Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2020 |
|---|
| Schedule of Amortization Expense for Future Periods for Intangible Assets |
The following table summarizes the
amortization expense for both Verb Direct and Ascend to be recorded in future periods for intangible assets that are subject to
amortization and excludes intangible assets with infinite life (i.e. domain names) of $442,000:
| Year ending |
|
Amortization |
|
| 2021 |
|
$ |
1,435,000 |
|
| 2022 |
|
|
1,375,000 |
|
| 2023 |
|
|
1,302,000 |
|
| 2024 |
|
|
465,000 |
|
| 2025 and thereafter |
|
|
133,000 |
|
| Total amortization |
|
$ |
4,710,000 |
|
|
| Schedule of Pro Forma Statements of Operations |
The unaudited pro forma statements of operations
for the year ended December 31, 2020 and 2019 give effect to the transaction as if they had occurred on January 1, 2019.
| |
|
Year Ended
December 31,
2020
|
|
|
Year Ended
December 31,
2019 |
|
| |
|
(Proforma,
unaudited)
|
|
|
(Proforma,
unaudited)
|
|
| SaaS recurring subscription revenue |
|
$ |
6,077,000 |
|
|
$ |
4,625,000 |
|
| Other digital revenue |
|
|
1,384,000 |
|
|
|
1,698,000 |
|
| Design, printing, and fulfilment |
|
|
2,744,000 |
|
|
|
6,178,000 |
|
| Shipping |
|
|
723,000 |
|
|
|
1,624,000 |
|
| Total Revenue |
|
|
10,928,000 |
|
|
|
14,125,000 |
|
| |
|
|
|
|
|
|
|
|
| Cost of revenue |
|
|
4,980,000 |
|
|
|
7,322,000 |
|
| |
|
|
|
|
|
|
|
|
| Gross margin |
|
|
5,948,000 |
|
|
|
6,803,000 |
|
| |
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
30,679,000 |
|
|
|
23,135,000 |
|
| |
|
|
|
|
|
|
|
|
| Other expense, net |
|
|
(218,000 |
) |
|
|
(99,000 |
) |
| |
|
|
|
|
|
|
|
|
| Loss before income tax provision |
|
|
(24,949,000 |
) |
|
|
(16,332,000 |
) |
| |
|
|
|
|
|
|
|
|
| Income tax provision |
|
|
1,000 |
|
|
|
2,000 |
|
| |
|
|
|
|
|
|
|
|
| Net loss |
|
|
(24,950,000 |
) |
|
|
(16,431,000 |
) |
| |
|
|
|
|
|
|
|
|
| Deemed dividend to Series A preferred |
|
|
(3,951,000 |
) |
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Net loss to common stockholders |
|
$ |
(28,901,000 |
) |
|
$ |
(16,433,000 |
) |
|
| Schedule of Results of Operation of Subsidiary |
Pursuant to the provisions of ASC 805, the
following results of operations of Verb Direct and Verb Acquisition subsequent to the acquisitions are as follows:
| |
|
Verb Direct
April 1,
2019 through December 31,
2019 |
|
|
Verb
Acquisition
September 1,
2020 through December 31,
2020 |
|
| |
|
|
|
|
|
|
| Revenue |
|
$ |
9,041,000 |
|
|
$ |
128,000 |
|
| Cost of revenue |
|
|
4,766,000 |
|
|
|
139,000 |
|
| Operating expenses |
|
|
6,208,000 |
|
|
|
889,000 |
|
| Other expense |
|
|
11,000 |
|
|
|
22,000 |
|
| Net loss |
|
$ |
(1,944,000 |
) |
|
$ |
(900,000 |
) |
|
| Verb Direct [Member] |
|
| Schedule of Fair Value of Assets Assumed and Liabilities Acquired |
The following table summarizes the
assets acquired, liabilities assumed and purchase price allocation:
| Assets Acquired: |
|
|
|
|
|
|
|
|
| Other current assets |
|
$ |
2,004,000 |
|
|
|
|
|
| Property and equipment |
|
|
58,000 |
|
|
|
|
|
| Other assets |
|
|
1,302,000 |
|
|
$ |
3,364,000 |
|
| Liabilities Assumed: |
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
(2,153,000 |
) |
|
|
|
|
| Long-term liabilities |
|
|
(1,068,000 |
) |
|
|
(3,221,000 |
) |
| Intangible assets |
|
|
|
|
|
|
6,340,000 |
|
| Goodwill |
|
|
|
|
|
|
16,337,000 |
|
| Purchase Price |
|
|
|
|
|
$ |
22,820,000 |
|
|
| Ascend Certification [Member] |
|
| Schedule of Fair Value of Assets Assumed and Liabilities Acquired |
The following table summarizes the
provisional fair value of the assets assumed and liabilities acquired and the provisional purchase price allocation on the date
of acquisition:
| Assets Acquired: |
|
|
|
|
|
|
| Cash |
|
$ |
229,000 |
|
|
|
|
|
| Accounts receivable |
|
|
207,000 |
|
|
$ |
436,000 |
|
| Liabilities Assumed: |
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
(241,000 |
) |
|
|
|
|
| Long-term liabilities |
|
|
(90,000 |
) |
|
|
(331,000 |
) |
| Intangible assets (provisional) |
|
|
|
|
|
|
1,122,000 |
|
| Goodwill (provisional) |
|
|
|
|
|
|
3,723,000 |
|
| Purchase Price |
|
|
|
|
|
$ |
4,950,000 |
|
|