Quarterly report pursuant to Section 13 or 15(d)

Acquisition of Verb Direct

Acquisition of Verb Direct
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisition of Verb Direct



On April 12, 2019, Verb completed its acquisition of Verb Direct on the terms set forth in the Merger Agreement, at the effective time of the merger, each share of Sound Concepts Capital Stock issued and outstanding immediately prior to the effective time, was cancelled in exchange for cash payment by Verb of an aggregate of $15,000,000, and the issuance of an aggregate of 3,327,791 restricted shares of Verb’s Common Stock with a fair value of $7,820,000 at the closing date of the transaction.


The acquisition was intended to augment and diversify Verb’s internet and SaaS business. Key factors that contributed to the recorded goodwill and intangible assets in the aggregate of $22,677,000 were the opportunity to consolidate and complement existing operations of Verb, certain software and customer list, and the opportunity to generate future synergies within the internet and SaaS business. 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  


The goodwill recognized in connection with the acquisition is primarily attributable to anticipated synergies from future growth and is not expected to be deductible for tax purposes. Goodwill is not amortized but will be tested for impairment on an annual basis.


The intangible assets, which consist of developed technology of $4,700,000 are being amortized over 5-years, customer relationships of $1,200,000 are being amortized on an accelerated basis over its estimated useful life of 5 years and domain names of $440,000 are determined to have infinite lives but will be tested for impairment on an annual basis.


During the period ended March 31, 2020, the Company recorded amortization expense of $325,000. As of March 31, 2020, the remaining unamortized balance of the intangible assets was $5,040,000.


The following comparative unaudited statements of operations present the Company’s results of operations after giving effect to the purchase of Verb Direct based on the historical financial statements of the Company and Verb Direct. The unaudited pro forma statements of operations for the periods ended March 31, 2020 and 2019 give effect to the transaction to the merger as if it had occurred on January 1, 2019.



Three Months Ended

March 31, 2020


Three Months Ended

March 31, 2019

Digital   $ 1,457,000     $ 1,059,000  
Welcome kits and fulfilment     728,000       2,265,000  
Shipping     169,000       677,000  
Total Revenue     2,354,000       4,001,000  
Cost of revenue     1,063,000       2,248,000  
Gross margin     1,291,000       1,753,000  
Operating expenses     5,151,000       4,782,000  
Other income (expense), net     1,914,000       (251,000 )
Net loss   $ (1,949,000 )   $ (3,280,000 )
Deemed dividends to Series A stockholders     (3,951,000 )     -  
Net loss attributed to common stockholders   $ (5,897,000 )   $ (3,280,000 )
Loss per share   $ (0.23 )   $ (0.21 )
Weighted average number of common shares outstanding - basic and diluted     25,992,426       15,566,835