| 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 |
|
|
The allocation of the purchase price was completed
on December 31, 2019 through the assistance of a valuation specialist. 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 |
|
|
| Schedule of Pro Forma Statements of Operations |
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
|
|
| |
|
(unaudited) |
|
|
(Proforma,
unaudited) |
|
| 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 |
|
|
(1,946,000 |
) |
|
|
(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 |
|
|
The unaudited pro forma statements of operations
for the year ended December 31, 2019 and 2018 give effect to the transaction to the merger as if it had occurred on January 1,
2018.
| |
|
Year Ended
December 31,
2019
|
|
|
Year Ended
December 31,
2018 |
|
| |
|
(Proforma,
unaudited)
|
|
|
(Proforma,
unaudited)
|
|
| Digital |
|
$ |
5,290,000 |
|
|
$ |
3,734,000 |
|
| Welcome kits and fulfilment |
|
|
6,178,000 |
|
|
|
7,258,000 |
|
| Shipping |
|
|
1,624,000 |
|
|
|
1,774,000 |
|
| Total Revenue |
|
|
13,092,000 |
|
|
|
12,766,000 |
|
| |
|
|
|
|
|
|
|
|
| Cost of revenue |
|
|
7,088,000 |
|
|
|
7,173,000 |
|
| |
|
|
|
|
|
|
|
|
| Gross margin |
|
|
6,004,000 |
|
|
|
5,593,000 |
|
| |
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
22,048,000 |
|
|
|
14,295,000 |
|
| |
|
|
|
|
|
|
|
|
| Other expense, net |
|
|
(99,000 |
) |
|
|
(4,326,000 |
) |
| |
|
|
|
|
|
|
|
|
| Loss before income tax provision |
|
|
(16,143,000 |
) |
|
|
(13,028,000 |
) |
| |
|
|
|
|
|
|
|
|
| Income tax provision |
|
|
2,000 |
|
|
|
1,000 |
|
| |
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(16,145,000 |
) |
|
$ |
(13,029,000 |
) |
| |
|
|
|
|
|
|
|
|
| Loss per share |
|
$ |
(0.76 |
) |
|
$ |
(0.99 |
) |
| Weighted average number of common shares outstanding - basic and diluted |
|
|
21,116,207 |
|
|
|
13,198,681 |
|
|