| 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 |
|
|
| Schedule of Pro Forma Statements of Operations |
The unaudited pro forma statements
of operations for the six months ended June 30, 2019 give effect to the transaction to the merger as if it had occurred on January
1, 2019.
| |
|
Six Months Ended
June 30, 2020
|
|
|
Six Months Ended
June 30, 2019
|
|
| |
|
(unaudited) |
|
|
(Proforma,
unaudited) |
|
| SaaS recurring subscription revenue |
|
$ |
2,331,000 |
|
|
$ |
1,644,000 |
|
| Other digital revenue |
|
|
806,000 |
|
|
|
869,000 |
|
| Welcome kits and fulfilment |
|
|
1,441,000 |
|
|
|
4,049,000 |
|
| Shipping |
|
|
428,000 |
|
|
|
1,172,000 |
|
| Total Revenue |
|
|
5,006,000 |
|
|
|
7,734,000 |
|
| |
|
|
|
|
|
|
|
|
| Cost of revenue |
|
|
2,198,000 |
|
|
|
4,290,000 |
|
| |
|
|
|
|
|
|
|
|
| Gross margin |
|
|
2,808,000 |
|
|
|
3,444,000 |
|
| |
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
(11,153,000 |
) |
|
|
(10,118,000 |
) |
| |
|
|
|
|
|
|
|
|
| Other income, net |
|
|
2,975,000 |
|
|
|
880,000 |
|
| |
|
|
|
|
|
|
|
|
| Net loss |
|
|
(5,370,000 |
) |
|
|
(5,794,000 |
) |
| |
|
|
|
|
|
|
|
|
| Deemed dividends to Series A stockholders |
|
|
(3,951,000 |
) |
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Net loss attributed to common stockholders |
|
$ |
(9,321,000 |
) |
|
$ |
(5,794,000 |
) |
| |
|
|
|
|
|
|
|
|
| Loss per share |
|
$ |
(0.33 |
) |
|
$ |
(0.31 |
) |
| Weighted average number of common shares outstanding - basic and diluted |
|
|
27,905,680 |
|
|
|
18,821,513 |
|
|