Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS

v3.21.2
ACQUISITIONS
6 Months Ended
Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS

3. ACQUISITIONS

 

The Company made the following acquisitions in order to augment and diversify its internet and SaaS business:

 

a. ACQUISITION OF VERB DIRECT

 

On April 12, 2019, Verb completed the acquisition of Verb Direct (formerly Sound Concepts, Inc.). As a result of this acquisition, the Company recorded goodwill of $16,337,000 and intangible assets of $6,340,000. The goodwill recognized 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 mostly of developed technology of $4,700,000 are being amortized over five years, customer relationships of $1,200,000 are being amortized on an accelerated basis over its estimated useful life of five years and domain names of $440,000 are determined to have infinite lives but will be tested for impairment on an annual basis.

 

 

b. ACQUISITION OF ASCEND CERTIFICATION

 

On September 4, 2020, Verb Acquisition Co., LLC (“Verb Acquisition”), a subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Ascend Certification, LLC, dba SoloFire (“SoloFire”), the sellers party thereto (collectively, the “Sellers”), and Steve Deverall, solely in his capacity as the seller representative, under which Sellers sold their entire interest in SoloFire, representing all of the outstanding limited liability company membership interests of SoloFire, to Verb Acquisition for a base purchase price of $5,700,000, subject to certain post-closing adjustments totaling $750,000 for an adjusted purchase price of $4,950,000. As a result, Verb Acquisition issued to the Sellers an amended promissory note of $1,885,000 and 2,642,159 Class B Units of Verb Acquisition which were exchangeable for 2,642,159 shares of Verb’s Common Stock with an estimated fair value of $3,065,000 (see Note 16) for a total purchase price of $4,950,000. The promissory note was unsecured, bore interest at a rate of 0.14% per annum and was paid in full at maturity on October 1, 2020.

 

The acquisition was intended to augment and diversify Verb’s SaaS business. Key factors that contributed to the recorded provisional goodwill and intangible assets in the aggregate of $4,845,000 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 SaaS business.

 

Verb is required to allocate the purchase price to the acquired tangible assets, identifiable intangible assets, and assumed liabilities based on their fair values. As of June 30, 2021, management has not yet finalized the purchase price allocation. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the September 2020 closing date). Any prospective adjustments would change the fair value allocation as of the acquisition date. The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets. 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  

 

The provisional 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 provisional intangible assets, which consist of developed technology of $1,000,000 are being amortized over five years, customer relationships of $70,000 are being amortized over three years, non-competition clause of $50,000 is being amortized over three years, and domain names of $2,000 are determined to have infinite lives but will be tested for impairment on an annual basis.

 

During the six months ended June 30, 2021 and 2020, the Company recorded amortization expense of $725,000 and $635,000, respectively, related to the intangibles discussed above. 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 remaining (remaining 6 months)   $ 710,000  
2022     1,375,000  
2023     1,302,000  
2024     465,000  
2025 and thereafter     134,000  
Total amortization   $ 3,986,000  

 

 

The following unaudited pro forma statement of operations present the Company’s pro forma results of operations for the three and six months ended June 30, 2020, to give effect to the acquisition of SoloFire as if it had occurred on January 1, 2020.

 

   

Three Months Ended

June 30, 2020

   

Six Months Ended

June 30, 2020

 
    (Proforma,
unaudited)
    (Proforma,
unaudited)
 
SaaS recurring subscription revenue   $ 1,538,000     $ 2,850,000  
Other digital revenue     406,000       806,000  
Welcome kits and fulfilment     713,000       1,441,000  
Shipping     259,000       428,000  
Total Revenue     2,916,000       5,525,000  
                 
Cost of revenue     1,195,000       2,317,000  
                 
Gross margin     1,721,000       3,208,000  
                 
Operating expenses     (6,347,000 )     (11,759,000 )
                 
Other income, net     1,061,000       2,975,000  
                 
Net loss     (3,565,000 )     (5,576,000 )
                 
Deemed dividends to Series A stockholders     -     (3,951,000 )
                 
Net loss attributed to common stockholders   $ (3,565,000 )   $ (9,527,000 )

 

Pursuant to the provisions of ASC 805, the following results of operations of Verb Acquisition subsequent to the acquisition date included in the consolidated statement of operations for the reporting period:

 

   

Three Months Ended

June 30, 2020

   

Six Months Ended

June 30, 2020

 
Revenue   $ 274,000     $ 484,000  
Cost of revenue     33,000       96,000  
Operating expenses     (465,000 )     (871,000 )
Gain on extinguishment of PPP note payable     91,000       91,000  
Net loss   $ (133,000 )   $ (392,000 )