| SCHEDULE OF FAIR VALUE OF ASSETS ASSUMED AND LIABILITIES ACQUIRED |
SCHEDULE OF FAIR VALUE OF ASSETS ASSUMED AND LIABILITIES ACQUIRED
| 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 |
|
|
| SCHEDULE OF AMORTIZATION EXPENSE FOR FUTURE PERIODS FOR INTANGIBLE ASSETS |
SCHEDULE OF AMORTIZATION EXPENSE FOR FUTURE PERIODS FOR INTANGIBLE
ASSETS
| 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 |
|
|
| SCHEDULE OF PRO FORMA STATEMENTS OF OPERATIONS |
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.
SCHEDULE OF PRO FORMA STATEMENTS OF OPERATIONS
| |
|
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 |
) |
|
| SCHEDULE OF RESULTS OF OPERATION OF SUBSIDIARY |
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:
SCHEDULE OF RESULTS OF OPERATION OF SUBSIDIARY
| |
|
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 |
) |
|