Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v3.19.2
Acquisition
6 Months Ended
Jun. 30, 2019
Acquisition  
Acquisition

Note 3 — Acquisition

On September 4, 2018, the Company completed the acquisition of all of the voting membership interest of Edison Nation Holdings, LLC for a total purchase price of $12,820,978 comprising of (i) $950,000 cash, (ii) the assumption of the remaining balance of the senior convertible debt through the issuance to the holders of 4%,  5‑year senior convertible notes (the “New Convertible Notes”), in the aggregate principal and interest amount of the sum of $1,428,161, less debt discount of $500,000 for the approximate fair value of the conversion feature, which are convertible into approximately 285,632 shares of the Company’s common stock, at the option of the holder of such New Convertible Notes (subject to certain adjustments as provided in the Membership Interest Purchase Agreement (the “Purchase Agreement”) among the Company and Edison Nation Holdings, LLC and Edison Nation Holdings, LLC members dated June 29, 2018 and the terms of the New Convertible Notes), (iii) the reservation of 990,000 shares of the Company’s common stock that may be issued in exchange for the redemption of certain non-voting membership interests of EN  that will be created specifically in connection with the transaction contemplated by the Purchase Agreement (which exchange obligations may be instead satisfied in cash instead of shares of common stock, in the Company’s sole discretion), and (iv) the issuance of 557,084 shares or $3,760,317 of the Company’s common stock in full satisfaction of the indebtedness represented by promissory notes payable by EN to Venture Six, LLC and Wesley Jones.

On October 29, 2018, the Company completed the acquisition of 72.15% of the outstanding capital stock of Cloud B, Inc. in exchange for 489,293 shares of restricted common stock of the Company. In addition, the Company entered into an Earn Out Agreement with the Cloud B Sellers, whereby, beginning in 2019, the Company will pay the Cloud B Sellers an annual amount equal to 8% multiplied by the annual gross sales of Cloud B, as reduced by the total gross sales generated by Cloud B in 2018. The Earn Out Agreement expires on December 31, 2021.

On December 31, 2018, the Company completed the acquisition of all of the voting membership interest of Pirasta, LLC from NL Penn Capital, LP in exchange for the satisfaction of $470,000 due from related party. Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that equity reflects a distribution for the excess of consideration paid over the net carrying amount of assets.

On December 31, 2018, the Company completed the acquisition of 50% of the voting membership interest of Best Party Concepts, LLC from NL Penn Capital, LP in exchange for the satisfaction of $500,000 due from related party.  Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that equity reflects a distribution for the excess of consideration paid over the net carrying amount of assets.

NL Penn Capital, LP is owned by Christopher B. Ferguson, our Chairman and Chief Executive Officer.

The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the three and six months ended June 30, 2018:

 

 

 

 

 

 

 

 

 

    

Three Months 

    

Six Months 

 

 

Ended June 30, 

 

Ended June 30, 

 

 

2018

 

2018

 

 

 

 

 

 

 

Revenues, net

 

$

4,813,048

 

$

10,193,542

Cost of revenues

 

 

3,335,255

 

 

6,562,426

Gross profit

 

 

1,477,793

 

 

3,631,116

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Selling, general and administrative

 

 

2,687,326

 

 

6,417,283

Operating loss

 

 

(1,209,533)

 

 

(2,786,167)

 

 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

 

Other (expense) income

 

 

(317,959)

 

 

(419,072)

Loss before income taxes

 

 

(1,527,492)

 

 

(3,205,239)

Income tax expense

 

 

79,300

 

 

144,373

Net loss

 

$

(1,606,792)

 

$

(3,349,612)

Net loss attributable to noncontrolling interests

 

 

(251,277)

 

 

(280,890)

Net loss attributable to Edison Nation, Inc.

 

 

(1,355,515)

 

 

(3,068,722)

Net loss per share - basic and diluted

 

$

(0.27)

 

$

(0.68)

Weighted average number of common shares outstanding – basic and diluted

 

 

4,973,081

 

 

4,512,289