Acquisitions | Note 6 — Acquisitions Description of the Transactions ELEQT Ltd. On October 1, 2014, the Company entered into an Exchange Agreement by and among the Company, ELEQT Ltd., an entity organized under laws of the England and Wales ("ELEQT"), and the shareholders of ELEQT (the "ELEQT Sellers"). On the same date, the parties consummated the transaction, pursuant to which the ELEQT Sellers sold, and the Company purchased, all of ELEQT's outstanding capital stock, in exchange for 516,667 unregistered shares of the Company's common stock. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Assets Acquired: Cash $ 85,896 Accounts receivable 61,624 Other receivables 339,268 Property, plant and equipment 6,838 Intangible assets 403,058 Goodwill 25,677,277 Assets acquired $ 26,573,961 Liabilities Assumed: Accounts payable $ 77,999 Other current liabilities 541,279 Liabilities assumed $ 619,278 Net assets acquired $ 25,954,683 Fair value of consideration given: Acquisition date $ 25,575,000 Contingent 379,683 Total fair value of consideration given $ 25,954,683 Robson Dowry Ltd. On November 15, 2014, the Company entered into an Exchange Agreement by and among the Company, Robson Dowry Associates Ltd., an entity organized under the laws of the England and Wales ("Robson Dowry"), and the shareholders of Robson Dowry Associates Ltd. (the "Robson Dowry Sellers"). On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of Robson Dowry's outstanding capital stock, in exchange for 25,000 unregistered shares of the Company's common stock. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Assets Acquired: Accounts receivable $ 95,605 Prepaid expenses 31,318 Property, plant and equipment 8,485 Goodwill 347,934 Assets acquired $ 483,342 Liabilities Assumed: Accounts payable $ 96,704 Other current liabilities 41,638 Liabilities assumed $ 138,342 Net assets acquired $ 345,000 Fair value of consideration given $ 345,000 RocketHub On April 15, 2015, the Company entered into an Agreement and Plan of Merger with EFactor Merger Sub Inc., a New York corporation and wholly owned subsidiary of the Company (“Merger Sub”), RocketHub Inc., a New York corporation (“RocketHub”), the shareholders of RocketHub (the “RocketHub Sellers”) and a representative of the RocketHub Sellers. Pursuant and subject to the terms and conditions of the merger agreement, Merger Sub was merged with and into RocketHub, with RocketHub surviving as a wholly owned subsidiary of the Company. As consideration for the merger, the RocketHub Sellers received 357,143 shares of common stock, par value $0.001, of the Company. Assets Acquired: Cash $ 169,588 Accounts receivable $ 12,013 Property, plant and equipment 155,128 Other assets 643 Goodwill 1,821,200 Assets acquired $ 2,158,572 Liabilities Assumed: Accounts payable $ 10,196 Funds held in trust 179,090 Other current liabilities 255,000 Other long term liabilities — Liabilities assumed $ 444,286 Net assets acquired $ 1,714,286 Fair value of consideration given $ 1,714,286 Basis of Presentation These acquisitions have been accounted for using the purchase method of accounting. Under the purchase method of accounting, the total purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The excess of purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is considered goodwill. The Company’s results of operations included the activities of Member Digital, HT Skills, GroupCard, ELEQT, Robson Dowry, and RocketHub from their respective dates of acquisition. The Company recorded the purchase based on the quoted market price of the stock for the purchase. Purchase Price Allocation In accordance with ASC 805, Business Combinations | Note 12. Acquisitions Acquisition of HT Skills Ltd On July 1, 2014, the Company entered into an Exchange Agreement by and among the Company, HT Skills Ltd., an entity organized under the laws of England and Wales (“HT Skills”), and Five5Five PTE Ltd., the sole shareholder of HT Skills (“HT Seller”). On the same date, the parties consummated the transaction, pursuant to which the HT Seller sold, and the Company purchased, all of HT Skills’ outstanding capital stock, in exchange for 221,985 unregistered shares of the Company’s common stock. The following table summarizes the preliminary allocation of the acquisition purchase price based on the estimated fair value of the acquired assets and assumed liabilities: Assets Acquired: Accounts receivable $ 310,464 Unbilled revenue 100,200 Property, plant and equipment 167,728 Goodwill 10,782,378 Assets acquired $ 11,360,770 Liabilities Assumed: Accounts payable $ 409,602 Short term debt 148,006 Other long term liabilities 147,882 Liabilities assumed $ 705,490 Net assets acquired $ 10,655,280 Fair value of consideration given $ 10,655,280 While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed as of July 1, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of HT Skills occurred on January 1, 2013: 2014 2013 Sales $ 2,050,906 $ 2,116,637 Operating expenses 28,480,532 6,114,519 Operating loss (26,429,626 ) (3,997,882 ) Non-operating expense 1,888,404 1,945,323 Net loss $ (28,318,030 ) $ (5,943,205 ) Basic and diluted net income per common share $ (20.40 ) $ (6.60 ) Acquisition of Member Digital On July 1, 2014, the Company entered into an Exchange Agreement by and among the Company, Member Digital Ltd., an entity organized under the laws of England and Wales (“Member Digital”), and the shareholders of Member Digital (the “MD Sellers”). On the same date, the parties consummated the transaction, pursuant to which the MD Sellers sold, and the Company purchased, all of Member Digital’s outstanding capital stock, in exchange for 20,833 unregistered shares of the Company’s common stock. The following table summarizes the preliminary allocation of the acquisition purchase price based on the estimated fair value of the acquired assets and assumed liabilities: Assets Acquired: Cash $ 8,305 Accounts receivable 5,884 Goodwill 1,002,063 Assets acquired $ 1,016,252 Liabilities Assumed: Accounts payable $ 16,252 Liabilities assumed $ 16,252 Net assets acquired $ 1,000,000 Fair value of consideration given $ 1,000,000 While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed as of July 1, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. The following is the unaudited pro forma information for the twelve months ended December 31, 2014 and 2013 assuming the acquisition of Member Digital occurred on January 1, 2013: 2014 2013 Sales $ 1,747,738 $ 903,459 Operating expenses 28,224,312 4,951,812 Operating loss (26,476,574 ) (4,048,353 ) Non-operating expense 1,877,338 1,853,557 Net loss $ (28,353,912 ) $ (5,901,910 ) Basic and diluted net income per common share $ (20.40 ) $ (9.60 ) Acquisition of GroupCard On July 7, 2014, the Company entered into an Exchange Agreement by and among the Company, GroupCard BV, an entity organized under the laws of the Netherlands (“GroupCard”), and the shareholders of GroupCard (the “GC Sellers”). On the same date, the parties consummated the transaction, pursuant to which the GC Sellers sold, and the Company purchased, all of GroupCard’s outstanding capital stock, in exchange for 46,875 unregistered shares of the Company’s common stock. In addition, the Company agreed to pay the GC Sellers four semi-annual earn-out payments of shares of Common Stock (“Earn-Out Shares”), commencing on January 1, 2015. In the event 20,000 or more members are added by GroupCard during a semi-annual period (each, an “Earn-Out Period”), the Company shall issue to the GC Sellers the number of Earn-Out Shares equal to (i) $25.00 per member added by GroupCard during such Earn-Out Period, divided by (ii). In the event less than 20,000 members are added during an Earn-Out Period, the Company will not issue any Earn-Out Shares to the Sellers for such period; however, any members added during such Earn-Out Period will be counted towards the subsequent Earn-Out Period. The Company has evaluated the potential contingencies associated with this Exchange Agreement and determined that as of December 31, 2014 there was a liability for contingent consideration of approximately $875,000 which will be settled in common stock. The following table summarizes the preliminary allocation of the acquisition purchase price based on the estimated fair value of the acquired assets and assumed liabilities: Assets Acquired: Cash $ 4,460 Accounts receivable 19,177 Prepaid expenses 12,275 Goodwill 3,155,326 Assets acquired $ 3,191,238 Liabilities Assumed: Accounts payable $ 43,212 Other current liabilities 23,026 Liabilities assumed $ 66,238 Net assets acquired $ 3,125,000 Fair value of consideration given: Acquisition date $ 2,250,000 Contingent consideration 875,000 Total fair value of consideration given $ 3,125,000 While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed as of July 7, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of GroupCard occurred on January 1, 2013: 2014 2013 Sales $ 1,905,715 $ 834,287 Operating expenses 10,883,177 4,990,728 Operating loss (8,977,462 ) (4,156,441 ) Non-operating expense 3,102,396 1,853,381 Net loss $ (12,079,858 ) $ (6,009,822 ) Basic and diluted net income per common share $ (9.00 ) $ (9.00 ) Acquisition of ELEQT Ltd On October 1, 2014, the Company entered into an Exchange Agreement by and among the Company, ELEQT Ltd., an entity organized under laws of the England and Wales (“ELEQT”), and the shareholders of ELEQT. On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of ELEQT’s outstanding capital stock, in exchange for 516,667 unregistered shares of the Company’s common stock. The Company also agreed to pay the Sellers an earn-out payment of shares of Common, commencing on October 1, 2015. The amount of shares to be distributed is based on ELEQT’s subsidiary achievement of various financial and operating metrics including revenue growth, gross profit margin improvement, membership growth amount and member spend growth. In the event ELEQT achieves all or a portion of these targets for the twelve months ended October 1, 2015, the Company will issue to the Sellers up to a maximum of 60,556 Earn-Out Shares. As of December 31, 2014, the Company has recognized a contingent consideration of approximately $380,000 related to the Earn-Out Shares. The following table summarizes the preliminary allocation of the acquisition purchase price based on the estimated fair value of the acquired assets and assumed liabilities: Assets Acquired: Cash $ 85,896 Accounts receivable 61,624 Other receivables 339,268 Property, plant and equipment 6,838 Intangible assets 403,058 Goodwill 25,677,277 Assets acquired $ 26,573,961 Liabilities Assumed: Accounts payable $ 77,999 Other current liabilities 541,279 Liabilities assumed $ 619,278 Net assets acquired $ 25,954,683 Fair value of consideration given: Acquisition date $ 25,575,000 Contingent consideration 379,683 Total fair value of consideration given $ 25,954,683 While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed as of October 1, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of ELEQT occurred on January 1, 2013: 2014 2013 Sales $ 2,209,801 $ 2,031,533 Operating expenses 28,920,179 6,473,865 Operating loss (26,710,378 ) (4,442,332 ) Non-operating expense 1,877,338 1,855,906 Net loss $ (28,587,716 ) $ (6,298,238 ) Basic and diluted net income per common share $ (21.00 ) $ (5.40 ) Acquisition of Robson Dowry On November 15, 2014, the Company entered into an Exchange Agreement by and among the Company, Robson Dowry Associates Ltd., an entity organized under the laws of the England and Wales (“Robson Dowry”), and the shareholders of Robson Dowry Associates Ltd. On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of Robson Dowry’s outstanding capital stock, in exchange for 25,000 unregistered shares of the Company’s common. The following table summarizes the preliminary allocation of the acquisition purchase price based on the estimated fair value of the acquired assets and assumed liabilities: Assets Acquired: Accounts receivable $ 95,605 Prepaid expenses 31,318 Property, plant and equipment 8,485 Goodwill 347,934 Assets acquired $ 483,342 Liabilities Assumed: Accounts payable $ 96,704 Other current liabilities 41,638 Liabilities assumed $ 138,342 Net assets acquired $ 345,000 Fair value of consideration given $ 345,000 While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed as of November 15, 2014, the purchase price allocation will be solidified for any change in existing, assets and liabilities during the measurement period. The following is the unaudited pro forma information for the years ended December 31, 2014 and 2013 assuming the acquisition of Robson Dowry occurred on January 1, 2013: 2014 2013 Sales $ 2,209,371 $ 1,641,655 Operating expenses 28,538,270 5,654,285 Operating loss (26,328,899 ) (4,012,630 ) Non-operating expense 1,877,338 1,853,557 Net loss $ (28,206,237 ) $ (5,866,187 ) Basic and diluted net income per common share $ (20.40 ) $ (8.40 ) |