Acquisition of Subsidiary | 9 Months Ended |
Sep. 30, 2014 |
Acquisition of Subsidiary [Abstract] | ' |
ACQUISITION OF SUBSIDIARY | ' |
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8. ACQUISITION OF SUBSIDIARY |
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On April 21, 2014, the Company purchased 90% of the membership interests of Payprotec Oregon, LLC (d/b/a Securus Payments) (“Payprotec”) and its subsidiary Securus Consultants, LLC (“Securus”), through a Securities Exchange Agreement (the “Agreement”) with Mychol Robirds and Steven Lemma. |
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In exchange for their membership interests in Payprotec and Securus, the Company issued to Messrs. Robirds and Lemma a total of 20,400,000 shares of the Company’s Common Stock and two shares of the Company’s Series A Preferred Stock. Payprotec also entered into three year employment agreements (the “Employment Agreements”) with each of Messrs. Robirds and Lemma. |
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Pursuant to a Securities and Exchange Agreement ("E-Cig Agreement") dated April 21, 2014 between the Company and E-Cig Ventures, LLC ("E-Cig"), the Company acquired the remaining 10% of the membership interests of Payprotec in exchange for the issuance of 2,000,000 shares of the Company's common stock and the agreement to guaranty a $1.5 million loan (the “Guaranty”) from Shadow Tree Income Fund A LP (“Shadow Tree”) to E-Cig (the "E-Cig Transaction"). As a result of the two transactions, the Company owns 100% of the membership interests of Payprotec. |
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Payprotec focuses on servicing merchants primarily through its partnership with First Data Corporation and providing credit card processing services. Payprotec provides merchants with competitive pricing on processing fees and services, and leases credit card terminals to the merchants. Payprotec generates revenues through the sales of these leases, and through a percentage share in residual fees from the merchants’ processing volumes. |
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The addition of Payprotec provides the Company with an established operational base as well as a sales force to facilitate the marketing and servicing to merchants for a variety of products in the merchant processing industry. |
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The following is a summary of the estimated fair values of the assets acquired and liabilities assumed on April 22, 2014: |
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Cash and cash equivalents | | $ | 34,563 | | | | | |
Accounts receivable | | | 234,131 | | | | | |
Inventory | | | 55,414 | | | | | |
Prepaid expenses | | | 68,785 | | | | | |
Fixed assets, net of depreciation | | | 449,296 | | | | | |
Other long term assets | | | 197,122 | | | | | |
Total assets | | | 1,039,311 | | | | | |
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Accounts payable | | | 295,216 | | | | | |
Accrued compensation | | | 67,663 | | | | | |
Other accrued liabilities | | | 121,880 | | | | | |
Notes payable | | | 2,438,260 | | | | | |
Other long term liabilities | | | 17,383 | | | | | |
Total liabilities | | | 2,940,402 | | | | | |
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Fair value of net assets acquired | | $ | (1,901,091 | ) | | | | |
Fair value of stock issued | | $ | 2,539,264 | | | | | |
Goodwill recognized on acquisition | | $ | 4,440,355 | | | | | |
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The fair value of the net assets acquired less the fair value of stock issued resulted in an amount of $4,440,355, which has been recorded as Goodwill on the Company’s consolidated balance sheet. |
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The consolidated statements of operations for the three and nine months ended September 30, 2014 includes the financial results of Payprotec since the date of acquisition, April 22, 2014, through September 30, 2014. During this period, Payprotec’s revenues were $5,415,470 and its net income was $1,803,693. |
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Pro Forma Financial Information |
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The information that follows provides supplemental information about pro forma revenues and net income (loss) attributable to the Company as if the acquisition of Payprotec had been consummated as of January 1, 2013. Such information is unaudited and is based on estimates and assumptions which the Company believes are reasonable. |
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These results are not necessarily indicative of the consolidated statements of operations in future periods or the results that would have actually been realized had the Company and Payprotec been a combined entity during 2014 and 2013. |
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Nine Months Ended September 30, |
Selected Pro Forma Financial Information | | 2014 | | | 2013 | |
Revenues | | $ | 9,492,358 | | | $ | 8,884,509 | |
Net income (loss) attributable to the Company | | $ | (392,486 | ) | | $ | 493,369 | |
Net income (loss) attributable to the Company per common share - basic and diluted | | $ | (0.0046 | ) | | $ | 0.0078 | |
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