Acquisitions | NOTE 2 – ACQUISITIONS On September 15, 2020 (“Closing Date”), an Agreement and Plan of Merger (the “Agreement”) is entered into by and among SRAX, Inc. a Delaware corporation (“Parent”), Townsgate Merger Sub 1, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 1”), LD Micro, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 2”), LD Micro, Inc., a California corporation (the “Acquiree”, “LD Micro”), and Christopher Lahiji, the sole stockholder of the Acquiree (the “Stockholder”). Merger Sub 1 and Merger Sub 2 are sometimes collectively referred to as “Merger Sub.” The parties intend that Merger Sub 1 will be merged with and into the Acquiree (the “First Merger”), with the Acquiree surviving the First Merger, and then the Acquiree will be merged with and into Merger Sub 2 (the “Second Merger,” and together with the First Merger, the “Merger”), with Merger Sub 2 surviving the Second Merger. As consideration, the Company will pay cash payable as follows: (i) $1,000,000 at the Closing, (ii) $1,000,000 on January 1, 2021, (iii) $1,000,000 on April 1, 2021, and (iv) $1,000,000 on July 1, 2021 and subject to adjustment or off-set. Additionally, the Company issued 1,600,000 shares of its Class A common stock. The total consideration to be paid by the Company is $7,610,000, as adjusted, as follows: Calculation of the purchase price: Fair value of stock at closing $ 4,264,000 Cash at closing 1,000,000 Deferred payments 2,771,000 Less cash received (303,000 ) Transaction expenses 10,000 Working capital adjustment (132,000 ) Purchase price $ 7,610,000 The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed. The deferred payments of $3,000,000 were discounted using the yield on a CCC rated corporate debt for 3-month, 6-month and 9-month maturities, respectively. The implied discount is approximately $229,000, which will be amortized over the term on the payments. The purchase price includes working capital adjustments that are based on our preliminary estimates and assumptions that are subject to change. The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed: Accounts receivable, net $ 30,000 Intangibles 468,000 Goodwill 7,706,000 Accounts payable and accrued liabilities (324,000 ) Payroll protection loan (42,000 ) Other current liabilities (97,000 ) Deferred tax liability (131,000 ) Net assets acquired $ 7,610,000 Intangibles assets consisted of the following: Fair Value Life in Years Trademark $ 271,000 Indefinite Domain name 3,000 Indefinite Noncompete 8,000 5 years Customer list 186,000 3 years $ 468,000 The estimated fair values for the trademark and domain name were determined by using the relief-from-royalty method. The estimated fair value for the customer list and noncompete were determined using the excess earnings and differential method of comparing having an asset in-place versus not having the asset in place, respectively. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of September 15, 2020. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and and intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The amounts of revenue and earnings of the Acquiree since the acquisition date included in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2020 follows: Revenues $- Net income (loss) (51,000 ) The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2019. The unaudited pro forma results include the amortization associated with the preliminary estimates for the acquired intangible assets. The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies, or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. Unaudited Pro Forma Condensed Consolidated Statements of Operations For the Nine Months ended September 30, 2020 SRAX, Inc. LD Micro, Inc. Pro Forma Adjustment Pro Forma Combined Revenues $ 4,125,000 $ 937,000 $ - $ 5,062,000 Cost of revenues (1,388,000 ) (98,000 ) - (1,486,000 ) Operating expenses (12,337,000 ) (858,000 ) (367,000 ) (13,562,000 ) Other expense (5,295,000 ) (1,000 ) - (5,296,000 ) Net loss $ (14,895,000 ) $ (20,000 ) $ (367,000 ) $ (15,282,000 ) Unaudited Pro Forma Condensed Consolidated Statements of Operations For the Nine Months ended September 30, 2019 SRAX, Inc. LD Micro, Inc. Pro Forma Adjustment Pro Forma Combined Revenues $ 2,497,000 $ 1,142,000 $ - $ 3,639,000 Cost of revenues (1,075,000 ) (188,000 ) - (1,263,000 ) Operating expenses (14,994,000 ) (1,037,000 ) (596,000 ) (16,627,000 ) Other income 1,098,000 8,000 - 1,106,000 Net loss $ (12,474,000 ) $ (75,000 ) $ (596,000 ) $ (13,145,000 ) F-10 The following summarizes the pro forma adjustments made for the nine months ended September 30: 2020 2019 Amortization of intangibles acquired $ 48,000 48,000 Employee related costs 319,000 319,000 Financing costs - 229,000 Net income (loss) $ 367,000 $ 596,000 Amortization relates to the acquired noncompete and customer list amounting to $1,000 and $47,000 for the nine months ended September 30, 2020 and 2019, respectively. Employee related cost are contracted cost amounting to $319,000 for the nine months ended September 30, 2020 and 2019, respectively. Financing cost relates to amortization of the discount related to the $3,000,000 deferred payments. |