Acquisitions | 4. Acquisitions Acquisition of Noble Voice On November 26, 2014, the Company entered into an Asset Purchase Agreement (the Purchase Agreement) with Global Outreach Ventures, Inc. (Global Outreach), Eric Bull (Mr. Bull), Terri Gladwell (Ms. Gladwell) and Sergio Zlobin (Mr. Zlobin, and together with Mr. Bull and Ms. Gladwell, the Stockholders), pursuant to which the Company acquired all of the issued and outstanding membership interests of Global Outreach's wholly-owned subsidiaries, Noble Voice LLC (Old Noble Voice) and Compliant Lead LLC (Compliant and, together with Old Noble Voice, Noble Voice) for an aggregate purchase price of 1,389,386 consisting of a promissory note (see Note 9). The acquisition of Noble Voice was accounted for under the acquisition method of accounting. Accordingly, the acquired assets and assumed liabilities were recorded at their estimated fair values, and operating results for Noble Voice are included in the consolidated financial statements from the effective date of acquisition of November 26, 2014. Accounting standards require that when the fair value of the net assets acquired exceeds the purchase price, resulting in a bargain purchase of a business, the acquirer must reassess the reasonableness of the values assigned to all of the net assets acquired, liabilities assumed and consideration transferred. The Company performed such a reassessment and concluded that the values assigned for the Noble Voice acquisition result in a fair measurement of the purchase price allocation for financial statement recognition purposes. Consequently, the Company recognized a gain on bargain purchase in the amount of 429,956 arising from the acquisition of Noble Voice, which has been recorded in the accompanying consolidated statement of comprehensive loss during the year ended December 31, 2014. The gain on bargain purchase was primarily the result of restricted stock considerations payable to the former owners, which was excluded from the purchase price, as the payment was contingent on future employment. There was no goodwill as a result of the acquisition. The allocation of the purchase price is summarized as follows: Promissory note issued $ 1,389,386 Allocated to: Cash and cash equivalents 439,156 Accounts receivable 2,248,537 Prepaid expenses and other current assets 23,026 Property and equipment 13,040 Security deposits 16,476 Accounts payable (1,111,669 ) Accrued expenses (186,638 ) Deferred tax liability (272,586 ) Net assets acquired 1,169,342 Excess of purchase price over net tangible assets acquired before allocation to identifiable intangible assets and gain on bargain purchase of business $ 220,044 Because this acquisition was a stock purchase for tax purposes, the Company did not obtain a stepped-up tax basis in Noble Voice's assets. A deferred tax liability of $ 272,586 was established as part of the acquisition accounting to reflect the income tax effect of the acquisition date difference between the carryover income tax and fair value financial reporting bases of the tangible and intangible assets acquired and liabilities assumed. The deferred tax liability was calculated using a 38.8 effective tax rate. Management made the initial determination that the fair values of the assets acquired and liabilities assumed which are principally short term, are approximately equal to their cost bases. Management has made a determination that approximately 650,000 of the excess of the purchase price over the net assets acquired should be allocated to the following identifiable intangible assets. Amount Estimated Useful Life (Years) Developed Technology $ 330,000 3 Customer Relationships 280,000 5 Trade Name/Trademarks 40,000 4 Amortizable Intangible Assets 650,000 Gain on Bargain Purchase of Business (429,956 ) $ 220,044 The Company incurred legal and other costs related to the transaction of approximately $ 137,948 Total revenues and income from continuing operations since the date of the acquisition of Noble Voice, included in the consolidated statements of comprehensive loss for the year ended December 31, 2014, are $ 1,061,041 428,895 Acquisition of NAPW On September 24, 2014 (the Closing Date), NAPW, Inc., operator of the National Association of Professional Women, became part of the Company upon the closing of the Company's merger transaction with NAPW Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub), NAPW, Inc., a New York corporation (Old NAPW), and Matthew B. Proman, the sole shareholder of Old NAPW (Mr. Proman), pursuant to an Agreement and Plan of Merger, dated as of July 11, 2014 (the Merger Agreement). In accordance with the terms of the Merger Agreement, on the Closing Date, Old NAPW merged with and into Merger Sub (the Merger). As a result of the Merger, the separate corporate existence of Old NAPW ceased and Merger Sub continues as the surviving corporation, a wholly-owned subsidiary of the Company and was renamed NAPW, Inc. Pursuant to the Merger Agreement, the Company acquired all issued and outstanding shares of Old NAPW's common stock for an aggregate purchase price consisting of (i) 5,110,975 959,096 239,774 3,555,000 445,000 183,000 3.45 50,000 the Company's Common Stock at a price of $ 4.00 131,250 10.00 In connection with the Merger, the Company paid Aegis Capital Corp. (Aegis), financial advisor to the Company, a fee of $ 100,000 374,000 50,000 4.00 The acquisition was accounted for under the acquisition method of accounting, whereby the Company was treated as the acquirer and NAPW was treated as the acquired company. This determination was primarily based on the Company's majority representation on the Board of Directors, the Company comprising key management positions of the Company, and the fact that the Company paid a premium for the equity interests in NAPW. Accordingly, the acquired assets and assumed liabilities of NAPW were recorded at their estimated fair values, and operating results for NAPW are included in the consolidated financial statements from the effective date of acquisition of September 24, 2014. The allocation of the purchase price is summarized as follows: Fair value of common stock issued (6,309,845 $ 35,272,033 Cash paid 3,555,000 Promissory note issued 434,582 Stock options issued (183,000 556,496 Common stock purchase warrants issued (181,250 294,342 Total consideration 40,112,453 Allocated to: Cash and cash equivalents $ 5,198 Accounts receivable 353,377 Incremental direct costs 931,126 Prepaid expenses and other current assets 297,904 Property and equipment 795,618 Security deposits 342,190 Merchant reserve 1,528,558 Other assets 159,412 Accounts payable (6,153,564 ) Accrued expenses (1,954,036 ) Deferred revenue (8,880,000 ) Deferred tax liability (6,193,765 ) Merchant cash advances (447,371 ) Capital lease obligations (22,397 ) Net liabilities assumed (19,237,750 ) Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill $ 59,350,203 The fair value of deferred revenue was determined to be $ 8,880,000 6,193,765 40.6 14,905,000 Amount Estimated Useful Life (Years) Sales Process $ 3,970,000 10 Paid Member Relationships 890,000 5 Member Lists 8,957,000 5 Developed Technology 648,000 3 Trade Name/Trademarks 440,000 4 Amortizable Intangible Assets 14,905,000 Goodwill 44,445,203 $ 59,350,203 Goodwill arising from the acquisition mainly consists of the synergies of enhanced recruitment solutions for the Company's diverse client base. The Company's goodwill is not deductible for tax purposes. Goodwill and intangible assets are subject to a test for impairment on an annual basis. The Company incurred legal and other costs related to the transaction of approximately $ 1,057,247 Total revenues and loss from continuing operations since the date of the acquisition of NAPW, included in the consolidated statements of comprehensive loss for the year ended December 31, 2014, are $ 6,169,956 2,417,068 During the year ended December 31, 2015, Old NAPW settled a legal case that existed prior to the Merger (see Note 11). As a result of the settlement, the Company recorded an increase in goodwill of $ 133,693 On July 16, 2015, the Company and Mr. Proman entered into a Separation Agreement and Mutual Release of All Claims (the Separation Agreement) (see Note 11). The following unaudited consolidated pro forma information gives effect to the acquisitions of Noble Voice and NAPW as if these transactions had occurred on January 1, 2014. The following pro forma information is presented for illustration purposes only and is not necessarily indicative of the results that would have been attained had the acquisitions been completed on January 1, 2014, nor are they indicative of results that may occur in any future periods. Pro forma information is not presented for the year ended December 31, 2015, as the Company's results of operations include the consolidated results for the full period. Year Ended December 31, 2014 Revenues $ 42,793,803 Net loss $ (4,628,737 ) Net loss per share: Basic and diluted $ (0.36 ) Weighted average shares outstanding: Basic and diluted 12,788,663 |