| Summary of the Aggregate Purchase Price Consideration Paid |
The following table summarizes the aggregate
purchase price consideration paid for acquisitions during 2019:
| |
|
Uber Mom |
|
| Cash paid |
|
$ |
52,352 |
|
| Fair value of issued shares |
|
|
98,613 |
|
| Purchase consideration |
|
$ |
150,965 |
|
The following table summarizes the aggregate
purchase price consideration paid for acquisitions during 2018:
| |
|
Edison Nation |
|
|
|
|
|
|
|
|
Best Party |
|
| |
|
Holdings, LLC |
|
|
Cloud B, Inc. |
|
|
Pirasta, LLC |
|
|
Concepts, LLC |
|
| Cash paid |
|
|
950,000 |
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
| Fair value of issued shares |
|
|
3,384,285 |
|
|
|
2,664,200 |
|
|
|
- |
|
|
|
- |
|
| Fair value of reserved shares |
|
|
6,014,250 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Issuance of debt |
|
|
1,428,161 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Settlement of due from related party |
|
|
- |
|
|
|
- |
|
|
|
470,000 |
|
|
|
500,000 |
|
| Fair value of contingent consideration |
|
|
- |
|
|
|
520,000 |
|
|
|
- |
|
|
|
- |
|
| Adjustment to purchase price – earnout |
|
|
|
|
|
|
(520,000 |
) |
|
|
|
|
|
|
|
|
| Purchase consideration |
|
$ |
11,776,696 |
|
|
$ |
2,664,200 |
|
|
$ |
470,000 |
|
|
$ |
500,000 |
|
|
| Summary of Preliminary Purchase Price Allocation of Fair Values of the Assets Acquired and Liabilities Assumed |
The following table summarizes the preliminary
purchase price allocation of fair values of the assets acquired and liabilities assumed during 2018 at the date of acquisition:
| |
|
Edison Nation |
|
|
|
|
|
|
|
|
Best Party |
|
| |
|
Holdings, LLC |
|
|
Cloud B, Inc. |
|
|
Pirasta, LLC |
|
|
Concepts, LLC |
|
| Cash and cash equivalents |
|
$ |
68,681 |
|
|
$ |
104,744 |
|
|
$ |
3,629 |
|
|
$ |
365 |
|
| Accounts receivable |
|
|
15,958 |
|
|
|
636,755 |
|
|
|
7,696 |
|
|
|
6,906 |
|
| Inventory |
|
|
- |
|
|
|
566,500 |
|
|
|
36,537 |
|
|
|
139,918 |
|
| Other assets |
|
|
39,691 |
|
|
|
172,747 |
|
|
|
- |
|
|
|
4.356 |
|
| Property and equipment |
|
|
1,852 |
|
|
|
53,345 |
|
|
|
- |
|
|
|
10,931 |
|
| Goodwill |
|
|
5,497,242 |
|
|
|
3,364,432 |
|
|
|
354,836 |
|
|
|
- |
|
| Intangible assets |
|
|
6,400,000 |
|
|
|
6,600,000 |
|
|
|
- |
|
|
|
- |
|
| Total assets acquired |
|
|
12,023,424 |
|
|
|
11,498,523 |
|
|
|
402,698 |
|
|
|
162,476 |
|
| Debt |
|
|
- |
|
|
|
1,400,000 |
|
|
|
- |
|
|
|
- |
|
| Accounts payable |
|
|
227,025 |
|
|
|
5,748,797 |
|
|
|
2,052 |
|
|
|
34,041 |
|
| Accrued expenses and other liabilities |
|
|
19,703 |
|
|
|
527,526 |
|
|
|
119,198 |
|
|
|
513,502 |
|
| Total liabilities assumed |
|
|
246,728 |
|
|
|
7,676,323 |
|
|
|
121,250 |
|
|
|
547,543 |
|
| Noncontrolling interest |
|
|
- |
|
|
|
1,158,000 |
|
|
|
- |
|
|
|
(192,534 |
) |
| Distribution to shareholder |
|
|
- |
|
|
|
- |
|
|
|
(188,552 |
) |
|
|
(692,533 |
) |
| |
|
$ |
11,776,696 |
|
|
$ |
2,664,200 |
|
|
$ |
470,000 |
|
|
$ |
500,000 |
|
The noncontrolling interest was valued based
on the fair value of consideration paid to the Cloud B Sellers.
The following table summarizes the preliminary
purchase price allocation of fair values of the assets acquired and liabilities assumed during 2019 at the date of acquisition:
| |
|
Uber Mom |
|
| Inventory |
|
$ |
52,352 |
|
| Goodwill |
|
|
98,613 |
|
| Total assets acquired |
|
$ |
150,965 |
|
|
| Schedule of Pro Forma Information |
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 entire years ending
December 31, 2018:
| |
|
Years Ended
December 31, |
|
| |
|
2018 |
|
| |
|
|
|
| Revenues, net |
|
$ |
20,988,594 |
|
| Cost of revenues |
|
|
13,566,605 |
|
| Gross profit |
|
|
7,421,989 |
|
| |
|
|
|
|
| Operating expenses: |
|
|
|
|
| Selling, general and administrative |
|
|
13,144,691 |
|
| Operating (loss) income |
|
|
(5,722,702 |
) |
| |
|
|
|
|
| Other (expense) income: |
|
|
|
|
| Other (expense) income |
|
|
(398,406 |
) |
| (Loss) income before income taxes |
|
|
(6,121,108 |
) |
| Income tax expense |
|
|
304,298 |
|
| Net (loss) income |
|
$ |
(6,425,406 |
) |
| Net (loss) income attributable to noncontrolling interests |
|
|
(415,466 |
) |
| Net (loss) income attributable to Edison Nation, Inc. |
|
|
(6,009,940 |
) |
| Net (loss) income per share - basic and diluted |
|
$ |
(1.09 |
) |
| Weighted average number of common shares outstanding – basic and diluted |
|
|
5,513,706 |
|
|