Quarterly report pursuant to Section 13 or 15(d)

Business Combination

v3.19.2
Business Combination
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
BUSINESS COMBINATION

NOTE 4 – BUSINESS COMBINATION

 

Acquisition of Membership Interest Purchase Agreement

 

On May 29, 2018 (the "Closing Date"), Immudyne, PR (currently Conversion Labs PR) entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") by and among nine individuals, as Sellers and Conversion Labs PR, as buyer ("Buyer"), pursuant to which Buyer acquired from Sellers all of Sellers' right, title and interest in and to an aggregate 51% of the membership interests (the "Membership Interests") of LegalSimpli Software, LLC, a Puerto Rico limited liability company ("LegalSimpli"), which operates a marketing-driven software solutions business.

 

In consideration for Buyer's purchase of the Membership Interests the Buyer paid $150,000 (the "Initial Payment") to the Sellers upon execution of the Purchase Agreement. Additionally, Buyer may be obligated to pay up to an additional $200,000 in accordance with the following milestones (the "Milestones"): (i) $100,000 to the Sellers on the 90-day anniversary of the Purchase Agreement, so long LegalSimpli's gross revenue for the preceding 30-day period is equal to or greater than $75,000; and (ii) $100,000 to the Sellers on the 180-day anniversary of the Purchase Agreement, so long as LegalSimpli's gross revenue for the preceding 30-day period is equal to or greater than $150,000, with a minimum net profit margin of 25% in each instance. As of December 31, 2018, while the Company does not anticipate LegalSimpli meeting the above milestones, the Company anticipates that it is probable that the Company will pay the total $200,000 consideration to the Sellers for these milestones. Regardless of whether LegalSimpli achieves either or both of the Milestones, the Buyer will retain full ownership of the Membership Interests. In addition, the Purchase Agreement calls for an additional $400,000 of consideration to be paid to the Sellers if/when Conversion Labs PR or the Company ever pay a dividend to shareholders. The Company has determined that it is probable that at some future point that the Company will pay this $400,000 to the Sellers.

 

Fair Value of Consideration Transferred and Recording of Assets Acquired

 

The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for intangible assets:

 

Consideration Paid:      
Cash and cash equivalents   $ 150,000  
Additional consideration to be paid     200,000  
Contingent consideration     400,000  
Fair value of total consideration   $ 750,000  
         
Recognized amount of identifiable assets acquired, and liabilities assumed:        
Financial assets:        
Cash and cash equivalents   $ 1,445  
Financial liabilities:        
Accounts payable and accrued liabilities     (84,349 )
Deferred revenue     (29,818 )
Non-controlling interest     (144,118 )
Total identifiable net assets     (256,840 )
Customer relationship asset     1,006,840  
    $ 750,000