NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
1 — Basis of Presentation and Nature of Operations
As
used herein, the terms the “Company,” “Edison Nation” “we,” “us,” “our”
and similar refer to Edison Nation, Inc., a Nevada corporation incorporated on July 18, 2017 under the laws of the State of Nevada
as Idea Lab X Products, Inc. and also formerly known as Xspand Products Lab, Inc. prior to its name change on September 12, 2018,
and/or its wholly-owned and majority-owned operating subsidiaries, and/or where applicable, its management.
Edison
Nation is a vertically-integrated, end-to-end, consumer product research & development, manufacturing, sales and fulfillment
company. The Company’s proprietary web-enabled platform provides a low risk, high reward platform and process to connect
innovators of new product ideas with potential licensees.
As
of December 31, 2019, Edison Nation, Inc. had five wholly-owned subsidiaries: S.R.M. Entertainment Limited (“SRM”),
Ferguson Containers, Inc. (“Fergco”), CBAV1, LLC (“CB1”), Pirasta, LLC and Edison Nation Holdings, LLC.
Edison Nation, Inc. owns 72.15% of Cloud B, Inc., 50% of Best Party Concepts, LLC and 50% of Ed Roses, LLC. Edison Nation Holdings,
LLC is the single member of Edison Nation, LLC and Everyday Edisons, LLC. Edison Nation, LLC is the single member of Safe TV Shop,
LLC. Cloud B, Inc. owns 100% of Cloud B UK and Cloud B Australia.
August
23, 2019, the Company formed Ed Roses, LLC, a 50% joint venture with 4Keeps Roses, Inc., to distribute preserved roses, flowers
and associated gift products.
On
November 6, 2019, the Company issued 22,500 shares of our common stock and paid $52,352 in cash to acquire the assets of Uber
Mom, LLC, which was the approximate value of Uber Mom, LLC’s inventory.
Liquidity
For the year ended December 31, 2019, our
operations lost approximately $13,026,228 of which approximately $8,064,101 was non-cash and approximately $364,320 related to
transaction costs and non-recurring items.
At December 31, 2019, we had total current
assets of $4,955,365 and current liabilities of $12,973,319 resulting in negative working capital of $8,017,954, of which approximately
$4,015,484 related to unsecured trade payables assumed in our Cloud B acquisition. In February 2019, our consolidating subsidiary,
CBAV1, LLC, foreclosed on its promissory note it held that was secured by Cloud B, Inc.’s assets making any payments of
the Cloud B trade payables unlikely. At December 31, 2019, we had total assets of $23,609,619 and total liabilities of $16,155,187
resulting in stockholders’ equity of $7,454,432.
The foregoing factors raise substantial doubt
about the Company’s ability to continue as a going concern for at least the next twelve months from the date of issuance
of these financial statements. The ability to continue as a going concern is dependent upon the Company’s ability to
attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations
from the sale of its products.
The
consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern. The following is additional information on our operating losses and working capital:
The
Company’s operating loss for the year ended December 31, 2019 included $3,621,101 related to depreciation,
amortization and stock-based compensation. In addition, approximately $2,414,799 was related to transaction costs, restructuring
charges and other non-recurring and redundant costs which are being removed or reduced. The negative working capital includes
approximately $4,015,484 related to unsecured trade payables in our Cloud B acquisition. In addition, our outstanding balances
under notes payable includes $900,000 related to Cloud B. CB1 owns the senior secured position on the promissory note to
Cloud B in the amount of $2,270,000. In February 2019, CB1, pursuant to an Article 9 foreclosure action, perfected its
secured UCC interest in all the assets of Cloud B to partially satisfy the outstanding balance on the note and thereby making
any payments of such Cloud B trade payables and notes unlikely in the future. In addition, SRM was an unsecured creditor in the
amount of approximately $1,700,000 which is not included in the $4,015,484 due to intercompany elimination but at
this time remains unpaid. The total liabilities of approximately $7,100,000, of which $1,700,000, or net of $5,400,000,
has been eliminated in consolidation, are not expected to be satisfied due to the foreclosure.
On
October 2, 2019, the Company entered into a Share Purchase Agreement (the “PIPE Purchase Agreement”) with certain
accredited investors (collectively, the “Investors”) for the private placement of 1,175,000 shares of the Company’s
common stock, $0.001 par value per share, at a purchase price of $2.00 per share (the “PIPE Transaction”). In a series
of three closings conducted in October 2019, the Company received net proceeds of $2,039,303 which consisted of $2,350,000 of
gross proceeds offset by $310,697 of fees to placement agent and their lawyers. Alexander Capital, LP (“Alexander Capital”),
a FINRA registered broker dealer, acted as placement agent with respect to the PIPE Transaction. In connection with the PIPE Transaction,
Alexander Capital received a commission of $141,000, a debt restructuring fee of $64,208, a debt conversion fee of 15,889, a placement
fee of $33,600 and warrants to purchase 70,500 shares of the Company’s common stock, at an exercise price of $2.50 per share
(the “Placement Agent Warrants”). In connection with the PIPE transaction, the convertible notes entered into on May
13, 2019 were also converted at $2.00 per share into 560,185 shares of the Company’s common stock.
Management
has considered possible mitigating factors within our management plan on our ability to continue for at least a year from the
date these financial statements are filed. The following items are management plans to alleviate any going concern issues:
|
●
|
Cloud
B liabilities are unlikely to be paid due to CB1 holding the senior secured position and its rights under the foreclosure
to the remaining assets of the entity to satisfy the outstanding obligation.
|
|
|
|
|
●
|
Raise
further capital through the sale of addition equity
|
|
|
|
|
●
|
Borrow
money under debt securities.
|
|
|
|
|
●
|
The
deferral of payments to related party debt holders for both principal of $455,099 and related interest expense.
|
|
|
|
|
●
|
Cost
saving initiatives related to synergies and the elimination of redundant costs of approximately $1,500,000.
|
|
|
|
|
●
|
Possible
sale of certain brands to other manufacturers.
|
|
|
|
|
●
|
Entry into other business opportunities through
the Company’s Edison Nation Medical division.
|
Note
2 — Summary of Significant Accounting Policies
Principles
of Consolidation
The
consolidated financial statements include the accounts of Edison Nation, Inc. and its wholly-owned and majority owned subsidiaries.
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and are presented in US dollars. All intercompany balances and transactions
have been eliminated.
Reclassifications
Certain
amounts previously presented in the consolidated financial statements have been reclassified to conform to the current year presentation.
Such reclassifications had no effect on the previously reported net loss, Stockholders’ equity or cash flows.
Use
of Estimates
Preparation
of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the
financial statements.
The
Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable
reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived
assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares
and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates
could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably
possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ
from those estimates.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies — (Continued)
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents
in the consolidated financial statements.
The
Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance
Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates
the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents
with major financial institutions. The Company had approximately $178,485 uninsured at December 31, 2019 of which all
$178,485 was held in foreign bank accounts not covered by FDIC insurance limits as of December 31, 2019.
Accounts
Receivable
Accounts
receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. As of December 31, 2019 and 2018,
the allowance for uncollectable amounts was not material. Management estimates the allowance for bad debts based on existing economic
conditions, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Receivables
are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off
against the allowance for bad debts only after all collection attempts have been exhausted.
As
of December 31, 2019, no customers represented more than 10% of total accounts receivable.
Inventory
Inventory
is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value
of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology
developments, or other economic factors.
Loan
Held for Investment
Loan
held for investment is reported on the balance sheet at the acquired cost which approximates the fair value, which resulted in
a discount. The acquired loan had evidence of deterioration of credit quality and for which it was probable, at the time of our
acquisition, that the Company would be unable to collect all contractually required payments. For these loans, the excess of the
undiscounted contractual cash flows over the undiscounted cash flows estimated by us at the time of acquisition was not accreted
into income (nonaccretable discount). The amount representing the excess of cash flows estimated by us at acquisition over the
purchase price was accreted into purchase discount earned over the life of the applicable loans (accretable discount). The nonaccretable
discount was not accreted into income. If cash flows could not be reasonably estimated for any loan, and collection was not probable,
the cost recovery method of accounting was used. Under the cost recovery method, any amounts received were applied against the
recorded amount of such loans.
Subsequent
to acquisition, if cash flow projections improved, and it was determined that the amount and timing of the cash flows related
to the nonaccretable discount was reasonably estimable and collection was probable, the corresponding decrease in the nonaccretable
discount was transferred to the accretable discount and was accreted into interest income over the remaining life of any such
loan on the interest method. If cash flow projections deteriorated subsequent to acquisition, the decline was accounted for through
the allowance for loan losses. Depending on the timing of an acquisition, the initial allocation of discount generally is made
primarily to nonaccretable discount until the Company is able to assess any cash flows expected to be collected over the purchase
price which are then transferred to accretable discount.
Property
and Equipment, Net
Property
and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in-service
date using the straight-line method over the estimated useful lives of the assets, as follows: 3 to 5 years for office equipment,
5 to 7 years for furniture and fixtures, 6 to 10 years for machinery and equipment, 10 to 15 years for building improvements,
5 years for software, 5 years for molds, 5 to 7 years for vehicles and 40 years for buildings.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies — (Continued)
When
fixed assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any
resulting gain or loss is included in the statements of operations for the respective period. Minor additions and repairs are
expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and
depreciated using the straight-line method over their remaining estimated useful lives.
Long-Lived
Assets
The
Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount
of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets using undiscounted cash
flows. If an asset is found to be impaired, the amount recognized for impairment is equal to the difference between the carrying
value and the asset’s fair value. The Company did not record any impairment charges related to long-lived assets during
the years ended December 31, 2019 and 2018.
Goodwill
and Intangible Assets
We
record intangible assets based on their fair value on the date of acquisition. Goodwill is recorded for the difference between
the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired.
We perform an impairment assessment of goodwill on an annual basis, or whenever impairment indicators exist. In the absence of
any impairment indicators, goodwill is assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding
the existence of impairment indicators are based on market conditions and operational performance of the business.
We
may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not
that the fair value of these assets is greater than their carrying value. When performing a qualitative test, we assess various
factors including industry and market conditions, macroeconomic conditions and performance of our businesses. If the results of
the qualitative assessment indicate that it is more likely than not that our goodwill and other indefinite-lived intangible assets
are impaired, a quantitative impairment analysis would be performed to determine if impairment is required. We may also elect
to perform a quantitative analysis of goodwill initially rather than using a qualitative approach.
The
impairment testing for goodwill is performed at the reporting unit level. The valuation methods used in the quantitative fair
value assessment, discounted cash flow and market multiples method, require our management to make certain assumptions and estimates
regarding certain industry trends and future profitability of our reporting units. If the fair value of a reporting unit exceeds
the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed.
If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. The valuation
of goodwill is affected by, among other things, our business plan for the future and estimated results of future operations. Future
events could cause us to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired.
Intangible
assets include the cost of patents or patent rights (hereinafter, collectively “patents”) and trademarks. Patent and
trademark costs are amortized utilizing the straight-line method over their remaining economic useful lives. Costs incurred related
to patents prior to issuance are included in prepaid patent expense until the time the patent is issued and amortization begins
or until management determines it is no longer likely the patent will be issued and amounts are expensed. Edison Nation reviews
long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate
the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from
the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the
asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted
market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based
on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides
to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is
recorded.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies — (Continued)
Revenue
Recognition
Generally,
the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step
process outlined in the Accounting Standards Codification (“ASC”) 606:
Step
1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved
the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights
regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to
be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of
the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.
Step
2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance
obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct
goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract
includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are
capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted
for as a combined performance obligation.
Step
3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize
as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to
determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration,
the Company would determine the amount of variable consideration that should be included in the transaction price based on expected
value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable
that a significant future reversal of cumulative revenue under the contract would not occur.
Step
4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate
the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the
entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction
price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception.
Step
5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods
or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of
the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use
of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from
directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present
obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s).
Performance obligations can be satisfied at a point in time or over time.
Substantially
all of the Company’s revenues continue to be recognized when control of the goods are transferred to the customer, which
is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable
components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically
these credits for defective merchandise have not been material. Based on the Company’s analysis of the new revenue standards,
revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues,
was not impacted by the adoption of the new revenue standards.
Disaggregation
of Revenue
The
Company’s primary revenue streams include the sale and/or licensing of consumer goods and packaging materials for innovative
products. The Company’s licensing business is not material and has not been separately disaggregated for segment purposes.
The disaggregated Company’s revenues for the years ended December 31, 2019 and 2018 was as follows:
|
|
For
the Years
Ended
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Product
sales
|
|
$
|
19,184,428
|
|
|
$
|
16,037,221
|
|
Service
revenues
|
|
|
-
|
|
|
|
197,068
|
|
Licensing
revenues
|
|
|
444,634
|
|
|
|
267,920
|
|
Total
revenues, net
|
|
$
|
19,629,062
|
|
|
$
|
16,502,209
|
|
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies — (Continued)
For
the years ended December 31, 2019 and 2018, the following customers represented more than 10% of total net revenues:
|
|
For
the years ended
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Customer:
|
|
|
|
|
|
|
Customer
A
|
|
|
14
|
%
|
|
|
21
|
%
|
For
the years ended December 31, 2019 and 2018, the following geographical regions represented more than 10% of total net revenues:
|
|
For
the Years Ended
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Region:
|
|
|
|
|
|
|
North
America
|
|
|
76
|
%
|
|
|
80
|
%
|
Asia-Pacific
|
|
|
9
|
%
|
|
|
13
|
%
|
Europe
|
|
|
15
|
%
|
|
|
7
|
%
|
Cost
of Revenues
Cost
of revenues includes freight charges, purchasing and receiving costs, depreciation and inspection costs.
Shipping
and Handling Costs
Shipping
and handling costs include inbound freight costs and the cost to ship product to the customer and are included in cost of sales.
Fair
Value of Financial Instruments
The
Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements
and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements.
ASC
820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may
be used to measure fair value:
Level
1 — quoted prices in active markets for identical assets or liabilities
Level
2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level
3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)
The
carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable, accrued expenses
and other current liabilities approximate fair values due to the short-term nature of these instruments. The carrying amount of
the Company’s notes payable approximates fair value because the effective yields on these obligations, which include contractual
interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns
for instruments of similar credit risk. The loan held for investment was acquired at fair value, which resulted in a discount.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies — (Continued)
The
following changes in level 3 instruments for the year ended December 31, 2019 are presented below:
|
|
Contingent
Consideration
Earnout
|
|
Balance,
January 1, 2019
|
|
$
|
(520,000
|
)
|
Change in fair value of earnout
|
|
|
520,000
|
|
Balance,
December 31, 2019
|
|
$
|
-
|
|
Foreign
Currency Translation
The
Company uses the United States dollar as its functional and reporting currency since the majority of the Company’s revenues,
expenses, assets and liabilities are in the United States. Assets and liabilities in foreign currencies are translated using the
exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing
during the year. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions
and translation for the years ended December 31, 2019 and 2018 and the cumulative translation gains and losses as of December
31, 2019 and 2018 were not material.
Income
Taxes
The
Company accounts for income taxes under the provisions of the Financial Accounting Standards Board (“FASB”) ASC Topic
740 “Income Taxes” (“ASC Topic 740”).
The
Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included
or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the
difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary
differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse.
The
Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.
Management
has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated
financial statements as of December 31, 2019 and 2018. The Company does not expect any significant changes in its unrecognized
tax benefits within twelve months of the reporting date.
The
Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general
and administrative expenses in the statements of operations.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies — (Continued)
Net
Earnings or Loss per Share
Basic
net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares
outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average
number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive,
resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common
shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of December 31, 2019,
the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire
shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.
|
|
|
December 31,
|
|
|
|
|
2019
|
|
Selling Agent Warrants
|
|
|
160,492
|
|
Shares reserved in exchange for the cancellation
of certain non-voting membership interest in Edison Nation Holdings, LLC
|
|
|
990,000
|
|
Options
|
|
|
80,000
|
|
Convertible shares under notes payable
|
|
|
285,632
|
|
Warrants for
noteholders
|
|
|
50,000
|
|
Restricted
stock units
|
|
|
210,000
|
|
Shares to be
issued to consultants
|
|
|
412,500
|
|
Total
|
|
|
2,188,624
|
|
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies — (Continued)
Deferred
Financing Costs
Deferred
financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the
balance sheet as a direct deduction from the carrying value of the debt liability. Amortization of deferred financing costs are
included as a component of interest expense. Deferred financing costs are amortized using the straight-line method over the term
of the recognized debt liability which approximates the effective interest method.
Recent
Accounting Pronouncements
In
February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) which amends the existing accounting standards
for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes
to lessor accounting. This accounting guidance is effective for fiscal years, and interim periods within those years, beginning
after December 15, 2018, with early adoption permitted. Additionally, this accounting guidance requires a modified retrospective
transition approach for all leases existing at, or entered into after the date of initial application, with an option to use certain
transition relief. In July 2018, the FASB issued a practical expedient that would allow entities the option to apply the provisions
of the new lease guidance at the effective date of adoption without adjusting the comparative periods presented. The Company
adopted this standard in the first quarter of 2019 and the adoption had the following impact on the Company’s
results and consolidated financial statements:
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies — (Continued)
The
Company has elected the “package of practical expedients” and as a result is not required to reassess its prior accounting
conclusions about lease identification, lease classification and initial direct costs for lease contracts that exist as of the
transition date. However, the Company has not elected the use of hindsight for determining the reasonably certain lease term.
The
new lease standard also provides practical expedients and policy elections for an entity’s ongoing accounting. The Company
has elected the practical expedient to not separate lease and non-lease components for all of its leases. The Company has elected
the short-term lease recognition exemption, which results in no recognition of right-of-use assets and lease liabilities for existing
short-term leases at transition.
Upon
adoption on January 1, 2019, the Company recognized right of use assets for operating leases and operating lease liabilities that
have not previously been recorded. The lease liability for operating leases is based on the net present value of future minimum
lease payments. The right of use asset for operating leases is based on the lease liability. The Company did not have any deferred
rent or material prepaid rent.
The
cumulative effect of initially applying the new lease accounting standard as of January 1, 2019 is as follows:
|
|
January
1,
2019
|
|
|
Cumulative
Effect
Adjustment
|
|
|
January
1,
2019, as
adjusted
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Right
of use assets – operating leases
|
|
$
|
-
|
|
|
$
|
943,997
|
|
|
$
|
943,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
portion of operating lease liabilities
|
|
$
|
-
|
|
|
$
|
261,866
|
|
|
$
|
261,866
|
|
Operating
lease liabilities, net of current portion
|
|
$
|
-
|
|
|
$
|
682,131
|
|
|
$
|
682,131
|
|
The
adoption of the standard did not result in any material changes to the recognition of operating lease expenses in the Company’s
consolidated statements of operations.
In
January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04), “Simplifying the Test for Goodwill
Impairment”, which removes Step 2 from the goodwill impairment test. ASU 2017-04 requires that if a reporting unit’s
carrying value exceeds its fair value, an impairment charge would be recognized for the excess amount, not to exceed the carrying
amount of goodwill. ASU 2017-04 will be effective for interim and annual reporting periods beginning after December 15, 2019.
Early application is permitted after January 1, 2017. The Company early adopted ASU 2017-04 in the third quarter of 2018. The
Company recognized an impairment charge of $4,443,000 under the simplified test for goodwill impairment.
In
June 2018, the FASB issued an amendment to the accounting guidance related to accounting for employee share-based payments which
clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined.
This amendment is effective for annual periods beginning after December 15, 2018. The Company adopted this accounting guidance
in the first quarter of 2019 with no impact on our financial statements.
In
August 2018, the FASB issued new accounting guidance that addresses the accounting for implementation costs associated with a
hosted service. The guidance provides that implementation costs be evaluated for capitalization using the same criteria as that
used for internal-use software development costs, with amortization expense being recorded in the same income statement expense
line as the hosted service costs and over the expected term of the hosting arrangement. This guidance is effective for public
business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early
adoption permitted. The guidance will be applied either retrospectively or prospectively to all implementation costs incurred
after the date of adoption. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting
guidance will have on our financial statements.
In
August 2018, the FASB issued new accounting guidance that eliminates, adds and modifies certain disclosure requirements for fair
value measurements. Among the changes, an entity will no longer be required to disclose the amount of and reasons for transfers
between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used
to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for interim and annual
reporting periods beginning after December 15, 2019; early adoption is permitted. Since this accounting guidance only revises
disclosure requirements, it will not have a material impact on the Company’s consolidated financial statements.
In
October 2018, the FASB issued new accounting guidance for Variable Interest Entities, which requires indirect interests held through
related parties in common control arrangements be considered on a proportional basis for determining whether fees paid to decision
makers and service providers are variable interests. The guidance is effective for the Company’s interim and annual reporting
periods during the year ending December 31, 2020. Early adoption is permitted. The Company currently does not believe that the
adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
Subsequent
Events
The
Company has evaluated subsequent events through the date which the financial statements were issued. Based upon the evaluation,
except for items described in Note 16, the Company did not identify any recognized or non-recognized subsequent events
that would have required adjustment or disclosure in the financial statements.
Segment
Reporting
The
Company uses “the management approach” in determining reportable operating segments. The management approach considers
the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions
and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating
decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to
make decisions about allocating resources and assessing performance for the entire Company. The Company deploys resources on a
consolidated level to all brands of the Company and therefore the Company only identifies one reportable operating segment with
multiple product offerings.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
3 — Acquisition
On
September 4, 2018, the Company completed the acquisition of all of the voting membership interest of Edison Nation Holdings, LLC
for a total purchase price of $12,820,978 comprising of (i) $950,000 cash (ii) the assumption of the remaining balance of the
senior convertible debt through the issuance to the holders of 4%, 5-year senior convertible notes (the “New Convertible
Notes”), in the aggregate principal and interest amount of the sum of $1,428,161, less debt discount of $500,000 for the
approximate fair value of the conversion feature, which are convertible into approximately 285,632 shares of the Company’s
common stock, at the option of the holder of such New Convertible Notes (subject to certain adjustments as provided in the Membership
Interest Purchase Agreement (the “Purchase Agreement”) among the Company and Edison Nation Holdings, LLC and Edison
Nation Holdings, LLC members dated June 29, 2018 and the terms of the New Convertible Notes), (iii) the reservation of 990,000
shares of the Company’s common stock that may be issued in exchange for the redemption of certain non-voting membership
interests of EN that will be created specifically in connection with the transaction contemplated by the Purchase Agreement (which
exchange obligations may be instead satisfied in cash instead of shares of common stock, in the Company’s sole discretion),
and (iv) the issuance of 557,084 shares or $3,760,317 of the Company’s common stock in full satisfaction of the indebtedness
represented by promissory notes payable by EN to Venture Six, LLC and Wesley Jones.
The
activity of Edison Nation Holdings, LLC included in the Company’s consolidated statements of operations from the date
of acquisition was net sales of $267,920 and net loss of $197,485.
On
October 29, 2018, the Company completed the acquisition of 72.15% of the outstanding capital stock of Cloud B, Inc. in exchange
for 489,293 shares of restricted common stock of the Company. In addition, the Company entered into an Earn Out Agreement with
the Cloud B Sellers, whereby, beginning in 2019, the Company will pay the Cloud B Sellers an annual amount equal to 8% multiplied
by the annual gross sales of Cloud B, as reduced by the total gross sales generated by Cloud B in 2018. The Earn Out Agreement
expires on December 31, 2021. In February 2019, CBAVI, LLC foreclosed on the Promissory Note it held that was secured by Cloud
B, Inc.’s assets. After the foreclosure, there likely will be no assets to distribute to other creditors. In addition,
the fair value of the earnout originally valued at $520,000 was reduced to $0 with an adjustment to change in fair value in the Company’s Consolidated Statements
of Operations.
The
activity of Cloud B, Inc. included in the Company’s consolidated statements of operations from the date of acquisition
was net sales of $1,512,328 and net loss of $44,408.
On
December 31, 2018, the Company completed the acquisition of all of the voting membership interest of Pirasta, LLC from NL Penn
Capital, LP in exchange for the satisfaction of $470,000 due from related party. Accordingly, the consolidated financial statements
of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that equity reflects
a distribution for the excess of consideration paid over the net carrying amount of assets.
The
activity of Pirasta, LLC included in the Company’s consolidated statements of operations from the date of acquisition
to December 31, 2018 was not material.
On
December 31, 2018, the Company completed the acquisition of 50% of the voting membership interest of Best Party Concepts, LLC
from NL Penn Capital, LP in exchange for the satisfaction of $500,000 due from related party. Accordingly, the consolidated financial
statements of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that
equity reflects a distribution for the excess of consideration paid over the net carrying amount of assets. NL Penn Capital, LP
is owned by Christopher B. Ferguson, our Chairman and Chief Executive Officer.
The
activity of Best Party Concepts, LLC included in the Company’s consolidated statements of operations from the date of
acquisition to December 31, 2018 was not material.
On
November 6, 2019, the Company issued 45,000 shares of our common stock to acquire the assets of Uber Mom, LLC for $52,352,
which was the approximate value of Uber Mom, LLC’s inventory.
The
activity of Uber Mom included in the Company’s consolidated statements of operations from the date of acquisition
to December 31, 2019 was not material.
Joint
Venture
On
August 23, 2019, the Company formed Ed Roses, LLC, a 50% joint venture with 4Keeps Roses, Inc., to distribute preserved roses,
flowers and associated gift products.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
3 — Acquisition — (Continued)
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
|
|
The
Company believes that these combinations will further strengthen its future growth opportunities while also increasing
product diversification. The Company accounted for these acquisitions as a business combination under the acquisition method
of accounting.
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
|
|
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
|
|
In
connection with the acquisitions the Company will no longer present multiple segments for packaging materials and consumer goods
segment as resources will be deployed on a consolidated level and all entities will operate cross functionally as one team to
bring products to market.
Note
4 — Accounts Receivable
As
of December 31, 2019 and 2018, accounts receivable consisted of the following:
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2019
|
|
|
2018
|
|
Accounts
receivable
|
|
$
|
2,185,859
|
|
|
$
|
1,889,112
|
|
Less:
Allowance for doubtful accounts
|
|
|
(77,760
|
)
|
|
|
(11,761
|
)
|
Total
accounts receivable, net
|
|
$
|
2,108,099
|
|
|
$
|
1,877,351
|
|
Note
5 — Inventory
As
of December 31, 2019 and 2018, inventory consisted of the following:
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2019
|
|
|
2018
|
|
Raw
materials
|
|
$
|
49,232
|
|
|
$
|
48,576
|
|
Finished
goods
|
|
|
1,319,993
|
|
|
|
875,131
|
|
Total
inventory
|
|
$
|
1,369,225
|
|
|
$
|
923,707
|
|
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
6 — Prepaid expenses and other current assets
As
of December 31, 2019 and 2018, accrued expenses and other current liabilities consisted of the following:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Deposits on inventory
|
|
$
|
680,792
|
|
|
$
|
133,073
|
|
Deposits
|
|
|
11,409
|
|
|
|
66,862
|
|
Prepaid insurance
|
|
|
46,848
|
|
|
|
59,892
|
|
Accrued revenue
|
|
|
18,966
|
|
|
|
36,657
|
|
Prepaid consulting fees
|
|
|
137,328
|
|
|
|
251,000
|
|
Other
|
|
|
22,090
|
|
|
|
64,211
|
|
Total prepaid expenses and other current assets
|
|
$
|
917,433
|
|
|
$
|
611,695
|
|
Note
7 — Property and equipment, net
As
of December 31, 2019 and 2018, property and equipment consisted of the following:
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2019
|
|
|
2018
|
|
Land
|
|
$
|
79,100
|
|
|
$
|
79,100
|
|
Buildings
– rental property
|
|
|
445,635
|
|
|
|
427,704
|
|
Building
improvements
|
|
|
766,859
|
|
|
|
760,017
|
|
Equipment
and machinery
|
|
|
3,917,080
|
|
|
|
3,929,332
|
|
Furniture
and fixtures
|
|
|
387,836
|
|
|
|
322,157
|
|
Computer
software
|
|
|
23,518
|
|
|
|
23,518
|
|
Molds
|
|
|
4,651,889
|
|
|
|
4,589,153
|
|
Vehicles
|
|
|
521,962
|
|
|
|
502,960
|
|
|
|
|
10,793,879
|
|
|
|
10,633,941
|
|
Less:
accumulated depreciation
|
|
|
(9,861,911
|
)
|
|
|
(9,635,078
|
)
|
Total
property and equipment, net
|
|
$
|
931,968
|
|
|
$
|
998,863
|
|
Depreciation
expense for the years ended December 31, 2019 and 2018 was $231,518 and $175,609, respectively.
Note
8 — Goodwill
The
changes in the carrying amount of goodwill for the year ended December 31, 2019 consisted of the following:
|
|
Total
|
|
Balance, January 1, 2018
|
|
$
|
-
|
|
Acquisitions
|
|
|
9,736,510
|
|
Balance, January 1, 2019
|
|
$
|
9,736,510
|
|
Acquisition of Uber Mom
|
|
|
98,613
|
|
Impairment
|
|
|
(4,443,000
|
)
|
Balance, December 31, 2019
|
|
$
|
5,392,123
|
|
The Company recorded and impairment charge
of $4,443,000 related to our annual impairment assessment. The impairment was a result of decreased profitability as compared
to anticipated profitability in our businesses acquired in 2018. The Company utilized the simplified test for goodwill impairment.
The amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. The
valuation methods used in the quantitative fair value assessment was a discounted cash flow method and required management to
make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
9 — Intangible assets, net
As
of December 31, 2019, intangible assets consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
|
Accumulated
|
|
|
|
Carrying
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
Amortization
|
|
|
|
Amount
|
|
Finite
lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer
relationships
|
|
|
15
years
|
|
|
|
13.8
years
|
|
|
$
|
4,270,000
|
|
|
$
|
339,556
|
|
|
$
|
3,930,444
|
|
Developed
technology
|
|
|
7
years
|
|
|
|
5.7
years
|
|
|
|
3,800,000
|
|
|
|
697,619
|
|
|
|
3,102,381
|
|
Membership
network
|
|
|
7
years
|
|
|
|
5.7
years
|
|
|
|
1,740,000
|
|
|
|
331,429
|
|
|
|
1,408,571
|
|
Non-compete
agreements
|
|
|
2
years
|
|
|
|
.7
years
|
|
|
|
50,000
|
|
|
|
33,333
|
|
|
|
16,667
|
|
Total
finite lived intangible assets
|
|
|
|
|
|
|
|
|
|
$
|
9,860,000
|
|
|
$
|
1,401,937
|
|
|
$
|
8,458,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite
lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
and tradenames
|
|
|
Indefinite
|
|
|
|
|
|
|
$
|
3,140,000
|
|
|
$
|
-
|
|
|
$
|
3,140,000
|
|
Total
indefinite lived intangible assets
|
|
|
|
|
|
|
|
|
|
$
|
3,140,000
|
|
|
$
|
-
|
|
|
$
|
3,140,000
|
|
Total
intangible assets
|
|
|
|
|
|
|
|
|
|
$
|
13,000,000
|
|
|
$
|
1,401,937
|
|
|
$
|
11,598,063
|
|
As
of December 31, 2018, intangible assets consisted of the following:
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
Finite
lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer
relationships
|
|
|
15
years
|
|
|
|
14.8
years
|
|
|
$
|
4,270,000
|
|
|
$
|
61,555
|
|
|
$
|
4,208,445
|
|
Developed
technology
|
|
|
7
years
|
|
|
|
6.7
years
|
|
|
|
3,800,000
|
|
|
|
159,524
|
|
|
|
3,640,476
|
|
Membership
network
|
|
|
7
years
|
|
|
|
6.7
years
|
|
|
|
1,740,000
|
|
|
|
82,857
|
|
|
|
1,657,143
|
|
Non-compete
agreements
|
|
|
2
years
|
|
|
|
1.7
years
|
|
|
|
50,000
|
|
|
|
8,333
|
|
|
|
41,667
|
|
Total
finite lived intangible assets
|
|
|
|
|
|
|
|
|
|
$
|
9,860,000
|
|
|
$
|
312,269
|
|
|
$
|
9,547,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite
lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
and tradenames
|
|
|
Indefinite
|
|
|
|
|
|
|
$
|
3,140,000
|
|
|
$
|
-
|
|
|
$
|
3,140,000
|
|
Total
indefinite lived intangible assets
|
|
|
|
|
|
|
|
|
|
$
|
3,140,000
|
|
|
$
|
-
|
|
|
$
|
3,140,000
|
|
Total
intangible assets
|
|
|
|
|
|
|
|
|
|
$
|
13,000,000
|
|
|
$
|
312,269
|
|
|
$
|
12,687,731
|
|
Amortization
expense for the years ended December 31, 2019 and 2018 was $1,089,668 and $312,269, respectively.
The
estimated future amortization of intangibles subject to amortization at December 31, 2019 was as follows:
For
the Years Ended December 31,
|
|
|
Amount
|
|
2020
|
|
$
|
1,092,762
|
|
2021
|
|
|
1,076,095
|
|
2022
|
|
|
1,076,095
|
|
2023
|
|
|
1,076,095
|
|
2024
|
|
|
1,076,095
|
|
Thereafter
|
|
$
|
3,060,921
|
|
Note
10 — Accrued expenses and other current liabilities
As
of December 31, 2019 and 2018, accrued expenses and other current liabilities consisted of the following:
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2019
|
|
|
2018
|
|
Accrued
taxes - other
|
|
$
|
261,396
|
|
|
$
|
259,559
|
|
Accrued
payroll and benefits
|
|
|
482,719
|
|
|
|
175,336
|
|
Accrued
professional fees
|
|
|
201,318
|
|
|
|
133,261
|
|
Customer
deposits
|
|
|
13,212
|
|
|
|
35,094
|
|
Accrued
interest
|
|
|
341,559
|
|
|
|
269,782
|
|
Accrued
legal contingencies
|
|
|
240,105
|
|
|
|
-
|
|
Other
|
|
|
54,359
|
|
|
|
262,519
|
|
Total
accrued expenses and other current liabilities
|
|
$
|
1,594,668
|
|
|
$
|
1,135,551
|
|
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
11 — Debt
As
of December 31, 2019 and December 31, 2018, debt consisted of the following:
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2019
|
|
|
2018
|
|
Line
of credit:
|
|
|
|
|
|
|
|
|
Asset
backed line of credit
|
|
$
|
472,567
|
|
|
$
|
561,804
|
|
Debt
issuance costs
|
|
|
(15,573
|
)
|
|
|
(30,000
|
)
|
Total
line of credit
|
|
|
456,995
|
|
|
|
531,804
|
|
|
|
|
|
|
|
|
|
|
Senior
convertible notes payable:
|
|
|
|
|
|
|
|
|
Senior
convertible notes payable
|
|
|
1,428,161
|
|
|
|
1,428,161
|
|
Debt
issuance costs
|
|
|
(366,666
|
)
|
|
|
(466,667
|
)
|
Total
long-term senior convertible notes payable
|
|
|
1,061,495
|
|
|
|
961,494
|
|
Less:
current portion of long-term notes payable
|
|
|
-
|
|
|
|
-
|
|
Noncurrent
portion of long-term convertible notes payable
|
|
|
1,061,495
|
|
|
|
961,494
|
|
|
|
|
|
|
|
|
|
|
Notes
payable:
|
|
|
|
|
|
|
|
|
Notes
payable
|
|
|
1,621,015
|
|
|
|
370,250
|
|
Debt
issuance costs
|
|
|
(212,848
|
)
|
|
|
-
|
|
Total
long-term debt
|
|
|
1,408,167
|
|
|
|
370,250
|
|
Less:
current portion of long-term debt
|
|
|
(1,365,675
|
)
|
|
|
(313,572
|
)
|
Noncurrent
portion of long-term debt
|
|
|
42,492
|
|
|
|
56,678
|
|
|
|
|
|
|
|
|
|
|
Notes
payable – related parties:
|
|
|
|
|
|
|
|
|
Notes
payable
|
|
|
3,282,021
|
|
|
|
3,464,191
|
|
Less:
current portion of long-term debt – related parties
|
|
|
(1,686,352
|
)
|
|
|
(932,701
|
)
|
Noncurrent
portion of long-term debt – related parties
|
|
$
|
1,595,669
|
|
|
$
|
2,531,490
|
|
Line
of Credit
On
December 27, 2018, the Company entered into credit agreement providing for an asset backed line of credit of $1,000,000. The credit
agreement contains a revolving maturity date which is subject to an annual review by the lender. The credit agreement is collateralized
by substantially all of the assets of Ferguson Containers, Inc. The interest rate was 8.5% as of December 31, 2019. The agreement
contains certain covenants and definition. As of December 31, 2019, the Company was not in compliance with certain
covenants under the line of credit. Subsequently, the Company repaid the line of credit in full from the use of funds from
the Bayview factoring agreement.
Long-term
Convertible Notes Payable – Related Parties
On
September 4, 2018, in connection with the acquisition of EN, the Company issued five senior convertible notes payable aggregating
$1,428,161. The notes have an effective interest rate of four percent (4%) per annum. The Company is required to make semi-annual
interest payments on June 30th and December 31st of each year. The notes have an option to convert at a conversion price of $5.00.
Prepayments are not allowed under the notes without the prior written consent of applicable holders of a note until the second
anniversary of the effective date of the note, after which time the notes may be prepaid without penalty at any time upon sixty
(60) days’ written notice to the holders. The holders have piggyback registration rights. If the conversion option is not
elected by the holder, all outstanding principal and interest is due on September 4, 2023. The Company recorded a debt discount
of $500,000 related to the beneficial conversion feature that will be amortized over five (5) years to interest expense.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
11 — Debt — (Continued)
Notes
Payable
The
Company borrowed funds under two separate notes, aggregating $645,000, in February 2018 and March 2018. In addition, the Company
issued the 20,000 and 13,500 shares to the holders of the notes payable, respectively. The fair value of the shares issued was
$167,500 which was recorded as a debt discount and fully amortized through interest expense. As of December 31, 2019, both
holders of the notes were paid in full.
On
September 7, 2018, the Company borrowed $73,559 related to the purchase of a commercial delivery vehicle. The note bears interest
at a rate of 4.5% per annum. The monthly payments under the note are $1,371 commencing on October 6, 2018 and maturing on September
6, 2023. The loan is collaterized by the commercial delivery vehicle having the approximate value of $75,000.
On
December 1, 2016, Cloud B, Inc. entered into a Loan Agreement with an outside associate of CEO Linda Suh. The loan was in the
amount of $300,000. This loan was for a period of six (6) months and bears no interest and therefore no monthly interest payments.
A Loan Amendment and Extension Agreement was entered into on June 1, 2017, extending the maturity of the loan until December 31,
2017. This loan remains outstanding. No collateral was provided by the Company for any of the above-referenced loans.
On
May 16, 2019, the Company entered into a non-interest bearing promissory note of $300,000, with an original issue discount of
$50,000. The Company issued 20,000 shares of its common stock to the note holder as additional consideration for the purchase
of the note. The Company recorded $62,000 as a debt discount as of December 31, 2019 related to the value of the shares issued.
The note matured on November 16, 2019 and was paid in full.
On
June 14, 2019, the Company entered into that certain Loan Agreement with Tiburon Opportunity Fund (the “Lender”),
dated June 14, 2019 (the “Loan Agreement”). Pursuant to the terms of the Loan Agreement, the Lender agreed to loan
the Company $250,000. The Loan is interest bearing at the rate of 1.5% per month through the term of the Loan. Additionally, the
Loan Agreement provides that the Company shall pay the Lender the entire unpaid principal and all accrued interest upon thirty
days’ notice to the Company, but in any event, the notice shall not be sooner than August 11, 2019. The Loan proceeds are
being used to fund general working capital needs of the Company. If the Company defaults on the performance of any obligation
under the Loan Agreement, the Lender may declare the principal amount of the Loan owing under the Loan Agreement at the time of
default to be immediately due and payable. Furthermore, the Loan Agreement grants the Lender a collateral interest in certain
accounts receivable of SRM Entertainment Ltd., a subsidiary of the Company. The outstanding principal and interest on the note
was repaid on December 27, 2019.
On
August 26, 2019, the Company entered into a securities purchase agreement with Labrys Fund, LP (the “Investor”) pursuant
to which the Investor purchased a 12% Convertible Promissory Note (the “Note”) from the Company. Unless there is a
specific Event of Default (as such term is defined in the Note) or the Note remains unpaid by the Maturity Date, then the Investor
shall not have the ability to convert the principal and interest under the Notes into shares of the Company’s common stock.
The Company agreed to issue and sell to the Investor the Note, in the principal amount of $560,000, with an original issue discount
in the amount of $60,000. The Note is due and payable February 26, 2020 (the “Maturity Date”). Additionally, the Company
issued 181,005 shares of Common Stock to the Investor as a commitment fee, of which 153,005 shares of Common Stock must be returned
to the Company in the event the Note is fully paid and satisfied prior to the Maturity Date.
On
January 24, 2020, the Company repaid the Labrys Note in full. Upon repayment of the Labrys Note, Labrys returned to the Company
for cancellation the 153,005 shares of Common Stock that had been originally issued to as a portion of the commitment fee paid
in connection with the Labrys Note, and allowed the Company to cancel the reservation of the 875,000 shares of Common Stock that
had been reserved pursuant to the Labrys SPA and Labrys Note.
On
December 4, 2019, the Company entered into a Senior Secured Note Agreement (the “32E Loan Agreement”) with 32 Entertainment
LLC (“32E”), pursuant to which 32E agreed to loan the Company $250,000 (the “Loan”). The Loan is interest
bearing at the rate of 10.0% per annum through the term of the Loan. The Company issued 10,000 shares of common stock to 32E in
connection with the 32E Loan Agreement. In addition, the Company issued a warrant (the “32E Warrant”) to purchase
50,000 shares of the Company’s common stock. Under the terms of the 32E Loan Agreement, the Company entered into a registration
rights agreement whereby the Company agreed to register the shares and file this registration statement on a Form S-1 with the
SEC. The Company was required to have such registrations statement declared effective by the SEC within 90 calendar days. The
Loan proceeds are being used to fund general working capital needs of the Company. If the Company defaults on the performance
of any obligation under the Loan Agreement, 32E may declare the principal amount of the Loan owing under the 32E Loan Agreement
at the time of default to be immediately due and payable. Interest is due in March, June and September. The outstanding principal
and interest on the note are due on December 4, 2020. On May 19, 2020, the 32E Loan Agreement was amended to change
the due date on the outstanding principal and interest to May 31, 2020.
Notes
Payable – Related Parties
On
September 30, 2018, in connection with the acquisition of SRM and Fergco, the Company issued two notes payable aggregating
$2,996,500. One note was issued to NL Penn Capital, L.P, in relation to the acquisition of SRM in the amount of $2,120,000
and the other note was issued to the stockholders of Fergco in the amount of $876,500. The notes bear interest at a rate of
six percent (6%) per annum and have an effective interest rate of six percent (6%) per annum. The Company is required to make
monthly payments comprised of principal and interest beginning in January 2018 that are amortized over ten (10) years, with a
balloon payment of all outstanding principal and interest due at the respective maturity dates of $677,698, due
on December 1, 2020, and $1,249,043, due on December 1, 2022. NL Penn Capital, L.P. has from time to time
agreed to defer payments due under the note. The former stockholders of Fergco have agreed to defer all payments due under
the note and the deferred amount is due on demand.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
11 — Debt — (Continued)
On
April 24, 2014, Cloud B, Inc. entered into two Shareholder Loan Agreements. One shareholder loan was from former shareholder,
Board Member, and CEO of Cloud B, Inc. prior to the acquisition on October 29, 2018, Linda Suh in the amount of $100,000. This
loan bears interest at a rate of 7.0% per annum for the first twelve (12) months and 8.0% per annum thereafter. The Company is
required to make monthly interest only payments. Interest payments on this loan have been paid through November 2018. The other
shareholder loan was from former shareholder and Board Member of Cloud B, Inc. prior to the acquisition on October 29, 2018, John
Royan in the amount of $500,000. This loan bears interest at a rate of 7.0% per annum for the first six (6) months and 8.0% per
annum for the next six (6) months. The Company was required to make monthly interest only payments through May 2015, with the
loan becoming due and payable on May 28, 2015. This loan remains outstanding with the last interest payment made in July 2015.
Convertible
Notes
On
March 6, 2019, Edison Nation entered into a securities purchase agreement (the “FirstFire SPA”) with an accredited
investor (the “Investor”) pursuant to which the Investor purchased a 2% unsecured, senior convertible promissory note
(the “FirstFire Note”) from the Company. The FirstFire Note was in the amount of $560,000 with an original issue discount
of $60,000. The Company issued 15,000 shares of its common stock valued at $74,100 based on the share price on the date of issuance
to the Investor as additional consideration for the purchase of the FirstFire Note. The Under the terms of the FirstFire SPA,
the Investor will have “piggyback” registration rights in the event the Company files a Form S-1 or Form S-3 within
six months from March 6, 2019, as well as a pro rata right of first refusal in respect of participation in any debt or equity
financings undertaken by the Company during the 18 months following March 6, 2019. The Company is also subject to certain customary
negative covenants under the FirstFire SPA, including but not limited to, the requirement to maintain its corporate existence
and assets subject to certain exceptions, and to not to make any offers or sales of any security under circumstances that would
have the effect of establishing rights or otherwise benefitting other investors in a manner more favorable in any material respect
than those rights and benefits established in favor of the Investor under the terms of the FirstFire SPA and the FirstFire Note.
The maturity date of the FirstFire Note is six months from March 6, 2019. All principal amounts and the interest thereon are convertible
into shares of the Company’s common stock only in the event that an event of default occurs.
On
June 17, 2019, the Company entered into that certain Settlement and Release Agreement with the Investor (the “Settlement
Agreement”) whereby the Company and the Investor agreed to terminate the FirstFire SPA, FirstFire Note, and all other documents
entered into in connection therewith. Pursuant to the terms of the Settlement Agreement, the Company paid $566,000 and issued
15,000 shares of restricted common stock to the Investor (the “Settlement Amount”). Upon receipt of the Settlement
Amount, the Investor and the Company have agreed to terminate the FirstFire SPA, FirstFire Note, and all other documents entered
into in connection therewith, and to release, waive, and forever discharge the other party from, including, but not limited to,
any claim, right, or legal action, whether past, current, or future, which may arise directly or indirectly out of such documents.
On
May 13, 2019, the Company entered into a securities purchase agreement (the “May 2019 SPA”) with certain accredited
investors (the “Investors”) pursuant to which the Investors purchased Senior Convertible Promissory Notes (the “May
2019 Notes”) from the Company. The use of proceeds from the May 2019 Notes was used for general working capital and to fund
new product launches. Unless there is a specific Event of Default (as such term is defined in the May 2019 Notes), the Investors
shall not have the ability to convert the principal and interest under the May 2019 Notes into shares of common stock. Pursuant
to the May 2019 SPA, the Company agreed to sell to the Investors the May 2019 Notes, in the aggregate principal amount of $1,111,111,
which are convertible into shares of common stock. Additionally, the Company will issue an additional 20,000 shares of common
stock to the Investors as additional consideration for the purchase of the May 2019 Notes. Under the terms of the May 2019 SPA,
the Investors have piggyback registration rights in the event the Company files a Form S-1 or Form S-3 within six months of May
13, 2019. The Company is also subject to certain customary negative covenants under the May 2019 SPA, including but not limited
to, the requirement to maintain its corporate existence and assets subject to certain exceptions, and to not to make any offers
or sales of any security under circumstances that would have the effect of establishing rights or otherwise benefitting other
investors in a manner more favorable in any material respect than those rights and benefits established in favor of the Investors
under the terms of the May 2019 SPA and the May 2019 Notes.
As
issued on May 13, 2019, the principal amount of the May 2019 Notes is $1,111,111, with an original issue discount in the
amount of $111,111. The maturity date of the May 2019 Notes is November 13, 2019. The per share conversion price into which the
principal amount and interest under the May 2019 Notes may be converted is equal to 80% multiplied by the lowest traded price
of our common stock during the 20 consecutive trading days preceding the date of conversion. The conversion price may be adjusted
in connection with certain material corporate events, and the Company is subject to cash penalties in the event that the Company
fails to timely deliver certificates for shares of common stock issuable upon conversion of May 2019 Notes. The May 2019 Notes
contain a cap, such that the total number of shares of Common Stock issuable under the May 2019 Notes are limited to 19.99% of
the Company’s outstanding shares of common stock as of May 13, 2019. The Company issued 20,000 shares of its common stock
to the note holders as additional consideration for the purchase of the notes in July 2019.
So
long as an Event of Default has not occurred under the terms of the May 2019 Notes, the Company may prepay the May 2019 Notes
at any time, given not less than three trading days’ notice. If the Company exercises its right to prepay the May 2019 Notes
at any time within the initial 180 days following May 13, 2019, the prepayment amount to be paid by the Company shall be an amount
in cash equal to the sum of 115% multiplied by the principal on the May 2019 Notes then outstanding, plus all accrued and unpaid
interest, including unpaid default interest, if any.
Alexander
Capital placed the notes and received warrants to purchase 24,366 shares of the Company’s common stock, at an exercise price
of $2.85 per share. The notes were converted into 560,185 shares of common stock in November 2019 at $2.00 per share.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
11 — Debt — (Continued)
Receivables
Financing and Inventory
In
April 2019, we entered into a receivables financing arrangement for certain receivables of the Company. The agreement allows for
borrowings up to 80% of the outstanding receivable based on the credit quality of the customer. The fee is between 1% and 2% of
the total invoices financed.
On
November 12, 2019, the Company entered into a Receivables Purchase Agreement with a financial institution (the “Receivables
Purchase Agreement”), whereby the Company agreed to the sell of $225,000 of receivables for $200,000. The
proceeds were used for general working capital.
On
November 18, 2019, the Company entered into a Future Receivables Purchase Agreement with a financial institution (the “Future
Receivables Purchase Agreement”), whereby the Company agreed to the sell of $337,500 of receivables for $250,000.
The proceeds were used to fund our receivables for overseas distributors. Christopher B. Ferguson, our Chairman and Chief
Executive Officer, personally guaranteed the prompt and complete performance of the Company’s obligations under the Future
Receivables Purchase Agreement.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
11 — Debt — (Continued)
The
scheduled maturities of the debt for the next five years as of December 31, 2019, are as follows:
For
the Years Ended December 31,
|
|
Amount
|
|
2020
|
|
$
|
3,737,443
|
|
2021
|
|
|
206,760
|
|
2022
|
|
|
1,419,285
|
|
2023
|
|
|
1,440,278
|
|
2024
|
|
|
-
|
|
Thereafter
|
|
|
-
|
|
|
|
$
|
6,803,766
|
|
Less: debt discount
|
|
|
(595,088
|
)
|
|
|
$
|
6,208,678
|
|
For
the year ended December 31, 2019, interest expense was $1,298,168 of which $320,781 was related party interest
expense. For the year ended December 31, 2018 interest expense was $501,221.
Note
12 — Income Taxes
Edison
Nation, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from Fergco,
Edison Nation Holdings, LLC, Edison Nation, LLC, Safe TV Shop, LLC, Everyday Edisons, LLC and Pirasta, LLC based upon Edison Nation,
Inc.’s economic interest in those entities. Cloud B, Inc. is taxed as a corporation and pays corporate federal, state and
local taxes on its income. The Company has three foreign entities of which only SRM has operations, SRM is an entity subject to
the Hong Kong, China tax regime. The Hong Kong tax returns remain subject to examination by local taxing authorities beginning
with the tax year ended December 31, 2011.
Cloud B, Inc. was a Subchapter S pass-through
entity for income tax purposes prior to its acquisition by the Company on October 29, 2018. Accordingly, Cloud B, Inc. was not
subject to income taxes prior to the acquisition and therefore the tax provision related to the United States income is only for
the post-acquisition period.
Edison
Nation Holdings, LLC and its subsidiaries are disregarded limited liability corporation entities for income tax purposes. Accordingly,
EN was not subject to income taxes prior to the acquisition on September 4, 2018 and the results of operations were not material
therefore the tax provision related to the United States income is only for the post-acquisition period.
United
States and foreign components of income before income taxes were as follows:
|
|
For
the Years
Ended
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
United
States
|
|
$
|
(14,210,716
|
)
|
|
$
|
(5,828,261
|
)
|
Foreign
|
|
|
(7,811
|
)
|
|
|
788,159
|
|
Income
before income taxes
|
|
$
|
(14,218,527
|
)
|
|
$
|
(5,040,102
|
)
|
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
12 — Income Taxes – (Continued)
The
tax effects of temporary differences that give rise to deferred tax assets or liabilities are presented below:
|
|
For
the Years
Ended
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Deferred
tax assets:
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
|
$
|
987,747
|
|
|
$
|
682,115
|
|
Goodwill
and intangible assets
|
|
|
-
|
|
|
|
19,410
|
|
Operating
lease liabilities
|
|
|
158,430
|
|
|
|
-
|
|
Net
operating loss carryforwards
|
|
|
2,324,863
|
|
|
|
493,063
|
|
Less:
valuation allowance
|
|
|
(2,424,196
|
)
|
|
|
(1,194,587
|
)
|
Net
deferred tax assets
|
|
$
|
1,046,844
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax liabilities:
|
|
|
|
|
|
|
|
|
Right
of use assets
|
|
|
(153,741
|
)
|
|
|
-
|
|
Goodwill
and intangible assets
|
|
|
(811,000
|
)
|
|
|
-
|
|
Property
and equipment
|
|
$
|
(82,103
|
)
|
|
$
|
341
|
|
Net
deferred tax liabilities
|
|
$
|
(1,046,844
|
)
|
|
$
|
341
|
|
Net
deferred tax liabilities
|
|
$
|
-
|
|
|
$
|
341
|
|
As
of December 31, 2019 and 2018, the Company had $9,675,770 and $2,223,498 of federal net operating loss carryforwards
and $7,532,274 and $0 of state net operating loss carryforwards for income tax purposes, respectively. In connection
with the IPO the Company does not believe the ownership change resulted in the loss of past net operating loss carryforwards.
The above net operating loss carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue
Code of 1986, and similar state provisions if the Company experiences one or more ownership changes. The Company believes the
goodwill acquired in the Edison Nation Holdings acquisition is deductible for tax purposes. The Company evaluates its ability
to realize deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that
all or a portion of a deferred tax asset may not be realized. As of December 31, 2019 and 2018, the Company has recorded
a net deferred tax asset of $3,471,040 and $1,194,587, respectively. However, these net deferred tax assets
will only be utilized to the extent the Company generates sufficient taxable income. As of December 31, 2019,
and 2018, the Company established a valuation allowance in the amount of $2,424,196 and $1,194,587, respectively,
against the net deferred tax asset as it is not more likely than not that it is realizable based on current available
evidence.
The
income tax provision (benefit) consists of the following:
|
|
For
the Years
Ended
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
10,185
|
|
Foreign
|
|
|
3,166
|
|
|
|
292,491
|
|
State
and local
|
|
|
(22,372
|
)
|
|
|
35,107
|
|
Total
current
|
|
$
|
(19,206
|
)
|
|
$
|
337,783
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(896,468
|
)
|
|
$
|
(722,975
|
)
|
Foreign
|
|
|
(341
|
)
|
|
|
(2,316
|
)
|
State
and local
|
|
|
(333,141
|
)
|
|
|
(10,102
|
)
|
Less:
valuation allowance
|
|
|
1,229,609
|
|
|
|
701,525
|
|
Total
deferred
|
|
$
|
(341
|
)
|
|
$
|
(33,868
|
)
|
Income
tax provision (benefit)
|
|
$
|
19,547
|
|
|
$
|
303,915
|
|
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
12 — Income Taxes – (Continued)
A
reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:
|
|
For
the Years
Ended
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Tax
at federal statutory rate
|
|
|
21.0
|
%
|
|
|
21.0
|
%
|
Effect
of U.S. tax law change
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
U.S.
income attributable to pass-through entity
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
U.S.
income subject to valuation allowance
|
|
|
-14.6
|
%
|
|
|
-20.5
|
%
|
State
and local income taxes
|
|
|
0.2
|
%
|
|
|
0.0
|
%
|
Foreign
income not subject to U.S. federal tax
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
Foreign
tax
|
|
|
0.0
|
%
|
|
|
-6.3
|
%
|
Nondeductible
expenses
|
|
|
-6.5
|
%
|
|
|
0.0
|
%
|
Other
|
|
|
0.0
|
%
|
|
|
-0.2
|
%
|
Effective
income tax rate
|
|
|
0.1
|
%
|
|
|
-6.0
|
%
|
The
statutory federal income tax rate differs from the Company’s effective tax rate due to the valuation allowance related to
deferred tax assets and net operating losses and foreign income taxes in Hong Kong.
Note
13 — Related Party Transactions
NL
Penn Capital, LP and SRM Entertainment Group LLC
On
December 31, 2018, the Company completed the acquisition of all of the voting membership interest of Pirasta, LLC from NL Penn
Capital, LP in exchange for the satisfaction of $470,000 due from related party. Accordingly, the consolidated financial statements
of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that equity reflects
a distribution for the excess of consideration paid over the net carrying amount of assets.
On
December 31, 2018, the Company completed the acquisition of 50% of the voting membership interest of Best Party Concepts, LLC
from NL Penn Capital, LP in exchange for the satisfaction of $500,000 due from related party. Accordingly, the consolidated financial
statements of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that
equity reflects a distribution for the excess of consideration paid over the net carrying amount of assets.
As
of December 31, 2019 and December 31, 2018, the net amounts due to related parties consists of net amounts due to SRM Entertainment
Group LLC (“SRM LLC”) and NL Penn Capital, LP, which are both majority owned by Chris Ferguson, our Chairman and
Chief Executive Officer. The amount due to related parties is related to the acquisitions of Pirasta, LLC and Best Party Concepts,
LLC offset by operating expenses that were paid by SRM and Edison Nation on behalf of SRM LLC and NL Penn Capital, LP. As of December
31, 2019 and December 31, 2018, the net amount due to related parties was $17,253 and $140,682, respectively.
Such amounts are due currently.
Enventys
Partners, LLC
On
August 1, 2018, the Company entered into a one-year letter agreement with Enventys Partners, LLC, a North Carolina limited liability
company (“Enventys”), whereby Enventys agreed to provide services to the Company as an independent contractor in the
areas of product development and crowdfunding campaign marketing. During the term of the Enventys Agreement, the Company shall
pay Enventys a fixed fee of $15,000 per month for product development assistance, including design research, mechanical engineering
and quality control planning. Depending on the success of each campaign, the Company may also pay Enventys a commission of up
to ten percent of the total funds raised in the applicable campaign. Louis Foreman, who is a member of the Company’s board
of director, is also the Chief Executive Officer and the largest equity holder of Enventys. We incurred fees of approximately
$97,500 related to the services performed by Enventys for the year ended December 31, 2019. During 2019, the Company and
Enventys agreed to the cancellation of the agreement.
In addition, during 2019 we engaged Enventys to design our website and incurred fees
of $10,000 related to website development for the Ferguson Containers website.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
14 — Commitments and Contingencies
Operating
Lease
The
Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease
periods expiring through 2021. In addition to minimum rent, certain of the leases require payment of real estate taxes, insurance,
common area maintenance charges, and other executory costs. Differences between rent expense and rent paid are recognized as adjustments
to operating lease right-of-use assets on the consolidated balance sheets.
On
June 6, 2018, the Company’s wholly owned subsidiary, Best Party Concepts, LLC, entered into a lease for office space in
Newtown, PA, which shall expire on May 30, 2020. Monthly lease payments are approximately $1,880 for a total of approximately
$22,560 for the total term of the lease.
On
August 8, 2016, SRM entered into a lease for office space in Kowloon, Hong Kong. On August 8, 2018, SRM extended its lease for
office space in Kowloon, Hong Kong so that the lease will now expire on August 7, 2020. Monthly lease payments are approximately
$6,400 for a total of approximately $154,000 for the total term of the lease.
On
November 1, 2018, the Company’s wholly owned subsidiary, Cloud B, Inc., entered into a lease for office and warehouse space
in Gardena, CA, which shall expire on October 31, 2021. Monthly lease payments are approximately $16,175 for a total of approximately
$582,300 for the total term of the lease.
On
October 1, 2018, the Company entered into a lease for office space in Winter Park, Florida, which expires on September
30, 2020. Monthly lease payments are approximately $1,887 for a total of approximately $45,288 for the total term of the lease.
On
July 1, 2019, the Company entered into a lease for office space in Bethlehem, Pennsylvania, which expires on July 31, 2020.
Monthly lease payments are $2,415 for a total of approximately $89,000 for the total term of the lease.
Total
rent expense for the years ended December 31, 2019 and 2018 was $451,711 and $343,253, respectively. Rent expense is included
in general and administrative expense on the consolidated statements of operations.
The
following is a reconciliation of future undiscounted cash flows to the operating liabilities, and the related right of use assets,
included in our Condensed Consolidated Balance Sheets as of December 31, 2019:
|
|
December
31,
2019
|
|
2020
|
|
|
315,660
|
|
2021
|
|
|
267,249
|
|
2022
|
|
|
96,288
|
|
2023
|
|
|
78,648
|
|
2024
|
|
|
52,432
|
|
2025
and thereafter
|
|
|
-
|
|
Total
future lease payments
|
|
|
810,277
|
|
Less:
imputed interest
|
|
|
(55,850
|
)
|
Present
value of future operating lease payments
|
|
|
754,427
|
|
Less:
current portion of operating lease liabilities
|
|
|
(272,215
|
)
|
Operating
lease liabilities, net of current portion
|
|
|
482,212
|
|
Right
of use assets – operating leases, net
|
|
|
732,100
|
|
Rental
Income
Fergco
leases a portion of the building located in Washington, New Jersey that it owns under a month to month lease. Total rental income
related to the leased space for both the years ended December 31, 2019 and 2018 was $102,815 and $102,815, respectively,
and is included in other income on the consolidated statements of operations.
Consulting
Agreements
On
September 12, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with a Consultant for general
corporate governance. Under the terms of the Agreement, the Consultant is to be compensated 50,000 shares of common stock upon
execution of the Agreement and 50,000 shares at the six-month anniversary of the Agreement. The Agreement has a term of one year.
On
September 12, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with a Consultant for sales
fulfillment, procurement and quality control. Under the terms of the Agreement, the Consultant is to be compensated $33,333 per
month, a minimum bonus of $100,000 at the 90 day anniversary of the Agreement, 300,000 shares of common stock upon the execution
of the Agreement and additional shares of common stock based up certain revenue and operational targets. The Agreement has a term
of 5 years and can be terminated by either party after the 3-year anniversary of the Agreement.
Legal
Contingencies
The
Company is involved in claims and litigation in the ordinary course of business, some of which seek monetary damages, including
claims for punitive damages, which are not covered by insurance. For certain pending matters, accruals have not been established
because such matters have not progressed sufficiently through discovery, and/or development of important factual information and
legal information is insufficient to enable the Company to estimate a range of possible loss, if any. An adverse determination
in one or more of these pending matters could have an adverse effect on the Company’s consolidated financial position, results
of operations or cash flows.
We
are, and may in the future become, subject to various legal proceedings and claims that arise in or outside the ordinary course
of business.
On April 14, 2020, Oceanside Traders, LLC
(“Plaintiff”) filed a complaint against Cloud B, Inc. and Edison Nation, Inc. (together the “Defendants”)
with the Superior Court of Ocean County, New Jersey alleging a breach of contract in that the Defendants failed to pay Plaintiff
for goods sold in the amount of $141,007 plus $138,180 for overpayments and $279,187 for lost profits for a total of $443,383.
The parties are currently in settlement discussions, and the Company has accrued $190,105 for anticipated settlement costs.
On
July 15, 2019, the Company received correspondence from the staff of the Arkansas Securities Commissioner in connection with the
state’s notice filing requirements for offerings exempt under Tier 2 of Regulation A, Section 18(b)(3) of the Security Act,
such as the Company’s Form 1-A. The Company has resolved the matter with the Arkansas Securities Department for $1,100.
On
March 13, 2019, Rosenberg Fortuna & Laitman LLP and Mark Principe (together the “Plaintiffs”) filed a complaint
against Safe TV Shop, LLC (the “Defendant”) with the Supreme Court of the State of New York, County of Nassau alleging
a breach of indemnification arising out of the use of a certain packaging material. On February 12, 2020, the parties entered
a Stipulation and Settlement and Consent Agreement, whereby the Plaintiff entered into a Consent Judgment in the amount of $50,000.
The Company has accrued $50,000 for the amount of the judgment, but there have been no operations by the Plaintiff since the date
of acquisition by the Company.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
15 — Stockholders’ Equity
Common
Stock
The
Company issued 1,312,520 shares of common stock related to the IPO, at a public offering price of $5.00 per share in August 2018.
The Company received gross proceeds of $6,562,600 and net proceeds of $5,315,176 after deducting underwriter commissions and expenses
of $714,802, legal fees of $157,358, escrow closing fees of $4,000 and other direct offering expenses which together aggregate
$1,204,030. As of December 31, 2019 and 2018, there were 8,015,756 and 5,654,930 shares of common stock issued and outstanding,
respectively.
On
October 2, 2019, Edison Nation, Inc. (the “Company”) entered into a Share Purchase Agreement (the “PIPE Purchase
Agreement”) with certain accredited investors (collectively, the “Investors”) for the private placement of 1,175,000
shares of the Company’s common stock, $0.001 par value per share, at a purchase price of $2.00 per share (the “PIPE
Transaction”). The PIPE Purchase Agreement contained certain closing conditions relating to the sale of securities, representations
and warranties by the Company and the Investors, as well as covenants of the Company and the Investors (including indemnification
from the Company in the event of breaches of its representations and warranties), all of which the Company believes are customary
for transactions of this type.
Stock-Based
Compensation
On
September 6, 2018, the Company’s board of directors approved an amendment and restatement of the Company’s omnibus
incentive plan solely to reflect the Company’s name change to Edison Nation, Inc. Thus, the Edison Nation, Inc. Omnibus
Incentive Plan (the “Plan”) which remains effective as of February 9, 2018, provides for the issuance of up to 1,764,705
shares of common stock to help align the interests of management and our stockholders and reward our executive officers for improved
Company performance. Stock incentive awards under the Plan can be in the form of stock options, restricted stock units, performance
awards and restricted stock that are made to employees, directors and service providers. Awards are subject to forfeiture until
vesting conditions have been satisfied under the terms of the award. The exercise price of stock options are equal to the fair
market value of the underlying Company common stock on the date of grant.
|
|
For
the Twelve Months
Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Stock option awards
|
|
$
|
175,675
|
|
|
$
|
304,745
|
|
Non-employee awards
|
|
|
1,564,670
|
|
|
|
2,329,874
|
|
Restricted stock unit awards
|
|
|
447,300
|
|
|
|
559,499
|
|
Phantom stock
awards
|
|
|
112,270
|
|
|
|
54,048
|
|
|
|
$
|
2,299,915
|
|
|
$
|
3,248,166
|
|
The
stock-based compensation is included in selling, general and administrative expense for the twelve months ended December
31, 2019 and 2018.
For
the year ended December 31, 2018, the Company recorded stock-based compensation expense of $3,248,166, of which 1,721,250, related
to the assumption of certain consulting agreements which were satisfied by the principal stockholder of SRM transferring 344,250
shares to the consultants.
The
following table summarizes stock option award activity during 2019:
|
|
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Remaining
Contractual
Life
in
Years
|
|
|
Aggregate
Intrinsic
Value
|
|
Balance,
January 1, 2019
|
|
|
290,000
|
|
|
$
|
5.55
|
|
|
|
4.2
|
|
|
|
-
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
(210,000
|
)
|
|
|
5.00
|
|
|
|
-
|
|
|
|
-
|
|
Balance,
December 31, 2019
|
|
|
80,000
|
|
|
|
7.01
|
|
|
|
3.7
|
|
|
|
-
|
|
Exercisable,
December 31, 2019
|
|
|
53,333
|
|
|
|
7.01
|
|
|
|
3.7
|
|
|
|
-
|
|
As
of December 31, 2019, there were 26,667 unvested options to purchase shares of the Company’s common stock or $46,605
of total unrecognized equity-based compensation expense that the Company expected to recognize over a remaining weighted-average
period of 1 year.
From
time to time, the Company grants shares of common stock to consultants and non-employee vendors for services performed. The awards
are valued at the market value of the underlying common stock at the date of grant and vest based on the terms of the contract
which is usually upon grant.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
15 — Stockholders’ Equity – (Continued)
Pipe
Financing
On
October 2, 2019, Edison Nation, Inc. (the “Company”) entered into a Share Purchase Agreement (the “PIPE Purchase
Agreement”) with certain accredited investors (collectively, the “Investors”) for the private placement of 1,175,000
shares of the Company’s common stock, $0.001 par value per share, at a purchase price of $2.00 per share (the “PIPE
Transaction”). The PIPE Purchase Agreement contained certain closing conditions relating to the sale of securities,
representations and warranties by the Company and the Investors, as well as covenants of the Company and the Investors (including
indemnification from the Company in the event of breaches of its representations and warranties), all of which the Company believes
are customary for transactions of this type.
In
a series of three closings conducted in October 2019, the Company received net proceeds of $2,039,303 which consisted of $2,350,000
of gross proceeds offset by $310,697 of fees to placement agent and their lawyers. Alexander Capital, LP (“Alexander Capital”),
a FINRA registered broker dealer, acted as placement agent with respect to the PIPE Transaction. In connection with the PIPE Transaction,
Alexander Capital received a commission of $141,000, a debt restructuring fee of $64,208, a debt conversion fee of 15,889, a placement
fee of $33,600 and warrants to purchase 70,500 shares of the Company’s common stock, at an exercise price of $2.50 per share
(the “Placement Agent Warrants”).
In
connection with the PIPE Purchase Agreement, the Company entered into Registration Rights Agreements with each of the Investors
(the “Registration Rights Agreement”), pursuant to which the Company is required to prepare and file a registration
statement (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended, covering the resale of the shares of common stock issued to the Investors under
the PIPE Purchase Agreement, as well as the Placement Agent Warrants. The Company will be required to have such Registration Statement
declared effective by the SEC within 90 calendar days (or 120 calendar days in the event of a “full review” by the
SEC) following the applicable closing date of the PIPE Transaction. The registration statement was not filed or
declared effective within the timeframe set forth in the Registration Rights Agreements, and the Company is obligated to
pay the Investors an amount equal to 1% of the total purchase price of the common stock per month (up to a maximum of 8% in the
aggregate) until such failure is cured. The Registration Rights Agreement also contains mutual indemnifications by the Company
and each Investor, which the Company believes are customary for transactions of this type.
In
connection with the PIPE transaction, the convertible notes entered into on May 13, 2019 were also converted at $2.00 per share
into 560,185 shares of the Company’s common stock.
In
addition, the Company issued warrants to the placement agent in the PIPE Financing of a value equal to six percent (6%) of the
aggregate number of PIPE Shares, whereby the exercise price is 125% of the price at which the shares were issued in such offering.
Selling
Agent Agreement
In
connection with the IPO, the Company agreed to issue to the selling agent in the IPO, warrants to purchase a number of shares
of the common stock equal to 5.0% of the total shares of common stock sold in any closing of the IPO, excluding shares purchased
by investors sourced via alternative funding platforms (the “Selling Agent Warrants”). The Selling Agent Warrants
are exercisable commencing on the qualification date of the IPO and have a term of 5 years. The Selling Agent Warrants are not
redeemable by the Company. The exercise price for the Selling Agent Warrants is 20% greater than the IPO offering price, or $6.00
per share. On August 16, 2018, the Company issued 65,626 of Selling Agent Warrants that are exercisable for 65,626 shares of the
Company’s common stock.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
16 — Subsequent Events
On
January 2, 2020, the Company entered into that certain Loan Agreement with Tiburon Opportunity Fund (the “Lender”),
dated January 2, 2020 (the “Loan Agreement”). Pursuant to the terms of the Loan Agreement, the Lender agreed to loan
the Company $400,000. The Loan is interest bearing at the rate of 1.5% per month through the term of the Loan. Additionally, the
Loan Agreement provides that the Company shall pay the Lender the entire unpaid principal and all accrued interest upon thirty
days’ notice to the Company, but in any event, the notice shall not be sooner than June 1, 2020. On April 24, 2020 the Company
and Lender entered into a Debt Conversion Agreement whereby the Lender elected to convert $400,000 of funds loaned to the Company
into shares of the Company’s common stock. The conversion price was $2.00 per share for a total of 200,000 shares of restricted
common stock issued by the Company.
On
January 2, 2020, the Company, through its partnership with ED Roses, LLC (the “Borrower”), entered into a Loan Agreement
(the “Agreement”) with Sook Hyun Lee (the “Lender”). Under the terms of the Agreement, the Lender agrees
to loan $150,000 to the Borrower in return for $180,000 ($150,000 principal plus $30,000 commitment fee). The loan accrues interest
at 15% per annum and matures on April 15, 2020. The Lender shall receive a collateral interest in the accounts receivable of the
Borrower including, but not limited to the 7 Eleven receivables. The Company shall place 75,000 shares of common stock in reserve
as collateral.
On
January 10, 2020, the Company entered into a 5% Promissory Note Agreement with Equity Trust Company on behalf of Rawleigh
Ralls (“Ralls”) for an aggregate principal amount of $267,000 (the “Ralls Note”), pursuant to which Ralls
purchased the Ralls Note from the Company for $250,000, and the Company issued to Ralls a warrant (the “Ralls Warrant”)
to purchase 125,000 shares of the Company’s common stock. The proceeds from the Ralls Note will be used for general working
capital needs of the Company. The Company will also issue 33,000 incentive shares to Ralls. The maturity date of the Ralls
Note is July 10, 2020.
On
January 13, 2020, we issued 50,000 shares of our common stock valued at $100,000 to Ridgewood LLC, a consultant for strategic
consulting services for assistance with sales on Amazon.com.
On
January 15, 2020, the Company entered into a 5% Promissory Note Agreement with Paul J. Solit & Julie B. Solit (“Solits”)
for an aggregate principal amount of $107,000 (the “Solit Note”), pursuant to which the Solits purchased the Solit
Note from the Company for $100,000, and the Company issued to the Solits a warrant (the “Solit Warrant”) to purchase
50,000 shares of the Company’s common stock. The proceeds from the Solit Note will be used for general working capital needs
of the Company. The Company will also issue 13,000 incentive shares to O’Leary. The maturity date of the Solit Note is July
15, 2020.
On
January 17, 2020, the Company entered into a 5% Promissory Note Agreement with Richard O’Leary (“O’Leary”)
for an aggregate principal amount of $53,500 (the “O’Leary Note”), pursuant to which O’Leary purchased
the O’Leary Note from the Company for $50,000, and the Company issued to O’Leary a warrant (the “O’Leary
Warrant”) to purchase 25,000 shares of the Company’s common stock. The proceeds from the O’Leary Note will be
used for general working capital needs of the Company. The Company will also issue 6,500 incentive shares to O’Leary. The
maturity date of the O’Leary Note is July 17, 2020.
On
January 23, 2020, Edison Nation, Inc. (the “Company”) entered into a $1,100,000 loan agreement the (“Loan Agreement”)
with Greentree Financial Group, Inc. (the “Investor”), pursuant to which the Investor purchased a 10% Convertible
Promissory Note (the “Note”) from the Company, and the Company issued to the Investor a warrant (the “Warrant”)
to purchase 550,000 shares of the Company’s common stock, $0.001 per share (“Common Stock”). The $1,100,000
of proceeds from the Note will be used for general working capital purposes and for the repayment of debt. On January 24, 2020,
the Company used $588,366.44 of the proceeds from the Note to pay off in full the 12% Convertible Promissory Note held by Labrys
Fund, LP. Upon execution of the Loan Agreement, the Company issued to the Investor 100,000 shares of Common Stock (the “Origination
Shares”) as an origination fee, plus an additional 60,000 shares of Common Stock as consideration for advisory services.
Pursuant to the Loan Agreement, the Company agreed to issue and sell to the Investor the Note, in the principal amount of $1,100,000.
The Note, as amended, is due and payable October 23, 2020 (the “Maturity Date”) and is convertible at any time at
a price of $2.00 per share. Pursuant to the Loan Agreement, the Company also issued the Investor a warrant to purchase 550,000
shares of Common Stock at an exercise price of $2.00 per share, subject to certain adjustments to the exercise price set forth
in the Warrant. The Warrant, as amended, expires on January 23, 2023.
Edison
Nation, Inc. and Subsidiaries
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
16 — Subsequent Events – (Continued)
On
January 24, 2020, the Company repaid the Labrys Note in full. Upon repayment of the Labrys Note, Labrys Fund, LP returned to the
Company for cancellation the 153,005 shares of Common Stock that had been originally issued to as a portion of the commitment
fee paid in connection with the Labrys Note, and allowed the Company to cancel the reservation of the 875,000 shares of Common
Stock that had been reserved pursuant to the Labrys SPA and Labrys Note.
On
January 29, 2020, the Company and Greentree Financial Group, Inc. (the “Investor”), entered into an Amendment Agreement,
amending the January 22, 2020 Loan Agreement, the Note, and the Warrant to: (i) correct the effective date set forth in the Loan
Agreement, Note and Warrant to January 23, 2020, (ii) clarify the terms of the registration right provision in the Loan Agreement,
and (iii) to ensure that the total number of shares of Common Stock issued pursuant to the Loan Agreement, the Note, and/or the
Warrant, each as amended, does not exceed 17.99% of the Company’s issued and outstanding Common Stock as of January 23,
2020.
On
February 7, 2020, we issued 15,000 shares of our common stock to MZHCI, LLC valued at $40,350 in connection with the satisfaction
of outstanding amounts due under a settlement agreement.
On
February 17, 2020, the Company entered into that certain Agreement for the Purchase and Sale of Cloud B, Inc.(the “Purchase
Agreement”), with Pearl 33 Holdings, LLC (the “Buyer”), pursuant to which the Buyer purchased from the Company
(and the Company sold and assigned) 80,065 shares of common stock of Cloud B (the “Cloud B Shares”) for $1.00, constituting
a 72.15% ownership interest in Cloud B, based on 110,964 shares of Cloud B’s common stock outstanding as of February 17,
2020. Pursuant to that certain Release Agreement by and between the Company and the Buyer included as an exhibit to the Purchase
Agreement, the Buyer agreed to release any and all claims against the Company, and its officers, directors or affiliates arising
from the Purchase Agreement or the purchase, sale, and assignment of the Cloud B Shares. Pursuant to that certain Indemnification
Agreement by and between the Company and the Buyer included as an exhibit to the Purchase Agreement, the Company agreed to indemnify,
defend and hold harmless the Buyer, and its owners, managers and representatives arising from any events that occurred prior to
the purchase, sale, and assignment of the Cloud B Shares to the Buyer. The Company’s indemnification obligations pursuant
to such Indemnification Agreement are limited to the issuance of 150,000 shares of the Company’s common stock to the Buyer.
On
March 11, 2020, the Company and its wholly owned subsidiary, Scalematix, LLC, entered into an Asset Purchase Agreement (the “Agreement”)
with HMNRTH, LLC (the “Seller”) and TCBM Holdings, LLC (the “Owner”) (together Seller and Owner the “Selling
Parties”) for the purchase of certain assets in the health wellness industry and related consumer products industry. Under
the terms of the Agreement, Buyer is to remit $70,850 via wire transfer at Closing and shall issue to a representative of the
Selling Parties Two Hundred Thirty-Eight Thousand Seven Hundred and Fifty (238,750) shares of restricted common stock. The
shares were issued on March 16, 2020 and valued at $477,500.
In
addition, the Selling Parties shall have the right to additional earn out compensation based upon the following metrics: (i) at
such time as the purchased assets achieve cumulative revenue of $2,500,000, the Selling Parties shall earn One Hundred Twenty-Five
Thousand (125,000) shares of common stock; and (ii) at such time as the purchased assets achieve cumulative revenue of $5,000,000,
the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock. The transaction closed
on March 11, 2020.
On
March 16, 2020, the Company issued 300,000 shares of our common stock valued at $600,000 to a Consultant as per the terms of the
Consulting Agreement dated September 12, 2019.
On
March 16, 2020, the Company issued 50,000 shares of our common stock valued at $100,000 to a Consultant as per the terms of the
Consulting Agreement dated September 12, 2019.
On
March 25, 2020, Edison Nation, Inc. (the “Company”) filed a certificate of amendment to the Company’s articles
of incorporation with the Secretary of State of the State of Nevada in order to: (i) increase the number of shares of the Company’s
authorized preferred stock, par value $0.001 per share, from 0 shares to 30,000,000 shares of preferred stock; (ii) clarify the
application of the forum selection clause in the Company’s amended and restated articles of incorporation, specifically
that such clause does not apply to federal causes of actions arising under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); and (iii) include affirmative changes to correspond to the
Company’s First Amended and Restated Bylaws, confirming that the Company’s shareholders may vote by written consent.
On
April 7, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with BHP Capital NY Inc.
(the “Investor”) wherein the Company issued the Investor a Convertible Promissory Note (the “Note”) in
the amount of $168,000 ($18,000 OID). The $150,000 of proceeds from the Note will be used for general working capital purposes
The Note has a term of six (6) months, is due on October 7, 2020 and has a one-time interest charge of 2%. In addition,
the Company is to issue the Investor 10,700 shares of Common Stock (the “Origination Shares”) as an origination
fee. The transaction closed on April 9, 2020. The Investor
shall have the right at any time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other
obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to
$2.05 per share.
On
April 7, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jefferson Street Capital,
LLC. (the “Investor”) wherein the Company issued the Investor a Convertible Promissory Note (the “Note”)
in the amount of $168,000 ($18,000 OID). The $150,000 of proceeds from the Note will be used for general working capital purposes
The Note has a term of six (6) months, is due on October 7, 2020 and has a one-time interest charge of 2%. In addition,
the Company is to issue the Investor 10,700 shares of Common Stock (the “Origination Shares”) as an origination
fee. The transaction closed on April 9, 2020. The Investor
shall have the right at any time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other
obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to
$2.05 per share.
On
April 13, 2020, we issued 12,500 shares of 12,500 shares of our common stock valued at $31,625 to Caro Partners, LLC for consulting
services.
On
April 15, 2020, Edison Nation, Inc. (the “Company”) entered into a loan agreement (“PPP Loan”) with First
Choice Bank under the Paycheck Protection Program (the “PPP”), which is part of the recently enacted Coronavirus Aid,
Relief, and Economic Security Act (“CARES Act”) administered by the United States Small Business Administration (“SBA”).
The Company received proceeds of $789,852 from the PPP Loan. In accordance with the requirements of the PPP, the Company intends
to use proceeds from the PPP Loan primarily for payroll costs, rent and utilities. The PPP Loan has a 1.00% interest rate per
annum and matures on April 15, 2022 and is subject to the terms and conditions applicable to loans administered by the SBA under
the PPP. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses
as described in the CARES Act.
On
April 24, 2020, the Company entered into a Consulting Agreement (the “Agreement”) with Tiburon (the “Consultant”).
Under the terms of the Agreement, the Consultant is to provide business development services and consultation related to potential
trade financing opportunities. The Agreement has a term of six (6) months. The Consultant is to be compensated ten thousand (10,000)
shares of common stock upon execution of the Agreement and then shall receive six (6) additional monthly payments of eight thousand
(8,000) shares of restricted common stock per month beginning on May 24, 2020 and ending on October 24, 2020.
On
April 24, 2020, we issued 10,700 shares of our common stock valued at $21,935 to BHP Capital NY Inc. as origination shares as
per the terms of the Securities Purchase Agreement dated April 7, 2020.
On
April 24, 2020, we issued 10,700 shares of our common stock valued at $21,935 to Jefferson Street Capital, LLC as origination
shares as per the terms of the Securities Purchase Agreement dated April 7, 2020.
On
May 7, 2020, the Company entered into a Purchase of Inventory and Repurchase Agreement (the “Agreement”) with Fergco
Bros, LLC (“Purchaser”). Under the terms of the Agreement, the Company assigned its rights, title and interest to
inventory relating to its Edison Nation Medical customer, Orange County, CA (the “Inventory”) for payment in the amount
of $100.000. The Company shall have the right to repurchase the Inventory for $105,000 in whole or periodioc installments by May
15, 2020. The Agreement was amended on May 15, 2020, to extend the repurchase date to June 30, 2020.
On May 13, 2020, the Company’s wholly
owned subsidiary, Ferguson Containers, Inc., entered into a Distributor Agreement with Marrone Bio Innovations, LLC (“Marrone”)
for the distribution of Marrone’s Jet-Oxide 15% peroxyacetic acid-based sanitizer/disinfectant.
May
17, 2020, the Company entered into an Amendment to Purchase of Inventory and Repurchase Agreement with the Purchasers-Assignees
dated May 17, 2020. Under the terms of the Amendment, the repurchase date was extended to June 30, 2020 and the Company confirmed
that of the Purchaser-Assignees is entitled to receive 10,000 shares of common stock.
On
May 19, 2020, the Company entered into an Amendment (the “Amendment”) to the Senior Secured Note (the “Note”)
issued by the Company to 32 Entertainment, LLC (the “Lender”) dated December 4, 2019. Under the terms of the Amendment,
the Company issued the Lender an Amended Subordinate Secured Note (the “Replacement Note”) in the principal amount
of $200,000 that accrues interest at 16% annually and matures on May 21, 2020. On or before May 28, 2020, the Company shall prepay
$50,000 toward the principal plus interest in the amount of $6,250 for a total of $56,250. The Lender shall also receive 40,000
restricted stock units and surrender the warrant issued to the Lender in the December 4, 2019 financing transaction.
On May 20, 2020 (the “Effective Date”),
Edison Nation, Inc. (the “Company”) entered into an Agreement and Plan of Share Exchange (the “Share Exchange
Agreement”) with PPE Brickell Supplies, LLC, a Florida limited liability company (“PPE”), and Graphene Holdings,
LLC, a Wyoming limited liability company (“Graphene”, and together with PPE, the “Sellers”), whereby the
Company purchased 25 membership units of Global Clean Supplies, LLC, a Nevada limited liability company (“Global”)
from each of PPE and Graphene, for a total of fifty (50) units, representing fifty percent (50%) of the issued and outstanding
units of Global (the “Purchase Units”).
On May 20, 2020, the Company entered into
an Amended Limited Liability Company Agreement of Global (the “Amended LLC Agreement”). The Amended LLC Agreement
amends the original Limited Liability Company Agreement of Global, dated May 13, 2020. The Amended LLC defines the operating rules
of Global and the ownership percentage of each member: Edison Nation, Inc. 50%, PPE 25% and Graphene 25%.
On
May 21, 2020, the Company issued 200,000 shares of common stock valued at $456,000 to PPE Brickell Supplies, LLC as per the terms
of the Agreement and Plan of Share Exchange dated May 20, 2020.
On
May 21, 2020, the Company issued 50,000 shares of common stock valued at $114,000 to Graphene Holdings, LLC as per the terms of
the Agreement and Plan of Share Exchange dated May 20, 2020.
On
May 21, 2020, the Company issued 50,000 shares of common stock valued at $114,000 to a Consultant for consulting services
related to the Agreement and Plan of Share Exchange dated May 20, 2020.
On
May 22, 2020, the Company issued 200,000 shares of common stock valued at $466,000 to Graphene Holdings as per the terms of the
Agreement and Plan of Share Exchange dated May 20, 2020.