Annual report pursuant to Section 13 and 15(d)

Deferred Purchase Consideration

v3.21.1
Deferred Purchase Consideration
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Deferred Purchase Consideration

12. Deferred Purchase Consideration

 

In terms of the acquisition of Virtual Generation on January 31, 2019, disclosed in Note 3 above, the Company issued non-interest bearing promissory notes of €3,803,000 owing to both related parties and non-related parties. The value of the promissory notes payable related parties was €1,521,200 and to non-related parties was €2,281,800.

 

The promissory notes payable to non-related parties are to be settled as follows:

 

(a) an aggregate of €1,435,200 in cash in 23 equal and consecutive monthly instalments of €62,400 with the first such payment due and payable on the date that was one month after the Closing Date; and
(b) an aggregate of €846,600 in shares of the Company’s common stock in 17 equal and consecutive monthly instalments of €49,800 as determined by the average of the closing prices of such shares on the last 10 trading days immediately preceding the determination date of each monthly issuance, which issuances commenced on March 1, 2019.

 

Pursuant to the terms of the Purchase Agreement that the Company entered into with VG, the Company agreed to pay the sellers of VG an earnout payment in shares of our common stock equal to an aggregate amount of €500,000 (approximately $561,500), if the amounts of bets made by users of the VG platform grew by more than 5% for the year ended December 31, 2019 compared to the year ended December 31, 2018. Based on the 18,449,380 tickets sold in 2019 the VG sellers qualified for the earnout payment of 132,735 shares of common stock at a price of $4.23 per share, which shares were issued effective January 2020. The earnout payment was considered remote at the time of entering into the transaction and was not recorded as a component of deferred purchase consideration, accordingly it has been expensed through the statement of operations for the year ended December 31, 2019. The amount due to the non-related party VG sellers amounted to €300,000 (approximately $336,810).

 

The future payments on the promissory notes were discounted to present value using the Company’s average cost of funding of 10%. The discount is being amortized over the repayment period of the promissory note using the effective interest rate method.

 

The movement on deferred purchase consideration consists of the following:

 

Description  

December 31,

2020

 

December 31,

2019

Principal Outstanding        
Promissory note due to non-related parties   $ 1,802,384     $ 2,745,811  
Additional earnout earned     —         336,810  
Settled by the issuance of common shares     (724,467 )     (616,387 )
Repayment in cash     (1,105,455 )     (607,555 )
Foreign exchange movements     52,972       (56,295 )
      25,434       1,802,384  
Present value discount on future payments                
Present value discount     (120,104 )     (242,089 )
Amortization     114,333       117,192  
Foreign exchange movements     (1,990 )     4,793  
      (7,761 )     (120,104 )
Deferred purchase consideration, net   $ 17,673     $ 1,682,280