v3.19.2

Pending Acquisition of Simply Mac | 6 Months Ended
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Jun. 30, 2019
Simply Mac, Inc. [Member] |
Pending Acquisition | NOTE 21. Pending Acquisition of Simply Mac On May 9, 2019, the Company, Simply Mac, Inc. (“Simply Mac”) and GameStop Corp. (the “Seller”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), pursuant to which the Company will purchase from the Seller all of the issued and outstanding shares of capital stock of Simply Mac (the “Stock Purchase”). The Stock Purchase Agreement was amended and restated on July 12, 2019. Following the Stock Purchase, Simply Mac will be a wholly-owned subsidiary of the Company. Subject to certain working capital, inventory, indebtedness and other adjustments, the aggregate consideration for the Stock Purchase will be equal to $3.8 million plus the value of Simply Mac’s inventory at closing. The consideration will consist of (i) $3.8 million in cash and (ii) a secured promissory note in favor of the Seller. As of June 30, 2019, the Company had deposited $750,000 of the required cash into escrow, and on July 11, 2019, deposited an additional $350,000 into escrow. The remaining $2.7 million is required to be deposited into escrow in three tranches: (1) $350,000 by August 12, 2019, (2) $350,000 by September 12, 2019, and (3) $2 million by September 20, 2019. A portion of the cash consideration will be held in escrow to secure the indemnification obligations of Simply Mac and the Seller under the Stock Purchase Agreement and for satisfaction of any working capital or inventory adjustments payable to the Company. The Stock Purchase Agreement contains representations, warranties and covenants customary for a transaction of its size and nature. Subject to certain limitations, the parties have agreed to indemnify each other for breaches of their respective representations, warranties, covenants and other specified matters therein. The Stock Purchase Agreement may be terminated at any time prior to closing by mutual written agreement, or by Seller on August 19, 2019 if the Company does not make the $350,000 escrow deposit due August 12, 2019, or by Seller on September 20, 2019 if the Company does not make the $350,000 escrow deposit due September 12, 2019, or by either party upon breach by the other party of any representation, warranty, covenant or other agreement set forth in the Stock Purchase Agreement, after an opportunity to cure in some cases.

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