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Acquisition Agreements | 3 Months Ended
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Mar. 31, 2019
Business Combinations [Abstract] |
Acquisition Agreements | Acquisition Agreements Pelen, LLC In January 2018, the Company issued 1,475,410 shares of restricted common stock as initial payment to acquire 25% of the total membership interests of Pelen, LLC. The purchase of the membership interests will close once the seller of the membership interests has received total cash proceeds of at least $0.6 million either through sale of the restricted common stock received or through additional cash payments made by the Company. If all of the shares of restricted common stock have been sold by the seller of the membership interests and the aggregate proceeds received are less than $0.6 million, then the Company is required to pay the shortfall in either additional shares of the Company’s common stock or cash, at the Company’s election. In November 2018, the Company issued 1,758,181 shares of restricted common stock as additional shares based on the shortfall on the aggregate proceeds for the initial shares. In December 2018, the agreement was amended to have a "Cut-Off" date of December 31, 2019, for closing the transaction and any unsold shares will be returned to the Company, with the Company required to make up any shortfall in cash. As of March 31, 2019, the purchase has not closed and the Company has not received legal ownership of the membership interests. As of March 31, 2019, the Company has no make-whole liability recorded as the value of the shares issued based on the March 31, 2019 share price exceeds the value of the remaining purchase price. The Company has recorded a make-whole liability of $0.1 million at December 31, 2018, representing the value of the shortfall based on the actual sales of shares and the share price as of December 31, 2018. This amount is recorded within accrued expenses in the condensed consolidated balance sheet. Downtown Silver Springs, LLC The Company entered into an agreement for the purchase of 100% of the membership interests DTSS on May 30, 2018, as amended. DTSS holds a contract for the purchase of approximately 160 acres of centrally located land in Silver Springs, Nevada. DTSS has no other assets, operations or employees. The Company’s CEO advanced $25,000 to the equity holders of DTSS in 2017, from his own funds. In the second quarter of 2018, the Company was presented with an opportunity to acquire DTSS and, and after disclosure of such advance, the Board of Directors unanimously approved such acquisition. In connection with the closing of the acquisition of DTSS in August 2018, the equity holders of DTSS repaid $25,000 to the Company’s CEO, without interest or profit. The agreement to purchase the land allows the holder of the option to purchase the land for approximately $3.2 million, plus 4% interest less deposits made through May 31, 2019 totaling $1.8 million. The current amendment requires DTSS to close on the land purchase by August 30, 2019, with non-refundable deposits of $0.4 million due on June 24, 2019 and $0.3 million due on July 29, 2019 with a remaining balance due of approximately $1.0 million excluding interest. On February 25, 2019 as amended on June 18, 2019, the Company entered into an agreement to sell its rights in the membership interests of Downtown Silver Springs, LLC (“DTSS”) for $2.5 million plus any additional deposits made by the Company and 3% of the carried interest. The purchaser of DTSS, as well as the Company, under that agreement is allowed to negotiate extensions and different terms with the seller. After closing of the sale of the option by DTSS, the Company will retain a right to receive 3% of the amount of the carried interest that the general partner of the fund that purchased the option is due to receive after all costs, expenses, investor hurdles and returns are deducted from the gross proceeds arising from any gain with respect to such option purchased by the buyer. The DTSS acquisition was accounted for as an asset acquisition as it was determined that the operations of DTSS do not meet the definition of a business. The Company paid total consideration of $2.1 million, as of March 31, 2019 which consists of (1) $1.6 million cash deposits that will reduce the final purchase price of the land parcel, and (2) $0.5 million cash payments to the former membership interest holders of DTSS ($0.4 million of which has been paid). As the options expire on August 31, 2019, the total consideration has been recorded in prepaid expenses. As of March 31, 2019, the Company has made non-refundable deposits of $1.6 million which are recorded in prepaid expenses and other current assets in the condensed consolidated balance sheet.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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