KIDS » Topics » NOTE 2 - ASSET PURCHASE AGREEMENT

This excerpt taken from the KIDS 8-K filed Mar 29, 2006.

NOTE 2 – ASSET PURCHASE AGREEMENT

On January 13, 2006, PoshBaby, Inc., a wholly owned subsidiary of BabyUniverse, Inc. (“BabyUniverse”), the Registrant, completed an acquisition of substantially all of the assets, liabilities, contracts and intellectual property of Posh Tots, LLC (“Posh Tots”).  The total consideration paid by PoshBaby, Inc. was $14,145,119, and consisted of the following:

Consideration

 

Value

 

Basis

 


 



 

 


 

Cash

 

$

6,000,000

 

 

Paid at closing

 

Promissory note

 

 

6,000,000

 

 

Subject to principal reduction of up to $2,000,000, if prepaid at varying dates prior to the January 13, 2007 maturity date

 

Common stock

 

 

2,014,236

 

 

237,248 shares of BabyUniverse common stock @ $8.49 per share

 

Warrants

 

 

361,548

 

 

Warrants to purchase 110,000 shares of BabyUniverse common stock, with an acquisition date fair value of $3.2868 per share, and exercisable prior to January 13, 2008

 

Post-closing adjustment

 

 

(415,665

)

 

Working capital required by Asset Purchase Agreement

 

Transaction costs

 

 

185,000

 

 

Estimated

 

 

 



 

 

 

 

 

 

$

14,145,119

 

 

Total amount paid for net assets acquired

 

 

 



 

 

 

 

The following table sets forth the preliminary allocation of the purchase price to Posh Tots’ tangible and intangible assets acquired and liabilities assumed as if the acquisition of Posh Tots’ assets and liabilities took place on December 31, 2005.

Cash

 

$

472,274

 

Accounts receivable

 

 

29,803

 

Inventory

 

 

108,690

 

Prepaid and other assets

 

 

4,678

 

Property and equipment

 

 

58,548

 

Intangible assets

 

 

2,660,000

 

Goodwill

 

 

11,877,236

 

Accounts payable and accrued liabilities

 

 

(474,876

)

Deferred revenue

 

 

(591,234

)

 

 



 

Total

 

$

14,145,119

 

 

 



 

This excerpt taken from the KIDS 8-K filed Jan 20, 2006.

ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 13, 2006 by and among (i)  POSHBABY, INC., a Virginia Corporation (“Purchaser”); (ii) POSH TOTS, L.L.C., a Virginia limited liability company (the “Company”); and (iii) KAREN BOOTH ADAMS and MICHAEL DRU ADAMS, being all of the members of the Company (Karen and Dru collectively, the “Members” and the Members, together with the Company, the “Selling Parties”).  Certain other capitalized terms used herein are defined in Article XI and throughout this Agreement.

EXCERPTS ON THIS PAGE:

8-K
Mar 29, 2006
8-K
Jan 20, 2006
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