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Note 14 - Subsequent Events
12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Note 14 - Subsequent Events

Note 14 – Subsequent Events

 

Merger Agreement and Tender Offer

On February 9, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Elevate Entertainment Inc., a Delaware corporation (“Elevate”), and Elevate Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Elevate (“Purchaser”). On February 27, 2020, Purchaser commenced a cash tender offer (the “Offer”) to purchase all of the outstanding shares (the “Shares”) of common stock of the Company at a price of $1.19 per Share, net to the seller in cash, without interest, and subject to applicable withholding taxes. The Offer expired at midnight (Eastern Time) at the end of the day March 25, 2020. As of the expiration of the tender offer period, approximately 10,576,487 Shares (excluding approximately 50,741 Shares subject to guaranteed delivery procedures) were properly tendered and not withdrawn in the Offer, representing approximately 92.1% of the aggregate number of the Company’s issued and outstanding Shares. On March 26, 2020, Purchaser announced that it had accepted for purchase the tendered Shares and the termination of the Offer.

Pursuant to the terms of the Merger Agreement and in accordance with applicable Utah law, Elevate will complete a second-step merger that will result in the Company becoming a subsidiary of Elevate. Elevate and its subsidiary intend to complete the merger and acquisition of the Company as promptly as practicable without a meeting of Company shareholders. In the merger, each of the remaining Shares will be converted into the right to receive $1.19 per Share, net to the shareholder in cash, without interest thereon and subject to any applicable tax withholding, which is the same amount per Share that was paid in the Offer.

 

The Impact of COVID-19

As of the time of this filing the Company’s operating activities have been curtailed by the impact of COVID-19. Government directives have suspended manufacturing and limited workplace activities beginning March 23, 2020. The Company has empowered its employees to work remotely wherever possible to minimize the disruption to Company operations. The Company has received no communications from customers that indicate cancellations. We have received some requests to postpone deliveries and we expect more which will extend the timing of revenue recognition and, in some cases, customer payments. Public health directives from governments around the world are advising or prohibiting large gatherings to inhibit the spread of COVID-19. This has suspended the use of our products for much of our installed customer base. Continued restrictions and the potential behavioral changes resulting from the impact of COVID-19 may continue to influence the demand for our products which typically attract a large audience. Also, the ongoing impact of COVID-19 on the world’s economy could ultimately have material adverse consequences to the Company; however, as of now, the Company is unable to determine the likelihood or degree of such adverse consequences.