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Acquisition
3 Months Ended
Jan. 31, 2014
Business Combinations [Abstract]  
Acquisition

Note 4 Acquisition

 

On May 13, 2013, the Company, through its wholly owned subsidiary IP Acquisition Sub I, Inc. purchased certain intellectual property rights from Mesh under the terms of a patent purchase agreement.

 

Under the terms of the asset purchase from Mesh, in exchange for $800,000 and a 20% royalty on future net revenues associated with enforcement activities, we acquired from Mesh two U.S. patents and one pending patent application relating to wireless communication networks, as well as all right, title and interest in all related causes of actions and other enforcement rights under or on account of any of such acquired patents. Endeavor assumed all obligations of Mesh under that certain license agreement between Mesh and a third party licensor. Endeavor will now include these assets in its financial statements from the date of acquisition going forward.

 

For the year ended October 31, 2013, the Company paid $10,000 in royalties, which is recorded as a component of cost of revenues.

 

The acquisition of these assets, deemed to be a business, resulted in a business combination under ASC No. 805 “Business Combinations”, and the recording of intangible assets (patent portfolios).

 

The following table summarizes the purchase consideration for the Mesh acquisition:

 

Consideration

 

Cash   $ 800,000  
Fair value of total consideration transferred   $ 800,000  

 

The payment of the total purchase consideration of $800,000 shown above is classified as a use of cash under investing activities in the Consolidated Statements of Cash Flows.

 

The $800,000 is classified as intangible assets.  In connection with this transaction, no other assets were acquired or liabilities assumed.

 

The Company paid approximately $66,000 in professional fees related to the acquisition; these fees were expensed as incurred and are included as a component of general and administrative expenses.

 

The following unaudited consolidated pro forma information gives effect to the acquisition of Mesh as if the transaction had occurred on November 1, 2011, the first day of the prior fiscal year.  The pro forma information presented is also for the current period in which the transaction occurred, which is November 1, 2012 to the acquisition date of May 13, 2013.

 

    Actual     Pro Forma     Pro Forma  
    May 13, 2013 to     November 1, 2012 to     November 1, 2011 to  
    October 31, 2013     May 12, 2013     October 31, 2012  
                   
Revenues                  
Endeavor, IP, Inc. (Consolidated)     100,000       -       23,500  
Mesh Comm, LLC     -       -       -  
Total Revenues     100,000       -       23,500  
                         
Earnings (Loss)                        
Endeavor, IP, Inc.     (581,846 )     (236,401 )     (324,768 )
Mesh Comm, LLC     -       (1,805 )     (11,128 )
Total Earnings (Loss)     (581,846 )     (238,206 )     (335,896 )