BUSINESS ACQUISITION | NOTE 2 – BUSINESS ACQUISITION The Company accounted for the acquisitions as a business combinations using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 805 and ASC 820, the Company used its best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The results of operations of the acquired businesses since the date of acquisition are included in the consolidated financial statements of the Company for the three and six months ended June 30, 2023 and 2022. The total purchase consideration was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition, as determined by management. The excess of the purchase price over the amounts allocated to assets acquired and liabilities assumed has been recorded as goodwill. The value of the goodwill from the acquisitions described below can be attributed to a number of business factors including, but not limited to, cost synergies expected to be realized and a trained technical workforce. In conjunction with acquisitions noted below, we used various valuation techniques to determine fair value of the assets acquired, with the primary techniques being discounted cash flow analysis, relief-from-royalty, a form of the multi-period excess earnings and the with-and-without valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Inputs to these valuation approaches require significant judgment including: (i) forecasted sales, growth rates and customer attrition rates, (ii) forecasted operating margins, (iii) royalty rates and discount rates used to present value future cash flows, (iv) the amount of synergies expected from the acquisition, (v) the economic useful life of assets and (vi) the evaluation of historical tax positions. In certain acquisitions, historical data is limited, therefore, we base our estimates and assumptions on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. In relation with the purchase by SteriLumen, Inc., of Old SAM Partners, LLC, on March 31, 2022, there was a settlement of a dispute that arose during the first quarter of 2022 between both parties regarding certain representations and warranties in the purchase agreement which resulted in a settlement and mutual release agreement where the seller agreed to relinquish any right, title, and interest in the previously issued 80,000 240,000 1,700,000 1,138,203 On March 25, 2022, the Company entered into an asset purchase agreement by and among the Company, Munnworks, LLC., a New York Limited Liability Company and wholly-owned subsidiary of the Company (the “Purchaser”) and VisionMark LLC, a New York limited liability company (the “Seller”), pursuant to which the Purchaser acquired substantially all of the assets of the Seller in exchange for the assumption of obligations of buyer under the sublease and sublease guarantee. The purchase price and purchase price allocation as of the acquisition completion date follows: Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash paid at closing $ 10 Due to landlord 755,906 Total Purchase Price, net of cash acquired 755,916 Assets Acquired: Accounts receivable, net 636,550 Inventory 176,583 Costs and estimated earnings in excess of billings 181,152 Machinery and equipment 1,100,000 Total Assets Acquired: 2,094,285 Liabilities Assumed: Billings in excess of costs and earnings on uncompleted contracts (1,388,838 ) Total Liabilities Assumed (1,388,838 ) Net Assets Acquired 705,447 Excess Purchase Price Goodwill $ 50,469 The excess purchase price has been recorded as goodwill in the amount of approximately $ 50,469 In connection with the VisionMark LLC acquisition, the Company is obligated to repay $ 31,057 38.7 37,823 49,610 78,620 53,646 As of June 30, 2023, the future maturity of the lease liability is as follows: Schedule of future maturity of the lease liability Years Ended December 31, 2023 (6 months) $ 186,346 2024 372,684 2025 93,174 Total 652,204 Less: Unamortized discount (137,465 ) Total amount due to landlord 514,739 Less: current portion of amount due to landlord, net of discount (189,182 ) Total long-term portion of amount due to landlord $ 325,557 On January 26, 2023, the Company entered into an asset purchase agreement by the Company (the "Buyer") and PURO Lighting, LLC, (the "Seller") a limited liability company under the laws of the State of Colorado, pursuant to which the Purchaser acquired substantially all of the assets of the Seller in exchange for cash, common stock and preferred stock of the buyer. The Company paid or issued, as applicable (i) 499,444 shares of the Company’s common stock (ii) 251,108 shares of the Company’s 5% Series C Cumulative Perpetual Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”) (iii) cash of $3,828,967 and (iv) 1,250,000 shares of the Company’s 2% Series B Cumulative Perpetual Preferred Stock (the “Series B Preferred Stock”). In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the PURO Merger Agreement. The purchase price and purchase price allocation as of the acquisition completion date follows: Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash paid at closing, net of cash acquired $ 3,828,967 Common stock 2,597,111 Series B Preferred Stock 3,712,500 Series C Preferred Stock 667,947 Contingent consideration-Make Whole*** 2,397,334 Contingent consideration-Earnout 4,046,232 Total Purchase Price, net of cash acquired 17,250,091 Assets Acquired: Accounts receivable, net 274,574 Inventory 2,085,912 Other current assets 415,188 Fixed assets, net 5,075 Tradenames/trademarks 1,228,000 Technology/know-how/trade secrets 1,842,000 Patented technology 1,710,000 Customer relationships 4,705,000 Total Assets Acquired: 12,265,749 Liabilities Assumed: Accounts payable and accrued expenses (936,448 ) Deferred revenue (18,482 ) Total Liabilities Assumed (954,930 ) Net Assets Acquired 11,310,819 Excess Purchase Price "Goodwill" $ 5,939,272 ***Represents the difference in fair value of common stock on the date of acquisition versus agreed upon $2 per share ("Make Whole"). In the event any PURO Equity holder sells any shares of Common Stock obtained pursuant to the terms of the Agreement through a registered broker/dealer on or after the first anniversary of the Closing Date for a price per share of the Common Stock less than $2.00 (the “Sale Price”), Parent will pay to such PURO Equity holder within ten (10) Business Days following the consummation of such sale to an account designated in writing by such PURO Equity holder an amount equal to (a) (i) $2.00 less (ii) the Sale Price, multiplied by (b) the number of shares of Common Stock sold in such sale (the “Make Whole Amount”). The Make Whole Amount payment shall be 50% in cash and 50% in shares of Common Stock (with the number of shares of Common Stock to be issued determined based on a price per share equal to 90% of the Sale Price). As a result of the make-whole provision, the liability was reduced to $2,677,020 as of June 30, 2023 with the change in fair market value of $119,866 being recorded to other income within the consolidated statements of operations. The excess purchase price has been recorded as goodwill in the amount of approximately $ 5,939,272 On January 26, 2023, the Company entered into an asset purchase agreement by the Company (the "Buyer") and LED Supply Co, LLC, (the “Seller”), a limited liability company under the laws of the State of Colorado, pursuant to which the Purchaser acquired substantially all of the assets of the Seller in exchange for cash, common stock and preferred stocks of the buyer. The Company paid or issued, as applicable (i) 275,555 shares of the Company’s common stock; (ii) 148,888 shares of Series C Preferred Stock; and (iii) cash of $286,742. In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the LED Merger Agreement. The purchase price and purchase price allocation as of the acquisition completion date follows: Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash paid at closing $ 286,742 Common stock 1,432,889 Series C Preferred Stock 396,042 Contingent considerations-Common Stock True Up*** 1,322,665 Contingent considerations-Earnout 10,609,442 Total Purchase Price, net of cash acquired 14,047,780 Assets Acquired: Accounts receivable, net 1,461,461 Inventory 1,925,285 Other current assets 232,095 Vendor deposits 375,672 Costs and estimated earnings in excess of billings 533,638 Fixed assets, net 106,330 Trademarks/tradenames 1,806,000 Technology/know-how/trade secrets 1,169,193 Vendor relationships 1,416,000 Rebate program 1,894,703 Customer relationships 2,088,000 Other non-current assets 24,819 Total Assets Acquired: 13,033,196 Liabilities Assumed: Accounts payable (2,854,509 ) Deferred revenue (2,279,616 ) Notes payable (1,973,946 ) Financing lease liability (25,231 ) Total Liabilities Assumed (7,133,302 ) Net Assets Acquired 5,899,894 Excess Purchase Price "Goodwill" $ 8,147,886 ***The amount represents the difference in fair value of common stock on the date of acquisition versus the agreed upon $2 per share ("Make Whole"). In the event any LED Equityholder sells any shares of Common Stock obtained pursuant to the terms of the Agreement through a registered broker/dealer on or after the first anniversary of the Closing Date for a price per share of the Common Stock less than $2.00 (the “Sale Price”), Parent will pay to such LED Equityholder within ten (10) Business Days following the consummation of such sale to an account designated in writing by such LED Equityholder an amount equal to (a) (i) $2.00 less (ii) the Sale Price, multiplied by (b) the number of shares of Common Stock sold in such sale (the “Make Whole Amount”). The Make Whole Amount payment shall be 50% in cash and 50% in shares of Common Stock (with the number of shares of Common Stock to be issued determined based on a price per share equal to 90% of the Sale Price). As a result of the make-whole provision, the liability was decreased to $1,476,977 as of June 30, 2023 with the change in fair market value of $66,133 being recorded to other income within the consolidated statements of operations. The excess purchase price has been recorded as goodwill in the amount of approximately $ 8,147,886 |