Acquisitions | Acquisitions The Company has completed the following acquisitions to achieve its business purposes as discussed in Note 1. As the acquisitions made by the Company in 2022 and 2023 were of the common stock or membership interests of the companies, certain assets in some of the acquisitions (intangible assets and goodwill) are not considered deductible for tax purposes. GTMR On March 22, 2023, the Company entered into an agreement and plan of merger with GTMR. This acquisition was accounted for as a business combination whereby GTMR became a 100% owned subsidiary of the Company. The Company acquired GTMR to expand our capabilities, increase market share, gain access to new contracts, and achieve cost efficiencies through synergies and economies of scale. The following represents the preliminary assets and liabilities acquired in this acquisition: March 31, 2023 Adjustments June 30, 2023 Cash $ 475,000 $ — $ 475,000 Accounts receivable other receivables 1,380,203 (9,384) 1,370,819 Income tax receivable 155,449 (127,992) 27,457 Prepaid expenses 116,892 (30,856) 86,036 Other asset 17,182 — 17,182 Furniture and equipment 163,301 103,760 267,061 Right of use asset – operating lease — 641,392 641,392 Customer relationships 2,426,000 — 2,426,000 Right of use asset - finance lease — 17,456 17,456 Tradename 517,000 — 517,000 Backlog 1,774,000 — 1,774,000 Goodwill 1,822,466 37,478 1,859,944 Deferred tax liability (1,244,368) — (1,244,368) Lease liability – operating lease (17,608) (603,799) (621,407) Lease liability – finance lease — (12,549) (12,549) Accounts payable and accrued expenses $ (1,030,957) $ 141,341 $ (889,616) Net assets acquired $ 6,554,560 $ 156,847 $ 6,711,407 The consideration paid for GTMR was as follows: Cash $ 470,233 Due to Seller 350,000 Other consideration 17,791 Cash from factoring 411,975 Common stock 5,304,561 Accounts receivable note 156,847 Total consideration paid $ 6,711,407 The GTMR acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the GTMR acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. To determine the fair values of tangible and intangible assets acquired and liabilities assumed for GTMR, we have engaged a third-party independent valuation specialist. On the date of the acquisition, the Company simultaneously factored $411,975 of the accounts receivable from GTMR to finance the acquisition. The Company had received a preliminary valuation from its specialist and recorded the value of the assets and liabilities acquired based on historical inputs and data as of March 22, 2023. The allocation of the purchase price is based on the best information available. The Company paid $185,896 in transaction costs of GTMR, which was excluded from the purchase price. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The measurement period for the GTMR acquisition is currently open and may remain open until March 22, 2024. During the measurement period, the Company recorded several adjustments to goodwill as a result of GTMR's adoption of ASC 842, tax adjustments, and an update to the fair value of acquired furniture and equipment. These measurement period adjustments were subsequently identified as a result of the completion of third party accounting assistance. The Company also recorded a measurement period adjustment to goodwill as a result of finalizing the transaction price. The Company entered into an accounts receivable note payable due to the sellers four months after the closing date of the transaction, subject to the adjustment of any net working capital deficiencies. This amount was determined to be $156,847. LSG On April 15, 2022, the Company entered into Amendment No. 1 to Business Acquisition Agreement (“LSG Business Acquisition Agreement”) with LSG to acquire the assets of LSG. The Company acquired LSG to expand our capabilities, increase market share, gain access to new contracts, and achieve cost efficiencies through synergies and economies of scale. This LSG Business Acquisition Agreement superseded the Business Acquisition Agreement originally entered into on February 11, 2022. Under the terms of the LSG Business Acquisition Agreement, the Company acquired assets and assumed liabilities of LSG for consideration as follows: (a) 625,000 shares of common stock (600,000 shares paid at closing (issued on May 4, 2022) and 25,000 shares to be held and due within three business days of payment of the second tranche of cash described below); and (b) cash payments as follows: $250,000 due at closing (“initial cash payment”); $250,000 plus or minus any applicable post-closing adjustments paid on the date that is six months after the closing date (“second tranche”) (paid in October 2022); and $280,000 that was due no later than 10 months after the closing date of the acquisition (paid in January 2023). The following represents the assets and liabilities acquired in this acquisition: Receivable from seller $ 413,609 Due from employee/travel advance 5,000 Miscellaneous license 2,394 Customer relationships 785,000 Non-compete agreements 10,000 Backlog 489,000 Goodwill 1,471,000 Net assets acquired $ 3,176,003 The consideration paid for the acquisition of LSG was as follows: Common stock (600,000 shares issued May 4, 2022) $ 2,280,000 Holdback shares (25,000 shares due six months after the closing date) 95,000 Cash 250,000 Due to seller (cash) 551,003 $ 3,176,003 The LSG acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the LSG acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. To determine the fair values of tangible and intangible assets acquired and liabilities assumed for LSG, we engaged a third-party independent valuation specialist. The Company had received a valuation from its specialist and recorded the value of the assets and liabilities acquired based on historical inputs and data as of April 15, 2022. The allocation of the purchase price is based on the best information available. The Company paid $44,752 in transaction costs of LSG, which was excluded from the purchase price. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. There have been no adjustments in the six months ended June 30, 2023 and the measurement period is closed as of June 30, 2023. For all acquisitions disclosed, there were no transaction costs that were not recognized as an expense. The following table shows unaudited pro-forma results for the six months ended June 30, 2023 and 2022, as if the acquisitions of LSG and GTMR had occurred on January 1, 2022. These unaudited pro forma results of operations are based on the historical financial statements of each of the companies. For the six months ended June 30, 2023 Revenues $ 25,379,875 Net loss $ (6,293,003) Net loss per share - basic $ (0.15) For the six months ended June 30, 2022 Revenues $ 28,830,236 Net loss $ (5,379,080) Net loss per share - basic $ (0.24) |