| Schedule of Purchase Price Allocations |
The following table summarizes
the estimated fair value of the total consideration required to be paid pursuant to the G.A.P.
Purchase Agreement as of the G.A.P. Closing Date:
| |
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Cash |
|
$ |
1,511 |
|
|
$ |
(1,011 |
) |
|
$ |
500 |
|
| Cash adjustment for working capital |
|
|
— |
|
|
|
920 |
|
|
|
920 |
|
| Cash payment for inventory |
|
|
— |
|
|
|
91 |
|
|
|
91 |
|
| Fair value of restricted stock |
|
|
100 |
|
|
|
(100 |
) |
|
|
— |
|
| Fair value of contingent earn-out payments |
|
|
1,635 |
|
|
|
(1,622 |
) |
|
|
13 |
|
| Present value of installment payments |
|
|
— |
|
|
|
457 |
|
|
|
457 |
|
| Total consideration |
|
$ |
3,246 |
|
|
$ |
(1,265 |
) |
|
$ |
1,981 |
|
| |
|
(Restated) |
|
| Accounts receivable |
|
$ |
1,105 |
|
| Prepaid expenses |
|
|
627 |
|
| Inventory |
|
|
112 |
|
| Customer relationships |
|
|
410 |
|
| Goodwill |
|
|
580 |
|
| Accounts payable and accrued expenses |
|
|
(227 |
) |
| Unearned revenue |
|
|
(626 |
) |
| Total consideration |
|
$ |
1,981 |
|
| |
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Cash |
|
$ |
2 |
|
|
$ |
173 |
|
|
$ |
175 |
|
| Cash adjustment for working capital |
|
|
— |
|
|
|
(213 |
) |
|
|
(213 |
) |
| Cash payment for inventory and fixed assets |
|
|
— |
|
|
|
138 |
|
|
|
138 |
|
| Fair value of restricted stock |
|
|
100 |
|
|
|
(52 |
) |
|
|
48 |
|
| Fair value of contingent earn-out payments |
|
|
1,370 |
|
|
|
(1,095 |
) |
|
|
275 |
|
| Present value of installment payments |
|
|
— |
|
|
|
108 |
|
|
|
108 |
|
| Cash assumed |
|
|
— |
|
|
|
64 |
|
|
|
64 |
|
| Loan repayment |
|
|
— |
|
|
|
(162 |
) |
|
|
(162 |
) |
| Liabilities assumed |
|
|
721 |
|
|
|
(721 |
) |
|
|
— |
|
| Total consideration |
|
$ |
2,193 |
|
|
$ |
(1,760 |
) |
|
$ |
433 |
|
| |
|
(Restated) |
|
| Cash |
|
$ |
64 |
|
| Accounts receivable |
|
|
347 |
|
| Prepaid expenses |
|
|
2 |
|
| Inventory |
|
|
151 |
|
| Property and equipment, net |
|
|
14 |
|
| Customer relationships |
|
|
286 |
|
| Goodwill |
|
|
267 |
|
| Other assets |
|
|
23 |
|
| Accounts payable and accrued expenses |
|
|
(559 |
) |
| Note payable |
|
|
(162 |
) |
| Total consideration |
|
$ |
433 |
|
| |
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Cash |
|
$ |
440 |
|
|
$ |
(340 |
) |
|
$ |
100 |
|
| Cash adjustment for working capital |
|
|
— |
|
|
|
340 |
|
|
|
340 |
|
| Fair value of restricted stock |
|
|
25 |
|
|
|
(15 |
) |
|
|
10 |
|
| Fair value of earn-out payments |
|
|
908 |
|
|
|
(644 |
) |
|
|
264 |
|
| Present value of installment payments |
|
|
— |
|
|
|
116 |
|
|
|
116 |
|
| Liabilities assumed |
|
|
18 |
|
|
|
(18 |
) |
|
|
— |
|
| Total consideration |
|
$ |
1,391 |
|
|
$ |
(561 |
) |
|
$ |
830 |
|
| |
|
(Restated) |
|
| Cash |
|
$ |
14 |
|
| Accounts receivable |
|
|
344 |
|
| Customer relationships |
|
|
400 |
|
| Goodwill |
|
|
90 |
|
| Accounts payable and accrued expenses |
|
|
(18 |
) |
| Total consideration |
|
$ |
830 |
|
| |
|
As
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Cash |
|
$ |
2,123 |
|
|
$ |
(1,123 |
) |
|
$ |
1,000 |
|
| Cash adjustment for working capital |
|
|
— |
|
|
|
1,123 |
|
|
|
1,123 |
|
| Fair value of earn-out payments |
|
|
4,551 |
|
|
|
(4,084 |
) |
|
|
467 |
|
| Present value of installment payments |
|
|
— |
|
|
|
951 |
|
|
|
951 |
|
| Total consideration |
|
$ |
6,674 |
|
|
$ |
(3,133 |
) |
|
$ |
3,541 |
|
| |
|
(Restated) |
|
| Accounts receivable |
|
$ |
1,622 |
|
| Prepaid expense |
|
|
5 |
|
| Inventory |
|
|
882 |
|
| Customer relationships |
|
|
1,170 |
|
| Goodwill |
|
|
720 |
|
| Right of use asset - office leases |
|
|
837 |
|
| Accounts payable and accrued expenses |
|
|
(591 |
) |
| Unearned revenue |
|
|
(285 |
) |
| Lease liability |
|
|
(819 |
) |
| Total consideration |
|
$ |
3,541 |
|
|
| Schedule of Unaudited Pro Forma Financial Information |
The pro forma financial information is not necessarily indicative of the results of operations as they would have
been had the transactions been effected on the assumed date:
| |
|
December
31,
2023 |
|
|
December
31,
2022 |
|
| |
|
(Restated) |
|
|
(Restated) |
|
| Sales |
|
$ |
80,256 |
|
|
$ |
77,131 |
|
| Costs of sales |
|
|
54,228 |
|
|
|
57,163 |
|
| Gross profit |
|
|
26,028 |
|
|
|
19,968 |
|
| Operating expenses |
|
|
27,543 |
|
|
|
22,545 |
|
| Loss from operations |
|
|
(1,515 |
) |
|
|
(2,577 |
) |
| Other income (expense) |
|
|
|
|
|
|
|
|
| Other income |
|
|
271 |
|
|
|
1 |
|
| Interest income (expense), net |
|
|
582 |
|
|
|
135 |
|
| Realized gain (loss) on investments |
|
|
103 |
|
|
|
(179 |
) |
| |
|
|
956 |
|
|
|
(43 |
) |
| Loss before taxes |
|
|
(559 |
) |
|
|
(2,620 |
) |
| Provision for income taxes |
|
|
41 |
|
|
|
467 |
|
| Net loss |
|
|
(600 |
) |
|
|
(3,087 |
) |
| |
|
|
|
|
|
|
|
|
| Net loss per share - basic & diluted |
|
$ |
(0.03 |
) |
|
$ |
(0.16 |
) |
| Weighted average shares outstanding - basic & diluted |
|
|
18,519,892 |
|
|
|
19,202,594 |
|
|