Annual report [Section 13 and 15(d), not S-K Item 405]

Acquisitions (Tables)

v3.25.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2024
Acquisitions [Abstract]  
Schedule of Estimated Fair Value of Total Consideration

The Sale Agreement and the Release Agreement included provisions for indemnification, reimbursement for returned items, handling of assets and liabilities during Gander Group’s wind-down, and certain other matters.

 

Cash   $ 1,099  
Gander release agreement payments     370  
Total consideration   $ 1,469  

 

The following table summarizes the purchase price allocations relating to the Bangarang Acquisition:

 

Accounts receivable   $ 1,717  
Prepaid expenses and other assets     946  
Inventory     939  
Customer relationships     1,458  
Goodwill     2,542  
Trade name     654  
Other long-term assets     58  
Accounts payable and accrued expenses     (4,698 )
Customer deposits     (2,147 )
Total consideration   $ 1,469  

The following table summarizes the estimated fair value of the total consideration required to be paid pursuant to the T R Miller Purchase Agreement as of the T R Miller Closing Date:

 

Cash   $ 1,000  
Cash adjustment for working capital     1,123  
Present value of installment payments     951  
Fair value of earn-out payments     467  
Total consideration   $ 3,541  

The following table summarizes the purchase price allocations relating to the T R Miller Acquisition:

 

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 Pro Forma Financial Information The financial results of the Bangarang Acquisition are included in the Company’s statements of operation from the Closing Date through December 31, 2024. 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, 2024  
Sales   $ 112,793  
Net loss     (826 )
         
Net loss per share - basic & diluted   $ (0.04 )
Weighted average shares outstanding - basic & diluted     18,587,607  
The financial results of the T R Miller Acquisition are included in the Company’s statements of operation for the year ended December 31, 2024 and 2023. 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  
Sales   $ 80,256  
Net loss   $ (600 )
         
Net loss per share - basic & diluted   $ (0.03 )
Weighted average shares outstanding - basic & diluted     18,519,892