| Asset Acquisition |
The following table summarizes the consideration paid for the Aegis acquisitions and the fair value of assets acquired and contract-related liabilities assumed as of the respective acquisition dates for each acquisition along with the combined accounting result:
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|
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|
April 1, 2023 |
|
February 1, 2024 |
|
May 1, 2024 |
|
Total |
| Consideration Paid: |
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|
|
|
|
|
| Cash |
$ |
170,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
170,000 |
|
| Accounts receivable credit issued |
300,000 |
|
|
— |
|
|
— |
|
|
300,000 |
|
| Account payable due to Aegis |
91,048 |
|
|
— |
|
|
— |
|
|
91,048 |
|
| Contingent consideration |
1,256,656 |
|
|
101,641 |
|
|
171,260 |
|
|
1,529,557 |
|
| Total fair value of consideration transferred |
1,817,704 |
|
|
101,641 |
|
|
171,260 |
|
|
2,090,605 |
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|
|
|
|
|
|
|
|
| Identifiable assets acquired and liabilities assumed: |
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|
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| Assets acquired |
|
|
|
|
|
|
|
| Property, plant and equipment |
170,000 |
|
|
— |
|
|
— |
|
|
170,000 |
|
| Inventory |
391,048 |
|
|
— |
|
|
— |
|
|
391,048 |
|
| Identifiable intangible asset - customer contracts |
1,772,659 |
|
|
184,587 |
|
|
267,877 |
|
|
2,225,123 |
|
|
2,333,707 |
|
|
184,587 |
|
|
267,877 |
|
|
2,786,171 |
|
| Acquired contract-related liabilities assumed |
|
|
|
|
|
|
|
| Deferred maintenance reserve |
(853,271) |
|
|
— |
|
|
— |
|
|
(853,271) |
|
|
(853,271) |
|
|
— |
|
|
— |
|
|
(853,271) |
|
| Net identifiable assets acquired |
1,480,436 |
|
|
184,587 |
|
|
267,877 |
|
|
1,932,900 |
|
| Excess of cost over fair value of net assets acquired (Goodwill) |
$ |
337,268 |
|
|
$ |
(82,946) |
|
|
$ |
(96,617) |
|
|
$ |
157,705 |
|
The following table summarizes the contract-related liabilities assumed as of September 30, 2024 and December 31, 2023:
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|
|
|
September 30, 2024 |
|
December 31, 2023 |
| Acquisition liabilities, current |
|
|
|
|
| Contingent consideration |
|
$ |
284,289 |
|
|
$ |
200,639 |
|
| Deferred maintenance reserve |
|
527,443 |
|
|
644,724 |
|
|
|
811,732 |
|
|
845,363 |
|
| Acquisition liabilities, long-term |
|
|
|
|
| Contingent consideration |
|
1,078,829 |
|
|
994,743 |
|
| Deferred maintenance reserve |
|
46,759 |
|
|
187,036 |
|
|
|
$ |
1,125,588 |
|
|
$ |
1,181,779 |
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