| Asset Acquisition |
The following table summarizes the consideration paid for the Aegis acquisition and the fair value of assets acquired and contract-related liabilities assumed as of the acquisition date:
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|
Acquisitions |
|
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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| Assets acquired |
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| Property, plant and equipment |
170,000 |
|
|
— |
|
|
— |
|
|
170,000 |
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| Inventory |
391,048 |
|
|
— |
|
|
— |
|
|
391,048 |
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| Identifiable intangible asset - customer contracts |
1,772,659 |
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|
184,587 |
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|
267,877 |
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|
2,225,123 |
|
|
2,333,707 |
|
|
184,587 |
|
|
267,877 |
|
|
2,786,171 |
|
| Acquired contract-related liabilities assumed |
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|
|
|
|
|
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| Deferred maintenance reserve |
(853,271) |
|
|
— |
|
|
— |
|
|
(853,271) |
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|
|
|
|
|
|
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| Net identifiable assets acquired |
1,480,436 |
|
|
184,587 |
|
|
267,877 |
|
|
1,932,900 |
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| 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 March 31, 2025 and December 31, 2024:
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|
March 31, 2025 |
|
December 31, 2024 |
| Acquisition liabilities, current portion |
|
|
|
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| Contingent consideration |
|
$ |
362,362 |
|
|
$ |
328,350 |
|
| Deferred maintenance reserve |
|
574,202 |
|
|
574,202 |
|
|
|
936,564 |
|
|
902,552 |
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| Acquisition liabilities, net of current portion |
|
|
|
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| Contingent consideration |
|
938,407 |
|
|
1,008,760 |
|
| Deferred maintenance reserve |
|
— |
|
|
— |
|
|
|
$ |
938,407 |
|
|
$ |
1,008,760 |
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