v2.4.1.9
8. BUSINESS COMBINATIONS (Tables)
|
12 Months Ended |
|
Fair Value of Consideration Transferred and Recording of Assets Acquired |
Consideration Paid: |
|
|
|
Cash and cash equivalents |
|
$ |
200,000 |
|
Common stock, 5,000 shares of ForceField common stock |
|
|
29,850 |
|
Fair value of total consideration |
|
$ |
229,850 |
|
|
|
|
|
|
Recognized amount of identifiable assets acquired and liabilities assumed: |
|
|
|
|
Total identifiable net assets |
|
|
- |
|
Goodwill |
|
|
229,850 |
|
|
|
$ |
229,850 |
|
|
Pro Forma Information |
|
|
Year Ended December 31, 2014 |
|
|
Year Ended December 31, 2013 |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
15,653,930 |
|
|
$ |
13,754,351 |
|
Income (loss) from operations |
|
$ |
(4,338,088 |
) |
|
$ |
838,757 |
|
Net income (loss) |
|
$ |
(3,964,933 |
) |
|
$ |
578,367 |
|
|
ALD Management Corp [Member] |
|
Fair Value of Consideration Transferred and Recording of Assets Acquired, Liabilities Assumed and Noncontrolling Interests |
Consideration Paid: |
|
|
|
Cash and cash equivalents |
|
$ |
2,500,000 |
|
Common stock, 289,529 shares of ForceField common stock, net of put cost of $178,466 |
|
|
1,468,954 |
|
Senior, secured promissory notes, net of discount of $34,981 |
|
|
965,019 |
|
Working capital adjustment payable to sellers |
|
|
1,329,528 |
|
Contingent purchase consideration |
|
|
1,186,000 |
|
Fair value of total consideration |
|
$ |
7,449,501 |
|
|
|
|
|
|
Recognized amount of identifiable assets acquired and liabilities assumed: |
|
|
|
|
Financial assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
407,912 |
|
Accounts receivables |
|
|
1,708,411 |
|
Inventory |
|
|
213,712 |
|
Prepaid and other assets |
|
|
117,616 |
|
Property and equipment |
|
|
11,071 |
|
Deferred tax assets |
|
|
54,874 |
|
Identifiable intangible assets: |
|
|
|
|
Production backlog |
|
|
108,000 |
|
Non-compete agreements |
|
|
265,000 |
|
Trade name |
|
|
1,385,000 |
|
Financial liabilities: |
|
|
|
|
Accounts payable and accrued liabilities |
|
|
(322,184 |
) |
Total identifiable net assets |
|
|
3,949,412 |
|
Goodwill |
|
|
3,500,089 |
|
|
|
$ |
7,449,501 |
|
|
ESCO Energy Services Company [Member] |
|
Fair Value of Consideration Transferred and Recording of Assets Acquired, Liabilities Assumed and Noncontrolling Interests |
Consideration Paid: |
|
|
|
Cash and cash equivalents |
|
$ |
1,000,000 |
|
Common stock, 454,545 shares of ForceField common stock, net of put cost of $189,227 |
|
|
2,683,497 |
|
Senior, secured promissory notes, net of discount of $85,461 |
|
|
3,064,539 |
|
Accrued consideration allocated to employees |
|
|
850,000 |
|
Line of credit payoff |
|
|
1,480,355 |
|
Contingent purchase consideration |
|
|
2,685,000 |
|
Fair value of total consideration |
|
$ |
11,763,391 |
|
|
|
|
|
|
Recognized amount of identifiable assets acquired and liabilities assumed: |
|
|
|
|
Financial assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
65,998 |
|
Accounts and retainage receivables |
|
|
2,395,769 |
|
Prepaid and other assets |
|
|
48,635 |
|
Property and equipment |
|
|
142,573 |
|
Identifiable intangible assets: |
|
|
|
|
Production backlog |
|
|
292,000 |
|
Customer relationships |
|
|
1,515,000 |
|
Trade name |
|
|
2,859,000 |
|
Financial liabilities: |
|
|
|
|
Accounts payable and accrued liabilities |
|
|
(1,202,704 |
) |
Contracts in process |
|
|
(567,375 |
) |
Notes payable |
|
|
(25,795 |
) |
Related party payable, noncurrent |
|
|
(475,000 |
) |
Deferred tax liabilities |
|
|
(1,943,202 |
) |
Total identifiable net assets |
|
|
3,104,899 |
|
Goodwill |
|
|
8,658,492 |
|
|
|
$ |
11,763,391 |
|
|
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