b)Pro forma financial information. 

ALPINE 4 HOLDINGS, INC. AND DTI SERVICES LIMITED LIABILITY COMPANY AND AFFILIATES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2021
				Alpine 4 Holdings, Inc		DTI Services Limited Liability Company		Pro Forma Adjustments	Notes		Pro Forma Consolidated
ASSETS
CURRENT ASSETS:
	Cash		$	5,425,913	$	18,458	$	-		$	5,444,371
	Accounts receivable, net			12,990,229		4,220,518		-			17,210,747
	Contract assets			3,655,625		-		-			3,655,625
	Inventory, net			9,632,121		11,355,374		-			20,987,495
	Notes receivable, related party			-		1,000,000		-			1,000,000
	Prepaid expenses and other current assets			1,272,760		1,797,276		-			3,070,036
		Total current assets		32,976,648		18,391,626		-			51,368,274
Investment in equity securities				1,350,000		-		-			1,350,000
Property and equipment, net				27,320,596		502,202		-			27,822,798
Intangible asset, net				29,001,665		-		8,796,941	(2a)		37,798,606
Right of use assets, net				347,712		1,243,971		-			1,591,683
Goodwill				5,866,454		-		-			5,866,454
Other non-current assets				248,257		5,486		-			253,743
	TOTAL ASSETS		$	97,111,332	$	20,143,285	$	8,796,941		$	126,051,558
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable		$	5,653,158	$	785,013	$	-		$	6,438,171
	Accrued expenses			4,253,987		858,616		-			5,112,603
	Contract liabilities			3,486,331		158,376		-			3,644,707
	Notes payable, current portion			5,811,241		-		-			5,811,241
	Notes payable, related parties			3,000		-		-			3,000
	Lines of credit			3,718,972		-		-			3,718,972
	Convertible notes payable, current portion			7,500		-		-			7,500
	Financing lease obligation, current portion			628,574		-		-			628,574
	Operating lease obligation, current portion			135,207		355,585		-			490,792
	Other payable			-		209,504		-			209,504
		Total current liabilities		23,697,970		2,367,094		-			26,065,064
Notes payable, net of current portion				7,522,462		-		2,000,000	(2c)		9,522,462
Financing lease obligations, net of current portion				15,489,693		-		-			15,489,693
Operating lease obligations, net of current portion				219,682		956,800		-			1,176,482
Line of credit				-		5,264,931		-			5,264,931
Deferred tax liability				428,199		-		-			428.199
	TOTAL LIABILITIES			47,358,006		8,588,825		2,000,000			57,946,831
STOCKHOLDERS’ EQUITY (DEFICIT):
	Series B preferred stock; $1.00 stated value; 100 shares authorized, 5 and 5 shares issued and outstanding at September 30, 2021			5		-		-			5
	Series C preferred stock; $3.50 stated value; 2,028,572 shares authorized, 1,714,286 shares issued and outstanding at September 30, 2021			171		-		-			171
	Series D preferred stock; $3.50 stated value; 1,628,572 shares authorized, 1,422,244 shares issued and outstanding at September 30, 2021			143		-		-			143
	Class A Common stock, $0.0001 par value, 195,000,000 shares authorized, 146,214,650 shares issued and outstanding at September 30, 2021			14,624		-		-			14.624
	Class B Common stock, $0.0001 par value, 10,000,000 shares authorized, 8,673,088 shares issued and outstanding at September 30, 2021			867		-		-			867
	Class C Common stock, $0.0001 par value, 15,000,000 shares authorized, 12,500,200 shares issued and outstanding at September 30, 2021			1,250		-		-			1.250
	Additional paid-in capital			96,306,820		-		18,351,401	(2a)		114,658,221
	Members’ equity			-		3,162,846		(3,162,846)	(2a)
	Non-controlling interest			-		9,336,438		(9,336,438)	(2a)		-
	Retained earnings (deficit)			(46,570,554)		(944,824)		944,824	(2a)		(46,570,554)
		Total stockholders’ equity		49,753,326		11,554,460		6,796,941			68,104,727
	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	97,111,332	$	20,143,285	$	8,796,941		$	126,051,558

F-1

ALPINE 4 HOLDINGS, INC. AND DTI SERVICES LIMITED LIABILITY COMPANY AND AFFILIATES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
			Alpine 4 Holdings, Inc.		DTI Services Limited Liability Company		Pro Forma Adjustments	Notes		Pro Forma Consolidated
Revenue, net		$	39,938,585	$	28,497,132	$	-		$	68,435,717
Cost of goods sold			30,771,770		19,539,179		-			50,310,949
Gross profit			9,166,815		8,957,953		-			18,124,768
Operating expenses:
	General and administrative expenses		17,719,228		5,491,423		439,847	(2b)		23,650,498
	Research and development		1,096,333		-		-			1,096,333
	Total operating expenses		18,815,561		5,491,523		439,847			24,746,831
Income (loss) from operations			(9,648,746)		3,466,530		(439,847)			(6,622,063)
Other income (expenses)
	Interest expense, net		(3,226,192)		(79,492)		(56,250)	(2c)		(3,361,934)
	Gain on forgiveness of debt		4,896,573		618,700		-			5,515,273
	Gain on extinguishment of debt		803,079		-		-			803,079
	Other income		454,191		-		-			454,191
	Total other income		2,927,651		539,208		(56,250)			3,410,609
Income (loss) before income tax			(6,721,095)		4,005,738		(496,097)			(3,211,454)
Income tax			54,058		-		-			54,058
Net income (loss)		$	(6,775,153)	$	4,005,738	$	(496,097)		$	(3,265,512)
Weighted average shares outstanding:
	Basic		161,118,324		-		1,587,301			162,705,625
	Diluted		161,118,324		-		1,587,301			162,705,625
Basic net loss per share		$	(0.04)		-	$	(0.31)		$	(0.02)
Diluted net loss per share		$	(0.04)		-	$	(0.31)		$	(0.02)

F-2

ALPINE 4 HOLDINGS, INC. AND DTI SERVICES LIMITED LIABILITY COMPANY AND AFFILIATES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
			Alpine 4 Holdings, Inc.		DTI Services Limited Liability Company		Pro Forma Adjustments	Notes		Pro Forma Consolidated
Revenue, net		$	33,454,349	$	37,366,818	$	-		$	70,821,167
Cost of goods sold			28,090,722		27,101,644		-			55,192,366
Gross Profit			5,363,627		10,265,174		-			15,628,801
Operating expenses:
	General and administrative expenses		9,695,891		7,682,215		586,463	(2b)		17,964,569
	Impairment loss of intangible asset and goodwill		1,561,600		-		-			1,561,600
	Total operating expenses		11,257,491		7,682,215		586,463			19,526,169
Income (loss) from operations			(5,893,864)		2,582,959		(586,463)			(3,897,368)
Other income (expenses)
	Interest expense, net		(5,463,597)		(128,852)		(75,000)	(2c)		(5,667,449)
	Change in value of derivative liability		2,298,609		-		-			2,298,609
	Gain on extinguishment of debt		344,704		-		-			344,704
	Change in fair value of contingent consideration		500,000		-		-			500,000
	Other income		71,224		-		-			71,224
	Total other expenses		(2,249,060)		(128,852)		(75,000)			(2,452,912)
Income (loss) before income tax			(8,142,924)		2,454,107		(661,463)			(6,350,280)
Income tax (benefit)			(93,051)		-		-			(93,051)
Net income (loss)		$	(8,049,873)	$	2,454,107	$	(661,463)		$	(6,257,229)
Weighted average shares outstanding:
	Basic		132,987,390		-		1,587,301			134,574,691
	Diluted		139,611,790		-		1,587,301			141,199,091
Basic net loss per share		$	(0.06)		-	$	(0.42)		$	(0.05)
Diluted net loss per share		$	(0.06)		-	$	(0.42)		$	(0.04)

F-3

Note 1 – Basis of Presentation

The unaudited pro forma consolidated balance sheet has been prepared by applying pro forma adjustments to Alpine 4 Holdings, Inc. (“the Company”) and DTI Services Limited Liability Company and its affiliates (doing business as RCA Commercial Electronics) (“DTI”) unaudited consolidated balance sheets as of September 30, 2021.

The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2021, has been prepared from the Company’s and DTI’s consolidated statements of operations for the nine months ended September 30, 2021.

The Company’s audited consolidated financial statements and DTI’s audited financial statements have been used in the preparation of the unaudited pro forma consolidated statement of operations for the year ended December 31, 2020.  

Note 2 – Business Acquisition

On December 9, 2021, the Company entered into a Membership Interest Purchase Agreement with DTI. wherein the Company acquired all membership interests in DTI for a total consideration of $21 million consisting of cash of $14 million, $2 million promissory notes issued to the sellers, 1,587,301 shares of the Company's common stock with a fair value of $3,682,538 million and common stock warrants with an exercise price of $2.52 and a term of three years with a fair value of $668,863. The notes issued to sellers are subject to annual interest of 3.75% and have a term of 10 years.

Recognized Amount of Identifiable Assets Acquired and Liabilities Assumed

The Company has performed a preliminary valuation analysis of the fair market value of the Company’s assets to be acquired and liabilities to be assumed. Using the total consideration for the acquisition, the Company has estimated the allocations to such assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as if the acquisition closed on September 30, 2021:

Identifiable Assets:

Inventory	$11,355,374
Accounts Receivable	4,220,518
Property and Equipment	502,202
Intangible Asset	8,796,941
Other	4,065,191
Total Identifiable Assets Acquired	28,940,226
Liabilities Assumed:
Accrued Expenses	858,616
Accounts Payable	785,013
Notes Payable	5,264,931
Other	1,680,265
Total Liabilities Assumed	8,588,825
Total Identifiable Net Assets	$20,351,401

This preliminary purchase price allocation has been used to prepare pro forma adjustments, (2a), in the pro forma consolidated balance sheet and pro forma consolidated statements of operations. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of property and equipment, (2) changes in allocations to intangible assets such as permits, noncompetition agreements, and customer relationships as well as goodwill and (3) other changes to assets and liabilities.

F-4

Depreciation and amortization, (2b), have been provided for property and equipment and finite intangible assets based on the preliminary purchase price allocation. Property and equipment have been depreciated on a straight-line basis over their estimated useful lives ranging from of five to fifteen years. Intangible assets having a finite life have been amortized on a straight-line basis over their estimated useful lives ranging from ten to twenty years. Interest expense (2c) have been provided for notes issued to sellers.

All significant intercompany balances have been eliminated in consolidation.

F-5