Business Combinations

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

DTI Services (doing business as RCA Commercial Electronics) ("RCA")

On December 13, 2021, the Company closed the acquisition of RCA. The acquisition was considered an acquisition of a business under ASC 805. The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustment to the provisional amounts as new information is obtained about facts and circumstances that existed at the acquisition date. A summary of the purchase price allocation at fair value is presented below:


	Purchase Allocation
Accounts receivable	$	3,409,230
Other current assets	1,259,556
Inventory	14,040,123
Property and equipment	761,370
Customer list	4,700,000
Trademark	1,800,000
Non-compete agreement	690,000
Goodwill	213,477
ROU asset	1,196,764
Accounts payable	(951,302)
Accrued expenses and other current liabilities	(677,720)
Customer deposits	(153,201)
Operating lease liability	(1,226,128)
Line of credit	(4,710,768)
	$	20,351,401

The purchase price was paid as follows:


Cash	$	14,000,000
Class A Common Stock (1,587,301 shares)	3,682,538
Warrants (396,852 shares)	668,863
Seller notes	2,000,000
	$	20,351,401

The following are the unaudited pro forma results of operations for the three months ended March 31, 2022 and 2021, as if Vayu, TDI, Alt Labs, Identified Technologies, ElecJet, and RCA had been acquired on January 1, 2021. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do not

include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated.


Pro Forma Combined Financials (unaudited)
	Three Months Ended March 31,
	2022		2021
Sales	$	25,592,154	$	24,481,464
Cost of goods sold	19,954,697		17,791,716
Gross profit	5,637,457		6,689,748
Operating expenses	9,237,168		8,815,016
Loss from operations	(3,599,711)		(2,125,268)
Net loss	(4,175,953)		(2,560,359)
Net loss per share	(0.02)		(0.02)