NOTE 5: BUSINESS COMBINATION

On August 11, 2023, pursuant to an Agreement and Plan of Merger among RRI, AGI, Merger Sub, and Shareholder Representative Services LLC, RRI, August 8, 2023, the Company acquired AGI and AGI became a wholly owned subsidiary of the Company. AGI develops, manufactures, and markets anti-gravity systems for use in physical and neurological rehabilitation and athletic training, both in the United States and internationally. The aggregate purchase price was a total of $19.0 million in cash, subject to working capital and other customary purchase price adjustments. Additional cash earnouts (in an anticipated amount of approximately $4.0 million in the aggregate) may be paid based upon a percentage of AGI’s year-over-year future revenue growth over the next two years subject to working capital and other customary purchase price adjustments.

The total consideration transferred is as follows (in thousands):

Cash	$	18,493
Earnout payments	$	3,607
Total consideration	$	22,100

Earnout payments

The Company will pay an amount of cash equal to 65% of the amount, if any, by which AGI revenue attributable to the first 12 months period exceeds revenue target ("first earnout payment"), and an amount in cash equal to 65% of the amount, if any, by which AGI revenue attributable to the following 12 months period exceeds the revenue from the first 12 month period ("second earnout payment"). At the date of acquisition, management estimated fair value of the earnout payment based on the actual up to date performance of the acquired entity and the probability of the earn out payment occurrence to be at approximately $3.6 million. The Earn-out was accounted for as a liability and will be remeasured at each reporting period through consolidated statement of operations.

The Company has accounted for the AGI acquisition as a business combination. The Company has preliminarily allocated the purchase price of approximately $22.1 million fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands):

Cash and cash equivalent	$	478
Restricted cash		51
Accounts receivable		1,773
Inventory		3,330
Prepaid expenses and other current assets		470
Right of use asset		1,151
Property and equipment, net		827
Other non-current assets		30
Goodwill		7,538
Intangible assets		14,133
Accounts payable		(2,082	)
Accrued compensation		(766	)
Other accrued liabilities		(1,059	)
Deferred revenue		(2,088	)
Warranty Obligations		(535	)
Leases Liability		(1,151	)
Total purchase consideration	$	22,100

The following table presents the details of the intangible assets acquired at the date of AGI acquisition (in thousands):

	Estimated Fair Value		Estimated Useful Life (Years)
Trademark	$	795		3
Technology		6,161		4
Customer relationship - Warranty		201		2
Customer relationship - Rental		2,102		4
Customer relationship - Distribution		4,578		5
Backlog		296		1

Under the preliminary purchase price allocation, the Company allocates the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values. The fair values for the intangible assets acquired were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement in the fair value hierarchy. Customer relationships, distributor relationships, backlog, trademark and developed technology were valued using the income approach, based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The discounted cash flow analyses factor in assumptions on revenue and expense growth rates including estimates of customer growth and attrition rates, distributor growth and attrition rates, technology obsolescence, and relief from royalty projections. Additionally, these discounted cash flow analyses factor in expected amounts of working capital, fixed assets, assembled workforce and cost of capital for each intangible asset. Such estimates are subject to change during the measurement period which is not expected to exceed one year. Any adjustments to the preliminary purchase price allocation identified during the measurement period will be recognized in the period in which the adjustments are determined.

The Company incurred acquisition-related costs of $2.5 million included in General and administrative costs.

The table below presents the pro forma revenue and earnings of the combined business as if the acquisition had occurred as of January 1, 2022 (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenues	$	5,920		$	6,403		$	18,041		$	18,146
Net loss	$	(6,422	)	$	(5,785	)	$	(16,042	)	$	(20,729	)

The total revenues and net income of AGI, included in the consolidated income statement, since the acquisition date and for the nine and three months ended September 30, 2023, amounted to 2,941 thousand and 154 thousand, respectively.

The pro forma information was determined based on the historical results of the Company and unaudited financial results of AGI. These proforma results reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment and intangible asset occurred at the beginning of the period, along with consequential tax effects. The unaudited pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combinations been completed on January 1, 2022, nor it is necessarily indicative of future results of operations of the combined company. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies resulting from the acquisition.