ACQUISITION OF A BUSINESS

3 Months Ended

Mar. 31, 2020

ACQUISITION OF A BUSINESS

The Company completed the following acquisition during the three months ended March 31, 2020:

Acquisition Date

Name/Location/Description

Purchase Price

Acquisition Type

Acquisition Purpose

February 1, 2020

Protex Centre, Laval, Quebec, Canada - Paint protection installation shop

$2,383,968

Share Purchase

Local market expansion

The total preliminary purchase price for the acquisition completed during the three months ended March 31, 2020 and a preliminary allocation of that purchase price are set forth in the table below. The

purchase agreement provides for customary purchase price adjustments related to acquired working capital that have not yet been finalized.


	Protex Centre
Purchase Price
Cash	$	1,490,651
Promissory notes	893,317
	$	2,383,968

Allocation
Cash	$	242,808
Accounts receivable	206,808
Inventory	27,732
Prepaid assets	3,764
Other long-term assets	6,197
Property, plant, and equipment	161,702
Software	1,027
Customer relationships	987,556
Non-compete	136,395
Goodwill	1,184,774
Accounts payable and accrued liabilities	(142,175)
Assumed debt	(108,766)
Deferred tax liability	(281,565)
Taxes payable	(42,289)
	$	2,383,968

Intangible assets acquired in 2020 have estimated useful lives of either 9 or 5 years with a weighted average useful life of 8.51 years.

Goodwill for these acquisitions relates to expansion in a local market and is deductible for tax purposes. The goodwill represents the acquired employee knowledge of the various markets, distribution knowledge by the employees of the acquired businesses, as well as the expected synergies resulting from the acquisitions.

Acquisition costs incurred related to these acquisitions were immaterial and were included in selling, general and administrative expenses.

The acquired company was consolidated into our financial statements on its acquisition date. The amount of revenue and net income of this acquisition which has been consolidated into our financial statements for the three months ended March 31, 2020 was $284,523 and $25,877, respectively. The following unaudited consolidated pro forma combined financial information presents our results, including the estimated expenses relating to the amortization of intangibles purchased, as if this acquisition had occurred on January 1, 2020 and 2019:


	Three Months Ended March 31,
	2020 (unaudited)	2019 (unaudited)
Revenue	28,515,222	25,188,734
Net income	1,461,184	1,734,004

The unaudited consolidated pro forma combined financial information does not purport to be indicative of the results which would have been obtained had the acquisition been completed as of the beginning of the earliest period presented or of results that may be obtained in the future. In addition, they do not include any benefits that may result from the acquisition due to synergies that may be derived from the elimination of any duplicative costs.