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Business Acquisitions – Earnout Liability | 6 Months Ended
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Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
Business Acquisitions – Earnout Liability | 5. Business Acquisitions – Earnout Liability On March 2, 2020, we acquired all of the issued and outstanding stock of Graphic Sciences. The purchase price paid for Graphic Sciences was $3,906,253 in cash plus potential contingent, or earnout, payments of up $833,000 annually over a three year period based on a gross profit level achieved by Graphic Sciences on an annual basis, for maximum total earnout payments over a three year period of $2,500,000, and with no minimum earnout payments. At the time of this acquisition, management estimated a fair value of the contingent liability—earnout (“earnout liability”) of $686,200 based on the terms of the earnout, and accordingly, recorded this amount as our earnout liability at the acquisition date in accordance with GAAP. For the three and six months ended June 30, 2021 we recorded a change in fair value of our earnout liabilities in the amount of $0 and $69,950, respectively. On June 8, 2021, we paid $769,733 for the first annual period. At June 30, 2021, our condensed consolidated balance sheets reflected an earnout liability for Graphic Sciences in the amount of $1,410,217. See Note 7 for the estimated fair value of the earnout liability as of June 30, 2021. On April 21, 2020, we acquired substantially all of the assets of CEO Image. The purchase price paid for the assets of CEO Image consisted of $128,832 in cash, $170,000 in installment payments paid during 2020, and potential contingent, or earnout, payments of up $185,000 annually over a two year period based on a sales revenue level achieved by certain customers of CEO Image on an annual basis, for maximum total earnout payments over a two year period of $370,000, and with no minimum earnout payments. At the time of this acquisition, management estimated a fair value of the contingent liability—earnout (“earnout liability”) of $203,000 based on the terms of the earnout, and accordingly, recorded this amount as our earnout liability at the acquisition date in accordance with GAAP. For the three and six months ended June 30, 2021 we recorded a change in fair value of our earnout liabilities in the amount of $7,261. On June 10, 2021, we paid $185,000 for the first annual period. At June 30, 2021, our condensed consolidated balance sheets reflected an earnout liability for CEO Image in the amount of $156,261. See Note 7 for the estimated fair value of the earnout liability as of June 30, 2021. The following unaudited pro forma information presents a summary of the condensed consolidated results of operations for the Company as if the acquisitions of Graphic Sciences and CEO Image had occurred on January 1, 2020. Schedule of Pro Forma Information
For the six months ended June 30, 2020 |  | (unaudited) |
|  | June 30, 2020 |
Total revenues |  | $ | 4,482,809 |
Net loss |  | $ | (721,755 | )
Basic and diluted net loss per share |  | $ | (0.26 | )
The unaudited pro forma consolidated results are based on the Company’s historical financial statements and those of Graphic Sciences and CEO Image and do not necessarily indicate the results of operations that would have resulted had the acquisition actually been completed at the beginning of the applicable period presented. The pro forma financial information assumes that the companies were combined as of January 1, 2020. The following tables present the amounts of revenue and earnings of the acquirees since the acquisition date included in the condensed consolidated income statement for the reporting period.
|  | For the three months ended June 30, |  |  | For the six months ended June 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Graphic Sciences: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenues |  | $ | 2,028,798 |  |  | $ | 1,192,164 |  |  | $ | 3,872,019 |  |  | $ | 1,843,221 |
Net income |  |  | 279,374 |  |  | $ | 61,984 |  |  | $ | 497,895 |  |  | $ | 141,326 |
|  | For the three months ended June 30, |  |  | For the six months ended June 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
CEO Image: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenues |  | $ | 139,591 |  |  | $ | 64,519 |  |  | $ | 272,196 |  |  | $ | 64,519 |
Net income |  | $ | - | (a) |  | $ | - | (a) |  | $ | - | (a) |  | $ | - | (a)
(a) | Total earnings from the CEO Image acquisition are impracticable to disclose as they are not accounted for separately because its operations and financial reporting were merged with existing operations and financial reporting.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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