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Business Combination
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Business Combination

Note 4 Business Combination

 

On August 22, 2025, Capstone completed its membership interest purchase to purchase all of the issued and outstanding membership interests in Carolina Stone Holdings, LLC, (“Carolina Stone Holdings”), which owns all of the issued and outstanding membership interests of Carolina Stone Distributors, LLC, ( the “Business Combination”). The aggregate purchase price is (i) $2,625,000 in cash, subject to adjustment, a seller note in the original principal amount of $1,250,000, and an amount payable pursuant to the terms of the earn-out agreement of up to $825,000. The Company transferred $2,501,500 in cash to the Seller, representing the aggregate purchase price of $2,625,000 less $123,500 for the preliminary working capital adjustment. The Company has 120 days from closing to complete the final calculation of the net working capital adjustment, after which any required payment or adjustment will be made pursuant to the terms of the Acquisition agreement. The Company has retained the working capital holdback amount of $201,500 which is accrued in current liabilities on the consolidated balance sheet as of September 30, 2025.

The following table presents the preliminary purchase price allocation of the identifiable assets acquired and liabilities assumed and goodwill recognized, measured in accordance with ASC 805 (“000’s”):

 

   Amount 
Cash purchase price  $2,702 
Seller note   1,250 
Earn-out agreement   825 
Aggregate purchase consideration   4,777 
Identifiable assets acquired and liabilities assumed:     
Cash   79 
Accounts receivable, net   949 
Inventories   950 
Prepaid expenses   8 
Property and equipment, net   300 
Other intangible assets   300 
Right of use assets   906 
Other long-term assets   11 
Accounts payable   (415)
Accrued expenses   (96)
Current portion, lease liability   (387)
Lease liability, net of current portion   (572)
Total identifiable net assets   2,033 
Goodwill  $2,744 

 

The purchase price allocation for the Business Combination is preliminary and subject to revision as additional information about the fair value of the assets to be acquired and liabilities to be assumed becomes available. Management has not completed a full, detailed valuation analysis. Management will continue to refine its identification and valuation of assets to be acquired and liabilities to be assumed as further information becomes available.

 

The final determination of the purchase price allocation will be completed as soon as practicable but not one year beyond the date of the closing date of the Business Combination and will be based on the fair values of the assets acquired and liabilities assumed as of the closing date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the preliminary purchase price allocation.

 

The table below represents the pro forma revenue and net income (loss) for the nine months ended September 30, 2025 and 2024, assuming the acquisition had occurred on January 1, 2024, pursuant to ASC Subtopic 805-10-50. This pro forma information does not purport to represent what the actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict the results of operations for future periods.

 

   Nine Months Ended
September 30,		 
   2025   2024 
Revenue  $41,244   $46,635 
Net income (loss)   (3,718)   (1,189)
Earnings (loss) per common share:   (1.04)   (7.54)