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Business Combination | 9 Months Ended
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Sep. 30, 2020
Business Combinations [Abstract] |
Business Combination |
9. | Business Combination
On September 17, 2020, the Company, through SG Echo, LLC (its wholly owned subsidiary), entered into an Asset Purchase Agreement (“APA") to acquire substantially all of the assets of Echo DCL, LLC (“Echo”) for $1,059,600 in cash (the “Echo Acquisition”), except for ECHO DCL's real estate holdings. The Echo Acquisition closed on September 23, 2020. In addition, the sellers of Echo have the potential of additional consideration based upon the APA. In accordance with ASC 805, the Echo Acquisition is accounted for as a business combination. The Echo Acquisition was made for the purpose of expanding the Company’s footprint into the modular manufacturing business. The purchase consideration amounted to:
| Cash | $ | 1,059,600 |
| Earnout liability |  | 752,559 |
| Settlement of accounts receivable and net contract liabilities |  | (94,980 | )
|  | $ | 1,717,179 |
The settlement of accounts receivable and net contract liabilities represents amounts effectively settled upon the purchase of Echo, which originated from contacts between the Company and Echo prior to the purchase date. The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Echo Acquisition:
| Cash and cash equivalents | $ | 316,432 |
| Accounts receivable |  | 252,557 |
| Inventories |  | 130,799 |
| Prepaid expenses and other current assets |  | 7,400 |
| Property, plant and equipment |  | 1,672,609 |
| Right-of-use assets |  | 57,120 |
| Intangible assets |  | 103,718 |
| Accounts payable and accrued expenses |  | (733,529 | )
| Contract liabilities |  | (32,807 | )
| Lease liability |  | (57,120 | )
|  | $ | 1,717,179 |
As part of the Echo Acquisition, the Company recorded a contingent consideration liability for additional payments due to the sellers of Echo, and is included in earnout liability. These payments are due in accordance with the APA and are based upon the net income obtained from the Echo business during certain earnout periods. The initial contingent consideration liability of $752,559 was based on the fair value of the contingent consideration liability at the acquisition date, and is payable in cash and shares of restricted common stock of the Company. As of September 30, 2020, the Company has not completed its measurement period with respect to the Echo transaction. The amounts above represent provisional amounts recorded at this time and are subject to adjustments once the measurement period has ended.

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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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- References No definition available. + Details
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