0001488638
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Amendment No. 2
0001488638
2023-08-02
2023-08-02
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xbrli:shares
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: August 2, 2023
Date
of earliest event reported: February 2, 2022
MBG
Holdings Inc.
(Exact name of registrant as specified
in its charter)
Nevada |
|
000-56318 |
|
27-2262006 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
MBG Holdings Inc.
4301 West Bank Dr. Suite 110B
Austin, Texas 78746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (512) 360-0459
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, par value $0.001 per share |
|
MGBH |
|
OTC Markets |
Item 8.01 Other Events
On February 1, 2022, MBG Holdings, Inc. (the “Company”
or “MBG”) purchased AMR Resources, LLC (AMR) which was announced in an 8-K filed with the SEC on February 3, 2022 and incorporated
herein by reference. AMR was part of a larger company and therefore needed to be audited as if it were a separate entity which we refer
to as the “Carve Out Audit”.
The Company received the Carve Out Audit for
AMR for the Twelve Months Ended December 31, 2021 and 2020 from Cherry Bekaert LLP, a copy of which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The Company is in process of having its consolidated financial
statements audited for the twelve months ended December 31, 2022, which will consolidate the accounts of AMR and MBG. As soon as practicable
after the consolidated audit for 2022 is complete, the Company will file its Form 10-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 2, 2023 |
|
MBG Holdings Inc. |
|
|
|
|
|
|
By: |
/s/ James Frinzi |
|
|
Name: |
James Frinzi |
|
|
Title: |
Chairman and Principal |
2
Exhibit 99.1
AMR RESOURCES, LLC
TABLE OF CONTENTS
REPORT OF INDENDENT AUDITOR |
1-2 |
|
|
CARVE-OUT FINANCIAL STATEMENTS |
|
Balance Sheets |
3 |
Statements of Income |
4 |
Statements of Net Parent Investment Equity |
5 |
Statements of Cash Flows |
6 |
Notes to the Carve-Out Financial Statements |
7-17 |
Report of Independent Auditor
To the Board of Directors
AMR Resources, LLC
Kennesaw, Georgia 30144
Opinion
We have audited the accompanying carve-out financial statements
of AMR Resources, LLC (the “Company”), which comprise the balance sheets as of December 31, 2021 and 2020, and the related
statements of income, net parent investment equity, and cash flows for the years then ended, and the related notes to the carve-out financial
statements. The carve-out financial statements have been prepared for the purpose of including them in regulatory filings of Multiband
Global, Inc., as described in the notes to these financial statements.
In our opinion, the carve-out financial statements referred
to above present fairly, in all material respects, the carve-out financial position of the Company as of December 31, 2021 and 2020,
and the results of its carve-out operations and its carve-out cash flows for the years then ended in accordance with accounting principles
generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the
Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We
believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Carve-Out Financial
Statements
Management is responsible for the preparation and fair presentation
of the carve-out financial statements in accordance with accounting principles generally accepted in the United States of America; and
for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the carve-out financial statements, management
is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s
ability to continue as a going concern within one year after the date the carve-out financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the
Carve-Out Financial Statements
Our objectives are to obtain reasonable assurance about
whether the carve-out financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance
and, therefore, is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect
a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would
influence the judgment made by a reasonable user based on the carve-out financial statements.
cbh.com
In performing an audit in accordance with generally accepted
auditing standards, we:
| · | Exercise professional
judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess
the risks of material misstatement of the carve-out financial statements, whether due to
fraud or error, and design and perform audit procedures responsive to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. |
| · | Obtain an understanding
of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control. Accordingly, no such opinion is expressed. |
| · | Evaluate the appropriateness
of accounting policies used and the reasonableness of significant accounting estimates made
by management, as well as evaluate the overall presentation of the carve-out financial statements. |
| · | Conclude whether,
in our judgment, there are conditions or events, considered in the aggregate, that raise
substantial doubt about the Company’s ability to continue as a going concern for a
reasonable period of time. |
We are required to communicate with those charged with governance
regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related
matters that we identified during the audit.
Emphasis of Matter
We draw attention to the fact that, as described in the
notes to the carve-out financial statements for the years ended December 31, 2021 and 2020 AMR Resources, LLC has not formed a separate
legal entity as of and for the years then ended. The carve-out financial statements are, therefore, not necessarily indicative of the
financial performances, financial positions, and cash flows of AMR Resources, LLC that would have occurred if it had operated as a separate
stand-alone entity during the years presented nor of AMR Resources, LLC future performance. Our opinion is not modified in respect of
this matter.
Nashville, Tennessee
June 30, 2023
AMR RESOURCES, LLC
BALANCE SHEETS
DECEMBER 31, 2021 AND 2020
|
| |
2021 | | |
2020 | |
ASSETS | |
| | |
| |
Current Assets: | |
| | |
| |
Contract receivables, net | |
$ | 6,635,529 | | |
$ | 9,107,165 | |
Unbilled contract receivables | |
| 2,684,182 | | |
| 2,856,068 | |
Costs and estimated earnings in excess of billings on
uncompleted contracts | |
| 8,216,084 | | |
| 5,131,536 | |
Prepaids and other current assets | |
| 763,364 | | |
| 934,594 | |
Total Current Assets | |
| 18,299,159 | | |
| 18,029,363 | |
| |
| | | |
| | |
Property and equipment, net | |
| 3,131,108 | | |
| 3,010,750 | |
| |
| | | |
| | |
Other Assets: | |
| | | |
| | |
Security deposits | |
| 39,339 | | |
| 44,138 | |
Goodwill | |
| 18,819,147 | | |
| 18,819,147 | |
Intangible assets, net | |
| 5,798,137 | | |
| 6,792,104 | |
Total Other Assets | |
| 24,656,623 | | |
| 25,655,389 | |
Total Assets | |
$ | 46,086,890 | | |
$ | 46,695,502 | |
| |
| | | |
| | |
LIABILITIES AND NET PARENT INVESTMENT EQUITY | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 2,845,137 | | |
$ | 1,089,673 | |
Accrued expenses | |
| 1,532,652 | | |
| 2,333,512 | |
Billings in excess of costs and estimated earnings on
uncompleted contracts | |
| 618,287 | | |
| 2,117,848 | |
Current portion of deferred rent | |
| 149,410 | | |
| 87,910 | |
Current portion of capital leases | |
| 570,370 | | |
| 782,388 | |
Income taxes payable | |
| 204,332 | | |
| 191,484 | |
Deferred income tax liabilities | |
| 1,027,725 | | |
| 757,274 | |
Total Current Liabilities | |
| 6,947,913 | | |
| 7,360,089 | |
| |
| | | |
| | |
Long-Term Liabilities: | |
| | | |
| | |
Deferred rent, net of current portion | |
| 14,307 | | |
| 84,555 | |
Capital leases, net of current portion | |
| 1,990,648 | | |
| 1,068,924 | |
Total Long-Term Liabilities | |
| 2,004,955 | | |
| 1,153,479 | |
Total Liabilities | |
| 8,952,868 | | |
| 8,513,568 | |
Total Net Parent Investment Equity | |
| 37,134,022 | | |
| 38,181,934 | |
Total Liabilities and Net Parent Investment Equity | |
$ | 46,086,890 | | |
$ | 46,695,502 | |
The accompanying notes to the carve-out financial
statements are an integral part of these statements.
AMR RESOURCES, LLC
STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2021 AND 2020
|
| |
2021 | | |
2020 | |
Revenue | |
$ | 63,613,696 | | |
$ | 64,104,872 | |
Cost of revenue | |
| 48,312,607 | | |
| 49,049,405 | |
Gross Profit | |
| 15,301,089 | | |
| 15,055,467 | |
| |
| | | |
| | |
Operating Expenses: | |
| | | |
| | |
Selling, general, and administrative expenses | |
| 10,800,462 | | |
| 10,383,807 | |
Depreciation and amortization | |
| 2,634,963 | | |
| 2,405,108 | |
Total Operating Expenses | |
| 13,435,425 | | |
| 12,788,915 | |
Income from Operations | |
| 1,865,664 | | |
| 2,266,552 | |
| |
| | | |
| | |
Other Income (Expenses): | |
| | | |
| | |
Interest expense | |
| (175,909 | ) | |
| (155,908 | ) |
Other income | |
| 176,218 | | |
| 18,163 | |
Total Other Income (Expenses) | |
| 309 | | |
| (137,745 | ) |
| |
| | | |
| | |
Income before income taxes | |
| 1,865,973 | | |
| 2,128,807 | |
Income tax expense | |
| 474,782 | | |
| 543,762 | |
Net Income | |
$ | 1,391,191 | | |
$ | 1,585,045 | |
The accompanying notes to the carve-out financial
statements are an integral part of these statements.
AMR RESOURCES, LLC
STATEMENTS OF NET PARENT INVESTMENT EQUITY
YEARS ENDED DECEMBER 31, 2021 AND 2020
|
| |
Total Net | |
| |
Parent | |
| |
Investment | |
| |
Equity | |
Balance at January 1, 2020 | |
$ | 45,535,667 | |
Net income | |
| 1,585,045 | |
Cash contribution to the parent | |
| (8,938,778 | ) |
Balance at December 31, 2020 | |
| 38,181,934 | |
Net income | |
| 1,391,191 | |
Cash contribution to the parent | |
| (2,439,103 | ) |
Balance at December 31, 2021 | |
$ | 37,134,022 | |
The accompanying notes to the carve-out financial
statements are an integral part of these statements.
AMR RESOURCES, LLC
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2021 AND 2020
|
| |
2021 | | |
2020 | |
Cash flows from operating activities: | |
| | |
| |
Net income | |
$ | 1,391,191 | | |
$ | 1,585,045 | |
Adjustments to reconcile net income to net cash flows from operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 2,634,963 | | |
| 2,405,108 | |
Bad debt expense | |
| 184,268 | | |
| 235,152 | |
Deferred income taxes | |
| 270,451 | | |
| 352,273 | |
Incentive unit award expense | |
| 196,693 | | |
| - | |
Change in operating assets and liabilities: | |
| | | |
| | |
Contract receivables | |
| 2,287,368 | | |
| 3,072,840 | |
Unbilled contract receivables | |
| 171,886 | | |
| 2,024,711 | |
Costs and estimated earnings in excess of billings on
uncompleted contracts | |
| (3,084,548 | ) | |
| 2,127,249 | |
Prepaids and other current assets | |
| 171,230 | | |
| (359,747 | ) |
Security deposits | |
| 4,799 | | |
| 10,575 | |
Accounts payable | |
| 1,755,464 | | |
| (1,151,777 | ) |
Accrued expenses | |
| (970,233 | ) | |
| (652,606 | ) |
Deferred rent | |
| (8,748 | ) | |
| (227,344 | ) |
Income taxes payable | |
| 12,848 | | |
| 191,484 | |
Billings in excess of costs and estimated earnings on
uncompleted contracts | |
| (1,499,561 | ) | |
| 452,300 | |
Net cash flows from operating activities | |
| 3,518,071 | | |
| 10,065,263 | |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (90,919 | ) | |
| (257,097 | ) |
Net cash flows from investing activities | |
| (90,919 | ) | |
| (257,097 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Principal payments on capital leases | |
| (988,049 | ) | |
| (869,388 | ) |
Cash contribution to the parent | |
| (2,439,103 | ) | |
| (8,938,778 | ) |
Net cash flows from financing activities | |
| (3,427,152 | ) | |
| (9,808,166 | ) |
| |
| | | |
| | |
Net change in cash | |
| - | | |
| - | |
Cash, beginning of year | |
| - | | |
| - | |
Cash, end of year | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Supplemental disclosure of noncash transactions: | |
| | | |
| | |
Purchase of property and equipment through a capital lease | |
$ | 1,670,435 | | |
$ | 1,458,176 | |
Interest expense on capital leases | |
$ | 155,908 | | |
$ | 175,909 | |
The accompanying notes to the carve-out financial
statements are an integral part of these statements.
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 1—Description of the business and
significant accounting policies
Business
Activity – The accompanying carve-out financial statements of AMR Resources, LLC (“AMR” or “the Company”)
include the assets, liabilities, and operations of Onepath Integrated Services (“OIS”). OIS is wholly owned by AMR and all
of the outstanding membership units of AMR were wholly owned by Onepath Systems, LLC (“the Parent”) prior to the acquisition
by American Metals Recovery and Recycling, Inc. (“AMRR”) on February 1, 2022. AMRR was formed as an entity on January 12,
2022, and the assets were transferred prior to the acquisition.
Prior to the acquisition by AMRR, OIS operated
as a division of Onepath Systems and provided private and public entities large-scale telecommunications, system/network planning and
engineering, low voltage cabling, security / access controls, and installation services since 2006. OIS has a nationwide footprint that
provides clients with a one stop solution. Key business units include telecom and internet providers, fire and life safety, large building
security and access control, audio/visual, multi-dwelling units, military, and large-scale public and commercial developments.
Basis
of Presentation – The Company has historically operated as part of the Parent and not as a separate entity. The accompanying
carve-out financial statements have been prepared on a carve-out basis and are derived from historical accounting records of the Parent.
The historical financial results in the carve-out financial statements presented may not be indicative of the financial position and results
of operations that would have been achieved had the Company operated as a separate, stand-alone entity during those periods presented.
Management believes the carve-out financial statements include all adjustments necessary for a fair presentation of the Company.
The carve-out statements of operations include
expense allocations related to the corporate operations of the Parent. Accordingly, certain shared costs have been allocated to the Company
and reflected as expenses in the carve-out financial statements. Where possible, these allocations were made on a specific identification
basis, and in other cases these expenses were allocated based on the relative percentages of revenues, expenses, and headcount. Corporate
expense allocations primarily relate to centralized functions including finance, human resources, legal, marketing, technology services,
management functions, and use of facilities and related assets. The net funding or benefit of these allocations and any related differences
of net asset (liabilities), as well as the income attributed with the carve-out financial statements are presented within net parent investment
equity on the accompanying carve-out balance sheets.
Management considers the allocation methodologies
used to be reasonable and appropriate reflections of the historical expenses attributable to the Company for purposes of the carve-out
financial statements; however, the expenses reflected in the carve-out financial statements may not be indicative of the actual expenses
that would have been incurred during the periods presented if the Company had operated as a separate stand-alone entity. In addition,
the expenses reflected in the carve-out financial statements may not be indicative of expenses that will be incurred in the future by
the Company as those expenses will be dependent on multiple factors, such as operational structure and other strategic decisions made
in various areas, including information technology and infrastructure. See Note 9 for further information on expense allocations.
Revenue
Recognition and Cost Recognition – The Company provides various managed information technology services to businesses
including design, configuration, and installation of a various IT and audio/visual equipment and systems (more fully described below).
All significant sources of revenue are the result of a contract with a customer, and as such meet all the requirements of recognizing
revenue in accordance with Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”)
Topic 606, Revenue from Contracts with Customers.
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 1—Description of the business
and significant accounting policies (continued)
The Company recognizes revenue when it transfers
promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for
those goods and services. To determine revenue recognition for contracts with customers, the Company performs the following steps: (i)
identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price;
(iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company
satisfies its performance obligations. At contract inception, the Company will assess the goods or services agreed upon within each contract
and assess whether each good or service is distinct and determine those that are performance obligations. The Company then recognizes
as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance
obligation is satisfied.
The Company evaluates whether two or more contracts
should be combined and accounted for as one single performance obligation and whether a single contract should be accounted for as more
than one performance obligation. ASC 606 defines a performance obligation as a contractual promise to transfer a distinct good or service
to a customer. A contract’s transaction price is allocated to each to each distinct performance obligation and recognized as revenue
when, or as, the performance obligation is satisfied. The Company’s evaluation requires significant judgment and the decision to
combine a group of contracts or separate a contract into multiple performance obligations could change the amount of revenue and profit
recorded in a given period. The majority of the Company’s contracts have a single performance obligation as the promise to transfer
the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. However,
occasionally the Company has contracts with multiple performance obligations. For contracts with these obligations, the Company allocates
the contract’s transaction price to each performance obligation using the observable stand-alone selling price, if available, or
alternatively the best estimate of the stand-alone price of each distinct performance obligation in the contract. The primary method used
to estimate the stand-alone price is the expected cost plus a margin approach for each performance obligation.
The following paragraphs describe the revenue
by divisions/services provided, performance obligations and revenue recognition methods:
Building
Technologies – This business division consists of the design and installation of workplace technologies, audio/visual
equipment, and access control systems. The Company determined that their Building Technologies contracts are generally fixed-price construction
projects that provide a distinct service and, therefore, qualify as one performance obligation as the promise to transfer the individual
goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. As a result, performance
obligations are recognized over time as work is completed because of the continuous transfer of control to the customer using an input
method on a cost incurred to date relative to the total estimated costs at completion to measure progress (cost-to-cost basis). Contract
costs include all direct material, labor costs, and those indirect costs related to contract performance such as indirect labor, supplies,
tools, repairs, and depreciation costs. General and administrative expenses are charged to expense as incurred. Changes in contract performance,
contract conditions, and estimated profitability may result in revisions to revenue and costs and are recognized in the period in which
the revisions are determined. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are
determined.
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 1—Description of the business
and significant accounting policies (continued)
Field
Services – This business division consists of primarily installation service that include last mile fiber optic cable
construction and end-user installation; end-user security system installation and repairs; large-scale internet network monitoring; repairs
and maintenance; storefront network installation; and repairs for telephone, security, point of sale terminal, and Wi-Fi. Revenue from
field services contracts is generated from completed service requests that are priced based on the number service requests completed or
hours incurred at set rates per the contract. Each individual service request is considered an independent performance obligation recognized
at a point in time. Customers are invoiced in weekly or monthly intervals for work completed during the period. When invoicing periods
do not align with reporting periods, a resulting contract asset is recorded to unbilled receivables which represent revenue earned in
excess of billings to the customer. Contracts frequently provide a one-year workmanship warranty for on services. The Company concluded
this to be an assurance warranty that does not qualify as a separate performance obligation under ASC 606.
The contract asset, “Costs and estimated
earnings in excess of billings on uncompleted contracts,” represents revenue recognized in excess of amounts billed. The contract
liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings in excess of
revenue recognized.
The following table illustrates the disaggregation
disclosure by business division and timing of revenue recognition:
Timing of Revenue Recognition | |
2021 | | |
2020 | |
Services transferred over time | |
$ | 24,313,381 | | |
$ | 23,498,161 | |
Services transferred at a point in time | |
| 39,300,315 | | |
| 40,606,711 | |
| |
$ | 63,613,696 | | |
$ | 64,104,872 | |
The Company’s contracts may include retention
provisions to provide assurance to customers that the Company will perform in accordance with the contract terms. The retention provisions
are not considered a significant financing component. The balances billed but not paid by the customers pursuant to these provisions generally
become due upon completion and acceptance of the project by the customer. The Company has determined there are no significant financing
components included in construction contracts as of December 31, 2021 and 2020, respectively.
Contract
Estimates including Claims, Unapproved Change Orders and Variable Consideration – Accounting for long-term contracts
with customers involves the use of various techniques to estimate total transaction price, total estimated costs at completion, and progress
toward satisfaction of performance obligations which are used to recognize revenue earned. Unforeseen events and circumstances can alter
the estimate of the costs associated with a particular contract. Total estimated costs at completion can be impacted by changes in productivity,
scheduling, the unit cost of labor, subcontracts, materials, and equipment. Additionally, external factors such as weather, customer needs,
customer delays in providing permits and approvals, labor availability, governmental regulation, and politics may affect the progress
of a project’s completion, and thus the timing and amount of revenue recognition. To the extent original cost estimates are modified,
estimated costs to complete increase, delivery schedules are delayed, or progress under a contract is otherwise impeded, cash flow, revenue
recognition, and profitability from a particular contract may be adversely affected.
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 1—Description of the business
and significant accounting policies (continued)
The nature of the Company’s contracts gives
rise to several types of variable consideration, including contract modifications (unapproved change orders) and other terms that can
either increase or decrease the transaction price. Transaction price for contracts is required to include evaluation of variable consideration
to which the Company has an enforceable right to compensation or obligation for a reduction, which can result in increases or decreases
to a contract’s transaction price. The Company estimates variable consideration as the most likely amount to which it expects to
be entitled. The Company includes variable consideration in the estimated transaction price to the extent it is probable a significant
reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
The estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely
on an assessment of the anticipated performance and all information (historic, current, and forecasted) that is reasonably available to
the Company. The effect of a change in variable consideration on the transaction price of a performance obligation is recognized as an
adjustment to revenue on a cumulative catch-up basis.
Cash
– The Company uses a centralized approach to cash management under which cash deposits are transferred to the Parent
on a daily basis and are pooled with the Parent’s other entities. The Company does not specifically distinguish transfers to or
from the Parent’s other entities, but rather considers such amounts to be part of a capital pool that is included within total net
parent investment equity in the carve-out financial statements.
Contract
Receivables – Receivables primarily comprise amounts due to the Company for work performed on contracts. The Company
extends credit to its customers in the normal course of business. The Company carries receivables at original invoice amount less an estimate
made for doubtful accounts. Management establishes the allowance for doubtful accounts based on factors surrounding the credit risk of
specific customers, historical trends, and other information. Receivables are written off when deemed uncollectible. Recoveries of receivables
previously written off are recorded when received. As of December 31, 2021 and 2020, the allowance for doubtful accounts balance was $493,356
and $444,924, respectively.
Unbilled
Contract Receivables – Unbilled contract receivables represent hours and costs incurred under time and material contracts
which have not yet been billed.
Property
and Equipment – Property and equipment are carried at cost less accumulated depreciation and include expenditures which
substantially increase the useful lives of existing property and equipment. Depreciation is provided using the straight-line method over
the estimated useful lives of the assets. The estimated useful lives of depreciable assets are:
Vehicle |
3 – 7 years |
Furniture and fixtures |
3 – 5 years |
Machinery and computer equipment |
1 – 5 years |
Software |
3 – 5 years |
Internally developed software |
5 years |
Amortization expense on software is not recorded
until the asset is installed and in use. Maintenance, repairs, and minor renovations are charged to income as incurred. When property
and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts
and any gain or loss on the disposition is credited or charged to income. Leasehold improvements are amortized over the shorter of the
lease term or estimated useful life.
The Company assesses property and equipment for
possible impairment whenever events or circumstances indicate the carrying value may not be recoverable. No impairment triggers were identified
by management during 2021 or 2020.
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 1—Description of the business
and significant accounting policies (continued)
Software
Development Costs – The Company capitalizes the costs of developing internal use software, including directly related
payroll costs and external direct costs for materials and services. The Company amortizes these costs over the estimated useful life,
typically five years. Costs associated with internally developed software are expensed until the point at which the project has reached
technological feasibility. Software maintenance and training costs are expensed in the period in which they are incurred.
Goodwill
– Goodwill represents the excess of costs over fair value of assets of businesses acquired. The Company evaluates goodwill for impairment
at the entity level when a triggering event occurs that indicates the fair value of the entity may be below its carrying amount. When
a triggering event occurs, the Company first assesses qualitative factors to determine whether the quantitative impairment test is necessary.
If the qualitative assessment indicates it is more likely than not that goodwill is impaired, the Company performs the quantitative test
to compare the entity’s fair value with its carrying amount, including goodwill. If the qualitative assessment indicates it is not
more likely than not that goodwill is impaired, further testing is unnecessary. The goodwill impairment loss, if any, represents the excess
of the carrying amount of the entity over its fair value. No impairment on goodwill was recognized for the years ended December 31, 2021
or 2020.
Advertising
and Marketing – Advertising and marketing costs are expensed when incurred. The Company had advertising costs that totaled
$196,221 and $30,069 for the years ended December 31, 2021 and 2020, respectively.
Income
Taxes – The Company is included in the consolidated federal income tax return the Parent, as well as certain state tax
returns where the Parent files on a combined basis. The provision for income tax expense have been presented on a separate company basis
as if the Company were a separate tax filer. The separate return method applies the accounting guidance for income taxes to the carve-out
financial statements as if the Company was a separate taxpayer for the periods presented. The calculation of income taxes for the Company
on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations.
The Company provides for income taxes under the
asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets,
including tax loss carryforwards and liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income (loss) in the period that includes the enactment date. Deferred income tax expense represents the
change during the period in the deferred tax assets and deferred tax liabilities.
When tax returns are filed, it is highly certain
that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about
the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized
in the carve-out financial statements in the period during which, based on all available evidence, management believes it is more likely
than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax
positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold
are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing
authority.
The portion of the benefits associated with tax
positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying
carve-out balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Interest and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the carve-out statements
of income and net parent investment equity. Management is not aware of any material uncertain tax positions and no liability has been
recognized at December 31, 2021 or 2020.
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 1—Description of the business
and significant accounting policies (continued)
Estimates
– The preparation of the carve-out financial statements in conformity with accounting principles generally accepted in
the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the carve-out financial statements
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Fair
Value of Assets and Liabilities – The carrying values of all of the Company’s financial instruments approximate
their fair values. The Company accounts for its financial assets and liabilities at fair value on a recurring basis. The Company evaluates
the fair value of its non-financial assets and liabilities on a nonrecurring basis.
Share-Based
Payments – The Company’s key personnel have historically participated in Onepath ITDS Holdings, LLC share-based
incentive plans. The carve-out financial statements include employee cost allocations related to these participations based on the actual
number of employees over the cost recorded at One Path ITDS Holdings, LLC. The historical cost allocations may not be indicative of the
future expenses that will be incurred through incentive schemes that will be established for the Company’s key personnel following
the acquisition. Total amounts allocated to the Company were approximately $196,000 and $-0- during the years ended December 31, 2021
and 2020, respectively.
New
Accounting Pronouncements – In February 2016, FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases
(Topic 842). These amendments require the recognition of lease assets and lease liabilities on the balance sheet by lessees
for those leases currently classified as operating leases under Leases (Topic
840). ASU 2016-02 is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company
does not expect for the adoption to have a material impact on the financial statements. See the Company’s capital leases in Note
5.
In December 2019, FASB issued ASU No. 2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.
This amendment was issued to simplify the accounting for income taxes by removing certain exceptions for recognizing deferred taxes, performing
intra-period allocation, and calculating income taxes in interim periods. Further, ASU 2019-12 adds guidance to reduce complexity in certain
areas, including recognizing deferred taxes for tax basis goodwill and allocating taxes to members of a consolidated group. ASU 2019-12
is effective for fiscal years beginning after December 15, 2021. The Company early adopted the standard as of January 1, 2021. See income
taxes disclosure in Note 8.
Note 2—Contract receivables
Contract receivables are comprised of the following as of December
31:
| |
2021 | | |
2020 | |
Billings on uncompleted and completed contracts | |
$ | 6,403,805 | | |
$ | 8,145,669 | |
Retainage | |
| 725,080 | | |
| 1,406,420 | |
| |
| 7,128,885 | | |
| 9,552,089 | |
Less allowance for doubtful accounts | |
| (493,356 | ) | |
| (444,924 | ) |
| |
$ | 6,635,529 | | |
$ | 9,107,165 | |
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 3—Contracts in progress
Building technologies’ contracts in progress are comprised of
the following:
| |
2021 | | |
2020 | |
Costs incurred on uncompleted contracts | |
$ | 22,886,142 | | |
$ | 34,388,977 | |
Estimated earnings | |
| 7,894,220 | | |
| 9,009,118 | |
| |
| 30,780,362 | | |
| 43,398,095 | |
Less billings | |
| (23,082,893 | ) | |
| (40,384,407 | ) |
Net costs and estimated earnings in excess of billings on uncompleted contracts | |
$ | 7,697,469 | | |
$ | 3,013,688 | |
| |
| | | |
| | |
Current assets: | |
| | | |
| | |
Costs of estimated earnings in excess of billings on uncompleted contracts | |
$ | 8,216,084 | | |
$ | 5,131,536 | |
Current liabilities: | |
| | | |
| | |
Billings in excess of costs and estimated earnings on uncompleted contracts | |
| (618,287 | ) | |
| (2,117,848 | ) |
Net costs and estimated earnings in excess of billings on uncompleted contracts | |
$ | 7,597,797 | | |
$ | 3,013,688 | |
Note 4—Property and equipment
The following is a summary of property and equipment at cost as of
December 31:
| |
2021 | | |
2020 | |
Vehicles | |
$ | 5,494,491 | | |
$ | 3,870,389 | |
Furniture and fixtures | |
| 145,940 | | |
| 145,940 | |
Software and equipment | |
| 2,459,980 | | |
| 2,422,339 | |
Internally developed software | |
| 1,302,179 | | |
| 1,202,568 | |
| |
| 9,402,590 | | |
| 7,641,236 | |
Less accumulated depreciation and amortization | |
| (6,271,482 | ) | |
| (4,630,486 | ) |
| |
$ | 3,131,108 | | |
$ | 3,010,750 | |
Depreciation and amortization expense totaled $1,640,996 and $1,411,141
for the years ended December 31, 2021 and 2020, respectively.
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 5—Capital leases
The Company leases various vehicles under capital
leases expiring in various years through 2026. The assets and liabilities under capital leases are recorded at the lower of the present
value of the minimum lease payments or the fair value of the asset. The assets are amortized over their estimated useful lives. Amortization
of assets under capital leases is included in depreciation expense for the years ended December 31, 2021 and 2020. The following is a
summary of property held under capital leases as of December 31:
| |
2021 | | |
2020 | |
Vehicles | |
$ | 3,340,030 | | |
$ | 4,123,792 | |
Less accumulated amortization | |
| (1,366,897 | ) | |
| (2,129,237 | ) |
| |
$ | 1,973,133 | | |
$ | 1,994,555 | |
Minimum future lease payments under capital leases at December 31,
2021 were as follows:
2022 | |
$ | 773,378 | |
2023 | |
| 752,957 | |
2024 | |
| 729,767 | |
2025 | |
| 674,934 | |
2026 | |
| 251,707 | |
Total minimum lease payments | |
| 3,182,743 | |
Less amount representing interest | |
| (621,725 | ) |
Present value of minimum lease payments | |
| 2,561,018 | |
Less current portion | |
| (570,370 | ) |
Capital leases, net of current portion | |
$ | 1,990,648 | |
Interest rates on capitalized leases vary from
3.89% to 19.28% and are imputed based on the lower of the Company’s incremental borrowing rate at the inception of each lease or
the lessor’s implicit rate of return.
Note 6—Intangible assets
The following is a summary of intangible assets
and associated accumulated amortization as of December 31:
| |
Useful | |
| | |
| |
| |
Lives | |
2021 | | |
2020 | |
Finite-lived intangible assets: | |
| |
| | | |
| | |
Customer relationships | |
7.8 | |
$ | 7,786,071 | | |
$ | 7,786,071 | |
Less accumulated amortization | |
| |
| (1,987,934 | ) | |
| (993,967 | ) |
Total intangible assets, net | |
| |
$ | 5,798,137 | | |
$ | 6,792,104 | |
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 6—Intangible assets (continued)
Future amortization expense for intangible assets subject to amortization
is as follows for the years ending December 31:
2022 | |
$ | 993,967 | |
2023 | |
| 993,967 | |
2024 | |
| 993,967 | |
2025 | |
| 993,967 | |
2026 | |
| 993,967 | |
Thereafter | |
| 828,302 | |
| |
$ | 5,798,137 | |
Amortization expense was $993,967 in the years ended December 31, 2021
and 2020.
Note 7—Accrued expenses
Accrued expenses consist of the following as of December 31:
| |
2021 | | |
2020 | |
Accrued expense - COGS and SG&A | |
$ | 815,895 | | |
$ | 1,127,956 | |
Wages payable | |
| 587,543 | | |
| 612,849 | |
Commissions payable | |
| - | | |
| 251,351 | |
Benefits payable | |
| 129,214 | | |
| 341,356 | |
| |
$ | 1,532,652 | | |
$ | 2,333,512 | |
Note 8—Income taxes
The components of the income tax provision for the years ended December
31 are as follows:
| |
2021 | | |
2020 | |
Current: | |
| | | |
| | |
Federal | |
$ | 158,333 | | |
$ | 148,378 | |
State | |
| 45,998 | | |
| 43,106 | |
| |
| 204,331 | | |
| 191,484 | |
Deferred: | |
| | | |
| | |
Federal | |
| 222,349 | | |
| 289,619 | |
State | |
| 48,102 | | |
| 62,659 | |
| |
| 270,451 | | |
| 352,278 | |
Total income tax expense | |
$ | 474,782 | | |
$ | 543,762 | |
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 8—Income taxes (continued)
Temporary differences that give rise to significant
portions of deferred income tax assets (liabilities) as of December 31:
| |
2021 | | |
2020 | |
Allowance for doubtful accounts | |
$ | 126,018 | | |
$ | 140,299 | |
Goodwill | |
| (640,930 | ) | |
| (320,465 | ) |
Intangible assets | |
| 242,604 | | |
| 121,302 | |
Depreciation expense | |
| (755,417 | ) | |
| (698,410 | ) |
Net deferred income tax liabilities | |
$ | (1,027,725 | ) | |
$ | (757,274 | ) |
The following summarizes the difference between
the effective tax rate and the federal statutory tax rate of 21.00% as of December 31:
| |
2021 | | |
2020 | |
Federal income tax at statutory federal rate | |
| 21.00 | % | |
| 21.00 | % |
State income tax, net of federal benefit | |
| 4.54 | % | |
| 4.54 | % |
Effective tax rate | |
| 25.54 | % | |
| 25.54 | % |
Note 9—Related party transactions
Changes
in Net Parent Investment Equity – The Company’s total capital pool is reflected as equity under the caption total
net parent investment equity in the carve-out balance sheets. This mainly includes net transfers to and transfers from centralized cash
pooling and general financing activities deemed to be effectively settled, and corporate overhead allocations from the Parent.
Corporate
Cost Allocations – The carve-out statements of operations include expense allocations related to the corporate operations
of the Parent. Accordingly, certain shared costs have been allocated to the Company and reflected as expenses in the carve-out financial
statements. Where possible, these allocations were made on a specific identification basis, and in other cases these expenses were allocated
based on the relative percentages of revenues, expenses, and headcount. Corporate expense allocations primarily relate to centralized
functions including finance, human resources, legal, marketing, technology services, management functions, and use of facilities and related
assets. The following table shows allocations of shared costs that are reflected in the carve-out financial statements:
| |
Attributed | | |
2021 Allocated | | |
Total | |
Selling, general, and administrative expenses | |
$ | 6,718,203 | | |
$ | 4,082,259 | | |
$ | 10,800,462 | |
Depreciation | |
| 1,640,996 | | |
| - | | |
| 1,640,996 | |
Amortization of intangible assets | |
| - | | |
| 993,967 | | |
| 993,967 | |
| |
Attributed | | |
2020 Allocated | | |
Total | |
Selling, general, and administrative expenses | |
$ | 6,107,943 | | |
$ | 4,275,864 | | |
$ | 10,383,807 | |
Depreciation | |
| 1,411,141 | | |
| - | | |
| 1,411,141 | |
Amortization of intangible assets | |
| - | | |
| 993,967 | | |
| 993,967 | |
AMR RESOURCES, LLC
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
|
Note 10—401(k) plan
The Company has a defined contribution 401(k)
plan (the “Plan”) that covers all full-time employees who have met certain age and service requirements. Eligible employees
may make salary deferral contributions to the Plan and employer contributions are made to participating employees based on the matching
terms of the Plan. Contributions to the Plan by the Company totaled $307,756 and $-0- for the years ended December 31, 2021 and 2020,
respectively.
Note 11—Litigation
The Company is periodically involved in litigation
arising in the ordinary course of business. While the ultimate outcome of these matters is not presently determinable; it is the opinion
of management that the resolution of outstanding claims will not have a material, adverse effect on the financial position or results
of operations of the Company.
Note 12—Subsequent events
The Company has evaluated subsequent events through
June 30, 2023, in connection with the preparation of these carve-out financial statements which is the date the carve-out financial statements
were available to be issued.
On February 1, 2022, the Parent entered into a
Unit Purchase Agreement with AMRR (the “purchaser”) to sell to the purchaser all of the issued and outstanding units of AMR.
Total purchase price was equal to (a) $38,000,000, plus (minus) (b) working capital adjustment for any surplus (deficit) from the agreed-upon
working capital target, as defined in the Unit Purchase Agreement.
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American Metals Recovery... (PK) (USOTC:AMRR)
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From Apr 2024 to May 2024
American Metals Recovery... (PK) (USOTC:AMRR)
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From May 2023 to May 2024