Acquisitions (Tables)
|
12 Months Ended |
May 31, 2021 |
|---|
| Business Combination and Asset Acquisition [Abstract] |
|
| Schedule of Pro-forma Information |
The following presents the pro-forma combined
results of operations of Innocap Inc. with ULHI as if the entities were combined on June 1, 2019 and show activity for the year ended
May 31, 2020.
| |
|
For the year ended
May 31, 2020
(pro-forma) |
|
| Revenues |
|
$ |
115,148,267 |
|
| Net income (loss) |
|
$ |
(2,126,697 |
) |
| Net income (loss) per share - basic |
|
$ |
(0.21 |
) |
| Weighted average number of shares outstanding |
|
|
10,000,000 |
|
|
| Schedule of Purchase Price Consideration |
In addition, ULHI paid $239,350 of closing
costs for legal, accounting and other professional fees which were expensed during the period ended May 31, 2020.
| The price consideration is as follows: |
|
|
|
| Cash consideration |
|
$ |
1,994,000 |
|
| Notes payable |
|
|
6,706,439 |
|
| Consulting service contract liability |
|
|
848,010 |
|
| Non-compete payable |
|
|
481,211 |
|
| Assumption of seller debt |
|
|
200,000 |
|
| Assumed long term liabilities |
|
|
1,394,533 |
|
| Rollover equity |
|
|
613,693 |
|
| Total purchase price consideration |
|
$ |
12,237,886 |
|
|
| Schedule of Assets Acquired and Liabilities Assumed |
The following summarizes the fair values
of the assets acquired and liabilities assumed at the acquisition:
| Assets: |
|
|
|
| Current assets |
|
$ |
16,571,270 |
|
| Property and equipment |
|
|
206,873 |
|
| Security deposits |
|
|
292,404 |
|
| Other intangibles |
|
|
8,752,000 |
|
| Goodwill (1) |
|
|
4,773,585 |
|
| Total identified assets acquired |
|
$ |
30,596,132 |
|
| Liabilities: |
|
|
|
| Current liabilities |
|
$ |
16,115,703 |
|
| Consulting service contract liability |
|
|
848,010 |
|
| Long-term assumed liabilities |
|
|
1,394,533 |
|
| Total liabilities assumed |
|
|
18,358,246 |
|
| |
|
|
|
|
| Total net assets assumed |
|
$ |
12,237,886 |
|
| |
(1) |
The goodwill acquired is primarily attributable to the workforce of the acquired business and significant synergies expected to arise after ULHI’s acquisition of UL US Entities. ULHI is assessing the amount of goodwill that will be deductible for income tax purposes. For the year ended May 31, 2021, the amount of goodwill deductible for income tax purposes was immaterial. The Company will continue to analyze the goodwill for deductibility over the 15-year life. See Note 4. |
|
| Schedule of Other Intangible Assets and Amortization |
Other intangible assets and their amortization
periods are as follows:
| |
|
Cost Basis |
|
|
Useful Life |
| Tradenames/trademarks |
|
$ |
806,000 |
|
|
10 years |
| Customer relationships – ATL |
|
|
5,605,000 |
|
|
15 years |
| Customer relationships – BOS |
|
|
310,000 |
|
|
12 years |
| Customer relationships – NYC |
|
|
1,718,000 |
|
|
14 years |
| Non-compete agreements |
|
|
313,000 |
|
|
3 years |
| |
|
$ |
8,752,000 |
|
|
|
|