ACQUISITIONS (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Business Acquisition [Line Items] |
|
| SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES |
The
AOS Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values
of the acquired assets and liabilities as of the acquisition date were:
SCHEDULE
OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES
| |
|
|
|
|
| Consideration1 |
|
$ |
12,608,560 |
|
| |
|
|
|
|
| Assets acquired: |
|
|
|
|
| Cash and cash equivalents |
|
|
200,661 |
|
| Accounts receivable |
|
|
153,764 |
|
| Prepaid and other assets |
|
|
167,565 |
|
| Inventory |
|
|
656,448 |
|
| PP&E, net |
|
|
16,622 |
|
| Intangibles |
|
|
17,309 |
|
| Right of use asset |
|
|
85,502 |
|
| Customer relationships |
|
|
- |
|
| Trade names and trademarks |
|
|
- |
|
| Total assets acquired |
|
|
1,297,871 |
|
| |
|
|
|
|
| Liabilities assumed: |
|
|
|
|
| Accrued liabilities |
|
|
562,919 |
|
| Accounts payable |
|
|
128,724 |
|
| Right of use liability |
|
|
87,539 |
|
| Note payable |
|
|
- |
|
| Line of credit |
|
|
- |
|
| Total liabilities assumed |
|
|
779,182 |
|
| |
|
|
|
|
| Net assets acquired |
|
|
518,689 |
|
| |
|
|
|
|
| Goodwill |
|
$ |
12,089,871 |
|
| 1 |
|
Consideration
consists of the following: $1,821 cash paid to sellers at the acquisition date, $11,654,452 of shares transferred to sellers at the
acquisition date, $4,147 of cash to be paid to sellers, $1,990 of cash holdback to be paid to sellers at the end of the holdback
period and $946,149 of equity holdback to be paid to sellers at the end of the holdback period, which is 18-month holdback period
from the date of the AOS Acquisition. |
|
| Skylar Acquisition [Member] |
|
| Business Acquisition [Line Items] |
|
| SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES |
The
Skylar Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair
values of the acquired assets and liabilities as of the acquisition date were:
SCHEDULE
OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES
| |
|
|
|
|
| Consideration1 |
|
$ |
21,417,681 |
|
| |
|
|
|
|
| Assets acquired: |
|
|
|
|
| Cash and cash equivalents |
|
|
339,679 |
|
| Accounts receivable |
|
|
381,762 |
|
| Prepaid and other assets |
|
|
701,566 |
|
| Inventory |
|
|
2,508,287 |
|
| PP&E, net |
|
|
25,942 |
|
| Intangibles |
|
|
161,693 |
|
| Customer relationships2 |
|
|
2,091,000 |
|
| Trade names and trademarks3 |
|
|
6,557,000 |
|
| Total assets acquired |
|
|
12,766,929 |
|
| |
|
|
|
|
| Liabilities assumed: |
|
|
|
|
| Accrued liabilities |
|
|
540,036 |
|
| Accounts payable |
|
|
2,425,524 |
|
| Total liabilities assumed |
|
|
2,965,560 |
|
| |
|
|
|
|
| Net assets acquired |
|
|
9,801,369 |
|
| |
|
|
|
|
| Goodwill |
|
$ |
11,616,312 |
|
| 1 |
|
Consideration
consists of the following: $2,039,345 cash paid to sellers at the acquisition date, $13,120,924 of shares transferred to sellers
at the acquisition date, $571,428 of shares transferred to pay sellers expenses, $2,314,732 of equity holdback to be paid to sellers
at the end of the holdback period and $3,371,252 of contingent shares payable. |
| 2 |
|
Based
on the valuation of the Skylar Acquisition, customer relationships, a new intangible asset was identified, and given a fair value
of $2,091,000. The customer relationships intangible asset will be amortized over a period of 10 years. |
| 3 |
|
Based
on the valuation of the Skylar Acquisition, trade names and trademarks, a new intangible asset was identified, and given a fair value
of $6,557,000. The trade names and trademarks intangible asset will be amortized over a period of 16 years. |
|
| Soylent Acquisition [Member] |
|
| Business Acquisition [Line Items] |
|
| SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES |
The
Soylent Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair
values of the acquired assets and liabilities as of the acquisition date were:
SCHEDULE
OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES
| |
|
|
|
|
| Consideration1 |
|
$ |
68,339,812 |
|
| |
|
|
|
|
| Assets acquired: |
|
|
|
|
| Cash and cash equivalents |
|
|
189,071 |
|
| Accounts receivable |
|
|
5,617,270 |
|
| Prepaid and other assets |
|
|
1,045,431 |
|
| Inventory |
|
|
14,564,431 |
|
| PP&E, net2 |
|
|
8,568 |
|
| Intangibles3 |
|
|
24,600,000 |
|
| Total assets acquired |
|
|
46,024,770 |
|
| |
|
|
|
|
| Liabilities assumed: |
|
|
|
|
| Accounts payable |
|
|
6,561,069 |
|
| Accrued liabilities |
|
|
699,364 |
|
| Line of credit |
|
|
4,800,000 |
|
| Total liabilities assumed |
|
|
12,060,434 |
|
| |
|
|
|
|
| Net assets acquired |
|
|
33,964,336 |
|
| |
|
|
|
|
| Goodwill |
|
$ |
34,375,476 |
|
| 1 |
|
Consideration
consists of the following: $200,000
cash paid for Soylent’s transaction closing costs at the acquisition date, $26,693,143
of shares transferred to sellers at the acquisition date, $2,785,714
of equity holdback to be paid to sellers at the end of the indemnity period, an estimated net working capital adjustment of $1,517,595
and an estimated $37,143,360
of stock payable liability to be paid as part of the $0.35
per share adjustment on the Adjustment Date. The stock payable was assessed under ASC 480 and ASC 815 and determined that
classification as a liability was appropriate. |
| 2 |
|
Based
on the valuation of the Soylent Acquisition, inventory was marked up to fair value in the amount $2,250,103. All fair value mark
up is allocated to finished goods. |
| 3 |
|
Based
on the valuation of the Soylent Acquisition, new intangible assets classified as tradenames and trademarks were identified as of Soylent Acquisition date, with
a fair value of $19,700,000 and $4,600,000, respectively. The tradenames and trademarks intangible asset will be amortized over a
period of 16 years and 10 years, respectively. |
|