ACQUISITIONS | 13. ACQUISITIONS The Company is the largest chain of hydroponic garden centers in North America and is a leading marketer and distributor of nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems and accessories for hydroponic gardening. Our acquisition strategy is to acquire well established profitable hydroponic garden centers in markets where the Company does not have a market presence or in markets where it is increasing its market presence. The Company accounts for acquisitions in accordance with ASC 805 "Business Combinations." Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change within the measurement period as valuations are finalized. The Company has not made any adjustments to the preliminary valuations. On February 26, 2020 we acquired certain assets of Health & Harvest LLC in a transaction valued at approximately $2.85 million. Acquired goodwill of approximately $1,750,600 represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Cash consideration was funded from the Company's existing working capital. Transaction costs incurred in connection with this acquisition were not significant. The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2020. Health & Harvest LLC Inventory $ 1,052,500 Prepaids and other current assets - Furniture and equipment 50,000 Right to use asset 192,600 Lease liability (192,600 ) Goodwill 1,750,600 Total $ 2,852,500 The table below represents the consideration paid for the net assets acquired in business combinations. Health & Harvest LLC Cash $ 1,750,000 Common stock 1,102,500 Total $ 2,852,500 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended March 31, 2020. Health & Harvest LLC Acquisition date 2/26/2020 Revenue $ 559,340 Earnings $ 112,882 The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the three months ended March 31, 2019. Pro forma consolidated income statement: March 31, Revenue $ 1,365,700 Earnings $ 19,200 The table below represents the allocation of the preliminary purchase price to the acquired net assets during the three months ended March 31, 2019. Chlorophyll Reno Hydroponics Palm Springs Hydroponics Total Inventory $ 1,441,000 $ 238,000 $ 465,500 $ 2,144,500 Prepaids and other current assets 22,000 - 22,000 Furniture and equipment 100,000 25,000 25,000 150,000 Right to use asset 702,000 - 329,300 1,031,300 Lease liability (702,000 ) - (329,300 ) (1,031,300 ) Goodwill 2,596,100 516,300 554,000 3,666,400 Total $ 4,159,100 $ 779,300 $ 1,044,500 $ 5,982,900 The table below represents the consideration paid for the net assets acquired in business combinations for the period ended March 31, 2019. Chlorophyll Reno Hydroponics Palm Springs Hydroponics Total Cash $ 3,659,100 $ 525,000 $ 800,000 $ 4,984,100 Common stock 500,000 254,300 244,500 998,800 Total $ 4,159,100 $ 779,300 $ 1,044,500 $ 5,982,900 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended March 31, 2019. Chlorophyll Reno Hydroponics Palm Springs Hydroponics Total Acquisition date 1/21/2019 2/11/2019 2/7/2019 Revenue $ 3,450,600 $ 1,594,900 $ 121,500 $ 5,167,000 Earnings $ 613,000 $ 165,300 $ 5,800 $ 784,100 The following represents the proforma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the three months ended March 31, 2018. Pro forma consolidated income statement March 31, Revenue $ 2,088,200 Earnings $ 389,100 |