Acquisitions | NOTE 2 – ACQUISITIONS Acquisition of Tapped and Packed Ltd On November 1, 2017, DEPT-UK entered into an acquisition agreement (the “Tapped Acquisition Agreement”) with Tapped and Packed Ltd (“Tapped”), a United Kingdom corporation. Richard Lilley, an individual (“Lilley”), was the owner of record of 100 capital shares of Tapped. Pursuant to the Tapped Acquisition Agreement, Tapped stock was transferred to DEPT-UK on November 1, 2017, in consideration of £175,000 and 1,546,875 shares of common stock of the Company. The £175,000 was paid in October 2017 as a prepayment to the completion date of November 1, 2017. Stefan Allesch-Taylor (“Allesch-Taylor”), Chairman of the Company, utilized his personally owned shares of common stock of the Company, and assigned the 1,546,875 shares (the “Allesch-Taylor Shares”) from his ownership to Lilley. In exchange for the use of the Allesch-Taylor Shares, which were provisionally valued at $1,918,125, the Board of Directors issued Allesch-Taylor 1,325,000 Preference Shares of DEPT-UK. The Provisional Share Compensation Value was determined by the previous day’s closing price of $1.24 per share. The Company’s common stock is thinly-traded and an insignificant amount of stock traded has historically caused significant fluctuations in the price per share of the Company’s common stock. The Allesch-Taylor Shares of common stock were assigned to Lilley on or about October 19, 2017 and were released in accordance to the agreement. See Notes 1, 7 and 8. Also in connection with the Tapped Acquisition Agreement, Gill and Lopez were appointed to serve on Tapped’s Board of Directors. The following table summarizes the consideration given for DEPT-UK and the fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 237,877 Common stock shares given 1,918,125 Total consideration given $ 2,156,002 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 200,582 Prepaid expense 92,052 Inventory 51,411 Fixed assets, net 73,337 Deposits 119,999 Accrued expenses (192,645 ) Short-term note payable (200,804 ) Deferred taxes (1,184 ) Total identifiable net liabilities 142,748 Goodwill 2,013,254 Total consideration $ 2,156,002 The revenue and net loss for Tapped, as reflected in the consolidated statement of operations, for the year ended December 31, 2018, to reflect the current period, was $1,813,980 and $78,765, respectively, and for the four months ended December 31, 2017 and the year ended August 31, 2017, the financial statements were unavailable. Acquisition of Bea’s of Bloomsbury Limited On May 23, 2018, DEPT-UK entered into an acquisition agreement (the “Bea’s Acquisition Agreement”) with Bea’s, a United Kingdom corporation. Pursuant to the Bea’s Acquisition Agreement, Bea’s stock was transferred to DEPT-UK on May 23, 2018, in consideration of 1,933,239 shares of common stock of the Company. The Company’s common stock was valued at $0.84 therefore the Company recorded the value of $1,623,921. Management recorded a provisional goodwill, as of December 31, 2018, of $1,698,321, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Notes 1, 7 and 8. The following table summarizes the consideration given by DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Common stock shares given $ 1,623,921 Total consideration given $ 1,623,921 Fair value of identifiable assets acquired, and liabilities assumed: Prepaid expense $ 86,764 Inventory 36,311 Fixed assets, net 315,558 Deposits 54,357 Accounts payable (250,365 ) Accrued expenses (271,096 ) Short-term note payable (45,931 ) Total identifiable net liabilities (74,400 ) Goodwill 1,698,321 Total consideration $ 1,623,921 The revenue and loss for Bea’s, as reflected in the consolidated statement of operations, for the year ended December 31, 2018, to reflect the current period, was $1,327,064 and $575,064, respectively, and for the four months ended December 31, 2017 and the year ended August 31, 2017, the financial statements were unavailable. Acquisition of Coffee Global Limited On November 15, 2018, DEPT-UK entered into a share purchase agreement for the acquisition of Coffee Global Limited (a/k/a Cafe2u, the “Coffee Global Acquisition Agreement”) with Thomas Acland, David Downie, William Vernon, Kate Elizabeth Acland, and Martyn Ward. Pursuant to the Coffee Global Acquisition Agreement, Cafe2u’s stock was transferred to DEPT-UK on November 15, 2018, in consideration of £825,000 ($997,350), to be paid in two installments; 1) £357,000 ($458,299) at the execution of the agreement, 2) additional consideration (in such sum as to be determined pursuant to the determination of the Completion Accounts in accordance with the provision of the Share Purchase Agreement) to be paid 50% by shares (340,997) in the Company and 50% in cash up to the maximum total additional consideration sum of £468,000 ($545,594). Management has calculated provisional goodwill of $1,192,169, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Notes 1 and 7. The following table summarizes the consideration given by DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 458,299 Deferred loan 545,594 Total consideration given $ 1,003,893 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 1,867 Accounts receivable 39,829 Inventory 12,461 Prepaid expenses 12,615 Fixed assets, net 14,313 Accrued expenses (269,315 ) Taxes payable (46 ) Total identifiable net liabilities (188,276 ) Goodwill 1,192,169 Total consideration $ 1,003,893 The revenue and income for Cafe2u, as reflected in the consolidated statement of operations, for the years ended December 31, 2018, to reflect the current period, was $439,494 and $35,532, respectively, and for the four months ended December 31, 2017 and the year ended August 31, 2017, the financial statements were unavailable. Acquisition of The Roastery Department Ltd. On December 1, 2018, DEPT-UK executed a Share Purchase Agreement (“The Roastery Acquisition Agreement”) with Silverstream Investments Ltd. for the acquisition of The Roastery Department Ltd. (“The Roastery”). The Roastery Acquisition Agreement provided Silverstream with preference shares of DEPT-UK in the amount of £2,750,000 ($3,506,433), which at closing was satisfied by the issuance of 2,750,000 shares. The Roastery became a subsidiary of DEPT-UK as a result of the transaction. The Roastery is a specialty coffee roaster and has one location in the UK. Management has calculated provisional goodwill of $3,771,803, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Notes 1 and 7. The following table summarizes the consideration given by the Company and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Shares given $ 3,506,433 Total consideration given $ 3,506,433 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 30,497 Accounts receivable 122,100 Prepaid expenses (337 ) Fixed assets, net 117,137 Accounts payable (51,404 ) Accrued expenses (580,665 ) Taxes payable 97,302 Total identifiable net liabilities (265,370 ) Goodwill 3,771,803 Total consideration $ 3,506,433 The revenue and loss for The Roastery, as reflected in the consolidated statement of operations, for the year ended December 31, 2018, to reflect the current period, was $34,227 and $24,270, respectively. Acquisition of Dollop Coffee, LLC On December 1, 2018, the Company entered into a Capital Contribution Agreement (the “Dollop Acquisition Agreement”) with Paul Leisen, Joan Lundgren, John Sweeney, Jacob Muller and Travis Schaffner to acquire 51% of the membership interest of Dollop. Additionally, the Company issued shares of common stock of the Company with a fair market value of $50,000, or 62,500 shares, to Dollop Brand, LLC. As of December 31, 2018, these shares were not issued and recorded as issuable. Management has calculated provisional goodwill of $1,296,372, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Notes 1 and 7. The following table summarizes the consideration given by the Company and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 1,000,000 Shares given 50,000 Total consideration given $ 1,050,000 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 91,841 Accounts receivable 51,768 Inventory 172,368 Loan receivable 6,130 Prepaid expenses 30,951 Fixed assets, net 1,156,486 Accounts payable (213,974 ) Accrued expenses (251,372 ) Taxes payable (89,481 ) Loans payable, current portion (133,810 ) Loans payable, non-current portion (1,303,988 ) Total identifiable net liabilities (483,082 ) Percentage of company acquired 51 % Total identifiable net liabilities acquired (246,372 ) Goodwill 1,296,372 Total consideration $ 1,050,000 The revenue and loss for Dollop, as reflected in the consolidated statement of operations, for the year ended December 31, 2018 was $796,453 and $138,870. The December 31, 2017 financials are not available at this time. Other Acquisitions During the year ended December 31, 2018, the Company executed six purchase agreements and asset purchase agreements with various third parties to acquire in the aggregate five other coffee shops and one roastery (“Other Acquisitions”). The acquired businesses became subsidiaries of the Company. The acquired assets were incorporated into the operations of DEPT-UK. These acquisitions, in the aggregate, were for $660,404 in cash and deferred cash payments of $594,692. See Note 1 and 7. Consideration given: Cash given $ 783,869 Deferred consideration 594,692 Total consideration given $ 1,255,096 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 112,252 Accounts receivable, net 11,823 Inventory 14,519 Prepaid expenses 5,338 Fixed assets, net 230,360 Deposits 34,854 Accounts payable (23,627 ) Accrued expenses (253,034 ) Taxes payable (39,399 ) Loans (31,651 ) Deferred taxes (11,942 ) Other long-term liabilities (1,249 ) Total identifiable net assets (158,124 ) Goodwill 1,413,220 Total consideration $ 1,255,096 Pro-Forma Financial Information The following unaudited pro-forma data summarizes the result of the operations for the year ended December 31, 2018 and 2017, as if the acquisition of Bea’s, Cafe2u, The Roastery, Dollop and the Other Acquisitions had been completed on January 1, 2017. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place on January 1, 2017. The Company used the year ended December 31, 2017 to reflect its new fiscal year. For the Year Ended December 31, 2018 Coffeesmiths Other Pro-forma Collective Tapped Bea’s Cafe2u Roastery Dollop Acquisitions Adjustments Totals Revenue, net $ 6,014,245 $ 1,810,171 $ 2,004,068 $ 1,703,889 $ 654,780 $ 10,515,437 $ 1,806,903 $ - $ 24,509,493 Operating expenses 7,617,992 1,887,572 2,801,588 1,937,149 830,405 10,920,579 1,912,732 - 27,908,017 Loss from operations (1,603,747 ) (77,401 ) (797,520 ) (233,260 ) (175,625 ) (405,142 ) (105,829 ) - (3,398,524 ) Other income (expense) (70,996 ) (1,199 ) - - - - - - (72,195 ) Loss before income taxes (1,674,743 ) (78,600 ) (797,520 ) (233,260 ) (175,625 ) (405,142 ) (105,829 ) - (3,470,719 ) Net loss attributable to common shareholders $ (1,674,743 ) $ (78,600 ) $ (797,520 ) $ (233,260 ) $ (175,625 ) $ (405,142 ) $ (105,829 ) $ - $ (3,470,719 ) Net loss per common share - basic $ (0.01 ) $ (0.02 ) Weighted average number of common shares outstanding during the period - basic 208,288,685 208,288,685 For the Year Ended December 31, 2017 Coffeesmiths Other Pro-forma Collective Tapped Bea’s Cafe2u Roastery Dollop Acquisitions Adjustments Totals Revenue, net $ 4,778,866 $ 2,208,971 $ 2,471,550 $ 3,206,101 $ 529,559 $ 10,515,437 $ 2,182,833 $ - $ 25,893,317 Operating expenses 5,852,095 2,058,828 2,885,938 3,180,131 783,134 10,920,579 2,129,158 - 27,809,862 Loss from operations (1,073,229 ) 150,143 (414,388 ) 25,970 (253,575 ) (405,142 ) 53,675 - (1,916,545 ) Other income (expense) (410 ) (873 ) - - - - - - (1,284 ) Loss before income taxes (1,073,639 ) 149,270 (414,388 ) 25,970 (253,575 ) (405,142 ) 53,675 - (1,917,829 ) Net loss attributable to common shareholders $ (1,073,639 ) $ 149,270 $ (414,388 ) $ 25,970 $ (253,575 ) $ (405,142 ) $ 53,675 $ - $ (1,917,829 ) Net loss per common share - basic $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic 207,100,000 207,100,000 |