VARIABLE INTEREST ENTITIES AND ACQUISITIONS | 16. VARIABLE INTEREST ENTITIES AND ACQUISITIONS Asset acquisitions On July 26, 2023, Forafric acquired 90 56 5,318 The transaction met the screen test and was accounted for as an acquisition of assets under U.S. GAAP. Accordingly, the acquisition cost was allocated on a relative fair value basis. The following table represents the final purchase cost allocation: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES Allocated cost Assumed debt Noncontrolling interest Total consideration paid Current assets Current liabilities Property, plant, and equipment $ 8,788 Tradename Customer relationship Other intangible assets Intangible assets 686 Right-of-use assets 331 Inventories 59 Accounts receivable 28 Cash and cash equivalents 7 Other liabilities, noncurrent (2,328 ) Accounts payable (1,503 ) Other payables (693 ) Total net assets acquired $ 5,374 Goodwill Consolidated Variable Interest Entities Sanabil SA Effective on October 7, 2021, the Company completed a share purchase acquisition of Moulins Sanabil SA (“Sanabil SA”). By way of the acquisition, the Company acquired a 60 Pursuant to the terms of the agreement, the purchase price of the acquisition was $ 332 FORAFRIC GLOBAL PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table represents the final allocation of the purchase consideration among assets acquired and liabilities assumed at their estimated acquisition date fair values: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES Consideration paid: Cash $ 332 Assumed debt 6,548 Noncontrolling interest 221 Total consideration paid $ 7,101 Net assets acquired: Current assets $ 4,665 Current liabilities (4,416 ) Property, plant and equipment 5,413 Tradename 323 Customer relationship 453 Total net assets acquired 6,438 Goodwill 663 Total consideration paid $ 7,101 The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the acquired customer relationships intangible assets. The method used for the acquired trade name intangible assets was the Relief from Royalty Method. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company’s estimates of customer attrition and revenue growth projections. The Company is amortizing the identifiable intangible assets arising from the Sanabil SA acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average life of 20 MDS Burkina Effective on July 30, 2021, the Company completed a share purchase acquisition of MDS Burkina. By way of the acquisition, the Company acquired a 78.21 Pursuant to the terms of the agreement, the Company will provide financial investments to MDS Burkina in the form of a cash consideration for a total amount of $ 6,153 The Company thus agreed to fund MDS Burkina for operational cash flow needs and bear the risk of its losses from operations and MDA Burkina agrees that the Company has rights to 78.21 FORAFRIC GLOBAL PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table represents the preliminary allocation of the purchase consideration among assets acquired and liabilities assumed at their estimated acquisition date fair values: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES Consideration paid: Cash $ 6,153 Assumed debt 7,348 Noncontrolling interest 1,714 Total consideration paid $ 15,215 Net assets acquired: Current assets $ 4,559 Current liabilities (1,144 ) Property, plant and equipment 9,970 Total net assets acquired 13,385 Goodwill 1,830 Total consideration paid $ 15,215 Goodwill represents MDS Burkina’s market presence and its experienced workforce as well as future potential to generate cash flows and other economic benefits and results from assets that are not separately identifiable as part of the transaction and is not deductible for tax purposes. The Company incurred no material transaction costs for the acquisition of MDS Burkina. MDS Mali Effective on April 30, 2021, the Company completed a share purchase acquisition of MDS Mali. By way of the acquisition, the Company acquired a 70.35 Pursuant to the terms of the agreement, the Company will provide financial investments to MDS Mali in the form of a cash consideration for a total amount of $ 9,579 The following table represents the final allocation of the purchase consideration among assets acquired and liabilities assumed at their estimated acquisition date fair values: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES Consideration paid: Cash $ 9,579 Assumed debt 9,723 Noncontrolling interest 4,037 Total consideration paid $ 23,339 Net assets acquired: Current assets $ 16,715 Current liabilities (7,293 ) Property, plant and equipment 8,289 Tradename 734 Customer relationship 1,760 Other intangible assets 20 Total net assets acquired 20,225 Goodwill 3,114 Total consideration paid $ 23,339 The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the acquired customer relationships intangible assets. The method used for the acquired trade name intangible assets was the Relief from Royalty Method. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company’s estimates of customer attrition and revenue growth projections. FORAFRIC GLOBAL PLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company is amortizing the identifiable intangible assets arising from the MDS Mali acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average life of 20 Goodwill represents MDS Mali’s market presence and its experienced workforce as well as future potential to generate cash flows and other economic benefits and results from assets that are not separately identifiable as part of the transaction and is not deductible for tax purposes. The Company incurred no material transaction costs for the acquisition of MDS Mali. Pro Forma information The following unaudited pro forma information presents the aggregate impact of the results of operations of Sanabil SA, MDS Burkina and MDS Mali on the Company revenue and net income (loss) for the years ended December 31, 2021, and 2020 as if the acquisitions had been completed on January 1, 2020, with adjustments to give effect to pro forma events that are directly attributable to the acquisitions. The unaudited pro forma information does not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of the Company and the acquisitions. Accordingly, this unaudited pro forma information is presented for illustrative purposes and are not intended to represent or be indicative of the actual impact on the results of operations of the Company that would have been achieved had the acquisitions occurred at January 1, 2020, nor are they intended to represent or be indicative of impact on future results of operations: SCHEDULE OF FUTURE RESULTS OF OPERATIONS 2021 2020 December 31, 2021 2020 (in thousands) Revenues $ 39,896 $ 33,195 Net loss $ (444 ) $ (1,542 ) Changes in non-controlling interest Acquisition of additional interest in Sanabil During 2023, the Company increased its ownership in Sanabil SA from 60% 80% |