ACQUISITION OF MOTHER EARTH'S STOREHOUSE, INC.

6 Months Ended

Jun. 30, 2022

ACQUISITION OF MOTHER EARTH'S STOREHOUSE, INC. [Abstract]

ACQUISITION OF MOTHER EARTH'S STOREHOUSE, INC.

Note 7. ACQUISITION OF MOTHER EARTH’S STOREHOUSE, INC.

On February 9, 2022, the Company through its wholly owned subsidiary, Healthy Choice Markets 3, LLC, entered into an Asset Purchase Agreement with Mother Earth’s Storehouse Inc. (“HCM3”) and its shareholders. Pursuant to the Purchase Agreement, HCM3 acquired certain assets and assumed certain liabilities related to Mother Earth’s grocery stores in Kingston and Saugerties, New York. The Company intends to continue to operate the grocery stores under their existing name. The cash purchase price under the Asset Purchase Agreement was $4,472,500, with an additional $677,500 paid for inventory at closing. In addition, the Company assumed a lease obligation for the Kingston, NY store and entered into an employment agreement with the store manager.

The purchase method of accounting in accordance with ASC 805, Business Combinations, was applied for the Mother Earth's Storehouse acquisition.  This requires the total cost of an acquisition to be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition with the excess cost accounted for as goodwill. Goodwill arising from the acquisition is attributable to expected operational synergies from combining the operations of the acquired business with those of the Company. Goodwill is not expected to be deductible for income tax purposes in the tax jurisdiction of the acquired business.

The following table summarizes the approximate purchase price allocation based on estimated fair values of the net assets acquired at the acquisition date:

Purchase Consideration
Cash Consideration paid	$	5,150,000
Purchase price allocation
Inventory		805,000
Property and equipment		1,278,000
Intangible assets		1,609,000
Right of use asset - operating lease		1,797,667
Other liabilities		(283,000)
Operating lease liability		(1,797,667)
Goodwill		1,741,000
Net assets acquired	$	5,150,000
Finite-lived intangible assets
Trade Names/Trademarks	$	513,000
Customer Relationships		683,000
Non-Compete Agreement		413,000
Total intangible assets	$	1,609,000