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ACQUISITION-EUROPEAN OPERATIONS | 12 Months Ended
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Dec. 31, 2019
Acquisition european Operations [Abstract] |
ACQUISITION-EUROPEAN OPERATIONS |
10. | ACQUISITION-EUROPEAN OPERATIONS
The Company acquired 100% of Func Food Group, Oyj ("Func Food) on October 25, 2019 ("the Acquisition"). The Acquisition was structured as a purchase of all of Func Food's equity shares and a restructuring of Func Food's pre-existing debt. Total consideration was $27,060,701, which consisted of approximately $14,188,000 in cash, $8,357,000 of newly issued bonds (see Note 14) and $4,516,000 related to the settlement of a pre-existing debt. In addition to the aforementioned bond issuance, the Company financed the acquisition by issuing new common shares. Func Food is a marketer and distributor of nutritional supplements, health food products and beverages, that support sport activities and healthy living and lifestyles in Finland, Sweden, and Norway. Func Food has been the Nordic distributor of Celsius products since 2015 and, as a result of the acquisition, the Company expects to further increase its Nordic market share by leveraging collaborations, revamping its marketing strategy and focusing on core products. It also expects to reduce costs through economies of scale. The Company recorded the acquisition in accordance with ASC-805, pertaining to business combinations. The following table summarizes the consideration paid for Func Food and the amounts of the assets acquired at fair market value and liabilities assumed recognized at the Acquisition date.
Acquisition consideration |  |  |
Cash |  | $ | 14,188,056 |
Bonds payable |  |  | 8,356,958 |
Settlement of pre-existing debt |  |  | 4,515,687 |
Total consideration transferred |  |  | 27,060,701 |
Assets acquired and liabilities assumed |  |  |  |
Accounts receivable |  | $ | 1,300,468 |
Inventories |  |  | 2,161,067 |
Prepaid expenses and other current assets |  |  | 331,774 |
Property and equipment |  |  | 616 |
Right of use asset |  |  | 806,572 |
Other long-term assets |  |  | 101,413 |
Intangible assets-Customer relationships |  |  | 14,050,000 |
Intangible assets-Brands |  |  | 3,123,000 |
Accounts payable and accrued expenses |  |  | (3,489,080 | )
Lease liability Obligations |  |  | (817,041 | )
Other current liabilities |  |  | (532,088 | )
Total identifiable net assets |  | $ | 17,036,701 |
Goodwill |  | $ | 10,024,000 |
The following pro-forma consolidated results of operations have been presented as if the acquisition occurred on January 1, 2018
|  | For the years |
|  | ended December 31, |
Supplemental Pro forma: |  | 2019 |  |  | 2018 |
Revenues |  | $ | 96,078,631 |  |  | $ | 82,373,802 |
Earnings/(loss) |  |  | 1,714,124 |  |  |  | (34,401,626 | )
For the year ended December 31, 2019, pro forma earnings include approximately $6.7 million of historical, non-recurring charges of Func Food that are not expected to have an ongoing effect after the Acquisition. These non-recurring charges consist of $2.2 million of inventory impairment charges, $0.3 million of restructuring charges, and $4.2 million of incremental interest expense on Func Food's historical debt that was restructured as part of the Acquisition. Consequently, 2019 earnings would have amounted to $8.5 million had these non-recurring expenses not been incurred. For the year ended December 31, 2018, pro forma earnings includes approximately $15.3 million of historical, non-recurring charges of Func Food that are not expected to have an ongoing effect after the Acquisition. These non-recurring charges consist of $1.6 million of inventory impairment charges, $0.4 million of restructuring charges, $9.1 million of intangible asset and goodwill impairment, and $4.2 million of incremental interest expense on Func Food's historical debt that was restructured as part of the acquisition. The year ended December 31, 2018 would have reflected a loss of $19.1million had these non-recurring expenses not been incurred.

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