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VARIABLE INTEREST ENTITIES AND ACQUISITIONS | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
VARIABLE INTEREST ENTITIES AND ACQUISITIONS | 16. VARIABLE INTEREST ENTITIES AND ACQUISITIONS 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% stake in a wheat milling business in the region of Meknes, Morocco. Pursuant to the terms of the agreement, the purchase price of the acquisition was $332, fully paid in cash. 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
|  | September 30, |
|  | 2021 |
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 | )
Accounts receivable |  |  |  |
Inventory |  |  |  |
Other current assets |  |  |  |
Property, plant and equipment |  |  | 5,413 |
Tradename |  |  | 323 |
Customer relationship |  |  | 453 |
Intangible assets |  |  |  |
Goodwill |  |  |  |
Total assets |  |  |  |
Accounts payable |  |  |  |
Other liabilities |  |  |  |
Long-term debt |  |  |  |
Total liabilities |  |  |  |
Other intangible assets |  |  |  |
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 years (see Note 8). Goodwill represents Sanabil SA’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 Sanabil SA. The carrying amount of Sanabil SA’s assets and liabilities included in the consolidated financial statements are as follows on December 31, 2022, and 2021:
|  | 2022 |  |  | 2021 |
|  | December 31, |
|  | 2022 |  |  | 2021 |
|  | (in thousands) |
Cash and cash equivalents |  | $ | 1,739 |  |  | $ | 2,670 |
Accounts receivable |  |  | 1,001 |  |  |  | 1,944 |
Inventory |  |  | 2,490 |  |  |  | 936 |
Other current assets |  |  | 6,048 |  |  |  | 3,950 |
Property, plant, and equipment |  |  | 4,411 |  |  |  | 5,233 |
Intangible assets |  |  | 652 |  |  |  | 777 |
Goodwill |  |  | 573 |  |  |  | 636 |
Total assets |  | $ | 16,914 |  |  | $ | 16,146 |
Accounts payable |  | $ | 4,170 |  |  | $ | 3,896 |
Other liabilities |  |  | 5,674 |  |  |  | 6,807 |
Long-term debt |  |  | 1,060 |  |  |  | 1,061 |
Total liabilities |  | $ | 10,904 |  |  | $ | 11,764 |
The operating results of Sanabil SA included in the consolidated financial statements are as follows: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION
|  | 2022 |  |  | 2021 |
|  | December 31, |
|  | 2022 |  |  | 2021 |
|  | (in thousands) |
Revenues |  | $ | 22,765 |  |  | $ | 4,840 |
Net income |  | $ | 426 |  |  | $ | 179 |
Pro Forma information The following unaudited pro forma information presents the impact of the results of operations of Sanabil SA on the Company revenue and net income for the year ended December 31, 2021, and 2020 as if the Sanabil SA acquisition had been completed on January 1, 2020, with adjustments to give effect to pro forma events that are directly attributable to the Sanabil SA acquisition. 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 Sanabil SA. 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 Sanabil SA acquisition 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 |  | $ | 20,028 |  |  | $ | 21,915 |
Net loss |  | $ | (458 | ) |  | $ | (522 | )
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% stake in a wheat milling business in Burkina. 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 fully paid in cash as of December 31, 2022. The amount invested will be used first to recapitalize the company and finance working capital. 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% of MDS Burkina’s net profits, if any. 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. The carrying amount of MDS Burkina’s assets and liabilities included in the consolidated financial statements are as follows on December 31, 2022, and 2021:
|  | 2022 |  |  | 2021 |
|  | December 31, |
|  | 2022 |  |  | 2021 |
|  | (in thousands) |
Cash |  | $ | 192 |  |  | $ | 170 |
Accounts receivable |  |  | - |  |  |  | 189 |
Inventory |  |  | 163 |  |  |  | 1,038 |
Other current assets |  |  | 51 |  |  |  | 2,126 |
Property, plant, and equipment |  |  | 8,793 |  |  |  | 9,449 |
Goodwill |  |  | 1,642 |  |  |  | 1,744 |
Total assets |  | $ | 10,841 |  |  | $ | 14,716 |
Accounts payable |  | $ | 172 |  |  | $ | 476 |
Other current liabilities |  |  | 3,190 |  |  |  | 507 |
Long-term debt |  |  | 1,714 |  |  |  | 6,621 |
Total liabilities |  | $ | 5,076 |  |  | $ | 7,604 |
The operating results of MDA Burkina included in the consolidated financial statements are as follows: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION
|  | 2022 |  |  | 2021 |
|  | December 31, |
|  | 2022 |  |  | 2021 |
|  | (in thousands) |
Revenues |  | $ | 2,678 |  |  | $ | - |
Net loss |  | $ | (906 | ) |  | $ | (398 | )
Pro Forma information The following unaudited pro forma information presents the impact of the results of operations of MDS Burkina on the Company revenue and net income for the year ended December 31, 2021, and 2020 as if the MDS Burkina acquisition had been completed on January 1, 2020, with adjustments to give effect to pro forma events that are directly attributable to the MDS Burkina acquisition. 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 MDS Burkina. 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 MDS Burkina acquisition 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 |  | $ | 520 |  |  | $ | 272 |
Net loss |  | $ | (817 | ) |  | $ | (1,001 | )
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% stake in a wheat milling business in Mali. 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 fully paid in cash as of December 31, 2022. The amount invested will be used first to recapitalize the company and finance working capital. 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. 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 years (see Note 8). 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. The carrying amount of MDS Mali’s assets and liabilities included in the consolidated financial statements are as follows on December 31, 2022, and 2021:
|  | 2022 |  |  | 2021 |
|  | December 31, |
|  | 2022 |  |  | 2021 |
|  | (in thousands) |
Cash |  | $ | 556 |  |  | $ | 1,011 |
Accounts receivable |  |  | 598 |  |  |  | 1,790 |
Inventory |  |  | 1,306 |  |  |  | 3,132 |
Other current assets |  |  | 3 |  |  |  | 7,571 |
Property, plant, and equipment |  |  | 6,732 |  |  |  | 7,320 |
Intangible assets |  |  | 2,072 |  |  |  | 2,287 |
Goodwill |  |  | 2,749 |  |  |  | 2,919 |
Total assets |  | $ | 14,016 |  |  | $ | 26,030 |
Accounts payable |  | $ | 358 |  |  | $ | 4,493 |
Other current liabilities |  |  | 1,456 |  |  |  | 1,017 |
Long-term debt |  |  | 3,531 |  |  |  | 7,121 |
Total liabilities |  | $ | 5,345 |  |  | $ | 12,631 |
The operating results of MDA Mali included in the consolidated financial statements are as follows: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION
|  | 2022 |  |  | 2021 |
|  | December 31, |
|  | 2022 |  |  | 2021 |
|  | (in thousands) |
Revenues |  | $ | 24,061 |  |  | $ | 15,353 |
Net income |  | $ | 271 |  |  | $ | 656 |
Pro Forma information The following unaudited pro forma information presents the impact of the results of operations of MDS Mali on the Company revenue and net income for the year ended December 31, 2021, and 2020 as if the MDS Mali acquisition had been completed on January 1, 2020, with adjustments to give effect to pro forma events that are directly attributable to the MDS Mali acquisition. 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 MDS Mali. 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 MDS Mali acquisition 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 |  | $ | 19,348 |  |  | $ | 11,008 |
Net income (loss) |  | $ | 831 |  |  | $ | (19 | )
Trigola Effective on November 5, 2020, pursuant to an investment and shareholders agreement dated November 5, 2020, the Company entered into an agreement with Trigola, an entity incorporated in the Republic of Angola and owned by the Parent for a majority for a share in Trigola’s equity of 75%. Pursuant to the terms of the agreement, the Company will provide financial investments for the construction, commissioning and operation of a new industrial facility for the processing of wheat and the production of wheat flour, management services and other services on an exclusive basis in relation to Trigola’s business. The Company agrees to fund Trigola for operational cash flow needs and bear the risk of Trigola’s losses from operations and Trigola agreed that the Company has rights to 75% of Trigola’s net profits, if any. The carrying amount of the Trigola’s assets and liabilities included in the consolidated financial statements are as on December 31, 2022, and 2021: SCHEDULE OF BUSINESS COMBINATION ASSETS AND LIABILITIES
|  | 2022 |  |  | 2021 |
|  | December 31, |
|  | 2022 |  |  | 2021 |
|  | (in thousands) |
Cash |  | $ | 1,943 |  |  | $ | 98 |
Other current assets |  |  | 162 |  |  |  | 400 |
Property, plant, and equipment |  |  | 5,391 |  |  |  | 4,124 |
Total assets |  | $ | 7,496 |  |  | $ | 4,622 |
Accounts payable |  | $ | 7,496 |  |  | $ | 4,122 |
Other current liabilities |  |  | 28 |  |  |  | 161 |
Total liabilities |  | $ | 7,524 |  |  | $ | 4,283 |
The operating results of Trigola included in the consolidated financial statements are as follows for the year ended December 31, 2022, and 2021: SCHEDULE OF OPERATING REVENUE FROM ACQUISITION
|  | 2022 |  |  | 2021 |
|  | December 31, |
|  | 2022 |  |  | 2021 |
|  | (in thousands) |
Revenues |  | $ | - |  |  | $ | 953 |
Net loss |  | $ | (378 | ) |  | $ | (47 | )
On September 30, 2021, the Company acquired 37.10% of the capital stock of GMT Niger headquartered in Niger, which is a non-operational wheat milling facility. The Company has accounted for this investment as an equity method investment. GMT Niger was non-operational for the year ended December 31, 2022, and 2021, as such, no gain or loss representing the Company’s portion of ownership was recorded.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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