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Acquisition

3 Months Ended

Mar. 31, 2020

On May 20, 2019, ECHG, LLC (f/k/a Corrent Resources, LLC), a wholly owned subsidiary of the Company, entered into an asset purchase agreement with each of Echo Environmental, LLC and its wholly owned subsidiary ITAD USA, LLC (collectively, “Sellers”), pursuant to which the Sellers agreed to sell all of their assets, rights and interests of Echo Environmental, LLC and ITAD USA, LLC the (the “Acquired Assets”) for $6,925,979 (the “Echo Transaction”). The Sellers were wholly owned subsidiaries of Elemetal, LLC (“Elemetal”). John R. Loftus is the Company’s CEO, President and Chairman and owned approximately one-third of the equity interests of Elemetal prior to the Echo Transaction. The Company also paid a closing fee of $85,756 that was not part of the purchase price allocation. The fee is included in selling, general and administrative expenses.

On the same day, Mr. Loftus became the largest beneficial owner of the Company’s stock by purchasing all of the Company’s stock beneficially owned by Elemetal. As part of the transaction of acquiring the stock from Elemetal, Mr. Loftus no longer owns an equity interest in Elemetal. As an interested party, Mr. Loftus was familiar with Sellers’ operations.

In connection with the Echo Transaction, on May 20, 2019, ECHG, LLC executed and delivered to Mr. Loftus, a promissory note to which ECHG, LLC borrowed from Mr. Loftus $6,925,979, the proceeds of which were used to purchase the Acquired Assets.

As part of the Echo Transaction, goodwill was realized of $1,367,109, which is the purchase price less the fair value of the net assets purchased, as shown in the purchase price allocation in the following table. Goodwill is not amortized but evaluated for impairment on an annual basis during the fourth quarter of our fiscal year or earlier if events or circumstances indicate the carrying value may be impaired. The Company’s goodwill is related to ECHG only and not the whole Company. For federal income tax purposes, goodwill is amortized and deductible over fifteen years.

The purchase price was allocated to the fair value of assets and liabilities acquired as follows:

Description	Amount

Assets
Cash	$	1,049,462
Account receivables		1,025,615
Inventories		1,209,203
Prepaids		88,367
Fixed assets		191,208
Right-of-use assets		2,350,781
Intangible Assets		3,356,000
Other assets		88,998

Liabilities
Account payables		(723,043	)
Accrued liabilities		(721,483	)
Operating lease liabilities		(2,350,781	)
Other long-term liabilities		(5,457	)

Net assets		5,558,870

Goodwill		1,367,109

Total Purchase Price	$	6,925,979

The following pro forma combines the results of ECHG and the Company’s results of operations for the three months ended March 31, 2020 and 2019 as if they were combined the whole quarter:

	Combined		Pro forma Combined
	For the Three Months Ended		For the Three Months Ended
	March 31, 2020		March 31, 2019
		(unaudited)		(unaudited)

Revenue	$	25,829,143	$	19,302,869

Income (loss) from continuing operations	$	1,174,149	$	(1,694,654	)

Net income (loss)	$	1,174,149	$	(1,694,654	)

Basic net income (loss) per common share	$	0.04	$	(0.06	)

Diluted net income (loss) per common share	$	0.04	$	(0.06	)