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Business Combination

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combination

Note 4. Business Combination

On June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC (“Jorgan”) and JBAH Holdings, LLC (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, at closing, which occurred on August 1, 2022, the Company acquired 100% of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”), making SFD and WCCC wholly owned subsidiaries of the Company. The purchase price for the Membership Interests was approximately $32.9 million, after post-closing adjustments, paid for by the Company with a combination of shares of the issuance of 3,009,552 of the Company’s common stock and secured three-year promissory notes made by the Company in favor of the Sellers in an aggregate amount of $28,664,284.

For the acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed:

Schedule of recognized identified assets acquired and liabilities assumed
Common stock		$	4,287,655
Note payable to seller			28,664,284
Fair value of total consideration paid		$	32,951,939
Net assets acquired and liabilities assumed
Assets acquired in business combination
Current assets		$	6,573,359
Finance lease right-of-use assets (property, plant and equipment)			3,579,544
Property, plant and equipment, net			705,110
Other assets			546,834
Contract-based intangible assets			16,788,758
Total assets acquired		$	28,193,605
Liabilities assumed in business combination
Current liabilities		$	(7,489,639	)
Long term liabilities			(2,736,795	)
Total liabilities acquired		$	(10,226,434	)
Total net assets acquired		$	17,967,171
Goodwill		$	14,984,768

The value of goodwill represents SFD and WCCC’s ability to generate profitable operations going forward. Management engaged a valuation expert who performed a valuation study to calculate the fair value of the acquired assets and goodwill. Based on the audited valuation study completed in 2023, we increased the fair value of goodwill and decreased value of the acquired contracts by approximately $2,306,660. As of December 31, 2023 and 2022, goodwill was $14,984,768 and $12,678,108. The acquired contracts are amortized over their 9 year, 5 month life of the contracts.

Business combination related costs were expensed as incurred and consisted of various advisory, legal, accounting, valuation and other professional fees of $174,592 for the year ended December 31, 2022. These costs are included in general and administrative expense in our consolidated statement of operations.

From the date of acquisition on August 1, 2022 through December 31, 2022, $28,058,374 of sales in aggregate is attributed to SFD and WCCC. The unaudited financial information in the table below summarizes the combined results of operations of the Company, SFD, and WCCC for the years ended December 31, 2022 and 2021, on a pro forma basis, as though the companies had been combined as of January 1, 2021. The pro forma earnings for the years ended December 31, 2022 and 2021, were adjusted to include intangible amortization expense of contracts acquired of $2,027,832, respectively. The pro forma earnings for the years ended December 31, 2022 and 2021, were adjusted to include interest expense on notes payable that were issued as consideration of $1,152,842 and $1,773,603, respectively. The $174,592 of acquisition-related expenses were excluded from the year ended December 31, 2022, and included in the year ended December 31, 2021, as if the acquisition occurred at January 1, 2021. The unaudited pro forma financial information does not purport to be indicative of the Company’s combined results of operations which would actually have been obtained had the acquisition taken place on January 1, 2021, nor should it be taken as indicative of future consolidated results of operations.

Schedule of proforma information
		(Unaudited)
		Years ended December 31,
		2022				2021
Total net sales		$	64,009,714			$	34,361,233
Loss from operations			21,659,746				7,429,978
Net loss (attributable to Vivakor, Inc.)		$	23,944,546			$	8,085,238
Basic and diluted loss per share			(1.35	)			(0.54	)
Weighted average shares outstanding- Basic and diluted			17,733,117				14,985,668

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- References

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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://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479907/805-20-50-5

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//805/tableOfContent

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