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ACQUISITIONS
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS

NOTE 8. ACQUISITIONS

 

The Company applies the provisions of ASC Topic 805, Business Combinations and Topic 820, Fair Value Measurement in the accounting for acquisitions of businesses.

 

GreenAcres Market

 

On July 18, 2024, the Company through its wholly owned subsidiary, Healthy Choice Markets VI, LLC, entered into an Asset Purchase Agreement with (i) GreenAcres Markets of Oklahoma, LLC, an Oklahoma limited liability company, (ii) GACorp, Inc., a Kansas corporation; and (iii) the group of equity holders owning the majority interests of the Sellers. Pursuant to the Purchase Agreement, the Company acquired certain assets and assumed certain liabilities related to five GreenAcres Market’s grocery stores in Kansas and Oklahoma. The Company continued to operate the grocery stores under their existing name.

 

The cash purchase price under the Asset Purchase Agreement was $5,475,000, and a promissory note provided to the seller of $1,825,000. In addition, the Company entered into five new lease agreements with the landlords of the grocery stores.

 

 

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

 

   July 18, 2024 
Purchase Consideration     
Cash consideration paid  $5,475,000 
Promissory note   1,568,000 
Total Purchase Consideration  $7,043,000 
      
Purchase price allocation     
Inventory  $2,400,000 
Property, plant, and equipment   127,000 
Intangible assets   2,304,000 
Goodwill   2,212,000 
Net assets acquired  $7,043,000 
      
Finite-lived intangible assets     
Trade Names (13 years)  $1,584,000 
Non-Compete Agreement (5 years)   720,000 
Total intangible assets  $2,304,000 

 

Revenue and Earnings

 

The following unaudited pro forma summary presents consolidated information of the Company, including GreenAcres Market, as if the business combination had occurred on January 1, 2024, the earliest period presented herein:

 

   2025   2024   2025   2024 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2025   2024   2025   2024 
Sales  $20,199,979   $19,317,505   $40,459,585   $39,160,300 
Net loss  $(339,359)  $(715,090)  $(1,051,769)  $(1,439,264)

 

The pro forma financial information includes adjustments that are directly attributable to the business combinations and are factually supportable. The pro forma adjustments include incremental amortization of intangible, fixed assets depreciation and lease amortization. The proforma data gives effects to actual operating results prior to the acquisition. These proforma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisitions occurred as of the beginning of each period presented or that may be obtained in future periods.