XML 29 R17.htm IDEA: XBRL DOCUMENT v3.26.1
ACQUISITIONS
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS

NOTE 8. ACQUISITIONS

 

The purchase method of accounting in accordance with ASC 805 was applied for the Ellwood Thompson’s acquisition and GreenAcres Market acquisition, respectively. This requires the total cost of an acquisition to be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition with the excess cost accounted for as goodwill. Goodwill arising from the acquisition is attributable to expected operational synergies from combining the operations of the acquired business with those of the Company. Acquisition costs are expensed as incurred and recorded in selling, general and administrative expenses in the consolidated statements of operations.

 

 

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 combinations had occurred on January 1, 2024, the earliest period presented herein:

 

   2025   2024 
   December 31, 
   2025   2024 
Sales  $78,205,678   $77,762,430 
Net loss   (3,935,802)   (4,791,021)

 

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.