Acquisition

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Acquisition

3. Acquisition

Effective October 1, 2018, the Company, through its NanoChem Solutions Inc. subsidiary, entered into an agreement to purchase 65% of EnP Investments LLC.

Total consideration paid of $5,110,560 was paid through a combination of $10,560 cash on hand, $4,100,000 in debt financing provided by Harris Bank (see Note 13b) and a $1,000,000 convertible note payable. The convertible note is due on or before September 30, 2023 with 5% interest due per year. At the option of the holder, the Note may be converted to 400,000 shares of the Company’s common stock. The Company has the option to extend the note to no later than September 30, 2028.

The following table summarizes the final purchase price allocation of the consideration paid to the respective fair values of the assets acquired and liabilities assumed in EnP Investments LLC as of the effective date. The Company finalized its estimates after it was able to determine that it had obtained all necessary information that existed as of the acquisition date related to these matters.

Cash paid	$	4,110,560
Convertible note		1,000,000
Total consideration	$	5,110,560
Assets acquired:
Accounts receivable	$	1,071,078
Note receivable		60,000
Prepaid expenses		105,473
Inventory		1,867,137
Investments		84,943
Equipment		740,000
Intangible assets (Note 9)		3,168,000
Liabilities assumed:
Accounts payable		(520,164	)
Loans payable		(292,706	)
Deferred income taxes		(989,569	)
Total identifiable net assets		5,294,192
Non-controlling interest		(2,759,917	)
Goodwill	$	2,534,275

In connection with the 65% purchase of EnP Investments LLC, the Company incurred bank appraisal fees of $7,038 which was recorded as general expenses during the year ended December 31, 2018. Goodwill of $2,534,275 is the excess of total consideration less identifiable assets at fair value less debt assumed at fair value. Goodwill is attributable to EnP Investments LLC management, assembled workforce, operating model and competitive presence in its market.

The operating results of EnP Investments LLC have been included in the consolidated financial statements beginning October 1, 2018.

Unaudited pro forma financial information

The following unaudited pro forma combined financial information presents combined results of the Company and EnP Investments as if the business combination had occurred on January 1, 2017.

	2018		2017
Net sales	$	23,152,539	$	23,119,226
Gross profit		8,428,317		12,466,963
Net income	$	4,470,245	$	3,253,679

The pro forma financial information is not intended to represent or be indicative of the actual results of operations of the combined entity that would have been reported had the business combination been completed on January 1, 2016, nor is it representative of future operating results of the Company.