GOODWILL

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

NOTE 6 – GOODWILL

The Company has two reporting units, Trucking and Digester. As of March 31, 2024, and December 31, 2023, the goodwill for both reporting units was $6,516,915. Due to the Titan Merger and the resulting recognition of goodwill from the reverse acquisition, the Company recognized goodwill of $26,880,916 for the Digester reporting unit on the Titan Merger acquisition date.

During the year ended December 31, 2023, and as a result of the financial performance of the Digester Segment, the Company concluded it was more likely than not that the fair value of the reporting unit was less than it’s carrying amount. Therefore, the Company performed an impairment assessment of the goodwill. The fair value of the Digester reporting unit was estimated using an income approach and included assumptions related to estimates of future revenue and operating expenses, long-term growth rates, a technology obsolescence rate, and a discount rate. The quantitative impairment test indicated a fair value of the reporting unit that was lower than its carrying value, and as a result, the goodwill was impaired with an impairment expense of $20,364,001 during the year ended December 31, 2023.

The changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2023 and 2024 was as follows: 

	Trucking		Digester
Gross goodwill:
Balance as of January 1, 2023	$	-	$	-
Goodwill recognized		-		-
Balance as of March 31, 2023		-		-
Accumulated impairment		-		-
Balance as of January 1, 2023		-		-
Impairment		-		-
Balance as of March 31, 2023		-		-
Net carrying value, as of March 31, 2023		-
Gross goodwill:
Balance as of January 1, 2024		-		26,880,916
Goodwill recognized		-		-
Balance as of March 31, 2024		-		26,880,916
Accumulated impairment:
Balance as of January 1, 2024		-		(20,364,001	)
Impairment		-		-
Balance as of March 31, 2024		-		(20,364,001	)
Net carrying value, as of March 31, 2024	$	-	$	6,516,915