Business Combination

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Business Combination

Note 7. Business Combination

Merger with Coastal Pride Seafood, LLC

On November 26, 2019, the Company completed its merger with Coastal Pride Company, Inc. Under the terms of the Agreement and Plan of Merger and Reorganization, the Company paid $3.7 million in consideration including approximately $394,600  in cash, the issuance of $2.59 million of its common stock, the issuance of $500,000 in 4% unsecured promissory note and $210,000 in 4% unsecured convertible promissory notes in exchange for all of the equity of Coastal Pride Company, Inc.. The 1,295,000 shares of the Company’s common stock issued are subject to leak out agreements whereby the shareholders are unable to sell or transfer the stock for a period of one year, and are permitted to transfer or sell up to 25% in each excessive 6 month period thereafter.

The transaction costs associated with this merger were $175,400 in investment banking fees paid via 87,700 shares of the common stock and $110,176 in legal fees paid in $49,535 in cash, and 30,321 shares of the company’s common stock. The common stock for these transaction costs were issued subsequent to December 31, 2019.

Fair Value of Consideration Transferred and Recording of Assets Acquired

The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for goodwill:

Consideration Paid:
Cash and cash equivalents	$	394,622
Common stock, 1,295,000 shares of BSFC common stock		2,590,000
4% Unsecured promissory note		500,000
4% Unsecured, Convertible promissory note payable to seller		210,000
Fair value of total consideration	$	3,694,622
Recognized amount of identifiable assets acquired and liabilities assumed:
Financial assets:
Cash and cash equivalents	$	133,956
Accounts receivables		1,141,658
Inventory		1,562,973
Inventory Step Up		105,000
Prepaid and other assets		134,254
Right of Use Assets		100,640
Property and equipment		9,713
Identifiable intangible assets:
Trademarks		850,000
Customer Relationships		1,250,000
Non-Compete Agreements		40,000
Financial liabilities:
Accounts payable and accrued liabilities		(816,435	)
Right of Use Liability		(100,640	)
Working Capital Line of Credit		(1,161,892	)
Total identifiable net assets		3,249,227
Goodwill		445,395
Total net value of assets assumed	$	3,694,622

In determining the fair value of the common stock issued, the Company considered the value of the stock as estimated by the company at the time of closing. Given that the stock was not trading at the time of closing, the Company utilized its most sale of common stock from November, 2018 to November, 2019 of approximately $1,000,000 in the aggregate with a valuation of $2.00 shares of common stock.

Inventory was assessed at the time of closing as to its fair value, and it was determined that a step-up analysis was necessary in order to evaluate the fair value of the inventory at the time of closing. The step up represents the net profit that would be attained when the inventory is sold. The key assumptions used in this analysis is a gross margin of 11.6% and selling costs of 4.4%, The analysis resulted in a necessary step up of $105,000 at the time of closing.

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the acquisition is attributable to the value of the potential expanded market opportunity with new customers. The goodwill is not expected to be deductible for tax purposes.

Pro Forma Information

The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2018. For all of the business acquisitions depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs.

	For the Years Ended December 31
	2019			2018
Revenue	$	33,057,338		$	43,617,933
Net Loss	$	(5,048,290	)	$	(2,518,653	)
Basic and Diluted Loss per Share	$	(0.31	)	$	(0.17	)
Basic and Diluted Weighted Average Common Shares Outstanding		16,201,766			15,147,384

The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses. The pro forma amounts above for basic and diluted weighted average shares outstanding have been adjusted to include the stock issued in connection with the acquisition of Coastal.