CHANGES IN BUSINESS

12 Months Ended

Dec. 31, 2024

CHANGES IN BUSINESS

CHANGES IN BUSINESS

NOTE 4 — CHANGES IN BUSINESS

The Scottsdale Transaction qualified as a business combination for accounting purposes, which involves the application of the acquisition method described in ASC 805, Business Combinations. The asset purchase agreement was entered into by a wholly-owned subsidiary of the Company. The purchase price was $150 thousand. The total purchase consideration transferred for the Scottsdale Transaction was $100 thousand in cash and a $50 thousand note payable obligation.

See Note 14 – Debt for further details.

The primary purpose of the Scottsdale Transaction was to broaden customer offerings with a complimentary brand and provide another outlet for the reuse of ethically sourced precious metals and gemstones in the manufacturing of new products.

The results of operations relating to the Scottsdale Transaction have been reflected in the Company’s consolidated financial statements from the initial date of acquisition. The Scottsdale Transaction was not material to the Company’s consolidated financial statements, and therefore, pro forma operating results and other disclosures for the Scottsdale Transaction are not presented except as referenced below.

As part of the Scottsdale Transaction, on September 12, 2023 the consumer segment recorded goodwill of $300 thousand as part of the initial purchase price allocation. During the year ended December 31, 2024, with the finalization of the terms of the Scottsdale Transaction, the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in a $300 thousand decrease to goodwill, a $150 thousand decrease due to the amendment of the purchase price, and a $150 thousand decrease due to the recognition of the assets acquired as part of the acquisition.

See Note 6 – Goodwill for further details.

In accordance with ASC 805, Business Combinations, the table presented below represents the final allocation of purchase price consideration.

The following table summarizes the fair values that were allocated to the Scottsdale Transaction:

	Fair Value
Property and equipment, net	$	122,500
Intangible assets, net		27,500
	$	150,000