GOODWILL (Tables)
|
6 Months Ended |
Jun. 30, 2026 |
|---|
| Restructuring Cost and Reserve [Line Items] |
|
| SCHEDULE OF GOODWILL |
SCHEDULE
OF GOODWILL
| | |
June 30, 2026 | | |
December 31, 2025 | |
| Boat Center, Inc (1) | |
$ | 570,000 | | |
$ | 570,000 | |
| Apex Marine (2) | |
| 4,080,429 | | |
| - | |
| Bellhart (3) | |
| 849,366 | | |
| - | |
| Total | |
$ | 5,499,795 | | |
$ | 570,000 | |
| (1) | On
July 22, 2022, the Company acquired 100% of the outstanding shares of Boat Center, Inc. for
total consideration of approximately $0.6 million. The excess of the purchase price over
the fair value of the net assets acquired was recorded as goodwill. The Company did not recognize
any separately identifiable intangible assets as the amounts were not material. |
| (2) | On
May 1, 2026, the Company completed the acquisition of 100%
of the equity interests of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC (collectively, “Apex
Marine”), a premier South Florida marine service, storage, and sales organization with four operating facilities. The total
consideration transferred was approximately $6,149,350,
consisting of (i) $1,200,000
in cash, (ii) 679,008
shares of the Company’s common stock valued at $1,833,333,
(iii) two promissory notes with aggregate principal amounts of approximately $2,966,667,
and (iv) reimbursement of a deposit of $149,350. |
| (3) | On
May 22, 2026, the Company completed the acquisition of 100% of the equity interests of Bellhart
Marine Group, LLC, along with its affiliated entities Bellhart Marine Services, LLC, Specialized
Mechanical Services, LLC, and Specialized Mechanical Services, Inc. (collectively, “Bellhart”),
a marine service, refit, and mechanical services platform. The aggregate purchase price was
$750,000 in cash plus the assumption of specified seller liabilities of $170,000, for total
consideration transferred of $920,000. |
| (3) | On
May 22, 2026, the Company completed the acquisition of 100%
of the equity interests of Bellhart Marine Group, LLC, along with its affiliated entities Bellhart Marine Services, LLC, Specialized
Mechanical Services, LLC, and Specialized Mechanical Services, Inc. (collectively, “Bellhart”), a marine service, refit,
and mechanical services platform. The aggregate purchase price was $750,000
in cash plus the assumption of specified seller liabilities
of $170,000,
for total consideration transferred of $920,000. |
|
| SCHEDULE OF SUPPLEMENTAL UNAUDITED PRO FORMA RESULTS OF OPERATIONS |
SCHEDULE
OF SUPPLEMENTAL UNAUDITED PRO FORMA RESULTS OF OPERATIONS
| | |
For
the Six Months Ended
June 30, 2026 | |
|
For the Six Months Ended
June 30, 2025 |
|
| | |
(Unaudited) | |
|
(Unaudited) |
|
| Revenues | |
$ | 100,899,861 | |
|
$ |
79,981,400 |
|
| (Loss) income from operations | |
| (4,916,497 | ) |
|
|
1,631,898 |
|
| Net (loss) income attributed to NextBoat Inc. | |
| (7,242,296 | ) |
|
|
198,451 |
|
| Basic and diluted weighted average common shares outstanding | |
| 25,073,624 | |
|
|
20,679,008 |
|
| Pro forma basic and diluted net (loss) income per common share | |
$ | (0.29 | ) |
|
$ |
0.01 |
|
|
| Apex Marine [Member] |
|
| Restructuring Cost and Reserve [Line Items] |
|
| SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION AND FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
The
following table sets forth the preliminary allocation of the Consideration.
SCHEDULE
OF PRELIMINARY ALLOCATION OF CONSIDERATION AND FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| Consideration | |
| |
| Cash paid | |
| 1,200,000 | |
| Common stock issued (679,008 shares × $2.70/share) | |
| 1,833,333 | |
| Note 1 | |
| 2,466,667 | |
| Note 2 | |
| 500,000 | |
| Note | |
| 500,000 | |
| Reimbursement of Deposit | |
| 149,350 | |
| Assumed liability | |
| - | |
| TOTAL CONSIDERATION TRANSFERRED | |
| 6,149,350 | |
| FAIR VALUE OF ASSETS ACQUIRED | |
As of May 1, 2026 | |
| Cash and cash equivalents | |
$ | 60,338 | |
| Inventory | |
| 15,214,097 | |
| Prepaid expenses | |
| 165,770 | |
| Other non-current assets | |
| 43,126 | |
| Right-of-use assets | |
| 1,645,164 | |
| Property, plant & equipment, net | |
| 262,708 | |
| Amount attributable to assets acquired | |
| 17,391,203 | |
| | |
| | |
| FAIR VALUE OF LIABILITIES ASSUMED | |
| | |
| Accounts payable | |
| | |
| Accrued liabilities | |
| 395,645 | |
| Customer deposits | |
| 331,583 | |
| Lease liabilities | |
| 1,754,409 | |
| Floor plan notes payable | |
| 12,792,593 | |
| Debt | |
| 48,052 | |
| | |
| | |
| Amount attributable to liabilities assumed | |
| 15,322,282 | |
| | |
| | |
| Net identifiable assets acquired | |
| 2,068,921 | |
| | |
| | |
| GOODWILL | |
| | |
| Total consideration transferred | |
| 6,149,350 | |
| Less: net identifiable assets acquired | |
| (2,068,921 | ) |
| Goodwill recognized | |
$ | 4,080,429 | |
|
| Bellhart [Member] |
|
| Restructuring Cost and Reserve [Line Items] |
|
| SCHEDULE OF PRELIMINARY ALLOCATION OF CONSIDERATION AND FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
The
following table sets forth the preliminary allocation of the Consideration.
SCHEDULE
OF PRELIMINARY ALLOCATION OF CONSIDERATION AND FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| | |
| | |
| Cash | |
| 750,000 | |
| Assumed liability | |
| 170,000 | |
| TOTAL CONSIDERATION TRANSFERRED | |
| 920,000 | |
| | |
| | |
| FAIR VALUE OF ASSETS ACQUIRED | |
| | |
| Cash and cash equivalents | |
| 294,962 | |
| Inventory | |
| 1,193,777 | |
| Property, plant and equipment, net | |
| 213,073 | |
| Right-of-use assets | |
| 662,496 | |
| Amount attributable to assets acquired | |
| 2,364,308 | |
| | |
| | |
| FAIR VALUE OF LIABILITIES ASSUMED | |
| | |
| Accounts payable | |
| 1,296,293 | |
| Long-term debt | |
| 303,385 | |
| Lease liabilities | |
| 693,996 | |
| Amount attributable to assume liabilities | |
| 2,293,674 | |
| | |
| | |
| Net identifiable assets acquired | |
| 70,634 | |
| | |
| | |
| GOODWILL | |
| | |
| Total consideration transferred | |
| 920,000 | |
| Less: net identifiable assets acquired | |
| (70,634 | ) |
| Goodwill recognized | |
| 849,366 | |
|