Bloomia Acquisition |
12 Months Ended | |||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||
| Bloomia Acquisition | ||||||||||||||||||||||||||
| Bloomia Acquisition | 4. Bloomia Acquisition. On February 22, 2024, the Company completed the acquisition of a majority interest in Fresh Tulips USA LLC and Bloomia B.V. and its subsidiaries (the “Acquisition”). The Acquisition was completed by the Company through its wholly owned subsidiaries, Tulp 24.1 and Tulipa Acquisitie Holding B.V. (“Tulipa”), pursuant to an Agreement for the Sale and Purchase of Shares by and among Tulp 24.1, Tulipa, Botman Bloembollen B.V. (“Botman”) , W.F. Jansen (“Jansen”), and H.J. Strengers (“Strengers”), and the Company, as the guarantor. Jansen has continued to serve as chief executive officer of Bloomia following the Acquisition. As a result of the Acquisition, Tulp 24.1 became the holder of 100% of the ownership interests of Bloomia. The Acquisition has been accounted for in accordance with ASC Topic 805, “Business Combinations,” using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price was allocated to the net identifiable tangible and intangible assets of Bloomia acquired, based on their fair values at the date of the acquisition. The Acquisition was funded through a combination of debt and cash on hand. The total consideration transferred for the Acquisition was $53,360,000. Consideration comprised of $34,919,000 of cash paid, $15,451,000 of seller bridge loans in lieu of cash, and $2,990,000 of equity issued of Tulp 24.1, which is reflected as noncontrolling interest within these consolidated financial statements. Following the noncontrolling equity issued, the Company owns 81.4% of Tulp 24.1 and the CEO of Bloomia owns the remaining 18.6%. Revenue, net, and net (loss) income before taxes for Bloomia since the date of Acquisition included in the consolidated statements of operations were $48,130,000 of revenue and $11,606,000 of net loss for year ended June 30, 2026, $35,622,000 of revenue and $2,425,000 of net income for the six months ended June 30, 2025, and $37,773,000 of revenue and $5,022,000 of loss for the year ended December 31, 2024. Unaudited pro forma information has been prepared as if the Acquisition had taken place on January 1, 2024. The unaudited pro forma information is not necessarily indicative of the results that the Company would have achieved had the transaction actually taken place on January 1, 2024, and the unaudited pro forma information does not purport to be indicative of future financial operating results. The unaudited pro forma consolidated financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the Acquisition. Unaudited pro forma information for the year ended December 31, 2024, excluding the impact of debt and intangible asset amortization, is as follows:
The Company incurred approximately $-0-, $24,000, and $1,542,000 of Acquisition-related costs that were expensed during the year ended June 30, 2026, the six months ended June 30, 2025, and the year ended December 31, 2024, respectively. These costs are included in sales, general and administrative expenses in the consolidated statements of operations. |
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