Acquisition of Vaxa Global

9 Months Ended

Sep. 30, 2019

NOTE 8 – ACQUISITION OF VAXA GLOBAL

On July 31, 2019, the Company closed on the purchase of all the membership interests in Vaxa Global, LLC (“Vaxa”) and its two wholly-owned subsidiaries from the sole member Easby Land & Cattle, LLC (“Easby”). Greg Harrington, the managing member of Easby became the CEO of the Company and a member of the Board of Directors in September 2019. Vaxa is in the business of hemp farming, extraction and manufactured consumer CBD products. The closing occurred pursuant to a Share Exchange Agreement between the Company and Easby on February 22, 2019, as amended.

Pursuant to the Share Exchange Agreement, the Company issued a total of 30,000,000 shares of common stock to Easby at the closing for the Vaxa membership interests. There was no cash consideration paid for the acquisition. The Purchase Price for the acquisition, $13,200,000 was calculated using the closing price Two Rivers common stock on the date of closing, $0.44/share, multiplied by 30,000,000 shares.

In addition to the shares issued at closing, the Company may be required to issue additional shares of common stock pursuant to an earn-out covenant in the share exchange agreement. The number of earn-out shares will equal the lesser of:

	i.)	the quotient of 10 times the consolidated earnings before income taxes, depreciation and amortization, or EBITDA, of Vaxa for the twelve months ending June 30, 2020, divided by $1.00; and

	ii.)	20,000,000.

It is expected that the earn-out shares, if any, would be issued by August 2020. There was no valuation applied to the earnout on the acquisition date due to the historical performance of Vaxa and the Company’s expectation of the likelihood of material earnings during the window. The earnout valuation will be reviewed quarterly until its expiration in June 2020.

The acquisition date estimated fair value of the consideration transferred totaled $13,200,000, which consisted of the following:

Cash paid	$	0
Common Stock Issued		13,200,000
Total Purchase Price	$	13,200,000

Net Assets Acquired	$	511,000
Net Liabilities & Retained Earnings		(1,411,000	)
Goodwill		14,100,000
Total Purchase Price	$	13,200,000

The primary asset of Vaxa at the time of acquisition was an exclusive distribution agreement with a Canadian grower and supplier of cannabidiol-rich hemp biomass. The agreement was from its inception in December 2017 runs for a five-year term. The agreement calls for fixed payments of $700,000 for the exclusive supply rights at competitive fixed prices. Vaxa had recognized the value of the agreement as intangible asset and is amortizing the value over the 5 year period. The balance, net of amortization, on the time of acquisition was approximately $480,000.

During the preliminary purchase price allocation period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, the Company may record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in its operating results in the period in which the adjustments were determined.

Pro forma results

The following table sets forth the audited pro forma results of the Company as if the acquisition was effective on the first day of each period presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined.

	Six Months			Twelve Months
	Ending			Ending
	Jun 30, 2019			Dec 31, 2018
	(unaudited)			(unaudited)
Revenue	$	70,000		$	66,000
Net Income (Loss)	$	(1,608,000	)	$	1,820,000
Basic Net Income (Loss) per share	$	(0.02	)	$	0.03
Diluted Net Income (Loss) per share	$	(0.02	)	$	0.03
Weighted average shares – basic		79,967			65,139
Weighted average shares – diluted		79,967			67,408

TWO RIVERS WATER & FARMING Co 10-Q