BUSINESS ACQUISITION | NOTE 2. BUSINESS ACQUISITION On September 2, 2021, we completed the acquisition of substantially all of the assets of TREES Englewood, representing a portion of the overall Trees transaction (“Trees Transaction”) previously disclosed pursuant to that certain First Amended and Restated Agreement and Plan of Reorganization and Liquidation dated May 28, 2021, by and among the Company, seller and certain other sellers party thereto, that consists of the assets relating to the Trees dispensary located in Englewood, Colorado (“Englewood Closing”). We paid $1,155,256 in cash in connection with the Englewood Closing and stock consideration of 22,380,310 shares of our Common Stock. The closing price of our common stock on September 2, 2021, the date of license transfer, was $0.47 per share, as such, fair value of consideration is $10,518,746 . Further, cash equal to $1,732,884 will be paid to the seller in equal monthly installments over a period of 24 months from the Englewood Closing. As of September 30, 2022, we have completed the allocation of the purchase price. Based on the completed purchase price, there was an adjustment from the tradename to goodwill in the amount of $3,601,000 . As of September 30, 2022, the unaudited condensed consolidated balance sheet includes an allocation of cash, fixed assets, inventory, intangible assets and goodwill. The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired: Cash $ 32,941 Fixed assets 59,335 Inventory 586,495 Tradename 1,399,000 Goodwill 11,216,913 $ 13,294,684 The accompanying unaudited condensed consolidated financial statements include the results of Trees Englewood from the date of acquisition for financial reporting purposes, September 2, 2021. The pro-forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2020, are as follows: Three months ended Nine months ended September 30, September 30, 2021 2021 Total revenues $ 2,766,183 $ 8,847,507 Net income (loss) attributable to common stockholders $ 254,862 $ 749,341 Net income (loss) per common share $ 0.00 $ 0.01 Weighted average number of basic and diluted common shares outstanding 84,691,204 84,384,904 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2020, or to project potential operating results as of any future date or for any future periods. On December 30, 2021, we completed the acquisition of substantially all the assets of Trees Portland, LLC and Trees Waterfront, LLC, representing a portion of the overall Trees Transaction, which consists of the assets relating to certain Trees dispensaries located in Portland, Oregon ("Oregon Closing”). We paid cash in the amount of $331,581 in connection with the Oregon Closing and stock consideration of 6,423,575 shares of our Common Stock. The closing price of our common stock on December 30, 2021, the date of license transfer, was $0.23 per share, as such, fair value of consideration is $1,477,422 . Further, cash equal to $497,371 will be paid to the sellers in equal monthly installments over a period of 24 months from the Oregon Closing. As of September 30, 2022, we have completed the allocation of the purchase price. Based on the purchase price, there was an adjustment from the tradename to goodwill in the amount of $341,000 . As of September 30, 2022, the condensed consolidated balance sheet includes an allocation of cash, fixed assets, inventory, intangible assets and goodwill. The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired: Cash $ 14,568 Fixed assets 56,015 Inventory 202,046 Tradename 509,000 Goodwill 1,524,744 $ 2,306,373 The accompanying unaudited condensed consolidated financial statements include the results of Trees Oregon from the date of acquisition for financial reporting purposes, December 30, 2021. The pro-forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2020, are as follows: Three months ended Nine months ended September 30, September 30, 2021 2021 Total revenues $ 450,296 $ 1,190,985 Net income (loss) attributable to common stockholders $ 93,796 $ 153,612 Net income (loss) per common share $ 0.00 $ 0.00 Weighted average number of basic and diluted common shares outstanding 75,545,868 70,805,564 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2020, or to project potential operating results as of any future date or for any future periods. On January 5, 2022, we completed the acquisition of substantially all of the assets of Trees MLK Inc. (“MLK”), representing the remaining Oregon dispensary in connection with the overall Trees transaction. We paid cash in the amount of shares of our Common Stock. The closing price of our common stock on January 5, 2022, the date of license transfer, was . Further, cash equal to from the MLK closing. When we closed on MLK it was a non-operating dispensary. We opened the dispensary in the second quarter of 2022. As of September 30, 2022, we have completed the allocation of the purchase price. Based on the purchase price, there was an adjustment from the tradename to goodwill in the amount of $912,000 . As of September 30, 2022, the unaudited condensed consolidated balance sheet includes an allocation of fixed assets, intangible assets and goodwill. The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired: Fixed assets $ 25,150 Tradename 88,000 Goodwill 1,870,381 $ 1,983,531 The accompanying unaudited condensed consolidated financial statements include the results of Trees MLK from the date of acquisition for financial reporting purposes, January 5, 2022. The pro-forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2021, are as follows: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Total revenues $ 69,161 $ — $ 91,579 $ — Net income (loss) attributable to common stockholders $ (51,105) $ (29,022) $ (94,693) $ (106,691) Net income (loss) per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00) Weighted average number of basic and diluted common shares outstanding 96,192,184 74,092,947 96,155,491 69,352,643 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2021, or to project potential operating results as of any future date or for any future periods. |