ACQUISITIONS | ACQUISITIONS The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period as valuations are finalized. Any changes to these estimates may have a material impact on the Company’s operating results or financial position. The Company has made adjustments to the preliminary valuations of the acquisition based on valuation analysis prepared by independent third-party valuation consultants. During the year ended December 31, 2021, our measurement period adjustments included reducing intangible assets by $1.0 million and increasing goodwill by the same amount. As a result of these measurement period adjustments, we made an insignificant reduction in amortization expense which is included in the income statement. All acquisition costs are expensed as incurred and recorded in general and administrative expenses in the consolidated statements of operations. Acquisition costs were approximately $0.7 million, $0.2 million, and $0.1 million for the years ended December 31, 2021, 2020, and 2019. 2021 Acquisitions On January 25, 2021, the Company purchased the assets of Indoor Garden & Lighting, Inc, a two-store chain of hydroponic and equipment and indoor gardening supply stores serving the Seattle and Tacoma, Washington area. The total consideration for the purchase of Garden & Lighting was approximately $1.7 million, including approximately $1.2 million in cash and common stock valued at approximately $0.5 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On February 1, 2021, the Company purchased the assets of J.A.R.B., Inc d/b/a Grow Depot Maine, a two-store chain in Auburn and Augusta, Maine. The total consideration for the purchase of Grow Depot Maine was approximately $2.1 million, including approximately $1.7 million in cash and common stock valued at approximately $0.4 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On February 15, 2021, the Company purchased the assets of Grow Warehouse LLC, a four-store chain of hydroponic and organic garden stores in Colorado (3) and Oklahoma (1). The total consideration for the purchase of Grow Warehouse LLC was approximately $17.8 million, including approximately $8.1 million in cash and common stock valued at approximately $9.7 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On February 22, 2021, the Company purchased the assets of San Diego Hydroponics & Organics, a four-store chain of hydroponic and organic garden stores in San Diego, California. The total consideration for the purchase of San Diego Hydroponics was approximately $9.3 million, including approximately $4.8 million in cash and common stock valued at approximately $4.5 million. Acquired goodwill of approximately represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On March 12, 2021, the Company purchased the assets of Charcoir Corporation, which sells an RHP-certified growing medium made from the highest-grade coconut fiber. The total consideration for the purchase of Charcoir was approximately $16.4 million, including approximately $9.9 million in cash and common stock valued at approximately $6.5 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established distribution market for the Company of a proprietary brand. On March 15, 2021, the Company purchased the assets of 55 Hydroponics, a hydroponic and organic superstore located in Santa Ana, California. The total consideration for the purchase of 55 Hydroponics was approximately $6.5 million, including approximately $5.3 million in cash and common stock valued at approximately $1.1 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On March 15, 2021, the Company purchased the assets of Aquarius Hydroponics, a hydroponic and organic garden store in Springfield, Massachusetts. The total consideration for the purchase of Aquarius was approximately $3.6 million, including approximately $2.3 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On March 19, 2021, the Company purchased the assets of Agron, LLC, an online seller of growing equipment. The total consideration for the purchase of Agron was approximately $11.2 million, including approximately $6.0 million in cash and common stock valued at approximately $5.3 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established e-commerce market for the Company targeting the commercial customer. On April 19, 2021, the Company purchased the assets of Grow Depot LLC ("Down River Hydro"), a hydroponic and indoor gardening supply store in Brownstown, Michigan. The total consideration for the purchase of Down River Hydro was approximately $4.4 million, including approximately $3.2 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On May 24, 2021, the Company purchased the assets of The Harvest Company ("Harvest"), a northern California-based hydroponic supply center and cultivation design innovator with stores in Redding and Trinity Counties. The total consideration for the purchase of Harvest was approximately $8.3 million, including approximately $5.6 million in cash and common stock valued at approximately $2.8 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On July 19, 2021, the Company purchased the assets of Aqua Serene, Inc., ("Aqua Serene"), an Oregon corporation which consists of an indoor/outdoor garden center with stores in Eugene and Ashland, Oregon. The total consideration for the purchase was approximately $11.7 million, including approximately $9.9 million in cash and common stock valued at approximately $1.8 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On July 3, 2021, the Company purchased the assets of Mendocino Greenhouse & Garden Supply, Inc, a Northern California-based hydroponic garden center located in Mendocino, California. The purchase agreement was modified on July 19, 2021 to amend the purchase price. The total consideration for the purchase was approximately $4.0 million in cash. This acquisition allows the Company to expand its footprint in the Northern California. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well established market for the Company. On August 24, 2021, the Company purchased the assets of Commercial Grow Supply, Inc. ("CGS"), a hydroponic superstore located in Santa Clarita, California. The total consideration for the purchase was approximately $7.2 million, including approximately $6.0 million in cash and common stock valued at approximately $1.3 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On August 23, 2021 the Company purchased the assets of Hoagtech Hydroponics, Inc. ("Hoagtech"), a Washington -based corporation consisting of a hydroponic and garden supply center serving the Bellingham, Washington area. The total consideration for the purchase was approximately $3.9 million in cash. The Asset Purchase Agreement contains a contingent payment equal to approximately $0.6 million to be settled in common stock of the Company if this garden supply center reaches $8.0 million in revenue within a 12-month calendar period from the date of close. The Company used a third-party specialist to value this contingent consideration. The probability that the target will be reached was determined to be 5% which resulted in a value of approximately $28.5 thousand of contingent consideration which was added to goodwill. This acquisition expands our footprint in the Pacific Northwest. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On October 15, 2021, the Company purchased the assets of Indoor Store, LLC ("All Seasons Gardening"), an indoor-outdoor garden supply center specializing in hydroponics systems, lighting, and nutrients. All Seasons Gardening is the largest hydroponics retailer in New Mexico. The total consideration for the purchase was approximately $0.9 million, including approximately $0.7 million in cash and common stock valued at approximately $0.2 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On December 31, 2021, the Company purchased the assets of Mobile Media, Inc and MMI Agriculture ("MMI"), a mobile shelving design and build facility. The total consideration for the purchase was approximately $9.1 million, including approximately $8.3 million in cash and common stock valued at approximately $0.8 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. The measurement of the intangible assets for MMI is still provisional and may be subject to future adjustments as the Company obtains additional information to finalize the accounting for the acquisition. The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2021: Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Inventory $ — $ 957 $ 780 $ 839 $ 1,400 $ 2,450 $ 326 $ 372 $ 824 Prepaids and other current assets 46 12 29 534 36 30 3 — 3 Furniture and equipment 29 63 50 — 315 250 25 94 50 Liabilities — — — — — (169) — — — Operating lease right to use asset 98 108 861 — 1,079 641 92 137 273 Operating lease liability (98) (108) (861) — (1,079) (641) (92) (137) (273) Customer relationships 832 339 809 5,712 605 1,256 549 210 634 Trade name 1,530 485 870 1,099 1,192 2,748 344 353 698 Non-compete 139 — 26 — 6 94 36 2 16 Intellectual property — — — 2,065 — — — — — Goodwill 8,673 1,702 3,915 6,119 5,728 11,120 866 661 2,126 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Inventory $ 1,204 1,696 753 875 751 100 3,530 $ 16,857 Prepaids and other current assets 7 2 1 1 37 1 — 742 Furniture and equipment 100 500 160 100 144 25 328 2,233 Liabilities — — — — (29) — (250) (448) Operating lease right to use asset 3,782 1,177 408 746 1,569 37 2,332 13,340 Operating lease liability (3,782) (1,177) (408) (746) (1,569) (37) (2,332) (13,340) Customer relationships 1,016 1,235 575 1,382 493 154 2,964 18,765 Trade name 1,392 1,231 414 852 428 117 1,039 14,792 Non-compete — 11 6 11 3 — 238 588 Intellectual property — — — — — — — 2,065 Goodwill 4,606 6,976 2,091 4,027 2,105 545 1,202 62,462 Total $ 8,325 11,651 4,000 $ 7,248 3,932 942 $ 9,051 $ 118,056 The table below represents the consideration paid for the net assets acquired in business combinations during 2021: Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Cash $ 5,973 $ 2,331 $ 5,347 $ 9,902 $ 4,751 $ 8,100 $ 1,738 $ 1,165 $ 3,177 Common stock 5,276 1,227 1,132 6,466 4,531 9,679 411 527 1,174 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Cash $ 5,561 $ 9,860 $ 4,000 $ 5,976 $ 3,932 $ 701 $ 8,270 $ 80,784 Common stock 2,764 1,791 — 1,272 — 241 781 37,272 Total $ 8,325 $ 11,651 $ 4,000 $ 7,248 $ 3,932 $ 942 $ 9,051 $ 118,056 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended December 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Acquisition date 3/19/2021 3/15/2021 3/15/2021 3/12/2021 2/22/2021 2/15/2021 2/1/2021 1/25/2021 3/31/2021 Revenue $ 14,403 $ 9,640 $ 6,017 $ 6,840 $ 7,173 $ 13,147 $ 6,655 $ 6,265 $ 3,663 Net Income (loss) $ (305) $ 1,679 $ 399 $ 1,039 $ 906 $ 2,175 $ 1,132 $ 1,088 $ 297 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Acquisition date 5/3/21 7/19/21 7/19/21 8/24/21 8/23/21 10/15/21 12/31/21 Revenue $ 6,706 $ 2,742 $ 1,455 $ 1,534 $ 1,564 $ 187 $ — $ 87,991 Net Income (loss) $ 924 $ 445 $ 106 $ 15 $ 141 $ 52 $ — $ 10,093 The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the years ended December 31, 2021, 2020, and 2019. December 31, December 31, December 31, Revenue $ 452,126 $ 310,947 $ 197,315 Net income $ 13,511 $ 18,480 $ 14,475 2020 Acquisitions On February 26, 2020, the Company purchased the assets of Health & Harvest LLC. The total consideration for the purchase was approximately $2.9 million, including approximately $1.8 million in cash and common stock valued at approximately $1.1 million. Acquired goodwill represents the value expected to rise from organic growth and the opportunity to expand into a well-established market for the Company. On June 16, 2020, we acquired certain assets of H2O Hydroponics, LLC (“H2O Hydro”). The total consideration for the purchase was approximately $2.0 million, including approximately $1.3 million in cash and common stock valued at approximately $0.7 million. Acquired goodwill represents the value expected to rise from organic growth and the opportunity to expand into a well-established market for the Company. On August 10, 2020, we acquired certain assets of Benzakry Family Corp, d/b/a Emerald City Garden (“Emerald City”). The total consideration for the purchase was approximately $1.0 million. Acquired goodwill represents the value expected to rise from organic growth and the opportunity to expand into a well-established market for the Company. On October 12, 2020, the Company acquired the assets of Hydroponics Depot, LLC (“Hydro Depot”), a single store located in Phoenix, AZ. The total consideration for the purchase was approximately $1.5 million, including approximately $1.0 million in cash and common stock valued at approximately $0.5 million. Acquired goodwill represents the value expected to rise from organic growth and the opportunity to expand into a well-established market for the Company. On October 20, 2020 the Company acquired the assets of Big Green Tomato (“BGT”), a two-store chain in Battle Creek and Taylor, Michigan. The total consideration was approximately $9.0 million, including approximately $6.0 million in cash and shares of common stock valued at approximately $3.1 million. Acquired goodwill of approximately $4.0 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On November 17, 2020, the Company acquired the assets of The GrowBiz (“GrowBiz”), a five-store chain with four stores in California and one store in Oregon. The total consideration for the purchase of GrowBiz was approximately $44.8 million, including approximately $17.5 million in cash and common stock valued at approximately $27.3 million. Acquired goodwill of approximately $28.5 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On December 14, 2020, the Company acquired the assets of Grassroots Hydroponics, Inc., a three-store chain in California. The total consideration for the purchase of Grassroots was approximately $10.0 million, approximately $7.5 million in cash and common stock valued at approximately $2.5 million. Acquired goodwill of approximately $4.5 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On December 23, 2020, the Company acquired the assets of Canopy Crop Management (“Canopy”) and its complete portfolio of products including the Power SI brand of silicic acid-enriched fertilizers. The total consideration for the purchase of Canopy Crop was approximately $9.2 million, including approximately $5.4 million in cash and common stock valued at approximately $3.8 million. Acquired goodwill of approximately $4.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established product distribution market for the Company. The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2020: Canopy Grassroots GrowBiz BGT Hydro Depot Emerald H2O Health & Total Inventory $ 899 $ 2,348 $ 6,286 $ 1,595 $ 333 $ 150 $ 498 $ 1,054 $ 13,163 Prepaids and other current assets — — — — — — 4 — 4 Building — — — 477 — — 0 — 477 Furniture and equipment — 150 200 250 25 10 50 51 736 Operating lease right to use asset — 1,437 3,641 246 — 140 906 324 6,694 Operating lease liability — (1,437) (3,641) (246) — (140) (906) (324) (6,694) Customer relationships 2,274 768 1,969 634 148 212 150 255 6,410 Trade name 1,094 2,140 7,483 1,953 212 — 234 357 13,473 Non-compete 113 133 372 96 19 14 43 6 796 Goodwill 4,860 4,461 28,476 4,039 799 614 1,008 1,131 45,388 Total $ 9,240 $ 10,000 $ 44,786 $ 9,044 $ 1,536 $ 1,000 $ 1,987 $ 2,854 $ 80,447 The table below represents the consideration paid for the net assets acquired in business combinations during 2020: Canopy Grassroots GrowBiz BGT Hydro Depot Emerald H2O Health & Total Cash $ 5,424 $ 7,499 $ 17,487 $ 5,972 $ 988 $ 1,000 $ 1,282 $ 1,750 $ 41,402 Common stock 3,816 2,501 27,299 3,072 548 — 705 1,104 39,045 Total $ 9,240 $ 10,000 $ 44,786 $ 9,044 $ 1,536 $ 1,000 $ 1,987 $ 2,854 $ 80,447 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended December 31, 2020: Canopy Grassroots GrowBiz BGT Hydro Depot Emerald H2O Health & Total Acquisition date 12/23/2020 12/14/2020 11/17/2020 10/20/2020 10/12/2020 8/10/2020 6/16/2020 2/26/2020 Revenue $ 301 $ 532 $ 3,852 $ 1,859 $ 1,245 $ 5,635 $ 2,418 $ 8,995 $ 24,837 Net Income $ 141 $ 74 $ 736 $ 188 $ 149 $ 1,005 $ 562 $ 1,066 $ 3,921 The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the years ended December 31, 2020 and 2019. December 31, December 31, Revenue $ 309,486 $ 195,854 Earnings $ 18,308 $ 14,302 The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2019: Grow Grand Green Chlorophyll Reno Palm Total Inventory $ 554 $ 1,453 $ 1,039 $ 1,441 $ 238 $ 466 $ 5,191 Prepaids and other current assets — 14 22 — 36 Furniture and equipment 35 50 100 100 25 25 335 Goodwill 697 2,377 2,306 2,596 516 554 9,046 Total $ 1,286 $ 3,880 $ 3,459 $ 4,159 $ 779 $ 1,045 $ 14,608 The table below represents the consideration paid for the net assets acquired in business combinations. Grow Grand Green Chlorophyll Reno Hydroponics Palm Total Cash $ 1,000 $ 2,350 $ 2,648 $ 3,659 $ 525 $ 800 $ 10,982 Common stock 286 1,530 811 500 254 245 3,626 Total $ 1,286 $ 3,880 $ 3,459 $ 4,159 $ 779 $ 1,045 $ 14,608 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended Grow Grand Green Chlorophyll Reno Palm Total Acquisition date 12/16/19 09/03/19 05/14/19 01/21/19 02/11/19 02/07/19 Revenue $ 154 $ 2,413 $ 4,830 $ 6,031 $ 2,107 $ 3,075 $ 18,610 Earnings $ 6 $ 445 $ 999 $ 937 $ 367 $ 651 $ 3,405 The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the years ended: December 31, 2019 (Unaudited) December 31, Revenue $ 31,300 $ 59,651 Earnings $ 4,751 $ (2,088) |