Acquisitions | 6. ACQUISITIONS (a) Green Leaf Medical On June 11, 2021, the Company acquired (the “Green Leaf Transaction”) a 100 % ownership interest in Green Leaf Medical, LLC (“Green Leaf”). On July 7, 2021, the Company acquired (“the Green Leaf-Ohio Transaction”) a residual 49 % ownership interest (constituting 949,379 Common Shares) in Green Leaf Medical of Ohio II, LLC (“Green Leaf-Ohio”). Green Leaf was formed in April 2014 for the purpose of selling medicinal and recreational cannabis products in the states of Maryland, Pennsylvania, Ohio, and Virginia. Green Leaf owns and operates vertically integrated cultivation facilities, manufacturing facilities and retail dispensaries in the states of Maryland, Pennsylvania, Ohio, and Virginia. The Company executed the Green Leaf Transaction in order to continue to grow revenues; expand its cultivation facilities, manufacturing facilities and dispensaries; and enter, or expand in the Maryland, Pennsylvania, Ohio, and Virginia markets. The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Green Leaf: Measurement As previously period reported adjustments As adjusted Consideration transferred Cash consideration $ 62,796 $ — $ 62,796 Less working capital adjustment ( 2,011 ) 37 ( 1,974 ) Closing shares 125,729 93 125,822 Milestone shares after closing (contingent consideration) 125,230 ( 27,816 ) 97,414 Total unadjusted purchase price 311,744 ( 27,686 ) 284,058 Less: Cash and cash equivalents acquired ( 30,779 ) — ( 30,779 ) Total purchase price, net of cash and cash equivalents acquired $ 280,965 $ ( 27,686 ) $ 253,279 Equity purchase consideration comprised 44,848,416 Common Shares which were issued during the year ended December 31, 2021. Recognized amounts of identifiable assets acquired and liabilities assumed, less cash and cash equivalents acquired: Measurement As previously period reported adjustments As adjusted Purchase price allocation Assets acquired: Accounts receivable $ 4,660 $ ( 295 ) $ 4,365 Inventory 13,659 4,204 17,863 Prepaid expenses and other current assets 31,687 ( 509 ) 31,178 Property and equipment 52,070 166 52,236 Right of use assets 1,876 — 1,876 Goodwill 164,004 ( 62,269 ) 101,735 Intangible assets 142,858 81,477 224,335 Accounts payable ( 4,080 ) — ( 4,080 ) Accrued expenses and other current liabilities ( 22,597 ) ( 21 ) ( 22,618 ) Note payable ( 2,344 ) 256 ( 2,088 ) Lease liabilities ( 1,876 ) — ( 1,876 ) Other long-term liabilities ( 62,161 ) ( 3,533 ) ( 65,694 ) Deferred tax liabilities ( 36,791 ) ( 47,162 ) ( 83,953 ) Consideration transferred $ 280,965 $ ( 27,686 ) $ 253,279 On June 11, 2021, prepaid expenses and other current assets consisted of tenant improvement receivable of $ 28,424 . After its acquisition, Green Leaf undertook the construction and build out of its cultivation site and received reimbursement of $ 27,115 . As of December 31, 2021, tenant receivable is $ 1,308 . The purchase price allocations for the Green Leaf Transaction reflect various fair value estimates and analyses relating to the determination of fair values of certain tangible and intangible assets and liabilities acquired and residual goodwill. The purchase price allocations for the Green Leaf Transaction reflect various fair value estimates and analyses, which are subject to change within the respective measurement periods. The contingent consideration, payable in Common Shares (the “Milestone Shares”) of the Company, was estimated considering certain metrics as of the June 11, 2021 acquisition date, subject to the terms and conditions set forth in the Agreement and Plan of Merger (the “Merger Agreement”) entered into by the Company in connection with the Green Leaf Transaction. The fair value of the contingent consideration was estimated using a probability weighted expected return method (“PWERM”). This fair value measurement was based on significant inputs that are not observable in the market, and represent a level 3 fair value measurement, including those relating to discount factors and probabilities of achievement of the related milestones. Discounts of 23.44 % and 38.76 % were applied to the August 15, 2022 and 2023 earn out cash flows, respectively, to derive an aggregate discounted probability-adjusted earn out. The Company then applied a discount for lack of marketability rate of 15% to arrive at the net fair value of contingent consideration. An estimated range of outcomes has been deemed indeterminable by the Company. Based on the financial results for the year ended December 31, 2021, the Company remeasured the contingent consideration at fair value and recorded a net gain of $ 59,362 within other expense, net in the consolidated statements of operations and comprehensive loss. At the end of the First Milestone period through June 30, 2022, the Company engaged a third-party expert and determined that no Milestone Shares were payable for the First Milestone. Based on the financial results for the year ended December 31, 2023, the Company determined that no remaining contingent consideration would be due and recorded a net gain of $ 0 within other expense, net in the consolidated statements of operations and comprehensive loss. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates, prepared by an independent valuation firm. The estimated fair value of acquired working capital was determined to approximate carrying value. For leases acquired, the Company measured the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease at the acquisition date. The Company measured the right-of-use asset at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. The goodwill arising from the Green Leaf Transaction consists of expected synergies from combining operations of the Company and Green Leaf, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill is deductible for tax purposes. Green Leaf’s state licenses, trade name and wholesale customers represented identifiable intangible assets acquired in the amounts of $ 153,746 , $ 21,375 and $ 49,214 , respectively, which were determined to have definite useful lives of 10 , 5 and 7 years respectively. As a part of this acquisition, the Company acquired a note payable issued in March 2018 for the purchase of real property. This note payable matures in April 2038 and bears interest at a rate of 4.0 % per annum with monthly payments of principal and interest of $ 19,266 (discount is based on imputed interest rate of 13.25 %) and is secured by the underlying real property. This note was settled in full during 2023. In conjunction with the Green Leaf Transaction, the Company expensed $ 830 of acquisition-related costs in 2021, which have been included in selling, general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss. $ 74,545 of revenue and $ 12,997 of net income of Green Leaf was included in the consolidated statement of operations for the year ended December 31, 2021. Unaudited supplemental pro-forma information Had the acquisition of Green Leaf been completed on January 1, 2020, the Company’s pro forma results of operations for the year ended December 31, 2021 would have been as follows: Year Ended December 31, 2021 Revenue $ 512,006 Net income attributable to shareholders ( 131,950 ) Earnings attributable to shares (basic and diluted) ( 0.36 ) Weighted-average number of shares used in earnings per share—basic and diluted 368,683,785 The pro forma financial information which gives effect to certain transaction accounting adjustments, including amortization of acquired intangibles is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated on January 1, 2020, nor is it necessarily indicative of future operating results. (b) Futurevision Holdings, Inc., Futurevision 2020, LLC and Medicine Man Longmont, LLC On November 1, 2021, the Company acquired (the “Medicine Man Transaction”) a 100 % ownership interest in Futurevision Holdings, Inc. and Futurevision 2020, LLC (collectively, “Medicine Man”), through the Agreement and Plan of Merger (the “Merger Agreement”). Concurrently with the Merger Agreement, the Company was granted an option (the “Option”) to purchase Medicine Man Longmont, LLC (“Medicine Man Longmont”). The option was exercised on August 12, 2022 upon completion of the sale of the TGS Longmont location as required under the Merger Agreement, with the correspondent measurement period adjustments applied subsequently to the period of acquisition against goodwill from their acquisition. Medicine Man was formed in 2010 for the purpose of selling medicinal and recreational cannabis products in the state of Colorado. Medicine Man owns and operates vertically integrated cultivation facilities, manufacturing facilities and retail dispensaries in the state of Colorado. The Company executed the Medicine Man Transaction in order to continue to grow revenues; expand its cultivation facilities, manufacturing facilities and dispensaries; and enter, or expand in the Colorado market. The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Medicine Man: Consideration transferred Cash consideration $ 7,240 Closing shares 23,955 Milestone shares after closing (contingent consideration) 3,664 Purchase option obligation 5,899 Total unadjusted purchase price 40,758 Working capital adjustment 127 Total adjusted purchase price 40,885 Less: Cash and cash equivalents acquired ( 1,250 ) Total purchase price, net of cash and cash equivalents acquired $ 39,635 Equity purchase consideration comprised 5,840,229 Common Shares of which 4,857,184 were issued in November 2021. Recognized amounts of identifiable assets acquired and liabilities assumed, less cash and cash equivalents acquired: Purchase price allocation As previously reported Measurement period adjustments As adjusted Assets acquired: Inventory $ 3,611 $ 3,611 Prepaid expenses and other current assets 397 397 Option deposit 5,899 ( 5,899 ) — Property and equipment 1,498 1,498 Right of use assets 818 818 Goodwill 9,908 5,899 15,807 Intangible assets 30,370 30,370 Accounts payable ( 696 ) ( 696 ) Accrued expenses and other current liabilities ( 1,910 ) ( 1,910 ) Lease liabilities ( 1,438 ) ( 1,438 ) Deferred tax liabilities ( 8,822 ) ( 8,822 ) Consideration transferred $ 39,635 — $ 39,635 The purchase price allocations for the Medicine Man Transaction reflect various fair value estimates and analyses relating to the determination of fair values of certain tangible and intangible assets and liabilities acquired and residual goodwill. The contingent consideration, payable in Common Shares (the “Milestone Shares”) of the Company, was estimated considering certain metrics as of the November 1, 2021 acquisition date, subject to the terms and conditions set forth in the Merger Agreement entered into by the Company in connection with the Medicine Man Transaction. The fair value of the contingent consideration was determined upon acquisition. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates, prepared by an independent valuation firm. The estimated fair value of acquired working capital was determined to approximate carrying value. For leases acquired, the Company measured the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease at the acquisition date. The Company measured the right-of-use asset at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. The goodwill arising from the Medicine Man Transaction consists of expected synergies from combining operations of the Company and Medicine Man, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill is deductible for tax purposes. Medicine Man’s state licenses and trademarks represented identifiable intangible assets acquired in the amounts of $ 26,900 and $ 3,470 respectively, which were determined to have definite useful lives of 10 and 5 years respectively. In conjunction with the Medicine Man Transaction, the Company expensed $ 1,099 of acquisition-related costs, which have been included in selling, general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss. $ 4,734 of revenue and $ 536 of net income of Medicine Man was included in the consolidated statement of operations for the year ended December 31, 2021. (c) The Healing Center San Diego (THCSD) On January 6, 2021, the Company acquired a 100 % ownership interest in The Healing Center of San Diego, Inc. (“THCSD”). THCSD was formed in 2016 for the purpose of selling recreational and related cannabis products in San Diego, California, where it owns and operates a dispensary. The Company executed the THCSD Transaction in order to continue to grow revenues; expand its dispensaries; and penetrate the San Diego market. The aggregate purchase price for the THCSD Transaction, being $ 14,115 consisted of; $ 3,425 in cash consideration, $ 5,718 in promissory notes (“Closing Promissory Notes”) and $ 4,972 in equity purchase consideration (“Closing Shares”). Equity purchase consideration comprised 971,541 Common Shares which were issued on January 6, 2021. The Closing Promissory Notes were issued with a debt discount of $ 282 and require sixteen quarterly payments of $ 375 of principal, plus accrued and unpaid interest thereon at a rate of 8.0 % per annum, beginning on April 6, 2021, through maturity on December 16, 2024 . The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for the THCSD Transaction: Measurement As previously period reported adjustments As adjusted Consideration transferred Cash consideration $ 3,425 $ — $ 3,425 Closing promissory notes 5,718 — 5,718 Closing Shares 4,972 — 4,972 Total unadjusted purchase price 14,115 — 14,115 Less: Cash and cash equivalents acquired ( 698 ) — ( 698 ) Total purchase price, net of cash and cash equivalents acquired $ 13,417 $ — $ 13,417 Recognized amounts of identifiable assets acquired and liabilities assumed, less cash assumed: Measurement As previously period reported adjustments As adjusted Purchase price allocation Assets acquired: Inventory $ 597 $ — $ 597 Prepaid expenses and other current assets 91 — 91 Property and equipment 619 — 619 Right of use assets 635 — 635 Goodwill 4,303 349 4,652 Intangible assets 10,987 — 10,987 Other long term assets — 466 466 Accounts payable ( 133 ) — ( 133 ) Accrued expenses and other current liabilities ( 260 ) — ( 260 ) Lease liabilities ( 635 ) — ( 635 ) Deferred tax liabilities ( 2,787 ) ( 349 ) ( 3,136 ) Other long term liability — ( 466 ) ( 466 ) Consideration transferred $ 13,417 $ — $ 13,417 The purchase price allocation for the THCSD Transaction reflects various fair value estimates and analyses, which are subject to change within the respective measurement periods. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates, prepared by an independent valuation firm. The estimated fair value of acquired working capital was determined to approximate carrying value. For leases acquired, the Company measured the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease at the acquisition date. The Company measured the right-of-use asset at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. The goodwill arising from the THCSD Transaction consists of expected synergies from combining operations of the Company and THCSD, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill is deductible for tax purposes. THCSD’s state licenses and trade name represented identifiable intangible assets acquired in the amounts of $ 9,181 and $ 1,806 , respectively, which were each determined to have a definite useful life of 10 years. In conjunction with the THCSD Transaction, the Company expensed $ 85 of acquisition-related costs, which have been included in selling, general and administrative expenses on the Company’s statement of comprehensive income. THCSD’s acquisition-related costs in the amount of $ 198 were expensed in THCSD’s pre-acquisition consolidated financial statements. $ 11,814 of revenue and $ 976 of net income of THCSD was included in the consolidated statement of operations for the year ended December 31, 2021. (d) Project Cannabis On December 1, 2020, the Company acquired (the “Project Cannabis Transaction”) a 100 % ownership interest in Resource Referral Services Inc., PHC Facilities Inc. and Wellness Earth Energy Dispensary, Inc., and acquired a 49.9 % ownership interest in Access Bryant SPC (collectively, “Project Cannabis”). Project Cannabis was formed in August 2014 for the purpose of selling medicinal and recreational cannabis products in the state of California, on both a wholesale and retail basis. Project Cannabis owns and operates vertically integrated cultivation facilities, manufacturing facilities and retail dispensaries in the state of California. The Company executed the Project Cannabis Transaction in order to continue to grow revenues; expand its cultivation facilities, manufacturing facilities and dispensaries; and penetrate the California market. The aggregate purchase price for the Project Cannabis Transaction, of $ 39,029 (the “Transaction Price”) consisted of $ 35,273 in equity purchase consideration (“Closing Shares”), $ 3,400 of deferred stock payments (“Deferred Stock Consideration”), and a working capital adjustment of $ 584 . Purchase consideration comprised 15,713,867 common shares, of which, 1,528,881 are subject to a lock-up period of eighteen months following the date of issuance, for the purpose of funding any potential indemnification obligations of the seller. In accordance with the terms of the purchase agreement, if Project Cannabis fails to achieve a certain level of performance after acquisition, the Company is entitled to a partial refund of the shares already issued. As of December 31, 2021, based on management estimates, the Company is entitled to receive a refund of 2,992,530 shares. The resultant contingent gain of $ 8,524 will be recognized as income in future periods when all contingencies relating to collectability, payment and timing have been resolved. In May 2021, the Company finalized the working capital on the Project Cannabis transaction. This resulted in issuance of an additional 178,619 Common Shares to the sellers and recording of additional purchase consideration of $ 228 to goodwill. As a part of the Project Cannabis Transaction, the Company was also granted an option to acquire two real estate properties in California for total consideration of $ 16,500 comprising $ 9,500 of cash and the assumption of debt of $ 7,000 . In June 2021, the Company exercised the option. The debt comprises of one interest-only real estate loan of $ 5,000 with a maturity date in July 2024 that requires monthly interest payments at 6 %, and another interest-only real estate loan of $ 2,000 with a maturity date in July 2023 that requires monthly interest payments at 10 %. The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Project Cannabis: Consideration transferred Closing Shares $ 35,273 Deferred stock payments 3,400 Total unadjusted purchase price 38,673 Working capital adjustment 584 Total adjusted purchase price 39,257 Less: Cash acquired ( 877 ) Total purchase price $ 38,380 Recognized amounts of identifiable assets acquired and liabilities assumed, less cash assumed: Purchase price allocation Assets acquired: Accounts receivable $ 1,568 Inventory 2,795 Prepaid expenses and other current assets 699 Property and equipment 632 Right of use assets 1,587 Long-term deposits 38 Goodwill 23,520 Intangible assets 18,020 Other non-current assets 5,221 Accounts payable ( 121 ) Accrued expenses and other current liabilities ( 3,431 ) Lease liabilities ( 1,587 ) Deferred tax liability ( 5,340 ) Other long-term liabilities ( 5,221 ) Consideration transferred $ 38,380 The purchase price allocations for the Project Cannabis Transaction reflects various fair value estimates and analyses relating to the determination of fair value of certain tangible and intangible assets acquired and residual goodwill. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates, prepared by an independent valuation firm. The estimated fair value of acquired working capital was determined to approximate carrying value. For leases acquired, the Company measured the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease at the acquisition date. The Company measured the right-of-use asset at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. The goodwill arising from the Project Cannabis Transaction consists of expected synergies from combining operations of the Company and Project Cannabis, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill will be deductible for tax purposes. Project Cannabis’ state licenses, trade name and wholesale customers represented identifiable intangible assets acquired in the amounts of $ 10,356 , $ 4,411 and $ 3,253 , respectively, which were determined to have definite useful lives of 10 , 5 and 5 years, each respectively. In conjunction with the Project Cannabis Transaction, the Company expensed $ 584 of acquisition-related costs, which have been included in selling, general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss. 32,848 of revenue and $ 2,745 of net loss of Project Cannabis were included in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2021, respectively. (e) Corsa Verde On May 4, 2021, the Company acquired Corsa Verde, LLC (“Corsa Verde”). The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Corsa Verde: Measurement As previously period reported adjustments As adjusted Consideration transferred Closing Shares $ 1,500 $ — $ 1,500 Note receivable 2,769 — 2,769 Interest receivable 200 — 200 Deposits 125 — 125 Restricted cash 498 — 498 Total unadjusted purchase price 5,092 — 5,092 Less: Cash acquired ( 27 ) — ( 27 ) Total purchase price $ 5,065 $ — $ 5,065 Included within the consideration was a convertible promissory note (the “Convertible Note”) in the amount of $ 1,500 . This Convertible Note was converted into shares of Company’s common stock calculated by dividing the principal amount of the Convertible Note by the volume weighted average trading price of the Company common stock on the NEO Exchange for the 5 days preceding the closing date of the transactions contemplated by the Corsa Verde Purchase Agreement. The preliminary purchase price allocation is as follows: Measurement As previously period reported adjustments As adjusted Purchase price allocation Assets acquired: Accounts receivable $ 181 $ — $ 181 Inventory 304 — 304 Property and equipment 1,250 — 1,250 Intangible assets 4,812 ( 1,158 ) 3,654 Accounts payable ( 319 ) — ( 319 ) Accrued expenses and other current liabilities ( 5 ) — ( 5 ) Deferred tax liabilities ( 1,158 ) 1,158 — Consideration transferred $ 5,065 $ — $ 5,065 Intangible assets consist of licenses which are determined to have a definite useful life of 10 years. Revenues of $ 301 and a net loss of $ 835 of Corsa Verde were included in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. |