Acquisitions | NOTE 10. ACQUISITIONS (a) Business Combinations - 2021 The table below summarizes significant business combinations completed during the year ended December 31, 2021: ($ in thousands) Verdant (i) Bluma (ii) Cultivate Cure Laurel Harvest Total Total consideration Common shares issued $ 2,000 $ 183,262 $ 46,643 $ 52,610 $ 65,844 $ 350,359 Cash 1,500 — — 33,304 20,480 55,284 Cashless exercise option on loan 10,000 — — — — 10,000 Settlement of leases 90 — — — — 90 Loan settlement 11,414 21,226 1,852 — 3,339 37,831 Warrants issued — 18,415 — — — 18,415 Replacement RSU awards — 10,048 — — — 10,048 Payment of acquisition-related transaction costs on behalf of the acquiree — 3,373 1,001 3,135 331 7,840 Payment of 3rd-party — — 20,125 — — 20,125 Deferred consideration — 1,806 — — 46,677 48,483 Contingent consideration — — 29,642 — — 29,642 Total consideration $ 25,004 $ 238,130 $ 99,263 $ 89,049 $ 136,671 $ 588,117 Net identifiable assets (liabilities) acquired Cash $ 1,360 $ 1,623 $ 2,938 $ 751 $ 937 $ 7,609 Accounts receivable — — 6,494 33 — 6,527 Inventory 1,519 19,244 24,862 2,963 506 49,094 Loans receivable, short-term — 1,600 — — — 1,600 Other current assets 76 1,205 662 134 36 2,113 Property & equipment 996 26,152 30,128 1,845 11,873 70,994 Right-of-use 127 13,709 1,304 1,834 859 17,833 Other non-current 47 — — — — 47 Customer relationships 1,370 6,700 13,600 2,320 260 24,250 License 16,320 117,000 12,000 70,950 98,690 314,960 Trade name — — 1,400 — — 1,400 Non-compete — — 800 270 80 1,150 Investments — 693 — — — 693 Total identifiable assets acquired $ 21,815 $ 187,926 $ 94,188 $ 81,100 $ 113,241 $ 498,270 Short-term liabilities (1,601 ) (3,733 ) (14,585 ) (1,186 ) (151 ) (21,256 ) Lease liability (127 ) (13,685 ) (1,304 ) (1,834 ) (859 ) (17,809 ) Contract liability-loyalty program — (456 ) — (355 ) — (811 ) Deferred tax liability (3,968 ) (36,940 ) (10,597 ) — (30,753 ) (82,258 ) Total identifiable liabilities acquired (5,696 ) (54,814 ) (26,486 ) (3,375 ) (31,763 ) (122,134 ) Net identifiable assets acquired $ 16,119 $ 133,112 $ 67,702 $ 77,725 $ 81,478 $ 376,136 Purchase price allocation Net identifiable assets acquired 16,119 133,112 67,702 77,725 81,478 376,136 Goodwill 8,885 105,018 31,561 11,324 55,193 211,981 Total consideration $ 25,004 $ 238,130 $ 99,263 $ 89,049 $ 136,671 $ 588,117 (i) Verdant On February 16, 2021, the Company completed the acquisition of 100% of the membership interests of Verdant dispensaries in Cincinnati, Chillicothe, Newark and Marion, Ohio. As a result of this acquisition, the Company now holds additional licenses to distribute medical cannabis in the state of Ohio, bringing the Company’s dispensary presence in Ohio to five, the maximum allowed by the state. As of December 31, 2021, the Company has recorded estimates of the fair value of assets acquired and liabilities assumed. Consideration for the acquisition included 0.1 million SVS issued as of the acquisition date. During the year ended December 31, 2021, the Company recorded measurement period adjustments related to changes in the valuation of certain intangible assets, lease settlements, and deferred taxes, which resulted in a net reduction in goodwill of $0.2 million. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (ii) Bluma On April 14, 2021, the Company completed the acquisition of 100% of the membership interests of Bluma, a vertically integrated operator in Florida. As a result of this acquisition, the Company now holds a license to cultivate, process, transport, and dispense medical cannabis in the state of Florida, bringing the Company’s dispensary presence in Florida to eight, as of the acquisition date. As of December 31, 2021, the Company recorded preliminary estimates of the fair value of assets acquired and liabilities assumed. While all amounts remain subject to adjustments, the areas subject to the most significant potential adjustments are intangibles, fixed assets, and taxes. Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. Balances are subject to change during the measurement period which will conclude at the earlier of the date the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date, learns that more information is not obtainable, or one year following the acquisition date. Consideration for the acquisition included 15.1 million SVS issued as of the acquisition date. The Company recorded transaction costs of $1.5 million in connection with the Bluma acquisition as Selling, general, and administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2021. During the year ended December 31, 2021, the Company recorded measurement period adjustments related to RSU awards, short-term loans receivable, inventory, and deferred taxes, which resulted in a net increase in goodwill of $0.5 million. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (iii) Cultivate On September 2, 2021, the Company completed the acquisition of 100% of the membership interests of Cultivate. As a result of this acquisition, the Company now holds additional licenses to cultivate, process, transport, and dispense medical and adult-use Consideration for the acquisition included 4.8 million SVS issued as of the acquisition date. During the year ended December 31, 2021, the Company recorded measurement period adjustments related to property and equipment, short-term liabilities, and deferred taxes, which resulted in a net reduction in goodwill of $0.7 million. The Company recorded transaction costs of $1.6 million in connection with the Cultivate acquisition as Selling, general, and administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2021. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (iv) Cure Penn On November 25, 2021, the Company announced that it had completed the acquisition of 100% of the membership interests of Cure Penn. As a result of this acquisition, the Company holds additional licenses to dispense medical cannabis in the state of Pennsylvania, bringing the Company’s dispensary presence in Pennsylvania to eight as of the date of acquisition. As of December 31, 2021, the Company recorded preliminary estimates of the fair value of assets acquired and liabilities assumed. Balances are subject to change during the measurement period which will conclude at the earlier of the date the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date, learns that more information is not obtainable, or one year following the acquisition date. While all amounts remain subject to adjustments, the areas subject to the most significant potential adjustments are intangible assets, consideration (working capital adjustment), and short-term liabilities. Any changes to the preliminary estimates of the fair value of the assets and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. Consideration for the acquisition included 6.2 million SVS issued as of the acquisition date. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (v) Laurel Harvest On December 10, 2021, the Company announced that it had completed the acquisition of 100% of the membership interests of Laurel Harvest. As a result of this acquisition, the Company holds additional licenses to cultivate, process, transport, and dispense medical cannabis in the state of Pennsylvania, bringing the Company’s dispensary presence in Pennsylvania to nine. As of December 31, 2021, the Company recorded preliminary estimates of the fair value of assets acquired and liabilities assumed. Balances are subject to change during the measurement period which will conclude at the earlier of the date the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date, learns that more information is not obtainable, or one year following the acquisition date. While all amounts remain subject to adjustments, the areas subject to the most significant potential adjustments are intangibles, deferred tax asset and liabilities, consideration (working capital adjustment), fixed assets, and short-term liabilities. Any changes to the preliminary estimates of the fair value of the assets and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. Consideration for the acquisition included 8.4 million SVS issued as of the acquisition date. The Company recorded transaction costs of $1.1 million in connection with the Laurel Harvest acquisition as Selling, general, and administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2021. See sections (vi) and (vii) below for discussion of Contributed Revenue and Net income (loss) and Pro Forma Information, respectively. (vi) Contributed Revenue and Net income (loss) The table below summarizes contributed Revenue and Net income (loss) for the year ended December 31, 2021: ($ in thousands) Verdant (i) Bluma (ii) Cultivate Cure Penn Laurel Total Contributed revenue $ 26,547 $ 26,642 $ 29,279 $ 2,966 $ 328 $ 85,762 Net (loss) income 5,352 (8,382 ) 14,944 (50 ) (136 ) $ 11,728 (vii) Unaudited Pro Forma Information - Significant 2021 Acquisitions The following unaudited pro forma financial information reflects the combined results of operations of Cresco Labs Inc. and the pre-acquisition For the year ended December 31, 2021 Cresco Verdant Bluma (ii) Cultivate Cure Penn Laurel Total ($ in thousands) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Pro forma revenue $ 821,682 $ 2,677 $ 7,906 $ 39,033 $ 29,281 $ 1,966 $ 902,545 Pro forma net income: Pre-acquisition net income (846 ) (13,784 ) 4,550 8,161 (2,121 ) Pro forma adjustments: (a) Transaction costs 399 1,461 1,555 439 1,081 (b) Post-acquisition share-based compensation — 2,440 — — — (c) Intangible amortization (150 ) (599 ) (860 ) (355 ) (68 ) Total pro forma adjustments $ 250 $ 3,302 $ 695 $ 84 $ 1,013 Total pro forma net income $ (296,834 ) $ (596 ) $ (10,482 ) $ 5,245 $ 8,245 $ (1,109 ) $ (295,531 ) (a) includes removal of transaction costs as they will be reflected as of the beginning of the earliest period presented (January 1, 2020). These costs were included as Selling, general, and administrative expenses in the Consolidated Statements of Operations. (b) includes removal of post combination share-based compensation expense related to warrants issued, replacement shares and replacement RSU awards recorded related to the. Bluma, acquisition. These costs were included as Selling, general, and administrative expenses in the Consolidated Statements of Operations. (c) includes estimated amortization expense on intangible assets acquired. Th ese For the year ended December 31, 2020 Cresco Verdant (i) Bluma (ii) Cultivate Cure Penn Laurel Total ($ in thousands) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Pro forma revenue $ 476,251 $ 15,195 $ 12,338 $ 22,965 $ 29,119 $ 1 $ 555,869 Pro forma net income: Pre-acquisition net income (1,982 ) (25,998 ) 772 8,384 (650 ) Pro forma adjustments: (a) Transaction costs (399 ) (1,461 ) (1,555 ) (439 ) (1,081 ) (b) Post-acquisition share-based compensation — (2,440 ) — — — (c) Intangible amortization (171 ) (853 ) (3,483 ) (387 ) (73 ) Total pro forma adjustments $ (571 ) $ (4,754 ) $ (5,037 ) $ (826 ) $ (1,153 ) Total pro forma net income $ (92,771 ) $ (2,553 ) $ (30,752 ) $ (4,266 ) $ 7,558 $ (1,803 ) $ (124,587 ) (a) includes transaction costs related to acquisitions (reflected as of January 1, 2020). (b) includes post combination share-based compensation expense related to warrants issued, replacement shares and replacement RSU awards recorded related to the. Bluma, acquisition. (c) includes estimated amortization expense on intangible assets acquired. ( b Business Combinations - 2020 The table below summarizes significant business combinations completed during the year ended December 31, 2020: ($ in thousands) Origin House Total consideration Common shares issued $ 396,575 Replacement awards 31,671 Total consideration $ 428,246 Net identifiable assets (liabilities) acquired Cash $ 32,984 Accounts receivable 7,565 Inventory 16,660 Other current assets 2,197 Property and equipment 18,079 Right-of-use 17,984 Loans receivable, long-term 331 Equity method investment 4,302 Investments 139 Customer relationships 63,600 Trade names 39,700 Licenses 5,900 Market related intangibles 2,374 Internally developed software 380 Total identifiable assets acquired $ 212,195 Short-term liabilities $ (25,758 ) Lease liabilities (18,002 ) Deferred and contingent consideration (3,807 ) Notes payable (22,045 ) Deferred tax liabilities (29,622 ) Net identifiable assets acquired $ 112,961 Purchase price allocation Net identifiable assets acquired $ 112,961 Goodwill 315,285 Total consideration $ 428,246 (i) Wellbeings On October 5, 2020, the Company acquired all remaining equity interests and voting rights of Wellbeings LLC (“Wellbeings”). As a result of this acquisition, the Company has control over a business that distributes and sells high quality CBD wellness products. No consideration was transferred for this step acquisition, other than the Company recognizing $0.2 million of goodwill and assuming $0.2 million of net liabilities. The Company recognized a $0.5 million loss on a previous investment in Wellbeings, offset by a gain of $0.3 million related to the reversal of an expected credit loss on a loan that was extended to Wellbeings by the Company prior to the acquisition. (ii) Origin House On January 8, 2020, the Company completed the acquisition of 100% of the membership interests of Origin House. As a result of this acquisition, the Company now holds additional licenses to cultivate and process medical and adult-use marijuana and new licenses to distribute medical and adult-use cannabis in the state of California. Additionally, the Company acquired licenses to operate a nicotine vape business in Canada with retail, online and wholesale revenues, as well as franchise locations. In the first quarter of 2021, 180 Smoke was sold, removing the licenses from our ownership (see section (e) below). Total consideration for the acquisition was $ million. The consideration consisted of million SVS issued as of the acquisition date, valued at $ million, and million replacement awards, valued at $ million. The replacement awards are comprised of million replacement RSUs, million deferred share awards and million replacement options. The Company recorded an increase of $ thousand of post-acquisition share-based compensation expense related to the replacement options for the year ended December , . As part of the acquisition, the Company recorded reserves of $0.1 million for potential The Company calculated, on a pro forma basis, the combined results of the acquired entity as if the Origin House acquisition had occurred as of January 1, 2020. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2020 , Total unaudited pro forma Revenue and Net loss for the combined company for the year ended December 31, 2020 , $476.9 million and $93.2 million, respectively. Relevant pro forma adjustments consisted of amortization on acquired intangible assets of $11 .0 thousand. Contributed revenue and Net loss from the Origin House acquisition for the year ended December 31, 2020 , For the year ended December 31, 2020, the Company recorded transaction costs of Operations. (c) Deferred Consideration, Contingent Consideration and Other Payables The following is a summary of Deferred consideration, contingent consideration and other payables balances as of December 31, 2021 and 2020, which are classified as short-term: ($ in thousands) 2021 2020 Valley Ag contingent consideration $ — $ 19,093 Cultivate contingent consideration 33,969 — Laurel Harvest deferred consideration, short term 37,847 — Total Deferred consideration, contingent consideration and other payables, short-term - acquisition related $ 71,816 $ 19,093 Increases in deferred consideration between December 31, 2020 and December 31, 2021 are primarily driven by the third and fourth quarter acquisitions of Cultivate and Laurel Harvest, respectively, partially offset by a write-down of Valley Ag contingent consideration. See Note 16 for further discussion of Valley Ag contingent consideration. During mark-to-market million, respectively, related to contingent consideration for its Valley Ag acquisition. In connection with the Bluma acquisition, the Company recorded a deferred consideration liability valued at $ 1.8 During the year ended December 31, all of the obligation in cash. As part of the Cultivate acquisition, the Company initially recorded contingent consideration of 29.6 . The former owners of Cultivate are entitled to an earnout of up to 68.0 million. Communication of the earnout amount to the sellers is required within 10 days after the issuance of the Company’s annual consolidated financial statements for the year ended December 31, 2021 and paid in the shorter of five business days after acceptance or thirty days after communication. The earnout is based on Cultivate’s adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), a non-GAAP financial measure, for the year ended December 31, 2021, pursuant to the provisions of the Cultivate purchase agreement. As of December 31, 2021, the Company remeasured the fair value of the earnout payment, increasing the value from 29.6 34.0 as of December 31, 2021. The adjustment to the earnout was a loss, recorded to Other income (expense), net. As a part of the Laurel Harvest acquisition, Cresco recorded $37.7 million short-term deferred consideration and $9.0 million long-term deferred consideration, for a total of $46.7 million deferred consideration. Total deferred payment of $50.0 million is payable within 18 months of the acquisition date; however, the timing of the payment can be accelerated based on timing of the opening of five new dispensaries. Based on Cresco’s projection of each store opening date, the total deferred payment of $50.0 million has been discounted to $46.9 million, which includes $0.2 million of interest expense which was recorded to the short-term deferred consideration balance as of December 31, 2021. (d) Long-term Deferred and Contingent Consideration The following is a summary of Long-term contingent consideration as of December 31, 2021 and 2020: ($ in thousands) 2021 2020 Valley Ag operating cash flows consideration $ 8,577 $ 7,247 Laurel Harvest deferred consideration, long ter m 9,074 — Total Long-term deferred and contingent consideration $ 17,651 $ 7,247 During the year ended December , , the Company recorded a $ million increase to the present value of Valley Ag operating cash flows consideration due to changes in the Company’s incremental borrowing rate and other present value considerations. As of December , , the estimated liability of $ million is based on the present value of expected payments associated with future cash flows of the acquired business. As a part of the Laurel Harvest acquisition, the Company recorded $9.0 million of long-term deferred consideration. As of December 31, 2021, $48 thousand of interest expense was recorded related to the long-term deferred consideration balance. (e) Dispositions On March 30, 2021, the Company completed the divestiture of the 180 Smoke and related intercompany receivables to Spyder Cannabis Inc. and Plant-Based Investment Corp. for approximately $ 1.1 0.8 , in the Consolidated Statement of Operations. 0.3 . |