Business Combinations (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Acquisition Related (Income) Expenses, Net

Acquisition-related (income) expenses, net for the years ended December 31 2019 and 2018 are comprised of the following items:

	Year ended December 31,
	2019			2018
Acquisition and integration expenses	$	15,487		$	248
Change in fair value of contingent consideration		(46,914	)		—
Total	$	(31,427	)	$	248

Manitoba Harvest and Natura [Member]

Schedule of Final Allocations of Purchase Price to Assets acquired and Liabilities Assumed

The final allocations of the purchase price to assets acquired and liabilities assumed on the respective acquisition dates of Manitoba Harvest, Natura and S&S are as follows:

	Manitoba Harvest		Natura		S&S
Assets
Cash and cash equivalents	$	5,534		169		137
Accounts receivable		6,207		109		264
Inventory		15,331		3,482		195
Prepayments and other current assets		1,030		166		125
Property and equipment		23,581		17,435		138
Intangible assets(1)(2)(3)		195,966		10,494		2,418
Goodwill		126,881		29,314		4,932
Total assets		374,530		61,169		8,209
Liabilities
Accounts payable		4,973		3,280		220
Accrued expenses and other current liabilities		4,911		876		89
Deferred tax liability		54,393		2,781		459
Total liabilities		64,277		6,937		768
Net assets acquired	$	310,253	$	54,232	$	7,441

Intangible assets include:

(1) Manitoba Harvest: trademarks - $54,688, developed technology - $6,988 and customer relationships - $134,290

(2) Natura: licenses - $10,494

(3) S&S: trademarks - $1,670, patent - $690 and website - $58

Schedule of Final Purchase Price

The final purchase price of the Manitoba Harvest, Natura and S&S acquisitions are calculated as follows:

	Manitoba Harvest		Natura		S&S
Cash paid on closing	$	114,566	$	15,253	$	2,420
Cash paid six months after closing		37,490		—		—
Class 2 common stock issued on closing(1)(2)(5)		96,844		15,099		3,189
Class 2 common stock issued six months after closing (1)		31,866		—		—
Working capital adjustment		280		—		—
Contingent consideration		29,207		20,007		1,812
Fair value of previously held interest (3)		—		1,565		—
Effective settlement of pre-existing debt (4)		—		2,308		—
Subscription rights		—		—		20
Total fair value of consideration transferred	$	310,253	$	54,232	$	7,421

(1) For the acquisition of Manitoba Harvest, 1,209,946 shares of Class 2 common stock were issued on closing and 899,306 shares of Class 2

common stock were issued six months after closing.

(2) For the acquisition of Natura, 180,332 shares of Class 2 common stock were issued on closing.

(3) The fair value of the Company’s previously held interest in Natura on the acquisition date was determined based on the fair value of total

consideration transferred and reflected book value on the acquisition date.

(4) The Company held C$3,000 convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was

effectively settled.

(5) For the acquisition of S&S, 79,289 shares of Class 2 common stock were issued on closing.

Schedule of Pro Forma Information

The unaudited pro forma information for the periods set forth below gives effect to the acquisitions of

Manitoba Harvest, Natura and S&S as if the acquisitions had occurred as of January 1, 2018. This pro forma

information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time:

	Year ended December 31,
	2019			2018
Revenue	$	178,885		$	107,786
Net loss		(325,760	)		(74,444	)
Net loss per share - basic and diluted		(3.24	)		(0.90	)