Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Acquisitions

Summary of changes in the contingent consideration account balance

	HMS		MEOT		EMMAC		Los Sueños		Sapphire		Four20		Tryke		Total
Carrying amount, December 31, 2020	$	1,854	$	44	$	-	$	-	$	-	$	-	$	-	$	1,898
Contingent consideration recognized on acquisition		-		-		36,363		2,690		-		-		-		39,053
Revaluation of contingent consideration		(1,854)		-		-		-		-		-		-		(1,854)
Difference in exchange		-		-		(1,103)		-		-		-		-		(1,103)
Carrying amount, December 31, 2021		-		44		35,260		2,690		-		-		-		37,994
Contingent consideration recognized on acquisition		-		-		-		-		2,071		4,406		9,225		15,702
Payments of contingent consideration		-		-		(8,744)		1		-		-		-		(8,743)
Revaluation of contingent consideration		1,854		-		(4,714)		(2,689)		2,038		-		(915)		(4,426)
Difference in exchange		-		-		(3,309)		-		(214)		284		-		(3,239)
Gain on contingent consideration not paid		-		(44)		(8,133)		(2)		-		-		-		(8,179)
Carrying amount, December 31, 2022		1,854		-		10,360		-		3,895		4,690		8,310		29,109
Less: current portion		(1,854)		-		(10,360)		-		(3,895)		(2,428)		-		(18,537)
Non-current contingent consideration liability	$	-	$	-	$	-	$	-	$	-	$	2,262	$	8,310	$	10,572

Bloom Dispensaries

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Cash	$	18,821
Accounts receivable, net		804
Prepaid expenses and other current assets		381
Inventory		3,694
Property, plant and equipment, net		5,225
Right-of-use assets		14,265
Other assets		122
Licenses		174,770
Trade name		2,230
Non-compete agreements		1,260
Goodwill		60,680
Deferred tax liabilities		(42,713)
Liabilities assumed		(25,315)
Net assets acquired	$	214,224
Consideration paid in cash, net of working capital adjustments	$	68,791
Note payable		145,433
Total consideration	$	214,224
Cash outflow, net of cash acquired	$	49,970

Sapphire Medial Clinics Limited

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Cash	$	45
Accounts receivable, net		139
Prepaid expenses and other current assets		36
Other assets		40
Licenses		17,181
Deferred tax liabilities		(3,264)
Liabilities assumed		(5,417)
Net assets acquired	$	8,760
Consideration paid in cash	$	6,689
Contingent consideration payable		2,071
Total consideration	$	8,760
Cash outflow, net of cash acquired	$	6,643

NRPC Management, LLC

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Accounts receivable, net	$	2
Inventory		185
Licenses		21,448
Deferred tax liabilities		(5,555)
Liabilities assumed		(3,318)
Net assets acquired	$	12,762
Consideration paid in cash, net of working capital adjustments	$	9,927
Equity consideration		835
Deferred consideration		2,000
Total consideration	$	12,762
Cash outflow	$	9,927

Broad Horizon Holdings, LLC

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Cash	$	5,498
Accounts receivable, net		176
Prepaid expenses and other current assets		176
Inventory		2,605
Property, plant and equipment, net		2,105
Right-of-use assets		1,420
Other assets		114
Liabilities assumed		(9,712)
Gain on change in control	$	2,382

Pueblo West Organics

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Cash	$	58
Accounts receivable, net		9
Prepaid expenses and other current assets		56
Inventory		379
Property, plant and equipment, net		358
Right-of-use assets		1,611
Licenses		5,803
Deferred tax liabilities		(348)
Liabilities assumed		(1,892)
Net assets acquired	$	6,034
Consideration paid in cash, net of working capital adjustments	$	6,034
Cash outflow, net of cash acquired	$	5,976

Four20 Pharma GmbH

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Cash	$	7
Accounts receivable, net		1,083
Prepaid expenses and other current assets		311
Inventory		1,004
Property, plant and equipment, net		768
Right-of-use assets		437
Other assets		55
Licenses		24,790
Trade name		4,133
Goodwill		12,945
Deferred tax liabilities		(9,484)
Liabilities assumed		(3,753)
Net assets acquired	$	32,296
Consideration paid in cash	$	9,899
Equity consideration		3,458
Contingent consideration payable		4,406
Non-controlling interest		14,533
Total consideration	$	32,296
Cash outflow, net of cash acquired	$	9,892

Tryke Companies

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Cash	$	5,428
Accounts receivable, net		958
Prepaid expenses and other current assets		988
Inventory		24,030
Property, plant and equipment, net		21,538
Right-of-use assets		47,957
Other assets		4,264
Licenses		73,330
Trade name		3,270
Non-compete agreements		1,750
Goodwill		38,155
Deferred tax liabilities		(2,831)
Liabilities assumed		(57,679)
Net assets acquired	$	161,158
Cash consideration, net of working capital adjustments	$	24,248
Equity consideration		11,666
Deferred consideration classified as a liability		56,730
Deferred consideration classified as equity		59,289
Contingent consideration payable		9,225
Total consideration	$	161,158
Cash outflow, net of cash acquired	$	18,820

EMMAC Life Sciences Limited

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Cash	$	1,490
Accounts receivable, net		3,393
Prepaid expenses and other current assets		535
Inventory		7,101
Property, plant and equipment, net		7,549
Right-of-use assets		4,360
Other assets		9,848
Licenses		228,442
Trade name		11,156
Non-compete agreements		3,294
Know How		119
Goodwill		64,252
Deferred tax liabilities		(49,853)
Liabilities assumed		(24,134)
Net assets acquired	$	267,552
Consideration paid in cash	$	45,211
Equity consideration		185,978
Contingent consideration payable		36,363
Total consideration	$	267,552
Cash outflow, net of cash acquired	$	43,721

Maryland Compassionate Care and Wellness, LLC

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Cash	$	11,976
Accounts receivable, net		2,424
Prepaid expenses and other current assets		66
Inventory		5,714
Property, plant and equipment, net		19,448
Right-of-use assets		726
Other assets		689
Licenses		112,460
Goodwill		20,346
Deferred tax liabilities		(33,235)
Liabilities assumed		(8,382)
Net assets acquired	$	132,232
Prepaid acquisition consideration from Grassroots Acquisition	$	132,232
Cash outflow, net of cash acquired	$	120,256

Los Suenos Farms, LLC and its related entities

Acquisitions

Summary of fair value of the assets acquired and liabilities assumed as of the acquisition date and an allocation of the consideration to net assets acquired

Cash	$	1,121
Accounts receivable, net		1,003
Prepaid expenses and other current assets		38
Inventory		12,036
Property, plant and equipment, net		8,975
Right-of-use assets		2,043
Other assets		20
Licenses		1,200
Non-compete agreements		140
Know How		3,020
Customer List		500
Goodwill		32,324
Deferred tax liabilities		(2,870)
Liabilities assumed		(3,391)
Net assets acquired	$	56,159
Consideration paid in cash	$	20,582
Cash payoff of notes		9,438
Equity consideration		23,449
Contingent consideration payable		2,690
Total consideration	$	56,159
Cash outflow, net of cash acquired	$	19,461