| Schedule of Business Acquisitions, by Acquisition |
The total purchase consideration for the Eyce acquisition consisted of the following:
|
|
|
|
|
|
| (in thousands) |
Purchase Consideration |
| Cash |
$ |
2,403 |
|
| Class A common stock |
2,005 |
|
| Promissory note |
2,503 |
|
| Contingent consideration – payable in cash |
914 |
|
| Contingent consideration – payable in Class A common stock |
914 |
|
| Total purchase consideration |
$ |
8,739 |
|
The total estimated purchase consideration for the KushCo acquisition consisted of the following:
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
Purchase Consideration |
| Class A common stock (1) |
|
$ |
123,491 |
|
| Estimated fair value of assumed warrants |
|
8,423 |
|
| Estimated fair value of replaced equity awards |
|
4,759 |
|
| Greenlane cash payments on behalf of KushCo (2) |
|
12,183 |
|
| Total purchase consideration |
|
$ |
148,856 |
|
(1) Based on approximately 2.4 million shares of Greenlane Class A common stock issued, multiplied by the closing price per share of Greenlane Class A common stock on Nasdaq on August 31, 2021, the acquisition date, of $50.8. (2) Represents cash paid by Greenlane on the acquisition date to extinguish certain debt and other liabilities of KushCo, which were not legally assumed by Greenlane. The total purchase consideration for the DaVinci acquisition consisted of the following:
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
Purchase Consideration |
| Cash |
|
$ |
3,362 |
|
| Class A common stock |
|
3,282 |
|
| Promissory note |
|
5,000 |
|
| 2021 DaVinci Contingent Payment – payable in Class A common stock |
|
2,610 |
|
| Product Launch Contingent Payment – payable in cash |
|
1,169 |
|
| Product Launch Contingent Payment – payable in Class A common stock |
|
1,062 |
|
| Total purchase consideration |
|
$ |
16,485 |
|
|
| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The following table summarizes the purchase price allocation and the estimated fair value of the net assets acquired at the date of acquisition.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
Estimated Fair Value
as of Acquisition Date
(as previously reported) |
|
Measurement Period Adjustments |
|
Estimated Fair Value as of Acquisition Date
(as adjusted) |
| Inventory |
$ |
92 |
|
|
$ |
— |
|
|
$ |
92 |
|
| Developed technology |
1,738 |
|
|
— |
|
|
1,738 |
|
| Trade name |
1,294 |
|
|
— |
|
|
1,294 |
|
| Customer relationships |
165 |
|
|
— |
|
|
165 |
|
| Goodwill |
4,840 |
|
|
610 |
|
|
5,450 |
|
| Total purchase consideration |
$ |
8,129 |
|
|
$ |
610 |
|
|
$ |
8,739 |
|
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price allocation (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
Estimated Fair Value
as of Acquisition Date
(as previously reported) |
|
Measurement Period Adjustments |
|
Estimated Fair Value as of Acquisition Date
(as adjusted) |
| Assets acquired |
|
|
|
|
|
| Cash |
$ |
2,302 |
|
|
$ |
— |
|
|
$ |
2,302 |
|
| Accounts receivable |
7,110 |
|
|
— |
|
|
7,110 |
|
| Inventories |
35,112 |
|
|
— |
|
|
35,112 |
|
| Vendor deposits |
7,011 |
|
|
— |
|
|
7,011 |
|
| Other current assets |
8,111 |
|
|
— |
|
|
8,111 |
|
| Property and equipment |
6,200 |
|
|
— |
|
|
6,200 |
|
| Operating lease right-of-use assets |
7,581 |
|
|
— |
|
|
7,581 |
|
| Other assets |
2,896 |
|
|
— |
|
|
2,896 |
|
| Intangible assets – customer relationships |
39,500 |
|
|
— |
|
|
39,500 |
|
| Intangible assets – trademarks |
29,500 |
|
|
— |
|
|
29,500 |
|
| Intangible assets – proprietary design library |
3,100 |
|
|
— |
|
|
3,100 |
|
| Goodwill |
24,314 |
|
|
19 |
|
|
24,333 |
|
| Total estimated assets acquired |
172,737 |
|
|
19 |
|
|
172,756 |
|
| Liabilities assumed |
|
|
|
|
|
| Accounts payable |
5,876 |
|
|
|
|
5,876 |
|
| Accrued expenses and other current liabilities |
6,496 |
|
|
19 |
|
|
6,515 |
|
| Customer deposits |
3,934 |
|
|
|
|
3,934 |
|
| Operating lease liabilities |
7,575 |
|
|
|
|
7,575 |
|
| Total estimated liabilities assumed |
23,881 |
|
|
19 |
|
|
23,900 |
|
| Total estimated purchase price and consideration transferred in the merger |
$ |
148,856 |
|
|
$ |
— |
|
|
$ |
148,856 |
|
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price allocation (in thousands):
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
Estimated Fair Value as of Acquisition Date |
| Assets acquired |
|
|
| Accounts receivable |
|
$ |
94 |
|
| Inventories |
|
1,444 |
|
| Vendor deposits |
|
132 |
|
| Property and equipment |
|
112 |
|
| Intangible assets – customer relationships |
|
1,362 |
|
| Intangible assets – tradenames |
|
2,316 |
|
| Intangible assets – developed technology |
|
2,195 |
|
| Goodwill |
|
9,052 |
|
| Total estimated assets acquired |
|
16,707 |
|
| Liabilities assumed |
|
|
| Accounts payable |
|
59 |
|
| Accrued expenses and other current liabilities |
|
123 |
|
| Customer deposits |
|
40 |
|
| Total estimated liabilities assumed |
|
222 |
|
| Total estimated purchase price and consideration transferred |
|
$ |
16,485 |
|
|
| Business Acquisition, Pro Forma Information |
The following table presents pro forma results for the year ended December 31, 2021 as if our acquisition of Eyce and DaVinci, along with the closing of the merger with KushCo, had occurred on January 1, 2020, and Eyce, DaVinci, and KushCo’s results had been included in our consolidated results beginning on that date (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2021 |
|
|
(unaudited) |
| Net sales |
|
$ |
248,691 |
|
| Cost of sales |
|
221,710 |
|
| Gross profit |
|
26,981 |
|
| Net loss |
|
$ |
(102,685) |
|
|