BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Tables)
|
12 Months Ended |
Dec. 31, 2021 |
DocHouse Asset Acquisition |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Fair Value |
Cash |
|
i |
|
|
|
$ |
17,477,788 |
Debt Payable |
|
ii |
|
|
|
|
1,934,964 |
Shares Issued |
|
iii |
|
128,265 |
|
|
2,083,450 |
|
|
|
|
|
|
|
|
Total |
|
|
|
128,265 |
|
$ |
21,496,202 |
4. BUSINESS COMBINATION AND ASSET ACQUISITIONS (Continued)
DocHouse Asset Acquisition (continued)
Pursuant to the terms of the Definitive Agreement (“DocHouse Agreement”), Ayr satisfied the purchase price of $21.5 million for DocHouse through the following:
|
i. |
$17.5 million of the DocHouse purchase price in the form of cash consideration, of which $12.4 million was paid on closing, $3.0 million was paid within three months, and $2.1 million was paid within six months of closing; |
|
ii. |
$1.9 million of the DocHouse purchase price in the form of promissory notes payables; and |
|
iii. |
$2.1 million of the DocHouse purchase price in the form of 128,265 Subordinate Shares of the Company. These shares have restrictions on their ability to be sold for six to twelve months (the “DocHouse Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and a 12.5% discount rate attributed to the contractual restrictions.
|
|
PA Natural Acquisition |
|
Disclosure of detailed information about business combination [line items] |
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Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed |
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|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Fair Value |
Cash |
|
i |
|
|
|
$ |
36,497,692 |
Debt Payable |
|
ii |
|
|
|
|
25,000,000 |
Shares Issued |
|
iii |
|
814,329 |
|
|
19,216,937 |
Contingent Consideration |
|
iv |
|
|
|
|
39,041,245 |
|
|
|
|
|
|
|
|
Total |
|
|
|
814,329 |
|
$ |
119,755,874 |
Pursuant to the terms of the Definitive Agreement (“PA Natural Agreement”), Ayr satisfied the purchase price of $119.8 million for PA Natural through the following:
|
i. |
$36.5 million of the PA Natural purchase price in the form of cash consideration and settlement of the final working capital which is deemed immaterial; |
|
ii. |
$25.0 million of the PA Natural purchase price in the form of a promissory note payable; |
4. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Continued)
PA Natural Business Combination (continued)
|
iii. |
$19.2 million of the PA Natural purchase price in the form of 814,329 Exchangeable Shares, these shares have contractual restrictions on their ability to be sold for four to twelve months (the “PA Natural Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and an 11% discount rate attributed to the contractual restrictions; and |
|
iv. |
A portion of the PA Natural purchase price is derived from an earn-out provision through December 31, 2021 based on adjusted earnings before interest tax depreciation and amortization (“EBITDA”), a non-GAAP measure, consisting of cash, a promissory note, and Exchangeable Shares, valued through a Monte-Carlo simulation, that may entitle the sellers to earn additional consideration if certain milestones are achieved, see Note 13 for more information. |
|
Schedule of details of the asset acquisition |
|
|
|
|
|
PA Natural |
|
|
$ |
ASSETS ACQUIRED |
|
|
Cash |
|
2,223,523 |
Inventory, net |
|
2,669,998 |
Prepaid expenses and other assets |
|
77,351 |
Intangible assets-licenses/permits |
|
101,000,000 |
Property, plant, and equipment |
|
847,747 |
Right-of-use assets - operating |
|
785,780 |
Deposits |
|
5,600 |
Total assets acquired at fair value |
|
107,609,999 |
|
|
|
LIABILITIES ASSUMED |
|
|
Trade payables |
|
1,991,425 |
Accrued liabilities |
|
317,868 |
Lease liabilities - operating |
|
703,495 |
Total liabilities assumed at fair value |
|
3,012,788 |
|
|
|
Goodwill |
|
15,158,663 |
|
|
|
Consideration transferred |
|
119,755,874 |
|
Q3 2021 |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of details of the asset acquisition |
|
|
|
|
|
|
|
|
|
GSD |
|
Eskar |
|
Total |
|
|
$ |
|
$ |
|
$ |
ASSETS ACQUIRED |
|
|
|
|
|
|
Cash |
|
579,560 |
|
– |
|
579,560 |
Inventory, net |
|
3,237,125 |
|
– |
|
3,237,125 |
Prepaid expenses and other assets |
|
67,449 |
|
– |
|
67,449 |
Intangible assets - licenses/permits |
|
172,000,000 |
|
– |
|
172,000,000 |
Intangible assets - host community agreements |
|
– |
|
1,000,000 |
|
1,000,000 |
Property, plant, and equipment |
|
30,699,183 |
|
– |
|
30,699,183 |
Right-of-use assets - operating |
|
13,234,034 |
|
– |
|
13,234,034 |
Deposits |
|
193,610 |
|
– |
|
193,610 |
Total assets acquired at fair value |
|
220,010,961 |
|
1,000,000 |
|
221,010,961 |
|
|
|
|
|
|
|
LIABILITIES ASSUMED |
|
|
|
|
|
|
Trade payables |
|
1,658,180 |
|
– |
|
1,658,180 |
Accrued liabilities |
|
444,784 |
|
– |
|
444,784 |
Advance from related parties |
|
22,750,176 |
|
– |
|
22,750,176 |
Lease liabilities - operating |
|
13,025,508 |
|
– |
|
13,025,508 |
Debts payable |
|
3,000,000 |
|
– |
|
3,000,000 |
Total liabilities assumed at fair value |
|
40,878,648 |
|
– |
|
40,878,648 |
|
|
|
|
|
|
|
Goodwill |
|
11,523,843 |
|
– |
|
11,523,843 |
|
|
|
|
|
|
|
Consideration transferred |
|
190,656,156 |
|
1,000,000 |
|
191,656,156 |
|
GSD Business Combination |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Fair Value |
Cash |
|
i |
|
|
|
$ |
41,860,310 |
Debt Payable |
|
ii |
|
|
|
|
29,490,630 |
Shares Issued |
|
iii |
|
1,511,334 |
|
|
29,744,216 |
Contingent Consideration |
|
iv |
|
|
|
|
89,561,000 |
|
|
|
|
|
|
|
|
Total |
|
|
|
1,511,334 |
|
$ |
190,656,156 |
Pursuant to the terms of the Definitive Agreement (“GSD Agreement”), Ayr satisfied the purchase price of $190.7 million for GSD through the following:
i. |
|
$41.9 million of the GSD purchase price in the form of cash consideration and settlement of the final working capital, which is deemed immaterial;
|
4. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Continued)
GSD Business Combination (continued)
ii. |
|
$29.5 million of the GSD purchase price in the form of a promissory note payable;
|
iii. |
|
$29.7 million of the GSD purchase price in the form of 1,511,334 Exchangeable Shares, these shares have contractual restrictions on their ability to be sold for four to twelve months (the “GSD Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and a 9.2% discount rate attributed to the contractual restrictions; and
|
iv. |
|
A portion of the GSD purchase price is derived from an earn-out provision through December 31, 2022, subject to extension, based on exceeding revenue target thresholds, consisting of cash, a promissory note, and Exchangeable Shares, valued through a Monte-Carlo simulation, that may entitle the sellers to earn additional consideration if certain milestones are achieved, see Note 13 for more information. |
|
Q1 2021 |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of details of the asset acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberty |
|
Oasis |
|
Parma |
|
Ohio Medical |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
ASSETS ACQUIRED |
|
|
|
|
|
|
|
|
|
|
Cash |
|
6,650,137 |
|
8,237,240 |
|
– |
|
– |
|
14,887,377 |
Accounts receivable |
|
– |
|
26,125 |
|
– |
|
6,362 |
|
32,487 |
Inventory, net |
|
46,842,186 |
|
10,288,630 |
|
– |
|
313,076 |
|
57,443,892 |
Prepaid expenses and other assets |
|
817,824 |
|
463,825 |
|
– |
|
96,974 |
|
1,378,623 |
Intangible assets - licenses/permits |
|
270,000,000 |
|
220,000,000 |
|
– |
|
11,739 |
|
490,011,739 |
Intangible assets - right-to-use licenses |
|
– |
|
– |
|
13,255,000 |
|
– |
|
13,255,000 |
Property, plant, and equipment |
|
56,745,883 |
|
10,898,530 |
|
3,910,000 |
|
493,239 |
|
72,047,652 |
Right-of-use assets - operating |
|
11,750,150 |
|
15,824,407 |
|
– |
|
3,488,670 |
|
31,063,227 |
Right-of-use assets - finance, net |
|
378,992 |
|
13,095 |
|
– |
|
– |
|
392,087 |
Deposits |
|
619,377 |
|
166,200 |
|
– |
|
252,000 |
|
1,037,577 |
Total assets acquired at fair value |
|
393,804,549 |
|
265,918,052 |
|
17,165,000 |
|
4,662,060 |
|
681,549,661 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES ASSUMED |
|
|
|
|
|
|
|
|
|
|
Trade payables |
|
3,274,256 |
|
2,901,326 |
|
– |
|
– |
|
6,175,582 |
Accrued liabilities |
|
5,383,075 |
|
2,720,381 |
|
– |
|
15,000 |
|
8,118,456 |
Income tax payable |
|
1,818,520 |
|
– |
|
– |
|
– |
|
1,818,520 |
Deferred tax liabilities |
|
71,962,667 |
|
– |
|
– |
|
– |
|
71,962,667 |
Lease liabilities - operating |
|
11,693,248 |
|
15,824,408 |
|
– |
|
3,497,060 |
|
31,014,716 |
Lease liabilities - finance |
|
378,992 |
|
13,095 |
|
– |
|
– |
|
392,087 |
Debts payable |
|
7,479,389 |
|
– |
|
– |
|
– |
|
7,479,389 |
Accrued interest |
|
153,057 |
|
– |
|
– |
|
– |
|
153,057 |
Total liabilities assumed at fair value |
|
102,143,204 |
|
21,459,210 |
|
– |
|
3,512,060 |
|
127,114,474 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
114,682,655 |
|
30,581,041 |
|
– |
|
– |
|
145,263,696 |
|
|
|
|
|
|
|
|
|
|
|
Consideration transferred |
|
406,344,000 |
|
275,039,883 |
|
17,165,000 |
|
1,150,000 |
|
699,698,883 |
|
Liberty Health Sciences |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Fair Value |
Share Capital |
|
i |
|
12,670,958 |
|
$ |
399,499,188 |
Purchase Consideration Payable |
|
ii |
|
75,864 |
|
|
2,391,895 |
Replacement Options Issued |
|
iii |
|
248,412 |
|
|
4,452,917 |
|
|
|
|
|
|
|
|
Total |
|
|
|
12,995,234 |
|
$ |
406,344,000 |
Pursuant to the terms of the Definitive Agreement (“Liberty Agreement”), Ayr satisfied the purchase price of $406.3 million for Liberty through the following:
|
i. |
$399.5 million of the Liberty purchase price in the form of 12,670,958 Subordinate Shares of the Company in a stock-for-stock combination. Liberty shareholders received 0.03683 Ayr shares for each Liberty share held; |
|
ii. |
$2.4 million of the Liberty purchase price in the form of 75,864 Subordinate Shares were issued to dissenting Liberty shareholders who subsequently withdrew their dissent notices. On April 1, 2021, the dissenting Liberty shareholders received 0.03683 Ayr Subordinate Shares for each share held and the Company recognized a gain from fair value adjustment of $102,351, see Note 13; and |
|
iii. |
$4.5 million of the Liberty purchase price in the form of 248,412 replacement options issued that were fully vested. |
|
Oasis |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Fair Value |
Cash |
|
i |
|
|
|
$ |
9,732,751 |
Debt Payable |
|
ii |
|
|
|
|
22,504,885 |
Shares Issued |
|
iii |
|
4,570,434 |
|
|
125,187,247 |
Contingent Consideration |
|
iv |
|
|
|
|
117,615,000 |
|
|
|
|
|
|
|
|
Total |
|
|
|
4,570,434 |
|
$ |
275,039,883 |
4. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Continued)
Oasis Business Combination (continued)
Pursuant to the terms of the Definitive Agreement (“Oasis Agreement”), Ayr satisfied the purchase price of $275.0 million for Oasis through the following:
|
i. |
$9.7 million of the Oasis purchase price in the form of cash consideration;
|
|
ii. |
$22.5 million of the Oasis purchase price in the form of promissory notes payable. The notes are subjected to adjustment based on a final working capital adjustment;
|
|
iii. |
$125.2 million of the Oasis purchase price in the form of 4,570,434 Exchangeable Shares, that are exchangeable on a one-for-one basis into an equal number of Subordinate Shares of the Company. Two million of the Exchangeable Shares are held in escrow and may be payable upon the achievement of established cultivation targets at the facility under development. These shares have restrictions on their ability to be sold for six to eighteen months (the “Oasis Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and a 15% discount rate attributed to the contractual restrictions; and
|
|
iv. |
A portion of the Oasis purchase price is derived from an earn-out provision through December 31, 2022 based on adjusted EBITDA, a non-GAAP measure, consisting of cash and Exchangeable Shares, valued through a Monte-Carlo simulation, that may entitle the sellers to earn additional consideration if certain milestones are achieved, see Note 13 for more information. |
|
Q4 2020 Acquisitions |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of details of the asset acquisition |
|
|
|
|
|
|
|
|
|
DocHouse |
|
CannTech PA |
|
Total |
|
|
$ |
|
$ |
|
$ |
ASSETS ACQUIRED |
|
|
|
|
|
|
Cash |
|
– |
|
2,383,373 |
|
2,383,373 |
Inventory, net |
|
– |
|
254,342 |
|
254,342 |
Prepaid expenses, deposits, and other current assets |
|
– |
|
525,989 |
|
525,989 |
Intangible assets - licenses/permits |
|
13,072,485 |
|
62,099,558 |
|
75,172,043 |
Property, plant, and equipment |
|
11,063,908 |
|
10,596,301 |
|
21,660,209 |
Right-of-use assets - operating |
|
– |
|
11,131,990 |
|
11,131,990 |
Deposits and other assets |
|
– |
|
204,132 |
|
204,132 |
Total assets acquired at fair value |
|
24,136,393 |
|
87,195,685 |
|
111,332,078 |
|
|
|
|
|
|
|
LIABILITIES ASSUMED |
|
|
|
|
|
|
Trade payables |
|
290,512 |
|
715,912 |
|
1,006,424 |
Accrued liabilities |
|
46,330 |
|
262,130 |
|
308,460 |
Advance from related parties |
|
2,303,349 |
|
5,737,455 |
|
8,040,804 |
Lease liabilities - operating |
|
– |
|
11,170,076 |
|
11,170,076 |
Debts payable |
|
– |
|
8,271,432 |
|
8,271,432 |
Total liabilities assumed at fair value |
|
2,640,191 |
|
26,157,005 |
|
28,797,196 |
|
|
|
|
|
|
|
Goodwill |
|
– |
|
3,015,000 |
|
3,015,000 |
|
|
|
|
|
|
|
Consideration transferred |
|
21,496,202 |
|
64,053,680 |
|
85,549,882 |
|
CannTech PA Business Combination |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Fair Value |
Cash |
|
i |
|
|
|
$ |
25,160,864 |
Debt Payable |
|
ii |
|
|
|
|
13,917,181 |
Shares Issued |
|
iii |
|
1,310,041 |
|
|
24,975,635 |
|
|
|
|
|
|
|
|
Total |
|
|
|
1,310,041 |
|
$ |
64,053,680 |
Pursuant to the terms of the Definitive Agreement (“CannTech PA Agreement”), Ayr satisfied the purchase price of $64.1 million for CannTech PA through the following:
|
i. |
$25.2 million of the CannTech PA purchase price in the form of cash consideration and settlement of the final working capital, which is deemed immaterial;
|
|
ii. |
$15.2 million of the CannTech PA purchase price in the form of promissory notes payable. The fair value of the notes on the acquisition date was $13.9 million; and
|
|
iii. |
$25.0 million of the CannTech PA purchase price in the form of 1,310,041 Exchangeable Shares that are exchangeable on a one-for-one basis into an equal number of Subordinate Shares of the Company. These shares have restrictions on their ability to be sold for four to twelve months (the “CannTech PA Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and a 12% discount rate attributed to the contractual restrictions.
|
|