Clever Leaves Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

BUSINESS COMBINATIONS (Tables)

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2020

Schedule Of Reconciliation Of Elements Of Business Combination

The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of shareholders’ equity for the year ended December 31, 2020:


	Recapitalization
	(Restated) (a)
Cash - SAMA trust and cash, net of redemptions	$	86,644

Cash - SAMA PIPE	6,000
Non-cash PIK	(2,881)
Cash assumed from SAMA	698


Cash consideration to certain Clever Leaves shareholders	(3,057)
Less: transaction costs and advisory fees	(13,895)
Net Business Combination	$	73,509
Non-cash PIK	2,881
Deferred issuance costs	1,503
Warrant liability (a)	(29,841)
Net liabilities assumed from SAMA	(258)

Net contributions from Business Combination	$	47,794

(a) Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company's financial statements.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The Company accounted for the acquisition as a business combination and, accordingly, the

total consideration of $13,429 was recorded based on the respective estimated fair values of the net assets acquired on the acquisition date with resulting goodwill, as follows:


	Amounts recognized at April 30, 2019
Current assets	$	293
Inventory	4,640
Capital assets	9
Intangible – Customer contract	925
Intangible – Customer relationships	1,000
Intangible – Customer list	650
Intangible – Brand name	4,500
Intangible – Product formulations	16
Goodwill	1,682
Total assets acquired	13,715
Current liabilities	286
Total liabilities acquired	286
Total consideration transferred	$	13,429

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The intangible assets acquired based on the estimate of the fair values of the identifiable intangible assets were as follows:


	Amounts recognized at April 30, 2019		Weighted-Average Remaining Useful Life at April 30, 2019 (in years)
Finite-lived intangible assets:
Customer contracts	$	925	8.7
Customer relationships	1,000		5.6
Customer list	650		5.0
Brand	4,500		10.0
Product formulations	16		5.0
Total finite-lived intangible	$	7,091

Schedule of Business Acquisition, Pro Forma Information

The following table presents the Company’s pro forma consolidated net sales and loss from operations, before income taxes for the year ended December 31, 2019. The unaudited pro forma results include the historical consolidated statements of operations of the Company and Herbal Brands, giving effect to the Herbal Brands acquisition and related financing transactions as if they had occurred at the beginning of the earliest period presented.


Unaudited Pro Forma Results	Unaudited Pro-Forma Results Year Ended December 31, 2019
Net Sales	$	12,774
Loss from operations, before income taxes	$	(43,432)