Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
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:

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 
Net liabilities assumed from SAMA (258)
Net contributions from Business Combination $ 77,635 
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
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)