Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.22.1
Acquisitions
 3 Months Ended
Mar. 31, 2022
Business Combinations [Abstract]  
Acquisitions
Note 4 – Acquisitions
Acquisition of MPX New Jersey LLC
On February 1, 2022, the Company’s wholly-owned subsidiary, iAnthus New Jersey, LLC (“INJ”), closed on its acquisition of MPX NJ, a New Jersey-based entity with a New Jersey medical cannabis permit.
The acquisition consisted of INJ exercising its right to convert the principal balance of the loan and accrued interest owed pursuant to its loan agreement
 
of $4.6 million into a 99% equity interest in MPX NJ. In addition, pursuant to an option agreement
,
INJ exercised its option to acquire the remaining 1% of MPX NJ for nominal consideration. The transaction with MPX NJ is a related party transaction due to the fact that Elizabeth Stavola, a former officer and director of iAnthus, is a former officer, director and majority owner of MPX NJ. The Company acquired MPX NJ to use its
permit
to
build-out
cultivation, production and retail operations within the state of New Jersey. The Company expects this acquisition to help establish a larger national footprint within the United States.
This transaction was treated as an asset acquisition under U.S. GAAP as substantially all of the fair value of the gross assets acquired were deemed to be associated with the acquired cultivation, production and retail licenses recognized as intangible assets in the table below.
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed:
 
Consideration
         
Cash
    $ 1  
Settlement of
pre-existing
relationships
      19,193  
    
 
 
  
Fair value of consideration
   
$
19,194
 
    
 
 
  
Assets acquired and liabilities assumed
         
Cash
    $ 5  
Fixed assets
      100  
Other
non-current
assets
      15  
Intangible assets
      19,100  
Accounts payable
      (15 ) 
Accrued and other current liabilities
      (11 ) 
    
 
 
  
Net assets acquired
   
$
19,194
 
    
 
 
  
The Company has determined that this acquisition is an asset acquisition under
ASC
805 Business Combinations whereby the total consideration is allocated to the acquired net tangible and intangible assets based on their estimated fair values as of the closing date. The Company determined the fair value of the net identifiable assets received from the asset acquisition was a more reliable measurement of the assets exchanged as part of this asset acquisition. The Company concluded that the consideration included a nonmonetary component of $14.5 million as noncash consideration exchanged for the net identifiable assets received from MPX NJ. The related tax impact of $4.1 million was netted against this gain. As a result, the Company recorded a $10.5 million gain within other income on the unaudited interim condensed consolidated statement of operations for the three months ended March 31, 2022.
Operating results have been included in these unaudited interim condensed consolidated financial statements from the date of the acquisition. Supplemental pro forma financial information has not been presented as the impact was not material to the Company’s unaudited interim condensed consolidated financial statements. The Company recorded acquisition costs of $0.2 million and $Nil within selling, general and administrative expenses on the unaudited interim condensed consolidated statement of operations for the three months ended March 31, 2022 and 2021, respectively.