3Q22 Investor Update
GVB ACQUISTION
Q3 '22 purchase price allocation - May 13, 2022 acquisition date
(in millions)
Current assets, excluding inventory
Inventory
Other assets
Property, plant & equipment and ROU lease asset
Goodwill
Tradename
Customer lists
Accounts payable and accrued expenses
Leases and other liabilities
Deferred tax liability
Bridge loan
Fair value of net assets acquired
Adjusted 3Q '22
$ 3.4
$5.3
$ 0.5
$ 12.6
$ 33.7
$ 4.6
$5.8
($ 2.9)
($ 2.6)
($ 2.7)
($ 4.3)
$53.4
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22ND CENTURY GROUP
During 3Q '22, the fair values of assets acquired and liabilities assumed were adjusted to reflect ongoing acquisition valuation analysis
procedures of property and equipment, intangible assets, deferred taxes, and working capital adjustments. These adjustments resulted in a
combined reduction to goodwill of $10.5M.
The amounts reported are considered provisional as the Company is finalizing the valuations that are required to allocate the purchase price
through the measurement period, which remains open as of September 30, 2022. As a result, the allocation of the provisional purchase price
may change in the future, which could be material.
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