Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On July 1, 2021, the Company purchased the assets of Aqua Serene, Inc., ("Aqua Serene") an Oregon corporation which consists of an indoor/outdoor garden center with stores in Eugene and Ashland, Oregon.
−Removed: The total consideration for the purchase was $11.7 million, including approximately $9.9 million in cash and 46,554 shares of common stock valued at approximately $1.8 million.
−Removed: On August 23, 2021, the Company purchased the assets of Commercial Grow Supply, Inc.
−Removed: ("CGS"), a hydroponic superstore located in Santa Clarita, California.
−Removed: The total consideration for the purchase was $7.2 million, including approximately $6.0 million in cash and common stock valued at approximately $1.3 million.
−Removed: On October 12, 2021, the Company purchased the assets of All Seasons Gardening, an indoor-outdoor garden supply center specializing in hydroponics systems, lighting, and nutrients.
−Removed: All Seasons Gardening is the largest hydroponics retailer in New Mexico.
−Removed: The total consideration for the purchase was $1.0 million, including approximately $0.7 million in cash and common stock valued at approximately $0.3 million.
+Added: On February 1, 2022, the Company purchased all of the assets of Horticultural Rep Group, Inc.
+Added: (“HRG”), a specialty marketing and sales organization of horticultural products based in Ogden, Utah.
+Added: The total consideration for the purchase of HRG was approximately $13.4 million, including $6.8 million in cash and common stock valued at $5.7 million.
+Added: The Asset Purchase Agreement also provides for an indemnity holdback to be settled in common stock of the Company valued at $0.9 million.
+Added: Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
+Added: HRG is included in our Distribution and other segment.
+Added: The Company's preliminary estimates of fair values of the net assets acquired are based on the information that was available at the date of the acquisition, and the Company is continuing to evaluate the underlying inputs and assumptions used in its valuations.
The above issuances were made by the Company pursuant to registration exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
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