Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Summary of Purchase Consideration
The following summarizes the purchase consideration (in thousands):
Base cash consideration $ 180,000 
Closing adjustment 13,863 
Fair value of Earn-Out Amount 52,395 
Total Purchase Price $ 246,258 
Summary of Allocation of the Purchase Price to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed
The Company recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands):
Cash and cash equivalents $ 2,664 
Accounts receivable 15,868 
Inventories 76,879 
Prepaid expenses and other current assets 1,322 
Property, plant and equipment, net 3,134 
Operating lease right-of-use assets 7,585 
Intangible assets 104,500 
Other assets 1,189 
Total assets acquired 213,141 
Accounts payable 5,251 
Accrued expenses and other current liabilities 10,576 
Current portion of operating lease liabilities 1,435 
Operating lease liabilities, less current portion 6,150 
Deferred tax liabilities, net 24,234 
Total liabilities assumed 47,646 
Net assets acquired 165,495 
Goodwill 80,763 
Total Purchase Price $ 246,258 
Summary of Values Allocated to Identifiable Intangible Assets and Their Estimated Useful Lives
The values allocated to identifiable intangible assets and their estimated useful lives are as follows:
Identifiable intangible assets
Fair Value
(in thousands)
Useful Life
(in years)
Customer relationships $ 55,700  10
Tradenames 48,800  25
$ 104,500 
Summary of Pro Forma Financial Information The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combination and the acquisition of Swerve, L.L.C. (“Swerve LLC”), and Swerve IP, L.L.C. (“Swerve IP” and together with Swerve LLC, “Swerve”) on November 10, 2020 had occurred on January 1, 2019 and the Wholesome acquisition had occurred on January 1, 2020 (in thousands):
Pro Forma
Statements of Operations
Year Ended December 31, 2021
Revenue $ 514,353 
Net income
$ 14,082