Whole Earth Brands, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)

6 Months Ended

Jun. 30, 2020

Summary of preliminary purchase consideration

The following summarizes the preliminary purchase consideration (in thousands):


Base cash consideration	$	387,500
Closing adjustment estimate		9,316
Total Purchase Price	$	396,816

Summary of preliminary allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed

The Company preliminarily 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	$	10,062
Accounts receivable		47,278
Inventories		109,095
Prepaid expenses and other current assets		12,819
Property, plant and equipment, net		21,960
Operating lease right-of-use assets		15,216
Intangible assets		157,450
Deferred tax assets, net		1,202
Other assets		986
Total assets acquired		376,068
Accounts payable		18,993
Accrued expenses and other current liabilities		35,747
Current portion of operating lease liabilities		3,007
Operating lease liabilities, less current portion		12,208
Deferred tax liabilities, net		23,974
Other liabilities		16,432
Total liabilities assumed		110,361
Net assets acquired		265,707
Goodwill		131,109
Total Purchase Price	$	396,816

Summary of preliminary values allocated to identifiable intangible assets and their estimated useful lives


	Fair Value		Useful life
Identifiable intangible assets	(in thousands)		(in Years)
Customer relationships	$	52,720	0.5 to 10
Tradenames		97,030	25
Product formulations		7,700	Indefinite
	$	157,450

Summary of unaudited pro forma financial information summarizes the combined results of operations for the Company as though the Acquisition had occurred on January 1, 2019

Pro Forma Financial Information—The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Acquisition had occurred on January 1, 2019 (in thousands):


	Pro Forma
	Statements of Operations
	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Revenue	$	66,834	$	68,993	$	132,806	$	139,294
Net (loss) income	$	(3,759)	$	(1,576)	$	(33,849)	$	8,160