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)

9 Months Ended

Sep. 30, 2020

Summary of preliminary purchase consideration

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


Base cash consideration	$	387,500
Closing adjustment estimate	(764)
Total Purchase Price	$	386,736

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	46,959
Inventories	106,436
Prepaid expenses and other current assets	2,461
Property, plant and equipment, net	39,814
Operating lease right-of-use assets	12,541
Intangible assets	147,650
Deferred tax assets, net	1,202
Other assets	1,585
Total assets acquired	368,710
Accounts payable	19,356
Accrued expenses and other current liabilities	35,728
Current portion of operating lease liabilities	3,007
Operating lease liabilities, less current portion	12,208
Deferred tax liabilities, net	21,082
Other liabilities	15,467
Total liabilities assumed	106,848
Net assets acquired	261,862
Goodwill	124,874
Total Purchase Price	$	386,736

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

The preliminary 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	$	44,640	0.5 to 10
Tradenames	92,310		25
Product formulations	10,700		Indefinite
	$	147,650

Summary of pro forma financial information

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				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Revenue	$	67,002	$	64,060	$	199,808	$	203,354
Net income (loss)	$	4,971	$	5,037	$	(20,350)	$	4,317