| Schedule of Preliminary Purchase Consideration |
The following summarizes the purchase consideration (in thousands):
|
|
|
|
|
|
| Base cash consideration |
$ |
387,500 |
|
| Closing adjustment |
(764) |
|
| Total Purchase Price |
$ |
386,736 |
|
The following summarizes the purchase consideration (in thousands):
|
|
|
|
|
|
| Base cash consideration |
$ |
80,000 |
|
| Closing adjustment |
(968) |
|
| Total Purchase Price |
$ |
79,032 |
|
The following summarizes the preliminary 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 Preliminary 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 |
$ |
10,062 |
|
| Accounts receivable |
45,769 |
|
| Inventories |
106,436 |
|
| Prepaid expenses and other current assets |
2,461 |
|
| Property, plant and equipment, net |
43,554 |
|
| Operating lease right-of-use assets |
12,541 |
|
| Intangible assets |
148,750 |
|
| Deferred tax assets, net |
1,065 |
|
| Other assets |
1,398 |
|
| Total assets acquired |
372,036 |
|
| Accounts payable |
18,590 |
|
| Accrued expenses and other current liabilities |
35,063 |
|
| Current portion of operating lease liabilities |
3,007 |
|
| Operating lease liabilities, less current portion |
12,208 |
|
| Deferred tax liabilities, net |
24,630 |
|
| Other liabilities |
16,227 |
|
| Total liabilities assumed |
109,725 |
|
| Net assets acquired |
262,311 |
|
| Goodwill |
124,425 |
|
| Total Purchase Price |
$ |
386,736 |
|
The Company recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands):
|
|
|
|
|
|
|
|
| Accounts receivable |
$ |
3,223 |
|
| Inventories |
6,824 |
|
| Prepaid expenses and other current assets |
223 |
|
| Property, plant and equipment, net |
143 |
|
| Operating lease right-of-use assets |
76 |
|
| Intangible assets |
36,300 |
|
|
|
| Other assets |
3 |
|
| Total assets acquired |
46,792 |
|
| Accounts payable |
3,477 |
|
| Accrued expenses and other current liabilities |
288 |
|
| Current portion of operating lease liabilities |
48 |
|
| Operating lease liabilities, less current portion |
28 |
|
|
|
|
|
| Total liabilities assumed |
3,841 |
|
| Net assets acquired |
42,951 |
|
| Goodwill |
36,081 |
|
| Total Purchase Price |
$ |
79,032 |
|
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 |
$ |
2,664 |
|
| Accounts receivable |
15,868 |
|
| Inventories |
78,522 |
|
| Prepaid expenses and other current assets |
1,271 |
|
| 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 |
214,733 |
|
| 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 |
26,685 |
|
|
|
| Total liabilities assumed |
50,097 |
|
| Net assets acquired |
164,636 |
|
| Goodwill |
81,622 |
|
| Total Purchase Price |
$ |
246,258 |
|
|
| Summary of Preliminary 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 |
|
$ |
47,359 |
|
|
0.5 to 10 |
| Tradenames |
|
90,691 |
|
|
25 |
| Product formulations |
|
10,700 |
|
|
Indefinite |
|
|
$ |
148,750 |
|
|
|
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 |
$ |
3,200 |
|
|
10 |
| Tradenames |
33,100 |
|
|
25 |
|
$ |
36,300 |
|
|
|
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 |
$ |
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 Swerve acquisition had occurred on January 1, 2019 and the Wholesome acquisition had occurred on January 1, 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
Statements of Operations |
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2021 |
|
September 30, 2020 |
|
September 30, 2021 |
|
September 30, 2020 |
| Revenue |
$ |
128,941 |
|
|
$ |
120,968 |
|
|
$ |
381,639 |
|
|
$ |
367,150 |
|
| Net income (loss) |
$ |
9,613 |
|
|
$ |
5,272 |
|
|
$ |
13,928 |
|
|
$ |
(38,626) |
|
|