Annual report pursuant to Section 13 and 15(d)

BUSINESS COMBINATION (Tables)

v3.22.0.1
BUSINESS COMBINATION (Tables)
12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Summary of 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 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
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 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 $ 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
Year Ended
December 31, 2021 December 31, 2020
Revenue $ 514,353  $ 499,652 
Net income (loss) $ 14,082  $ (38,266)