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ACQUISITIONS

12 Months Ended

Dec. 31, 2023

ACQUISITIONS

2. ACQUISITIONS

Bang Energy

On July 31, 2023, a subsidiary of the Company, Blast Asset Acquisition LLC, completed its acquisition of substantially all of the assets of Vital Pharmaceuticals, Inc. and certain of its affiliates (collectively, “Bang Energy”) (the “Bang Transaction”). The acquired assets primarily include the Bang Energy® drinks business and a beverage production facility in Phoenix, AZ.

The Company accounted for the Bang Transaction in accordance with FASB ASC 805. Under the acquisition method of accounting, the Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. During the year ended December 31, 2023, in connection with the Bang Transaction, the Company recorded a gain of $45.4 million in interest and other income (expense), net within the consolidated statements of income and reported within the Corporate and Unallocated segment (the “Bang Transaction Gain”). During the year ended December 31, 2023, the Company incurred $16.1 million of acquisition costs related to the Bang Transaction. Acquisition costs are included in operating expenses within the consolidated statements of income.

The following table summarizes the final fair value allocations of the Bang Transaction:


		Identifiable
		Assets
		Acquired and
		(Liabilities)				Consideration
		Assumed			Transferred
Intangibles - trademarks (non-amortizing)		$	209,000		$	—
Intangibles - customer relationships (amortizing)			23,000			—
Property and equipment, net			143,200			—
Inventory			30,496			—
Right-of-use assets			12,523			—
Operating lease liabilities			(12,523)			—
Working capital (excluding inventory)			2,871			—
Other			200			—
Cash			—			363,385
Bang Transaction Gain			—			45,382
Total		$	408,767		$	408,767

The Company determined the fair values as follows:

●Trademarks – relief-from-royalty method of the income approach

●Customer relationships – multi-period excess earnings method of the income approach

●Property and equipment – cost approach and market approach

●Inventory – comparative sales method and replacement cost method

●Bang Transaction Gain – residual of net assets acquired less cash consideration transferred

The book value of the working capital (excluding inventory) approximates fair value due to the short-term nature of the accounts.

For tax purposes, the Bang Transaction was recorded as an asset purchase.

In accordance with Regulation S-X, pro forma unaudited condensed financial information for the Bang Transaction has not been provided as the impact of the transaction on the Company’s financial position, results of operations and liquidity was not material.

CANarchy Craft Brewery Collective LLC

On February 17, 2022, the Company completed its acquisition of CANarchy Craft Brewery Collective LLC (“CANarchy”), a craft beer and hard seltzer company, for $329.5 million in cash (net of cash acquired), after certain working capital adjustments (the “CANarchy Transaction”). The Company accounted for the CANarchy Transaction in accordance with FASB ASC 805. Effective January 31, 2024, CANarchy began operating under the name Monster Brewing Company.

In accordance with Regulation S-X, pro forma unaudited condensed financial information for the CANarchy Transaction has not been provided as the impact of the transaction on the Company’s financial position, results of operations and liquidity was not material.