ACQUISITION

3 Months Ended

Mar. 31, 2022

S'well

On March 2, 2022, the Company acquired certain assets of Can't Live Without It, LLC. (dba S'well Bottle and which the Company refers to as “S'well”). The Company paid consideration of $18.0 million in cash upon closing of the transaction, subject to working capital adjustments. The transaction also includes up to $5.0 million in contingent consideration, subject to the acquired brand reaching certain milestones.

The purchase price was comprised of the following (in thousands):


Cash paid	$	17,977
Value of contingent consideration	650
Total purchase price	$	18,627

The value of contingent consideration represents the present value of estimated contingent payments of $0.7 million, related to the attainment of certain gross contribution targets for the year 2024. The maximum undiscounted contingent consideration to be paid under the agreement is $5.0 million.

The purchase price was allocated based on the Company’s preliminary estimate of the fair values of the assets acquired and liabilities assumed, as follows (in thousands):


	Purchase Price Allocation
Accounts receivable	$	2,280
Inventory	3,845

Intangible assets	13,000
Goodwill	3,102
Accounts payable and accrued expenses	(3,600)
Total allocated value	$	18,627

The acquisition is being accounted for as a business combination using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations (“ASC Topic 805”), which established a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value. ASC Topic 805 allows the acquiring company to adjust preliminary amounts recognized at the acquisition date to their subsequently determined final fair values during a measurement period, generally up to one year from the date of the acquisition. The fair values of net assets acquired are based on the Company’s preliminary estimate of the respective fair values. The preliminary estimated fair values that are not yet finalized relate to the valuation of accounts receivable, inventory, accounts payable, accrued expenses, intangibles, deferred taxes and valuation of the contingent consideration.

The goodwill recognized results from such factors as assembled workforce and the value of other synergies expected from combining operations with the Company. The associated goodwill is deductible for tax purposes. Goodwill and the trade name intangible asset are included in the U.S. segment. The trade name intangible asset is amortized on a straight-line basis over its estimated useful life of 12 years (see Note 6).

The condensed consolidated statement of operations for the three months ended March 31, 2022 includes $0.9 million of net sales attributable to the S'well brand.

Year & Day

On February 26, 2021, the Company acquired the business and certain assets of Year & Day, a designer and distributor of ceramic dinnerware, stainless steel flatware and Italian glassware for cash in the amount of $0.2 million. The assets and operating results of the Year & Day brand are reflected in the Company’s condensed consolidated financial statements in accordance with ASC Topic No. 805, Business Combinations, commencing from the acquisition date. The purchase price was allocated based on the fair values of the assets acquired which consisted of inventory of $0.3 million and liabilities assumed of $0.1 million.