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Acquisition (Tables) | 6 Months Ended
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Jun. 30, 2022
Business Acquisition [Line Items] |
Pro Forma Information | The following unaudited pro forma information illustrates the impact of the acquisitions on the Company’s net revenue for the three and six months ended June 30, 2021. The acquisitions are reflected in the following pro forma information as if the acquisitions had occurred on January 1, 2021.
|  | Three Months Ended June 30, 2021 |  |  | Six Months Ended June 30, 2021 |
|  | (in thousands) |
Net revenue as reported |  | $ | 68,188 |  |  | $ | 116,324 |
Healing Solutions net revenue (1) |  |  | — |  |  |  | 4,600 |
Squatty Potty net revenue (2) |  |  | 1,466 |  |  |  | 6,024 |
Photo Paper Direct net revenue (3) |  |  | 1,904 |  |  |  | 6,807 |
Net revenue pro forma |  | $ | 71,558 |  |  | $ | 133,755 |
Operating income (loss) as reported |  | $ | 4,468 |  |  | $ | (23,286 | )
Healing Solutions income (1) |  |  | — |  |  |  | 382 |
Squatty Potty income (2) |  |  | 301 |  |  |  | 1,772 |
Photo Paper Direct income (3) |  |  | 281 |  |  |  | 2,114 |
Operating loss pro forma |  | $ | 5,050 |  |  | $ | (19,018 | )
| (1) | In the accompanying condensed consolidated financial statements for the three and six months-ended June 30, 2021, net revenue, as reported, includes $11.7 million and $20.2 million of net revenue, respectively, from this acquisition. For the three and six months-ended June 30, 2021, operating income, as reported, includes $5.1 million and $6.4 million of operating income, respectively, from this acquisition.
| (2) | In the accompanying condensed consolidated financial statements for each of the three and six months-ended June 30, 2021, net revenue, as reported, includes $2.2 million of net revenue from this acquisition. For each of the three and six months-ended June 30, 2021, operating income, as reported, includes $0.7 million of operating income from this acquisition.
| (3) | In the accompanying condensed consolidated financial statements for each of the three and six months-ended June 30, 2021, net revenue, as reported, includes $3.1 million of net revenue from this acquisition. For each of the three and six months-ended June 30, 2021, operating income, as reported, includes $0.6 million of operating income from this acquisition.
Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities | The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of December 31, 2021 (in thousands):
|  | December 31, 2021 |
|  | Smash Assets |  |  | Healing Solutions |  |  | Squatty Potty |  |  | Photo Paper Direct |  |  | Total |
Balance—January 1, 2021 |  | $ | 22,531 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 22,531 |
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares |  |  | — |  |  |  | 16,558 |  |  |  | 3,502 |  |  |  | 911 |  |  |  | 20,971 |
Change in fair value of contingent earn-out liabilities |  |  | (17,291 | ) |  |  | (12,808 | ) |  |  | 481 |  |  |  | (911 | ) |  |  | (30,529 | )
Payment of contingent earn-out liability (1) |  |  | — |  |  |  | (3,750 | ) |  |  | — |  |  |  | — |  |  |  | (3,750 | )
Balance—December 31, 2021 |  | $ | 5,240 |  |  | $ | — |  |  | $ | 3,983 |  |  | $ | — |  |  | $ | 9,223 |
(1) The $3.8 million payment relating to Healing Solutions earn-out was made with 1.4 million of the Company's common stock in November 2021. This resulted in a settlement charge of $4.2 million due to the difference of fair value of the shares issued on the settlement date versus the fair value of the earn-out on the date of the settlement. The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of June 30, 2022 (in thousands):
|  | June 30, 2022 |
|  | Smash Assets |  |  | Healing Solutions |  |  | Squatty Potty |  |  | Photo Paper Direct |  |  | Total |
Balance—December 31, 2021 |  | $ | 5,240 |  |  | $ | — |  |  | $ | 3,983 |  |  | $ | — |  |  | $ | 9,223 |
Change in fair value of contingent earn-out liabilities |  |  | (4,466 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,466 | )
Payment of contingent earn-out liability |  |  | — |  |  |  | — |  |  |  | (3,983 | ) |  |  | — |  |  |  | (3,983 | )
Balance—June 30, 2022 |  | $ | 774 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 774 |
Healing Solutions LLC |
Business Acquisition [Line Items] |
Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date | The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date:
|  | Amount allocated |
|  | (in thousands) |
Cash purchase price |  | $ | 15,280 |
1,387,759 shares of Common Stock issued at the Closing |  |  | 39,454 |
Seller note for inventory |  |  | 5,285 |
Estimated earnout liability |  |  | 11,273 |
Total consideration to be paid |  | $ | 71,292 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows:
|  | Total |
|  | (in thousands) |
Inventory |  | $ | 8,215 |
Working Capital |  |  | 202 |
Trademarks (10 year useful life) |  |  | 22,900 |
Goodwill |  |  | 39,975 |
Net assets acquired |  | $ | 71,292 |
Squatty Potty, LLC |
Business Acquisition [Line Items] |
Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date | The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date:
|  | Amount |
|  | allocated |
|  | (in thousands) |
Cash purchase price |  | $ | 19,040 |
Transition services payments |  |  | 8,231 |
Estimated earnout liability |  |  | 3,502 |
Total consideration |  | $ | 30,773 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows:
|  | Total |
|  | (in thousands) |
Inventory |  | $ | 1,471 |
Working Capital |  |  | 230 |
Trademarks (10 year useful life) |  |  | 6,500 |
Customer relationships |  |  | 5,700 |
Goodwill (1) |  |  | 16,872 |
Net assets acquired |  | $ | 30,773 |
(1) | Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Squatty Potty products into the Company’s existing sales channel.
Photo Paper Direct Ltd. |
Business Acquisition [Line Items] |
Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date | The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date:
|  | Amount |
|  | allocated |
|  | (in thousands) |
Cash purchase price | $ |  | 8,293 |
704,548 shares of common stock issued |  |  | 11,075 |
Working capital adjustment |  |  | 5,338 |
Estimated earnout liability |  |  | 911 |
Total consideration | $ |  | 25,617 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows:
|  | Total |
|  | (in thousands) |
Inventory | $ |  | 2,846 |
PP&E |  |  | 86 |
Real Property |  |  | 848 |
Working Capital |  |  | 2,144 |
Trademarks (10 year useful life) |  |  | 5,400 |
Goodwill (1) |  |  | 15,774 |
Deferred tax liability (2) |  |  | (1,481 | )
Net assets acquired | $ |  | 25,617 |
| (1) | Estimate based on preliminary purchase price and most recent book values of tangible assets and prior to any deferred tax assets/liabilities. Subject to change based on the actual closing balance sheet and any purchase accounting adjustments. Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Photo Paper Direct products into the Company’s existing sales channels.
| (2) | A measurement period adjustment was recorded that resulted in a deferred tax liability of $1.5 million, and corresponding increase in goodwill.

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