Acquisition | 10. ACQUISITION Healing Solutions On February 2, 2021 (the “Closing Date”), the Company entered into and closed the Asset Purchase Agreement with Healing Solutions. Pursuant to the Asset Purchase Agreement, the Company purchased and acquired certain assets of Healing Solutions (the “Healing Solutions Assets”) related to Healing Solutions’ retail and e-commerce business under the Healing Solutions’ brands, Tarvol, Sun Essential Oils and Artizen (among others), which primarily sells essential oils through Amazon and other marketplaces (the “Asset Purchase”). The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. As consideration for the Asset Purchase, the Company (i) paid to Healing Solutions $15.3 million in cash (the “Cash Purchase Price”), and (ii) issued 1,387,759 within 60 days of the Closing Date In addition, Healing Solutions will also be entitled to receive 170,042 shares of common stock (up to a maximum of 280,000 shares pursuant to certain terms and valuation at the measurement date) in respect of certain inventory. The shares will be issued to Healing Solutions following the final determination of inventory values pursuant to the terms of the Asset Purchase Agreement, which determination is expected to occur approximately nine to ten months following the Closing Date and such shares will be subject to vesting restrictions which will lapse on the date that is the one-year anniversary after the Closing Date. Pursuant to the terms of the Asset Purchase Agreement, Healing Solutions is required to use its commercially reasonable efforts to identify one or more suppliers of finished goods inventory of all SKUs that constitute assets acquired in the Asset Purchase (“New Suppliers”) and to initiate discussions with such New Suppliers for the purpose of negotiating new supply agreements between the Company or its affiliates, on the one hand, and the New Supplier, on the other hand, for the purchase of such SKUs following the Closing on terms acceptable to Purchaser in its sole discretion, acting reasonably. If, on or before the date that is 15 months after the Closing Date, an Earn-Out Consideration Event (as defined in the Asset Purchase Agreement) has occurred, then Healing Solutions shall be entitled to receive up to a maximum of 528,670 shares of Common Stock (the “Earn-Out Shares”), which number of shares is subject to reduction in accordance with the terms of the Asset Purchase Agreement based on the time period within which the Earn-Out Consideration Event occurs. The following presents the preliminary 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 39,454 Estimated common share consideration for inventory 5,285 Estimated earnout liability 11,273 Total consideration $ 71,292 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 Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Healing Solutions’ products into the Company’s existing sales channels. Pro Forma Information The following unaudited pro forma information illustrates the impact of the Healing Solutions Assets acquisition on the Company’s net revenue for the three and six months ended June 30, 2020 and 2021. The acquisition of the Healing Solutions Assets is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net revenue as reported $ 59,800 $ 68,188 $ 85,428 $ 116,324 Healing Solutions net revenue 23,649 — 38,072 4,600 Net revenue pro forma $ 83,449 $ 68,188 $ 123,500 $ 120,924 Operating income (loss) as reported $ (1,821 ) $ 4,468 $ (15,717 ) $ (23,286 ) Healing Solutions operating income 4,139 — 5,143 382 Operating income (loss) pro forma $ 2,318 $ 4,468 $ (10,574 ) $ (22,904 ) Squatty Potty Assets On retail locations including Bed, Bath & Beyond, Walmart and Target. As consideration for Squatty Potty’s assets, the Company paid approximately $ 19.0 million in cash. The Company also paid approximately $ 1.1 million as consideration related to acquired inventory. In addition, and subject to the achievement of contribution margin metrics for the year ended December 31, 2021, the Company agreed to pay Squatty Potty a maximum earnout of approximately $ 4.0 million, payable in shares of common stock or cash at Squatty Potty’s discretion . The Company also agreed to pay Squatty Potty $ 8.0 million for transition services, payable in shares of common stock or cash at Squatty Potty’s discretion. The following presents the preliminary 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 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 channels. Pro Forma Information The following unaudited pro forma information illustrates the impact of the Squatty Potty acquisition on the Company’s net revenue for the three and six months ended June 30, 2021 and 2020. The acquisition of the Squatty Potty Assets is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net revenue as reported $ 59,800 $ 68,188 $ 85,428 $ 116,324 Squatty Potty net revenue 2,673 1,466 5,398 6,024 Net revenue pro forma $ 62,473 $ 69,654 $ 90,826 $ 122,348 Operating income (loss) as reported $ (1,821 ) $ 4,468 $ (15,717 ) $ (23,286 ) Squatty Potty operating income 622 301 909 1,772 Operating income (loss) pro forma $ (1,199 ) $ 4,769 $ (14,808 ) $ (21,514 ) Photo Paper Direct On May 5, 2021, the Company closed the acquisition of all outstanding stock of e-commerce company Photo Paper Direct Ltd. (“Photo Paper Direct''), a leading online seller of printing supplies. As consideration for Photo Paper Direct’s stock, the Company paid approximately $ million in cash and issued approximately 704,500 shares of the Company’s common stock. The Company also paid approximately $ 5.4 million in cash as consideration related to Photo Paper Direct’s inventory and other working capital assets, including cash on hand of approximately $ 3.0 million. In addition, and subject to the achievement of certain Adjusted EBITDA metrics by December 31, 2021, the Company agreed to issue to Photo Paper Direct a maximum earnout of $ 6.0 million in cash and $ 2.0 million in the Company ’s common stock . The following presents the preliminary 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 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) 14,293 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. Pro Forma Information The following unaudited pro forma information illustrates the impact of the Photo Paper Direct acquisition on the Company’s net revenue for the three and six months ended June 30, 2021 and 2020. The acquisition of the Photo Paper Direct is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net revenue as reported $ 59,800 $ 68,188 $ 85,428 $ 116,324 Photo Paper Direct net revenue 3,239 1,904 4,979 6,807 Net revenue pro forma $ 63,039 $ 70,092 $ 90,407 $ 123,131 Operating income (loss) as reported $ (1,821 ) $ 4,468 $ (15,717 ) $ (23,286 ) Photo Paper Direct operating income 570 281 1,033 2,114 Operating income (loss) pro forma $ (1,251 ) $ 4,749 $ (14,684 ) $ (21,172 ) Contingent earn-out liability considerations The Company reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. On December 1, 2020, the Company acquired the assets of leading e-commerce business brands Mueller, Pursteam, Pohl and Schmitt, and Spiralizer (the “Smash Assets”) for total consideration of (i) $25.0 million, (ii) 4,220,000 shares of common stock, the cost basis of which was $6.89 (closing stock price at closing of the transaction), of which 164,000 of such shares were issued to the sellers brokers and (iii) a seller note in the amount of $15.6 million, representing the value of certain inventory that the sellers had paid for but not yet sold as of the closing date. As part of the acquisition of the Smash Assets, the sellers of the Smash Assets are entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. Earn-out payments will be due to the sellers for year one, or calendar year 2021 in the first quarter of 2022, and year two, or calendar year 2022, will be due in the first quarter of 2023. During the year-ending December 31, 2021 (year one of the earn-out), the earn-out payment will be calculated based on the contribution margin generated on certain products for an amount equal to $1.67 for every $1.00 of such contribution margin that is greater than $15.5 million and less than or equal to $18.5 million. Such earn-out payment cannot exceed $5.0 million. In addition, during the year-ending December 31, 2022 (year two of the earnout), for each $0.5 million of contribution margin generated on certain products in excess of $15.5 million, subject to a cap of $27.5 million, the sellers shall be entitled to receive an amount in cash equal to the value of 0.1 million shares of the Company’s common stock multiplied by the average of the volume-weighted-average closing price per share of the Company’s common stock, for the 30 consecutive trading days ending on December 31, 2022. As of December 1, 2020, the acquisition date, the initial fair value amount of the earn-out payment was appropriately $9.8 million. As of December 31, 2020, the fair value amount of the earn-out payment with respect to the Smash Assets was approximately $22.5 million, representing a change of fair value impact of approximately $12.7 million. As of June 30, 2021, the fair value amount of the earn-out payment with respect to the Smash Assets was approximately $20.9 million, representing a change of fair value impact of approximately $16.6 million and $31.6 for the three and six months ended June 30, 2021. As part of the acquisition of the Healing Solutions Assets, Healing Solutions is entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. If the earn-out consideration event occurs: (i) prior to the date that is nine months following the Closing Date, the Company will issue 528,670 shares of its common stock to Healing Solutions; (ii) on or after the date that is nine months following the Closing Date but before the date that is 12 months following the Closing Date, the Company will issue 396,502 shares of common stock to Healing Solutions; or (iii) on or after the date that is 12 months following the Closing Date but before the date that is 15 months following the Closing Date (the date that is 15 months following the Closing Date, the “Earn-Out Termination Date”), the Company will issue 264,335 shares of common stock to Healing Solutions; or after 15 months, the Company will not have any obligation to issue any shares of its common stock to Healing Solutions. As of February 2, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Healing Solutions Assets was appropriately $16.5 million. As of June 30, 2021, the fair value amount of the earn-out payment with respect to the Healing Solutions Assets was approximately $10.5 million, representing a change of fair value impact of approximately $6.7 million for the three and six months ended June 30, 2021. As part of the acquisition of the Squatty Potty Assets, Squatty Potty is entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. If the earn-out consideration event occurs in 12 months ending December 31, 2021 and the maximum payment amount is $3.9 million and if the termination of the transition service agreement is prior to the date that is six months following the Closing Date, an additional $3.9 million. As of May 5, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Squatty Potty Assets was appropriately $3.5 million. As of June 30, 2021, the fair value amount of the earn-out payment with respect to the Squatty Potty Assets was approximately $3.5 million, representing no change of fair value impact for the three and six months ended June 30, 2021. As of May 5, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Photo Paper Direct was appropriately $0.9 million. As of June 30, 2021, the fair value amount of the earn-out payment with respect to the Photo Paper Direct Assets was approximately $0.9 million, representing no change of fair value impact for the three and six months ended June 30, 2021. The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of June 30, 2021: June 30, 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 (1,589 ) (6,116 ) — — (7,704 ) Earn-out payments — — — — - Balance—June 30, 2021 $ 20,942 $ 10,442 $ 3,502 $ 911 $ 35,798 |