Acquisitions (Tables)

12 Months Ended

Dec. 31, 2019

The following summarizes the components of the purchase consideration for HALO:


	Preliminary Allocation January 3, 2019		Adjustments to Working Capital and Fair Value		Final Allocation January 3, 2019

Cash consideration	$	23,943	$	(294)	$	23,649
Company common stock	12,968		—		12,968
Contingent consideration	1,593		(49)		1,544
Total purchase price	$	38,504	$	(343)	$	38,161

The following summarizes the components of the purchase consideration for Gear4:


Cash consideration	$	32,200
Company common stock	6,001
Contingent consideration	1,629
Total purchase price	$	39,830

Schedule of identifiable assets acquired and liabilities assumed

The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of December 31, 2019:


	Preliminary Allocation January 3, 2019		Adjustments to Working Capital and Fair Value		Final Allocation January 3, 2019

Cash	$	1,151	$	4	$	1,155
Accounts receivable (gross contractual receivables of $2,217)	2,436		(219)		2,217
Inventory	2,889		—		2,889
Inventory step up	494		—		494
Prepaid expenses and other assets	1,310		17		1,327
Property and equipment	627		—		627
Amortizable identifiable intangible assets	27,554		507		28,061
Goodwill	15,922		9		15,931
Operating lease right of use assets	—		649		649
Other assets	546		(546)		—
Accounts payable	(2,867)		126		(2,741)
Income tax payable	(501)		119		(382)
Accrued expenses	(217)		36		(181)
Notes payable	—		(42)		(42)
Accrued wages and wage related expenses	(324)		55		(269)
Sales return liability	(2,728)		—		(2,728)
Deferred tax liability, net	(6,177)		(894)		(7,071)
Lease liabilities	—		(1,775)		(1,775)
Other long-term liabilities	(1,611)		1,611		—
Total	$	38,504	$	(343)	$	38,161

The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of the Gear4 Acquisition Date:


Cash	$	2,124
Accounts receivable (gross contractual receivables of $203)	104
Prepaids and other current assets	671
Inventory	2,831
Inventory step-up	96
Property and equipment	1,427
Amortizable identifiable intangible assets	23,024
Goodwill	15,068
Accounts payable	(2,584)
Accrued liabilities	(773)
Sales return liability	(932)
Taxes payable	(1,226)
Total	$	39,830

Summary of intangible asset class and related preliminary weighted average amortization periods

The amounts assigned to each class of intangible asset and the related weighted average amortization periods are as follows:


	Intangible Asset Class		Weighted Average Amortization Period

Patents and technology	$	11,307	8.8 years
Trade names	4,408		10.0 years
Customer relationships	12,346		8.0 years
Total	$	28,061

The amounts assigned to each class of intangible asset and the related weighted average amortization periods are as follows:


	Intangible Asset Class		Weighted Average Amortization Period

Trade names	$	11,617	10 years
Customer relationships	11,186		8 years
Backlog	221		1 month
Total	$	23,024

Summary of unaudited pro-forma results of operations

The following pro-forma results of operations for the years ended December 31, 2019 and 2018, give pro forma effect as if the acquisitions of HALO and Gear4 and the related borrowings used to finance the acquisitions had occurred on January 1, 2018, after giving effect to certain adjustments including the amortization of intangible assets, interest expense, tax adjustments, specific transaction related expenses incurred prior to the execution date, and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market values at the date of purchase.


	For the Years Ended December 31,
	2019		2018

Net sales	$	521,922	$	595,608
Net income	$	6,165	$	33,736
Basic earnings per share	$	0.21	$	1.20
Diluted earnings per share	$	0.21	$	1.18

Summary of assets acquired and liabilities assumed purchase price allocation

The nonrecurring pro forma adjustments attributable to the pro forma results of operations are as follows:


	For the Years Ended December 31,
	2019		2018

Amortization expense	$	118	$	6,091
Transaction costs	$	(1,086)	$	1,086
Amortization of fair value adjustment to inventory	$	(573)	$	589
Interest from the amended credit facility and amortization of debt issuance costs	$	—	$	1,588

The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of BRAVEN Acquisition Date:


Accounts receivable (gross contractual receivables of $650)	$	650
Inventory	2,141
Inventory step-up	179
Property and equipment	368
Amortizable identifiable intangible assets	1,774
Goodwill	298
Accounts payable	(959)
Total	$	4,451

Summary of intangible asset class and related weighted average amortization periods

The amounts assigned to each class of intangible asset and the related weighted average amortization periods are as follows:


	Intangible Asset Class		Weighted Average Amortization Period

Patents and technology	$	872	3.1 years
Trade names	901		10 years
Backlog	1		6 months
Total	$	1,774