BUSINESS COMBINATIONS (Tables)

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of Heavy 16:

Components of Purchase Price:	Amount
Cash	$	60,287
Common stock	16,736
Contingent consideration	344
Total purchase price	$	77,367
Acquisition-related costs	$	2,865
Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable, net	$	510
Inventories	1,451
Prepaid expenses and other current assets	34
Property and equipment, net	1,078
Operating lease right-of-use assets	1,088
Other assets	25
Accounts payable	(1,055)
Accrued expenses and other current liabilities	(226)
Current portion of lease liabilities	(274)
Long-term lease liabilities	(868)
Net identifiable assets	1,763
Identifiable intangible assets
Backlog	200
Customer relationships	5,100
Trademarks and trade names	18,500
Technology and formulations & recipes	33,600
Total identifiable intangible assets	57,400
Goodwill	18,204
Total purchase price allocation	$	77,367

The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of the H&G Entities:

Component of Purchase Price:	Amount
Cash	$	135,041
Total purchase price	$	135,041
Acquisition-related costs	$	6,527
Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable, net	$	3,308
Inventories	6,559
Prepaid expenses and other current assets	493
Property and equipment, net	358
Operating lease right-of-use assets	1,921
Other assets	213
Accounts payable	(1,320)
Accrued expenses and other current liabilities	(481)
Current portion of lease liabilities	(447)
Deferred taxes	(24,438)
Long-term lease liabilities	(1,501)
Net identifiable assets	(15,335)
Identifiable intangible assets
Backlog	200
Customer relationships	11,600
Trademarks and trade names	29,100
Technology and formulations & recipes	53,600
Total identifiable intangible assets	94,500
Goodwill	55,876
Total purchase price allocation	$	135,041

The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of Aurora:

Components of Purchase Price:	Amount
Cash	$	135,371
Common stock	25,824
Contingent consideration	19,300
Forgiveness of accounts payable	(215)
Total purchase price	$	180,280
Acquisition-related costs	$	6,063
Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable, net	$	6,967
Inventories	9,823
Prepaid expenses and other current assets	1,086
Property and equipment, net	18,619
Accounts payable	(4,279)
Accrued expenses and other current liabilities	(782)
Other long-term liabilities	(664)
Net identifiable assets	$	30,770
Identifiable intangible assets
Other intangible assets	5
Total identifiable intangible assets	5
Goodwill	149,505
Total purchase price allocation	$	180,280

The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of Greenstar:

Components of Purchase Price:	Amount
Cash	$	85,219
Forgiveness of accounts payable, net, and obligations due under a distribution agreement	(1,601)
Total purchase price	$	83,618
Acquisition-related costs	$	2,946
Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable, net	$	982
Inventories	7,089
Prepaid expenses and other current assets	447
Property and equipment, net	1,324
Operating lease right-of-use assets	2,393
Other assets	231
Accounts payable	(777)
Accrued expenses and other current liabilities	(1,436)
Current portion of lease liabilities	(624)
Long-term lease liabilities	(1,836)
Net identifiable assets	7,793
Identifiable intangible assets
Other intangible assets	247
Total identifiable intangible assets	247
Goodwill	75,578
Total purchase price allocation	$	83,618

Business Acquisition, Pro Forma Information

The following represents the condensed consolidated statements of operations as if the acquisitions had been included in the consolidated results of the Company for the entire periods presented below. Management considers these estimates to represent an approximate measure of the performance of the combined Company (in millions):

	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Net sales	$	124	$	128	$	443	$	340
Net income	$	26	$	14	$	71	$	7

Since the acquisition date, the estimated net sales and net income of these acquisitions are as follows (in millions):

	Three months ended		Nine months ended
	September 30, 2021
Net sales	$	31	$	40
Net income	$	9	$	13