Acquisition

9 Months Ended

Sep. 30, 2020

10. Acquisition

On August 26, 2020, the Company completed the acquisition of the “Truweo Assets”, whose products sell primarily on the Amazon US marketplace, for total consideration of $16.4 million, which was comprised of cash of $14.0 million and a promissory note for $2.4 million. The promissory note accrues interest at a rate of 8% per annum, with $0.6 million principal and accrued interest payments due on November 30, 2021, February 28, 2022, and May 31, 2022 and matures on August 22, 2022.

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:

	Total
	(in thousands)
Inventory	$	595
Intangible assets		3,111
Goodwill		12,734
Net assets acquired	$	16,440

The amounts assigned to goodwill and major intangible asset classifications were as follows:

	Amount Allocated		Useful life (in years)
	(in thousands)
Goodwill	$	12,734	n.a.
Trademarks		3,000	5
Non-competition agreement		100	<1
Transition services agreement		11	3
Net Intangible Assets		15,845

Pro Forma Information

The following unaudited pro forma information illustrates the impact of the Truweo Assets acquisition on the Company’s net revenue for the three and nine months ended September 30, 2019 and 2020. The acquisition of the Truweo Assets is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2019.

	Three months ended September 30,					Nine months ended September 30,
	2019			2020		2019			2020
	(in thousands)
Net revenue as reported	$	40,603		$	58,783	$	88,817		$	144,212
Truweo net revenue		1,920			2,515		5,182			11,155
Net revenue pro forma	$	42,523		$	61,298	$	93,999		$	155,367

Operating income (loss) as reported	$	(14,071	)	$	106	$	(36,799	)	$	(15,610	)
Truweo operating income		854			1,316		2,460			5,484
Operating income (loss) pro forma	$	(13,217	)	$	1,422	$	(34,339	)	$	(10,126	)