On September 10, 2019, the Company completed the acquisition of the assets of a personal wellness company (the “Aussie Health Assets”), whose products sell primarily on the Amazon US marketplace, for total consideration of $1.3 million, which was comprised of cash of $1.1 million and a promissory note for $0.2 million that accrued interest at a rate of 8% per annum and matured on June 10, 2020. The Company also paid $0.1 million in the form of a working capital payment related to the inventory purchased within sixty days of closing.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at acquisition date (in thousands):

	Total
Inventory	$	297
Goodwill		745
Intangible assets		333
Net assets acquired	$	1,375

The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life):

	Amount allocated		Useful life (in years)
Goodwill	$	745	n.a.
Trademarks		310		5
Transition services agreement		11	< 1
Non-competition agreement		12		3
Total	$	1,078

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 allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands):

The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life):

	Amount Allocated		Useful life (in years)
Goodwill	$	11,834	n.a.
Trademarks		3,900	10
Non-competition agreement		100	<1
Transition services agreement		11	3
Net intangible assets		15,845

Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Truweo products into the Company’s existing sales channels.

On December 1, 2020, the Company completed the acquisition of the Smash Assets, which consisted of products sold primarily on the Amazon US marketplace, for total consideration comprised 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. In addition, subject to achievement of certain contribution margin thresholds on certain products of the acquired business for the fiscal years ending December 31, 2021 and December 31, 2022, the sellers will be entitled to receive earn out payments.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands):

	Total
	(in thousands)
Goodwill	$	34,739
Trademarks		27,600
Inventory		16,419
Production deposits		3,382
AP and other liabilities		(3,088	)
		79,052

The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life):

	Amount Allocated		Useful life (in years)
Goodwill	$	34,739	n.a.
Trademarks		27,600	10
Net Intangible Assets		62,339

Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Smash products into the Company’s existing sales channels.

The following unaudited pro forma information illustrates the impact of the Aussie Health Assets, the Truweo Assets, and the Smash Assets acquisitions on the Company’s net revenue for the years-ended December 31, 2019 and 2020.

The acquisition of the Aussie Health Assets, the Truweo Assets, and the Smash Assets are reflected in the following pro forma information as if the acquisition had occurred on January 1, 2019 (in thousands):

	December 31,			December 31,
	2019			2020
Net revenue as reported	$	114,451		$	185,704
Smash net revenue		42,994			83,132
Truweo net revenue		7,942			11,155
Other net revenue		1,759			—
Net revenue pro forma	$	167,146		$	279,991

Operating loss as reported	$	(54,333	)	$	(34,751	)
Smash operating income		4,163			15,221
Truweo operating income		3,616			5,484
Other operating income	310				—
Operating income (loss) pro forma	$	(46,244	)	$	(14,046	)

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.

As part of the acquisition of the Smash Assets, the sellers 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, and year two, or calendar year 2022. 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. 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 this earn-out payment was approximately $22.5 million, representing a change of fair value impact of approximately $12.7 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.

The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands):

	December 31,
	2020
Beginning Balance	$	—
Acquisition date fair value of contingent earn-out liabilities		9,800
Change in fair value of contingent earn-out liabilities		12,731
Re-measurement of contingent earn-out liabilities		—
Earn-out payments		—
Ending Balance	$	22,531