Acquisition (Tables)

9 Months Ended

Sep. 30, 2021

Business Acquisition [Line Items]

Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities

The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of September 30, 2021 (in thousands):

	September 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		(4,342	)		(9,408	)		538		1,263		(11,949	)
Earn-out payments		—			—			—		—		—
Balance—September 30, 2021	$	18,189		$	7,150		$	4,040	$	2,174	$	31,553

Healing Solutions LLC

Business Acquisition [Line Items]

Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date

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, except share data)
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

Amounts Assigned to Goodwill and Major Intangibles Asset Classifications

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

Pro Forma Information

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 September 30,					Nine Months Ended September 30,
	2020		2021			2020			2021
	(in thousands)					(in thousands)
Net revenue as reported	$	58,783	$	68,121		$	144,212		$	184,446
Healing Solutions net revenue		22,942		—			61,014			4,600
Net revenue pro forma	$	81,725	$	68,121		$	205,226		$	189,046
Operating income (loss) as reported	$	106	$	(7,527	)	$	(15,610	)	$	(30,812	)
Healing Solutions operating income		2,311		—			7,454			382
Operating income (loss) pro forma	$	2,417	$	(7,527	)	$	(8,156	)	$	(30,430	)

Squatty Potty, LLC

Business Acquisition [Line Items]

Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date

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

Amounts Assigned to Goodwill and Major Intangibles Asset Classifications

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

Pro Forma Information

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 September 30,					Nine Months Ended September 30,
	2020		2021			2020			2021
	(in thousands)					(in thousands)
Net revenue as reported	$	58,783	$	68,121		$	144,212		$	184,446
Squatty Potty net revenue		4,092		-			9,490			6,024
Net revenue pro forma	$	62,875	$	68,121		$	153,702		$	190,470
Operating income (loss) as reported	$	106	$	(7,527	)	$	(15,610	)	$	(30,812	)
Squatty Potty operating income		1,230		-			3,998			1,772
Operating income (loss) pro forma	$	1,336	$	(7,527	)	$	(11,612	)	$	(29,040	)

Photo Paper Direct Ltd.

Business Acquisition [Line Items]

Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date

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

Amounts Assigned to Goodwill and Major Intangibles Asset Classifications

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 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 September 30,					Nine Months Ended September 30,
	2020		2021			2020			2021
	(in thousands)					(in thousands)
Net revenue as reported	$	58,783	$	68,121		$	144,212		$	184,446
Photo Paper Direct net revenue		4,030		-			9,281			6,807
Net revenue pro forma	$	62,813	$	68,121		$	153,493		$	191,253
Operating income (loss) as reported	$	106	$	(7,527	)	$	(15,610	)	$	(30,812	)
Photo Paper Direct operating income		935		-			2,026			2,114
Operating income (loss) pro forma	$	1,041	$	(7,527	)	$	(13,584	)	$	(28,698	)