On May 23, 2024, the Company entered into an Asset Purchase Agreement with Elite First Aid, Inc ("Elite First Aid"). Based in Wake Forest, NC, Elite First Aid is a leading supplier of tactical, trauma and emergency medical products.

The purchase price was allocated to assets acquired as follows (in thousands):


Assets:
Accounts receivable	$	113
Inventory		1,127
Prepaid Expense		212
Intangible assets		5,689
Total assets	$	7,141

The acquisition was accounted for as a business combination, pursuant to ASC 805 – Business Combinations. All assets acquired in the acquisition are included in the Company’s United States operating segment. Management’s assessment of the valuation of intangible assets is preliminary and finalization of the Company’s purchase price accounting assessment may result in changes to the valuation of the identified intangible assets.

The purchase price for the assets was $7,141,000. At closing, the Company paid $6,141,000 to Elite First Aid; the balance of the purchase price, $1,000,000, is subject to holdbacks as follows: (a) $500,000, the payment of which is contingent upon certain revenue milestones during any consecutive 12-month period from May 31, 2024 to December 31, 2025; and (b) $500,000, which is subject to a 13-month holdback as a non-exclusive source of recovery primarily to satisfy indemnification claims under the Asset Purchase Agreement. The $500,000 contingent payment is reported in other long term liabilities and the $500,000 holdback is reported in other current liabilities on the condensed consolidated balance sheet.

The Company has not disclosed separately the amount of revenue and earnings from the sales of Elite First Aid products since the acquisition on May 23, 2024 because these amounts were not material to the Company’s financial statements.