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Acquisition
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Acquisition

Note 5.

Acquisitions

 

On October 1, 2019, we entered into an Asset Purchase Agreement (the “Paramount Purchase Agreement”) with Paramount Chemical Specialties, Inc. (“Paramount”). Pursuant to the Purchase Agreement, we purchased all of Paramount’s intangible assets, finished goods inventory, and assets used in connection with the manufacture, sale and distribution of the Kids N Pets® and Messy Pet® brands (collectively, the “Paramount Acquisition”). The Company concluded that the Paramount Acquisition qualified as a business combination under ASC 805. The total cash consideration paid for the Paramount Acquisition was $5,583. The Paramount Acquisition included contingent consideration we valued at $27.

 

On June 25, 2020, we entered into an Asset Purchase Agreement (the “CR Brands Purchase Agreement”) with CR Brands, Inc., a Delaware corporation (“CR Brands”), and Sweep Acquisition Company, a Delaware corporation (“Sweep” and together with CR Brands, “Sellers”), pursuant to which we agreed to purchase from Sellers substantially all of the assets, properties, rights and interests of Sellers primarily used in the business of designing, formulating, marketing and selling laundry care products to retail and wholesale customers under the Biz® and Dryel® brand names. The transactions contemplated by the CR Brands Purchase Agreement were consummated on July 1, 2020 (the “CR Brands Acquisition”).  The Company concluded that the CR Brands Acquisition qualified as a business combination under ASC 805. The total cash consideration paid for the CR Brands Acquisition was $10,529. The CR Brands Acquisition included contingent consideration we valued at $35.

Both acquisitions and related financial information are part of our household segment.

 

(a)

Purchase Price Allocation

 

The following summarizes the aggregate fair values of the assets acquired as part of the Paramount Acquisition:

 

Inventories

$

306

 

Intangible assets

 

3,595

 

Goodwill

 

1,709

 

Total assets acquired

$

5,610

 

 

The following summarizes the aggregate fair values of the assets acquired as part of the CR Brands Acquisition:

 

Inventories

$

1,279

 

Intangible assets

 

7,235

 

Goodwill

 

2,050

 

Total assets acquired

$

10,564

 

 

Intangible assets for the Paramount Acquisition consist of the following:

 

 

Intangible Assets

 

 

Useful Life

 

Customer relationships

$

2,330

 

 

 

10 to 13 years

 

Trade names

 

880

 

 

 

10 to 25 years

 

Formulas and batching processes

 

370

 

 

 

10 years

 

Non-compete

 

15

 

 

 

5 years

 

 

$

3,595

 

 

 

 

 

 

Intangible assets for the CR Brands Acquisition consist of the following:

 

 

Intangible Assets

 

 

Useful Life

 

Customer relationships

$

4,500

 

 

 

9 years

 

Trade names

 

1,780

 

 

 

20 years

 

Formulas and batching processes

 

930

 

 

 

8 years

 

Non-compete

 

25

 

 

 

5 years

 

 

$

7,235

 

 

 

 

 

 

In addition to the assets described above, the Company recorded a $27 and a $35 liability associated with contingent consideration for the Paramount Acquisition and CR Brands Acquisition, respectively, which are presented in other liabilities on the consolidated balance sheets.

 

The estimates of the fair value of the assets acquired assumed at the date of the Paramount Acquisition and the CR Brands Acquisition are subject to adjustment during the measurement period (up to one year from each acquisition date). The primary areas of the accounting for the Paramount Acquisition and CR Brands Acquisition that are not yet finalized relate to the fair value of intangible assets acquired, residual goodwill and any related tax impact. The fair value of these net assets acquired is based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While the Company believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired, it evaluates any necessary information prior to finalization of the fair value. During the measurement period, the Company will adjust assets if new information is obtained about facts and circumstances that existed as of the date of the Paramount Acquisition and CR Brands Acquisition that, if known, would have resulted in the revised estimated values of those assets as of that date. The impact of all changes that do not qualify as measurement period adjustments are included in current period earnings. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the condensed consolidated financial statements could be subject to a possible impairment of the intangible assets or goodwill, or require acceleration of the amortization expense of intangible assets in subsequent periods.

 

(b)

Pro Forma Results of Operations (Unaudited)

 

The following table summarizes selected unaudited pro forma condensed consolidated statements of operations data for the three and nine months ended September 30, 2019, as if the Paramount Acquisition had been completed on January 1, 2019.

 

 

Three Months Ended

September 30, 2019

 

 

Nine Months Ended

September 30, 2019

 

Net sales

$

7,973

 

 

$

22,749

 

Net income (loss)

 

486

 

 

 

(362

)

 

The following tables summarize selected unaudited pro forma condensed consolidated statements of operations data for the three and nine months ended September 30, 2020 and September 30, 2019, as if the CR Brands Acquisition had been completed on January 1, 2019.

 

 

Three Months Ended

September 30, 2020

 

 

Nine Months Ended

September 30, 2020

 

Net sales

$

8,976

 

 

$

26,471

 

Net (loss) income

 

(176

)

 

 

272

 

 

 

Three Months Ended

September 30, 2019

 

 

Nine Months Ended

September 30, 2019

 

Net sales

$

9,941

 

 

$

28,655

 

Net income

 

738

 

 

 

393

 

 

This selected unaudited pro forma condensed consolidated financial data is included only for the purpose of illustration and does not necessarily indicate what the operating results would have been if the Paramount Acquisition and the CR Brands Acquisition had been completed on that date. Moreover, this information does not indicate what our future operating results will be. The information for 2019 prior to the Paramount Acquisition and for 2019 and 2020 prior to the CR Brands Acquisition is based on prior accounting records maintained by Paramount and CR Brands. In some cases, Paramount’s and CR Brands’ accounting policies may differ materially from accounting policies adopted by the Company following the Paramount Acquisition and the CR Brands Acquisition.

 

The pro forma amounts above reflect the application of accounting policies and adjustment of the results of the Paramount Acquisition and CR Brands Acquisition to reflect: (1) the additional amortization that would have been charged to the acquired intangible assets; (2) additional interest expense relating to the borrowings on our Chase line of credit and UMB term loan and revolving credit facility, respectively; and (3) the tax impacts.