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Acquisition
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisition

Note 5.

Acquisition

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 “Acquisition”). The Company concluded that the Acquisition qualified as a business combination under ASC 805.

 

The total consideration paid for the Acquisition was $5,583 and included contingent consideration we valued at $27. 

 

(a)

Purchase Price Allocation

 

The following summarizes the aggregate fair values of the assets acquired during 2019 as of the date of the Acquisition:

 

Inventories

$

306

 

Intangible assets

 

3,595

 

Goodwill

 

1,709

 

Total assets acquired

$

5,610

 

 

Intangible assets in the table above 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

 

 

 

 

 

 

In addition to the assets described above, the Company recorded a $27 liability associated with the contingent consideration, which is 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 Acquisition are subject to adjustment during the measurement period (up to one year from the Acquisition date). The primary areas of the accounting for the 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 are 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 Acquisition date 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 months ended 2019 as if the Paramount Acquisition had been completed on January 1, 2019.

 

 

2019

 

Net sales

$

7,600

 

Net loss

$

(231)

 

 

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 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 Acquisition is based on prior accounting records maintained by Paramount. In some cases, Paramount’s accounting policies may differ materially from accounting policies adopted by the Company following the Acquisition.

 

The pro forma amounts included in the table above reflect the application of accounting policies and adjustment of the results of the 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 the our line of credit; and (3) the tax impacts.