| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The adjusted preliminary purchase price is as follows (in thousands):
|
|
|
|
|
|
|
|
|
Receivables |
|
$ |
7,383 |
|
| Inventories |
|
31,112 |
|
Other current assets |
|
515 |
|
| Property and equipment |
|
2,527 |
|
Intangible assets |
|
21,950 |
|
| Goodwill |
|
55,681 |
|
| Operating lease right-of-use-assets |
|
6,680 |
|
Total assets acquired |
|
125,848 |
|
| Accounts payable |
|
(10,128) |
|
| Accrued expenses and other current liabilities |
|
(5,793) |
|
Long-term operating lease obligations |
|
(5,937) |
|
Deferred tax liabilities |
|
(4,307) |
|
Other long-term liabilities |
|
— |
|
Total liabilities assumed |
|
(26,165) |
|
| Net assets acquired, excluding cash |
|
$ |
99,683 |
|
|
|
|
Cash consideration, net of cash acquired |
|
$ |
101,870 |
|
Estimated post-close adjustment |
|
(2,187) |
|
Total |
|
$ |
99,683 |
|
The adjusted preliminary purchase price allocation is as follows (in thousands):
|
|
|
|
|
|
|
|
|
Other current assets (a)
|
|
$ |
12,000 |
|
Property and equipment |
|
2,714 |
|
Intangible assets |
|
16,200 |
|
Goodwill |
|
74,086 |
|
Total assets acquired |
|
$ |
105,000 |
|
|
|
|
Cash consideration |
|
$ |
105,000 |
|
Total consideration |
|
$ |
105,000 |
|
(a) Represents prepaid inventory consisting of finished goods acquired but not in our physical possession as of the acquisition date. |
We completed the purchase accounting valuation for this transaction in 2021 and the final purchase price allocation was as follows (in thousands):
|
|
|
|
|
|
|
|
|
Receivables |
|
$ |
6,410 |
|
| Inventories |
|
13,240 |
|
Other current assets |
|
620 |
|
| Property and equipment |
|
368 |
|
Intangibles assets |
|
16,000 |
|
| Goodwill |
|
10,019 |
|
| Operating lease right-of-use-assets |
|
3,043 |
|
Deferred tax assets |
|
1,775 |
|
| Accounts payable |
|
(6,112) |
|
| Accrued expenses and other current liabilities |
|
(1,936) |
|
Long-term operating lease obligations |
|
(2,874) |
|
| Net assets acquired, excluding cash |
|
$ |
40,553 |
|
|
|
|
| Cash consideration, net of cash acquired |
|
$ |
38,553 |
|
| Acquisition date estimated fair value of earn-out obligation |
|
2,000 |
|
| Total consideration |
|
$ |
40,553 |
|
|
| Business Acquisition, Pro Forma Information |
The unaudited consolidated pro forma results of operations are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, |
|
2023 |
|
2022 |
Revenue |
$ |
908,243 |
|
|
$ |
749,489 |
|
Income from continuing operations |
$ |
46,265 |
|
|
$ |
25,541 |
|
|