Sound United Acquisition
On April 11, 2022, the Company completed the acquisition of Sound United. Sound United is a leading innovator of premium, high-performance audio products for consumers around the world, which operates iconic consumer brands: Bowers & Wilkins , Denon , Marantz , HEOS , Classé , Polk Audio ,Boston Acoustics and Definitive Technology . The brands are linked by a commitment to the highest production standards and a focus on unparalleled audioquality and audio performance. Sound United delivers significant competitive benefits through its platform advantages including global distribution across online, retail, and custom installation channels; a cloud-connected home ecosystem; and a state-of-the-art research and development function focused on creating the highest-quality consumer products with world-class industrial design.
The Company acquired 100% of the equity interests of Sound United for $1.0575 billion in cash, subject to adjustments based on Sound United’s net working capital, transaction expenses, cash and debt as of the closing of the acquisition, payable by the Company in cash. The transaction was primarily funded with the proceeds from the Credit Facility. See Note 15, “Debt”, for additional information about the Credit Facility. There was no contingent consideration resulting from the transaction.
The results of operations of Sound United subsequent to the acquisition date and the acquired assets and assumed liabilities, including the allocation of goodwill and intangible assets, are included in the non-healthcare segment. For the three months ended September 28, 2024 and September 30, 2023, the Company recorded revenue of $161.4 million and $171.5 million, respectively, and a net loss of $12.9 million and $17.8 million from Sound United,respectively. For the nine months ended September 28, 2024 and September 30, 2023, the Company recorded revenue of $465.6 million and $562.1 million,respectively, and a net loss of $31.3 million and $21.2 million from Sound United, respectively.
Acquisition Costs
The Company recognized no transaction costs related to the Sound United acquisition for each of the three and nine months ended September 28, 2024 and September 30, 2023.
Purchase Price Allocations
The purchase price allocation for the Sound United acquisition is final. Goodwill was calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired in a business combination and represents the future economic benefits expected to arise from intangible assets acquired that do not qualify for separate recognition, including the assembled workforce. Goodwill is not expected to be deductible for tax purposes.The measurement period adjustments resulted primarily from valuation inputs pertaining to certain acquired assets based on facts and circumstances that existed as of the acquisition date and did not result from events subsequent to the acquisition date.The table below summarizes the final allocation of fair value of assets acquired and liabilities assumed.