Acquisition of HyPulsion

9 Months Ended

Sep. 30, 2015

4. Acquisition of HyPulsion

On July 24, 2015, the Company entered into a Share Purchase Agreement with Axane, pursuant to which on July 31, 2015, the Company (through a wholly-owned subsidiary) acquired Axane’s 80% equity interest in HyPulsion for $11.5 million, payable in shares of its common stock. In connection with the aforementioned agreement, the Company initially issued 4,781,250 shares of its common stock at closing. On August 26, 2015, the Company subsequently issued an additional 1,613,289 shares of common stock pursuant to a post-closing true-up provision, which was liability classified contingent consideration. The fair value of these additional shares of $3.0 million was recognized as expense and is included in the accompanying unaudited consolidated statements of operations for the three and nine months ended September 30, 2015, as (loss) gain on acquisition activity, net.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, excluding goodwill:

Cash and cash equivalents	$	1,811
Accounts receivable	917
Inventory	475
Prepaid expenses and other assets	746
Property and equipment	767
Identifiable intangibles	4,159
Accounts payable, accrued expenses, deferred revenue and other liabilities	(2,645		)

Total net assets acquired, excluding goodwill	6,230

Intangible assets recognized as part of purchase accounting represent acquired technology and will be amortized on a straight line basis over ten years.

Goodwill associated with the acquisition represents expanded access to the European markets related to the sale of fuel cell technology for material handling equipment and was calculated as follows:

Consideration paid	$	11,474
Add: fair value of prior interest	2,869
Less: net assets acquired	(6,230		)

Total goodwill recognized	$	(8,113	)

As part of accounting for the acquisition, the Company recorded a gain to recognize the fair value of its 20% interest immediately prior to applying purchase accounting. The gain of $2.9 million is included in the accompanying unaudited consolidated statements of operations for the three and nine months ended September 30, 2015, as (loss) gain on acquisition activity, net.

Pro forma financial information with respect to the acquisition is not included as the impacts from the transaction are not material.