Note 12 - Acquisitions

On November 5, 2014 the Company purchased certain assets from Polar Technologies, LLC (“Polar”) related to its refrigerant reclamation business and facilities in Nashville, Tennessee; Ontario, California, and San Juan, Puerto Rico; hiring approximately thirty-two Polar employees associated with the business. The purchase price for this acquisition was $8.0 million. A portion of the purchase price was to be paid in the future pursuant to the purchase agreement. The preliminary asset allocation reflected in the December 31, 2014 financial statements was approximately $5.4 million of tangible assets, approximately $2.3 million of intangible assets, and approximately $0.3 million of goodwill. The intangible assets are being amortized over a period of 2 to 10 years. The goodwill recognized as part of the acquisition, is deductible for tax purposes.

As of December 31, 2015 the valuation and allocation of the purchase price for Polar was finalized resulting in an increase in tangible assets of $0.2 million, as well as an increase in goodwill of $0.2 million and a decrease in intangible assets of $0.3 million. This final valuation was reflected in the December 31, 2015 financial statements.

The results of the Polar operations are included in the Company’s consolidated statement of operations from the date of acquisition and are not material to the Company’s financial position or results of operations.

On January 16, 2015, the Company acquired certain assets of a supplier of refrigerants and compressed gases, and also hired three employees associated with the business. The purchase price for this acquisition was $2.4 million cash paid at closing and the assumption of a liability of $20,000, and a maximum of an additional $3.0 million of deferred acquisition cost, or earn-out. The preliminary asset allocation was approximately $1.6 million of tangible assets, approximately $1.5 million of intangible assets, and approximately $2.3 million of goodwill.

As of December 31, 2015 the valuation and allocation of the purchase price for this acquisition was finalized. As part of that process it was determined that the deferred acquisition cost payable that had been previously recorded at the maximum earn out of $3.0 million per the purchase agreement was overstated by approximately $1.0 million. This adjustment to the deferred acquisition cost payable resulted in lowering the purchase price from approximately $5.4 million to approximately $4.4 million. The final valuation resulted in a reduction in goodwill by approximately $1.9 million, and increase in intangible assets of approximately $0.8 million and an increase in current assets of approximately $0.1 million. This final valuation, as well as the respective changes in the amortization of intangibles, was reflected in the December 31, 2015 financial statements.

Please see table in Note 2 for a rollforward of the deferred acquisition cost. During the year ended December 31, 2015, approximately $0.4 million of the 2015 deferred acquisition cost liability was paid. During the year ended December 31, 2015, as a result of reduced earnings, the Company reduced the deferred acquisition cost liability by approximately $0.3 million, which was reflected in the December 31, 2015 Consolidated Statements of Operations as Other Income (Expense).

The deferred acquisition cost liability balance at December 31, 2015, which was included in Accrued expenses and other current liabilities, was $1.9 million. During the year ended December 31, 2016, the Company paid approximately $1.7 million in deferred acquisition cost. During the year ended December 31, 2016, as a result of improved performance, the Company increased this deferred acquisition cost liability by approximately $0.6 million and recorded the amount as Other Income (Expense) in 2016. The remaining liability of $0.8 million was subsequently paid in January 2017.

The intangible assets are being amortized over a period ranging from two to ten years. The goodwill recognized as part of the acquisition will be deductible for tax purposes. The transaction also provides for additional employee compensation for years 2017 through 2019, based on certain revenue performance. The total additional employee compensation, if any, cannot exceed $3,000,000.

The results of the acquired business operations are included in the Company’s consolidated Statements of Operations from the date of acquisition, and are not material to the Company’s financial position or results of operations.