Acquisition

12 Months Ended

Dec. 31, 2018

Note 12 - Acquisition

On October 10, 2017, the Company completed the Acquisition of ARI.

At closing, the Company paid net cash consideration of approximately $209 million, which included preliminary post-closing adjustments relating to: (i) changes in the net working capital of ARI as of the closing relative to a net working capital target, (ii) the actual amount of specified types of R-22 refrigerant inventory on hand at closing relative to a target amount thereof, and (iii) other consideration pursuant to the Stock Purchase Agreement.

The fair values of the assets that we acquired and the liabilities that we assumed were finalized in 2018. Any future changes to the acquired assets and liabilities will be recorded in the Company’s Consolidated Statement of Operations. The Company is currently engaged with Airgas with respect to finalizing the post-closing adjustment, as defined in the Stock Purchase Agreement.

The following table summarizes the Company’s estimates of the fair values of the assets acquired and the liabilities assumed on the date the Company completed the Acquisition of ARI, as previously reported as of December 31, 2017 and December 31, 2018:

	Amortization		As
	life		previously		Adjustments			As finalized
	(in months)		reported		(1)			(in thousands)
Accounts receivable			$	14,668	$			$	14,668
Other assets				734					734
Inventories				103,876		1,661			105,537
Property and equipment				24,179					24,179
Customer relationships		144		29,660					29,660
Above-market leases		153		567					567
Goodwill				48,609		(1,661	)		46,948
Total assets acquired			$	222,293	$	-		$	222,293

Accounts payable and accrued expenses			$	3,210	$			$	3,210
Other current liabilities				10,114					10,114
Total liabilities assumed			$	13,324	$	-		$	13,324

Total purchase price			$	208,969	$	-		$	208,969

(1)

The Company obtained further information regarding the fair value of acquired inventory based on information that existed as of the acquisition date.

The customer relationships were valued using the multi-period excess-earnings method, a form of the income approach. The above-market leases were valued using the differential cash flow method of the income approach.

The acquisition resulted in the recognition of $46.9 million of goodwill, which should be deductible for tax purposes. Goodwill largely consists of expected growth in revenue from new customer acquisitions over time.

The cash consideration paid by the Company at closing was financed with available cash balances, plus $80 million of borrowings under the PNC Facility and a new term loan of $105 million from the Term Loan Facility.

The following table provides unaudited pro forma total revenues and results of operations for the 12 months ended December 31, 2017 and 2016 as if ARI had been acquired on January 1, 2016. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as a step-up in basis in inventory, amortization expense on intangible assets arising from the acquisition, and interest on the acquisition financing. The pro forma results do not include any anticipated cost synergies or other effects of any planned integration. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed at the beginning of 2016, nor are they indicative of the future operating results of the combined companies.

	12 Months Ended December 31,
(unaudited, in thousands, except per share amounts)	2017		2016
Revenues	$	255,701	$	239,626
Net income	$	23,405	$	17,109
Net income per share:
Basic	$	0.56	$	0.50
Diluted	$	0.55	$	0.48

The unaudited pro forma earnings for the 12 months ended December 31, 2017 were also adjusted to exclude $6.3 million of acquisition-related expenses incurred in 2017. Also included in the operating results for the year ended December 31, 2017 are $14.8 million of revenue from ARI and $1.5 million in pretax losses since the acquisition date, which includes the amortization of newly acquired intangible assets and amortization of step-up in the basis of inventories.