Business Combination

6 Months Ended

Jun. 15, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

BUSINESS COMBINATIONS

On December 31, 2012, the Company, through a new Delaware subsidiary, Mirachem, LLC, purchased substantially all of the operating assets of Mirachem Corporation. Since 2004, Mirachem Corporation had provided the Company with cleaning chemistry used in the Company's aqueous parts cleaning service. The Company made an initial payment of approximately $2.5 million in cash at the time of closing and provided a note payable for an additional $0.8 million over two years.

In a separate transaction, the Company acquired from a third party additional aqueous technologies in exchange for a 20% interest in Mirachem, LLC. The Company has an option to repurchase this 20% interest, and the holder of this 20% interest has a right to sell the interest to the Company after January 1, 2016, at a price based on the trailing EBITDA of Mirachem, LLC, subject to potential modifications.

The Company completed these transactions in order to secure the supply of its aqueous parts cleaning chemistry which, together with the Company's patented aqueous parts cleaning equipment, should provide the Company with a strong platform from which to compete in the aqueous parts cleaning market.

The Company has consolidated Mirachem, LLC into its financial statements as part of the Environmental Services segment in fiscal 2013. The Company has determined that the financial results of Mirachem, LLC are not material to the consolidated results of the Company and therefore has not presented pro forma disclosures.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed, net of cash acquired, related to the Mirachem acquisition (in thousands):

Inventory	$	476
Property, Plant, & Equipment	218
Intangible Assets	2,710
Goodwill	809
Accounts Payable	(139		)
Non-controlling interest	(834		)
Total purchase price, net of cash acquired	$	3,240
Less:  note issued	(835		)
Net cash paid	$	2,405

The Company is continuing to evaluate the purchase price allocation. Purchase price allocations are subject to revision as the Company finalizes appraisals and other analyses. The allocation of the purchase price was adjusted from the allocations reported in the first quarter of fiscal 2013, resulting in a lower allocation to goodwill and a higher allocation to other intangible assets. Goodwill decreased approximately $1.1 million, from $1.9 million reported in the first quarter of fiscal 2013 to $0.8 million. Intangibles increased from $1.6 million reported in the first quarter of fiscal 2013 to $2.7 million in the second quarter of fiscal 2013. Final determination of the fair values may result in further adjustments to the values presented above.

Subsequent Events

On June 26, 2013, the Company purchased substantially all of the operating assets of Recycling Fluid Technologies, Inc. (RFTI), which was based in Battle Creek, Michigan. RFTI collects waste antifreeze, recycles the waste antifreeze, and through the recycling process produces a line of high quality antifreeze products which are sold for use in vehicle engine applications. The Company purchased RFTI for $4.9 million in cash and $1.2 million of the Company's common stock, or 82,000 shares.

On July 19, 2013, the Company purchased substantially all of the operating assets of Recycle Technologies, Inc. (RTI), which was based in Wood Dale, Illinois. RTI's business and operations were very similar to the business and operations of the former RFTI, which is described above. The Company purchased RTI for $2.9 million in cash at the time of closing, $0.4 million in the form of a note payable, and $1.0 million of the Company's common stock or 69,322 shares.

The Company has not yet completed its initial purchase price allocation for either the RFTI or RTI transaction. Once the initial purchase price allocations are complete, the Company will disclose the detail of the allocations. Purchase price allocations are subject to revision as the Company finalizes appraisals and other analyses.

The acquisitions of RFTI and RTI provide the Company with an immediate presence in the antifreeze recycling market. The Company will account for the purchase of both RFTI and RTI as business combinations, and the financial results of the Company's antifreeze businesses will be included in its Environmental Services segment beginning in the third quarter of fiscal 2013.