XML 33 R21.htm IDEA: XBRL DOCUMENT v3.20.2
Acquisition
6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Acquisition

14.      Acquisitions

 

Environmental Integrated Solutions

On June 4, 2020, the Company acquired 100% of the equity interests of Environmental Integrated Solutions (“EIS”) for $10.3 million in cash, which was financed with an additional draw on our revolving credit facility. As additional consideration, the former owners are entitled to earn-out payments based upon a multiple of specified financial results through December 31, 2021. Based on projections at the acquisition date, the Company estimated the fair value of the earn-out to be $0.6 million; the earn-out liability is recorded in “Accounts payable and accrued expenses” on the Condensed Consolidated Balance Sheets.

EIS engineers products that clean air through a variety of technologies including volatile organic compounds (“VOC”) abatement, odor control, and other air pollution control solutions, which complements our Industrial Solutions Segment businesses. The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing.

 

(table only in thousands)

 

 

 

 

Current assets (including cash of $4,212)

 

$

6,416

 

Property and equipment

 

 

26

 

Other assets

 

 

44

 

Goodwill

 

 

7,022

 

Intangible - finite life

 

 

4,840

 

Total assets acquired

 

 

18,348

 

Current liabilities assumed

 

 

(6,514

)

Deferred income tax liability

 

 

(920

)

Net assets acquired

 

$

10,914

 

 

The approximate fair values of the assets acquired and liabilities assumed related to the above acquisition are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed. Such changes could result in material variances between the Company’s future financial results, including variances in the estimated purchase price, fair values recorded and expenses associated with these items.

Goodwill recognized represents value the Company expects to be created by combining the various operations of the acquired businesses with the Company’s operations, including the expansion into markets within existing business segments, access to new customers and potential cost savings and synergies. Goodwill related to this acquisition is not deductible for tax purposes.

The Company acquired customer lists and tradename intangible assets valued at $4.2 million and $0.6 million, respectively. These assets were determined to have useful lives of 10 years.

Acquisition and integration expenses on the Condensed Consolidated Statements of Income are related to acquisition activities, which include retention, legal, accounting, banking, and other expenses. For the three months ended June 30, 2020, EIS accounted for $0.5 million in revenue and $0.2 million of net income included in the Company’s results.

 

The following unaudited pro forma financial information represents the Company’s results of operations as if the EIS acquisition had occurred on January 1, 2019:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

(table in thousands, except per share data)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net Sales

 

$

78,256

 

 

$

86,086

 

 

$

165,502

 

 

$

175,298

 

Net Income

 

 

4,341

 

 

 

6,014

 

 

 

8,621

 

 

 

8,150

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.12

 

 

$

0.17

 

 

$

0.24

 

 

$

0.23

 

Diluted

 

$

0.12

 

 

$

0.17

 

 

$

0.24

 

 

$

0.23

 

 

The pro forma results have been prepared for informational purposes only and include adjustments to amortize acquired intangible assets with finite life, reflect additional interest expense on debt used to fund the acquisition, and to record the income tax consequences of the pro forma adjustments. These pro forma results do not purport to be indicative of the results of

operations that would have occurred had the purchase been made as of the beginning of the periods presented or of the results of operations that may occur in the future.