Acquisitions

3 Months Ended

Mar. 31, 2020

On February 13, 2020, the Company purchased substantially all of the assets of Delta Separations, LLC, a California limited liability company, and Teaching Tech, LLC, a California limited liability company (collectively described as "Delta Separations"). Delta Separations was a privately-held engineering company primarily engaged in the assembly and sale of centrifugal ethanol-based extraction systems. The results of Delta Separations have been included in the Company's consolidated financial results since the date of acquisition within the Company's Renewable Energy and Conservation segment. The preliminary purchase consideration for the acquisition of Delta Separations was $47.2 million, which includes a working capital adjustment and certain other adjustments provided for in the asset purchase agreement expected to be remitted in the next three to six months, at which time a final purchase price will be determined.

The purchase price for the acquisition of the assets was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess consideration was recorded as goodwill and approximated $39.3 million, all of which is deductible for tax purposes. Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and presence in the extraction processing markets.

The preliminary allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):



Working capital	$	3,183
Property, plant and equipment	337
Acquired intangible assets	7,600
Other assets	923
Other liabilities	(4,189		)
Goodwill	39,335
Fair value of purchase consideration	$	47,189

The intangible assets acquired in this acquisition consisted of the following (in thousands):



	Fair Value		Weighted-Average Amortization Period
Trademarks	$	2,000	5 years
Technology	2,200		10 years
Customer relationships	3,400		5 years
Total	$	7,600

On January 15, 2020, the Company purchased substantially all of the assets of Thermo Energy Systems, Inc., a Canadian-based, privately held provider of commercial greenhouse solutions in North America supporting the plant based organic food market. The results of Thermo Energy Systems have been included in the Company's consolidated financial results since the date of acquisition within the Company's Renewable Energy and Conservation segment. The preliminary purchase consideration for the acquisition of Thermo Energy Systems was $7.3 million.

The purchase price for the acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective estimated fair values and the remaining consideration was recorded to goodwill. Goodwill of approximately $13.3 million was recorded, all of which is deductible for tax purposes. Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in the commercial greenhouse markets.

The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):



Cash	$	58
Working capital	(16,464		)
Property, plant and equipment	1,029
Acquired intangible assets	9,386
Other assets	1,285
Other liabilities	(1,285		)
Goodwill	13,324
Fair value of purchase consideration	$	7,333

The intangible assets acquired in this acquisition consisted of the following (in thousands):



	Fair Value		Weighted-Average Amortization Period
Trademarks	$	635	3 years
Technology	2,541		15 years
Customer relationships	6,210		10 years
Total	$	9,386

On August 30, 2019, the Company acquired all of the outstanding membership interests of Apeks LLC ("Apeks"), a designer and manufacturer of botanical oil extraction systems and equipment. The results of Apeks have been included in the Company's consolidated financial results since the date of acquisition within the Company's Renewable Energy and Conservation segment. The aggregate purchase consideration for the acquisition of Apeks was $12.6 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement.

The purchase price for the acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess consideration was recorded as goodwill and approximated $5.9 million, all of which is deductible for tax purposes. Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and presence in the extraction processing markets.

The preliminary allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):



Cash	$	4,154
Working capital	(1,412		)
Property, plant and equipment	1,059
Acquired intangible assets	3,400
Other assets	508
Other liabilities	(1,081		)
Goodwill	5,933
Fair value of purchase consideration	$	12,561

The intangible assets acquired in this acquisition consisted of the following (in thousands):



	Fair Value		Weighted-Average Amortization Period
Trademarks	$	1,900	5 years
Technology	900		7 years
Customer relationships	600		6 years
Total	$	3,400

In determining the allocation of the purchase price to the assets acquired and the liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.

The acquisitions of Delta Separations, Thermo Energy Systems and Apeks were funded from available cash on hand.

The Company incurred certain acquisition-related costs composed of legal and consulting fees. These costs were recognized as a component of selling, general, and administrative expenses in the consolidated statement of operations.

During the three months ended March 31, 2020, the Company incurred $1.3 million of acquisition-related costs. The Company did not incur any acquisition-related costs during the three months ended March 31, 2019.