Business Combinations and Discontinued Operations

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Business Combinations and Asset Acquisition

NOTE 10 – Business Combinations and Discontinued Operations

WEBA

On December 27, 2016, the Company entered into a Stock Purchase Agreement (“WEBA SPA”) with WEBA, a privately-owned company that develops, manufactures and markets additive packages for the antifreeze/coolant, gas patch coolants and heat transfer industries. Pursuant to the WEBA SPA, the Company acquired all of the WEBA shares from the WEBA sellers for $150,000 in cash and $2.65 million in 8% Promissory Notes (see Note 8). In addition, the WEBA sellers may be entitled to receive earn-out payments of up to an aggregate of $2,500,000 for calendar years 2017, 2018, and 2019 based upon terms set forth in the WEBA SPA. The Company also issued 45,000 shares as repayment of $450,000 of notes payable due to the WEBA sellers. The fair market value of the shares was $12.50 on the date of issuance. Following the WEBA acquisition, WEBA became a wholly owned subsidiary of the Company.

We accounted for the acquisition of WEBA as required under applicable accounting guidance. Tangible assets acquired are recorded at fair value. Identifiable intangible assets that we acquired are recognized separately if they arise from contractual or other legal rights or if they are separable and are recorded at fair value. Goodwill is recorded as the excess of the consideration transferred over the fair value of the net identifiable assets acquired. The earn-out payment liability was recorded at its estimated fair value of $1,745,023.

During the years ended December 31, 2018 and 2017, the Company decreased the contingent acquisition consideration liability amount related to the earn-out payment and recognized a credit to general and administrative expenses of $687,443 and $241,910 respectively, due to the fiscal 2018 and 2017 revenue and earnings milestones not being met. The contingent acquisition consideration liability was $815,670 and $1,509,755 at December 31, 2018 and 2017, respectively.

Discontinued Operations

On January 11, 2019, we completed the sale (the “Asset Sale”) of our route antifreeze collection and re-distillation segment (the “Consumer Segment”) to Heritage-Crystal Clean, LLC (the “Purchaser”) pursuant to the terms of an asset purchase agreement, effective as of January 11, 2019 (the “Closing Date”), by and among the Purchaser, the Company and certain subsidiaries of the Company listed therein (the “Asset Purchase Agreement”). In consideration for the assets, the Purchaser paid the Company a purchase price of $1,417,000 in cash, which price is subject to adjustment based on the delivered value of the working capital of the Consumer Segment, to be determined within 90 days after the Closing Date, as well as a $100,000 damage hold back, to be paid to the Company within 30 days of the closing of the Asset Sale (the “Closing”). Other than the assumption of loan payments related to certain vehicle financings, no debt or significant liabilities were assumed by the Purchaser in the Asset Sale.

The loss from discontinued operations in the consolidated statements of operations includes the following:

	Years Ended
	December 31, 2018			December 31, 2017
Net sales	$	5,826,580		$	6,265,779
Cost of goods sold		(5,763,024	)		(5,522,832	)
Operating expenses		(759,339	)		(808,952	)
Impairment of long-lived assets		(1,150,211	)		-
Interest expense		(20,081	)		(22,377	)
Pretax loss from discontinued operations		(1,866,075	)		(88,382	)
Income tax (provision) benefit		4,565			(14,872	)
Loss from discontinued operations	$	(1,861,510	)	$	(103,254	)

The carrying amount of assets and liabilities included in discontinued operations comprise the following:

	December 31, 2018		December 31, 2017
Accounts receivable	$	289,967	$	814,928
Prepaid expenses		1,693		24,304
Inventories		399,677		293,724
Property, plant and equipment		1,031,865		1,419,570
Deposits		36,898		39,805
Goodwill		-		885,295
Other intangible assets, net		-		120,375
Total assets classified as discontinued operations	$	1,760,100	$	3,598,100
Accounts payable and accrued expenses	$	410,563	$	474,713
Notes payable		175,456		239,772
Total liabilities classified as discontinued operations	$	586,019	$	714,485