| Acquisitions | 3. Acquisitions
When
appropriate, the Company accounts for business combinations in
accordance with ASC 805, Business Combinations
The estimated
fair values of assets acquired and liabilities assumed are based on
the information that was available through the date of the most
recent balance sheet, and are provisional, until the Company has
completed the required analysis of fair values to be assigned to
the assets acquired and liabilities assumed. The ultimate
determination of fair values assigned to the assets acquired and
liabilities assumed requires management to make significant
assumptions and estimates. The more significant assumptions include
estimating future cash flows and developing appropriate discount
rates. These estimates and assumptions of the fair value allocation
are subject to change upon the finalization of all valuation
analyses. When required, independent valuation specialists conduct
valuations to assist management of the Company in determining the
estimated fair values of trade receivables, inventory, machinery
and equipment, intangible assets and liabilities assumed, including
contingent consideration. The determination of these estimated fair
values, the assets’ useful lives and the amortization and
depreciation methods are subject to finalization of the work
performed by the independent valuation specialists. Fair value
measurements can be highly subjective, and the reasonable
application of measurement principles may result in a range of
alternative estimates using the same facts and circumstances. The
final allocation could be materially different from the preliminary
allocation recorded in the Company’s consolidated balance
sheet. However, the Company’s management is ultimately
responsible for the values assigned. Although the final
determinations may result in asset fair values that are materially
different from the preliminary estimates of the amounts included in
the Company’s consolidated financial statements until the
Company has finalized its analysis, the Company believes that the
fair values ultimately assigned to the assets acquired and
liabilities assumed will not materially differ from amounts
initially recorded in the Company’s consolidated financial
statements.
The
consolidated financial statements as of and for the years ended
December 31, 2015 and 2014, include the assets, liabilities
and operating results of each acquired business since the date of
each respective acquisition. There were no such business
combinations during the year ended December 31,
2013. Acquisition of
Powertrain Integration, LLC
On May 4,
2015, the Company entered into an Asset Purchase Agreement
(“APA”) with Powertrain Integration, LLC
(“Powertrain”) and its owners to acquire the assets of
Powertrain. The acquisition closed on May 19, 2015
(“Powertrain Date of Acquisition”). Powertrain provides
on-road powertrain solutions, including systems, components and
services for niche OEM automakers and fleets. Powertrain
specializes in alternative-fuel as well as gasoline and diesel
systems and offers design, engineering, testing and production
capabilities to deliver one-stop vehicle integration. At closing,
the Company paid cash of $20,873,000 representing the initial cash
consideration adjusted for estimated working capital. Subsequently,
the Company recorded a $97,000 favorable final working capital
adjustment that reduced the cash paid to $20,776,000. The purchase
price was subject to further adjustments for assumed liabilities,
and contingent consideration consisting of a Base Earn-out Payment
and Additional Earn-out Payment, all as described in the APA. The
contingent consideration attributable to the Base Earn-out was
based upon the 2015 full year net sales of Powertrain and the
Additional Earn-out Payment was defined as the greater of a
5.0% per annum return on the Base Earn-out Payment and the
incremental growth of the Company’s stock price since the
acquisition was announced as determined in accordance with the
formula defined in the APA. The Base Earn-out Payment and the
Additional Earn-out Payment were initially determined using a
Modified Black-Scholes call option model because the inputs to
determine these amounts were unobservable and thus considered a
Level 3 financial instrument. The resultant initial contingent
consideration of $8,200,000 and the cash paid at closing along with
the final working capital adjustment resulted in a purchase price
of $28,976,000 subject to the final determination of the contingent
consideration.
As of
December 31, 2015, the final Base Earn-out and Additional
Earn-out Payment were finalized and the contingent consideration
was adjusted to $8,248,000. The additional liability was recorded
as an adjustment within “Other (income) expense” within
the Company’s statement of operations for the year ended
December 31, 2015.
Under the terms
of the APA, the Base Earn-out and the Additional Earn-out payments
are expected to be paid in cash during 2016.
The Company
accounted for this acquisition as a business combination in
accordance with ASC 805, Business Combinations
The purchase
price for this acquisition had been provisionally allocated as of
May 19, 2015, and deemed final as of December 31, 2015,
to the assets acquired and liabilities assumed based on their
estimated fair values as follows:
May 19, 2015 Measurement May 19, 2015
Assets acquired:
Accounts
receivable $ 4,942 $ (11 ) $ 4,931
Inventories 1,890 — 1,890
Prepaid expenses and other
current assets 23 — 23
Property, plant &
equipment 315 (1 ) 314
Other non-current
assets 24 — 24
Total tangible
assets 7,194 (12 ) 7,182
Intangible
assets:
Intangible
assets 13,600 — 13,600
Goodwill 14,471 506 14,977
Total assets
acquired 35,265 494 35,759
Liabilities
assumed:
Accounts payable 5,951 — 5,951
Accrued
liabilities 241 591 832
Total liabilities
assumed 6,192 591 6,783
Net assets
acquired $ 29,073 $ (97 ) $ 28,976
Cash paid at Powertrain
Date of Acquisition $ 20,873
Contingent
consideration 8,200
Working capital
adjustment (97 )
Aggregate
consideration $ 28,976
The above
estimated fair values of assets acquired and liabilities assumed
were initially provisional, but deemed final as of
December 31, 2015. There are inherent uncertainties and
management judgment required in these determinations. The fair
value measurements of certain assets acquired and liabilities
assumed were based on valuations involving significant unobservable
inputs that are Level 3 inputs in the fair value hierarchy. The
Company believes that these inputs provided a reasonable basis for
estimating the fair values and has finalized these amounts as of
December 31, 2015. Except as discussed below, the assets
acquired and the liabilities assumed were stated at their estimated
fair values at the Powertrain Date of Acquisition.
The fair value
of accounts receivable acquired was adjusted for amounts known or
highly likely to be uncollectible based upon an assessment of known
facts and circumstances as of the Powertrain Date of Acquisition
and additional information arising subsequent to the Powertrain
Date of Acquisition with respect to these known facts and
circumstances.
The inventory
acquired was revalued to its fair value. While the cost of raw
materials generally approximated fair value, the value of finished
goods inventory was “stepped up” by $22,000,
representing the estimated selling price of that inventory less the
sum of costs to complete and a reasonable allowance for the
Company’s selling efforts, thereby reducing the margin on
certain acquired inventory sold. The Company recognized all of this
“stepped up” inventory value within cost of sales in
the year ended December 31, 2015.
The
identifiable intangible assets as a result of the acquisition are
amortized over their respective estimated useful lives as
follows:
Asset Estimated
Backlog $ 600 3 months
Customer
relationships 13,000 12 years
Total identifiable
intangible assets $ 13,600
The weighted
average useful life of the intangibles identified above is
approximately 11.5 years. The fair value of backlog and customer
relationships was derived using the multi-period excess earnings
method.
The fair value
of property, plant and equipment was based upon the acquisition
costs of assets acquired as of the Powertrain Date of Acquisition
adjusted for any known facts and circumstances necessary to
approximate fair value.
Goodwill
largely consists of geographic expansion of product sales,
manufacturing and other synergies of the combined companies, and
the value of the assembled workforce.
The accounts
payable and accrued liabilities assumed were based on their book
values which approximated their fair values at the Powertrain Date
of Acquisition. Subsequent to the Powertrain Date of Acquisition,
the accrued liabilities were further adjusted by $591,000 primarily
related to additional warranty reserves to more accurately reflect
the liabilities assumed as of that date.
The following
supplemental pro forma information presents the financial results
as if the Powertrain transaction had occurred on January 1,
2014 as follows:
Year ended (unaudited)
December 31, December 31,
Net sales $ 402,718 $ 400,585
Net income 14,868 $ 26,320
Earnings per share,
basic $ 1.38 $ 2.46
Earnings per share,
diluted $ 0.50 $ 1.81
The pro forma
information presented above is for information purposes only and is
not indicative of the results of operations that would have been
achieved if the acquisition had taken place at an earlier date, nor
are these results necessarily indicative of future consolidated
results of operations of the Company. Acquisition of Bi-Phase
Technologies, LLC
On May 1,
2015 (“Bi-Phase Date of Acquisition”), the Company
acquired all of the membership interests in Bi-Phase Technologies,
LLC, a Minnesota limited liability company (“Bi-Phase”)
and wholly-owned subsidiary of TPB, Inc., a Minnesota corporation.
Bi-Phase is engaged in the design and manufacture of liquid propane
electronic fuel injection systems to allow for the conversion of
vehicles from gasoline to propane. The initial purchase price was
approximately $3.5 million in cash plus certain working capital
adjustments, assumption of certain liabilities and Earn-out
Payments as defined in the Membership Interest Purchase Agreement.
The cash paid at the Bi-Phase Date of Acquisition was $3,619,000
including estimated working capital. Subsequently, the Company paid
an additional $266,000 representing the final working capital
adjustment for total cash consideration of $3,885,000 before the
contingent consideration. The Company also recorded a contingent
consideration liability of $540,000 representing an estimate of the
Earn-out Payments expected to be payable in connection with the
acquisition of Bi-Phase. This contingent consideration, payable to
TPB, Inc., is based upon certain sales of Bi-Phase fuel systems
over a period of three to five years. Accordingly, the aggregate
purchase price approximated $4,425,000 as of December 31,
2015.
The Company
accounted for this acquisition as a business combination in
accordance with ASC 805, Business Combinations
The purchase
price for this acquisition had been provisionally allocated at the
Bi-Phase Date of Acquisition, and deemed final as of
December 31, 2015, to the assets acquired and liabilities
assumed based on their estimated fair values as follows:
May 1, 2015 (Bi-Phase Date of
Acquisition)
Assets acquired:
Accounts
receivable $ 212
Inventories 2,103
Prepaid expenses 4
Property, plant &
equipment 113
Other assets 162
Total tangible
assets 2,594
Intangible
assets:
Intangible
assets 860
Goodwill 1,217
Total assets
acquired 4,671
Liabilities
assumed:
Accounts payable 199
Accrued
liabilities 47
Total liabilities
assumed 246
Net assets
acquired $ 4,425
Initial cash paid at
Bi-Phase Date of Acquisition $ 3,619
Contingent
consideration 540
Working capital
adjustment 266
Aggregate
consideration $ 4,425
The fair value
measurements of certain assets acquired and liabilities assumed
were based on valuations involving significant unobservable inputs
that are Level 3 inputs in the fair value hierarchy. There are
inherent uncertainties and management judgment required in these
determinations. The Company believes that these inputs provided a
reasonable basis for estimating the fair values and has finalized
these amounts as of December 31, 2015. Except as discussed
below, the assets acquired and the liabilities assumed were stated
at their estimated fair values at the Bi-Phase Date of
Acquisition.
The fair value
of accounts receivable acquired was adjusted for amounts known or
highly likely to be uncollectible based upon an assessment of known
facts and circumstances as of the Bi-Phase Date of Acquisition and
additional information arising subsequent to that date with respect
to these known facts and circumstances.
The inventory
acquired was revalued to its fair value. While the cost of raw
materials generally approximated fair value, the value of finished
goods inventory was “stepped up” by $226,000,
representing the estimated selling price of that inventory less the
sum of costs to complete and a reasonable allowance for the
Company’s selling efforts, thereby reducing the margin on
certain acquired inventory sold. The Company recognized all of this
“stepped up” inventory value within cost of sales in
the year ended December 31, 2015.
The
identifiable intangible assets as a result of the acquisition are
amortized over their respective estimated useful lives as
follows:
Asset Estimated
Developed
technology $ 700 7 years
Customer
relationships 160 15 years
Total identifiable
intangible assets $ 860
The weighted
average useful life of the intangibles identified above is
approximately 8.5 years. The fair value of developed technology and
customer relationships was derived using the relief from royalty
method and the multi-period excess earnings method,
respectively.
The fair value
of property, plant and equipment was based upon the acquisition
costs of assets acquired as of the Bi-Phase Date of Acquisition
adjusted for any known facts and circumstances necessary to
approximate fair value.
Goodwill
largely consists of geographic expansion of product sales,
manufacturing and other synergies of the combined companies, and
the value of the assembled workforce. Acquisition of
Buck’s Acquisition Company, LLC
On
March 18, 2015 (“Buck’s Date of
Acquisition”), the Company acquired all of the membership
interests in Buck’s Acquisition Company, LLC,
(“Buck’s”) from UE Powertrain d/b/a Buck’s
Engines and United Holdings, LLC, for an initial cash purchase
price of approximately $9,735,000, subject to certain adjustments
as defined by the purchase agreement. Buck’s is a
manufacturer of alternative-fuel engines for industrial markets and
was formerly a product line of United Engines, LLC. Buck’s
supplies a range of alternative-fuel engines that run on natural
gas, propane and liquid propane gas fuels. Buck’s targets an
extensive range of industrial applications, including irrigation,
gas compression, oil production, industrial equipment, power
generation, mobile equipment, wind turbines, and re-power
applications. The acquisition of Buck’s was accounted for as
a business combination in accordance with ASC 805, Business
Combinations
The purchase
price for this acquisition had been provisionally allocated at the
Bucks Date of Acquisition, and deemed final as of December 31,
2015, to the assets acquired and liabilities assumed based on their
estimated fair values as follows:
March 18, 2015
Assets acquired:
Inventories $ 6,598
Property, plant &
equipment 231
Total tangible
assets 6,829
Intangible
assets:
Intangible
assets 1,380
Goodwill 1,526
Total assets
acquired $ 9,735
The fair value
measurements of certain assets acquired were based on valuations
involving significant unobservable inputs that are Level 3 inputs
in the fair value hierarchy. There are inherent uncertainties and
management judgment required in these determinations. The Company
believes that these inputs provided a reasonable basis for
estimating the fair values and has finalized these amounts as of
December 31, 2015. Except as discussed below, the assets
acquired and the liabilities assumed were stated at their estimated
fair values at acquisition.
The inventory
acquired was revalued to its fair value. While the cost of raw
materials generally approximated fair value, the value of finished
goods inventory was “stepped up” by $290,000,
representing the estimated selling price of that inventory less the
sum of costs to complete and a reasonable allowance for the
Company’s selling efforts, thereby reducing the margin on
certain acquired inventory sold. The Company recognized all of this
“stepped up” inventory value within cost of sales in
the year ended December 31, 2015.
The
identifiable intangible asset as a result of the acquisition is
amortized over its respective estimated useful life as
follows:
Asset amount Estimated life
Customer
relationships $ 1,380 10 years
The fair value
of customer relationships was derived using the multi-period excess
earnings method.
The fair value
of property, plant and equipment was based upon the acquisition
costs of assets acquired as of the Buck’s Date of Acquisition
adjusted for any known facts and circumstances necessary to
approximate fair value.
Goodwill
largely consists of geographic expansion of product sales,
manufacturing and other synergies of the combined companies, and
the value of the assembled workforce.
The
consolidated financial statements as of and for the years ended
December 31, 2015 and 2014, include the assets, liabilities
and operating results of each acquired business since the date of
each respective acquisition. There were no such business
combinations during the year ended December 31,
2013.
Acquisition of
Professional Power Products, Inc.
On
April 1, 2014 (“Date of Acquisition”), the Company
acquired Professional Power Products, Inc. (“3PI”),
pursuant to a stock purchase agreement with Carl L. Trent and
Kenneth C. Trent (collectively the “Trents”) and CKT
Holdings Inc., a Wisconsin corporation owned by the Trents. 3PI is
a designer and manufacturer of large, custom engineered integrated
electrical power generation systems serving the global diesel and
natural gas power generation markets. The Company treated the
acquisition of 3PI as a purchase of assets for income tax purposes.
The acquisition of 3PI was financed through the Company’s
revolving line of credit and from proceeds received from a secured
term loan.
On the Date of
Acquisition, the Company acquired all of the issued and outstanding
stock of 3PI, an Illinois corporation and wholly-owned subsidiary
of CKT Holdings Inc., for cash of $45.4 million, including cash
acquired of $1.3 million, and agreed to pay to the sellers
additional consideration of between $5,000,000 and $15,000,000 in
shares of the Company’s common stock, valued at $76.02 per
share (i.e., between 65,772 and 197,316 shares), based upon, and
following the final determination in accordance with the Stock
Purchase Agreement of, the 3PI EBITDA (as defined in the Stock
Purchase Agreement). As of the Date of Acquisition, this
consideration was valued at $8.9 million, and accordingly the total
consideration payable for 3PI was valued at $54.3 million. The
consideration payable in shares of the Company’s common stock
consisted of (i) fixed consideration and (ii) contingent
consideration. The Stock Purchase Agreement included a provision by
and among the Company, Shareholders and Seller to treat the
purchase of the 3PI stock as an acquisition of assets for income
tax purposes.
The fixed
portion of the consideration, representing 65,772 shares of the
Company’s common stock valued at $5,060,000 at the Date of
Acquisition was classified as a component of equity in the
Company’s consolidated balance sheet as of December 31,
2014. The fixed portion of the consideration was not subject to
revaluation adjustment for financial reporting purposes. The
contingent portion of the consideration (i.e., the earn-out
consideration) was up to 131,544 shares of the Company’s
common stock (i.e., the difference between the maximum number of
shares issuable of 197,316 and the fixed number of shares issuable
of 65,772). The earn-out portion of consideration was initially
valued at $3,840,000 as of the Date of Acquisition and recognized
as a liability on the Company’s consolidated balance sheet.
The measurement period for determining the amount of contingent
consideration ultimately payable to the sellers was based upon the
2014 full calendar-year performance of 3PI as defined in the Stock
Purchase Agreement. The minimum threshold for payout of the
earn-out consideration was not met as of December 31, 2014.
Accordingly, the Company reversed the liability that had been
recorded and recognized a gain of $3,840,000 which amount has been
classified as “Other income” in the Company’s
consolidated results of operations for the year ended
December 31, 2014.
The Company
incurred total transaction costs related to the acquisition of
approximately $811,000, all of which was recognized and classified
within general and administration expense in the Company’s
consolidated statements of operations in 2014. To facilitate the
transaction, the Company entered into an amended and restated
credit agreement with Wells Fargo Bank, N.A. on April 1, 2014,
to increase its revolving line of credit and secured a $5.0 million
term loan to finance this acquisition. Refer to Note 8,
“Debt” for a further description of these
obligations.
The acquisition
of 3PI was accounted for as a business combination in accordance
with ASC 805, Business Combinations
April 1, 2014 Measurement April 1, 2014
Assets acquired:
Cash $ 1,277 $ — $ 1,277
Accounts
receivable 3,989 — 3,989
Inventories 5,073 (120 ) 4,953
Prepaid expenses and other
current assets 243 — 243
Property, plant &
equipment 2,596 — 2,596
Total tangible
assets 13,178 (120 ) 13,058
Intangible
assets:
Intangible
assets 23,500 — 23,500
Goodwill 22,372 1,174 23,546
Total assets
acquired 59,050 1,054 60,104
Liabilities
assumed:
Accounts payable 1,494 — 1,494
Accrued
liabilities 3,257 1,054 4,311
Total liabilities
assumed 4,751 1,054 5,805
Net assets
acquired $ 54,299 $ — $ 54,299
The following
table provides a summary of the initial consideration for
3PI:
Fair value of assets
acquired $ 60,104
Less liabilities
assumed (5,805 )
Net assets
acquired 54,299
Less value of shares of
Company common stock expected to be issued at date of
acquisition (8,900 )
Less cash
acquired (1,277 )
Cash paid $ 44,122
The above
estimated fair values of assets acquired and liabilities assumed
were based on known information as of April 1, 2014, were
provisionally allocated to the assets acquired and liabilities
assumed and deemed final as of December 31, 2014. There are
inherent uncertainties and management judgment required in these
determinations. The fair value measurements of the assets acquired
and liabilities assumed were based on valuations involving
significant unobservable inputs, or Level 3 in the fair value
hierarchy. The Company believes that this information provides a
reasonable basis for estimating the fair values. Except as
discussed below, the assets acquired and the liabilities assumed
were stated at their estimated fair values at the Date of
Acquisition.
The fair value
of accounts receivable acquired was adjusted for amounts known or
highly likely to be uncollectible based upon an assessment of known
facts and circumstances as of the Date of Acquisition and
additional information arising subsequent to the Date of
Acquisition with respect to these known facts and circumstances.
The gross amount of accounts receivable acquired was approximately
$4,332,000 of which $343,000 is expected to be
uncollectible.
The inventory
acquired was revalued to its fair value. While the cost of raw
materials generally approximates fair value, the value of work in
process and finished goods inventory was “stepped up”
by $482,000, representing the estimated selling price of that
inventory less the sum of costs to complete and a reasonable
allowance for the Company’s selling efforts. This
“stepped up” inventory value was recognized within the
Company’s cost of sales during 2014. Subsequent to the Date
of Acquisition, the inventory was further adjusted by approximately
$120,000, reflecting the value of the inventory acquired as of
April 1, 2014.
See Note 6,
“Goodwill and other intangibles,” for detail describing
the intangible assets acquired and the amortization period based on
the estimated useful lives of the intangible assets. The fair value
of backlog and customer relationships was derived using the
multi-period excess earnings method. The fair value of the trade
names and trademarks was derived using the relief from royalty
method.
The fair value
of property, plant and equipment was based upon an appraisal of
these assets or the acquisition costs of assets acquired
immediately prior to the Date of Acquisition.
Goodwill
largely consists of geographic expansion of product sales,
manufacturing and other synergies of the combined companies, and
the value of the assembled workforce.
The accounts
payable and accrued liabilities assumed were based on their book
values which approximated their fair values at the Date of
Acquisition. Subsequent to the Date of Acquisition, the accrued
liabilities were further adjusted by $1,054,000.
During the year
ended December 31, 2014, the Company’s liability for the
contingent consideration associated with the acquisition was
measured at fair value based on unobservable inputs, and was thus,
considered a Level 3 financial instrument. The fair value of the
liability determined by this analysis was primarily driven by the
Company’s expectations of achieving the performance measures
required by the Stock Purchase Agreement, the resulting shares
expected to be issued, and the share price of the Company’s
common stock. The expected performance metrics and resulting shares
expected to be issued were estimated based on a Monte Carlo
simulation model considering actual and forecasted results over the
measurement period. For the year ended December 31, 2014, the
Company recognized income of $3,840,000 due to a decrease in the
estimated fair value of the Company’s contingent
consideration liability. This valuation adjustment was recorded as
“Contingent consideration” in the Company’s
consolidated statements of operations for the year ended
December 31, 2014. As of December 31, 2014, the
Company’s contingent consideration liability was determined
to be zero.
As a result of
the provisions within the Stock Purchase Agreement, the Company
treated the acquisition of 3PI as a purchase of assets for income
tax purposes. Accordingly, the financial and income tax bases of
the assets and liabilities were initially the same at the Date of
Acquisition. The write-off of the earn-out portion of the
contingent consideration and the difference in the book and tax
basis of the fixed portion of the consideration resulted in a lower
amount of goodwill that is deductible by the Company for income tax
purposes. Accordingly, the Company recognized deferred income tax
liabilities arising from these differences which amounted to
$1,570,000 and $681,000, respectively. The $1,570,000 was
recognized in the Company’s income tax expense while the
$681,000 was recognized as an adjustment to the Company’s
additional paid-in-capital as of and for the year ended
December 31, 2014. The total amount of goodwill that is
expected to be deductible for income tax purposes was approximately
$18.0 million at December 31, 2014.
The assets,
liabilities, and operating results of 3PI have been included in the
Company’s consolidated financial statements from the Date of
Acquisition to December 31, 2014. 3PI’s sales, net of
intercompany sales, included in the Company’s operating
results from the Date of Acquisition to December 31, 2014 were
$20.4 million and 3PI reported an operating loss of approximately
$2.0 million for the same period. Amortization expense related to
identifiable intangible assets associated with the acquisition,
further described in Note 6, “Goodwill and other
intangibles,” and included in the consolidated financial
statements, approximated $2,108,000 from the Date of Acquisition
through December 31, 2014 and was included in the
aforementioned loss from operations.
The following
supplemental unaudited pro forma information presents the financial
results as if the 3PI transaction had occurred on January 1,
2013 as follows:
Year ended
December 31, December 31,
Net sales $ 353,175 $ 278,117
Net (loss)
income $ 23,671 $ (16,557 )
(Loss) earnings per share,
basic $ 2.21 $ (1.69 )
(Loss) earnings per share,
diluted $ 1.57 $ (1.69 )
The historical
operating results of 3PI included in the proforma information above
was adjusted to exclude certain non-recurring expenses, principally
transaction expenses which amount approximated $3,474,000 in 2014
and none in 2013.
The pro forma
information presented above is for information purposes only and is
not indicative of the results of operations that would have been
achieved if the acquisition had taken place at an earlier date, nor
are these results necessarily indicative of future consolidated
results of operations of the Company. Transaction fees and
expenses
The Company
incurred total transaction costs related to its acquisition
activities of $526,000, excluding lease termination expenses
associated with the Buck’s and Bi-Phase facilities, for the
year ended December 31, 2015, respectively, all of which was
recognized as an operating expense and classified within general
and administrative expenses in the Company’s consolidated
statements of operations. The Company incurred total transaction
costs related to the 3PI acquisition of $811,000 in the year ended
December 31, 2014. |
