Acme Refrigeration of Baton

Rouge

LLC

On May 7, 2021, we acquired certain assets and assumed certain liabilities of Acme Refrigeration of Baton Rouge LLC, a distributor of air conditioning, heating, and refrigeration products, operating from 18 locations in Louisiana and Mississippi, for $22,855 less certain average revolving indebtedness. Consideration for the net purchase price consisted of $18,051 in cash, 8,492 shares of Common stock having a fair value of $2,551, and $3,141 for repayment of indebtedness, net of cash acquired of $1,340.

Temperature Equipment Corporation

On April 9, 2021, we acquired certain assets and assumed certain liabilities

comprising

the HVAC distribution business of Temperature Equipment Corporation, an HVAC distributor operating from 32 locations in Illinois, Indiana, Kansas, Michigan, Minnesota, Missouri and Wisconsin. We formed a new, stand-alone joint venture with Carrier, TEC Distribution LLC (“TEC”), that operate

this business. We have an 80% controlling interest in TEC

and

Carrier

has a 20%

non-controlling

interest. Consideration for the purchase was paid in cash, consisting of $105,200 paid to Temperature Equipment Corporation (Carrier contributed $21,040

and w

contributed $

84,160)

and $

1,497

for repayment

indebtedness.

The preliminary purchase

price resulted in the recognition of $

37,282

in goodwill and intangibles. The fair value of the identified intangible assets was $

19,900

and consisted of $

15,700

in trade names and distribution rights, and $

4,200

in customer relationships to be amortized over an

18-year

period. The tax basis of such goodwill is deductible for income tax purposes over

years.

The

table below presents the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of our

controlling interest in TEC based on their respective preliminary fair values as of April 9, 2021:


Accounts receivable	$	33,315
Inventories		71,395
Other current assets		962
Property and equipment		2,590
Operating lease right-of-use assets		53,829
Goodwill		17,382
Intangibles		19,900
Accounts payable		(25,393	)
Accrued expenses and other current liabilities		(19,237	)
Operating lease liabilities, net of current portion		(48,046	)

Total	$	106,697

The results of operations of these acquisitions have been included in the consolidated financial statements from their respective dates of acquisition. The pro forma effect of these acquisitions were not deemed significant to the consolidated financial statements.