Glacier Reports 2020 Results - Seite 3

The Company is monitoring conditions on an ongoing basis and will respond accordingly. Revenues have been recovering gradually, and the Company is working to maintain sufficient levels of operating income within these levels, and making concerted efforts to bring revenues back further and increase profits and cash flow.

Sale of Non-Controlling Interest

In July 2020, the Company sold a 45% non-controlling interest in its ERIS and STP businesses (ERI Environmental Risk LP) to Madison Venture Corporation (“Madison”), a related party. The Company, through its affiliate GVIC Communications Corp. (“GVIC”) received $11 million in cash and retained 100% of the cash flow of the businesses relating to the 45% interest for two years. A $1.6 million receivable was recorded at the time with respect to the additional cash flows being received over two years. The transaction allows Madison to acquire an additional 4% interest in the businesses at the acquisition date pricing and an additional 2% at market value, and includes a mutual right of first refusal. There is a buy/sell provision that is exercisable after three years that allows either party to offer to acquire the other party’s interest at market value.

Acquisition of GeoSearch

In November 2020, the Company, through its subsidiaries ERIS Information Inc. and ERIS Information LP (together “ERIS”), acquired the assets of GeoSearch LLC (“GeoSearch”) for estimated total consideration of $15.2 million. Cash of $3.6 million was paid up front with the remainder consisting of a fixed deferred purchase price of $7.7 million payable over the next three years, as well as a contingent consideration amount based on future GeoSearch net income that was estimated at $3.9 million. GeoSearch is a U.S. based environmental risk information business with complimentary products to ERIS. The acquisition increases the revenue, cash flow and competitiveness of ERIS. The Company’s minority partner who owns 45% of ERIS is expected to provide $5.1 million in funding toward the deferred purchase obligations. The Company’s share of the total purchase price was $8.3 million and paid $2.0 million at closing and expects to pay the remaining $6.3 million over four years.