Quarterly report pursuant to Section 13 or 15(d)

Acquisitions of Businesses and Other Intangibles (Tables)

v3.5.0.2
Acquisitions of Businesses and Other Intangibles (Tables)
9 Months Ended
Sep. 30, 2016
Business Acquisition Pro Forma Information

The following unaudited supplemental pro forma information assumes the TNT and Energy Source acquisitions referred to above had been completed as of January 1, 2015 and is not indicative of the results of operations that would have been achieved had the transactions been consummated on such date or of results that might be achieved in the future.

 

     Nine Months Ended
September 30, 2016
     Year Ended
December 31,
2015
 

Revenue

   $ 128.8       $ 163.4   

Operating income

   $ 0.5       $ 0.2   

Net loss

   $ (1.4    $ (1.7
TNT  
Purchase Price Allocation

Purchase Price Allocation

 

Consideration:

  

Cash paid (1)

   $ 8.6   

Promissory note

     2.0   

Contingent consideration (2)

     4.1   
  

 

 

 

Total Consideration

   $ 14.7   
  

 

 

 

Fair Value of Assets Acquired and Liabilities Assumed:

  

Working capital, net

   $ 1.3   

Goodwill (3)

     7.5   

Intangible assets (4)

     5.9   
  

 

 

 

Net Assets

   $ 14.7   
  

 

 

 

 

(1) Includes the prepayment of a preliminary working capital adjustment of $0.6 million. The cash payment was funded through the common stock offering (see Note 10).
(2) Contingent consideration is based on expected revenue and adjusted EBITDA.
(3) During the third quarter, we recorded a $1.3 million increase to goodwill related to an adjustment in working capital. Goodwill is expected to be deductible for income tax purposes.
(4) The acquired intangible assets are being amortized consistent with the period the underlying cash flows are generated.
Energy Source  
Purchase Price Allocation

Purchase Price Allocation

 

Consideration:

  

Cash paid (1)

   $ 10.0   

Common stock issued

     9.7   

Promissory notes (2)

     10.0   

Contingent consideration (3)

     1.8   
  

 

 

 

Total Consideration

   $ 31.5   
  

 

 

 

Fair Value of Assets Acquired and Liabilities Assumed:

  

Working capital, net

   $ 1.4   

Goodwill (4)

     21.3   

Intangible assets (5)

     8.8   
  

 

 

 

Net Assets

   $ 31.5   
  

 

 

 

 

(1) The cash payment funded through the issuance of common stock to a third-party investor for $10.0 million.
(2) The promissory notes are supported by an irrevocable letter of credit from RVL (see Note 14).
(3) Contingent consideration is based on projected EBITDA during 2015, 2016 and 2017.
(4) Goodwill is expected to be deductible for income tax purposes.
(5) The acquired intangible assets are being amortized consistent with the period the underlying cash flows are generated.