Quarterly report pursuant to Section 13 or 15(d)

Acquisitions of Businesses

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Acquisitions of Businesses
6 Months Ended
Jun. 30, 2017
Acquisitions of Businesses
14. Acquisitions of Businesses

TNT Energy, LLC

On May 6, 2016, we completed the acquisition of TNT, a turnkey provider of LED lighting-based energy savings projects within the commercial, industrial, hospitality, retail, education and municipal sectors. TNT’s headquarters is located in Raynham, Massachusetts. The acquisition of TNT is expected to expand our footprint within key lighting retrofit markets in the United States. We believe this is a direct complementary fit with our division, Energy Source, based in Providence, RI. In addition to its broad existing customer base, TNT is a contract vendor for the Small C&I Business Programs of northeast utility companies, with a defined territory of approximately 120 municipalities throughout Massachusetts. We acquired TNT for its management team, its client base and operational and business development synergies.

 

We accounted for the acquisition of TNT under ASC 805, Business Combinations (“ASC 805”), which requires recording assets and liabilities at fair value. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liabilities assumed were recorded based on their estimated fair values on the date of the acquisition.

 

Consideration:

  

Cash paid

   $ 8.6  

Promissory note

     2.0  

Contingent consideration

     4.1  
  

 

 

 

Net Assets

   $ 14.7  
  

 

 

 

Fair Value of Assets Acquired and Liabilities Assumed:

  

Working capital, net

   $ 0.9  

Goodwill (1)

     7.9  

Intangible assets

     5.9  
  

 

 

 

Net Assets

   $ 14.7  
  

 

 

 

 

(1) Since our initial valuation on the date of the acquisition, we recorded a $1.7 million increase to goodwill related to adjustments in working capital, including $0.1 million in the second quarter of 2017. Goodwill is expected to be deductible for income tax purposes.