Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2014
|
Summary of Preliminary Purchase Price Allocation to Assets Acquired |
The following summarizes the purchase price allocation to the
acquired assets:
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
Customer revenue contracts
|
|
$ |
1,599 |
|
Gain on bargain purchase
|
|
|
(743 |
) |
|
|
|
|
|
Purchase price
|
|
$ |
856 |
|
|
|
|
|
|
|
Business Acquisition Proforma Information |
The following unaudited supplemental proforma information assumes
the 2014 and 2013 acquisitions referred to above had been completed
as of January 1, 2013 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.
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Year Ended
December 31, 2014 |
|
|
Year Ended
December 31, 2013 |
|
Revenues
|
|
$ |
96,190 |
|
|
$ |
84,584 |
|
Operating loss
|
|
$ |
(9,837 |
) |
|
$ |
(13,709 |
) |
Net Loss
|
|
$ |
(4,393 |
) |
|
$ |
(20,992 |
) |
|
Pro Forma Operating Loss Attributable to Acquisitions |
The pro forma operating loss and net loss also reflect the
following charges and credits directly attributable to the
acquisitions:
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Year Ended
December 31, 2014 |
|
|
Year Ended
December 31, 2013 |
|
Recorded by Company:
|
|
|
|
|
|
|
|
|
Gain on bargain purchase of business
|
|
$ |
— |
|
|
$ |
743 |
|
Recorded by Relume pre-acquisition:
|
|
|
|
|
|
|
|
|
Fees incurred by the sellers
|
|
|
— |
|
|
|
(350 |
) |
Change in control payment from sellers to management
|
|
|
— |
|
|
|
(737 |
) |
Loss on settlement of debt from proceeds of merger
|
|
|
— |
|
|
|
(4,157 |
) |
Gain on deconsolidation of subsidiary in bankruptcy proceedings
|
|
|
— |
|
|
|
1,573 |
|
Recorded by Value Lighting pre-acquisition:
|
|
|
|
|
|
|
|
|
Fee paid by sellers in connection with the transaction
|
|
|
(528 |
) |
|
|
— |
|
Pro Forma charge for amortization of the intangible assets related
to acquired backlog, not expected to recur after the first year
following the year of acquisition
|
|
|
— |
|
|
|
(2,370 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(528 |
) |
|
$ |
(5,298 |
) |
|
|
|
|
|
|
|
|
|
|
Value Lighting |
|
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed |
The following amounts represent the determination of the fair value
of identifiable assets acquired and liabilities assumed from the
Value Lighting acquisition. The excess of the purchase price over
the estimated fair value of the net tangible assets acquired was
allocated to intangible assets of approximately $20.0 million and
goodwill of approximately $18.6 million.
|
|
|
|
|
(in thousands)
|
|
|
|
Cash
|
|
$ |
35 |
|
Accounts receivable
|
|
|
8,720 |
|
Inventory
|
|
|
7,505 |
|
Goodwill
|
|
|
18,635 |
|
Customer relationships
|
|
|
12,270 |
|
Trade names
|
|
|
4,800 |
|
Backlog
|
|
|
2,505 |
|
Non-compete agreements
|
|
|
260 |
|
Other intangibles
|
|
|
116 |
|
Other assets
|
|
|
2,901 |
|
|
|
|
|
|
Assets acquired
|
|
|
57,747 |
|
|
|
|
|
|
Accounts payable
|
|
|
8,683 |
|
Accrued liabilities
|
|
|
1,383 |
|
Other current liabilities
|
|
|
1,362 |
|
Other liabilities
|
|
|
1,185 |
|
Deferred income tax liability
|
|
|
5,825 |
|
|
|
|
|
|
Liabilities assumed
|
|
|
18,438 |
|
|
|
|
|
|
Purchase price
|
|
$ |
39,309 |
|
|
|
|
|
|
|
Tri-State LED, Inc. |
|
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed |
The following amounts represent the determination of the fair value
of identifiable assets acquired and liabilities assumed from the
Tri-State acquisition.
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
Accounts receivable
|
|
$ |
468 |
|
Inventory
|
|
|
310 |
|
Goodwill
|
|
|
2,786 |
|
Customer relationships
|
|
|
1,680 |
|
Non-compete agreements
|
|
|
480 |
|
Other intangibles
|
|
|
738 |
|
Other assets
|
|
|
38 |
|
|
|
|
|
|
Assets acquired
|
|
|
6,500 |
|
|
|
|
|
|
Accounts payable
|
|
|
440 |
|
Accrued liabilities
|
|
|
208 |
|
Other current liabilities
|
|
|
80 |
|
|
|
|
|
|
Liabilities assumed
|
|
|
728 |
|
|
|
|
|
|
Purchase price
|
|
$ |
5,772 |
|
|
|
|
|
|
|
Relume Technologies Inc |
|
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed |
The following amounts represent the determination of the fair value
of identifiable assets acquired and liabilities assumed from the
Relume acquisition.
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
Cash
|
|
$ |
61 |
|
Accounts receivable
|
|
|
851 |
|
Inventory
|
|
|
1,935 |
|
Goodwill
|
|
|
8,624 |
|
Technology
|
|
|
2,020 |
|
Trademarks
|
|
|
1,200 |
|
Customer relationships
|
|
|
680 |
|
Other assets
|
|
|
838 |
|
|
|
|
|
|
Assets acquired
|
|
|
16,209 |
|
|
|
|
|
|
Accounts payable
|
|
|
2,574 |
|
Accrued liabilities
|
|
|
1,891 |
|
Other current liabilities
|
|
|
26 |
|
Capital lease obligations
|
|
|
110 |
|
|
|
|
|
|
Liabilities assumed
|
|
|
4,601 |
|
|
|
|
|
|
Purchase price
|
|
$ |
11,608 |
|
|
|
|
|
|
|
Seesmart Technologies Incorporated |
|
Preliminary Values Assigned to Assets Acquired and Liabilities Assumed |
The following amounts represent the final determination of the fair
value of identifiable assets acquired and liabilities assumed from
the Seesmart acquisition.
|
|
|
|
|
(in thousands)
|
|
|
|
Cash
|
|
$ |
69 |
|
Accounts receivable
|
|
|
1,048 |
|
Inventory
|
|
|
1,352 |
|
Goodwill
|
|
|
10,166 |
|
Customer relationships
|
|
|
7,273 |
|
Trademarks
|
|
|
3,434 |
|
Other assets
|
|
|
334 |
|
|
|
|
|
|
Assets acquired
|
|
|
23,676 |
|
|
|
|
|
|
Accounts payable
|
|
|
2,692 |
|
Accrued liabilities
|
|
|
1,137 |
|
Deferred revenue
|
|
|
104 |
|
Customer deposits
|
|
|
1,467 |
|
|
|
|
|
|
Liabilities assumed
|
|
|
5,400 |
|
|
|
|
|
|
Purchase price
|
|
$ |
18,276 |
|
|
|
|
|
|
|