Annual report pursuant to Section 13 and 15(d)

Acquisitions of Businesses and Other Intangibles

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Acquisitions of Businesses and Other Intangibles
 12 Months Ended
Dec. 31, 2016
Acquisitions of Businesses and Other Intangibles
3. Acquisitions of Businesses and Other Intangibles

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 (1)

    $ 8.6  

Promissory note

      2.0  

Contingent consideration (2)

      4.1  
  

 

 

  

Net Assets

    $ 14.7  
  

 

 

  

Fair Value of Assets Acquired and Liabilities Assumed:

   

Working capital, net

    $ 1.0  

Goodwill (3)

      7.8  

Intangible assets (4)

      5.9  
  

 

 

  

Net Assets

    $ 14.7  
  

 

 

  

 

(1) Includes the prepayment of a working capital adjustment of $0.6 million. The cash payment was funded through the common stock offering (see Note 13).
(2) Contingent consideration is based on expected revenue and adjusted EBITDA, and was capped at $5.0 million based on the original agreement.
(3) Since our initial valuation on the date of the acquisition, we recorded a $1.6 million increase to goodwill related to adjustments 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 (see Note 8).

 

Energy Source

On August 5, 2015, we completed the acquisition of Energy Source, a provider of turnkey comprehensive energy savings projects (principally LED fixtures and lamps) within the commercial, industrial, hospitality, retail, education and municipal sectors. We acquired Energy Source for its management team, its client base and operational and business development synergies.

 

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 18).
(3) Contingent consideration is based on projected EBITDA during 2015, 2016 and 2017, and was capped at 10% of EBITDA based on the original agreement.
(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.

E-Lighting

On February 5, 2015, we acquired the assets of DPI Management, Inc. d/b/a E Lighting for consideration of $0.1 million cash paid at closing, $0.2 million cash paid on September 1, 2015, $0.2 million cash paid on March 1, 2016, and 17,544 shares of common stock valued at $0.1 million issued on September 1, 2016. The aggregate purchase price was assigned to inventories.

Pro forma information

If the TNT and Energy Source acquisitions referred to above had been completed as of January 1, 2015, revenue, operating income and net income (loss) would have been $178.0 million, $2.7 million and $0.2 million, respectively, for the year ended December 31, 2016, and $163.4 million, $0.2 million and $(1.7) million, respectively, for the year ended December 31, 2015. This information is unaudited, 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.

The pro forma results for the years ended December 31, 2016 and 2015 include the amortization of customer backlog, and acquisition, severance and transition costs totaling $3.3 million and $2.6 million, respectively. The preponderance of these charges are non-recurring and will not have a continuing impact on the future results of operations.

The revenue and net income of TNT included in our actual results of operations from May 6, 2016 through December 31, 2016 totaled $17.5 million and $1.6 million, respectively. The revenue and net income of 2015 acquisitions included in our actual results of operations from their respective acquisition dates through December 31, 2015 totaled $16.3 million and $2.9 million, respectively.