Acquisitions of Businesses and Other Intangibles |
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Acquisitions of Businesses and Other Intangibles |
TNT Energy, LLC—In May 2016, the Company completed its 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 are located in Raynham, Massachusetts. The acquisition of TNT is expected to expand the Company’s footprint within key lighting retrofit markets in the United States. The Company believes this is a direct complimentary fit with the Company’s 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. The purchase consideration aggregated $14.7 million consisting of $8.6 million in cash (including the payment of a preliminary working capital adjustment of $0.6), the issuance of $2 million in promissory notes and contingent consideration based on defined earnings targets, preliminarily valued at $4.1 million. The cash payment was funded through the common stock offering (see Note 6). The company acquired TNT for its management team, its client base and operational and business development synergies. Final valuations and allocations are subject to additional analyses and may differ from amounts reflected above. The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed in the TNT acquisition:
Energy Source—On August 5, 2015, the Company completed its 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. The purchase consideration aggregated $31.5 million, which consisted of $10 million in cash, $9.7 million in common stock, $10 million in promissory notes due at the one year anniversary of the acquisition and contingent consideration initially valued at $1.8 million based on projected EBITDA during 2015, 2016 and 2017. The cash portion of the acquisition was funded through the issuance of 869,565 shares of common stock to a third party investor for $10 million. The promissory notes are supported by an irrevocable letter of credit from RVL. The Company acquired Energy Source for its management team, its client base and operational and business development synergies. The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed in the Energy Source acquisition:
The acquired intangible assets related to the aforementioned acquisitions are being amortized consistent with the period the underlying cash flows are generated. Goodwill is expected to be deductible for income tax purposes. 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. The pro forma effect of the E-Lighting acquisition was not significant.
The pro forma results for the six months ended June 30, 2016 and the year ended December 31, 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. |