Annual report pursuant to Section 13 and 15(d)

Business Acquisitions and Related Transactions

v2.4.1.9
Business Acquisitions and Related Transactions
 12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Business Acquisitions and Related Transactions
BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS
The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, Business Combinations. The purchase price for each has been allocated to the assets based on their estimated fair values at the date of each acquisition as set forth in the table below. The excess purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. Intangible assets identified have been recorded and are being amortized over periods ranging from one to fourteen years. See Note 4 for additional information. The unaudited pro forma results of operations for the current and prior periods are not presented due to the insignificant impact of the 2013 acquisitions on the Company’s consolidated results of operations.
In August 2014, the Company acquired the energy consultancy and energy project management business of EEX, an independent energy services provider located in Central London, UK. The Company paid $9,054 to acquire substantially all of the assets of EEX. The purchase price is subject to post-closing adjustments for working capital and for certain indemnity obligations of the seller and its owners. The Company deposited approximately $834 of the initial cash payment with a third-party escrow agent as security for these matters.
In June 2013, the Company acquired ESP (now known as Ameresco Limited), comprising two energy management consulting companies and located in Castleford, United Kingdom. The Company paid $8,765 to acquire all of the outstanding stock of the ESP companies. The purchase price was subject to post-closing adjustments for working capital and for certain indemnity obligations of the selling stockholders. The Company deposited approximately $778 of the initial cash payment with a third-party escrow agent as security for these matters.
In February 2013, the Company acquired substantially all of the assets of Ennovate, an energy service company active throughout Colorado, Nebraska, Kansas, Montana and Wyoming, serving customers that include schools, higher education facilities, municipalities and counties. The Company paid $1,766 to acquire these assets. The purchase price was subject to post-closing adjustments for working capital and for certain indemnity obligations of the seller. The Company deposited approximately $1,200 of the initial cash payment with a third-party escrow agent as security for these matters.
In July 2012, the Company’s wholly owned subsidiary Ameresco Canada Inc. acquired FAME, a privately held company offering infrastructure asset management solutions serving both public and private sector customers primarily in western Canada. The Company made a cash payment of $4,487 to acquire all of the outstanding stock of FAME. The Company deposited approximately $900 of the purchase price with a third-party escrow agent as security for the selling stockholders’ indemnification obligations under the terms of the acquisition agreement.
A summary of the cumulative consideration paid and the allocation of the purchase price of all of the acquisitions in each respective year is as follows:
 
2014
 
2013
 
2012
Cash
$
—

 
$
1,292

 
$
810

Accounts receivable
1,432

 
772

 
321

Costs and estimated earnings in excess of billings
186

 
665

 
—

Prepaid expenses and other current assets
295

 
1,169

 
108

Property and equipment and project assets
123

 
138

 
43

Goodwill
7,590

 
3,682

 
1,887

Intangible assets(1)
7,208

 
5,099

 
2,100

Accounts payable
(1,719
)
 
(413
)
 
(6
)
Accrued liabilities
(459
)
 
(607
)
 
(618
)
Billings in excess of cost and estimated earnings
(752
)
 
(108
)
 
(158
)
Deferred taxes and other liabilities
—

 
(1,158
)
 
—

Purchase price
$
13,904

 
$
10,531

 
$
4,487

Total, net of cash received
$
13,904

 
$
9,239

 
$
3,677

Total fair value of consideration
$
13,904

 
$
10,531

 
$
4,487


(1) Intangible assets acquired during 2014 consisted of customer contracts, customer relationships, non-compete agreements and technology and were assigned a weighted average useful life of 8.2 years.
The allocation of the purchase price for the 2014 acquisitions are preliminary, based on management’s current best estimates and subject to revision.
The results of the acquired companies since the dates of the acquisitions have been included in the Company’s operations as presented in the accompanying consolidated statements of income, consolidated statements of comprehensive income (loss) and consolidated statements of cash flows.