| Schedule of Purchase Price Allocation by Acquisitions |
In August 2010, the Company acquired Quantum Engineering and Development Inc. (“Quantum”) for an initial cash payment of $6,150,000. During April 2011, the Company made an additional payment of $1,956,366 in accordance with certain provisions of the stock purchase agreement with the former shareholders of Quantum. The payment has been reflected retrospectively as additional goodwill in the accompanying consolidated balance sheets in accordance with ASC 805, Business Combinations.
A summary of the cumulative consideration paid and the allocation of the purchase price of all of the acquisitions in each respective year is as follows:
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2013 |
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2012 |
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2011 |
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ESP |
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Ennovate |
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FAME |
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AEG |
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Ameresco Southwest |
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AIS |
Cash |
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$ |
1,291,697 |
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$ |
— |
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$ |
809,557 |
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$ |
314,642 |
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$ |
— |
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$ |
— |
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Accounts receivable |
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360,924 |
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411,128 |
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320,997 |
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4,138,015 |
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14,149,703 |
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— |
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Costs and estimated earnings in excess of billings |
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546,608 |
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117,468 |
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— |
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— |
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11,269,294 |
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163,340 |
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Inventory |
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— |
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— |
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— |
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— |
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— |
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47,193 |
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Prepaid expenses and other current assets |
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1,166,565 |
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1,710 |
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107,715 |
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62,345 |
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|
33,329 |
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— |
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Project development costs |
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— |
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— |
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— |
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— |
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— |
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130,044 |
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Property and equipment and project assets |
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75,054 |
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62,897 |
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43,115 |
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7,301 |
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6,447,299 |
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216,297 |
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Goodwill |
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2,631,562 |
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1,050,303 |
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1,886,945 |
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8,728,169 |
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16,545,434 |
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1,549,467 |
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Intangible assets(1) |
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4,504,496 |
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595,000 |
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2,099,990 |
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4,904,000 |
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7,019,000 |
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2,557,000 |
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Other assets |
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— |
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— |
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|
100 |
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52,062 |
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— |
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— |
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Accounts payable |
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(47,625 |
) |
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(365,060 |
) |
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(5,713 |
) |
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(1,610,734 |
) |
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(1,992,748 |
) |
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— |
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Accrued liabilities |
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(606,938 |
) |
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— |
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(617,731 |
) |
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(1,011,032 |
) |
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(3,414,198 |
) |
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(65,627 |
) |
Billings in excess of cost and estimated earnings |
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— |
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(107,890 |
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(158,025 |
) |
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— |
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— |
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(100,573 |
) |
Deferred taxes and other liabilities |
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(1,157,837 |
) |
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— |
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— |
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(3,591,532 |
) |
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— |
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— |
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Purchase price |
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$ |
8,764,506 |
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$ |
1,765,556 |
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$ |
4,486,950 |
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$ |
11,993,236 |
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$ |
50,057,113 |
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$ |
4,497,141 |
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Total, net of cash received |
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$ |
7,472,809 |
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$ |
1,765,556 |
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$ |
3,677,393 |
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$ |
11,678,594 |
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$ |
50,057,113 |
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$ |
4,497,141 |
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Total fair value of consideration |
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$ |
8,764,506 |
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$ |
1,765,556 |
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$ |
4,486,950 |
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$ |
11,993,236 |
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$ |
50,057,113 |
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$ |
4,497,141 |
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(1) Intangible assets acquired in 2013 consisted of customer contracts, customer relationships and non-compete assets of $5,099,496 and were assigned a weighted average useful life of 5.9 years.
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