Quarterly report pursuant to Section 13 or 15(d)

Business Acquisitions

v2.3.0.15
Business Acquisitions
 9 Months Ended
Sep. 30, 2011
Business Acquisitions and Related Transactions [Abstract]  
Schedule of Business Acquisitions, by Acquisition [Table Text Block]
BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS
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 approximately $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 AS 805, Business Combinations.
In July 2011, the Company acquired AEG from its stockholders. The Company made an initial cash payment of $10,650,000 to acquire all of the outstanding stock of AEG. The purchase price is subject to a post-closing working capital adjustment that is expected to be completed in the fourth quarter of 2011. The former stockholders of AEG, all of whom are now employees of the Company, may be entitled to receive up to $5,000,000 in additional consideration if AEG meets certain financial performance milestones. The fair value of the additional consideration is estimated to be $1,635,000, and is included in other liabilities in the purchase allocation table below.
In August 2011, the Company acquired Ameresco Southwest (then known as APS Energy Services, Inc.) from Pinnacle West Capital Corporation. The Company made an initial cash payment of $50,618,230 to acquire all of the outstanding stock of Ameresco Southwest. The purchase price is subject to a post-closing working capital and certain other adjustments that are expected to be completed in the first quarter of 2012.
The Company's acquisitions in 2010 and 2011 were accounted for 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 acquisitions as set forth in the table below. The excess purchase price over the estimated fair value of the next assets acquired has been recorded as goodwill. In the Quantum acquisition, identified intangible assets had de minimis value as the Company was primarily acquiring an assembled workforce in addition to the tangible net assets identified below.
 
2010
 
2011
 
Quantum
 
AEG
 
Ameresco Southwest
Cash
$
11,059

 
$
314,642

 
$
—

Accounts receivable
8,354,669

 
4,138,015

 
14,149,703

Accounts receivable retainage
423,927

 
—

 
—

Costs and estimated earnings in excess of billings
1,947,639

 
—

 
11,269,294

Prepaid expenses and other current assets
33,922

 
62,345

 
33,329

Property and equipment and project assets
127,512

 
7,301

 
7,567,521

Goodwill
4,495,927

 
5,170,508

 
16,092,160

Intangible assets
—

 
6,525,000

 
7,197,000

Other assets
18,551

 
52,062

 
—

Accounts payable
(6,374,371
)
 
(1,610,734
)
 
(3,007,748
)
Accrued liabilities
(657,681
)
 
125,861

 
(2,683,029
)
Billings in excess of cost and estimated earnings
(274,788
)
 
—

 
—

Deferred taxes and other liabilities
—

 
(4,135,000
)
 
—

Purchase price
$
8,106,366

 
$
10,650,000

 
$
50,618,230

Total, net of cash received
$
8,095,307

 
$
10,335,358

 
$
50,618,230

Total fair value of consideration
$
8,106,366

 
$
10,650,000

 
$
50,618,230

The allocation of the purchase price for the 2011 acquisitions are preliminary and based on management's current best estimates.
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 and comprehensive income and consolidated statements of cash flows. The year-to-date revenue and pre-tax income (loss) of the acquisitions in 2011 following their corresponding acquisition dates, is as follows:
 
2011
 
AEG
 
Ameresco Southwest
Revenue
$
6,424,803

 
$
9,579,694

Pre-tax income
$
(1,727,360
)
 
$
766,329

The acquisition related information does not include any data related to the 2010 Quantum acquisition as this has been deemed immaterial to the Company. This supplemental pro forma information that follows has been prepared for informational purposes only and is intended to represent or be indicative of what would have occurred had the acquisitions been completed on January 1, 2010, and are not indicative of any future results. Financial information for the period prior to the dates of the acquisitions have been provided by the sellers for purposes of this pro forma presentation:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2010
 
2011
 
2010
 
2011
Pro forma consolidated results:
 
 
 
 
 
 
 
Revenue
$
219,168,728

 
$
235,726,015

 
$
500,519,430

 
$
586,450,766

Income
$
14,152,507

 
$
11,927,395

 
$
22,840,097

 
$
27,312,934

Basic earnings per share
$
0.41

 
$
0.28

 
$
1.11

 
$
0.65

Diluted earnings per share
$
0.33

 
$
0.26

 
$
0.58

 
$
0.60