Quarterly report pursuant to Section 13 or 15(d)

Business Acquisitions and Related Transactions

v2.4.0.8
Business Acquisitions and Related Transactions
 6 Months Ended
Jun. 30, 2013
Business Combinations [Abstract]  
Business Acquisitions and Related Transactions
BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS
In June 2013, the Company acquired ESP, comprising two energy management consulting companies and located in Castleford, United Kingdom. The Company made an initial cash payment of $8,829,213 to acquire all of the outstanding stock of the ESP companies. The purchase price is subject to post-closing adjustments for working capital and for certain indemnity obligations of the selling stockholders. The Company deposited approximately $777,710 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 Corporation, 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 made an initial cash payment of approximately $1,800,000 to acquire these assets. The purchase price is subject to post-closing adjustments for working capital and for certain indemnity obligations of the seller. The Company deposited approximately $1,200,000 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 $4,486,950 to acquire all of the outstanding stock of FAME. The Company deposited approximately $900,000 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.
The Company’s acquisitions in 2013 and 2012 were accounted for 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.
 
2013
 
2012
 
ESP
 
Ennovate
 
FAME
Cash
$
1,291,697

 
$
—

 
$
809,557

Accounts receivable and accounts receivable retainage
360,924

 
445,769

 
320,997

Costs and estimated earnings in excess of billings
546,608

 
110,987

 
—

Prepaid expenses and other current assets
—

 
1,710

 
107,715

Property and equipment and project assets
75,054

 
62,898

 
43,115

Goodwill
5,089,049

 
921,128

 
1,886,945

Intangible assets
3,087,509

 
610,000

 
2,099,990

Other assets
—

 
—

 
100

Accounts payable
(47,625
)
 
(313,976
)
 
(5,713
)
Accrued liabilities
(606,938
)
 
—

 
(617,731
)
Billings in excess of cost and estimated earnings
—

 
(30,431
)
 
(158,025
)
Other liabilities
(967,065
)
 
—

 
—

Purchase price
$
8,829,213

 
$
1,808,085

 
$
4,486,950

Total, net of cash received
$
7,537,516

 
$
1,808,085

 
$
3,677,393

Total fair value of consideration
$
8,829,213

 
$
1,808,085

 
$
4,486,950


The allocation of the purchase price for each of the 2013 acquisitions is 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 condensed consolidated statements of (loss) income, condensed consolidated statements of comprehensive (loss) income and condensed consolidated statements of cash flows.