BUSINESS COMBINATIONS | 12. BUSINESS COMBINATIONS Acquisition of E3, Inc. On October 28, 2019 The Company agreed to pay up to $44.0 million for the purchase of all of the capital stock of E3, Inc., which purchase price consists of (i) $27.0 million in cash paid The amount of the Earn-Out Payments to be paid will be determined based on The Purchase Agreement also contains customary representations and warranties regarding The Company borrowed $30.0 million under its Delayed Draw Term Loan on October 28, 2019 to fund the $27.0 million cash payment paid on the E3, Inc. Closing Date. The acquisition was accounted for as a business combination in accordance with ASC 805. Under ASC 805, the Company recorded the acquired assets and assumed liabilities at their estimated fair value with the excess allocated to goodwill. Goodwill represents the value the Company expects to achieve through the operational synergies, the expansion into new markets and the acquired company’s assembled work force. The Company estimates that the entire $21.5 million of goodwill resulting from the acquisition will be tax deductible. Preliminary consideration for the acquisition includes the following: E3, Inc. (in thousands) Cash paid $ 25,217 Other working capital adjustment 1,973 Issuance of common stock 5,000 Contingent Consideration 7,000 Total consideration $ 39,190 The following table summarizes the preliminary amounts for the acquired assets recorded at their estimated fair value as of the acquisition date: E3, Inc. (in thousands) Current assets $ 5,316 Non-current assets (1) 341 Cash 2,264 Equipment and leasehold improvements, net 409 Right-of-use assets 7,641 Current lease liability (750) Non-current lease liability (6,890) Liabilities (4,325) Backlog 2,500 Customer relationships 8,300 Tradename 2,000 Non-compete 900 Goodwill 21,484 Net assets acquired $ 39,190 (1) Excluded from non-current assets are equipment and leasehold improvements, net, right-of-use assets, customer relationships, tradename, backlog and goodwill. During the three months ended April 3, 2020, the Company made adjustments, primarily related to other working capital, to the consideration paid for E3 which resulted in an adjustment to the preliminary purchase price allocation of E3. The adjustments resulted in an aggregate increase of $1.9 million in the net carrying value of right-of-use assets and non-current lease liability and an aggregate decrease of $1.9 million in the net carrying value of current lease liability, liabilities and goodwill. The decrease in the fair value of intangible assets resulted in no change in the amortization expense for the fiscal three months ended April 3, 2020. There were no acquisition related costs associated with E3, Inc. included in other general and administrative expenses in the consolidated statements of comprehensive income for the three months ended April 3, 2020. During the three months ended April 3, 2020, the acquisition of E3, Inc. contributed $5.0 million in revenue and $0.9 million of income from operations. Acquisition of Onsite Energy Corporation On July 2, 2019, the Company acquired substantially all of the assets and liabilities of Onsite Energy Corporation (“Onsite Energy”), an energy efficiency services and project implementation firm that specializes in energy upgrades and commissioning for industrial facilities. The Company believes the acquisition will expand its presence in the California-based industrial energy management services. Pursuant to the terms of the Asset Purchase Agreement, dated July 2, 2019, by and between WES and Onsite Energy, WES will pay a maximum aggregate purchase price of $26.4 million, subject to certain holdback and working capital adjustments, to be paid in cash. Onsite Energy’s financial information is included within the Energy segment. The Company expects to finalize the purchase price allocation with respect to this transaction during the second quarter of fiscal year 2020. The acquisition was accounted for as a business combination in accordance with ASC 805. Under ASC 805, the Company recorded the acquired assets and assumed liabilities at their estimated fair value with the excess allocated to goodwill. Goodwill represents the value the Company expects to achieve through the operational synergies, the expansion into new markets and the acquired company’s assembled work force. The Company estimates that the entire $9.0 million of goodwill resulting from the acquisition will be tax deductible. Preliminary consideration for the acquisition includes the following: Onsite Energy (in thousands) Cash paid $ 24,411 Other working capital adjustment 494 Total consideration $ 24,905 The following table summarizes the preliminary amounts for the acquired assets recorded at their estimated fair value as of the acquisition date: Onsite Energy (in thousands) Current assets $ 19,387 Non-current assets (1) 10 Equipment and leasehold improvements, net 39 Right-of-use assets 828 Current lease liability (168) Non-current lease liability (660) Liabilities (12,222) Backlog 800 Customer relationships 7,374 Tradename 500 Goodwill 9,017 Net assets acquired $ 24,905 (1) Excluded from non-current assets are equipment and leasehold improvements, net, right-of-use assets, customer relationships, tradename, backlog and goodwill. During the three months ended April 3, 2020, the Company made adjustments, primarily related to other working capital, to the consideration paid for Onsite Energy which resulted in an adjustment to the preliminary purchase price allocation of Onsite Energy. The adjustments resulted in an aggregate increase of $2.9 million in the net carrying value of goodwill and an aggregate decrease of $2.9 million in the net carrying value of current assets. The increase in the fair value of intangible assets resulted in no change of the amortization expense for the fiscal three months ended April 3, 2020. There were $0.1 million in acquisition related costs associated with Onsite Energy included in other general and administrative expenses in the consolidated statements of comprehensive income for the three months ended April 3, 2020. During the three months ended April 3, 2020, the acquisition of Onsite Energy contributed $2.2 million in revenue and no income from operations. Acquisition of The Weidt Group On March 8, 2019, the Company acquired substantially all of the assets of the energy practice division of The Weidt Group Inc. (“The Weidt Group”). The Company believes the acquisition will expand its presence in the upper Midwest and better position the Company to help utilities make their grids more resilient. Pursuant to the terms of the Asset Purchase Agreement, dated March 8, 2019, by and among the Company, WES and The Weidt Group, WES paid a cash purchase price of $22.1 million, inclusive of working capital adjustments. The Weidt Group’s financial information is included within the Energy segment. The Company finalized the purchase price allocation with respect to this transaction in the first quarter of 2020. The acquisition was accounted for as a business combination in accordance with ASC 805. Under ASC 805, the Company recorded the acquired assets and assumed liabilities at their estimated fair value with the excess allocated to goodwill. Goodwill represents the value the Company expects to achieve through the operational synergies, the expansion into new markets and the acquired company’s assembled work force. The Company estimates that the entire $11.5 million of goodwill resulting from the acquisition will be tax deductible. Consideration for the acquisition includes the following: The Weidt Group (in thousands) Cash paid $ 22,136 Other working capital adjustment - Total consideration $ 22,136 The following table summarizes the amounts for the acquired assets recorded at their estimated fair value as of the acquisition date: The Weidt Group (in thousands) Current assets $ 2,317 Non-current assets (1) 25 Equipment and leasehold improvements, net 198 Right-of-use assets 1,730 Current lease liability (245) Non-current lease liability (1,533) Liabilities (612) Backlog 750 Customer relationships 4,240 Tradename 550 Developed technology 3,170 Goodwill 11,546 Net assets acquired $ 22,136 (1) Excluded from non-current assets are equipment and leasehold improvements, net, right-of-use assets, customer relationships, tradename, developed technology, backlog and goodwill. There were $0.05 million in acquisition related costs associated with The Weidt Group included in other general and administrative expenses in the condensed consolidated statements of comprehensive income for the three months ended April 3, 2020. During the three months ended April 3, 2020, the acquisition of The Weidt Group contributed $3.7 million in revenue and $0.3 million of income from operations. The following unaudited pro forma financial information for the three months ended April 3, 2020 and March 29, 2019 assumes that the acquisitions of substantially all of the assets and liabilities of E3, Inc., Onsite Energy and The Weidt Group occurred on the first day of the year prior to the year of acquisition: Three Months Ended April 3, March 29, 2020 2019 (in thousands, except per share data) Pro forma revenue $ 106,026 $ 102,399 Pro forma income (loss) from operations $ (8,269) $ 1,853 Pro forma net income (loss) (1) $ (8,154) $ 231 Earnings (Loss) per share: Basic $ (0.71) $ 0.02 Diluted $ (0.71) $ 0.02 Weighted average shares outstanding: Basic 11,510 11,189 Diluted 11,510 11,189 (1) Adjustments to pro forma net income include income from operations, amortization and interest expenses. This pro forma supplemental information does not purport to be indicative of what the Company’s operating results would have been had the acquisition of all the capital stock of E3, Inc. and that the acquisitions of substantially all of the assets and liabilities of Onsite Energy and The Weidt Group each occurred on the first day of the year prior to the year of acquisition and may not be indicative of future operating results. During the three months ended April 3, 2020, the acquisition of E3, Inc., Onsite Energy and The Weidt Group contributed $10.9 million in revenue and $1.2 million of income from operations. |