Business Combinations and Divestitures

3 Months Ended

Dec. 31, 2020

Business Combination Disclosure [Text Block]

14. BUSINESS COMBINATIONS AND DIVESTITURES

2021

The Company completed three acquisitions during the three months ended December 31, 2020:

•Bayonet Plumbing, Heating and Air-Conditioning, LLC - On December 21, 2020, we acquired an 80% ownership interest in Bayonet, a Hudson, Florida-based provider of residential heating, ventilation and air conditioning (HVAC) and plumbing installation and maintenance services. The acquisition of Bayonet allows us to expand into the Florida market, while adding plumbing and HVAC to our service offerings. Bayonet is part of our Residential segment and continues to operate under the Bayonet name.

•Wedlake Fabricating, Inc. (“Wedlake”) - On November 19, 2020 we acquired Wedlake, a Tulsa, Oklahoma-based manufacturer of custom generator enclosures, that are primarily used by data centers and large commercial and industrial facilities. Wedlake is part of our Infrastructure Solutions segment and continues to operate under the Wedlake name. The acquisition of Wedlake will expand our generator enclosures business and our geographic footprint.

•K.E.P. Electric, Inc. (“KEP”) - On November 5, 2020, we acquired KEP, a Batavia, Ohio-based electrical contractor specializing in the design and installation of electrical systems for single-family housing and multi-family developments. The acquisition of KEP, which has operations in Ohio and Kentucky, will advance the expansion of our Residential service offerings into the Midwest. KEP is part of our Residential segment and continues to operate under the KEP name.

Total aggregate cash consideration for these acquisitions was $54,774, of which $5,799 was paid into escrow pending discharge of the acquired companies' indebtedness under the Paycheck Protection Program established by the Coronavirus Aid, Relief, and Economic Security (CARES) Act and implemented by the U.S. Small Business Administration. Loans made under the PPP are eligible to be forgiven if certain criteria are met. Each acquired entity completed its applications for forgiveness of the outstanding balance of their respective PPP loans prior to being acquired by us. If the PPP loans are forgiven in full, these funds will be released to the acquired entities, and under the terms of our agreement with the sellers, these funds will then be repaid to the sellers. If any of the PPP loans are not forgiven in full, funds will be paid from the escrow account to the respective lender in satisfaction of the unforgiven balance of such PPP loan. During the quarter ended December 31, 2020, one of the PPP loans was forgiven, and related escrowed funds were released. The remaining escrowed funds are included in Restricted Cash, with a corresponding payable to the sellers included in Accounts Payable and Accrued Expenses on our Condensed Consolidated Balance Sheets. In addition to the cash consideration, the purchase price also includes contingent consideration with respect to the acquisition of Bayonet of up to $4.5 million due in December 2023. Amounts to be paid are contingent on earnings achieved over a three year period, and will accrue interest on the $4.5 million at a rate of 3%, to be paid quarterly. This contingent liability was valued at $3,380 as of the date of the acquisition.

The Company accounted for the transactions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The preliminary purchase price allocations are subject to valuation activities that are currently underway; therefore, the allocation of purchase price is subject to change, and is expected to result in adjustments to the preliminary amounts recorded. The preliminary valuation of the assets acquired and liabilities assumed is as follows:


Current assets	$	14,427
Property and equipment		5,013
Intangible assets		25,776
Goodwill		32,686
Current liabilities		(10,973)

Deferred tax liability		(1,361)
Noncontrolling interest		(10,794)
Net assets acquired	$	54,774

With regard to goodwill, the balance is attributable to the workforce of the acquired businesses and other intangibles that do not qualify for separate recognition. In connection with these acquisitions, we acquired goodwill of $32,686 of which $18,081 is tax deductible.

The intangible assets acquired primarily consisted of Customer Relationships and Trade Names with a total weighted-average amortization period of 9.5 years.

These acquisitions contributed $9,217 in additional revenue and $845 in operating income during the three months ended December 31, 2020.

2020

We completed two acquisitions in 2020 for total aggregate cash consideration of $28,952. We acquired both Aerial Lighting & Electric, Inc. ("Aerial") and Plant Power & Control Systems, LLC ("PPCS") in February 2020.

Unaudited Pro Forma Information

The following unaudited supplemental pro forma results of operations for the three months ended December 31, 2020 and 2019 are calculated as if each acquisition occurred as of October 1 of the fiscal year prior to consummation.


		Unaudited
		Three Months Ended December 31,
		2020		2019
Revenues	$	332,999	$	316,796
Net income attributable to IES Holdings, Inc.	$	13,023	$	11,778