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Business Acquisitions and Related Transactions | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Business Acquisitions and Related Transactions | BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS Enerqos Energy Solutions S.r.l. (“Enerqos”) On February 24, 2023, we signed a definitive purchase and sale agreement to acquire Enerqos, a renewable energy and energy efficiency company headquartered in Milan, Italy. The acquisition closed on March 30, 2023 and the total purchase consideration was $13,445, of which $9,535 has been paid. There is no contingent consideration related to this acquisition. Cash acquired was $353, debt assumed was $3,951, and a deferred tax liability, net of $931 was recorded. In accordance with the SEC’s Regulation S-X and GAAP, we evaluated and determined that Enerqos is not deemed to be a significant subsidiary, therefore, we are not presenting the pro-forma effects of this acquisition on our operations. The estimated goodwill of $6,855 from the Enerqos acquisition consists largely of expected benefits, including the combined entities experience and the acquired workforce. This goodwill is not deductible for income tax purposes. The estimated fair value of tangible and intangible assets acquired and liabilities assumed are based on management's estimates and assumptions that are preliminary and subject to adjustments. Any measurement period adjustments made within one year from acquisition date, are recorded as adjustments to goodwill. Any adjustments made beyond the measurement period will be included in our consolidated statements of income. The results of the acquisition since the date of the acquisition have been included in our operations as presented in the accompanying consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of cash flows. For the year ended December 31, 2023, we recognized $52,241 of revenue and $1,758 of net income relating to Enerqos since the acquisition closed. A summary of the cumulative consideration paid, allocation of the purchase price, and adjustments made for the Enerqos acquisition are presented in the table below:
| Preliminary March 31, 2023 |  | Measurement Period Adjustment |  | As Adjusted December 31, 2023
Cash | $ | 9,535 |  |  | $ | — |  |  | $ | 9,535 |
Long-term debt assumed, net of current portions | 3,951 |  |  | — |  |  | 3,951 |
FX adjustment | (41) |  |  | — |  |  | (41) |
Fair value of consideration transferred | $ | 13,445 |  |  | $ | — |  |  | $ | 13,445 |
Cash and cash equivalents | 190 |  |  | — |  |  | 190 |
Accounts receivable | 6,230 |  |  | — |  |  | 6,230 |
Costs and estimated earnings in excess of billings | 8,985 |  |  | — |  |  | 8,985 |
Prepaid expenses and other current assets | 16,504 |  |  | — |  |  | 16,504 |
Project development costs | 5,140 |  |  | — |  |  | 5,140 |
Property and equipment and energy assets | 1,234 |  |  | — |  |  | 1,234 |
Intangible assets | 4,438 |  |  | — |  |  | 4,438 |
Long-term restricted cash | 163 |  |  | — |  |  | 163 |
Accounts payable | (15,480) |  |  | — |  |  | (15,480) |
Accrued expenses and other current liabilities | (4,510) |  |  | 165 |  |  | (4,345) |
Current portions of long-term debt | (15,165) |  |  | — |  |  | (15,165) |
Deferred income tax liabilities, net | (931) |  |  | — |  |  | (931) |
Other liabilities | (208) |  |  | — |  |  | (208) |
Recognized identifiable assets acquired and liabilities assumed | $ | 6,590 |  |  | $ | 165 |  |  | $ | 6,755 |
Goodwill | $ | 6,855 |  |  | $ | (165) |  |  | $ | 6,690 |
Juice Technologies, Inc. (d/b/a Plug Smart) In November 2021, we entered into a stock purchase agreement to acquire all of the stock of Plug Smart, an Ohio-based energy services company that specializes in the development and implementation of budget neutral capital improvement projects including building controls and building automation systems. In December 2021, we completed the acquisition of Plug Smart and as of December 31, 2023, we paid $21,767 in cash. See table below and Note 18 for additional information on contingent consideration. A summary of the cumulative consideration paid, allocation of the purchase price, and adjustments made for the Plug Smart acquisition are presented in the table below:
| Preliminary December 31, 2021 |  | Measurement Period Adjustment |  | As Adjusted December 31, 2022
Cash | $ | 17,692 |  |  | $ | — |  |  | $ | 17,692 |
Fair value of earn out | 2,160 |  |  | (19) |  |  | 2,141 |
Hold-back | 750 |  |  | — |  |  | 750 |
Working capital adjustment | 638 |  |  | (128) |  |  | 510 |
Fair value of consideration transferred | $ | 21,240 |  |  | $ | (147) |  |  | $ | 21,093 |
Cash and cash equivalents | 2,771 |  |  | — |  |  | 2,771 |
Accounts receivable | 3,370 |  |  | — |  |  | 3,370 |
Costs and estimated earnings in excess of billings | 1,663 |  |  | — |  |  | 1,663 |
Prepaid expenses and other current assets | 1,499 |  |  | — |  |  | 1,499 |
Intangible assets | 6,354 |  |  | (409) |  |  | 5,945 |
Operating lease assets | 488 |  |  | — |  |  | 488 |
Accounts payable | (1,795) |  |  | — |  |  | (1,795) |
Accrued expenses and other current liabilities | (964) |  |  | (127) |  |  | (1,091) |
Current portion of operating lease liabilities | (145) |  |  | — |  |  | (145) |
Billings in excess of cost and estimated earnings | (2,464) |  |  | — |  |  | (2,464) |
Deferred income tax liabilities | (1,693) |  |  | — |  |  | (1,693) |
Long-term operating lease liabilities, net of current portion | (343) |  |  | — |  |  | (343) |
Recognized identifiable assets acquired and liabilities assumed | $ | 8,741 |  |  | $ | (536) |  |  | $ | 8,205 |
Goodwill | $ | 12,499 |  |  | $ | 389 |  |  | $ | 12,888 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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