XML 40 R21.htm IDEA: XBRL DOCUMENT v3.24.0.1
Variable Interest Entities and Equity Method Investments
12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities and Equity Method Investments VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS
Investment Funds
Over a period of five years (2015 through 2019), we formed five investment funds (tax equity partnerships) with third party investors which granted the applicable investor ownership interests in the net assets of certain of our renewable energy project subsidiaries. As of December 31, 2023, we had three such investment funds each with a different third-party investor.
We consolidate the investment funds, and all inter-company balances and transactions between Ameresco and the investment funds are eliminated in our consolidated financial statements. We determined that the investment funds meet the definition of a VIE. We use a qualitative approach in assessing the consolidation requirement for VIEs that focuses on determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether we have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
We have considered the provisions within the contractual arrangements that grant us power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and associated long term customer contracts to be sold or contributed to the VIEs, and installation, operation, and maintenance of the solar energy systems. We considered the rights granted to the other investors under the contractual arrangements to be more protective in nature rather than participating rights. As such, we determined that we are the primary beneficiary of the VIEs for all periods presented. We evaluate our relationships with VIEs on an ongoing basis to ensure that we continue to be the primary beneficiary.
Under the related agreements, cash distributions of income and other receipts by the funds, net of agreed-upon expenses and estimated expenses, tax benefits and detriments of income and loss, and tax benefits of tax credits, are assigned to the funds’ investor and our subsidiaries as specified in contractual arrangements. Certain of these arrangements have call and put options to acquire the investor’s equity interest as specified in the contractual agreements. See Note 12 for additional information about these investment funds and the call and put options.
Other Variable Interest Entities
We execute certain contracts jointly with third parties through various forms of joint ventures. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. Many of these joint ventures are formed for a specific project. The assets of these joint ventures generally consist almost entirely of cash and land, and the liabilities of our joint ventures generally consist almost entirely of amounts due to the joint venture partners.
We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the joint ventures economic performance, including powers granted to the joint ventures program manager, powers contained in the joint venture governing board and, to a certain extent, a company's economic interest in the joint venture. We analyze our joint ventures and classify them as either:
a VIE that must be consolidated because we are the primary beneficiary or the joint venture is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners, or
a VIE that does not require consolidation and is treated as an equity or cost method investment because we are not the primary beneficiary, or the joint venture is not a VIE and we do not hold the majority voting interest.
Many of our joint ventures are deemed to be VIEs because they lack sufficient equity to finance the activities of the joint venture.
The table below presents a summary of amounts related to our VIEs reflected in Note 1 on our consolidated balance sheets:
As of December 31,
20232022
Investment FundsOther VIEsTotal VIEsInvestment FundsOther VIEsTotal VIEs
Cash and cash equivalents$5,099 $16,780 $21,879 $1,715 $8,392 $10,107 
Restricted cash— — — 799 — 799 
Accounts receivable, net— 1,977 1,977 24 566 590 
Costs and estimated earnings in excess of billings662 13,409 14,071 951 952 
Prepaid expenses and other current assets33 3,749 3,782 35 14,287 14,322 
Total VIE current assets5,794 35,915 41,709 3,524 23,246 26,770 
Property and equipment, net— 267 267 89 — 89 
Energy assets, net79,104 173,808 252,912 84,081 97,969 182,050 
Operating lease assets4,748 12,908 17,656 4,901 — 4,901 
Restricted cash, non-current portion73 — 73 73 — 73 
Other assets10 74 84 30 — 30 
Total VIE assets$89,729 $222,972 $312,701 $92,698 $121,215 $213,913 
Current portions of long-term debt and financing lease liabilities$2,190 $132,427 $134,617 $2,087 $— $2,087 
Accounts payable1,440 6,490 7,930 48 8,007 8,055 
Accrued expenses and other current liabilities241 22,780 23,021 304 12,255 12,559 
Current portions of operating lease liabilities133 6,953 7,086 117 — 117 
Total VIE current liabilities4,004 168,650 172,654 2,556 20,262 22,818 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs17,167 — 17,167 19,177 — 19,177 
Long-term operating lease liabilities, net of current portion5,063 3,823 8,886 5,159 — 5,159 
Other liabilities356 — 356 866 2,709 3,575 
Total VIE liabilities$26,590 $172,473 $199,063 $27,758 $22,971 $50,729 
Equity and Cost Method Investments
Unconsolidated VIEs/joint ventures are accounted for under the equity or cost method. As of the years ended December 31, 2023 and December 31, 2022, we had seven and five unconsolidated joint ventures, respectively. During the year ended December 31, 2023, we invested $5,554 in two new joint ventures. No other material investments were made.
Our investment balances for these equity and cost method investments are included in other assets on the consolidated balance sheets and our pro rata share of net income or loss is included in operating income in the consolidated statements of income.
The following table sets forth the carrying value of our equity and cost method investments in joint ventures:
As of December 31,
20232022
Equity and cost method investments$18,709 $10,855 
We are not aware of any situations where the maximum exposure to loss significantly exceeds the carrying value show above.