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BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS | 9 Months Ended
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Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS | BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS We account for acquisitions using the acquisition method in accordance with ASC 805, Business Combinations. The purchase price for each acquisition is allocated to the assets based on their estimated fair values at the date of acquisition. The excess purchase price over the estimated fair value of the net assets acquired, which is calculated using level 3 inputs per the fair value hierarchy as defined in Note 11, is recorded as goodwill. Intangible assets, if identified, are also recorded. See Note 5 for additional information. 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 adjustments made beyond the measurement period will be included in our condensed 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 condensed consolidated statements of income, condensed consolidated statements of comprehensive income and condensed consolidated statements of cash flows. The following table sets forth the revenue and net (loss) income for Enerqos:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Revenue | $ | 6,891 |  |  | $ | 18,300 |  |  | $ | 19,924 |  |  | $ | 31,341 |
Net (loss) income | (887) |  |  | 637 |  |  | $ | (2,616) |  |  | $ | 819 |
A summary of the cumulative consideration paid and allocation of the purchase price 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 |

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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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