Business Acquisitions and Related Transactions |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Acquisitions and Related Transactions |
BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS
The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, Business Combinations. The purchase price for each has been allocated to the assets based on their estimated fair values at the date of each acquisition as set forth in the table below. The excess purchase price over the estimated fair value of the net assets, which are calculated using level 3 inputs per the fair value hierarchy as defined in Note 8, acquired has been recorded as goodwill. Intangible assets, if identified, have been recorded and are being amortized over periods ranging from one to fifteen years. See Note 5 for additional information.
Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. Certain amounts below are provisional based on our best estimates using information available as of the reporting date. The Company is waiting for information to become available to finalize its valuation of certain elements of this transaction. Specifically, the assigned values for energy assets, intangibles, and goodwill are provisional in nature and subject to change upon the completion of the final valuation of such elements.
In January 2017, the Company acquired two solar PV projects currently under construction as well as associated construction loan agreements with a bank for use in providing non-recourse financing for these acquired solar PV projects currently under construction. The Company paid $2,409 to acquire the assets under construction, and assumed $5,635 of associated non-recourse financing.
During the six months ended June 30, 2018, the Company acquired one solar project for total consideration $20,770, of which $1,307 will be paid upon final completion which the Company expects will be in 2019. The Company also entered into a definitive agreement to acquire another solar project from the same developer. The total consideration for this solar project is $32,900. For both projects, as of June 30, 2018, the Company has paid $32,000 to the developer of the projects. As of June 30, 2018, the $32,000 is included in project assets on the consolidated balance sheet.
During the three months ended June 30, 2018, the Company completed an acquisition with a total purchase price of $2,326, of which, $1,901 has been paid to date. The remaining balance is attributed to a contingent consideration holdback. No debt was assumed or cash acquired in the transaction. The pro forma effects of these acquisitions on our operations were not material.
A summary of the cumulative consideration paid and the allocation of the purchase price of all of the acquisitions in each respective year is as follows:
The results of the acquired assets since the dates of the acquisitions have been included in the Company’s operations as presented in the accompanying consolidated statements of income (loss), consolidated statements of comprehensive income (loss) and consolidated statements of cash flows.
During the six months ended June 30, 2018, the Company entered into a definitive agreement to acquire 4 solar projects from another developer. The total consideration for these solar projects is $16,100. To date the Company has paid $3,000 for these projects. As of June 30, 2018, $3,000 is included in project assets on the consolidated balance sheet.
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