Annual report pursuant to Section 13 and 15(d)

Business Acquisitions and Related Transactions

v3.20.4
Business Acquisitions and Related Transactions
 12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Business Acquisitions and Related Transactions BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS
We did not complete any acquisitions during the year ended December 31, 2020.
In January 2019, we completed an acquisition of a Massachusetts based solar operations and maintenance firm for consideration of $1,294. The pro-forma effects of this acquisition on our operations was not material.
In December 2018, we completed an acquisition of certain assets of Washington, DC-based mechanical, electrical, plumbing, and fire protection design company, JVP Engineers, P.C. The consideration paid was $1,901. No debt was assumed, or cash acquired in the transaction. On the date of acquisition, the fair value of contingent consideration was $425, which related to the collection of certain receivables. The pro-forma effects of this acquisition on our operations was not material. During the year ended December 31, 2018, we recognized a measurement period adjustment of $197, which was recorded as a reduction to goodwill. During the year ended December 31, 2019, we recorded a final measurement period adjustment of $628 which was recorded as a reduction to goodwill and included a $398 reduction in the hold-back contingency.
In December 2018, we completed an acquisition of certain assets of the Hawaii-based building science and design engineering consulting firm, Chelsea Group Limited. The consideration consisted of $1,691 of cash and potential contingent consideration of up to $2,000 based upon meeting certain future revenue targets over 5 years from the acquisition date. The fair value of the contingent consideration was $555 as of the date of acquisition, increased to $678 as of December 31, 2019, and remained consistent as of December 31, 2020. No debt was assumed, or cash acquired in the transaction. The pro-forma effects of this acquisition on our operations were not material. See Note 18 for additional information on contingent consideration.
A summary of the cumulative consideration paid and the allocation of the purchase price of all of the acquisitions in each respective year was as follows:
2019 2018
Accounts receivable, net of allowance $ 232  $ 1,015 
Prepaid expenses and other current assets 2  12 
Property and equipment and energy assets 315  — 
Goodwill 337  2,845 
Intangible assets 500  680 
Accounts payable 30  67 
Accrued liabilities 1  — 
Billings in excess of cost and estimated earnings 61  — 
Purchase price $ 1,294  $ 4,485 
Total, net of cash received $ 1,294  $ 4,485 
Total fair value of consideration $ 1,294  $ 4,485 

The results of the acquired companies since the dates of the acquisition have been as presented in the accompanying consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of cash flows.
See Note 7 for information on solar projects we have purchased or are under definitive agreement to purchase. In accordance with ASC 805, Business Combinations, we have concluded that our solar project acquisitions did not constitute a business as the assets acquired in each case could be considered a single asset or group of similar assets that made up substantially all of the fair market value of the acquisitions.