Annual report pursuant to Section 13 and 15(d)

Business Acquisitions and Related Transactions

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Business Acquisitions and Related Transactions
 12 Months Ended
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