Annual report [Section 13 and 15(d), not S-K Item 405]

Business Acquisitions and Divestitures

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Business Acquisitions and Divestitures
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Acquisitions and Divestitures BUSINESS ACQUISITIONS AND DIVESTITURES
Business Acquisitions
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.
The following table sets forth the revenue and net (loss) income for Enerqos:
Twelve Months Ended December 31,
2024 2023
Revenue $ 27,809  $ 52,241 
Net (loss) income (2,961) 1,758 
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 
Unbilled revenue 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 
Business Divestiture
On October 23, 2024, Ameresco’s board of directors approved the divestiture of a wholly-owned subsidiary (“the sub”). On December 31, 2024, we completed the sale of our entire interest in the sub to an unrelated party, for an estimated closing price of $60,400 in exchange for all of our shares. As a result of this transaction, the net assets of the sub were deconsolidated from our consolidated financial statements, we received net proceeds of $54,249, and recorded a gain of $38,007, net of transaction costs of $2,179, from this disposition. We have 90 days to finalize the closing price. At closing we used the proceeds to prepay $57,000 towards our senior secured term loan.
The sub is an energy technology and advisory services company, was not considered core to our business, and the divestiture is not considered a strategic shift, therefore, the net gain was included in a separate line item within operating income in the consolidated statements of income during the year ended December 31, 2024. The sub was not a reportable segment and was included in “All Other”. As part of the deconsolidation we disposed of $8,529 in goodwill related to this reporting unit. See Note 5. Goodwill and Intangible Assets, Net.