Annual report pursuant to Section 13 and 15(d)

Business Acquisitions and Related Transactions

Business Acquisitions and Related Transactions
12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Business Acquisitions and Related Transactions BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS
In November 2021, we entered into a stock purchase agreement to acquire all of the stock of Juice Technologies, Inc. (d/b/a 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, which allows us to expand our existing pipeline and solution offerings in the smart buildings sector. Total purchase consideration was $21,240, of which $17,692 has been paid to date. The consideration also includes a hold-back of $750 and other accruals related to possible adjustments to net working capital at the acquisition date and future claims about representations and warranties by the sellers, if any, and a potential contingent consideration earn-out that had a fair value of $2,160 on the date of acquisition. The earn-out includes contingent consideration of up to $5,000 based upon meeting certain future EBITDA targets over the next five years. Cash acquired was $2,771 and no debt was assumed. The transaction costs, pro-forma effects of this acquisition on our operations, and contribution to revenue and net income for the year ended December 31, 2021 and periods presented in the consolidated statements of income were not material.
The estimated goodwill of $12,499 from the Plug Smart acquisition consists largely of expected benefits, including the combined entities experience, technical problem-solving capabilities, 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 final working capital adjustments as of the acquisition date. Any measurement period adjustments made to working capital 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.
In January 2019, we completed an acquisition of a Massachusetts based solar operations and maintenance firm for consideration of $1,294. No debt was assumed. The pro-forma effect of this acquisition on our operations was not material.
The fair value of the contingent consideration from the 2018 acquisition of Chelsea Group Limited was $678 as of December 31, 2020, and remained consistent as of December 31, 2021.
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 is presented in the table below. We did not complete any acquisitions during the year ended December 31, 2020.
2021 2019
Cash and cash equivalents $ 2,771  $ — 
Accounts receivable 3,370  232 
Costs and estimated earnings in excess of billings 1,663  — 
Prepaid expenses and other current assets 1,499 
Property and equipment and energy assets —  315 
Goodwill 12,499  337 
Intangible assets 6,354  500 
Operating lease assets 488  — 
Accounts payable (1,795) (30)
Accrued expenses and other current liabilities (964) (1)
Current portion of operating lease liabilities (145) — 
Billings in excess of cost and estimated earnings (2,464) (61)
Deferred income tax liabilities (1,693) — 
Long-term operating lease liabilities, net of current portion (343) — 
Purchase price $ 21,240  $ 1,294 
Purchase price, net of cash acquired $ 18,469  $ 1,294 
Total fair value of consideration $ 21,240  $ 1,294