Annual report pursuant to Section 13 and 15(d)

Variable Interest Entities and Equity Method Investments

v3.22.0.1
Variable Interest Entities and Equity Method Investments
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities and Equity Method Investments VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS
Investment Funds
Over a period of five years (2015 through 2019), we formed five investment funds with third party investors which granted the applicable investor ownership interests in the net assets of certain of our renewable energy project subsidiaries. As of December 31, 2021, we had four such investment funds each with a different third-party investor.
We consolidate the investment funds, and all inter-company balances and transactions between Ameresco and the investment funds are eliminated in our consolidated financial statements. We determined that the investment funds meet the definition of a VIE. We use a qualitative approach in assessing the consolidation requirement for VIEs that focuses on determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether we have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
We have considered the provisions within the contractual arrangements that grant us power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and associated long term customer contracts to be sold or contributed to the VIEs, and installation, operation, and maintenance of the solar energy systems. We considered the rights granted to the other investors under the contractual arrangements to be more protective in nature rather than participating rights. As such, we determined that we are the primary beneficiary of the VIEs for all periods presented. We evaluate our relationships with VIEs on an ongoing basis to ensure that we continue to be the primary beneficiary.
Under the related agreements, cash distributions of income and other receipts by the funds, net of agreed-upon expenses and estimated expenses, tax benefits and detriments of income and loss, and tax benefits of tax credits, are assigned to the funds’ investor and our subsidiaries as specified in contractual arrangements. Certain of these arrangements have call and put options to acquire the investor’s equity interest as specified in the contractual agreements. See Note 12 for additional information about these investment funds and the call and put options.
The table below presents a summary of amounts related to our investment funds reflected in Note 1 on our consolidated balance sheets:
As of December 31,
2021 2020
Cash and cash equivalents $ 4,915  $ 5,828 
Restricted cash 822  3,185 
Accounts receivable, net 656  834 
Costs and estimated earnings in excess of billings 1,421  968 
Prepaid expenses and other current assets 151  120 
Total VIE current assets 7,965  10,935 
Property and equipment, net 1,266  1,266 
Energy assets, net 108,498  143,133 
Operating lease assets 6,271  6,439 
Restricted cash, non-current portion 418  331 
Other assets 36  94 
Total VIE assets $ 124,454  $ 162,198 
Current portions of long-term debt and financing lease liabilities $ 2,210  $ 2,230 
Accounts payable 47  311 
Accrued expenses and other current liabilities 643  1,092 
Current portions of operating lease liabilities 142  125 
Total VIE current liabilities 3,042  3,758 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 20,952  22,822 
Long-term operating lease liabilities, net of current portion 6,558  6,220 
Other liabilities 573  535 
Total VIE liabilities $ 31,125  $ 33,335 
Other Variable Interest Entities
We execute certain contracts jointly with third parties through various forms of joint ventures. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. Many of these joint ventures are formed for a specific project. The assets of these joint ventures generally consist almost entirely of cash and land, and the liabilities of our joint ventures generally consist almost entirely of amounts due to the joint venture partners.
We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the joint ventures economic performance, including powers granted to the joint ventures program manager, powers contained in the joint venture governing board and, to a certain extent, a company's economic interest in the joint venture. We analyze our joint ventures and classify them as either:
•a VIE that must be consolidated because we are the primary beneficiary or the joint venture is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners, or
•a VIE that does not require consolidation and is treated as an equity method investment because we are not the primary beneficiary or the joint venture is not a VIE and we do not hold the majority voting interest.
Many of our joint ventures are deemed to be VIEs because they lack sufficient equity to finance the activities of the joint venture.
In January 2019, we entered into a joint venture with one other party to co-own an entity whose purpose is owning and leasing a parcel of land and attached structures to third-party entities. The joint venture has no employees and is controlled by the board of directors made up of representatives from both companies. Prior to January 2019, we had determined we were the primary
beneficiary of the VIE and fully consolidated the entity. Upon the formation of the joint venture, based on the assessment of considerations referenced above, we determined we were no longer the primary beneficiary and deconsolidated the VIE and recorded our investment in the joint venture as an equity method investment. With the deconsolidation of the VIE and the recognition of the equity method investment we recognized a gain of $2,160 in operating income and recorded an equity method investment of $1,361 in other assets during the year ended December 31, 2019. In addition, we loaned the joint venture $1,506 and made an initial contribution at its formation in exchange for 50% of the shares in the joint venture. During the year ended December 31, 2021, we sold this equity investment for cash proceeds of $1,672 and recognized a gain of $571, which is included in selling, general and administrative expense in our consolidated statements of income.
Equity Method Investments
Unconsolidated joint ventures are accounted for under the equity method. For these joint ventures, our investment balances are included in other assets on the consolidated balance sheets and our pro rata share of net income or loss is included in operating income.
During the year ended December 31, 2021, we entered into three joint ventures and invested $9,000 in one of them. No other material investments were made. Activity under these joint ventures as of December 31, 2021 was not material.
The following table provides information about our equity method investments in joint ventures:
As of December 31,
2021 2020
Equity method investments $ 9,206  $ 1,189 
Expense recognized $ 118  $ 225