Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 02, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AquaVenture Holdings Ltd | ||
Entity Central Index Key | 0001422841 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 285,836,202 | ||
Entity Common Stock, Shares Outstanding | 31,969,792 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 103,307 | $ 56,618 |
Trade receivables, net of allowances of $1,213 and $1,034, respectively | 26,755 | 21,437 |
Inventory | 17,385 | 15,496 |
Current portion of long-term receivables | 7,561 | 6,538 |
Prepaid expenses and other current assets | 8,130 | 8,272 |
Total current assets | 163,138 | 108,361 |
Property, plant and equipment, net | 167,173 | 150,064 |
Construction in progress | 17,786 | 15,427 |
Right-of-use assets | 10,721 | |
Restricted cash | 4,233 | 4,153 |
Long-term receivables | 32,529 | 40,574 |
Other assets | 11,820 | 6,251 |
Deferred tax asset | 4,883 | 4,191 |
Intangible assets, net | 186,409 | 205,443 |
Goodwill | 198,889 | 190,999 |
Total assets | 797,581 | 725,463 |
Current Liabilities: | ||
Accounts payable | 5,703 | 8,235 |
Accrued liabilities | 29,903 | 25,116 |
Current portion of long-term debt | 7,491 | 6,494 |
Deferred revenue | 4,810 | 3,890 |
Total current liabilities | 47,907 | 43,735 |
Long-term debt | 309,104 | 313,215 |
Deferred tax liability | 17,342 | 18,465 |
Other long-term liabilities | 13,864 | 13,450 |
Operating lease liabilities, non-current | 9,777 | |
Total liabilities | 397,994 | 388,865 |
Commitments and contingencies (see Note 15) | ||
Shareholders' Equity | ||
Ordinary shares, no par value, 250,000 shares authorized; 31,838 and 26,780 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | ||
Additional paid-in capital | 664,920 | 582,127 |
Accumulated other comprehensive income | (150) | (421) |
Accumulated deficit | (265,183) | (245,108) |
Total shareholders' equity | 399,587 | 336,598 |
Total liabilities and shareholders' equity | $ 797,581 | $ 725,463 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Allowances | $ 1,213 | $ 1,034 |
Common stock par value | $ 0 | $ 0 |
Common stock authorized | 250,000 | 250,000 |
Common stock issued | 31,838 | 26,780 |
Common stock outstanding | 31,838 | 26,780 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenues | $ 203,487 | $ 145,608 | $ 120,763 |
Total cost of revenues | 99,523 | 68,106 | 56,408 |
Gross profit | 103,964 | 77,502 | 64,355 |
Selling, general and administrative expenses | 95,986 | 83,645 | 72,421 |
Income (loss) from operations | 7,978 | (6,143) | (8,066) |
Other expense: | |||
Interest expense, net | 25,386 | 15,046 | 11,537 |
Other expense, net | (460) | (850) | (1,850) |
Loss before income tax expense (benefit) | (17,868) | (22,039) | (21,453) |
Income tax expense (benefit) | 2,207 | (1,311) | 3,441 |
Net loss | (20,075) | (20,728) | (24,894) |
Other comprehensive income: | |||
Foreign currency translation adjustment | 271 | (404) | (17) |
Comprehensive loss | $ (19,804) | $ (21,132) | $ (24,911) |
Loss per share – basic and diluted | $ (0.69) | $ (0.78) | $ (0.94) |
Weighted-average shares outstanding – basic and diluted | 29,212 | 26,583 | 26,426 |
Bulk water | |||
Total revenues | $ 60,460 | $ 57,262 | $ 53,436 |
Total cost of revenues | 27,700 | 26,516 | 27,145 |
Gross profit | 32,760 | 30,746 | 26,291 |
Rental | |||
Total revenues | 94,282 | 64,216 | 52,997 |
Total cost of revenues | 42,493 | 28,025 | 23,484 |
Gross profit | 51,789 | 36,191 | 29,513 |
Product sales | |||
Total revenues | 45,074 | 20,105 | 9,796 |
Total cost of revenues | 29,330 | 13,565 | 5,779 |
Gross profit | 15,744 | 6,540 | 4,017 |
Financing | |||
Total revenues | 3,671 | 4,025 | 4,534 |
Gross profit | $ 3,671 | $ 4,025 | $ 4,534 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Ordinary SharesOrdinary Share Units | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning Balance (in shares) at Dec. 31, 2016 | 26,388 | ||||
Beginning Balance at Dec. 31, 2016 | $ 558,141 | $ (199,486) | $ 358,655 | ||
Equity Rollforward | |||||
Employee Share Purchase Plan (in shares) | 16 | ||||
Employee Share Purchase Plan | 204 | 204 | |||
Issuance for share-based compensation, net of shares withheld to cover minimum tax withholdings (in shares) | 70 | ||||
Issuance of share-based compensation, net of shares withheld to cover minimum tax withholdings | (455) | (455) | |||
Exercise of options (number of shares) | 8 | ||||
Exercise of options | 73 | 73 | |||
Share-based compensation expense | 12,120 | 12,120 | |||
Tax effect for intercompany debt to equity conversion | (1,490) | (1,490) | |||
Net loss | (24,894) | (24,894) | |||
Foreign currency translation adjustment | $ (17) | (17) | |||
Ending Balance (in shares) at Dec. 31, 2017 | 26,482 | ||||
Ending Balance at Dec. 31, 2017 | 568,593 | (17) | (224,380) | 344,196 | |
Equity Rollforward | |||||
Employee Share Purchase Plan (in shares) | 22 | ||||
Employee Share Purchase Plan | 285 | 285 | |||
Issuance for share-based compensation, net of shares withheld to cover minimum tax withholdings (in shares) | 124 | ||||
Issuance of share-based compensation, net of shares withheld to cover minimum tax withholdings | (422) | (422) | |||
Exercise of options (number of shares) | 30 | ||||
Exercise of options | 442 | 442 | |||
Share-based compensation expense | 11,188 | 11,188 | |||
Issuance of ordinary shares, net of issuance costs | 2,041 | 2,041 | |||
Issuance of ordinary shares, net of issuance costs (in shares) | 122 | ||||
Net loss | (20,728) | (20,728) | |||
Foreign currency translation adjustment | (404) | (404) | |||
Ending Balance (in shares) at Dec. 31, 2018 | 26,780 | ||||
Ending Balance at Dec. 31, 2018 | 582,127 | (421) | (245,108) | 336,598 | |
Equity Rollforward | |||||
Employee Share Purchase Plan (in shares) | 24 | ||||
Employee Share Purchase Plan | 403 | 403 | |||
Issuance for share-based compensation, net of shares withheld to cover minimum tax withholdings (in shares) | 141 | ||||
Issuance of share-based compensation, net of shares withheld to cover minimum tax withholdings | (1,059) | (1,059) | |||
Exercise of options (number of shares) | 178 | ||||
Exercise of options | 3,088 | 3,088 | |||
Share-based compensation expense | 4,956 | 4,956 | |||
Issuance of ordinary shares, net of issuance costs | 75,405 | 75,405 | |||
Issuance of ordinary shares, net of issuance costs (in shares) | 4,715 | ||||
Net loss | (20,075) | (20,075) | |||
Foreign currency translation adjustment | 271 | 271 | |||
Ending Balance (in shares) at Dec. 31, 2019 | 31,838 | ||||
Ending Balance at Dec. 31, 2019 | $ 664,920 | $ (150) | $ (265,183) | $ 399,587 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (20,075) | $ (20,728) | $ (24,894) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 54,146 | 34,533 | 29,648 |
Share-based compensation expense | 4,956 | 11,188 | 12,120 |
Provision for bad debts | 1,219 | 1,035 | 605 |
Deferred income tax provision | (962) | (3,287) | 1,488 |
Provision for inventory | 376 | 308 | 89 |
Loss on extinguishment of debt | 1,389 | ||
(Gain) loss on disposal of assets | (1,242) | 1,563 | 1,468 |
Amortization of deferred financing fees | 1,017 | 963 | 878 |
Accretion of and adjustments to acquisition contingent consideration | 276 | (27) | |
Accretion of and adjustments to asset retirement obligation | 28 | 50 | 49 |
Other | (3) | 60 | |
Change in operating assets and liabilities: | |||
Trade receivables | (5,757) | 2 | (4,301) |
Inventory | (3,213) | (2,162) | (1,219) |
Prepaid expenses and other current assets | 1,129 | (1,135) | (710) |
Long-term receivables | 6,982 | 5,661 | 6,309 |
Right-of-use assets | 1,727 | ||
Other assets | (11,218) | (4,124) | (3,462) |
Current liabilities | 2,160 | 2,579 | (1,011) |
Operating lease liabilities | (1,781) | ||
Long-term liabilities | 1,277 | 463 | 460 |
Net cash provided by operating activities | 31,042 | 26,882 | 18,966 |
Cash flows from investing activities: | |||
Capital expenditures | (36,612) | (19,626) | (14,445) |
Net cash paid for acquisition of assets or business | (19,687) | (198,473) | (9,921) |
Proceeds from sale of fixed assets | 3,831 | 680 | 22 |
Net cash received for sale of business | 2,879 | ||
Net cash used in investing activities | (52,468) | (214,540) | (24,344) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 150,000 | 150,000 | |
Payments of long-term debt | (6,812) | (6,528) | (118,205) |
Payment of deferred financing fees | (86) | (70) | (3,677) |
Payments related to debt extinguishment | (433) | ||
Payments of secured borrowings | (422) | (17,500) | |
Payments of acquisition contingent consideration | (2,336) | (112) | |
Proceeds from exercise of stock options | 3,088 | 442 | 73 |
Shares withheld to cover minimum tax withholdings on equity awards | (1,059) | (422) | (455) |
Proceeds from the issuance of Employee Share Purchase Plan shares | 403 | 285 | 204 |
Proceeds from issuance of ordinary shares, net of issuance costs | 75,404 | (1,169) | |
Net cash provided by financing activities | 68,180 | 126,095 | 26,338 |
Effect of exchange rates on cash, cash equivalents and restricted cash | 15 | (25) | 4 |
Change in cash, cash equivalents and restricted cash | 46,769 | (61,588) | 20,964 |
Cash, cash equivalents and restricted cash at beginning of period | 60,771 | 122,359 | 101,395 |
Cash, cash equivalents and restricted cash at end of period | $ 107,540 | $ 60,771 | $ 122,359 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2019 | |
Description of the Business | |
Description of the Business | 1. Description of the Business AquaVenture Holdings Limited is a British Virgin Islands (“BVI”) company that was formed on June 17, 2016. AquaVenture Holdings Limited and its subsidiaries (collectively, “AquaVenture” or the “Company”) provides its customers Water‑as‑a‑Service ® (“WAAS ® ”) solutions through two operating platforms: Seven Seas Water and Quench. Both operations are critical to AquaVenture, which is headquartered in the BVI. Seven Seas Water offers WAAS solutions by providing outsourced desalination, wastewater treatment and water reuse solutions to governmental, municipal (including utility districts), industrial, property developer and hospitality customers. Seven Seas Water’s desalination solutions utilize reverse osmosis and other purification technologies to produce potable and high purity industrial process water in high volumes for customers operating in regions with limited access to potable water. Through this outsourced desalination service model, Seven Seas Water assumes responsibility for designing, financing, constructing, operating and maintaining the water treatment facilities. In exchange, Seven Seas Water enters into long‑term agreements to sell to customers agreed‑upon quantities of water that meet specified water quality standards. For its wastewater treatment and water reuse solutions, Seven Seas Water designs, fabricates and installs plants which can be sold or leased to customers for a contractual term. The wastewater treatment and water reuse solutions offered include scalable modular treatment plants, field-erected plants and temporary bypass plants. Seven Seas Water currently operates in the Caribbean region, the United States and in South America and is pursuing new opportunities in North America, the Caribbean, South America, Africa, the Middle East and other select markets. Seven Seas Water is supported by operations centers in Tampa, Florida and Houston, Texas, which provide business development, engineering, field service support, procurement and administrative functions. Quench offers WAAS solutions by providing bottleless filtered water coolers and related services through direct and indirect sales channels. Through its direct sales channel, Quench primarily rents and services point-of-use (“POU”) units to institutional and commercial customers. Quench’s typical initial rental contract is three years in duration and contains an automatic renewal provision. Quench’s indirect sales channel provides POU systems, filters, parts and services to a network of approximately 260 dealers and retailers. Quench primarily operates throughout the United States and Canada. Quench is supported by a primary operations center in King of Prussia, Pennsylvania, which provides marketing and business development, field service and supply chain support, customer care and administrative functions. On December 23, 2019, we announced that we entered into an agreement and plan of merger, or Merger Agreement, to be acquired by Culligan International Company, or Culligan, a Delaware corporation. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions therein, Amberjack Merger Sub Limited, or Merger Sub, a business incorporated under the laws of the British Virgin Islands and wholly-owned subsidiary of Culligan will merge with and into the Company (the “Merger”). As a result of the Merger, the Company will become a wholly-owned subsidiary of Culligan. The closing of the Merger remains subject to the satisfaction or waiver of the remaining conditions to the Merger set forth in the Merger Agreement. We expect the Merger to close no later than the end of the second quarter of 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of AquaVenture Holdings Limited and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include: accounting for revenue from contracts with customers and the determination of transaction prices and allocation of revenues to remaining performance obligations; accounting for leases and the determination of operating lease liabilities and right-of-use assets; accounting for goodwill and identifiable intangible assets and any related impairment; property, plant and equipment and any related impairment; contract costs and any related impairment; share‑based compensation; allowance for doubtful accounts; obligations for asset retirement; acquisition contingent consideration; and valuation of deferred income taxes. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates. Cash and Cash Equivalents The Company classifies all highly liquid investments with an original initial maturity of three months or less as cash equivalents. Cash and cash equivalents consist of cash on hand with domestic and foreign banks and, at times, may exceed insurance limits of the Federal Deposit Insurance Corporation, or similar insurance in foreign jurisdictions. Cash and cash equivalents can also include certain money market accounts and U.S. Treasury bills. All cash and cash equivalents are stated at cost, which approximates fair value due to the short duration of their maturities. Restricted Cash As of December 31, 2019 and 2018, the Company had an aggregate of $4.2 million and $4.2 million, respectively, deposited in restricted bank accounts or deemed restricted for one the Company’s borrowings both of which were classified as long‑term in the consolidated balance sheets. The Company is required to maintain deposits in local restricted bank accounts as a debt service reserve fund and a maintenance reserve fund for a credit facility between a bank and Seven Seas Water (BVI) Limited, an indirect wholly-owned subsidiary of the Company (collectively, the “BVI Loan Agreement”). The required balance of the restricted cash will fluctuate over the term of the agreements based on required debt service payments and is based a percentage of loan proceeds as determined by the bank for the BVI Loan Agreement. As of December 31, 2019 and 2018, $3.7 million and $3.7 million, respectively, was deposited into restricted bank accounts as debt service and maintenance reserve funds in accordance with the terms of the Company’s credit agreements and are classified as a noncurrent asset in the consolidated balance sheets. As of December 31, 2019 and 2018, $0.5 million and $0.5, respectively, was deemed restricted as a minimum balance requirement in accordance with the terms of one of the Company’s credit agreements and classified as a noncurrent asset in the consolidated balance sheets. Trade Receivables, net Trade receivables are recorded at invoiced amounts, based principally on meter readings; minimum take‑or‑pay amounts as provided in contractual arrangements; rental agreements; upon the completion of service work performed; or delivery of goods. Trade receivables do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical write‑off experience, delinquency trends, and a specific analysis of significant receivable balances that are past due. Account balances are charged off against the allowance for doubtful accounts after all reasonable collection efforts have been exhausted. As of December 31, 2019 and 2018, the allowance for doubtful accounts was $1.2 million and $1.0 million, respectively. The provision for bad debt expenses for the years ended December 31, 2019, 2018 and 2017 was $1.2 million, $1.0 million and $0.6 million, respectively, and is included in selling, general and administrative expenses (“SG&A”) in the consolidated statements of operations and comprehensive income. Deductions, including write‑offs of uncollectible accounts receivable, to the allowance for doubtful accounts for the years ended December 31, 2019, 2018 and 2017 were $1.0 million, $1.0 million and $0.7 million, respectively. Inventory Inventory is categorized as finished goods, raw materials, work in process and parts, supplies and miscellaneous equipment. Finished goods represent POU water coolers and purification systems which are sold directly to customers, dealers, and retailers. Finished goods also represent POU systems which are held for future rental as well as coffees, teas and other break room supplies which are used in conjunction with the Company’s coffee brewers. Raw materials relate to the underlying materials used to manufacture certain POU units. Work in process relates to POU units and wastewater treatment and water reuse solution projects that are being constructed by the Company and have not yet been completed. Spare parts, supplies and miscellaneous equipment includes plant and filtration and related equipment, filters and parts, and other ancillary products and supplies and relate to the plant and rental assets recorded within property, plant and equipment. All inventory is valued at the lower of cost or net realizable value on a first‑in, first‑out basis and is periodically reviewed for excess and damage. The Company’s inventory, by category, as of December 31, 2019 and 2018, were as follows (in thousands): December 31, 2019 2018 Finished goods $ 6,093 $ 7,367 Spare parts, supplies and miscellaneous equipment 9,117 7,472 Raw materials 1,650 357 Work in process 525 300 Total $ 17,385 $ 15,496 Revenue Recognition Through the Seven Seas Water and Quench operating platforms, the Company generates revenues from the following primary sources: (i) bulk water sales and services; (ii) service concession arrangements; (iii) rental of equipment; and (iv) product sales. The revenue recognition policy for each of the primary sources of revenue are as follows: Bulk Water Sales and Services. Through the Seven Seas Water operating platform, the Company enters into contracts with customers with a single performance obligation to deliver bulk water or a series of performance obligations to perform substantially the same services with the same pattern of transfer, which can include the operations and maintenance (“O&M”) of a customer-owned or leased plant. The Company recognizes revenues from the delivery of bulk water or the performance of bulk water services at the time the water or services are delivered to the customers in accordance with the contractual agreements. Billings to the customer for both bulk water and the bulk water services are typically based on the volume of water supplied to a customer and typically contain a minimum monthly charge provision which allows the Company to invoice the customer for the greater of the water supplied or a minimum monthly charge. The volume of water supplied is based on meter readings performed at or near the end of the month. The transaction price calculated for bulk water sales and service can include, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenue will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. Estimates of revenue for unbilled water are recorded when meter readings occur at a time other than the end of a period. A contract asset or liability may be recognized in instances where there is a difference between the amount billed to a customer and the revenue recognized for the completed O&M performance obligations during the period. Revenues generated from both the delivery of bulk water and performance of services related to bulk water are recorded as bulk water revenue within the consolidated statements of operations and comprehensive income. Certain contracts with customers which require the construction of facilities to provide bulk water to a specific customer include two performance obligations, including an implicit lease for the bulk water facilities and bulk water services, and a non-lease component related to O&M services. The implicit lease performance obligation is generally accounted for as an operating lease as a result of the provisions of the contract. As the bulk water services are deemed to be the more predominant element, the Company considers the arrangement to be a combined bulk water component. The calculated transaction price can include, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenues will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. The revenue recognition pattern for both the lease and non-lease components are the same, with revenues being recognized ratably over the contract period as water is delivered to the customer. Revenues generated from both the lease and non-lease performance obligations are recorded as bulk water revenue within the consolidated statements of operations and comprehensive income. Service Concession Arrangements. Through the Seven Seas Water operating platform, the Company enters into contracts with customers that are determined to be service concession arrangements. Service concession arrangements are agreements entered into with a public sector entity which controls both (i) the ability to modify or approve the services and prices provided by the operating company and (ii) beneficial entitlement to, or residual interest in, the infrastructure at the end of the term of the agreement. Service concession arrangements typically include more than one performance obligation, including the construction of infrastructure for the customer and an obligation to provide O&M services for the infrastructure constructed for the customer. Billings to the customer for service concession arrangements are typically based on the volume of water supplied to a customer and typically contain a minimum monthly charge provision which allows the Company to invoice the customer for the greater of the water supplied or a minimum monthly charge. The volume of water supplied is based on meter readings performed at or near the end of the month. The transaction price calculated for service concession arrangements includes, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenues will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. The transaction price is allocated to the identified performance obligations based on the relative standalone selling prices of the identified performance obligations. The transaction price allocated to the construction of infrastructure performance obligation is recognized as product sales within the consolidated statements of operations and comprehensive income. Product sales are recognized over time, using the input method based on cost incurred, which typically begins at commencement of the construction with revenue being fully recognized upon the completion of the infrastructure as control of the infrastructure is, or is deemed to be, transferred to the customer. In addition, service concession contracts typically include a difference in timing of when control is, or is deemed to be, transferred and the collection of cash receipts, which are collected over the term of the entire arrangement. The timing difference could result in a significant financing component for the construction performance obligations if determined to be a material component of the transaction price. If a significant financing component is identified, the future cash flows included in the transaction price allocated to the construction performance obligations are discounted using a discount rate comparable to a market-based borrowing rate specific to both the customer and terms of the contract. The resulting present value of the allocated future cash flows is recorded as construction revenue with a related long-term receivable as control of the infrastructure is, or is deemed to be, transferred to the customer while the discount amount is considered to be the significant financing component. Future cash flows received from the customer related to the construction performance obligations are bifurcated between principal repayment of the long-term receivable and the imputed interest income related to the customer financing. The interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income as providing financing to our customers is a core component of our business model. The transaction price allocated to the O&M performance obligation is recorded as bulk water revenue within the consolidated statements of operations and comprehensive income as the services are provided to the customer. A contract asset or liability may be recognized in instances where there is a difference between the amount billed to a customer and the revenue recognized for the completed O&M performance obligations during the period. Rental of Equipment. Through the Seven Seas Water and Quench operating platforms, the Company generates revenues through the rental of its wastewater treatment and water reuse equipment and filtered water and related systems to customers. Rental agreements classified as operating leases can contain both lease and non-lease components, including O&M services on Company-owned equipment. For rental agreements that meet all conditions of the elected practical expedient to not separate lease and non-lease components and where the lease component is determined to be the predominant element of the contract, the Company allocates all revenues under the contract to the lease component of the contract. Billings to the customer for the rental of this equipment, which generally occur either monthly or quarterly, are based on the rental rate as stated within the rental agreement. The transaction price is based on the minimum lease payment as stated within the rental agreement. Rental revenues, including revenues in connection with certain installation type activities are recognized ratably over the rental agreement term and amounts paid by customers in excess of recognizable revenue are recorded as a contract liability, or deferred revenue, in the consolidated balance sheets. Certain revenues associated with shipping, delivery, installation or similar activities that occur prior to lease commencement do not provide a service to the lessee and are not a non-lease component of the contract. Payments for these activities are recorded as prepaid lease payments which are recognized ratably with the rental revenue over the lease term. Upon the expiration of the initial rental agreement term, the Company may enter into rental agreement extensions in which revenues are recognized ratably over the extension term. Revenues generated under these rental agreements are recorded as rental revenue within the consolidated statements of operations and comprehensive income. Product Sales. Through both the Seven Seas Water and Quench operating platforms, the Company enters into contracts to construct desalination and wastewater treatment and water reuse equipment and facilities and to sell customers water and related filtration equipment, coffee and consumables, which may include contracts accounted for as sales-type leases. Contracts with customers to sell water and related filtration equipment and coffee and consumables typically include a single performance obligation. The Company recognizes revenues at the time the equipment, coffee or consumables is transferred to the customer, which can be upon either shipment or delivery to the customer. The transaction price is based on the contractual price with the customer. Shipping and handling costs paid by the customer are included in revenues. Billings to the customer for the sale of water and related filtration equipment, coffee and consumables occur at the time the product is transferred to the customer and are based on contract price. Contracts with customers to construct desalination and wastewater treatment and water reuse equipment and facilities typically include a single performance obligation. Construction and equipment revenues are recognized over time, using the input method based on cost incurred, which typically begins at the later of commencement of the construction or at the time the infrastructure is, or is deemed to be, transferred to the customer with revenue being fully recognized upon the completion of the infrastructure. Billings to the customer to construct desalination and wastewater treatment and water reuse equipment and facilities can occur at contractual intervals throughout the construction period, at the time the equipment or facility is deemed transferred to the customer, or, in the case of sales-type leases, as stated within the rental agreement. The transaction price is based on the contractual price with the customer. For contracts deemed to be, or that include a sales-type lease, the transaction price is based on the minimum lease payments as stated within the rental agreement. For contracts that contain both a lease and non-lease component, the transaction price is allocated based on the relative standalone selling prices of the lease and non-lease components. The transaction price, excluding variable lease payments, allocated to the lease component is discounted at the implicit rate of the contract and is recognized as revenue upon commencement of the lease. Revenues generated under these contracts are recorded as product sales revenue within the consolidated statements of operations and comprehensive income. Future cash flows received from sales-type leases are bifurcated between principal repayment of the long-term receivable and the related imputed interest income related to the customer financing. The interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income. Leases Lessee accounting The Company leases space and operating assets, including offices, office equipment, warehouses, storage yards and storage units under non-cancelable operating leases. The Company accounts for these leases in accordance with the authoritative guidance adopted as of January 1, 2019. Please see “Adoption of New Accounting Pronouncements” section below for information regarding this adoption. At the time of contract inception, the Company determines if an arrangement is or contains a lease. If the arrangement contains a lease, the Company recognizes a right-of-use asset and an operating lease liability at the lease commencement date. Lease expense for lease payments made is recognized on a straight-line basis over the lease term. The operating lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The current portion of the Company’s operating lease liabilities are recorded within accrued liabilities in the consolidated balance sheets. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the operating lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The right-of-use asset is subsequently measured throughout the lease term at the carrying amount of the operating lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Right-of-use assets are periodically reviewed for impairment whenever events or changes in circumstances arise. During the year ended December 31, 2019, the Company incurred no impairment charges related to right-of-use assets. Key estimates and judgments in determining both the operating lease liability and right-of-use asset include the determination of (i) the discount rate it uses to discount the unpaid lease payments to present value, (ii) the lease term and (iii) the lease payments. The discount rate applied to the unpaid lease payments is the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally derives an incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, and/or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of operating lease liabilities are comprised of the following: · fixed payments; · variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date; and · the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. In certain instances, the Company's leases include non-lease components, such as equipment maintenance or common area maintenance. As part of its adoption of authoritative guidance on leases on January 1, 2019, the Company has not elected the practical expedient to account for the lease and non-lease components as a single lease component and has elected (for all classes of underlying assets) to account for these components separately. The Company allocates the consideration in the contract to the lease and non-lease components based on each component's relative standalone price. The Company determines standalone prices for the lease components based on the prices for which other lessors lease similar assets on a standalone basis. The Company determines standalone prices for the non-lease components based on the prices that suppliers might charge for those types of services on a standalone basis. If observable standalone prices are not readily available, the Company estimates the standalone prices maximizing the use of observable information. The Company has elected to utilize the short-term lease exemption and not recognize a right-of-use asset and corresponding operating lease liability for leases with expected terms of 12 months or less. The Company recognizes the lease payments associated with its short-term leases on a straight-line basis over the lease term. Lessor accounting The Company generates revenues through the lease of its bulk water facilities, wastewater treatment and water reuse equipment, and filtered water and related systems equipment to customers. In certain instances, the Company enters into a contract with a customer but must construct the underlying asset, including bulk water facilities and wastewater treatment and water reuse equipment, prior to its lease. At the time of contract inception, the Company determines if an arrangement is or contains a lease. Customer contracts that contain leases, which can be explicit or implicit in the contract, are generally classified as either operating leases or sales-type leases and can contain both lease and non-lease components, including operating and maintenance services (“O&M”) of the Company-owned equipment. As part of its adoption of authoritative guidance on leases on January 1, 2019, the Company elected the practical expedient for all classes of underlying assets to not separate the lease and non-lease components if certain conditions are met, including the classification of the lease component as operating and the revenue recognition pattern of both the lease and non-lease components. The Company will account for the contract with the customer as a combined component under the respective authoritative guidance for the predominant element in the contract, the lease or non-lease component. For leases classified as sales-type leases, the Company allocates the transaction price based on the relative standalone selling prices of the identified performance obligations. If the customer contract contains or is accounted for as a lease, the key estimates and judgments used by the Company in accounting for the lease as a lessor include the following: (i) lease term, (ii) the economic life of the underlying leased asset, (iii) determination of lease payments and (iv) determination of the fair value at the time of contract inception and the residual value of the underlying leased asset. The lease term for the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, and/or an option to extend (or not to terminate) the lease controlled by the Company. Contracts entered into with customers can include either the option to renew or an auto-renewing provision that results in the automatic extension of the existing contract. In certain instances, key provisions such as the lease payment or term of the renewal are not stated and are subject to negotiation. The economic life of the underlying leased asset is determined to be either the period over which the asset is expected to be economically usable, or where the benefits it can produce exceed the cost to replace or undertake major repairs. In certain instances, the economic life of the underlying leased asset can exceed the useful life assigned by the Company. Lease payments that are accounted for as rental revenue are comprised of the following: · fixed payments; · variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date; · the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise the option; and · payments for penalties for the termination of a lease if the term reflects the lessee terminating the lease. The Company’s leases do not typically include a requirement for the customer to guarantee the residual value of the underlying leased asset. Variable lease payments that do not depend on an index or rate are excluded from the determination of lease payments. The fair value of the underlying leased asset at contract inception and residual value of underlying leased asset at the end of the term of the lease are determined based on the price that would be received to sell an asset in an orderly transaction at the time of valuation. The Company’s risk management strategy for protecting the residual value of the underlying assets include the ongoing maintenance by the Company during the lease term as well as clauses and other protections within the lease agreements which require the lessee to return the underlying asset in working condition at the end of the lease term. At contract inception, the Company determines the lease classification of the underlying asset. The Company considers inputs such as the lease term, lease payments, fair value of the underlying asset and residual value of the underlying asset when assessing the classification. The discount rate applied to the unpaid lease payments is the interest rate implicit in the lease. The rate implicit in the lease is the rate of interest that, at a given date, causes the aggregate present value of (a) the lease payments and (b) the amount that the Company expects to derive from the underlying asset following the end of the lease term to equal the sum of (1) the fair value of the underlying asset minus any related investment tax credit retained and expected to be realized by the Company and (2) any deferred initial direct costs of the Company. In certain instances, contracts with customers may also include the option for the customer to purchase the underlying asset at the end of the lease term. When applicable and certain conditions are met, the Company will incorporate the stated purchase price into the determination of the interest rate implied in the lease. Contract Costs Contract costs includes contract acquisition costs, deferred lease costs and contract fulfillment costs which are all recorded within other assets in the consolidated balance sheets. Contract Acquisition Costs. Prior to January 1, 2019, the Company accounted for initial direct costs incurred by the Company to originate leases as deferred lease costs. The costs capitalized were directly related to the negotiation and execution of leases and primarily consisted of internal compensation and benefits as lease origination activities were performed internally by the Company. Deferred lease costs capitalized prior to the adoption of the authoritative guidance on leases will be amortized on a straight-line basis over the remaining lease term. For all leases originated on or after January 1, 2019, subsequent to the adoption of authoritative guidance on leases, the incremental costs incurred by the Company to originate contracts with customers are capitalized as contract acquisition costs. Contract acquisition costs, which generally include commissions and other costs that are only incurred as a result of obtaining a contract, are capitalized when the incremental costs are expected to be recovered over the contract period. All other costs incurred regardless of obtaining a contract are expensed as incurred. Contract acquisition costs are amortized over the period the costs are expected to contribute directly or indirectly to future cash flows, which is generally over the initial contract term, on a basis consistent with the transfer of goods or services to the customer to which the costs relate. Contract acquisition costs, net as of December 31, 2019 and December 31, 2018 were $4.9 million and $3.7 million, respectively, and were recorded in other assets in the consolidated balance sheets. Contract Fulfillment Costs. Costs incurred by the Company to fulfill a contract with a customer are capitalized when the costs generate or enhance resources that will be used in satisfying future performance obligations of the contract and the costs are expected to be recovered. Capitalized contract fulfillment costs generally include contracted services, direct labor, materials, and allocable overhead directly related to resources required to fulfill the contract, including shipping and installation activities. Contract fulfillment costs are amortized over the period the costs are expected to contribute directly or indirectly to future cash flows, which is generally over the initial contract term, on a basis consistent with the transfer of goods or services to the customer to which the costs relate. Contract fulfillment costs, net as of December 31, 2019 and December 31, 2018 were $6.2 million and $1.5 million, respectively, and were recorded in oth |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations and Asset Acquisitions | |
Business Combinations and Asset Acquisitions | 3. Business Combinations and Asset Acquisitions Business Combinations Jonli Water Services, Inc. On December 16, 2019, we acquired substantially all of the assets and assumed certain liabilities of Jonli Water Services, Inc. (“Jonli”), a POU water filtration company based in Quebec, Canada pursuant to an asset purchase agreement (the “Jonli Acquisition”). The estimated aggregate purchase price, subject to adjustments, was $0.4 million, which was paid in cash. In addition, the asset purchase agreement includes contingent payments with the ultimate payout based upon the future performance of the acquired assets. The contingent payments are automatically forfeited if the employment of certain selling shareholders terminates. As a result, the Company has determined that the contingent payments will be accounted for as post combination compensation expense, which will be accreted to its estimated payout amount of $0.1 million throughout the substantive service period. The undiscounted range of outcomes for the post combination compensation payout amount is $0 to $0.1 million. The assets acquired consist primarily of in-place maintenance agreements in Canada. Acquisition-related costs incurred by the Company related to the Jonli Acquisition during the year ended December 31, 2019 were $50 thousand, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Quench business completed the Jonli Acquisition to expand its maintenance services in Canada. The following table summarizes the preliminary purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Trade receivables $ 65 Inventory 32 Property, plant and equipment 19 Customer relationships 229 Goodwill 150 Total assets acquired 495 Liabilities assumed: Deferred revenue (60) Other long-term liabilities (10) Total liabilities assumed (70) Total purchase price $ 425 As of December 31, 2019, the purchase price allocated to the fair value of assets acquired, including intangibles, and liabilities assumed recorded in conjunction with the Jonli Acquisition remains preliminary. The preliminary purchase price allocation has been developed based on estimates with assumptions made by management. Although the Company does not expect the final allocation to vary significantly, there may be adjustments made to the preliminary purchase price allocation that could result in changes to the preliminary fair values allocated, assigned useful lives and associated amortization recorded. The assets and liabilities in the preliminary purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships. The final valuation of the intangibles identified is dependent upon certain valuation and other studies that have not yet been finalized. Accordingly, the preliminary purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth above. The Company has initially determined the weighted average useful life at the date of valuation for the customer relationships to be 15 years. Goodwill for this acquisition is composed of synergies not valued, is deductible for tax purposes and is recorded within the Quench reportable segment. The results of the operations of the acquired Jonli assets are included in the Quench reportable segment from and after the date of acquisition. The resulting amount of revenues and net loss included in the consolidated statements of operations and comprehensive income since acquisition were $15 thousand and $3 thousand, respectively. Pure Health Solutions, Inc. On December 18, 2018, Quench USA, Inc. (“Quench”), a wholly-owned subsidiary of AquaVenture Holdings Limited, acquired all of the issued and outstanding shares of Pure Health Solutions, Inc. (“PHSI”) pursuant to a stock purchase agreement (the “PHSI Acquisition”). PHSI, which is based outside of Chicago, is a leading provider of filtered water coolers and related services through direct and indirect sales channels. The Company paid approximately $56.6 million, in the aggregate, which included approximately $39.1 million of cash related to the purchase price of PHSI, net of adjustments to reduce the purchase price by $1.6 million, and approximately $17.5 million of cash accounted for as a post-combination payoff of factored contract liabilities which had been classified as a secured borrowing. The factored contract liabilities were adjusted to fair value as of the acquisition date based on the present value of the factored contract liabilities using a discount rate of approximately 7% and any penalties associated with the payoff. Acquisition-related costs incurred by the Company related to the PHSI Acquisition during the years ended December 31, 2019 and 2018 were $0.1 million and $1.8 million, respectively, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Quench business completed the asset acquisition to expand its installed base of POU systems and to be able to participate more broadly in the global POU market through the PHSI distribution network. In addition, the acquisition enhances Quench’s ability to develop, source and manufacture exclusive coolers and purification offerings. Lastly, it offers the Company the opportunity to develop relationships with POU dealers that could lead to future acquisitions. The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 260 Trade receivables 1,167 Inventory 1,603 Prepaid expenses and other current assets 447 Property, plant and equipment 6,945 Deferred tax asset 108 Customer relationships 21,409 Trade names 2,360 Non-compete agreements 1,776 Goodwill 26,473 Total assets acquired 62,548 Liabilities assumed: Accounts payable and accrued liabilities (22,652) Deferred revenue (329) Other long-term liabilities (450) Total liabilities assumed (23,431) Total purchase price $ 39,117 The purchase price allocated to the fair value of assets acquired, including intangibles, recorded in conjunction with the PHSI Acquisition is considered final. During the third quarter of 2019, the Company updated its preliminary allocation of the purchase price to the assets acquired and liabilities assumed. The assets and liabilities in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships, trade names and non-compete agreements. The fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer using a discount rate of 15.8%. The fair value of the trade names was determined using the relief from royalty method which is based on the present value of royalty fees derived from projected revenues using a discount rate of 15.8%. The fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue loss using a discount rate of 15.8%. The estimated weighted average useful life for customer relationships, trade names, and non-compete agreements is 15 years, 12 years, and 5 years, respectively. As a result of the measurement period adjustments made to the purchase price allocation during the third quarter of 2019, the Company recorded additional amortization expense, as reflected in SG&A, of $1.1 million. For the year ended December 31, 2019, the Company’s loss from operations and net loss in the consolidated statements of operations were approximately $1.1 million higher as a result of the measurement period adjustments. For the year ended December 31, 2019, the Company’s net loss per share increased by $0.04 per share as a result of the measurement period adjustments. Goodwill is composed of the acquired workforce and synergies not valued and is not deductible for tax purposes. Goodwill for the PHSI Acquisition is recorded within the Quench reportable segment. The results of the operations of the acquired PHSI assets are included in the Quench reportable segment after the date of the PHSI Acquisition. The Company identified certain liabilities, including tax matters that existed prior to December 18, 2018. The Company believes the liabilities are indemnified pursuant to the stock purchase agreement for the PHSI Acquisition. As a result, as of the date of acquisition, the Company recorded a liability in the amount of $0.8 million, which was recorded in accrued liabilities, and a corresponding indemnification receivable in the amount of $0.8 million, which was recorded in prepaids and other current assets in the consolidated balance sheet. The amounts were reflected within the purchase price allocation. Commencing on December 18, 2018, the Company initiated a restructuring of the PHSI organization which included the reduction of headcount for PHSI executive management and other employee positions determined to be duplicative with those at Quench (the “PHSI Restructuring Plan”). Certain of the positions were backfilled with additional positions at Quench depending on the needs of the business. The expected net effect of the restructuring allowed Quench to recognize synergies of reduced employee costs subsequent to the PHSI Acquisition. The restructuring was determined to be a post-combination transaction. During the years ended December 31, 2019 and 2018, the Company incurred an incremental restructuring-related charge related to severance, termination benefits and related taxes of $0.1 million and $0.9 million, respectively, which was recorded within SG&A expenses in the consolidated statements of operations and comprehensive income. As of December 31, 2019 and 2018, the Company had accrued approximately $0 and $0.8 million, respectively, within accrued liabilities on the consolidated balance sheets. The Company completed the PHSI Restructuring Plan during the second quarter of 2019 FB Global Development, Inc., d/b/a Bluline On December 3, 2018, Quench acquired substantially all the assets and assumed certain liabilities of FB Global Development, Inc., d/b/a Bluline (“Bluline”) pursuant to an asset purchase agreement (“Bluline Acquisition”). Bluline, based in South Florida, is a provider of filtered water coolers and related services through direct and indirect sales channels. The aggregate purchase price, subject to adjustments, of the Bluline Acquisition was $2.5 million in cash and $0.3 million payable, which was paid in full in January 2020. There were no acquisition-related costs incurred by the Company related to the Blueline Acquisition during the year ended December 31, 2019. Acquisition-related costs incurred by the Company related to the Bluline Acquisition during the year ended December 31, 2018 were $9 thousand, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Quench business completed the Bluline Acquisition to expand its installed base of POU systems and to be able to participate more broadly in the global POU market through its indirect sales channel. The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Trade receivables $ 90 Inventory 345 Property, plant and equipment 331 Customer relationships 1,292 Non-compete agreements 170 Goodwill 645 Total assets acquired 2,873 Liabilities assumed: Deferred revenue (10) Total liabilities assumed (10) Total purchase price $ 2,863 The purchase price allocated to the fair value of assets acquired, including intangibles, and liabilities assumed recorded in conjunction with the Bluline Acquisition is considered final. The assets and liabilities in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships and non-compete agreements. The fair value of the customer relationships were developed using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer using a weighted average discount rate of 20.0%. The fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue loss using a weighted average discount rate of 20.0%. The Company determined the weighted average useful life at the date of valuation for the customer relationships and non-compete agreements to be 20 years and 5 years, respectively. Goodwill for this acquisition is composed of synergies not valued, is deductible for tax purposes and is recorded within the Quench reportable segment. The results of the operations of the acquired Bluline assets are included in the Quench reportable segment from and after the date of acquisition AUC Acquisition Holdings On November 1, 2018, AquaVenture Holdings Inc., a wholly owned subsidiary of AquaVenture, acquired all of the issued and outstanding membership interests of AUC Acquisition Holdings (“AUC”), a provider of wastewater treatment and water reuse solutions based in Houston, Texas, pursuant to a membership interest purchase agreement (the “AUC Acquisition”). The aggregate purchase price was $130.9 million, including $127.0 million cash (including net working capital adjustments of $0.4 million), approximately 122 thousand ordinary shares of AquaVenture, or $2.0 million, and $1.9 million of acquisition contingent consideration. The acquisition contingent consideration is recorded at its estimated fair value with the ultimate payout based upon the future collection of assumed receivables. The undiscounted range of outcomes for the acquisition contingent consideration is $0 to $2.0 million. Acquisition-related costs incurred by the Company related to the AUC Acquisition during the years ended December 31, 2019 and 2018 were $0.1 million and $1.3 million, respectively, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Company completed the AUC Acquisition to expand its WAAS offerings in the wastewater treatment and water reuse businesses and broaden the Company’s existing portfolio in the United States. The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 849 Trade receivables 1,763 Inventory 2,642 Current portion of long-term receivables 521 Prepaid expenses and other current assets 1,673 Property, plant and equipment 39,848 Other assets 25 Long-term receivables 306 Customer relationships 31,740 Trade names 2,680 Non-compete agreements 2,090 Backlog 870 Goodwill 64,447 Total assets acquired 149,454 Liabilities assumed: Accounts payable and accrued liabilities (4,286) Deferred revenue (1,021) Other long-term liabilities (1,706) Deferred tax liability (11,541) Total liabilities assumed (18,554) Total purchase price $ 130,900 The purchase price allocated to the fair value of assets acquired, including intangibles, and liabilities assumed recorded in conjunction with the AUC Acquisition is considered final. During 2019, the Company updated its allocation of the purchase price to the assets acquired and liabilities assumed. The fair value of the property, plant and equipment was determined using a combination of the indirect cost approach, direct cost approach and market approach, depending on asset type. The assets and liabilities (excluding property, plant and equipment) in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships, trade names, non-compete agreements and backlog. The fair value of customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer using a discount rate of 10.9%. The fair value of the trade names was determined using the relief from royalty method which is based on the present value of royalty fees derived from projected revenues using a discount rate of 10.9%. The fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue loss using a discount rate of 10.9%. The fair value of the backlog, which represents revenues and the related profit for contracts executed but not yet completed, was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer using a discount rate of 10.9%. The Company determined the weighted average useful life at the date of valuation for the customer relationships, trade names, non-compete agreements and backlog is 19 years, 15 years, 4.9 years, and 0.7 years, respectively. As a result of the adjustments made to the purchase price allocation during 2019, the Company recorded additional depreciation expense of $0.7 million, as reflected in cost of revenues, and a reduction of amortization expense of $0.1 million, as reflected in SG&A. Upon obtaining new information, the Company also recorded additional goodwill of $0.5 million and a corresponding reduction in the deferred tax liability of $0.5 million. For the year ended December 31, 2019, the Company’s loss from operations and net loss in the consolidated statements of operations were approximately $0.6 million higher as a result of these adjustments. For the year ended December 31, 2019, the Company’s net loss per share increased by $0.02 per share as a result of these adjustments. Goodwill is composed of the acquired workforce and synergies not valued and is not deductible for tax purposes. Goodwill for the AUC Acquisition is recorded within the Seven Seas Water reportable segment. The results of the operations of the acquired AUC assets are included in the Seven Seas Water reportable segment after the date of acquisition. Alpine Water Systems, LLC On August 6, 2018, Quench acquired substantially all the assets and assumed certain liabilities of Alpine Water Systems, LLC (“Alpine”), a POU water filtration company based in Las Vegas, Nevada, pursuant to an asset purchase agreement (the “Alpine Acquisition”). The aggregate purchase price of the Alpine Acquisition was $15.0 million, including $14.5 million in cash (including final working capital adjustment of $0.1 million which was received during the three months ended March 31, 2019), $0.4 million payable on August 6, 2020, and $0.1 million of acquisition contingent consideration. The acquisition contingent consideration is recorded at its estimated fair value with the ultimate payout based upon the future performance of the acquired assets. The undiscounted range of outcomes for the acquisition contingent consideration is $0 to $0.3 million. In addition, the asset purchase agreement includes contingent payments with the ultimate payout based upon the future performance of the acquired assets. The contingent payments are automatically forfeited if the employment of certain selling shareholders terminates. The Company has determined that the contingent payments will be post-combination compensation expense, which will be accreted to their estimated payout amount of $0.4 million throughout the substantive service period. The undiscounted range of outcomes for the post-combination compensation payout amount is $0 to $1.1 million. Payments related to the final acquisition contingent consideration and post-combination expense were made during the third quarter of 2019. The assets acquired consist primarily of in-place lease agreements and the related POU systems in the United States and Canada. There were no acquisition-related costs incurred by the Company related to the Alpine Acquisition during the year ended December 31, 2019. Acquisition-related costs incurred by the Company related to the Alpine Acquisition during the year ended December 31, 2018 were $0.6 million, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Quench business completed the asset acquisition to expand its installed base of POU systems. The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands), subject to measurement period adjustments: Assets acquired: Trade receivables $ 556 Inventory 141 Prepaid expenses and other current assets 153 Property, plant and equipment 1,562 Customer relationships 6,280 Non-compete agreements 1,149 Goodwill 6,006 Total assets acquired 15,847 Liabilities assumed: Accounts payable and accrued liabilities (295) Deferred revenue (565) Total liabilities assumed (860) Total purchase price $ 14,987 The purchase price allocated to the fair value of assets acquired, including intangibles, and liabilities assumed recorded in conjunction with the Alpine Acquisition is considered final. During the first quarter of 2019, the Company updated its allocation of the purchase price to the assets acquired and liabilities assumed. The assets and liabilities in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships and non-compete agreements. The fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer using a discount rate of 13.4%. The fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue loss using a discount rate of 13.4%. The Company determined the weighted average useful life at the date of valuation for the customer relationships and non-compete agreements to be 15 years and 5 years, respectively. Goodwill is composed of synergies not valued, is deductible for tax purposes and is recorded within the Quench reportable segment. The results of the operations of the acquired Alpine assets are included in the Quench reportable segment from and after the date of acquisition. Wa-2 Water Company Ltd. On March 1, 2018, Quench Canada, Inc., a wholly-owned subsidiary of the Company, acquired substantially all of the water filtration assets and assumed certain liabilities of Wa-2 Water Company Ltd. (“Wa-2”), pursuant to an asset purchase agreement for an aggregate purchase price of $5.1 million in cash, including a final working capital adjustment of approximately $5 thousand which was paid in June 2018 (the “Wa-2 Acquisition”). Approximately $0.3 million of the aggregate purchase price was held in escrow for a period of one year by a third party for seller indemnifications. Wa-2 is a POU water filtration company based in Vancouver, British Columbia. The assets acquired consist primarily of in-place lease agreements and the related POU systems. There were no The Quench business completed the Wa-2 Acquisition to expand its installed base of POU systems in Canada. The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Trade receivables $ 134 Inventory 158 Prepaid expenses and other current assets 6 Property, plant and equipment 424 Customer relationships 1,561 Trade names 700 Non-compete agreements 298 Goodwill 2,239 Total assets acquired 5,520 Liabilities assumed: Accounts payable and accrued liabilities (86) Deferred revenue (328) Total liabilities assumed (414) Total purchase price $ 5,106 The purchase price allocated to the fair value of assets acquired, including intangibles, and liabilities assumed recorded in conjunction with the Wa-2 Acquisition is considered final. During the second quarter of 2018, the Company updated its allocation of the purchase price to the assets acquired and liabilities assumed. The assets and liabilities in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships, trade names and non-compete agreements. The fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer using a discount rate of 12.9%. The fair value of the trade names was determined using the relief from royalty method which is based on the present value of royalty fees derived from projected revenues using a discount rate of 12.9%. The fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue and cash flow loss using a discount rate of 12.9%. The Company determined the weighted average useful life at the date of valuation for the customer relationships, trade names and non-compete agreements to be 20 years, 12 years, and 5 years, respectively. Goodwill is composed of synergies not valued, is deductible for tax purposes and is recorded within the Quench reporting segment. The results of the operations of the acquired Wa-2 assets are included in the Quench reportable segment from and after the date of acquisition. Wellsys USA Corporation On September 8, 2017, Quench acquired substantially all of the assets and assumed certain liabilities of Wellsys USA Corporation (“Wellsys”) pursuant to an asset purchase agreement for an aggregate purchase price of $6.9 million in cash, including a final working capital adjustment of $165 thousand (“Wellsys Acquisition”) which was received from the escrow agent in October 2017. Wellsys is a supplier of high-quality branded and private-labeled POU water coolers and purifications systems. Headquartered in the greater Phoenix, Arizona area, Wellsys sells its products to networks of dealers in the United States, Canada, Mexico and South Africa. There were no acquisition-related costs incurred by the Company related to the Wellsys Acquisition during the years ended December 31, 2019 and 2018. Acquisition-related costs incurred by the Company related to the Wellsys Acquisition during the year ended December 31, 2017 were $31 thousand, which were expensed as incurred within SG&A in the consolidated statements of operations and comprehensive income. The Quench business completed the Wellsys Acquisition to be able to participate more broadly in the global POU market through the Wellsys distribution network. In addition, the acquisition provides an opportunity to develop, source and distribute Quench-exclusive innovative coolers and purification offerings, and to develop relationships with Wellsys dealers that could ultimately lead to potential acquisitions. Pro Forma Financial Information The following unaudited pro forma financial information (in thousands, except for per share amounts) for the Company gives effect to the acquisitions of: (i) Jonli, which occurred on December 16, 2019; (ii) PHSI, which occurred on December 18, 2018; (iii) Bluline, which was acquired on December 3, 2018; (iv) AUC, which occurred on November 1, 2018; (v) Alpine, which occurred on August 6, 2018; (vi) Wa-2, which occurred on March 1, 2018; and (vii) Wellsys, which occurred on September 8, 2017, as if each had occurred on January 1, 2017. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations that actually would have resulted had the acquisitions occurred on the date indicated, or that may result in the future. Year ended December 31, 2019 2018 2017 Revenues $ 203,905 $ 188,370 $ 175,643 Net loss $ (20,094) $ (26,797) $ (30,051) Loss per share $ (0.69) $ (1.01) $ (1.14) Asset Acquisitions The following acquisitions did not meet the definition of a business combination, so the Company accounted for these transactions as asset acquisitions. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. In addition, related transaction expenses are capitalized and allocated to the net assets acquired on a relative fair value basis. Mirex AquaPure Solutions L.P., d/b/a Mirex AquaPure Solutions On October 1, 2019, we acquired substantially all of the assets and assumed certain liabilities of Mirex AquaPure Solutions L.P., d/b/a Mirex AquaPure Solutions (“Mirex”), a POU water filtration company based in Houston, Texas, pursuant to an asset purchase agreement. The estimated aggregate purchase price, subject to adjustments, was $11.6 million, which included approximately $10.3 million of cash, $0.9 million payable on the one-year anniversary of the transaction, $0.3 million payable on the two-year anniversary of the transaction and approximately $0.1 million of acquisition contingent consideration payable to the seller on or before the one-year anniversary of the transaction. The acquisition contingent consideration is recorded at its estimated fair value with the ultimate payout based upon the receipt of certain receivables as set forth in the asset purchase agreement. The undiscounted range of outcomes for the acquisition contingent considerations is $0 to $0.1 million. The assets acquired consist primarily of in-place lease agreements and the related POU systems in the United States. The revenues and related expenses from the acquired in-place lease agreements are included in the Quench reportable segment from the date of acquisition. The Quench business completed the Mirex acquisition to expand its installed base of POU systems in the United States. Acquisition-related costs incurred by the Company in connection with this acquisition during the year ended December 31, 2019 were $12 thousand. The following table summarizes the amounts for the Mirex acquisition which were allocated to the fair value of aggregated net assets acquired (in thousands): Trade receivables $ 486 Property, plant and equipment 562 Inventory 92 Customer relationships 10,334 Non-compete agreements 272 Deferred revenue (152) Net assets acquired $ 11,594 The assets in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships and non-compete agreements. The fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of exp |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Revenues | 4. Revenue Disaggregation of Revenue The following table represents a disaggregation of revenue for the years ended December 31, 2019, 2018 and 2017, along with the reportable segment for each category (in thousands): Year Ended December 31, 2019 Seven Seas Water Quench Total Bulk water Water delivery $ 36,771 $ — $ 36,771 Operating and maintenance 23,689 — 23,689 Total bulk water 60,460 — 60,460 Rental Lease of equipment 14,788 79,494 94,282 Total rental 14,788 79,494 94,282 Product sales Construction of plants 9,418 — 9,418 Sale of equipment, coffee and consumables — 35,656 35,656 Total product sales 9,418 35,656 45,074 Financing 3,671 — 3,671 Total revenues $ 88,337 $ 115,150 $ 203,487 Year Ended December 31, 2018 Seven Seas Water Quench Total Bulk water Water delivery $ 35,950 $ — $ 35,950 Operating and maintenance 21,312 — 21,312 Total bulk water 57,262 — 57,262 Rental Lease of equipment 2,318 61,898 64,216 Total rental 2,318 61,898 64,216 Product sales Construction of plants 2,817 — 2,817 Sale of equipment, coffee and consumables — 17,288 17,288 Total product sales 2,817 17,288 20,105 Financing 4,025 — 4,025 Total revenues $ 66,422 $ 79,186 $ 145,608 Year Ended December 31, 2017 Seven Seas Water Quench Total Bulk water Water delivery $ 33,986 $ — $ 33,986 Operating and maintenance 19,450 — 19,450 Total Bulk water 53,436 — 53,436 Rental Lease of equipment — 52,997 52,997 Total rental — 52,997 52,997 Product sales Construction of plants — — — Sale of equipment, coffee and consumables — 9,796 9,796 Total Product sales — 9,796 9,796 Financing 4,534 — 4,534 Total revenues $ 57,970 $ 62,793 $ 120,763 Contract Assets and Liabilities Contract assets include amounts related to our contractual right to consideration for completed performance obligations not yet invoiced. Contract liabilities include payments received in advance of performance under the contract or for differences between the amount billed to a customer and the revenue recognized for the completed performance obligation. The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands) at December 31, 2019 and December 31, 2018: December 31, December 31, 2019 2018 Contract assets Trade receivables, net $ 26,755 $ 21,437 Current portion of long-term receivables 7,561 6,538 Long-term receivables 32,529 40,574 Total contract assets $ 66,845 $ 68,549 Contract liabilities Deferred revenue, current $ 4,810 $ 3,890 Deferred revenue, non-current 11,232 10,690 Total contract liabilities $ 16,042 $ 14,580 Significant changes in the contract asset and the contract liability balances during the period are as follows (in thousands): Year ended December 31, 2019 Contract assets Contract liabilities Revenue recognized that was included in the contract liability balance at the beginning of respective period $ — $ 5,139 Deferred revenue acquired during the period $ — $ (491) The Company had no contract asset impairment charges related to contract assets during the years ended December 31, 2019 and 2018. Transaction Price Allocated to the Remaining Performance Obligation The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands). The estimated revenue does not include amounts of variable consideration, including revenues based on changes to consumer price indices that are constrained. In addition, the estimated revenue is based on current contracts with customers and does not take into consideration contract terms not legally enforceable with the customer. 2020 $ 59,694 2021 $ 50,670 2022 $ 50,670 2023 $ 50,670 2024 $ 50,383 Thereafter $ 282,502 The amounts presented in the table above primarily consist of bulk water sales and service, service concession arrangements and construction revenues for certain product sales contracts. The amounts presented in the table above do not include the rental of equipment accounted for as operating leases as these are included within the disclosure in Note 6—Leases. The transaction price for bulk water sales and service and service concession arrangements are based on contractual minimum monthly charges and the expected amount of variable consideration related to the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied and the contractual rates. The remaining performance obligations to be performed generally include the delivery of bulk water or performance of O&M services with revenues being recognized as the remaining performance obligations are delivered to the customer. The transaction price for the construction revenues are based on the contractual price with the customer. The remaining performance obligations to be performed generally include the completed construction of the infrastructure. |
Property Plant and Equipment an
Property Plant and Equipment and Construction in Progress | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment and Construction in Progress | |
Property, Plant and Equipment and Construction in Progress | 5. Property, Plant and Equipment and Construction in Progress Property, plant and equipment and construction in progress consisted of the following (in thousands): December 31, 2019 2018 Land $ 3,155 $ 3,155 Buildings and improvements 1,653 2,024 Plants and related equipment 113,796 125,994 Rental equipment 121,145 94,474 Office furniture, fixtures, and equipment 7,664 6,642 Vehicles 7,175 4,914 Leasehold improvements 2,838 1,741 257,426 238,944 Less: accumulated depreciation (90,253) (88,880) Property, plant and equipment, net $ 167,173 $ 150,064 Construction in progress $ 17,786 $ 15,427 During the years ended December 31, 2019, 2018 and 2017, the Company capitalized interest expense of $0.3 million, $0.1 million and $0.1 million, respectively. Total depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $26.2 million, $18.4 million and $16.5 million, respectively, of which $25.4 million, $15.8 million and $14.4 million, respectively, was recorded in cost of revenues in the consolidated statements of operations. Included in rental equipment are assets on lease and held for lease. As of December 31, 2019 and 2018, assets on lease were $83.7 million and $69.3 million, respectively, net of accumulated depreciation of $30.7 million and $21.9 million, respectively. As of December 31, 2019 and 2018, assets on hold for lease were $3.6 million and $1.8 million respectively, net of accumulated depreciation of $3.1 million and $1.5 million, respectively. On December 31, 2019, our water supply agreement in Curaçao expired and our customer exercised its right to purchase the desalination facilities pursuant to the terms of the water supply agreement for $3.5 million. At the time of sale, the net book value of the property, plant and equipment sold was approximately $1.0 million and existing asset retirement obligations were approximately $0.7 million. Upon receipt of the cash payment of $3.5 million from the customer, the Company wrote off the related property, plant and equipment, released the related asset retirement obligations and recorded a resulting net gain on sale of property, plant and equipment of approximately $3.2 million, which is reflected within SG&A in the consolidated statements of operations during the year ended December 31, 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | 6. Leases Lessee accounting The Company leases space and operating assets, including offices, office equipment, warehouses, storage yards and storage units under non-cancelable operating leases expiring at various dates with some containing escalation in rent clauses, rent concessions and/or renewal options. Minimum lease payments under operating leases are recognized on a straight-line basis over the term of the lease, including any periods of free rent. The components of lease cost were as follows (in thousands): Year Ended December 31, 2019 Lease Cost Operating lease cost $ 2,824 Short-term lease cost 512 Variable lease cost 12 Total lease cost $ 3,348 The weighted-average remaining lease term and weighted-average discount rate for operating leases as of December 31, 2019 is 6.7 years and 10.0%, respectively. Cash paid for operating leases that are included in the measurement of lease liabilities for the year ended December 31, 2019 was $2.4 million. As of December 31, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2020 $ 2,615 2021 2,630 2022 2,486 2023 2,066 2024 1,730 Thereafter 4,575 Total future minimum lease payments 16,102 Less imputed lease interest (4,758) Total lease liabilities $ 11,344 As of December 31, 2018, future minimum lease payments under non-cancelable operating leases are summarized as follows (in thousands): 2019 $ 2,097 2020 905 2021 990 2022 856 2023 773 Thereafter 5,117 Total future minimum lease payments $ 10,738 Lessor accounting The components of lease income were as follows (in thousands): Year Ended December 31, 2019 Lease income: sales-type leases Profit at lease commencement $ — Interest income on lease receivables 183 Total lease income: sales-type leases 183 Lease income: operating leases 94,282 Total lease income $ 94,465 Future minimum rental revenues to be generated from the leased assets under non-cancelable operating leases are summarized as follows (in thousands): 2020 $ 63,658 2021 $ 37,959 2022 $ 24,663 2023 $ 16,457 2024 $ 6,422 Thereafter $ 1,802 Included in long-term receivables, current and long-term receivables in the consolidated balance sheets are sales-type lease receivables for the Company’s sales-type leases. As of December 31, 2019, the maturities of the Company’s sales-type lease receivables are as follows (in thousands): 2020 $ 764 2021 602 2022 473 2023 413 2024 — Thereafter — Total future minimum lease payments 2,252 Less imputed lease interest (286) Total sales-type lease receivables $ 1,966 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income taxes | 7. Income Taxes For income tax purposes, the domestic and foreign components of income (loss) before income tax were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Loss from domestic operations $ (2,065) $ (19,478) $ (21,120) (Loss) income from foreign operations (15,803) (2,561) (333) $ (17,868) $ (22,039) $ (21,453) The provision for income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: State $ 126 $ 10 $ — Foreign 3,043 1,966 1,953 Deferred: Federal (91) 23 143 State (55) 4 51 Foreign (816) (3,314) 1,294 $ 2,207 $ (1,311) $ 3,441 As of December 31, 2019 and 2018, income tax payable was $5.2 million and $4.3 million, respectively, and was recorded in accrued liabilities in the consolidated balance sheets. The provision for income taxes shown above varied from the “expected” U.S. statutory federal income tax rate for those periods as follows: Year Ended December 31, 2019 2018 2017 Federal income tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal tax effect (2.0) 7.5 1.2 Foreign income tax rate differences (25.0) (7.3) (15.0) Change in statutory tax rate — 0.5 (36.8) Valuation allowance offsetting statutory tax rate change — (0.5) 37.5 Change in valuation allowance (8.3) (11.9) (42.0) Disallowed interest income (expense) 4.3 4.8 11.3 Withholding taxes (7.1) (5.0) (3.9) Share-based compensation 0.4 (2.1) (2.8) Economic development program (0.4) 0.4 (0.5) Deferred revenue 3.9 — — Disallowed expenses (0.2) (1.8) — Uncertain tax positions 0.7 0.6 0.6 Other items, net 0.3 (0.3) (0.6) Effective tax rate (12.4) % 5.9 % (16.0) % Deferred income tax assets and liabilities are composed of the following (in thousands): December 31, 2019 2018 Deferred tax assets: U.S. federal and state net operating loss carryforwards $ 33,442 $ 31,877 Foreign net operating loss carryforwards 9,394 12,009 Property, plant and equipment, net 1,749 901 Share-based compensation 4,216 4,149 Intercompany payables 9,119 5,853 Deferred revenue 1,736 4,299 Lease liability 2,592 — Other 2,207 1,433 Gross deferred tax assets 64,455 60,521 Less: valuation allowance (28,472) (25,100) Total net deferred tax assets 35,983 35,421 Deferred tax liability: Property, plant and equipment, net (25,245) (22,054) Intangible assets, net (19,594) (25,891) Lease asset (2,436) — Other (1,167) (1,750) Total deferred tax liabilities (48,442) (49,695) Net deferred tax liability $ (12,459) $ (14,274) As of December 31, 2019, the Company estimated $129.1 million, $126.9 million and $39.1 million of federal, state and foreign net operating loss carryforwards, respectively. As of December 31, 2018, the Company estimated $123.6 million, $88.0 million and $45.2 million of federal, state and foreign net operating loss carryforwards, respectively. The federal loss carryforwards will begin to expire in 2028. Federal loss carryforwards generated in 2019 and 2018 of $1.3 million and $27.9 million, respectively, do not expire. Certain of the state loss carryforwards began expiring at various times in 2019. The foreign loss carryforwards of $7.1 million, in the aggregate, for Trinidad, Chile, Peru and the United Kingdom do not expire. The remaining foreign loss carryforwards will begin to expire in 2021. Utilization of net operating loss carryforwards may be subject to annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss carryforwards before their utilization. The events that may cause ownership change include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three‑year period. Also, net operating loss and credit carryforwards of one subsidiary are not currently available to offset income generated by another subsidiary, which will affect the future benefit from and utilization of these carryforwards. As of December 31, 2019 and 2018, the Company had approximately $264.6 million and $245.5 million of undistributed earnings, respectively. These earnings are either (i) not available for distribution due to outstanding payables, which will be paid down first, (ii) indefinitely reinvested to grow the business in the current jurisdiction or (iii) if distributed, will not incur taxes as the earnings are in non-taxing jurisdictions. If in the future this income is repatriated or if the Company determines that the earnings will be remitted in the foreseeable future, additional tax provisions may be required. Management believes the amount of unrecognized deferred income tax liabilities on the undistributed earnings is immaterial. On December 22, 2017, the United States enacted tax reform legislation known as the H.R. 1, commonly referred to as the “Tax Cuts and Jobs Act” (“TCJ Act”), resulting in significant modifications to existing law. Among other changes, the TCJ Act permanently lowers the corporate federal income tax rate to 21% from the existing maximum rate of 35% effective for tax years beginning after December 31, 2017. As a result of the reduction of the corporate federal income tax rate, we revalued our net deferred tax assets and recorded an income tax expense of approximately $7.9 million in the affected jurisdictions as of December 31, 2017. In addition, we recorded an $8.0 million income tax benefit for a corresponding reduction in the valuation allowance on the net deferred tax assets that were subject to the revaluation. For the year ended December 31, 2017, the Company recorded an estimated income tax benefit of approximately $0.1 million related to the TCJ Act. The other provisions of the TCJ Act did not have a material impact on the consolidated financial statements. During the year ended December 31, 2018, the company completed its accounting for the effects of the TCJ Act resulting in an immaterial impact to the initial adjustment recorded in 2017. GAAP requires a valuation allowance to reduce the deferred income tax assets recorded if, based on the weight of the evidence, it is more likely than not, that some portion or all of the deferred income tax assets will not be realized. After consideration of all the evidence, the Company has determined that a valuation allowance of approximately $28.5 million and $25.1 million is necessary at December 31, 2019 and 2018, respectively. The Company recognized a net increase in the valuation allowance of $3.4 million during the year ended December 31, 2019. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal assessments by tax authorities for years before 2015 and state and local and non-U.S. income tax examinations by tax authorities before 2013. To the extent net operating loss carryforwards are utilized, the tax years in which those net operating loss carryforwards were generated may be subject to adjustment by tax authorities during the examination of a tax return in which those net operating loss carryforwards are utilized. Uncertain Income Tax Positions GAAP requires the evaluation of tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions are “more likely than not” to be sustained by the Company upon challenge by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold and that would result in a tax benefit or expense to the Company would be recorded as a tax benefit or expense in the current period. As of December 31, 2019 and 2018, the Company had unrecognized tax benefits of $0.7 million and $4.6 million, respectively. Of these amounts, $0.1 million and $3.9 of the Company’s unrecognized tax benefits at December 31, 2019 and 2018, respectively, have been recorded as a reduction to the related deferred tax asset for the net operating loss in accordance with the FASB issued authoritative guidance relating to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for all periods. The remaining $0.6 million and $0.7 million of the Company’s unrecognized tax benefits at December 31, 2019 and 2018, respectively, are fully indemnified pursuant to purchase agreements for business combinations and, if realized, would impact the effective tax rate. In addition, the amount of accumulated penalties and interest related to the unrecognized tax benefit was $0.2 million and $0.3 million, respectively, as of December 31, 2019 and 2018. As of December 31, 2019 and 2018, the Company recorded, in the aggregate, an accrued liability of $0.9 million and $1.0 million, respectively, and a corresponding indemnification receivable of $0.9 million and $1.0 million, respectively, related to the uncertain tax benefits and contractual indemnifications. For the years ended December 31, 2019, 2018 and 2017, the Company recognized income tax expense on interest and penalties of $0.1 million, $0.1 million and $0.2 respectively, due to the accrual of current year interest on existing uncertain tax positions offset by the lapse of the statute of limitations for certain tax contingencies. The total amount of unrecognized tax benefits is expected to decrease by approximately $0.2 million within 12 months of the reporting date. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2019 and 2018 is as follows (in thousands): December 31, 2019 2018 Unrecognized tax benefits at beginning of period $ 4,595 $ 128 Decrease related to a prior year position (3,806) — Additions related to acquisitions 4 4,512 Lapse of statute of limitations (96) (45) Unrecognized tax benefits at the end of period $ 697 $ 4,595 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets Goodwill The following table contains a disclosure of changes in the carrying amount of goodwill in total and for each reportable segment for the years ended December 31, 2019 and 2018 (in thousands): Seven Seas Water Quench Total Balance as of December 31, 2017 $ 2,217 $ 97,278 $ 99,495 Acquisition of Wa-2 — 2,239 2,239 Acquisition of Alpine — 6,034 6,034 Acquisition of Bluline — 645 645 Acquisition of AUC 62,878 — 62,878 Sale of Atlas High Purity Solutions — (520) (520) Acquisition of PHSI — 20,374 20,374 Foreign currency translation — (146) (146) Balance as of December 31, 2018 65,095 125,904 190,999 Acquisition of Alpine - adjustments — (28) (28) Acquisition of AUC - adjustments 1,569 — 1,569 Acquisition of PHSI - adjustments — 6,099 6,099 Acquisition of Jonli — 150 150 Foreign currency translation — 100 100 Balance as of December 31, 2019 $ 66,664 $ 132,225 $ 198,889 During 2019, the Company updated its preliminary allocations of the purchase price to the assets acquired and liabilities assumed for the Alpine, AUC and PHSI acquisitions. See Note 3— ‘Business Combinations” for further information on the impact that these adjustments had on the consolidated financial statements. The Company performed its annual impairment assessment of the carrying value of goodwill during the fourth quarters of 2019 and 2018 for each of its reporting units. For the years ended December 31, 2019 and 2018, the Company assessed the qualitative factors and determined it was more likely than not that the fair value exceeded carrying values for each reporting unit. As such, a quantitative assessment was not performed for any of the reporting units during 2019 or 2018. There were no goodwill impairment charges recorded for the years ended December 31, 2019, 2018 and 2017. There have been no goodwill impairment charges recognized for the reporting units within the Seven Seas Water segment and, as such, the carrying value of goodwill at December 31, 2019 and 2018 represents the gross amount of goodwill attributable to the reporting units contained within. A reconciliation of the gross amount of goodwill and the carrying value of goodwill attributable to the Quench reporting unit for the years ended December 31, 2019 and 2018 are as follows (in thousands): December 31, 2019 2018 Gross amount $ 159,578 $ 153,257 Accumulated impairment losses (27,353) (27,353) Carrying value $ 132,225 $ 125,904 Other Intangible Assets The gross and net carrying values of other intangible assets by major intangible asset class, are as follows (in thousands): December 31, 2019 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 193,607 $ (51,515) $ 142,092 Off-market contract intangibles 39,800 (11,693) 28,107 Trade names 11,816 (1,928) 9,888 Non-compete agreements 7,960 (1,965) 5,995 Other 1,110 (1,058) 52 Indefinite-lived intangible assets Trade names 275 — 275 Total $ 254,568 $ (68,159) $ 186,409 December 31, 2018 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 188,850 $ (34,552) $ 154,298 Off-market contract intangibles 39,800 (9,116) 30,684 Trade names 13,505 (1,202) 12,303 Non-compete agreements 8,202 (578) 7,624 Other 408 (149) 259 Indefinite-lived intangible assets Trade names 275 — 275 Total $ 251,040 $ (45,597) $ 205,443 Amortization expense for these intangible assets for the years ended December 31, 2019, 2018 and 2017 was $22.6 million, $13.4 million and $8.3 million, respectively, of which $2.6 million, $2.6 million and $2.6 million respectively, was recorded as contra-revenue within the consolidated statements of operations and comprehensive income. Amortization expense for these intangible assets for 2020, 2021, 2022, 2023 and 2024 is expected to be $23.2 million, $21.6 million, $20.2 million, $19.3 million and $17.1 million, respectively. There was no impairment expense related to other intangible assets recorded during the years ended December 31, 2019, 2018 and 2017. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2019 2018 Employee-related liabilities $ 6,043 $ 7,872 Income taxes 5,184 4,337 Professional fees 7,652 3,430 Acquisition-related liabilities 3,070 2,707 Other accrued expenses 7,954 6,770 Accrued liabilities $ 29,903 $ 25,116 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Long-Term Debt | 10. Long‑Term Debt As of December 31, 2019 and 2018, long‑term debt included the following (in thousands): December 31, December 31, 2019 2018 Corporate Credit Agreement $ 300,000 $ 300,000 BVI Loan Agreement 14,838 20,468 Vehicle financing 3,336 1,842 Total face value of long-term debt $ 318,174 $ 322,310 Face value of long-term debt, current $ 7,520 $ 6,536 Less: Current portion of unamortized debt discounts and deferred financing fees (29) (42) Current portion of long-term debt, net of debt discounts and deferred financing fees $ 7,491 $ 6,494 Face value of long-term debt, non-current $ 310,654 $ 315,774 Less: Non-current portion of unamortized debt discounts and deferred financing fees (1,550) (2,559) Long-term debt, net of debt discounts and deferred financing fees $ 309,104 $ 313,215 Corporate Credit Agreement On November 17, 2017, the Corporate Credit Agreement was amended to convert the interest rate applicable to 50% of the then-outstanding principal balance, or $75.0 million, from a variable interest rate of LIBOR plus 6.0% with a LIBOR floor of 1.0% to a fixed rate of 8.2%. The remaining 50% of the then-outstanding principal balance, of $75.0 million, continued to bear interest at LIBOR plus 6.0% with a LIBOR floor of 1.0%. All other material terms of the original credit agreement remained substantially unchanged. On August 28, 2018, the Corporate Credit Agreement was amended to modify certain agreement definitions and non-financial covenants. All other material terms of the original credit agreement remained substantially unchanged. On November 1, 2018, the Corporate Credit Agreement was amended to: (i) add AquaVenture Holdings Inc., a wholly-owned subsidiary of the Company, as a borrower under the Amended Corporate Credit Agreement, (ii) increase net borrowings by $110.0 million to an aggregate principal amount of $260.0 million, (iii) reduce the interest rate for the original $150.0 million borrowings by 50 basis points on both the variable and fixed interest portions and (iv) amend certain financial covenant requirements. Of the incremental net borrowing of $110.0 million, $70.0 million bears interest at a variable rate of LIBOR plus 5.5% with a LIBOR floor of 1.0%, and the remaining $40.0 million bears interest at a fixed rate of 8.7%. In the aggregate, including the aforementioned interest rate reduction, $145.0 million of borrowings bear interest at a variable rate of LIBOR plus 5.5% with a LIBOR floor of 1.0% and the remaining $115.0 million of borrowings bear interest at a weighted average fixed rate of 8.0%. A declining prepayment fee on the incremental borrowing was due upon repayment if it occurred prior to November 1, 2019. All other material terms of the Corporate Credit Agreement remained substantially unchanged. On December 20, 2018, the Corporate Credit Agreement was amended to increase its borrowings by $40 million to an aggregate principal amount of $300 million. The incremental borrowings bear interest at a variable rate of LIBOR plus 5.5% with a LIBOR floor of 1.0%. A prepayment fee on the incremental borrowing, which declines over time, was due upon repayment if it occurred prior to December 20, 2019. These additional borrowings are non-amortizing and mature in August 2021. All other terms of the Corporate Credit Agreement remained substantially unchanged. On December 10, 2019, the Corporate Credit Agreement was amended to modify certain covenants. All other material terms of the original credit agreement remained substantially unchanged. As of December 31, 2019, the weighted‑average interest rate was 7.7%. The Corporate Credit Agreement is guaranteed by AquaVenture Holdings Limited along with certain subsidiaries and contains financial and nonfinancial covenants. The financial covenants include minimum interest coverage ratio and maximum leverage ratio requirements, as defined in the Corporate Credit Agreement, and are calculated using consolidated financial information of AquaVenture Holdings Limited excluding the results of AquaVenture (BVI) Holdings Limited and its subsidiary Seven Seas Water (BVI) Limited. In addition, the Corporate Credit Agreement contains customary negative covenants limiting, among other things, indebtedness, investments, liens, dispositions of assets, restricted payments (including dividends), transactions with affiliates, prepayments of indebtedness, capital expenditures, changes in nature of business and amendments to documents. As of December 31, 2019, the Company was in compliance with, or received waivers for breaches of, all such covenants. The Company may prepay in whole or in part, the outstanding principal and accrued unpaid interest under the Corporate Credit Agreement. We did not make repayment on the original $150.0 million borrowing prior to August 4, 2018, and thus did not incur any prepayment fee. The Corporate Credit Agreement is collateralized by certain of the assets of the Borrowers and stated guarantors. In connection with the refinancing of certain debt agreements in exchange for the Corporate Credit Agreement, the Company recorded a loss on debt extinguishment of $1.4 million during the year ended December 31, 2017 related to prepayment fees, breakage costs and accelerated amortization of debt financing fees, which was recorded in other expense within the consolidated statements of operations and comprehensive income. BVI Loan Agreement In connection with the acquisition of the capital stock of AquaVenture (BVI) Holdings Limited (“BVI Acquiree”), in June 2015, the Company assumed the $43.0 million credit facility of its subsidiary, Seven Seas Water (BVI) Ltd., arranged by a bank (the “BVI Loan Agreement”). The BVI Loan Agreement closed on November 14, 2013 and was arranged to finance the construction of a desalination facility at Paraquita Bay in Tortola, BVI and other contractual obligations. The BVI Loan Agreement is project financing with recourse only to the stock, assets and cash flow of Seven Seas Water (BVI) Ltd. and is not guaranteed by the Company or any of its other subsidiaries. The BVI Loan Agreement is guaranteed by United Kingdom Export Finance. As of the acquisition date of June 11, 2015, $40.8 million remained outstanding. In addition, approximately $820 thousand remained available for draw through October 2016. The BVI Loan Agreement was amended on May 7, 2014 and June 11, 2015 to reflect extensions in milestone dates and the acquisition of Seven Seas Water (BVI) Ltd. The BVI Loan Agreement is collateralized by all shares and underlying assets of Seven Seas Water (BVI) Ltd. Prior to the amendment on August 4, 2017, the BVI Loan Agreement provided for interest on the outstanding borrowings at LIBOR plus 3.5% per annum and interest was paid quarterly. The loan principal is repayable quarterly beginning in March 31, 2015 in 26 quarterly installments that escalate over the term of the loan. On August 4, 2017, Seven Seas Water (BVI) Ltd. amended the BVI Loan Agreement to extend the amortization on principal to May 2022 and reduce the spread applied to the LIBOR base rate used in the calculation of interest by 50 basis points to LIBOR plus 3.0% per annum. The United Kingdom Export Finance also extended its participation in the project to match the extended term of the amended BVI Loan Agreement. All other material terms of the original loan agreement remained unchanged. As of December 31, 2019, the weighted-average interest rate was 5.1%. Seven Seas Water (BVI) Ltd. may prepay the principal amounts of the loans at par prior to the maturity date, in whole or in part. The BVI Loan Agreement includes both financial and nonfinancial covenants, limits the amount of additional indebtedness that Seven Seas Water (BVI) Ltd. can incur and places annual limits on capital expenditures for this subsidiary. The BVI Loan Agreement also places restrictions on distributions made by Seven Seas Water (BVI) Ltd. which is only permitted to make distributions to shareholders and affiliates of AquaVenture Holdings Limited if specified debt service coverage and loan life coverage ratios are met and it is in compliance with all loan covenants. The BVI Loan Agreement contains a number of negative covenants restricting, among other things, indebtedness, investments, liens, dispositions of assets, restricted payments (including dividends), mergers and acquisitions, accounting changes, transactions with affiliates, prepayments of indebtedness, capital expenditures, and changes in nature of business and joint ventures. In addition, Seven Seas Water (BVI) Ltd is subject to quarterly financial covenant compliance, including minimum debt service and loan life coverage ratios, and must maintain minimum debt service reserve and maintenance reserve funds with the bank in addition to other minimum balance requirements as set forth in the agreement. As of December 31, 2019, Seven Seas Water (BVI) Ltd. was in compliance with, or received waivers for breaches of, all such covenants. Other Debt The Company primarily finances its vehicles under three‑year terms with interest rates per annum ranging from 3.0% to 4.5%. Maturities of Long‑Term Debt Maturities of long‑term debt were as follows as of December 31, 2019 (in thousands): Amount Due 2020 $ 7,520 2021 307,303 2022 3,351 2023 — 2024 and thereafter — Total face value of long-term debt $ 318,174 Restricted Net Assets The Corporate Credit Agreement contains no restrictions on the transfer of net assets in the form of loans, advances or cash dividends to the ultimate parent company. In accordance with the negative covenants as defined within the BVI Loan Agreement, Seven Seas Water (BVI) Ltd. is restricted from declaring dividends unless certain criteria, including financial ratios and operational commitments, under the BVI Loan Agreement have been met. Seven Seas Water (BVI) Ltd. met all the requirements as of December 31, 2019 and 2018 and thus, there were no net asset restrictions for 2019 or 2018. As of December 31, 2019 and 2018, there were no restricted net assets of the Company. Deferred Financing Fees The Company incurred debt financing fees in relation to long‑term debt arrangements. These fees are amortized over the term of the related debt using the effective interest method. At December 31, 2019, 2018 and 2017, deferred financing fees, net of amortization, were $1.6 million, $2.6 million and $3.3 million, respectively, and were recorded in long‑term debt in the consolidated balance sheets. Amortization expense related to debt financing fees for the years ended December 31, 2019, 2018 and 2017 was $1.0 million, $1.0 million, $1.0 million respectively, and was included in interest expense in the consolidated statements of operations and comprehensive income. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 11. Fair Value Measurements At December 31, 2019 and 2018, the Company had the following assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets: · U.S. Treasury securities are measured on a recurring basis and are recorded at fair value based on quoted market value in an active market, which is considered a Level 1 input. · Money market funds are measured on a recurring basis and are recorded at fair value based on each fund’s quoted market value per share in an active market, which is considered a Level 1 input. · Acquisition contingent consideration is measured on a recurring basis and is recorded at fair value based on a probability‑weighted discounted cash flow model which utilizes unobservable inputs such as the forecasted achievement of performance targets throughout the earn‑out period, which is considered a Level 3 input. There were no transfers into or out of Level 1, 2 or 3 assets during the years ended December 31, 2019 and 2018. Transfers between levels are deemed to have occurred if the lowest level of input were to change. The Company’s fair value measurements as of December 31, 2019 and 2018 were as follows (in thousands): Quoted Prices in Significant Active Markets Other Significant Asset/ for Identical Observable Unobservable Assets/Liabilities Measured at Fair Value (Liability) Assets (Level 1) Inputs (Level 2) Inputs (Level 3) As of December 31, 2019 Recurring basis: Money market funds $ 842 $ 842 $ — $ — U.S. Treasury securities $ 68,767 $ 68,767 $ — $ — Acquisition contingent consideration $ (3,370) $ — $ — $ (3,370) As of December 31, 2018 Recurring basis: Money market funds $ 42,135 $ 42,135 $ — $ — Acquisition contingent consideration $ (3,109) $ — $ — $ (3,109) See Note 15— “Commitments and Contingencies” for changes in the estimated fair value and additional information on the acquisition contingent consideration. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation | |
Share-Based Compensation | 12. Share‑based Compensation AquaVenture Equity Awards On September 22, 2016, the Company approved and adopted the AquaVenture Holdings Limited 2016 Share Option and Incentive Plan (“2016 Plan”), which allows for the issuance of incentive share options, non-qualified share options, share appreciation rights, restricted share units, restricted share awards, unrestricted share awards, cash-based awards, performance share awards and dividend equivalent rights to officers, employees, managers, directors and other key persons, including consultants to the Company. The aggregate number of ordinary shares initially authorized for issuance, subject to adjustment upon a change in capitalization, under the 2016 Plan was 5.0 million shares. The shares authorized for issuance increase annually by 4% of the number of ordinary shares issued and outstanding on the immediately preceding December 31. As of December 31, 2019, the number of ordinary shares authorized for issuance under the 2016 Plan was 8.2 million shares. On October 4, 2016, the outstanding equity awards of the AquaVenture Holdings LLC Amended and Restated Equity Incentive Plans were converted to equity awards of AquaVenture Holdings Limited, with the underlying security being ordinary shares of the AquaVenture Holdings Limited. In addition, the Quench USA Holdings LLC 2014 Equity Incentive Plan and Quench USA, Inc. 2008 Stock Plan (“Quench Equity Plans”) were assumed by AquaVenture Holdings Limited on October 4, 2016. All outstanding awards of the Quench Equity Plans were also converted to equity awards of AquaVenture Holdings Limited, with the underlying security being ordinary shares of the AquaVenture Holdings Limited. The authority to grant additional equity awards under the AquaVenture Holdings LLC Amended and Restated Equity Incentive Plan, Quench USA Holdings LLC 2014 Equity Incentive Plan and Quench USA, Inc. 2008 Stock Plan ceased effective October 5, 2016 at the time of the initial public offering. As a result, no additional equity award grants may be made under these plans. Options to Purchase Ordinary Shares Options to purchase ordinary shares granted by the Company contains time-based vesting terms ranging from two to four years. The exercise price of the option to purchase ordinary shares will be equal to the closing share price of Company’s ordinary shares on the date of grant. The contractual term of options to purchase ordinary shares awarded is ten years. Upon the termination of the recipient’s business relationship, unvested options to purchase ordinary shares are forfeited while vested options to purchase ordinary shares will remain eligible for exercise for a period of 90 days from the recipient’s termination date. Generally, after 90 days from the recipient’s termination date, the vested options to purchase ordinary shares expire. The Company uses the Black‑Scholes option pricing model to determine the fair value of the options to purchase ordinary shares under the plan. There were no options to purchase ordinary shares granted during the years ended December 31, 2019 and December 31, 2018. The following weighted average assumptions were used to determine such fair values of the option awards granted during the year ended December 31, 2017: 2017 Options to Purchase Ordinary Shares Expected term (years) 6.3 Expected volatility 31.2 % Risk-free rate 2.1 % Expected dividends — % The simplified method was used to determine the expected term assumptions as the Company does not have sufficient history to make more refined estimates of the expected term. The risk‑free rate assumption was based on U.S. Treasury yields with similar terms. Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. The expected dividend yield is 0% because the Company does not have a history of paying dividends or future plans of doing so. The following table presents the activity of options to purchase ordinary shares for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per share amounts): Options to Purchase Ordinary Shares Weighted Average Weighted Exercise Average Number of Price Grant Date Options Per Share Fair Value Outstanding as of December 31, 2016 3,741 $ 18.31 Granted 78 $ 16.07 $ 5.62 Exercised (8) $ 9.05 Forfeited (99) $ 18.52 Expired (27) $ 23.53 Outstanding as of December 31, 2017 3,685 $ 18.24 Granted — $ — $ — Exercised (30) $ 14.60 Forfeited (32) $ 17.43 Expired (36) $ 19.92 Outstanding as of December 31, 2018 3,587 $ 18.26 Granted — $ — $ — Exercised (178) $ 17.37 Forfeited (13) $ 18.49 Expired (38) $ 22.26 Outstanding as of December 31, 2019 3,358 $ 18.26 Exercisable as of December 31, 2019 3,229 $ 18.28 As mentioned above, there were no options to purchase ordinary shares granted during the year ended December 31, 2019. The remaining weighted‑average contractual term for options to purchase ordinary shares outstanding as of December 31, 2019 was 6.7 years. The remaining weighted‑average contractual term for options to purchase ordinary shares exercisable as of December 31, 2019 was 6.7 years. The aggregate intrinsic value of options to purchase ordinary shares outstanding as of December 31, 2019 was $30.1 million. The aggregate intrinsic value of options to purchase ordinary shares exercisable as of December 31, 2019 was $28.9 million. As of December 31, 2019, total unrecognized compensation expense related to the options to purchase ordinary shares was $0.6 million, which will be recognized over a weighted‑average remaining period of 0.6 years. Restricted Awards Restricted awards include restricted share units and restricted share awards. Restricted share units are settled in ordinary shares upon the satisfaction of stated restrictions and conditions at the time of grant while restricted share awards are considered issued and outstanding ordinary shares, subject to trading restrictions until satisfaction of stated restrictions and conditions, at the time of grant and shall have the same rights as a shareholder of the Company, including voting and dividend rights. Restricted awards granted by the Company contain time-based vesting terms ranging from one to four years and have no contractual term. Generally, unvested restricted awards will be forfeited on the termination of the recipient’s business relationship. The following table presents the activity of restricted awards for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per share amounts): Restricted Share Units Weighted Average Number Grant Date of Shares Fair Value Unvested as of December 31, 2016 202 $ 19.80 Granted 57 $ 17.33 Vested (101) $ 19.62 Forfeited (8) $ 19.97 Unvested as of December 31, 2017 150 $ 18.97 Granted 430 $ 15.30 Vested (145) $ 19.01 Forfeited (11) $ 15.23 Unvested as of December 31, 2018 424 $ 15.33 Granted 407 $ 20.76 Vested (182) $ 15.30 Forfeited (24) $ 18.09 Unvested as of December 31, 2019 625 $ 18.77 During the year ended December 31, 2019, the Company granted 0.4 million restricted share units to employees, non-employee consultants and certain members of the Company’s board of directors. Restricted share units granted to employees and non-employee consultants typically have a time-based vesting schedule of four years, primarily with 25% vesting on the first anniversary of the date of grant and the remaining 75% vesting quarterly over the remaining three years. Restricted share units granted to certain members of the Company’s board of directors typically vest in full on the first anniversary of the date of the grant. The fair market value of restricted share units is determined based on the closing share price of the Company’s ordinary shares on the date of grant and is amortized on a straight-line basis over the requisite service period. The aggregate grant date fair value of the awards granted during the year ended December 31, 2019 was $8.5 million. As of December 31, 2019, total unrecognized compensation expense related to the restricted share units was $9.6 million, which will be recognized over a weighted‑average remaining period of 1.5 years. Employee Stock Purchase Plan Under the 2016 Employee Share Purchase Plan (“2016 ESPP”), the Company offers eligible employee participants the right to purchase the Company’s ordinary shares at a price equal to the lesser of 85% of the closing market price on the first or last day of an established offering period. Under the 2016 ESPP, 24 thousand shares were sold to eligible employees during the year ended December 31, 2019. Share-based compensation expense is recognized based on the fair value of the employees’ purchase rights under the 2016 ESPP and is amortized on a straight-line basis over the offering period. The shares authorized for issuance under the 2016 ESPP increase annually on January 1, through 2021, by the lesser of: (i) 1% of the number of shares issued and outstanding on the immediately preceding December 31, (ii) 200,000 shares, or (iii) such number of shares as determined by the administrator of the 2016 ESPP. As of December 31, 2019, the number of ordinary shares authorized for issuance under the 2016 ESPP was 0.9 million shares. Independent Directors’ Deferred Compensation Program Under the Independent Directors' Deferred Compensation Program (the “Deferred Compensation Program”), which was established under the 2016 Plan, eligible members of the Company’s board of directors (“Eligible Directors”) are able to defer all or a portion of the cash compensation or equity awards which they are due in the form of phantom share units. Each phantom share unit is the economic equivalent of one ordinary share of the Company. The number of phantom share units credited to the Eligible Director’s deferred account is equal to 120% of the aggregate deferred cash fees that would otherwise be payable on such date divided by the closing price of the Company’s ordinary shares on the award date. No premium is given to the directors for deferral of their equity awards. Phantom share units shall be settled in ordinary shares upon the earlier of the Eligible Director’s death, disability, separation from the board, sale event, or end of the first full fiscal year after the grant date. The phantom share units issued in lieu of the cash retainers have no vesting period and cannot be forfeited. The phantom share units issued in lieu of the restricted units will have a stated vesting period but will then have a deferred delivery once vested. Share-based compensation expense for the phantom share units issued in lieu of the cash retainers is recognized on the date of grant, while share-based compensation expense for the phantom share units issued in lieu of the restricted units is recognized over the requisite service period, which is typically 12 months. During the year ended December 31, 2019, the Company granted 25 thousand phantom share units to Eligible Directors, including 17 thousand phantom share units subject to a 12 month vesting period and 8 thousand phantom shares that are immediately vested. The aggregate grant date fair value of the awards granted during the year ended December 31, 2019 was $0.5 million. During the year ended December 31, 2019, approximately 9 thousand phantom share units were forfeited pursuant to the terms in the Deferred Compensation Program. During the year ended December 31, 2019, 12 thousand phantom share units were converted to 12 thousand ordinary shares of the Company pursuant to the terms in the Deferred Compensation Program. At December 31, 2019, 52 thousand phantom shares remained outstanding. Share‑Based Compensation Expense Total share‑based compensation expense recognized for all equity awards during the years ended December 31, 2019, 2018 and 2017 was $5.0 million, $11.2 million and $12.1 million, respectively. For the year ended December 31, 2019, $4.8 million and $0.2 million were recorded in SG&A and cost of revenues, respectively, within the consolidated statements of operations and comprehensive income. For the year ended December 31, 2018, $11.0 million and $0.2 were recorded in SG&A and cost of revenues, respectively, within the consolidated statements of operations and comprehensive income. For the year ended December 31, 2017, $11.7 million and $0.4 were recorded in SG&A and cost of revenues, respectively, within the consolidated statements of operations and comprehensive income. There was no related tax benefit for the years ended December 31, 2019, 2018 and 2017. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2019 | |
Loss per Share | |
Loss per Share | 13. Loss per Share Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to ordinary shareholders for the period by the weighted-average number of ordinary shares outstanding during the same period. Basic weighted-average shares outstanding excludes unvested shares of restricted share awards. Diluted earnings (loss) per share is computed by dividing net earnings (loss) attributable to ordinary shareholders for the period by the weighted-average number of ordinary shares outstanding adjusted to give effect to potentially dilutive securities using the treasury stock method, except where the effect of including the effect of such securities would be anti-dilutive. The following table reconciles net loss to net loss applicable to ordinary shareholders for the periods presented (in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 Numerator: Net loss $ (20,075) $ (20,728) $ (24,894) Denominator: Weighted-average ordinary shares outstanding - basic and diluted 29,212 26,583 26,426 Loss per share - basic and diluted $ (0.69) $ (0.78) $ (0.94) Given that the Company had a net loss for the periods presented, the calculation of diluted loss per share is computed using basic weighted average ordinary shares outstanding. For the years ended December 31, 2019, 2018 and 2017, approximately 4.1 million, 4.1 million and 3.9 million weighted-average outstanding share awards, respectively, were excluded from the calculation of diluted earnings per share because their effect was antidilutive. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans | |
Employee Benefit Plans | 14. Employee Benefit Plans On April 1, 2013, the Company began offering a defined contribution 401(k) plan to its Seven Seas Water employees in the United States (“SSW Plan”). During the year ended December 31, 2017, the Company contributed 3% of each employee’s compensation to the SSW Plan. As of January 1, 2018, the SSW Plan was amended and the Company now matches 50% of the first 6% of the employee’s compensation deferred under the plan. On June 6, 2014 in connection with the acquisition of Quench, the Company assumed the Quench USA, Inc. 401(K) Profit Sharing Plan and Trust (“Quench Plan”) which covers substantially all of the employees of Quench. The Company matches 50% of the first 6% of the employee’s compensation deferred in the Quench Plan. The Company’s expense for both the plans for the years ended December 31, 2019, 2018 and 2017 was $1.0 million, $0.8 million and $0.7 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure | |
Commitments and Contingencies | 15. Commitments and Contingencies Asset Retirement Obligations ARO liabilities, which arise from contractual requirements to perform certain asset retirement activities and is generally recorded when the asset is constructed, is based on the Company’s engineering estimates of future costs to dismantle and remove equipment from a customer’s plant site and to restore the site to a specified condition at the conclusion of a contract. As appropriate, the Company revises certain of its liabilities based on changes in the projected costs for future removal and shipping activities. These revisions, along with accretion expense, are included in cost of revenues in the consolidated statements of operations and comprehensive income. During the years ended December 31, 2019, 2018 and 2017, the Company recorded accretion expense of $52 thousand, $50 thousand and $49 thousand, respectively. During the year ended December 31, 2019, the Company performed certain asset retirement activities and settled ARO liabilities of $3 thousand upon the conclusion of certain of its contracts. During the year ended December 31, 2019, the Company released certain ARO liabilities of $0.9 million as it no longer had an obligation under certain contracts due to the amendment of the underlying contract or sale of underlying equipment. The Company recorded a valuation adjustment of $24 thousand during the year ended December 31, 2019, respectively, which was recorded in cost of revenues in the consolidated statements of operations and comprehensive income. No valuation adjustments were recorded during the years ended December 31, 2018 and 2017. At December 31, 2019 and 2018, the current portion of the ARO liabilities was $0 and $0.7 million, respectively, and was recorded in accrued liabilities in the consolidated balance sheets. At December 31, 2019 and 2018, the long‑term portion of the ARO liabilities was $0.3 million and $0.5 million, respectively, and was recorded in other long‑term liabilities in the consolidated balance sheets. As of December 31, 2019, the Company estimated remaining payments (undiscounted) for the ARO liability to be $0.5 million. Acquisition Contingent Consideration Acquisition contingent consideration represents the additional purchase price that was derived in connection with certain acquisitions. A reconciliation of the beginning and ending amounts of the acquisition contingent consideration for the periods presented is as follows (in thousands): Year Ended December 31, 2019 2018 Acquisition contingent consideration at beginning of the period $ 3,109 $ 50 Acquired during the period 2,321 3,198 Payments (2,336) (112) Valuation adjustments 136 (40) Interest accretion 140 13 Acquisition contingent consideration at end of the period $ 3,370 $ 3,109 Acquisition contingent consideration liabilities consist of (i) payments held for potential adjustments or claims as set forth in the purchase agreements which are recorded at fair value based on collectability and a discount factor, (ii) payments contingent on the future collection of certain acquired receivables which are recorded at fair value based on collectability and a discount factor and (iii) payments that are contingent on the future performance of the acquired business and are recorded at fair value based on a Monte Carlo Simulation which utilizes unobservable inputs, including forecasted revenues. The Company recorded interest accretion expense within the consolidated statements of operations and comprehensive income of $140 thousand, $13 thousand and $0, respectively, for the years ended December 31, 2019, 2018 and 2017. The Company recorded a valuation adjustments of $136 thousand for the change in fair value during the year ended December 31, 2019, which was composed of (i) $191 thousand which was recorded in SG&A in the consolidated statements of operations and comprehensive income and (ii) $(55) thousand that was part of final purchase price allocation adjustments. The Company recorded a valuation adjustment of ($40) thousand for the change in fair value during the year ended December 31, 2018, which was recorded in SG&A in the consolidated statements of operations and comprehensive income. There were no valuation adjustments for the year ended December 31, 2017. At December 31, 2019 and 2018, $3.1 million and $2.7 million, respectively, was deemed current and was recorded in accrued liabilities in the consolidated balance sheets. At December 31, 2019 and 2018, $0.3 million and $0.4 million, respectively, was deemed long-term and was recorded in other long-term liabilities in the consolidated balance sheets. Litigation The Company, may, from time to time, be a party to legal proceedings, claims, and administrative matters that arise in the normal course of business. The Company has made accruals with respect to certain of these matters, where appropriate, that are reflected in the consolidated financial statements but are not, individually or in the aggregate, considered material. For other matters for which an accrual has not been made, the Company has not yet determined that a loss is probable or the amount of loss cannot be reasonably estimated. While the ultimate outcome of the matters cannot be determined, the Company currently does not expect that these proceedings and claims, individually or in the aggregate, will have a material effect on its consolidated financial position, results of operations, or cash flows. The outcome of any litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its consolidated financial position, results of operations, or cash flows. The Company maintains liability insurance in such amounts and with such coverage and deductibles as management believes is reasonable. The principal liability risks that the Company insures against are customer lawsuits caused by damage or nonperformance, workers’ compensation, personal injury, bodily injury, property damage, directors’ and officers’ liability, errors and omissions, employment practices liability and fidelity losses. There can be no assurance that the Company’s liability insurance will cover any or all events or that the limits of coverage will be sufficient to fully cover all liabilities. As of December 31, 2019 and 2018, the Company determined there are no matters for which a material loss is reasonably possible or the Company has either determined that the range of loss is not reasonably estimable or that any reasonably estimable range of loss is not material to the consolidated financial statements. Since the announcement of the Merger Agreement on December 23, 2019, three putative class actions have been filed in connection with the proposed Merger. On February 4, 2020, in connection with the merger, a putative class action lawsuit, Post v. AquaVenture Holdings Ltd., et al., 1:20-cv-174, was filed by purported shareholder Joseph Post against our Company and our directors in the United States District Court for the District of Delaware. On February 12, 2020, in connection with the merger, a lawsuit, Hamilton v. AquaVenture Holdings Ltd., et al., 1:19-cv-01227, was filed as an individual action by purported shareholder Peter Hamilton against our Company and our directors in the United States District Court for the Southern District of New York. On February 20, 2020, purported shareholder Christopher Jagt filed an individual lawsuit against the Company and its directors in the United States District Court for the Eastern district of New York, captioned Jagt v. AquaVenture Holdings Ltd., et. al. 1:20-cv-931. These complaints allege that, because the proxy statement concerning the Merger is materially deficient in certain respects, all of the defendants violated Sections 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and that the directors additionally violated Section 20(a) of the Exchange Act. The complaints seek, among other things, (1) injunctive relief preventing consummation of the Merger, (2) rescissory damage or rescission of the Merger if it has already occurred; and (3) costs and fees, including attorney and expert fees, related to the actions. The defendants believe that the respective allegations asserted against them in the lawsuits are without merit and intend to defend against the lawsuits vigorously. Similar cases may also be filed in connection with the merger. These legal proceedings could delay or prevent the Merger from becoming effective. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | 16. Supplemental Cash Flow Information Supplemental cash flow information is as follows for the years ended December 31 (in thousands): Year Ended December 31, 2019 2018 2017 Cash paid during the period: Income taxes, net $ 2,334 $ 1,903 $ 1,373 Interest, net $ 24,514 $ 14,044 $ 7,474 Non-Cash Transaction Information: Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,539 $ — $ — Non-cash capital expenditures $ 4,587 $ 2,890 $ 994 Deferred tax adjustment $ — $ — $ 1,672 Unpaid debt financing costs $ — $ 86 $ 47 Non-cash issuance of ordinary shares in connection with an acquisition $ — $ 2,041 $ — The components of total ending cash for the periods presented in the consolidated statement of cash flows are as follows (in thousands): As of December 31, 2019 2018 2017 Cash and cash equivalents $ 103,307 $ 56,618 $ 118,090 Restricted cash, current — — — Restricted cash, non-current 4,233 4,153 4,269 Cash, cash equivalents and restricted cash $ 107,540 $ 60,771 $ 122,359 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting | |
Segment Reporting | 17. Segment Reporting The Company has two operating and reportable segments, Seven Seas Water and Quench. This determination is supported by, among other factors, the existence of individuals responsible for the operations of each segment and who also report directly to the Company’s chief operating decision maker (“CODM”), the nature of the segment’s operations and information presented to the Company’s CODM. Seven Seas Water provides outsourced desalination solutions and wastewater treatment and water reuse solutions for governmental, municipal (including utility districts), industrial, property developers and hospitality customers in the Caribbean region, the United States and in South America. Quench rents and sells bottleless filtered water coolers and other products that use filtered water as an input, such as ice machines, sparkling water dispensers and coffee brewers, to customers throughout the United States and Canada. In addition to the Seven Seas Water and Quench segments, the Company records certain general and administrative costs that are not allocated to either of the reportable segments within “Corporate and Other” for the CODM and for segment reporting purposes. These costs include, but are not limited to, professional service fees and other expenses to support the activities of the registrant holding company. Corporate and Other does not include any labor allocations from the Seven Seas Water and Quench segments. The Company believes this presentation more accurately portrays the results of the core operations of each of the operating and reportable segments to the CODM. The Corporate and Other administration function is not treated as a segment. As part of the segment reconciliation below, intercompany interest expense and the associated intercompany interest income are included but are eliminated in consolidation. The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 60,460 $ — $ — $ 60,460 Rental 14,788 79,494 — 94,282 Product sales 9,418 35,656 — 45,074 Financing 3,671 — — 3,671 Total revenues 88,337 115,150 — 203,487 Gross profit: Bulk water 32,760 — — 32,760 Rental 9,901 41,888 — 51,789 Product sales 1,410 14,334 — 15,744 Financing 3,671 — — 3,671 Total gross profit 47,742 56,222 — 103,964 Selling, general and administrative expenses 24,974 59,580 11,432 95,986 Income (loss) from operations 22,768 (3,358) (11,432) 7,978 Other expense, net (25,846) Loss before income tax expense (17,868) Income tax expense 2,207 Net loss $ (20,075) Other information: Depreciation and amortization $ 24,044 $ 30,102 $ — $ 54,146 Expenditures for long-lived assets $ 20,995 $ 15,617 $ — $ 36,612 Amortization of deferred financing fees $ 278 $ 203 $ 536 $ 1,017 As of December 31, 2019 Total assets $ 391,719 $ 332,063 $ 73,799 $ 797,581 The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 57,262 $ — $ — $ 57,262 Rental 2,318 61,898 — 64,216 Product sales 2,817 17,288 — 20,105 Financing 4,025 — — 4,025 Total revenues 66,422 79,186 — 145,608 Gross profit: Bulk water 30,746 — — 30,746 Rental 1,731 34,460 — 36,191 Product sales 493 6,047 — 6,540 Financing 4,025 — — 4,025 Total gross profit 36,995 40,507 — 77,502 Selling, general and administrative expenses 30,143 48,670 4,832 83,645 Income (loss) from operations 6,852 (8,163) (4,832) (6,143) Other expense, net (15,896) Loss before income tax benefit (22,039) Income tax benefit (1,311) Net loss $ (20,728) Other information: Depreciation and amortization $ 15,469 $ 19,064 $ — $ 34,533 Expenditures for long-lived assets $ 3,521 $ 16,105 $ — $ 19,626 Amortization of deferred financing fees $ 263 $ 203 $ 497 $ 963 As of December 31, 2018 Total assets $ 385,649 $ 300,195 $ 39,619 $ 725,463 The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2017 (in thousands): Year Ended December 31, 2017 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 53,436 $ — $ — $ 53,436 Rental — 52,997 — 52,997 Product sales — 9,796 — 9,796 Financing 4,534 — — 4,534 Total revenues 57,970 62,793 — 120,763 Gross profit: Bulk water 26,291 — — 26,291 Rental — 29,513 — 29,513 Product sales — 4,017 — 4,017 Financing 4,534 — — 4,534 Total gross profit 30,825 33,530 — 64,355 Selling, general and administrative expenses 28,431 39,400 4,590 72,421 Income (loss) from operations 2,394 (5,870) (4,590) (8,066) Other expense, net (13,387) Loss before income tax (21,453) Income tax expense 3,441 Net loss $ (24,894) Other information: Depreciation and amortization expense $ 14,306 $ 15,342 $ — $ 29,648 Loss on extinguishment of debt $ 820 $ 569 $ — $ 1,389 Expenditures for long-lived assets $ 1,990 $ 12,455 $ — $ 14,445 Amortization of deferred financing fees $ 430 $ 250 $ 198 $ 878 As of December 31, 2017 Total assets $ 254,202 $ 202,456 $ 97,287 $ 553,945 Revenues earned by major geographical region were (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 135,918 $ 81,988 $ 62,552 Foreign: Trinidad & Tobago 14,171 14,294 14,107 US. Virgin Islands 11,991 10,606 9,355 British Virgin Islands 10,209 9,821 9,069 Curaçao 8,147 7,704 7,517 St. Maarten 8,270 7,698 7,396 Peru 6,835 7,599 7,529 Turks and Caicos 2,331 2,455 2,069 Canada 2,859 2,359 253 All other countries 2,756 1,084 916 Total foreign 67,569 63,620 58,211 Total revenues $ 203,487 $ 145,608 $ 120,763 Revenues earned from major customers, which are all included within the Seven Seas Water reportable segment, were (in thousands): Year Ended December 31, 2019 2018 2017 Customer in Trinidad & Tobago $ 14,171 $ 14,294 $ 14,107 Percentage of total revenues See Note 4—“Revenue” for revenues from external customers for each product and service by segment. Long‑lived assets, which include property, plant and equipment, net and construction in process, by major geographic region were (in thousands): December 31, 2019 2018 United States $ 103,818 $ 80,386 Foreign: Trinidad & Tobago 35,501 39,030 US. Virgin Islands 28,054 25,314 British Virgin Islands 6,864 9,038 Anguilla 5,346 3,425 Turks and Caicos 2,989 2,914 All other countries 2,387 5,384 Total foreign 81,141 85,105 $ 184,959 $ 165,491 |
Significant Concentrations, Ris
Significant Concentrations, Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2019 | |
Significant Concentrations, Risks and Uncertainties | |
Significant Concentrations, Risks and Uncertainties | 18. Significant Concentrations, Risks and Uncertainties The Company is exposed to interest rate risk resulting from its variable rate loans outstanding that adjust with movements in LIBOR. For the year ended December 31, 2019, a significant portion of the Company’s revenues were derived from territories and countries in the Caribbean region. Demand for water in the Caribbean region is impacted by, among other things, levels of rainfall, natural disaster or other catastrophic events, the tourism industry and demand from our industrial clients. Destruction caused by tropical storms and hurricanes, high levels of rainfall, downturn in the level of tourism and demand for real estate could all adversely impact the future performance of the Company as well as cause delays in collections from the Company’s customers. At December 31, 2019, a significant portion of the Company’s property, plant and equipment is located in the Caribbean region. The Caribbean islands are situated in a geography where tropical storms and hurricanes occur with regularity, especially during certain times of the year. The Company designs its plant facilities to withstand such conditions; however, a major storm could result in plant damage or periods of reduced consumption or unavailability of electricity or source seawater needed to produce water in one or more of our locations. It is the Company’s policy to maintain adequate levels of property and casualty insurance; however, the Company only insures certain of its plants for wind damage. The operation of desalination plants requires significant amounts of electricity which typically is provided by the local utility of the jurisdiction in which the plant is located. A shortage of electricity supply caused by force majeure or material increases in electricity costs could adversely impact the Company’s operating results. To mitigate the risk of electricity cost increases, the Company has generally contracted with major customers for those cost increases to be borne by the customers and has invested in energy efficient technology. Management believes that rising energy costs and availability of its supply of electricity would not have a material adverse effect on its future performance. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data | |
Quarterly Financial Data | 19. Quarterly Financial Data (Unaudited) The following tables provides quarterly information for the years ended December 31, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended March 31 June 30 September 30 December 31 2019 Total revenues $ 46,562 $ 51,387 $ 52,947 $ 52,591 Gross profit 24,315 26,572 26,473 26,604 Income from operations 1,446 3,703 2,955 (126) Net loss (5,664) (3,475) (3,937) (6,999) Loss per share-basic and diluted (0.21) (0.13) (0.13) (0.22) Three Months Ended March 31 June 30 September 30 December 31 2018 Total revenues $ 32,514 $ 34,445 $ 36,824 $ 41,825 Gross profit 17,025 18,206 19,667 22,604 Loss from operations (2,549) (1,083) (1,159) (1,352) Net loss (6,346) (4,921) (2,732) (6,729) Loss per share-basic and diluted (0.24) (0.19) (0.10) (0.25) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 20. Subsequent Events The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements for the year ended December 31, 2019. The subsequent events included the following: · On January 13, 2020, Quench acquired substantially all of the assets and assumed certain liabilities of Smart Water Solutions, LLC (“Smart Water Solutions”), a POU water filtration company based in Butler, New Jersey, pursuant to an asset purchase agreement. The estimated aggregate purchase price, subject to adjustments, was $1.2 million, which included approximately $1.1 million of cash and $0.1 million payable on the one-year anniversary of the transaction. The assets acquired consist primarily of in-place lease agreements and the related POU systems in the United States. Due primarily to the timing of the acquisition and the complexities involved with determining fair value of assets acquired, the Company has not yet completed the allocation of the net assets acquired. The revenues and related expenses from the acquired in-place lease agreements will be included in the Quench reportable segment from the date of acquisition. The Quench business completed the acquisition of Smart Water Solutions to expand its installed base of POU systems in the United States. · On February 5, 2020, effective February 3, 2020, Quench acquired substantially all of the assets and assumed certain liabilities of Krystal Kleer LLC (“Krystal Kleer”), a POU water filtration company based in Meridian, Connecticut, pursuant to an asset purchase agreement. The estimated aggregate purchase price, subject to adjustments, was $8.9 million, which included approximately $7.1 million of cash, $0.8 million payable on the one-year anniversary of the transaction and $1.0 million of acquisition contingent consideration. The assets acquired consist primarily of in-place lease agreements and the related POU systems in the United States. Due primarily to the timing of the acquisition and the complexities involved with determining fair value of assets acquired, the Company has not yet completed the allocation of the net assets acquired. The revenues and related expenses from the acquired in-place lease agreements will be included in the Quench reportable segment from the date of acquisition. The Quench business completed the acquisition of Krystal Kleer to expand its installed base of POU systems in the United States. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of AquaVenture Holdings Limited and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include: accounting for revenue from contracts with customers and the determination of transaction prices and allocation of revenues to remaining performance obligations; accounting for leases and the determination of operating lease liabilities and right-of-use assets; accounting for goodwill and identifiable intangible assets and any related impairment; property, plant and equipment and any related impairment; contract costs and any related impairment; share‑based compensation; allowance for doubtful accounts; obligations for asset retirement; acquisition contingent consideration; and valuation of deferred income taxes. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies all highly liquid investments with an original initial maturity of three months or less as cash equivalents. Cash and cash equivalents consist of cash on hand with domestic and foreign banks and, at times, may exceed insurance limits of the Federal Deposit Insurance Corporation, or similar insurance in foreign jurisdictions. Cash and cash equivalents can also include certain money market accounts and U.S. Treasury bills. All cash and cash equivalents are stated at cost, which approximates fair value due to the short duration of their maturities. |
Restricted Cash | Restricted Cash As of December 31, 2019 and 2018, the Company had an aggregate of $4.2 million and $4.2 million, respectively, deposited in restricted bank accounts or deemed restricted for one the Company’s borrowings both of which were classified as long‑term in the consolidated balance sheets. The Company is required to maintain deposits in local restricted bank accounts as a debt service reserve fund and a maintenance reserve fund for a credit facility between a bank and Seven Seas Water (BVI) Limited, an indirect wholly-owned subsidiary of the Company (collectively, the “BVI Loan Agreement”). The required balance of the restricted cash will fluctuate over the term of the agreements based on required debt service payments and is based a percentage of loan proceeds as determined by the bank for the BVI Loan Agreement. As of December 31, 2019 and 2018, $3.7 million and $3.7 million, respectively, was deposited into restricted bank accounts as debt service and maintenance reserve funds in accordance with the terms of the Company’s credit agreements and are classified as a noncurrent asset in the consolidated balance sheets. As of December 31, 2019 and 2018, $0.5 million and $0.5, respectively, was deemed restricted as a minimum balance requirement in accordance with the terms of one of the Company’s credit agreements and classified as a noncurrent asset in the consolidated balance sheets. |
Trade Receivables, net | Trade Receivables, net Trade receivables are recorded at invoiced amounts, based principally on meter readings; minimum take‑or‑pay amounts as provided in contractual arrangements; rental agreements; upon the completion of service work performed; or delivery of goods. Trade receivables do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical write‑off experience, delinquency trends, and a specific analysis of significant receivable balances that are past due. Account balances are charged off against the allowance for doubtful accounts after all reasonable collection efforts have been exhausted. As of December 31, 2019 and 2018, the allowance for doubtful accounts was $1.2 million and $1.0 million, respectively. The provision for bad debt expenses for the years ended December 31, 2019, 2018 and 2017 was $1.2 million, $1.0 million and $0.6 million, respectively, and is included in selling, general and administrative expenses (“SG&A”) in the consolidated statements of operations and comprehensive income. Deductions, including write‑offs of uncollectible accounts receivable, to the allowance for doubtful accounts for the years ended December 31, 2019, 2018 and 2017 were $1.0 million, $1.0 million and $0.7 million, respectively. |
Inventory | Inventory Inventory is categorized as finished goods, raw materials, work in process and parts, supplies and miscellaneous equipment. Finished goods represent POU water coolers and purification systems which are sold directly to customers, dealers, and retailers. Finished goods also represent POU systems which are held for future rental as well as coffees, teas and other break room supplies which are used in conjunction with the Company’s coffee brewers. Raw materials relate to the underlying materials used to manufacture certain POU units. Work in process relates to POU units and wastewater treatment and water reuse solution projects that are being constructed by the Company and have not yet been completed. Spare parts, supplies and miscellaneous equipment includes plant and filtration and related equipment, filters and parts, and other ancillary products and supplies and relate to the plant and rental assets recorded within property, plant and equipment. All inventory is valued at the lower of cost or net realizable value on a first‑in, first‑out basis and is periodically reviewed for excess and damage. The Company’s inventory, by category, as of December 31, 2019 and 2018, were as follows (in thousands): December 31, 2019 2018 Finished goods $ 6,093 $ 7,367 Spare parts, supplies and miscellaneous equipment 9,117 7,472 Raw materials 1,650 357 Work in process 525 300 Total $ 17,385 $ 15,496 |
Revenue Recognition | Revenue Recognition Through the Seven Seas Water and Quench operating platforms, the Company generates revenues from the following primary sources: (i) bulk water sales and services; (ii) service concession arrangements; (iii) rental of equipment; and (iv) product sales. The revenue recognition policy for each of the primary sources of revenue are as follows: Bulk Water Sales and Services. Through the Seven Seas Water operating platform, the Company enters into contracts with customers with a single performance obligation to deliver bulk water or a series of performance obligations to perform substantially the same services with the same pattern of transfer, which can include the operations and maintenance (“O&M”) of a customer-owned or leased plant. The Company recognizes revenues from the delivery of bulk water or the performance of bulk water services at the time the water or services are delivered to the customers in accordance with the contractual agreements. Billings to the customer for both bulk water and the bulk water services are typically based on the volume of water supplied to a customer and typically contain a minimum monthly charge provision which allows the Company to invoice the customer for the greater of the water supplied or a minimum monthly charge. The volume of water supplied is based on meter readings performed at or near the end of the month. The transaction price calculated for bulk water sales and service can include, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenue will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. Estimates of revenue for unbilled water are recorded when meter readings occur at a time other than the end of a period. A contract asset or liability may be recognized in instances where there is a difference between the amount billed to a customer and the revenue recognized for the completed O&M performance obligations during the period. Revenues generated from both the delivery of bulk water and performance of services related to bulk water are recorded as bulk water revenue within the consolidated statements of operations and comprehensive income. Certain contracts with customers which require the construction of facilities to provide bulk water to a specific customer include two performance obligations, including an implicit lease for the bulk water facilities and bulk water services, and a non-lease component related to O&M services. The implicit lease performance obligation is generally accounted for as an operating lease as a result of the provisions of the contract. As the bulk water services are deemed to be the more predominant element, the Company considers the arrangement to be a combined bulk water component. The calculated transaction price can include, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenues will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. The revenue recognition pattern for both the lease and non-lease components are the same, with revenues being recognized ratably over the contract period as water is delivered to the customer. Revenues generated from both the lease and non-lease performance obligations are recorded as bulk water revenue within the consolidated statements of operations and comprehensive income. Service Concession Arrangements. Through the Seven Seas Water operating platform, the Company enters into contracts with customers that are determined to be service concession arrangements. Service concession arrangements are agreements entered into with a public sector entity which controls both (i) the ability to modify or approve the services and prices provided by the operating company and (ii) beneficial entitlement to, or residual interest in, the infrastructure at the end of the term of the agreement. Service concession arrangements typically include more than one performance obligation, including the construction of infrastructure for the customer and an obligation to provide O&M services for the infrastructure constructed for the customer. Billings to the customer for service concession arrangements are typically based on the volume of water supplied to a customer and typically contain a minimum monthly charge provision which allows the Company to invoice the customer for the greater of the water supplied or a minimum monthly charge. The volume of water supplied is based on meter readings performed at or near the end of the month. The transaction price calculated for service concession arrangements includes, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenues will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. The transaction price is allocated to the identified performance obligations based on the relative standalone selling prices of the identified performance obligations. The transaction price allocated to the construction of infrastructure performance obligation is recognized as product sales within the consolidated statements of operations and comprehensive income. Product sales are recognized over time, using the input method based on cost incurred, which typically begins at commencement of the construction with revenue being fully recognized upon the completion of the infrastructure as control of the infrastructure is, or is deemed to be, transferred to the customer. In addition, service concession contracts typically include a difference in timing of when control is, or is deemed to be, transferred and the collection of cash receipts, which are collected over the term of the entire arrangement. The timing difference could result in a significant financing component for the construction performance obligations if determined to be a material component of the transaction price. If a significant financing component is identified, the future cash flows included in the transaction price allocated to the construction performance obligations are discounted using a discount rate comparable to a market-based borrowing rate specific to both the customer and terms of the contract. The resulting present value of the allocated future cash flows is recorded as construction revenue with a related long-term receivable as control of the infrastructure is, or is deemed to be, transferred to the customer while the discount amount is considered to be the significant financing component. Future cash flows received from the customer related to the construction performance obligations are bifurcated between principal repayment of the long-term receivable and the imputed interest income related to the customer financing. The interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income as providing financing to our customers is a core component of our business model. The transaction price allocated to the O&M performance obligation is recorded as bulk water revenue within the consolidated statements of operations and comprehensive income as the services are provided to the customer. A contract asset or liability may be recognized in instances where there is a difference between the amount billed to a customer and the revenue recognized for the completed O&M performance obligations during the period. Rental of Equipment. Through the Seven Seas Water and Quench operating platforms, the Company generates revenues through the rental of its wastewater treatment and water reuse equipment and filtered water and related systems to customers. Rental agreements classified as operating leases can contain both lease and non-lease components, including O&M services on Company-owned equipment. For rental agreements that meet all conditions of the elected practical expedient to not separate lease and non-lease components and where the lease component is determined to be the predominant element of the contract, the Company allocates all revenues under the contract to the lease component of the contract. Billings to the customer for the rental of this equipment, which generally occur either monthly or quarterly, are based on the rental rate as stated within the rental agreement. The transaction price is based on the minimum lease payment as stated within the rental agreement. Rental revenues, including revenues in connection with certain installation type activities are recognized ratably over the rental agreement term and amounts paid by customers in excess of recognizable revenue are recorded as a contract liability, or deferred revenue, in the consolidated balance sheets. Certain revenues associated with shipping, delivery, installation or similar activities that occur prior to lease commencement do not provide a service to the lessee and are not a non-lease component of the contract. Payments for these activities are recorded as prepaid lease payments which are recognized ratably with the rental revenue over the lease term. Upon the expiration of the initial rental agreement term, the Company may enter into rental agreement extensions in which revenues are recognized ratably over the extension term. Revenues generated under these rental agreements are recorded as rental revenue within the consolidated statements of operations and comprehensive income. Product Sales. Through both the Seven Seas Water and Quench operating platforms, the Company enters into contracts to construct desalination and wastewater treatment and water reuse equipment and facilities and to sell customers water and related filtration equipment, coffee and consumables, which may include contracts accounted for as sales-type leases. Contracts with customers to sell water and related filtration equipment and coffee and consumables typically include a single performance obligation. The Company recognizes revenues at the time the equipment, coffee or consumables is transferred to the customer, which can be upon either shipment or delivery to the customer. The transaction price is based on the contractual price with the customer. Shipping and handling costs paid by the customer are included in revenues. Billings to the customer for the sale of water and related filtration equipment, coffee and consumables occur at the time the product is transferred to the customer and are based on contract price. Contracts with customers to construct desalination and wastewater treatment and water reuse equipment and facilities typically include a single performance obligation. Construction and equipment revenues are recognized over time, using the input method based on cost incurred, which typically begins at the later of commencement of the construction or at the time the infrastructure is, or is deemed to be, transferred to the customer with revenue being fully recognized upon the completion of the infrastructure. Billings to the customer to construct desalination and wastewater treatment and water reuse equipment and facilities can occur at contractual intervals throughout the construction period, at the time the equipment or facility is deemed transferred to the customer, or, in the case of sales-type leases, as stated within the rental agreement. The transaction price is based on the contractual price with the customer. For contracts deemed to be, or that include a sales-type lease, the transaction price is based on the minimum lease payments as stated within the rental agreement. For contracts that contain both a lease and non-lease component, the transaction price is allocated based on the relative standalone selling prices of the lease and non-lease components. The transaction price, excluding variable lease payments, allocated to the lease component is discounted at the implicit rate of the contract and is recognized as revenue upon commencement of the lease. Revenues generated under these contracts are recorded as product sales revenue within the consolidated statements of operations and comprehensive income. Future cash flows received from sales-type leases are bifurcated between principal repayment of the long-term receivable and the related imputed interest income related to the customer financing. The interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income. |
Lessee accounting | Lessee accounting The Company leases space and operating assets, including offices, office equipment, warehouses, storage yards and storage units under non-cancelable operating leases. The Company accounts for these leases in accordance with the authoritative guidance adopted as of January 1, 2019. Please see “Adoption of New Accounting Pronouncements” section below for information regarding this adoption. At the time of contract inception, the Company determines if an arrangement is or contains a lease. If the arrangement contains a lease, the Company recognizes a right-of-use asset and an operating lease liability at the lease commencement date. Lease expense for lease payments made is recognized on a straight-line basis over the lease term. The operating lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The current portion of the Company’s operating lease liabilities are recorded within accrued liabilities in the consolidated balance sheets. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the operating lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The right-of-use asset is subsequently measured throughout the lease term at the carrying amount of the operating lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Right-of-use assets are periodically reviewed for impairment whenever events or changes in circumstances arise. During the year ended December 31, 2019, the Company incurred no impairment charges related to right-of-use assets. Key estimates and judgments in determining both the operating lease liability and right-of-use asset include the determination of (i) the discount rate it uses to discount the unpaid lease payments to present value, (ii) the lease term and (iii) the lease payments. The discount rate applied to the unpaid lease payments is the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally derives an incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, and/or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of operating lease liabilities are comprised of the following: · fixed payments; · variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date; and · the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. In certain instances, the Company's leases include non-lease components, such as equipment maintenance or common area maintenance. As part of its adoption of authoritative guidance on leases on January 1, 2019, the Company has not elected the practical expedient to account for the lease and non-lease components as a single lease component and has elected (for all classes of underlying assets) to account for these components separately. The Company allocates the consideration in the contract to the lease and non-lease components based on each component's relative standalone price. The Company determines standalone prices for the lease components based on the prices for which other lessors lease similar assets on a standalone basis. The Company determines standalone prices for the non-lease components based on the prices that suppliers might charge for those types of services on a standalone basis. If observable standalone prices are not readily available, the Company estimates the standalone prices maximizing the use of observable information. The Company has elected to utilize the short-term lease exemption and not recognize a right-of-use asset and corresponding operating lease liability for leases with expected terms of 12 months or less. The Company recognizes the lease payments associated with its short-term leases on a straight-line basis over the lease term. |
Lessor accounting | Lessor accounting The Company generates revenues through the lease of its bulk water facilities, wastewater treatment and water reuse equipment, and filtered water and related systems equipment to customers. In certain instances, the Company enters into a contract with a customer but must construct the underlying asset, including bulk water facilities and wastewater treatment and water reuse equipment, prior to its lease. At the time of contract inception, the Company determines if an arrangement is or contains a lease. Customer contracts that contain leases, which can be explicit or implicit in the contract, are generally classified as either operating leases or sales-type leases and can contain both lease and non-lease components, including operating and maintenance services (“O&M”) of the Company-owned equipment. As part of its adoption of authoritative guidance on leases on January 1, 2019, the Company elected the practical expedient for all classes of underlying assets to not separate the lease and non-lease components if certain conditions are met, including the classification of the lease component as operating and the revenue recognition pattern of both the lease and non-lease components. The Company will account for the contract with the customer as a combined component under the respective authoritative guidance for the predominant element in the contract, the lease or non-lease component. For leases classified as sales-type leases, the Company allocates the transaction price based on the relative standalone selling prices of the identified performance obligations. If the customer contract contains or is accounted for as a lease, the key estimates and judgments used by the Company in accounting for the lease as a lessor include the following: (i) lease term, (ii) the economic life of the underlying leased asset, (iii) determination of lease payments and (iv) determination of the fair value at the time of contract inception and the residual value of the underlying leased asset. The lease term for the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, and/or an option to extend (or not to terminate) the lease controlled by the Company. Contracts entered into with customers can include either the option to renew or an auto-renewing provision that results in the automatic extension of the existing contract. In certain instances, key provisions such as the lease payment or term of the renewal are not stated and are subject to negotiation. The economic life of the underlying leased asset is determined to be either the period over which the asset is expected to be economically usable, or where the benefits it can produce exceed the cost to replace or undertake major repairs. In certain instances, the economic life of the underlying leased asset can exceed the useful life assigned by the Company. Lease payments that are accounted for as rental revenue are comprised of the following: · fixed payments; · variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date; · the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise the option; and · payments for penalties for the termination of a lease if the term reflects the lessee terminating the lease. The Company’s leases do not typically include a requirement for the customer to guarantee the residual value of the underlying leased asset. Variable lease payments that do not depend on an index or rate are excluded from the determination of lease payments. The fair value of the underlying leased asset at contract inception and residual value of underlying leased asset at the end of the term of the lease are determined based on the price that would be received to sell an asset in an orderly transaction at the time of valuation. The Company’s risk management strategy for protecting the residual value of the underlying assets include the ongoing maintenance by the Company during the lease term as well as clauses and other protections within the lease agreements which require the lessee to return the underlying asset in working condition at the end of the lease term. At contract inception, the Company determines the lease classification of the underlying asset. The Company considers inputs such as the lease term, lease payments, fair value of the underlying asset and residual value of the underlying asset when assessing the classification. The discount rate applied to the unpaid lease payments is the interest rate implicit in the lease. The rate implicit in the lease is the rate of interest that, at a given date, causes the aggregate present value of (a) the lease payments and (b) the amount that the Company expects to derive from the underlying asset following the end of the lease term to equal the sum of (1) the fair value of the underlying asset minus any related investment tax credit retained and expected to be realized by the Company and (2) any deferred initial direct costs of the Company. In certain instances, contracts with customers may also include the option for the customer to purchase the underlying asset at the end of the lease term. When applicable and certain conditions are met, the Company will incorporate the stated purchase price into the determination of the interest rate implied in the lease. |
Contract Costs | Contract Costs Contract costs includes contract acquisition costs, deferred lease costs and contract fulfillment costs which are all recorded within other assets in the consolidated balance sheets. Contract Acquisition Costs. Prior to January 1, 2019, the Company accounted for initial direct costs incurred by the Company to originate leases as deferred lease costs. The costs capitalized were directly related to the negotiation and execution of leases and primarily consisted of internal compensation and benefits as lease origination activities were performed internally by the Company. Deferred lease costs capitalized prior to the adoption of the authoritative guidance on leases will be amortized on a straight-line basis over the remaining lease term. For all leases originated on or after January 1, 2019, subsequent to the adoption of authoritative guidance on leases, the incremental costs incurred by the Company to originate contracts with customers are capitalized as contract acquisition costs. Contract acquisition costs, which generally include commissions and other costs that are only incurred as a result of obtaining a contract, are capitalized when the incremental costs are expected to be recovered over the contract period. All other costs incurred regardless of obtaining a contract are expensed as incurred. Contract acquisition costs are amortized over the period the costs are expected to contribute directly or indirectly to future cash flows, which is generally over the initial contract term, on a basis consistent with the transfer of goods or services to the customer to which the costs relate. Contract acquisition costs, net as of December 31, 2019 and December 31, 2018 were $4.9 million and $3.7 million, respectively, and were recorded in other assets in the consolidated balance sheets. Contract Fulfillment Costs. Costs incurred by the Company to fulfill a contract with a customer are capitalized when the costs generate or enhance resources that will be used in satisfying future performance obligations of the contract and the costs are expected to be recovered. Capitalized contract fulfillment costs generally include contracted services, direct labor, materials, and allocable overhead directly related to resources required to fulfill the contract, including shipping and installation activities. Contract fulfillment costs are amortized over the period the costs are expected to contribute directly or indirectly to future cash flows, which is generally over the initial contract term, on a basis consistent with the transfer of goods or services to the customer to which the costs relate. Contract fulfillment costs, net as of December 31, 2019 and December 31, 2018 were $6.2 million and $1.5 million, respectively, and were recorded in other assets in the consolidated balance sheets. Total contract costs amortization for the years ended December 31, 2019, 2018 and 2017 was $5.4 million, $2.7 million and $2.2 million, respectively. Contract costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company had no impairment charges related to contract costs during the year ended December 31, 2019. |
Sales Taxes Assessed by Governmental Agencies | Sales Taxes Assessed by Governmental Agencies The Company collects sales tax for various taxing authorities and records these amounts on a net basis; thus, sales tax amounts are not included in revenues. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation or amortization. Depreciation and amortization is calculated using a straight‑line method with an allowance for estimated residual values. Depreciation and amortization rates are determined based on the estimated useful lives of the assets as follows: Buildings 5 to 20 years Building improvements Shorter of 7 years or remaining useful life Plants and related equipment 4 to 25 years Rental equipment 7 to 10 years Office furniture, fixtures, and equipment 3 to 7 years Vehicles 3 to 5 years Leasehold improvements Shorter of 7 years or remaining lease term Depreciation expense related to the plant operations and rental property is included in cost of revenues in the consolidated statements of operations and comprehensive income. Expenditures for repairs and maintenance are expensed as incurred whereas major betterments are capitalized. |
Construction in Progress | Construction in Progress Construction in progress is composed of the cost of the contracted services, direct labor, materials, and allocable overhead related to plant construction projects and are capitalized when the construction of the asset has been deemed probable. Costs incurred prior to the construction of the asset being deemed probable are expensed as incurred. Assets under construction are recorded as additions to property, plant, and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service. |
Capitalized Interest | Capitalized Interest The Company capitalizes interest incurred during the period of plant construction. Construction period interest is recorded within construction in progress during the construction period and as a cost of the underlying property, plant and equipment once the asset is placed into service. |
Long-term Receivable | Long-term Receivable The Company has long-term receivables relating to service concession arrangements, sales-type leases and certain notes receivable acquired in business combinations. Payments of principal and interest on the Company’s long-term receivables are due as required by the underlying contracts. Interest on these long-term receivables range from 7.5% to 9.0%. The Company monitors collections and evaluates the collectability of the long-term receivables, based primarily on the financial condition of the customer (and in certain cases the customer’s guarantor), to determine whether an allowance for doubtful accounts should be recorded or if the long-term receivables should be written off, in whole or in part. As of both December 31, 2019 and 2018, there were no allowances on any of the Company’s long-term receivables. Interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income. Principal payments due within one year or less are recorded within current portion of long-term receivables in the consolidated balance sheet. All other principal payments are recorded within long-term receivables, non-current in the consolidated balance sheet. As of December 31, 2019, the remaining undiscounted balance to be collected including principal and interest on all of our long-term receivables was $48.5 million. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination. Goodwill is reviewed for impairment at least annually during the fourth quarter and more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the quantitative analysis of the goodwill impairment test. Otherwise, the quantitative test is optional. Under the quantitative analysis, the recoverability of goodwill is measured for each of our reporting units by comparing the reporting unit’s carrying amount, including goodwill, to the fair market value of the reporting unit. The Company determines the fair value of its reporting units based on a weighting of the present value of projected future cash flows (the “Income Approach”) and a comparative market approach under both the guideline company method and guideline transaction method (collectively, the “Market Approach”). Fair value using the Income Approach is based on the Company’s estimated future cash flows on a discounted basis. The Market Approach compares each of the Company’s reporting units to other comparable companies based on valuation multiples derived from operational and transactional data to arrive at a fair value. Factors requiring significant judgment include, among others, the determination of comparable companies, assumptions related to forecasted operating results, discount rates, long‑term growth rates, and market multiples. Changes in economic or operating conditions, or changes in the Company’s business strategies, that occur after the annual impairment analysis and which impact these assumptions, may result in a future goodwill impairment charges, which could be material to the Company’s consolidated financial statements. In determining its reporting units, the Company reviews its operating segments to determine the number of components within each segment. If an operating segment contains only a single component, the operating segment is deemed a reporting unit. If an operating segment contains more than one component, the Company aggregates into a single reporting unit those components determined to have similar economic characteristics. Components determined to have dissimilar economic characteristics are considered a separate reporting unit. As of both December 31, 2019 and 2018, the Quench segment was determined to be composed of a single reporting unit. As of both December 31, 2019 and 2018, the Seven Seas Water segment was determined to be composed of two reporting units. Other intangible assets consist of certain trade names, customer relationships, contract intangibles, backlog and non‑compete agreements. Contract intangibles includes the fair value of future cash flows from contracts with customers in excess of the fair value for the remaining performance obligations under such contracts. Trade names and non‑compete agreements which have a finite life are amortized over their estimated useful lives on a straight‑line basis. Customer relationships and contract intangibles which have a finite life are amortized on an accelerated basis based on the projected economic value of the asset over its useful life. Intangible assets with a finite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite‑lived intangible assets, which consist of certain trade names, are not amortized but are tested for impairment at least annually or more frequently if events or circumstances indicate the asset may be impaired. |
Long-Lived Assets | Long‑Lived Assets Long‑lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recognition and measurement of a potential impairment is performed on assets grouped with other assets and liabilities at the lowest level where identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary. During 2019 and 2018, there were no indicators of potential impairments identified. |
Share-Based Compensation | Share‑Based Compensation AquaVenture accounts for share‑based compensation by measuring the cost of services received in exchange for an award of equity instruments based on the grant‑date fair value. The cost is recognized over the requisite service period, net of adjustments for forfeitures as they occur. |
Asset Retirement Obligations | Asset Retirement Obligations The Company has asset retirement obligations (“AROs”) arising from contractual requirements to perform certain asset retirement activities at the time it disposes of certain plants and equipment. The liability is recorded in the period in which the obligation meets the definition of a liability, which is generally when the asset is constructed or placed in service. The ARO liability is based on the Company’s engineering estimates of future costs to dismantle and remove equipment from a customer’s plant site and to restore the site to a specified condition at the conclusion of a contract. The corresponding asset retirement costs are capitalized as plant and equipment and depreciated over the asset’s useful life. The liability is initially measured at fair value and subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. Accretion expense is recorded in cost of revenues in the consolidated statements of operations and comprehensive income. Actual costs are charged against the related liability as incurred and any difference between the actual costs incurred and the liability is recognized as a gain or loss in the consolidated statements of operations and comprehensive income. As of December 31, 2019 and 2018, the Company recorded the short-term portion of the ARO liability within accrued liabilities on the consolidated balance sheets. As of December 31, 2019 and 2018, the Company recorded the long-term portion of the ARO liability within other long-term liabilities on the consolidated balance sheets. |
Acquisition Contingent Consideration | Acquisition Contingent Consideration Acquisition contingent consideration represents the net present value of the additional purchase price that is either (i) held for potential adjustments or claims as set forth in the purchase agreements, (ii) contingent on the future performance of an acquired business or (iii) contingent on the future collections of certain acquired receivables. The acquisition date fair value of acquisition contingent consideration is recognized, as deemed appropriate, as an asset, liability or equity. Acquisition contingent consideration is re‑measured to fair value at the end of each reporting period with the change in fair value recorded as a gain or loss in SG&A in the consolidated statements of operations. As of December 31, 2019 and 2018, the Company recorded the short-term portion of the acquisition contingent consideration within accrued liabilities on the consolidated balance sheets. As of December 31, 2019 and 2018, the Company recorded the long-term portion of the acquisition contingent consideration within other long-term liabilities on the consolidated balance sheets. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach to the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Unless it is “more likely than not” that a deferred tax asset can be utilized to offset future taxes, a valuation allowance is recorded against that asset. The Company evaluates tax positions that have been taken or are expected to be taken in its tax returns and records a liability for uncertain tax positions. The Company uses a two‑step approach to recognize and measure uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, tax positions are measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated financial statements. AquaVenture Holdings Limited is incorporated in the British Virgin Islands, which does not impose income taxes. Certain of our subsidiaries file separate tax returns and are subject to federal income taxes at the corporate level in the U.S. or in other foreign jurisdictions. Certain other subsidiaries operate in jurisdictions that do not impose taxes based on income. |
Fair Value Measurements | Fair Value Measurements Fair value is an exit price that represents the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market‑based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company discloses the manner in which fair value is determined for assets and liabilities based on a three‑tiered fair value hierarchy. The hierarchy ranks the quality and reliability of the information used to determine the fair values. The three levels of inputs described in the standard are: · Level 1: Quoted prices in active markets for identical assets or liabilities. · Level 2: Observable inputs, other than Level 1 prices, for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities. · Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain assets, in specific circumstances, are measured at fair value on a non‑recurring basis utilizing Level 3 inputs such as goodwill, other intangible assets and other long‑lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition would be applicable if one or more of these assets were determined to be impaired. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate fair value because of the short‑term nature of these instruments. |
Foreign Currency | Foreign Currency For its foreign operations where the functional currency is the U.S. dollar, the Company records foreign currency transaction gains and losses in instances when the Company purchases inventory, equipment, and services from businesses in countries where the currency used is not the U.S. dollar. During the years ended December 31, 2019, 2018 and 2017, the Company incurred a foreign currency transaction gain (loss) of $(43) thousand, $(155) thousand and $190 thousand, respectively, which was recorded in other income (expense) in the consolidated statements of operations and comprehensive income. For its operations where the functional currency is the local currency, the Company records foreign currency translation adjustments which are recorded in other comprehensive income in the consolidated statements of operations and comprehensive income. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates for the period. Foreign currency translation gain (loss) recorded in other comprehensive income for the years ended December 31, 2019, 2018 and 2017 was $271 thousand $(404) thousand and $(17) thousand, respectively. |
Business Combinations | Business Combinations When accounting for business combinations, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. The Company’s purchase price allocation methodology contains uncertainties because it requires management to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities. The Company estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Unanticipated events or circumstances may occur which could affect the accuracy of the Company’s fair value estimates. If an acquisition does not meet the definition of a business combination, the Company accounts for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. In addition, transaction-related expenses are capitalized and allocated to the net assets acquired on a relative fair value basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of Inventory category | The Company’s inventory, by category, as of December 31, 2019 and 2018, were as follows (in thousands): December 31, 2019 2018 Finished goods $ 6,093 $ 7,367 Spare parts, supplies and miscellaneous equipment 9,117 7,472 Raw materials 1,650 357 Work in process 525 300 Total $ 17,385 $ 15,496 |
Schedule of useful lives of property, plant and equipment | Buildings 5 to 20 years Building improvements Shorter of 7 years or remaining useful life Plants and related equipment 4 to 25 years Rental equipment 7 to 10 years Office furniture, fixtures, and equipment 3 to 7 years Vehicles 3 to 5 years Leasehold improvements Shorter of 7 years or remaining lease term |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Pro Forma Financial Information | The following unaudited pro forma financial information (in thousands, except for per share amounts) for the Company gives effect to the acquisitions of: (i) Jonli, which occurred on December 16, 2019; (ii) PHSI, which occurred on December 18, 2018; (iii) Bluline, which was acquired on December 3, 2018; (iv) AUC, which occurred on November 1, 2018; (v) Alpine, which occurred on August 6, 2018; (vi) Wa-2, which occurred on March 1, 2018; and (vii) Wellsys, which occurred on September 8, 2017, as if each had occurred on January 1, 2017. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations that actually would have resulted had the acquisitions occurred on the date indicated, or that may result in the future. Year ended December 31, 2019 2018 2017 Revenues $ 203,905 $ 188,370 $ 175,643 Net loss $ (20,094) $ (26,797) $ (30,051) Loss per share $ (0.69) $ (1.01) $ (1.14) |
Mirex AquaPure Solutions | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of asset acquisition purchase price allocation | The following table summarizes the amounts for the Mirex acquisition which were allocated to the fair value of aggregated net assets acquired (in thousands): Trade receivables $ 486 Property, plant and equipment 562 Inventory 92 Customer relationships 10,334 Non-compete agreements 272 Deferred revenue (152) Net assets acquired $ 11,594 |
Carolina Pure | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of asset acquisition purchase price allocation | The following table summarizes the amounts for the Carolina Pure acquisition which were allocated to the fair value of aggregated net assets acquired (in thousands): Trade receivables $ 137 Property, plant and equipment 1,350 Inventory 39 Customer relationships 4,812 Non-compete agreements 1,217 Deferred revenue (230) Net assets acquired $ 7,325 |
Aguaman | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of asset acquisition purchase price allocation | The following table summarizes the amounts for the Aguaman acquisition which were allocated to the fair value of aggregated net assets acquired (in thousands): Trade receivables $ 62 Property, plant and equipment 49 Inventory 6 Customer relationships 1,464 Deferred revenue (37) Net assets acquired $ 1,544 |
Flowline Canada Inc., Pure Planet Water, Inc. and Jonli Water Services, Inc. | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of asset acquisition purchase price allocation | The following table summarizes the aggregate amounts for the Flowline and Pure Planet acquisitions which were allocated to the fair value of aggregated net assets acquired (in thousands): Trade receivables $ 23 Property, plant and equipment 89 Inventory 23 Customer relationships 975 Deferred revenue (13) Net assets acquired $ 1,097 |
Jonli Water Services, Inc. | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the preliminary purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Trade receivables $ 65 Inventory 32 Property, plant and equipment 19 Customer relationships 229 Goodwill 150 Total assets acquired 495 Liabilities assumed: Deferred revenue (60) Other long-term liabilities (10) Total liabilities assumed (70) Total purchase price $ 425 |
Pure Health Solutions, Inc | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 260 Trade receivables 1,167 Inventory 1,603 Prepaid expenses and other current assets 447 Property, plant and equipment 6,945 Deferred tax asset 108 Customer relationships 21,409 Trade names 2,360 Non-compete agreements 1,776 Goodwill 26,473 Total assets acquired 62,548 Liabilities assumed: Accounts payable and accrued liabilities (22,652) Deferred revenue (329) Other long-term liabilities (450) Total liabilities assumed (23,431) Total purchase price $ 39,117 |
FB Global Development, Inc., d/b/a Bluline | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Trade receivables $ 90 Inventory 345 Property, plant and equipment 331 Customer relationships 1,292 Non-compete agreements 170 Goodwill 645 Total assets acquired 2,873 Liabilities assumed: Deferred revenue (10) Total liabilities assumed (10) Total purchase price $ 2,863 |
AUC Acquisition Holdings | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | Assets acquired: Cash and cash equivalents $ 849 Trade receivables 1,763 Inventory 2,642 Current portion of long-term receivables 521 Prepaid expenses and other current assets 1,673 Property, plant and equipment 39,848 Other assets 25 Long-term receivables 306 Customer relationships 31,740 Trade names 2,680 Non-compete agreements 2,090 Backlog 870 Goodwill 64,447 Total assets acquired 149,454 Liabilities assumed: Accounts payable and accrued liabilities (4,286) Deferred revenue (1,021) Other long-term liabilities (1,706) Deferred tax liability (11,541) Total liabilities assumed (18,554) Total purchase price $ 130,900 |
Alpine Water System, LLC | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | Assets acquired: Trade receivables $ 556 Inventory 141 Prepaid expenses and other current assets 153 Property, plant and equipment 1,562 Customer relationships 6,280 Non-compete agreements 1,149 Goodwill 6,006 Total assets acquired 15,847 Liabilities assumed: Accounts payable and accrued liabilities (295) Deferred revenue (565) Total liabilities assumed (860) Total purchase price $ 14,987 |
Wa-2 Water Company Ltd | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | Assets acquired: Trade receivables $ 134 Inventory 158 Prepaid expenses and other current assets 6 Property, plant and equipment 424 Customer relationships 1,561 Trade names 700 Non-compete agreements 298 Goodwill 2,239 Total assets acquired 5,520 Liabilities assumed: Accounts payable and accrued liabilities (86) Deferred revenue (328) Total liabilities assumed (414) Total purchase price $ 5,106 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Schedule of disaggregation of revenues | The following table represents a disaggregation of revenue for the years ended December 31, 2019, 2018 and 2017, along with the reportable segment for each category (in thousands): Year Ended December 31, 2019 Seven Seas Water Quench Total Bulk water Water delivery $ 36,771 $ — $ 36,771 Operating and maintenance 23,689 — 23,689 Total bulk water 60,460 — 60,460 Rental Lease of equipment 14,788 79,494 94,282 Total rental 14,788 79,494 94,282 Product sales Construction of plants 9,418 — 9,418 Sale of equipment, coffee and consumables — 35,656 35,656 Total product sales 9,418 35,656 45,074 Financing 3,671 — 3,671 Total revenues $ 88,337 $ 115,150 $ 203,487 Year Ended December 31, 2018 Seven Seas Water Quench Total Bulk water Water delivery $ 35,950 $ — $ 35,950 Operating and maintenance 21,312 — 21,312 Total bulk water 57,262 — 57,262 Rental Lease of equipment 2,318 61,898 64,216 Total rental 2,318 61,898 64,216 Product sales Construction of plants 2,817 — 2,817 Sale of equipment, coffee and consumables — 17,288 17,288 Total product sales 2,817 17,288 20,105 Financing 4,025 — 4,025 Total revenues $ 66,422 $ 79,186 $ 145,608 Year Ended December 31, 2017 Seven Seas Water Quench Total Bulk water Water delivery $ 33,986 $ — $ 33,986 Operating and maintenance 19,450 — 19,450 Total Bulk water 53,436 — 53,436 Rental Lease of equipment — 52,997 52,997 Total rental — 52,997 52,997 Product sales Construction of plants — — — Sale of equipment, coffee and consumables — 9,796 9,796 Total Product sales — 9,796 9,796 Financing 4,534 — 4,534 Total revenues $ 57,970 $ 62,793 $ 120,763 |
Schedule of information and changes to contract assets and contract liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands) at December 31, 2019 and December 31, 2018: December 31, December 31, 2019 2018 Contract assets Trade receivables, net $ 26,755 $ 21,437 Current portion of long-term receivables 7,561 6,538 Long-term receivables 32,529 40,574 Total contract assets $ 66,845 $ 68,549 Contract liabilities Deferred revenue, current $ 4,810 $ 3,890 Deferred revenue, non-current 11,232 10,690 Total contract liabilities $ 16,042 $ 14,580 Significant changes in the contract asset and the contract liability balances during the period are as follows (in thousands): Year ended December 31, 2019 Contract assets Contract liabilities Revenue recognized that was included in the contract liability balance at the beginning of respective period $ — $ 5,139 Deferred revenue acquired during the period $ — $ (491) |
Schedule of the expected timing of satisfaction of the remaining performance obligations | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands). The estimated revenue does not include amounts of variable consideration, including revenues based on changes to consumer price indices that are constrained. In addition, the estimated revenue is based on current contracts with customers and does not take into consideration contract terms not legally enforceable with the customer. 2020 $ 59,694 2021 $ 50,670 2022 $ 50,670 2023 $ 50,670 2024 $ 50,383 Thereafter $ 282,502 |
Property Plant and Equipment _2
Property Plant and Equipment and Construction in Progress (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment and Construction in Progress | |
Schedule of property, plant and equipment and construction in progress | Property, plant and equipment and construction in progress consisted of the following (in thousands): December 31, 2019 2018 Land $ 3,155 $ 3,155 Buildings and improvements 1,653 2,024 Plants and related equipment 113,796 125,994 Rental equipment 121,145 94,474 Office furniture, fixtures, and equipment 7,664 6,642 Vehicles 7,175 4,914 Leasehold improvements 2,838 1,741 257,426 238,944 Less: accumulated depreciation (90,253) (88,880) Property, plant and equipment, net $ 167,173 $ 150,064 Construction in progress $ 17,786 $ 15,427 |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Summary of lease cost | The components of lease cost were as follows (in thousands): Year Ended December 31, 2019 Lease Cost Operating lease cost $ 2,824 Short-term lease cost 512 Variable lease cost 12 Total lease cost $ 3,348 |
Summary of maturities of operating lease liabilities | As of December 31, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2020 $ 2,615 2021 2,630 2022 2,486 2023 2,066 2024 1,730 Thereafter 4,575 Total future minimum lease payments 16,102 Less imputed lease interest (4,758) Total lease liabilities $ 11,344 As of December 31, 2018, future minimum lease payments under non-cancelable operating leases are summarized as follows (in thousands): 2019 $ 2,097 2020 905 2021 990 2022 856 2023 773 Thereafter 5,117 Total future minimum lease payments $ 10,738 |
Summary of components of lease income | The components of lease income were as follows (in thousands): Year Ended December 31, 2019 Lease income: sales-type leases Profit at lease commencement $ — Interest income on lease receivables 183 Total lease income: sales-type leases 183 Lease income: operating leases 94,282 Total lease income $ 94,465 |
Summary of future minimum rental revenues to be generated from the leased assets under non-cancelable operating leases | Future minimum rental revenues to be generated from the leased assets under non-cancelable operating leases are summarized as follows (in thousands): 2020 $ 63,658 2021 $ 37,959 2022 $ 24,663 2023 $ 16,457 2024 $ 6,422 Thereafter $ 1,802 |
Summary of maturities of the Company’s sales-type lease receivables. | As of December 31, 2019, the maturities of the Company’s sales-type lease receivables are as follows (in thousands): 2020 $ 764 2021 602 2022 473 2023 413 2024 — Thereafter — Total future minimum lease payments 2,252 Less imputed lease interest (286) Total sales-type lease receivables $ 1,966 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of domestic and foreign components of income (loss) before income taxes | For income tax purposes, the domestic and foreign components of income (loss) before income tax were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Loss from domestic operations $ (2,065) $ (19,478) $ (21,120) (Loss) income from foreign operations (15,803) (2,561) (333) $ (17,868) $ (22,039) $ (21,453) |
Schedule of components of income tax expense | The provision for income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: State $ 126 $ 10 $ — Foreign 3,043 1,966 1,953 Deferred: Federal (91) 23 143 State (55) 4 51 Foreign (816) (3,314) 1,294 $ 2,207 $ (1,311) $ 3,441 |
Schedule of income tax rate reconciliation | Year Ended December 31, 2019 2018 2017 Federal income tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal tax effect (2.0) 7.5 1.2 Foreign income tax rate differences (25.0) (7.3) (15.0) Change in statutory tax rate — 0.5 (36.8) Valuation allowance offsetting statutory tax rate change — (0.5) 37.5 Change in valuation allowance (8.3) (11.9) (42.0) Disallowed interest income (expense) 4.3 4.8 11.3 Withholding taxes (7.1) (5.0) (3.9) Share-based compensation 0.4 (2.1) (2.8) Economic development program (0.4) 0.4 (0.5) Deferred revenue 3.9 — — Disallowed expenses (0.2) (1.8) — Uncertain tax positions 0.7 0.6 0.6 Other items, net 0.3 (0.3) (0.6) Effective tax rate (12.4) % 5.9 % (16.0) % |
Schedule of deferred tax assets and liabilities | Year Ended December 31, 2019 2018 2017 Federal income tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal tax effect (2.0) 7.5 1.2 Foreign income tax rate differences (25.0) (7.3) (15.0) Change in statutory tax rate — 0.5 (36.8) Valuation allowance offsetting statutory tax rate change — (0.5) 37.5 Change in valuation allowance (8.3) (11.9) (42.0) Disallowed interest income (expense) 4.3 4.8 11.3 Withholding taxes (7.1) (5.0) (3.9) Share-based compensation 0.4 (2.1) (2.8) Economic development program (0.4) 0.4 (0.5) Deferred revenue 3.9 — — Disallowed expenses (0.2) (1.8) — Uncertain tax positions 0.7 0.6 0.6 Other items, net 0.3 (0.3) (0.6) Effective tax rate (12.4) % 5.9 % (16.0) % Deferred income tax assets and liabilities are composed of the following (in thousands): December 31, 2019 2018 Deferred tax assets: U.S. federal and state net operating loss carryforwards $ 33,442 $ 31,877 Foreign net operating loss carryforwards 9,394 12,009 Property, plant and equipment, net 1,749 901 Share-based compensation 4,216 4,149 Intercompany payables 9,119 5,853 Deferred revenue 1,736 4,299 Lease liability 2,592 — Other 2,207 1,433 Gross deferred tax assets 64,455 60,521 Less: valuation allowance (28,472) (25,100) Total net deferred tax assets 35,983 35,421 Deferred tax liability: Property, plant and equipment, net (25,245) (22,054) Intangible assets, net (19,594) (25,891) Lease asset (2,436) — Other (1,167) (1,750) Total deferred tax liabilities (48,442) (49,695) Net deferred tax liability $ (12,459) $ (14,274) |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2019 and 2018 is as follows (in thousands): December 31, 2019 2018 Unrecognized tax benefits at beginning of period $ 4,595 $ 128 Decrease related to a prior year position (3,806) — Additions related to acquisitions 4 4,512 Lapse of statute of limitations (96) (45) Unrecognized tax benefits at the end of period $ 697 $ 4,595 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets | |
Schedule of goodwill | The following table contains a disclosure of changes in the carrying amount of goodwill in total and for each reportable segment for the years ended December 31, 2019 and 2018 (in thousands): Seven Seas Water Quench Total Balance as of December 31, 2017 $ 2,217 $ 97,278 $ 99,495 Acquisition of Wa-2 — 2,239 2,239 Acquisition of Alpine — 6,034 6,034 Acquisition of Bluline — 645 645 Acquisition of AUC 62,878 — 62,878 Sale of Atlas High Purity Solutions — (520) (520) Acquisition of PHSI — 20,374 20,374 Foreign currency translation — (146) (146) Balance as of December 31, 2018 65,095 125,904 190,999 Acquisition of Alpine - adjustments — (28) (28) Acquisition of AUC - adjustments 1,569 — 1,569 Acquisition of PHSI - adjustments — 6,099 6,099 Acquisition of Jonli — 150 150 Foreign currency translation — 100 100 Balance as of December 31, 2019 $ 66,664 $ 132,225 $ 198,889 |
Schedule of goodwill impairment | A reconciliation of the gross amount of goodwill and the carrying value of goodwill attributable to the Quench reporting unit for the years ended December 31, 2019 and 2018 are as follows (in thousands): December 31, 2019 2018 Gross amount $ 159,578 $ 153,257 Accumulated impairment losses (27,353) (27,353) Carrying value $ 132,225 $ 125,904 |
Schedule of definite-lived intangible assets | The gross and net carrying values of other intangible assets by major intangible asset class, are as follows (in thousands): December 31, 2019 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 193,607 $ (51,515) $ 142,092 Off-market contract intangibles 39,800 (11,693) 28,107 Trade names 11,816 (1,928) 9,888 Non-compete agreements 7,960 (1,965) 5,995 Other 1,110 (1,058) 52 Indefinite-lived intangible assets Trade names 275 — 275 Total $ 254,568 $ (68,159) $ 186,409 December 31, 2018 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 188,850 $ (34,552) $ 154,298 Off-market contract intangibles 39,800 (9,116) 30,684 Trade names 13,505 (1,202) 12,303 Non-compete agreements 8,202 (578) 7,624 Other 408 (149) 259 Indefinite-lived intangible assets Trade names 275 — 275 Total $ 251,040 $ (45,597) $ 205,443 |
Schedule of finite-lived intangible assets | The gross and net carrying values of other intangible assets by major intangible asset class, are as follows (in thousands): December 31, 2019 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 193,607 $ (51,515) $ 142,092 Off-market contract intangibles 39,800 (11,693) 28,107 Trade names 11,816 (1,928) 9,888 Non-compete agreements 7,960 (1,965) 5,995 Other 1,110 (1,058) 52 Indefinite-lived intangible assets Trade names 275 — 275 Total $ 254,568 $ (68,159) $ 186,409 December 31, 2018 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 188,850 $ (34,552) $ 154,298 Off-market contract intangibles 39,800 (9,116) 30,684 Trade names 13,505 (1,202) 12,303 Non-compete agreements 8,202 (578) 7,624 Other 408 (149) 259 Indefinite-lived intangible assets Trade names 275 — 275 Total $ 251,040 $ (45,597) $ 205,443 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2019 2018 Employee-related liabilities $ 6,043 $ 7,872 Income taxes 5,184 4,337 Professional fees 7,652 3,430 Acquisition-related liabilities 3,070 2,707 Other accrued expenses 7,954 6,770 Accrued liabilities $ 29,903 $ 25,116 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Schedule of long-term debt | As of December 31, 2019 and 2018, long‑term debt included the following (in thousands): December 31, December 31, 2019 2018 Corporate Credit Agreement $ 300,000 $ 300,000 BVI Loan Agreement 14,838 20,468 Vehicle financing 3,336 1,842 Total face value of long-term debt $ 318,174 $ 322,310 Face value of long-term debt, current $ 7,520 $ 6,536 Less: Current portion of unamortized debt discounts and deferred financing fees (29) (42) Current portion of long-term debt, net of debt discounts and deferred financing fees $ 7,491 $ 6,494 Face value of long-term debt, non-current $ 310,654 $ 315,774 Less: Non-current portion of unamortized debt discounts and deferred financing fees (1,550) (2,559) Long-term debt, net of debt discounts and deferred financing fees $ 309,104 $ 313,215 |
Schedule of maturities of long-term debt | Maturities of long‑term debt were as follows as of December 31, 2019 (in thousands): Amount Due 2020 $ 7,520 2021 307,303 2022 3,351 2023 — 2024 and thereafter — Total face value of long-term debt $ 318,174 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Schedule of fair value measurements | The Company’s fair value measurements as of December 31, 2019 and 2018 were as follows (in thousands): Quoted Prices in Significant Active Markets Other Significant Asset/ for Identical Observable Unobservable Assets/Liabilities Measured at Fair Value (Liability) Assets (Level 1) Inputs (Level 2) Inputs (Level 3) As of December 31, 2019 Recurring basis: Money market funds $ 842 $ 842 $ — $ — U.S. Treasury securities $ 68,767 $ 68,767 $ — $ — Acquisition contingent consideration $ (3,370) $ — $ — $ (3,370) As of December 31, 2018 Recurring basis: Money market funds $ 42,135 $ 42,135 $ — $ — Acquisition contingent consideration $ (3,109) $ — $ — $ (3,109) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation | |
Schedule of stock option assumptions | 2017 Options to Purchase Ordinary Shares Expected term (years) 6.3 Expected volatility 31.2 % Risk-free rate 2.1 % Expected dividends — % |
Schedule of share-based compensation options activity | The following table presents the activity of options to purchase ordinary shares for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per share amounts): Options to Purchase Ordinary Shares Weighted Average Weighted Exercise Average Number of Price Grant Date Options Per Share Fair Value Outstanding as of December 31, 2016 3,741 $ 18.31 Granted 78 $ 16.07 $ 5.62 Exercised (8) $ 9.05 Forfeited (99) $ 18.52 Expired (27) $ 23.53 Outstanding as of December 31, 2017 3,685 $ 18.24 Granted — $ — $ — Exercised (30) $ 14.60 Forfeited (32) $ 17.43 Expired (36) $ 19.92 Outstanding as of December 31, 2018 3,587 $ 18.26 Granted — $ — $ — Exercised (178) $ 17.37 Forfeited (13) $ 18.49 Expired (38) $ 22.26 Outstanding as of December 31, 2019 3,358 $ 18.26 Exercisable as of December 31, 2019 3,229 $ 18.28 |
Schedule of share-based compensation restricted stock and restricted stock unit activity | The following table presents the activity of restricted awards for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per share amounts): Restricted Share Units Weighted Average Number Grant Date of Shares Fair Value Unvested as of December 31, 2016 202 $ 19.80 Granted 57 $ 17.33 Vested (101) $ 19.62 Forfeited (8) $ 19.97 Unvested as of December 31, 2017 150 $ 18.97 Granted 430 $ 15.30 Vested (145) $ 19.01 Forfeited (11) $ 15.23 Unvested as of December 31, 2018 424 $ 15.33 Granted 407 $ 20.76 Vested (182) $ 15.30 Forfeited (24) $ 18.09 Unvested as of December 31, 2019 625 $ 18.77 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Loss per Share | |
Schedule of net loss per share | The following table reconciles net loss to net loss applicable to ordinary shareholders for the periods presented (in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 Numerator: Net loss $ (20,075) $ (20,728) $ (24,894) Denominator: Weighted-average ordinary shares outstanding - basic and diluted 29,212 26,583 26,426 Loss per share - basic and diluted $ (0.69) $ (0.78) $ (0.94) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure | |
Schedule of reconciliation of ARO | A reconciliation of the beginning and ending amounts of the acquisition contingent consideration for the periods presented is as follows (in thousands): Year Ended December 31, 2019 2018 Acquisition contingent consideration at beginning of the period $ 3,109 $ 50 Acquired during the period 2,321 3,198 Payments (2,336) (112) Valuation adjustments 136 (40) Interest accretion 140 13 Acquisition contingent consideration at end of the period $ 3,370 $ 3,109 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | Supplemental cash flow information is as follows for the years ended December 31 (in thousands): Year Ended December 31, 2019 2018 2017 Cash paid during the period: Income taxes, net $ 2,334 $ 1,903 $ 1,373 Interest, net $ 24,514 $ 14,044 $ 7,474 Non-Cash Transaction Information: Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,539 $ — $ — Non-cash capital expenditures $ 4,587 $ 2,890 $ 994 Deferred tax adjustment $ — $ — $ 1,672 Unpaid debt financing costs $ — $ 86 $ 47 Non-cash issuance of ordinary shares in connection with an acquisition $ — $ 2,041 $ — The components of total ending cash for the periods presented in the consolidated statement of cash flows are as follows (in thousands): As of December 31, 2019 2018 2017 Cash and cash equivalents $ 103,307 $ 56,618 $ 118,090 Restricted cash, current — — — Restricted cash, non-current 4,233 4,153 4,269 Cash, cash equivalents and restricted cash $ 107,540 $ 60,771 $ 122,359 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting | |
Schedule of information by reportable segment | The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 60,460 $ — $ — $ 60,460 Rental 14,788 79,494 — 94,282 Product sales 9,418 35,656 — 45,074 Financing 3,671 — — 3,671 Total revenues 88,337 115,150 — 203,487 Gross profit: Bulk water 32,760 — — 32,760 Rental 9,901 41,888 — 51,789 Product sales 1,410 14,334 — 15,744 Financing 3,671 — — 3,671 Total gross profit 47,742 56,222 — 103,964 Selling, general and administrative expenses 24,974 59,580 11,432 95,986 Income (loss) from operations 22,768 (3,358) (11,432) 7,978 Other expense, net (25,846) Loss before income tax expense (17,868) Income tax expense 2,207 Net loss $ (20,075) Other information: Depreciation and amortization $ 24,044 $ 30,102 $ — $ 54,146 Expenditures for long-lived assets $ 20,995 $ 15,617 $ — $ 36,612 Amortization of deferred financing fees $ 278 $ 203 $ 536 $ 1,017 As of December 31, 2019 Total assets $ 391,719 $ 332,063 $ 73,799 $ 797,581 The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 57,262 $ — $ — $ 57,262 Rental 2,318 61,898 — 64,216 Product sales 2,817 17,288 — 20,105 Financing 4,025 — — 4,025 Total revenues 66,422 79,186 — 145,608 Gross profit: Bulk water 30,746 — — 30,746 Rental 1,731 34,460 — 36,191 Product sales 493 6,047 — 6,540 Financing 4,025 — — 4,025 Total gross profit 36,995 40,507 — 77,502 Selling, general and administrative expenses 30,143 48,670 4,832 83,645 Income (loss) from operations 6,852 (8,163) (4,832) (6,143) Other expense, net (15,896) Loss before income tax benefit (22,039) Income tax benefit (1,311) Net loss $ (20,728) Other information: Depreciation and amortization $ 15,469 $ 19,064 $ — $ 34,533 Expenditures for long-lived assets $ 3,521 $ 16,105 $ — $ 19,626 Amortization of deferred financing fees $ 263 $ 203 $ 497 $ 963 As of December 31, 2018 Total assets $ 385,649 $ 300,195 $ 39,619 $ 725,463 The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2017 (in thousands): Year Ended December 31, 2017 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 53,436 $ — $ — $ 53,436 Rental — 52,997 — 52,997 Product sales — 9,796 — 9,796 Financing 4,534 — — 4,534 Total revenues 57,970 62,793 — 120,763 Gross profit: Bulk water 26,291 — — 26,291 Rental — 29,513 — 29,513 Product sales — 4,017 — 4,017 Financing 4,534 — — 4,534 Total gross profit 30,825 33,530 — 64,355 Selling, general and administrative expenses 28,431 39,400 4,590 72,421 Income (loss) from operations 2,394 (5,870) (4,590) (8,066) Other expense, net (13,387) Loss before income tax (21,453) Income tax expense 3,441 Net loss $ (24,894) Other information: Depreciation and amortization expense $ 14,306 $ 15,342 $ — $ 29,648 Loss on extinguishment of debt $ 820 $ 569 $ — $ 1,389 Expenditures for long-lived assets $ 1,990 $ 12,455 $ — $ 14,445 Amortization of deferred financing fees $ 430 $ 250 $ 198 $ 878 As of December 31, 2017 Total assets $ 254,202 $ 202,456 $ 97,287 $ 553,945 |
Schedule of revenues by major geographical region | Revenues earned by major geographical region were (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 135,918 $ 81,988 $ 62,552 Foreign: Trinidad & Tobago 14,171 14,294 14,107 US. Virgin Islands 11,991 10,606 9,355 British Virgin Islands 10,209 9,821 9,069 Curaçao 8,147 7,704 7,517 St. Maarten 8,270 7,698 7,396 Peru 6,835 7,599 7,529 Turks and Caicos 2,331 2,455 2,069 Canada 2,859 2,359 253 All other countries 2,756 1,084 916 Total foreign 67,569 63,620 58,211 Total revenues $ 203,487 $ 145,608 $ 120,763 |
Schedule of revenue from major customers | Revenues earned from major customers, which are all included within the Seven Seas Water reportable segment, were (in thousands): Year Ended December 31, 2019 2018 2017 Customer in Trinidad & Tobago $ 14,171 $ 14,294 $ 14,107 Percentage of total revenues |
Schedule of Long-lived assets by major geographic region | Long‑lived assets, which include property, plant and equipment, net and construction in process, by major geographic region were (in thousands): December 31, 2019 2018 United States $ 103,818 $ 80,386 Foreign: Trinidad & Tobago 35,501 39,030 US. Virgin Islands 28,054 25,314 British Virgin Islands 6,864 9,038 Anguilla 5,346 3,425 Turks and Caicos 2,989 2,914 All other countries 2,387 5,384 Total foreign 81,141 85,105 $ 184,959 $ 165,491 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data | |
Schedule of quarterly financial data | The following tables provides quarterly information for the years ended December 31, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended March 31 June 30 September 30 December 31 2019 Total revenues $ 46,562 $ 51,387 $ 52,947 $ 52,591 Gross profit 24,315 26,572 26,473 26,604 Income from operations 1,446 3,703 2,955 (126) Net loss (5,664) (3,475) (3,937) (6,999) Loss per share-basic and diluted (0.21) (0.13) (0.13) (0.22) Three Months Ended March 31 June 30 September 30 December 31 2018 Total revenues $ 32,514 $ 34,445 $ 36,824 $ 41,825 Gross profit 17,025 18,206 19,667 22,604 Loss from operations (2,549) (1,083) (1,159) (1,352) Net loss (6,346) (4,921) (2,732) (6,729) Loss per share-basic and diluted (0.24) (0.19) (0.10) (0.25) |
Description of the Business - C
Description of the Business - Corporate Reorganization (Details) | 12 Months Ended | |
Dec. 31, 2019segment | Dec. 31, 2019item | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||
Number of operating platforms | 2 | 2 |
Number of dealers and retailers | 260 | |
Minimum | ||
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||
Lease term | 3 years | 3 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash and Trade Receivables, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Cash | |||
Restricted cash, non-current | $ 4,233 | $ 4,153 | $ 4,269 |
Deemed restricted | 500 | 500 | |
Trade Receivables, net | |||
Allowance for doubtful accounts | 1,200 | 1,000 | |
Provision for Doubtful Accounts | 1,219 | 1,035 | 605 |
Write-offs of uncollectible accounts receivable | 1,000 | 1,000 | 700 |
Selling, General and Administrative Expenses | |||
Trade Receivables, net | |||
Provision for Doubtful Accounts | 1,200 | 1,000 | $ 600 |
Corporate Credit Agreement | |||
Restricted Cash | |||
Restricted cash, non-current | $ 3,700 | $ 3,700 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Summary of Significant Accounting Policies | ||
Finished goods | $ 6,093 | $ 7,367 |
Spare parts, supplies and miscellaneous equipment | 9,117 | 7,472 |
Raw materials | 1,650 | 357 |
Work in process | 525 | 300 |
Total | $ 17,385 | $ 15,496 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases | |
Impairment charges on right-of-use assets | $ 0 |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Lease, Practical Expedient, Lessor Single Lease Component [true false] | false |
Lessor, Operating Lease, Existence of Option to Extend [true false] | true |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Capitalized Contract Cost [Line Items] | |||
Contract cost amortization | $ 5,400 | $ 2,700 | $ 2,200 |
Contract assets impairment | 0 | 0 | |
Contract Acquisition Costs | |||
Capitalized Contract Cost [Line Items] | |||
Contract costs | 4,900 | 3,700 | |
Contract Fulfillment Costs | |||
Capitalized Contract Cost [Line Items] | |||
Contract costs | $ 6,200 | $ 1,500 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Building | Minimum | |
Property, Plant and Equipment | |
Useful lives | 5 years |
Building | Maximum | |
Property, Plant and Equipment | |
Useful lives | 20 years |
Building improvements | Maximum | |
Property, Plant and Equipment | |
Useful lives | 7 years |
Plants And Related Equipment | Minimum | |
Property, Plant and Equipment | |
Useful lives | 4 years |
Plants And Related Equipment | Maximum | |
Property, Plant and Equipment | |
Useful lives | 25 years |
Rental Equipment | Minimum | |
Property, Plant and Equipment | |
Useful lives | 7 years |
Rental Equipment | Maximum | |
Property, Plant and Equipment | |
Useful lives | 10 years |
Office Furniture And Fixtures And Equipment | Minimum | |
Property, Plant and Equipment | |
Useful lives | 3 years |
Office Furniture And Fixtures And Equipment | Maximum | |
Property, Plant and Equipment | |
Useful lives | 7 years |
Vehicles | Minimum | |
Property, Plant and Equipment | |
Useful lives | 3 years |
Vehicles | Maximum | |
Property, Plant and Equipment | |
Useful lives | 5 years |
Leasehold Improvements | Maximum | |
Property, Plant and Equipment | |
Useful lives | 7 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Note Receivable and Foreign Currency (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2016 | |
Note Receivable | ||||
Allowance for notes receivable | $ 0 | $ 0 | ||
Current portion of notes receivable | 7,561 | 6,538 | ||
Long-term receivables | 32,529 | 40,574 | ||
Undiscounted balance of notes receivable | 48,500 | |||
Acquisition Contingent Consideration | ||||
Contingent consideration | 3,370 | 3,109 | $ 50 | |
Foreign Currency | ||||
Foreign currency transaction gain (loss) | (43) | (155) | 190 | |
Foreign currency translation loss recorded in other comprehensive income | $ 271 | $ (404) | $ (17) | |
Minimum | ||||
Note Receivable | ||||
Notes receivable stated interest percentage | 7.50% | |||
Maximum | ||||
Note Receivable | ||||
Notes receivable stated interest percentage | 9.00% | |||
Seven Seas Water | ||||
Goodwill and Other Intangible Assets | ||||
Number of reportable units | item | 2 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Adoption of New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Other Nonoperating Income (Expense) [Abstract] | |||
Right-of-use assets | $ 10,721 | ||
Lease liabilities | 11,344 | ||
Retained Earnings (Accumulated Deficit) | $ (265,183) | $ (245,108) | |
ASU 2016-02 | Adjustment | |||
Other Nonoperating Income (Expense) [Abstract] | |||
Right-of-use assets | $ 8,700 | ||
Lease liabilities | 8,900 | ||
Straight-line rent liabilities to operating lease liabilities | $ 200 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Jonli Water Services, Inc. (Details) - USD ($) $ in Thousands | Dec. 16, 2019 | Jul. 15, 2019 | Mar. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets acquired: | ||||||
Goodwill | $ 198,889 | $ 190,999 | $ 99,495 | |||
Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life of intangible assets | 15 years | 20 years | ||||
Jonli Water Services, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 400 | |||||
Contingent consideration ultimate payout | 100 | |||||
Revenue | 15 | |||||
Net income | $ 3 | |||||
Assets acquired: | ||||||
Trade receivables | 65 | |||||
Inventory | 32 | |||||
Property, plant and equipment | 19 | |||||
Goodwill | 150 | |||||
Total assets acquired | 495 | |||||
Liabilities assumed: | ||||||
Deferred revenue | (60) | |||||
Other long-term liabilities | (10) | |||||
Total liabilities assumed | (70) | |||||
Net assets acquired | 425 | |||||
Jonli Water Services, Inc. | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Undiscounted range of outcomes for the post combination compensation payout | 0 | |||||
Jonli Water Services, Inc. | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Undiscounted range of outcomes for the post combination compensation payout | 100 | |||||
Jonli Water Services, Inc. | Selling, General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Transaction related costs | $ 50 | |||||
Jonli Water Services, Inc. | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life of intangible assets | 15 years | |||||
Assets acquired: | ||||||
Identified intangible assets | $ 229 |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - Pure Health Solutions, Inc (Details) $ / shares in Units, $ in Thousands | Jul. 15, 2019 | Dec. 18, 2018USD ($) | Mar. 01, 2018 | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares |
Business Acquisition [Line Items] | ||||||||||||||
Post combination payoff | $ 422 | $ 17,500 | ||||||||||||
Amortization expense | 22,600 | 13,400 | $ 8,300 | |||||||||||
Loss from operations | $ (126) | $ 2,955 | $ 3,703 | $ 1,446 | $ (1,352) | $ (1,159) | $ (1,083) | $ (2,549) | 7,978 | (6,143) | (8,066) | |||
Net loss | (6,999) | $ (3,937) | $ (3,475) | $ (5,664) | (6,729) | $ (2,732) | $ (4,921) | $ (6,346) | $ (20,075) | $ (20,728) | $ (24,894) | |||
Increased Loss per share | $ / shares | $ (0.69) | $ (0.78) | $ (0.94) | |||||||||||
Assets acquired: | ||||||||||||||
Goodwill | 198,889 | 190,999 | $ 198,889 | $ 190,999 | $ 99,495 | |||||||||
Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount rate for PV of Expected cash flow | 11.80% | |||||||||||||
Weighted average useful life of intangible assets | 15 years | 20 years | ||||||||||||
Trade names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Weighted average useful life of intangible assets | 12 years | |||||||||||||
Non-compete agreements | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount rate for PV of Expected cash flow | 11.80% | |||||||||||||
Weighted average useful life of intangible assets | 5 years | 5 years | ||||||||||||
Pure Health Solutions, Inc | Selling, General and Administrative Expenses | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Transaction related costs | 100 | 1,800 | ||||||||||||
Quench | Pure Health Solutions, Inc | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | $ 56,600 | |||||||||||||
Cash paid for acquisition | 39,100 | |||||||||||||
Purchase price adjustment | 1,600 | |||||||||||||
Post combination payoff | $ 17,500 | |||||||||||||
Contract liabilities discount rate | 7 | |||||||||||||
Indemnification liability | $ 800 | |||||||||||||
Indemnification asset | 800 | |||||||||||||
Restructuring charges | 100 | 900 | ||||||||||||
Restructuring accrual | $ 0 | $ 800 | $ 0 | 800 | ||||||||||
Assets acquired: | ||||||||||||||
Cash and cash equivalents | 260 | |||||||||||||
Trade receivables | 1,167 | |||||||||||||
Inventory | 1,603 | |||||||||||||
Prepaid expenses and other current assets | 447 | |||||||||||||
Property, plant and equipment | 6,945 | |||||||||||||
Deferred tax assets | 108 | |||||||||||||
Identified intangible assets | 21,409 | |||||||||||||
Goodwill | 26,473 | |||||||||||||
Total assets acquired | 62,548 | |||||||||||||
Liabilities assumed: | ||||||||||||||
Accounts payable and accrued liabilities | (22,652) | |||||||||||||
Deferred revenue | (329) | |||||||||||||
Other long-term liabilities | (450) | |||||||||||||
Total liabilities assumed | (23,431) | |||||||||||||
Net assets acquired | 39,117 | |||||||||||||
Quench | Pure Health Solutions, Inc | Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount rate for PV of Expected cash flow | 15.80% | 15.80% | ||||||||||||
Weighted average useful life of intangible assets | 15 years | |||||||||||||
Quench | Pure Health Solutions, Inc | Trade names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount rate for PV of Expected cash flow | 15.80% | 15.80% | ||||||||||||
Weighted average useful life of intangible assets | 12 years | |||||||||||||
Assets acquired: | ||||||||||||||
Identified intangible assets | 2,360 | |||||||||||||
Quench | Pure Health Solutions, Inc | Non-compete agreements | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount rate for PV of Expected cash flow | 15.80% | 15.80% | ||||||||||||
Weighted average useful life of intangible assets | 5 years | |||||||||||||
Assets acquired: | ||||||||||||||
Identified intangible assets | $ 1,776 | |||||||||||||
Quench | Pure Health Solutions, Inc | Selling, General and Administrative Expenses | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Amortization expense | $ 1,100 | |||||||||||||
Quench | Pure Health Solutions, Inc | Adjustment | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Loss from operations | 1,100 | 1,100 | 1,100 | |||||||||||
Net loss | $ 1,100 | $ 1,100 | $ 1,100 | |||||||||||
Increased Loss per share | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - FB Global Development, Inc., d/b/a Bluline (Details) - USD ($) $ in Thousands | Jul. 15, 2019 | Dec. 03, 2018 | Mar. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets acquired: | ||||||
Goodwill | $ 198,889 | $ 190,999 | $ 99,495 | |||
Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Discount Rate, For Present Value Of Expected Cash Flow | 11.80% | |||||
Weighted average useful life of intangible assets | 15 years | 20 years | ||||
Non-compete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Discount Rate, For Present Value Of Expected Cash Flow | 11.80% | |||||
Weighted average useful life of intangible assets | 5 years | 5 years | ||||
Quench | FB Global Development, Inc., d/b/a Bluline | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisition | $ 2,500 | |||||
Acquisition payable | 300 | |||||
Assets acquired: | ||||||
Trade receivables | 90 | |||||
Inventory | 345 | |||||
Property, plant and equipment | 331 | |||||
Goodwill | 645 | |||||
Total assets acquired | 2,873 | |||||
Liabilities assumed: | ||||||
Deferred revenue | (10) | |||||
Total liabilities assumed | (10) | |||||
Net assets acquired | 2,863 | |||||
Quench | FB Global Development, Inc., d/b/a Bluline | Selling, General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Transaction related costs | $ 9 | |||||
Quench | FB Global Development, Inc., d/b/a Bluline | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Discount Rate, For Present Value Of Expected Cash Flow | 20.00% | |||||
Weighted average useful life of intangible assets | 20 years | |||||
Assets acquired: | ||||||
Identified intangible assets | 1,292 | |||||
Quench | FB Global Development, Inc., d/b/a Bluline | Non-compete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Discount Rate, For Present Value Of Expected Cash Flow | 20.00% | |||||
Weighted average useful life of intangible assets | 5 years | |||||
Assets acquired: | ||||||
Identified intangible assets | $ 170 |
Business Combinations and Ass_6
Business Combinations and Asset Acquisitions - AUC Acquisition Holdings (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 15, 2019 | Nov. 01, 2018 | Mar. 01, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration | $ 3,370 | $ 3,109 | $ 3,370 | $ 3,109 | $ 50 | |||||||||
Depreciation | 26,200 | 18,400 | 16,500 | |||||||||||
Amortization expense | 22,600 | 13,400 | 8,300 | |||||||||||
Loss from operations | (126) | $ 2,955 | $ 3,703 | $ 1,446 | (1,352) | $ (1,159) | $ (1,083) | $ (2,549) | 7,978 | (6,143) | (8,066) | |||
Net loss | (6,999) | $ (3,937) | $ (3,475) | $ (5,664) | (6,729) | $ (2,732) | $ (4,921) | $ (6,346) | $ (20,075) | $ (20,728) | $ (24,894) | |||
Increased Loss per share | $ (0.69) | $ (0.78) | $ (0.94) | |||||||||||
Assets acquired: | ||||||||||||||
Goodwill | $ 198,889 | $ 190,999 | $ 198,889 | $ 190,999 | $ 99,495 | |||||||||
Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount Rate, For Present Value Of Expected Cash Flow | 11.80% | |||||||||||||
Weighted average useful life of intangible assets | 15 years | 20 years | ||||||||||||
Trade names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Weighted average useful life of intangible assets | 12 years | |||||||||||||
Non-compete agreements | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount Rate, For Present Value Of Expected Cash Flow | 11.80% | |||||||||||||
Weighted average useful life of intangible assets | 5 years | 5 years | ||||||||||||
Cost of revenues | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Depreciation | 25,400 | 15,800 | $ 14,400 | |||||||||||
AUC Acquisition Holdings | Selling, General and Administrative Expenses | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Transaction related costs | $ 100 | $ 1,300 | ||||||||||||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | $ 130,900 | |||||||||||||
Cash paid for acquisition | 127,000 | |||||||||||||
Working capital adjustment | $ 400 | |||||||||||||
Number of shares issued in acquisition | 122 | |||||||||||||
Value of shares issued in acquisition | $ 2,000 | |||||||||||||
Contingent consideration | 1,900 | |||||||||||||
Contingent consideration range of outcomes minimum | 0 | |||||||||||||
Contingent consideration range of outcomes maximum | 2,000 | |||||||||||||
Assets acquired: | ||||||||||||||
Cash and cash equivalents | 849 | |||||||||||||
Trade receivables | 1,763 | |||||||||||||
Inventory | 2,642 | |||||||||||||
Current portion of long-term receivables | 521 | |||||||||||||
Prepaid expenses and other current assets | 1,673 | |||||||||||||
Property, plant and equipment | 39,848 | |||||||||||||
Other assets | 25 | |||||||||||||
Long-term receivables | 306 | |||||||||||||
Goodwill | 64,447 | |||||||||||||
Total assets acquired | 149,454 | |||||||||||||
Liabilities assumed: | ||||||||||||||
Accounts payable and accrued liabilities | (4,286) | |||||||||||||
Deferred revenue | (1,021) | |||||||||||||
Other long-term liabilities | (1,706) | |||||||||||||
Deferred tax liabilities | (11,541) | |||||||||||||
Total liabilities assumed | (18,554) | |||||||||||||
Net assets acquired | 130,900 | |||||||||||||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount Rate, For Present Value Of Expected Cash Flow | 10.90% | 10.90% | ||||||||||||
Weighted average useful life of intangible assets | 19 years | |||||||||||||
Assets acquired: | ||||||||||||||
Identified intangible assets | 31,740 | |||||||||||||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Trade names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount Rate, For Present Value Of Expected Cash Flow | 10.90% | 10.90% | ||||||||||||
Weighted average useful life of intangible assets | 15 years | |||||||||||||
Assets acquired: | ||||||||||||||
Identified intangible assets | 2,680 | |||||||||||||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Non-compete agreements | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount Rate, For Present Value Of Expected Cash Flow | 10.90% | 10.90% | ||||||||||||
Weighted average useful life of intangible assets | 4 years 10 months 24 days | |||||||||||||
Assets acquired: | ||||||||||||||
Identified intangible assets | 2,090 | |||||||||||||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Backlogs | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount Rate, For Present Value Of Expected Cash Flow | 10.90% | 10.90% | ||||||||||||
Weighted average useful life of intangible assets | 8 months 12 days | |||||||||||||
Assets acquired: | ||||||||||||||
Identified intangible assets | $ 870 | |||||||||||||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Adjustment | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Loss from operations | $ (600) | |||||||||||||
Net loss | $ (600) | |||||||||||||
Increased Loss per share | $ (0.02) | |||||||||||||
Assets acquired: | ||||||||||||||
Goodwill | $ 500 | $ 500 | ||||||||||||
Liabilities assumed: | ||||||||||||||
Deferred tax liabilities | $ (500) | (500) | ||||||||||||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Adjustment | Cost of revenues | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Depreciation | 700 | |||||||||||||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Adjustment | Selling, General and Administrative Expenses | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Amortization expense | $ (100) |
Business Combinations and Ass_7
Business Combinations and Asset Acquisitions - Alpine Water System, LLC (Details) - USD ($) $ in Thousands | Jul. 15, 2019 | Aug. 06, 2018 | Mar. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Contingent consideration | $ 3,370 | $ 3,109 | $ 50 | |||
Assets acquired: | ||||||
Goodwill | 198,889 | 190,999 | $ 99,495 | |||
Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Discounted rate | 12.90% | |||||
Weighted average useful life of intangible assets | 15 years | 20 years | ||||
Non-compete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Discounted rate | 12.90% | |||||
Weighted average useful life of intangible assets | 5 years | 5 years | ||||
Alpine Water System, LLC | Selling, General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Transaction related costs | 0 | $ 600 | ||||
Quench | Alpine Water System, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 15,000 | |||||
Cash paid for acquisition | 14,500 | |||||
Working capital adjustment | 100 | |||||
Notes payable | 400 | |||||
Contingent consideration | 100 | |||||
Contingent consideration range of outcomes minimum | 0 | |||||
Contingent consideration range of outcomes maximum | 300 | |||||
Contingent consideration ultimate payout | $ 400 | |||||
Assets acquired: | ||||||
Trade receivables | 556 | |||||
Inventory | 141 | |||||
Prepaid expenses and other current assets | 153 | |||||
Property, plant and equipment | 1,562 | |||||
Goodwill | 6,006 | |||||
Total assets acquired | 15,847 | |||||
Liabilities assumed: | ||||||
Accounts payable and accrued liabilities | (295) | |||||
Deferred revenue | (565) | |||||
Total liabilities assumed | (860) | |||||
Net assets acquired | 14,987 | |||||
Quench | Alpine Water System, LLC | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Undiscounted range of outcomes for the post combination compensation payout | 0 | |||||
Quench | Alpine Water System, LLC | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Undiscounted range of outcomes for the post combination compensation payout | 1,100 | |||||
Quench | Alpine Water System, LLC | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Discounted rate | 13.40% | |||||
Weighted average useful life of intangible assets | 15 years | |||||
Assets acquired: | ||||||
Identified intangible assets | 6,280 | |||||
Quench | Alpine Water System, LLC | Non-compete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Discounted rate | 13.40% | |||||
Weighted average useful life of intangible assets | 5 years | |||||
Assets acquired: | ||||||
Identified intangible assets | $ 1,149 |
Business Combinations and Ass_8
Business Combinations and Asset Acquisitions - Wa-2 Water Company Ltd (Details) - USD ($) $ in Thousands | Jul. 15, 2019 | Mar. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets acquired: | |||||
Goodwill | $ 198,889 | $ 190,999 | $ 99,495 | ||
Customer relationships | |||||
Liabilities assumed: | |||||
Discounted rate | 12.90% | ||||
Weighted average useful life of intangible assets | 15 years | 20 years | |||
Trade names | |||||
Liabilities assumed: | |||||
Discounted rate | 12.90% | ||||
Weighted average useful life of intangible assets | 12 years | ||||
Non-compete agreements | |||||
Liabilities assumed: | |||||
Discounted rate | 12.90% | ||||
Weighted average useful life of intangible assets | 5 years | 5 years | |||
Quench Canada Inc | Wa-2 Water Company Ltd | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 5,100 | ||||
Working capital adjustment | 5 | ||||
Amount held in escrow by third party | $ 300 | ||||
Escrow deposit period | 1 year | ||||
Assets acquired: | |||||
Trade receivables | $ 134 | ||||
Inventory | 158 | ||||
Prepaid expenses and other current assets | 6 | ||||
Property, plant and equipment | 424 | ||||
Goodwill | 2,239 | ||||
Total assets acquired | 5,520 | ||||
Liabilities assumed: | |||||
Accounts payable and accrued liabilities | (86) | ||||
Deferred revenue | (328) | ||||
Total liabilities assumed | (414) | ||||
Net assets acquired | 5,106 | ||||
Quench Canada Inc | Wa-2 Water Company Ltd | Customer relationships | |||||
Assets acquired: | |||||
Identified intangible assets | 1,561 | ||||
Quench Canada Inc | Wa-2 Water Company Ltd | Trade names | |||||
Assets acquired: | |||||
Identified intangible assets | 700 | ||||
Quench Canada Inc | Wa-2 Water Company Ltd | Non-compete agreements | |||||
Assets acquired: | |||||
Identified intangible assets | $ 298 | ||||
Selling, General and Administrative Expenses | Wa-2 Water Company Ltd | |||||
Business Acquisition [Line Items] | |||||
Transaction related costs | $ 0 | $ 100 |
Business Combinations and Ass_9
Business Combinations and Asset Acquisitions - Wellsys USA Corporation (Details) - Quench - Wellsys - USD ($) $ in Thousands | Sep. 08, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Purchase price | $ 6,900 | |||
Working capital adjustment | $ 165 | |||
Selling, General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Transaction related costs | $ 0 | $ 0 | $ 31 |
Business Combinations and As_10
Business Combinations and Asset Acquisitions - Proforma financial information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenues | $ 203,905 | $ 188,370 | $ 175,643 |
Net loss | $ (20,094) | $ (26,797) | $ (30,051) |
Loss per share | $ (0.69) | $ (1.01) | $ (1.14) |
Common Stock, Shares, Outstanding | 31,838 | 26,780 |
Business Combinations and As_11
Business Combinations and Asset Acquisitions - Mirex AquaPure Solutions (Details) - USD ($) $ in Thousands | Oct. 01, 2019 | Jul. 15, 2019 | Mar. 01, 2018 | Dec. 31, 2019 |
Customer relationships | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discounted rate | 12.90% | |||
Weighted average useful life of acquired customer relationships | 15 years | 20 years | ||
Non-compete agreements | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discounted rate | 12.90% | |||
Weighted average useful life of acquired customer relationships | 5 years | 5 years | ||
Mirex AquaPure Solutions | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total purchase price | $ 11,600 | |||
Purchase price paid | 10,300 | |||
Payable paid in year one | $ 900 | |||
Payable period one | 1 year | |||
Payable paid in year two | $ 300 | |||
Payable Period Two | 2 years | |||
Asset acquisition contingent liability | $ 100 | |||
Contingent consideration liability measurement period | 1 year | |||
Asset acquisition related costs | $ 12 | |||
Mirex AquaPure Solutions | Customer relationships | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discounted rate | 11.30% | |||
Weighted average useful life of acquired customer relationships | 15 years | |||
Mirex AquaPure Solutions | Non-compete agreements | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discounted rate | 11.30% | |||
Weighted average useful life of acquired customer relationships | 5 years | |||
Mirex AquaPure Solutions | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability outcome range | $ 0 | |||
Mirex AquaPure Solutions | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability outcome range | 100 | |||
Mirex AquaPure Solutions | Nonrecurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trade receivables | 486 | |||
Property, plant and equipment | 562 | |||
Inventory | 92 | |||
Deferred revenue | (152) | |||
Net assets acquired | 11,594 | |||
Mirex AquaPure Solutions | Nonrecurring | Customer relationships | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Finite-lived intangible assets | 10,334 | |||
Mirex AquaPure Solutions | Nonrecurring | Non-compete agreements | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Finite-lived intangible assets | $ 272 |
Business Combinations and As_12
Business Combinations and Asset Acquisitions - Carolina Pure Water Systems, LLC (Details) - USD ($) $ in Thousands | Jul. 15, 2019 | Mar. 01, 2018 | Dec. 31, 2019 |
Customer relationships | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate for PV of Expected cash flow | 11.80% | ||
Weighted average useful life of intangible assets | 15 years | 20 years | |
Non-compete agreements | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate for PV of Expected cash flow | 11.80% | ||
Weighted average useful life of intangible assets | 5 years | 5 years | |
Quench | Carolina Pure | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Aggregate purchase price | $ 7,300 | ||
Cash | 6,800 | ||
Payables | $ 500 | ||
Payable period one | 1 year | ||
Acquisition related cost | $ 13 | ||
Quench | Carolina Pure | Nonrecurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trade receivables | $ 137 | ||
Property, plant and equipment | 1,350 | ||
Inventory | 39 | ||
Deferred revenue | (230) | ||
Net assets acquired | 7,325 | ||
Quench | Carolina Pure | Customer relationships | Nonrecurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Finite-lived intangible assets | 4,812 | ||
Quench | Carolina Pure | Non-compete agreements | Nonrecurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Finite-lived intangible assets | $ 1,217 |
Business Combinations and As_13
Business Combinations and Asset Acquisitions - Aguaman, Inc. (Details) - USD ($) $ in Thousands | Jul. 15, 2019 | Jun. 01, 2019 | Mar. 01, 2018 | Dec. 31, 2019 |
Customer relationships | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discounted rate | 12.90% | |||
Weighted average useful life of acquired customer relationships | 15 years | 20 years | ||
Quench | Aguaman | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total purchase price | $ 1,500 | |||
Purchase price paid | 1,100 | |||
Payables | $ 200 | |||
Payable period one | 1 year | |||
Contingent consideration liability measurement period | 1 year | |||
Asset acquisition related costs | $ 8 | |||
Quench | Aguaman | Customer relationships | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discounted rate | 13.00% | |||
Weighted average useful life of acquired customer relationships | 12 years | |||
Quench | Aguaman | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability outcome range | $ 0 | |||
Quench | Aguaman | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability outcome range | 200 | |||
Quench | Aguaman | Nonrecurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trade receivables | 62 | |||
Property, plant and equipment | 49 | |||
Inventory | 6 | |||
Deferred revenue | (37) | |||
Net assets acquired | 1,544 | |||
Quench | Aguaman | Nonrecurring | Customer relationships | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Finite-lived intangible assets | $ 1,464 |
Business Combinations and As_14
Business Combinations and Asset Acquisitions - Flowline Canada, Inc. and Pure Planet Water, Inc. (Details) - USD ($) $ in Thousands | Dec. 02, 2019 | Oct. 01, 2019 | Jul. 15, 2019 | Mar. 01, 2018 | Dec. 31, 2019 |
Customer relationships | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Discounted rate | 12.90% | ||||
Weighted average useful life of acquired customer relationships | 15 years | 20 years | |||
Flowline Canada, Inc. and Pure Planet Water, Inc. | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Asset acquisition related costs | $ 27 | ||||
Flowline Canada, Inc. and Pure Planet Water, Inc. | Customer relationships | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Weighted average useful life of acquired customer relationships | 15 years | ||||
Flowline Canada, Inc. and Pure Planet Water, Inc. | Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Trade receivables | $ 23 | ||||
Property, plant and equipment | 89 | ||||
Inventory | 23 | ||||
Deferred revenue | (13) | ||||
Net assets acquired | 1,097 | ||||
Flowline Canada, Inc. and Pure Planet Water, Inc. | Nonrecurring | Customer relationships | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Finite-lived intangible assets | 975 | ||||
Flowline | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total purchase price | $ 900 | ||||
Purchase price paid | 800 | ||||
Payable paid in year one | $ 100 | ||||
Payable period one | 1 year | ||||
Pure Planet Water, Inc. | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total purchase price | 200 | ||||
Purchase price paid | 100 | ||||
Payable paid in year one | $ 100 | ||||
Payable period one | 1 year |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 52,591 | $ 52,947 | $ 51,387 | $ 46,562 | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 203,487 | $ 145,608 | $ 120,763 |
Bulk water | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 60,460 | 57,262 | 53,436 | ||||||||
Water Delivery | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 36,771 | 35,950 | 33,986 | ||||||||
Operating and maintenance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 23,689 | 21,312 | 19,450 | ||||||||
Rental | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 94,282 | 64,216 | 52,997 | ||||||||
Financing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 3,671 | 4,025 | 4,534 | ||||||||
Product sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 45,074 | 20,105 | 9,796 | ||||||||
Construction of plants | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 9,418 | 2,817 | |||||||||
Sale of equipment, coffee and consumables | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 35,656 | 17,288 | 9,796 | ||||||||
Seven Seas Water | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 88,337 | 66,422 | 57,970 | ||||||||
Seven Seas Water | Bulk water | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 60,460 | 57,262 | 53,436 | ||||||||
Seven Seas Water | Water Delivery | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 36,771 | 35,950 | 33,986 | ||||||||
Seven Seas Water | Operating and maintenance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 23,689 | 21,312 | 19,450 | ||||||||
Seven Seas Water | Rental | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 14,788 | 2,318 | |||||||||
Seven Seas Water | Financing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 3,671 | 4,025 | 4,534 | ||||||||
Seven Seas Water | Product sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 9,418 | 2,817 | |||||||||
Seven Seas Water | Construction of plants | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 9,418 | 2,817 | |||||||||
Quench | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 115,150 | 79,186 | 62,793 | ||||||||
Quench | Rental | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 79,494 | 61,898 | 52,997 | ||||||||
Quench | Product sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 35,656 | 17,288 | 9,796 | ||||||||
Quench | Sale of equipment, coffee and consumables | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 35,656 | $ 17,288 | $ 9,796 |
Revenue - Contract Assets And L
Revenue - Contract Assets And Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contract assets | ||
Trade receivables, net | $ 26,755 | $ 21,437 |
Current portion of long-term receivables | 7,561 | 6,538 |
Long-term receivables | 32,529 | 40,574 |
Total contract assets | 66,845 | 68,549 |
Contract liabilities | ||
Deferred revenue, current | 4,810 | 3,890 |
Deferred revenue, non-current | 11,232 | 10,690 |
Total contract liabilities | 16,042 | 14,580 |
Changes in contract assets and liabilities | ||
Revenue recognized that was included in the contract liability balance at the beginning of respective period | 5,139 | |
Deferred revenue acquired during the period | (491) | |
Contract assets impairment | $ 0 | $ 0 |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 59,694 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 50,670 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 50,670 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 50,670 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 50,383 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | |
Revenue, remaining performance obligation | $ 282,502 |
Property, Plant and Equipment a
Property, Plant and Equipment and Construction in Progress - Property By Type (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | $ 257,426 | $ 238,944 |
Less: accumulated depreciation | (90,253) | (88,880) |
Property, plant and equipment, net | 167,173 | 150,064 |
Construction in progress | 17,786 | 15,427 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 3,155 | 3,155 |
Building and Building Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 1,653 | 2,024 |
Plants And Related Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 113,796 | 125,994 |
Rental Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 121,145 | 94,474 |
Office Furniture And Fixtures And Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 7,664 | 6,642 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 7,175 | 4,914 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | $ 2,838 | $ 1,741 |
Property, Plant and Equipment_2
Property, Plant and Equipment and Construction in Progress - Capitalized Interest and Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Interest Costs Capitalized | $ 300 | $ 100 | $ 100 |
Depreciation | 26,200 | 18,400 | 16,500 |
Gain on sale of property, plant and equipment | 1,242 | (1,563) | (1,468) |
Cost of revenues | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 25,400 | $ 15,800 | $ 14,400 |
Property, Plant and Equipment_3
Property, Plant and Equipment and Construction in Progress - Leased and Held For Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 167,173 | $ 150,064 |
Accumulated depreciation | 90,253 | 88,880 |
Assets On Lease | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 83,700 | 69,300 |
Accumulated depreciation | 30,700 | 21,900 |
Assets On Hold For Lease | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 3,600 | 1,800 |
Accumulated depreciation | $ 3,100 | $ 1,500 |
Property, Plant and Equipment_4
Property, Plant and Equipment and Construction in Progress - Sale of Property (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||||
Proceeds from sale of fixed assets | $ 3,831 | $ 680 | $ 22 | |
Property, plant and equipment, net | $ 167,173 | 167,173 | 150,064 | |
Gain on sale of property, plant and equipment | 1,242 | $ (1,563) | $ (1,468) | |
Curacao Customer | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from sale of fixed assets | 3,500 | |||
Property, plant and equipment, net | 1,000 | 1,000 | ||
Asset Retirement Obligation | 700 | $ 700 | ||
Gain on sale of property, plant and equipment | $ 3,200 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease Cost | |
Operating lease cost | $ 2,824 |
Short-term lease cost | 512 |
Variable lease cost | 12 |
Total lease cost | $ 3,348 |
Weighted-average remaining lease term | 6 years 8 months 12 days |
Weighted-average discount rate | 10.00% |
Cash paid for operating lease | $ 2,400 |
Leases - Maturities of operatin
Leases - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2020 | $ 2,615 | |
2021 | 2,630 | |
2022 | 2,486 | |
2023 | 2,066 | |
2024 | 1,730 | |
Thereafter | 4,575 | |
Total future minimum lease payments | 16,102 | |
Less imputed lease interest | (4,758) | |
Total lease liabilities | $ 11,344 | |
2019 | $ 2,097 | |
2020 | 905 | |
2021 | 990 | |
2022 | 856 | |
2023 | 773 | |
Thereafter | 5,117 | |
Total future minimum lease payments | $ 10,738 |
Leases - Lease Income (Details)
Leases - Lease Income (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease income: sales-type leases | |
Interest income on lease receivables | $ 183 |
Total lease income: sales-type leases | 183 |
Lease income: operating leases | 94,282 |
Total lease income | $ 94,465 |
Leases - Future minimum rental
Leases - Future minimum rental revenues (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Future minimum rental revenues to be generated from the leased assets under non-cancelable operating | |
2020 | $ 63,658 |
2021 | 37,959 |
2022 | 24,663 |
2023 | 16,457 |
2024 | 6,422 |
Thereafter | $ 1,802 |
Leases - sales-type lease recei
Leases - sales-type lease receivables (Details) $ in Thousands | Dec. 31, 2019USD ($) |
sales-type lease receivables | |
2020 | $ 764 |
2021 | 602 |
2022 | 473 |
2023 | 413 |
Total future minimum lease payments | 2,252 |
Less imputed lease interest | (286) |
Total sales-type lease receivables | $ 1,966 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||
Loss from domestic operations | $ (2,065) | $ (19,478) | $ (21,120) |
(Loss) income from foreign operations | (15,803) | (2,561) | (333) |
Loss before income tax expense (benefit) | (17,868) | (22,039) | (21,453) |
Current: | |||
State | 126 | 10 | |
Foreign | 3,043 | 1,966 | 1,953 |
Deferred: | |||
Federal | (91) | 23 | 143 |
State | (55) | 4 | 51 |
Foreign | (816) | (3,314) | 1,294 |
Income tax expense | 2,207 | (1,311) | $ 3,441 |
Income taxes payable | $ 5,200 | $ 4,300 |
Income Taxes - Reconciliation I
Income Taxes - Reconciliation Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of statutory federal income tax | |||
Federal income tax rate | 21.00% | 21.00% | 35.00% |
State income taxes, net of federal tax effect | (2.00%) | 7.50% | 1.20% |
Foreign income tax rate differences | (25.00%) | (7.30%) | (15.00%) |
Change in statutory tax rate | 0.50% | (36.80%) | |
Valuation allowance offsetting statutory tax rate change | (0.50%) | 37.50% | |
Change in valuation allowance | (8.30%) | (11.90%) | (42.00%) |
Disallowed interest income (expense) | 4.30% | 4.80% | 11.30% |
Withholding taxes | (7.10%) | (5.00%) | (3.90%) |
Share-based compensation | 0.40% | (2.10%) | (2.80%) |
Economic development program | (0.40%) | 0.40% | (0.50%) |
Deferred revenue | 3.90% | ||
Disallowed expenses | (0.20%) | (1.80%) | |
Uncertain tax positions | 0.70% | 0.60% | 0.60% |
Other items, net | 0.30% | (0.30%) | (0.60%) |
Effective tax rate | (12.40%) | 5.90% | (16.00%) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
U.S. Federal and state net operating loss carryforwards | $ 33,442 | $ 31,877 |
Foreign net operating loss carryforwards | 9,394 | 12,009 |
Property, plant and equipment, net | 1,749 | 901 |
Share-based compensation | 4,216 | 4,149 |
Intercompany payables | 9,119 | 5,853 |
Deferred Tax Assets, Deferred Income | 1,736 | 4,299 |
Lease liability | 2,592 | |
Other | 2,207 | 1,433 |
Deferred Tax Assets Gross | 64,455 | 60,521 |
Less: valuation allowance | (28,472) | (25,100) |
Total net deferred tax assets | 35,983 | 35,421 |
Deferred tax liability: | ||
Property, plant and equipment, net | (25,245) | (22,054) |
Intangible assets, net | (19,594) | (25,891) |
Lease asset | (2,436) | |
Other | (1,167) | (1,750) |
Total deferred tax liabilities | (48,442) | (49,695) |
Net deferred tax liability | $ (12,459) | $ (14,274) |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Federal | ||
Net operating loss carryforwards | ||
Net operating loss carryforwards | $ 129.1 | $ 123.6 |
Net operating loss carryforwards not subject to Expiration | 1.3 | 27.9 |
State | ||
Net operating loss carryforwards | ||
Net operating loss carryforwards | 126.9 | 88 |
Foreign | ||
Net operating loss carryforwards | ||
Net operating loss carryforwards | 39.1 | 45.2 |
undistributed earnings reinvest internationally | $ 264.6 | 245.5 |
Trinidad Chile And Peru | ||
Net operating loss carryforwards | ||
Net operating loss carryforwards not subject to Expiration | $ 7.1 |
Income Taxes - Tax Cuts and Job
Income Taxes - Tax Cuts and Jobs Act and Uncertain Income Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Federal income tax rate | 21.00% | 21.00% | 35.00% | |
Income tax expense resulting from remeasurement of net deferred tax assets due to TCJ Act | $ 7,900 | |||
Income tax benefit resulting from remeasurement of deferred tax asset valuation allowance due to TCJ Act | 8,000 | |||
Income tax benefit due to TCJ Act | $ 100 | |||
Deferred Tax Assets, Valuation Allowance | $ 28,472 | 25,100 | ||
Increase (decrease) in valuation allowance | 3,400 | |||
Unrecognized tax benefit offset against NOL deferred tax asset | 100 | 3,900 | ||
Unrecognized tax benefits indemnified | 600 | 700 | ||
Accumulated income tax penalties and interest | 200 | 300 | ||
Accrued income tax penalties and interest | 900 | 1,000 | ||
Income tax indemnification receivable | 900 | 1,000 | ||
Interest and penalties recognized | 100 | 100 | 200 | |
Reconciliation of unrecognized tax benefits | ||||
Unrecognized Tax Benefits, Beginning Balance | $ 697 | 4,595 | 128 | |
Decrease related to prior year position | (3,806) | |||
Additions related to acquisitions | 4 | 4,512 | ||
Lapse of statute of limitations | (96) | (45) | ||
Unrecognized Tax Benefits, Ending Balance | $ 697 | $ 4,595 | $ 128 | |
Forecast | ||||
Decrease in unrecognized tax benefits | $ 200 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in carrying amount of goodwill | |||
Balance at beginning of the year | $ 190,999 | $ 99,495 | |
Foreign currency translation | 100 | (146) | |
Balance at end of the year | 198,889 | 190,999 | $ 99,495 |
Impairment of goodwill | 0 | 0 | 0 |
Wa-2 Water Company Ltd | |||
Changes in carrying amount of goodwill | |||
Acquisition | 2,239 | ||
Alpine Water System, LLC | |||
Changes in carrying amount of goodwill | |||
Acquisition | 6,034 | ||
Other acquisitions | (28) | ||
FB Global Development, Inc., d/b/a Bluline | |||
Changes in carrying amount of goodwill | |||
Acquisition | 645 | ||
AUC Acquisition Holdings | |||
Changes in carrying amount of goodwill | |||
Acquisition | 1,569 | 62,878 | |
Atlas HP | |||
Changes in carrying amount of goodwill | |||
Sale of Atlas High Purity Solutions | (520) | ||
Pure Health Solutions, Inc | |||
Changes in carrying amount of goodwill | |||
Acquisition | 6,099 | 20,374 | |
Jonli Water Services, Inc. | |||
Changes in carrying amount of goodwill | |||
Acquisition | 150 | ||
Seven Seas Water | |||
Changes in carrying amount of goodwill | |||
Balance at beginning of the year | 65,095 | 2,217 | |
Balance at end of the year | 66,664 | 65,095 | 2,217 |
Impairment of goodwill | 0 | 0 | |
Seven Seas Water | AUC Acquisition Holdings | |||
Changes in carrying amount of goodwill | |||
Acquisition | 1,569 | 62,878 | |
Quench | |||
Changes in carrying amount of goodwill | |||
Balance at beginning of the year | 125,904 | 97,278 | |
Foreign currency translation | 100 | (146) | |
Balance at end of the year | 132,225 | 125,904 | $ 97,278 |
Quench | Wa-2 Water Company Ltd | |||
Changes in carrying amount of goodwill | |||
Acquisition | 2,239 | ||
Quench | Alpine Water System, LLC | |||
Changes in carrying amount of goodwill | |||
Acquisition | 6,034 | ||
Other acquisitions | (28) | ||
Quench | FB Global Development, Inc., d/b/a Bluline | |||
Changes in carrying amount of goodwill | |||
Acquisition | 645 | ||
Quench | Atlas HP | |||
Changes in carrying amount of goodwill | |||
Sale of Atlas High Purity Solutions | (520) | ||
Quench | Pure Health Solutions, Inc | |||
Changes in carrying amount of goodwill | |||
Acquisition | 6,099 | $ 20,374 | |
Quench | Jonli Water Services, Inc. | |||
Changes in carrying amount of goodwill | |||
Acquisition | $ 150 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Reconciliation of gross amount and carrying value of goodwill | |||
Carrying value | 198,889 | 190,999 | 99,495 |
Seven Seas Water | |||
Goodwill | |||
Goodwill impairment | 0 | 0 | |
Reconciliation of gross amount and carrying value of goodwill | |||
Carrying value | 66,664 | 65,095 | 2,217 |
Quench | |||
Reconciliation of gross amount and carrying value of goodwill | |||
Gross amount | 159,578 | 153,257 | |
Accumulated impairment losses | (27,353) | (27,353) | |
Carrying value | $ 132,225 | $ 125,904 | $ 97,278 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Definite - lived intangible assets | ||
Accumulated Amortization | $ (68,159) | $ (45,597) |
Other Intangible Assets | ||
Gross Carrying Amount | 254,568 | 251,040 |
Carrying Value | 186,409 | 205,443 |
Trade names | ||
Indefinite - lived intangible assets | ||
Carrying Value | 275 | |
Customer relationships | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 193,607 | 188,850 |
Accumulated Amortization | (51,515) | (34,552) |
Carrying Value | 142,092 | 154,298 |
Off-market contract intangibles | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 39,800 | 39,800 |
Accumulated Amortization | (11,693) | (9,116) |
Carrying Value | 28,107 | 30,684 |
Trade names | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 11,816 | 13,505 |
Accumulated Amortization | (1,928) | (1,202) |
Carrying Value | 9,888 | 12,303 |
Trade names | Trade names | ||
Indefinite - lived intangible assets | ||
Carrying Value | 275 | |
Non-compete agreements | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 7,960 | 8,202 |
Accumulated Amortization | (1,965) | (578) |
Carrying Value | 5,995 | 7,624 |
Other | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 1,110 | 408 |
Accumulated Amortization | (1,058) | (149) |
Carrying Value | $ 52 | $ 259 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Amortization expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Other Intangible Assets | |||
Amortization expense | $ 22,600 | $ 13,400 | $ 8,300 |
Contra-revenue | 2,600 | 2,600 | 2,600 |
Future amortization expense | |||
2020 | 23,200 | ||
2021 | 21,600 | ||
2022 | 20,200 | ||
2023 | 19,300 | ||
2024 | 17,100 | ||
Impairment expense | |||
Impairment expense related to other intangible assets | $ 0 | $ 0 | $ 0 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities | ||
Employee-related liabilities | $ 6,043 | $ 7,872 |
income taxes | 5,184 | 4,337 |
Professional fees | 7,652 | 3,430 |
Acquisition-related liabilities | 3,070 | 2,707 |
Other accrued expenses | 7,954 | 6,770 |
Accrued liabilities | $ 29,903 | $ 25,116 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt - Table (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total carrying value of long-term debt | $ 318,174 | $ 322,310 |
Face value of long-term debt, current | 7,520 | 6,536 |
Less: Current portion of unamortized debt discounts and deferred financing fees | 29 | 42 |
Current portion of long-term debt, net of debt discounts and deferred financing fees | 7,491 | 6,494 |
Face value of long-term debt, non-current | 310,654 | 315,774 |
Less: Non-current portion of unamortized debt discounts and deferred financing fees | (1,550) | (2,559) |
Long-term debt, net of debt discounts and deferred financing fees | 309,104 | 313,215 |
Corporate Credit Agreement | ||
Debt Instrument [Line Items] | ||
Total carrying value of long-term debt | 300,000 | 300,000 |
BVI Loan Agreement | ||
Debt Instrument [Line Items] | ||
Total carrying value of long-term debt | 14,838 | 20,468 |
Vehicle Financing | ||
Debt Instrument [Line Items] | ||
Total carrying value of long-term debt | $ 3,336 | $ 1,842 |
Long-Term Debt - Corporate Cred
Long-Term Debt - Corporate Credit Agreement (Details) - USD ($) $ in Thousands | Dec. 20, 2018 | Nov. 01, 2018 | Nov. 17, 2017 | Aug. 04, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 03, 2018 |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ (1,389) | |||||||
Corporate Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 300,000 | $ 260,000 | $ 150,000 | $ 150,000 | ||||
Portion of credit facility represents fixed rate (in percentage) | 50.00% | |||||||
Fixed portion of credit facility maximum borrowing facility | $ 75,000 | |||||||
Fixed rate (as a percent) | 8.20% | |||||||
Portion of credit facility represents variable rate (in percentage) | 50.00% | |||||||
Amount of increase in borrowings | $ 40,000 | 110,000 | ||||||
Variable portion of credit facility maximum borrowing facility | $ 145,000 | $ 75,000 | ||||||
Variable rate basis spread reduction | 0.50% | |||||||
Weighted average interest rate | 8.00% | 7.70% | ||||||
Portion of debt with weighted average fixed interest rate | $ 115,000 | |||||||
Debt instrument face amount | $ 150,000 | |||||||
Loss on extinguishment of debt | $ (1,400) | |||||||
Corporate Credit Agreement | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate spread (as a percent) | 5.50% | 5.50% | 6.00% | 6.00% | ||||
Corporate Credit Agreement | Minimum | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate spread (as a percent) | 1.00% | 1.00% | 1.00% | 1.00% | ||||
Corporate Credit Agreement Tranche One | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of increase in borrowings | $ 70,000 | |||||||
Corporate Credit Agreement Tranche One | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate spread (as a percent) | 5.50% | |||||||
Corporate Credit Agreement Tranche One | Minimum | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate spread (as a percent) | 1.00% | |||||||
Corporate Credit Agreement Tranche Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Fixed rate (as a percent) | 8.70% | |||||||
Amount of increase in borrowings | $ 40,000 |
Long-Term Debt - BVI Loan Agree
Long-Term Debt - BVI Loan Agreement (Details) - BVI Loan Agreement - Seven Seas Water - BVI Acquiree $ in Thousands | Aug. 04, 2017 | Aug. 03, 2017 | Dec. 31, 2019installment | Oct. 31, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 11, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | $ 43,000 | |||||
Amount outstanding | $ 40,800 | |||||
Remaining borrowing capacity | $ 820 | |||||
Number of payments | installment | 26 | |||||
Weighted average interest rate | 5.10% | |||||
LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate spread (as a percent) | 3.00% | 3.50% | ||||
Variable rate basis spread reduction | 0.50% |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long-Term Debt | ||
2020 | $ 7,520 | |
2021 | 307,303 | |
2022 | 3,351 | |
Total face value of long-term debt | $ 318,174 | $ 322,310 |
Long-Term Debt - Other, Restric
Long-Term Debt - Other, Restricted Net Assets And Deferred Financing Fees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Restricted net assets | $ 0 | ||
Debt Issuance Costs, Net | 1,600 | $ 2,600 | $ 3,300 |
Amortization of deferred financing fees | 1,017 | 963 | 878 |
Interest Expense | |||
Debt Instrument [Line Items] | |||
Amortization of deferred financing fees | $ 1,000 | 1,000 | $ 1,000 |
Vehicle Financing | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Term (in years) | 3 years | ||
Minimum | Vehicle Financing | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.00% | ||
Maximum | Vehicle Financing | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.50% | ||
Seven Seas Water | |||
Debt Instrument [Line Items] | |||
Restricted net assets | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Asset transfers out of Level 1 into Level 2 | $ 0 | $ 0 |
Assets transfers out of Level 2 into Level 1 | 0 | 0 |
Asset transfers into (out of) Level 3 | 0 | 0 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Money market funds | 842 | 42,135 |
Acquisition contingent consideration | 3,370 | 3,109 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Money market funds | 842 | 42,135 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Acquisition contingent consideration | 3,370 | $ 3,109 |
Recurring | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Held-to-maturity securities | 68,767 | |
Recurring | US Treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Held-to-maturity securities | $ 68,767 |
Share-based Compensation - Opti
Share-based Compensation - Options to Purchase Ordinary Shares (Details) | Jan. 01, 2018 | Sep. 22, 2016shares | Dec. 31, 2019shares | Dec. 31, 2018shares | Dec. 31, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend | 0.00% | ||||
2016 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate number of shares by class authorized for grant under the Equity Incentive Plan | 5,000,000 | 8,200,000 | |||
Annual percentage increase in shares available for issuance | 4 | ||||
Employee Stock Option | Ordinary Share Units | 2016 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual term | 10 years | ||||
Vested Option expiration period after termination | 90 days | ||||
Granted | 0 | 0 | 78,000 | ||
Expected term | 6 years 3 months 18 days | ||||
Expected volatility | 31.20% | ||||
Risk-free rate | 2.10% | ||||
Minimum | Employee Stock Option | Ordinary Share Units | 2016 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting Period | 2 years | ||||
Maximum | Employee Stock Option | Ordinary Share Units | 2016 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting Period | 4 years |
Share-based Compensation - Acti
Share-based Compensation - Activity of options to purchase Ordinary shares (Details) - Employee Stock Option - Ordinary Share Units - 2016 Plan - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning balance | 3,587,000 | 3,685,000 | 3,741,000 |
Granted | 0 | 0 | 78,000 |
Exercised | (178,000) | (30,000) | (8,000) |
Forfeited | (13,000) | (32,000) | (99,000) |
Expired | (38,000) | (36,000) | (27,000) |
Outstanding ending balance | 3,358,000 | 3,587,000 | 3,685,000 |
Exercisable | 3,229,000 | ||
Weighted Average Exercise Price Per Share | |||
Outstanding beginning balance (in dollars per share) | $ 18.26 | $ 18.24 | $ 18.31 |
Granted (in dollars per share) | 16.07 | ||
Exercised (in dollars per share) | 17.37 | 14.60 | 9.05 |
Forfeited (in dollars per share) | 18.49 | 17.43 | 18.52 |
Expired (in dollars per share) | 22.26 | 19.92 | 23.53 |
Outstanding ending balance (in dollars per share) | 18.26 | $ 18.26 | 18.24 |
Exercisable (in dollars per share) | $ 18.28 | ||
Remaining weighted average contractual term for options outstanding | 6 years 8 months 12 days | ||
Remaining weighted average contractual term for options exercisable | 6 years 8 months 12 days | ||
Aggregated intrinsic value for outstanding | $ 30.1 | ||
Aggregate intrinsic value for options exercisable | 28.9 | ||
Unrecognized compensation expense | $ 0.6 | ||
Weighted-average remaining period (in years) | 7 months 6 days | ||
Weighted average grant date fair value (in dollars per share) | $ 5.62 |
Share-based Compensation - Rest
Share-based Compensation - Restricted Awards (Details) - Restricted Share and Restricted Share Unit Awards - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
2016 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning balance | 424 | 150 | 202 |
Granted in period | 407 | 430 | 57 |
Vested | (182) | (145) | (101) |
Forfeited | (24) | (11) | (8) |
Outstanding ending balance | 625 | 424 | 150 |
Weighted Average Exercise Price Per Share | |||
Unvested beginning balance - in dollars per share | $ 15.33 | $ 18.97 | $ 19.80 |
Granted (in dollars per share) | 20.76 | 15.30 | 17.33 |
Vested (in dollars per share) | 15.30 | 19.01 | 19.62 |
Forfeited (in dollars per share) | 18.09 | 15.23 | 19.97 |
Unvested ending balance - in dollars per share | $ 18.77 | $ 15.33 | $ 18.97 |
Contractual term | 0 years | ||
Granted | 407 | 430 | 57 |
Aggregate fair value | $ 8.5 | ||
Total unrecognized compensation expense | $ 9.6 | ||
Weighted-average remaining period (in years) | 1 year 6 months | ||
Minimum | 2016 Plan | |||
Weighted Average Exercise Price Per Share | |||
Vesting Period | 1 year | ||
Maximum | 2016 Plan | |||
Weighted Average Exercise Price Per Share | |||
Vesting Period | 4 years | ||
First Anniversary | |||
Weighted Average Exercise Price Per Share | |||
Vesting Percentage | 25.00% | ||
Thereafter | |||
Weighted Average Exercise Price Per Share | |||
Vesting Period | 3 years | ||
Vesting Percentage | 75.00% |
Share-Based Compensation - Empl
Share-Based Compensation - Employee Stock Purchase And Deferred Compensation Program (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 5,000,000 | $ 11,200,000 | $ 12,100,000 |
Tax benefit | $ 0 | $ 0 | 0 |
Phantom Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeited | 9,000 | ||
2016 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate number of shares by class authorized for grant under the Equity Incentive Plan | 900,000 | ||
Number of ordinary shares issued | 24,000 | ||
2016 ESPP | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of purchase price of ordinary shares | 85.00% | ||
Independent Directors Deferred Compensation Program | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Phantom shares awarded percentage | 120.00% | ||
Independent Directors Deferred Compensation Program | Phantom Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Phantom shares in equivalent ordinary shares | 12,000 | ||
Granted | 25,000 | ||
Aggregate fair value | $ 500,000 | ||
Number of ordinary shares issued | 12,000 | ||
Number of shares outstanding | 52,000 | ||
Independent Directors Deferred Compensation Program | Tranche 1 | Phantom Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 17,000 | ||
Vesting Period | 12 years | ||
Independent Directors Deferred Compensation Program | Tranche 2 | Phantom Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested | (8,000) | ||
Selling, General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 4,800,000 | $ 11,000,000 | 11,700,000 |
Cost of revenues | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 200,000 | $ 200,000 | $ 400,000 |
Scenario 1 | 2016 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares authorized for issuance | $ 1 | ||
Scenario 2 | 2016 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate number of shares by class authorized for grant under the Equity Incentive Plan | 200,000 |
Loss per Share (Details)
Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net loss | $ (6,999) | $ (3,937) | $ (3,475) | $ (5,664) | $ (6,729) | $ (2,732) | $ (4,921) | $ (6,346) | $ (20,075) | $ (20,728) | $ (24,894) |
Denominator: | |||||||||||
Weighted-average ordinary shares outstanding - basic and diluted | 29,212 | 26,583 | 26,426 | ||||||||
Loss per share - basic and diluted | $ (0.22) | $ (0.13) | $ (0.13) | $ (0.21) | $ (0.25) | $ (0.10) | $ (0.19) | $ (0.24) | $ (0.69) | $ (0.78) | $ (0.94) |
Weighted average outstanding share awards excluded from the calculation of diluted earnings per share | 4,100 | 4,100 | 3,900 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Jun. 06, 2014 | Apr. 01, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Contribution Plan Disclosure [Line Items] | ||||||
Defined contribution plan expenses | $ 1 | $ 0.8 | $ 0.7 | |||
SSW Plan | ||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||
Percentage employer match of employee's gross pay | 6.00% | 3.00% | ||||
Percentage of employee contributions matched | 50.00% | |||||
Quench Plan | ||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||
Percentage employer match of employee's gross pay | 6.00% | |||||
Percentage of employee contributions matched | 50.00% |
Commitments and Contingencies -
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Accretion of obligation | $ 52 | $ 50 | $ 49 |
ARO liabilities settled | 3 | ||
ARO liabilities released | 900 | ||
Valuation adjustment | 24 | 0 | $ 0 |
Estimated remaining undiscounted payments for asset retirement obligations | 500 | ||
Accrued Liabilities | |||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Current portion of the ARO liabilities | 0 | 700 | |
Other Noncurrent Liabilities | |||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Long-term portion of the ARO liabilities | $ 300 | $ 500 |
Commitments and Contingencies-
Commitments and Contingencies- Acquisition Contingent Consideration (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 23, 2019item | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Acquisition contingent consideration at beginning of the period | $ 3,109 | $ 50 | ||
Acquired during the period | 2,321 | 3,198 | ||
Payments | (2,336) | (112) | ||
Valuation adjustments | 136 | (40) | $ 0 | |
Interest accretion | 140 | 13 | 0 | |
Acquisition contingent consideration at end of the period | 3,370 | 3,109 | $ 50 | |
Final purchase price allocation adjustments | (55) | |||
Remaining balance of the acquisition contingent consideration current | 3,070 | 2,707 | ||
Remaining balance of the acquisition contingent consideration long-term | 300 | 400 | ||
Number Of Putative Class Actions, Filed | item | 3 | |||
Selling, General and Administrative Expenses | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Valuation adjustments | $ 191 | $ (40) |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash paid during the period: | ||||
Income taxes, net | $ 2,334 | $ 1,903 | $ 1,373 | |
Interest, net | 24,514 | 14,044 | 7,474 | |
Non-Cash Transaction Information: | ||||
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,539 | |||
Non-cash capital expenditures | 4,587 | 2,890 | 994 | |
Deferred tax adjustment | 1,672 | |||
Unpaid debt financing costs | 86 | 47 | ||
Non-cash issuance of ordinary shares in connection with an acquisition | 2,041 | |||
Components of Total Ending Cash | ||||
Cash and cash equivalents | 103,307 | 56,618 | 118,090 | |
Restricted cash, non-current | 4,233 | 4,153 | 4,269 | |
Cash, cash equivalents and restricted cash | $ 107,540 | $ 60,771 | $ 122,359 | $ 101,395 |
Segment Reporting - Information
Segment Reporting - Information by Reportable Segment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2019USD ($)item | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Reportable segment and reconciliation | |||||||||||||
Number of operating segments | 2 | 2 | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||||
Total revenues | $ 52,591 | $ 52,947 | $ 51,387 | $ 46,562 | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 203,487 | $ 145,608 | $ 120,763 | ||
Total gross profit | 26,604 | 26,473 | 26,572 | 24,315 | 22,604 | 19,667 | 18,206 | 17,025 | 103,964 | 77,502 | 64,355 | ||
Selling, general and administrative expenses | 95,986 | 83,645 | 72,421 | ||||||||||
Income (loss) from operations | (126) | 2,955 | 3,703 | 1,446 | (1,352) | (1,159) | (1,083) | (2,549) | 7,978 | (6,143) | (8,066) | ||
Other expense, net | (25,846) | (15,896) | (13,387) | ||||||||||
Loss before income tax expense (benefit) | (17,868) | (22,039) | (21,453) | ||||||||||
Income tax expense (benefit) | 2,207 | (1,311) | 3,441 | ||||||||||
Net loss | (6,999) | $ (3,937) | $ (3,475) | $ (5,664) | (6,729) | $ (2,732) | $ (4,921) | $ (6,346) | (20,075) | (20,728) | (24,894) | ||
Other information: | |||||||||||||
Depreciation and amortization | 54,146 | 34,533 | 29,648 | ||||||||||
Loss on extinguishment of debt | 1,389 | ||||||||||||
Expenditures for long-lived assets | 36,612 | 19,626 | 14,445 | ||||||||||
Amortization of deferred financing fees | 1,017 | 963 | 878 | ||||||||||
Total assets | 797,581 | 725,463 | $ 797,581 | $ 797,581 | 797,581 | 725,463 | 553,945 | ||||||
Corporate and other | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Selling, general and administrative expenses | 11,432 | 4,832 | 4,590 | ||||||||||
Income (loss) from operations | (11,432) | (4,832) | (4,590) | ||||||||||
Other information: | |||||||||||||
Amortization of deferred financing fees | 536 | 497 | 198 | ||||||||||
Total assets | 73,799 | 39,619 | 73,799 | 73,799 | 73,799 | 39,619 | 97,287 | ||||||
Seven Seas Water | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 88,337 | 66,422 | 57,970 | ||||||||||
Seven Seas Water | Operating Segments | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 88,337 | 66,422 | 57,970 | ||||||||||
Total gross profit | 47,742 | 36,995 | 30,825 | ||||||||||
Selling, general and administrative expenses | 24,974 | 30,143 | 28,431 | ||||||||||
Income (loss) from operations | 22,768 | 6,852 | 2,394 | ||||||||||
Other information: | |||||||||||||
Depreciation and amortization | 24,044 | 15,469 | 14,306 | ||||||||||
Loss on extinguishment of debt | 820 | ||||||||||||
Expenditures for long-lived assets | 20,995 | 3,521 | 1,990 | ||||||||||
Amortization of deferred financing fees | 278 | 263 | 430 | ||||||||||
Total assets | 391,719 | 385,649 | 391,719 | 391,719 | 391,719 | 385,649 | 254,202 | ||||||
Quench | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 115,150 | 79,186 | 62,793 | ||||||||||
Quench | Operating Segments | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 115,150 | 79,186 | 62,793 | ||||||||||
Total gross profit | 56,222 | 40,507 | 33,530 | ||||||||||
Selling, general and administrative expenses | 59,580 | 48,670 | 39,400 | ||||||||||
Income (loss) from operations | (3,358) | (8,163) | (5,870) | ||||||||||
Other information: | |||||||||||||
Depreciation and amortization | 30,102 | 19,064 | 15,342 | ||||||||||
Loss on extinguishment of debt | 569 | ||||||||||||
Expenditures for long-lived assets | 15,617 | 16,105 | 12,455 | ||||||||||
Amortization of deferred financing fees | 203 | 203 | 250 | ||||||||||
Total assets | $ 332,063 | $ 300,195 | $ 332,063 | $ 332,063 | 332,063 | 300,195 | 202,456 | ||||||
Bulk water | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 60,460 | 57,262 | 53,436 | ||||||||||
Total gross profit | 32,760 | 30,746 | 26,291 | ||||||||||
Bulk water | Seven Seas Water | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 60,460 | 57,262 | 53,436 | ||||||||||
Bulk water | Seven Seas Water | Operating Segments | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 60,460 | 57,262 | 53,436 | ||||||||||
Total gross profit | 32,760 | 30,746 | 26,291 | ||||||||||
Rental | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 94,282 | 64,216 | 52,997 | ||||||||||
Total gross profit | 51,789 | 36,191 | 29,513 | ||||||||||
Rental | Seven Seas Water | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 14,788 | 2,318 | |||||||||||
Rental | Seven Seas Water | Operating Segments | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 14,788 | 2,318 | |||||||||||
Total gross profit | 9,901 | 1,731 | |||||||||||
Rental | Quench | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 79,494 | 61,898 | 52,997 | ||||||||||
Rental | Quench | Operating Segments | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 79,494 | 61,898 | 52,997 | ||||||||||
Total gross profit | 41,888 | 34,460 | 29,513 | ||||||||||
Product sales | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 45,074 | 20,105 | 9,796 | ||||||||||
Total gross profit | 15,744 | 6,540 | 4,017 | ||||||||||
Product sales | Seven Seas Water | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 9,418 | 2,817 | |||||||||||
Product sales | Seven Seas Water | Operating Segments | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 9,418 | 2,817 | |||||||||||
Total gross profit | 1,410 | 493 | |||||||||||
Product sales | Quench | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 35,656 | 17,288 | 9,796 | ||||||||||
Product sales | Quench | Operating Segments | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 35,656 | 17,288 | 9,796 | ||||||||||
Total gross profit | 14,334 | 6,047 | 4,017 | ||||||||||
Financing | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 3,671 | 4,025 | 4,534 | ||||||||||
Total gross profit | 3,671 | 4,025 | 4,534 | ||||||||||
Financing | Seven Seas Water | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 3,671 | 4,025 | 4,534 | ||||||||||
Financing | Seven Seas Water | Operating Segments | |||||||||||||
Reportable segment and reconciliation | |||||||||||||
Total revenues | 3,671 | 4,025 | 4,534 | ||||||||||
Total gross profit | $ 3,671 | $ 4,025 | $ 4,534 |
Segment Reporting - Revenue Ear
Segment Reporting - Revenue Earned By Major Geographical Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 52,591 | $ 52,947 | $ 51,387 | $ 46,562 | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 203,487 | $ 145,608 | $ 120,763 |
UNITED STATES | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 135,918 | 81,988 | 62,552 | ||||||||
Total Foreign | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 67,569 | 63,620 | 58,211 | ||||||||
TRINIDAD & TOBAGO | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 14,171 | 14,294 | 14,107 | ||||||||
US VIRGIN ISLANDS | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 11,991 | 10,606 | 9,355 | ||||||||
BRITISH VIRGIN ISLANDS | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 10,209 | 9,821 | 9,069 | ||||||||
CURACAO | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 8,147 | 7,704 | 7,517 | ||||||||
ST MAARTEN | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 8,270 | 7,698 | 7,396 | ||||||||
PERU | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 6,835 | 7,599 | 7,529 | ||||||||
TURKS AND CAICOS ISLANDS | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 2,331 | 2,455 | 2,069 | ||||||||
CANADA | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 2,859 | 2,359 | 253 | ||||||||
All Other Countries | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 2,756 | $ 1,084 | $ 916 |
Segment Reporting - Revenues Ea
Segment Reporting - Revenues Earned From Major Customers Seven Seas Water (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 52,591 | $ 52,947 | $ 51,387 | $ 46,562 | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 203,487 | $ 145,608 | $ 120,763 |
Seven Seas Water | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 88,337 | 66,422 | 57,970 | ||||||||
TRINIDAD & TOBAGO | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 14,171 | 14,294 | 14,107 | ||||||||
TRINIDAD & TOBAGO | Seven Seas Water | Geographic Concentration Risk | Revenue Benchmark | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 14,171 | $ 14,294 | $ 14,107 | ||||||||
Percentage of total | 7.00% | 10.00% | 12.00% |
Segment Reporting - Assets By M
Segment Reporting - Assets By Major Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 184,959 | $ 165,491 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 103,818 | 80,386 |
Total Foreign | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 81,141 | 85,105 |
TRINIDAD & TOBAGO | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 35,501 | 39,030 |
BRITISH VIRGIN ISLANDS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 6,864 | 9,038 |
ANGUILLA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,989 | 2,914 |
CURACAO | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 5,346 | 3,425 |
TURKS AND CAICOS ISLANDS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 28,054 | 25,314 |
All Other Countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 2,387 | $ 5,384 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Data | |||||||||||
Total revenues | $ 52,591 | $ 52,947 | $ 51,387 | $ 46,562 | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 203,487 | $ 145,608 | $ 120,763 |
Gross Profit | 26,604 | 26,473 | 26,572 | 24,315 | 22,604 | 19,667 | 18,206 | 17,025 | 103,964 | 77,502 | 64,355 |
Income (loss) from operations | (126) | 2,955 | 3,703 | 1,446 | (1,352) | (1,159) | (1,083) | (2,549) | 7,978 | (6,143) | (8,066) |
Net loss | $ (6,999) | $ (3,937) | $ (3,475) | $ (5,664) | $ (6,729) | $ (2,732) | $ (4,921) | $ (6,346) | $ (20,075) | $ (20,728) | $ (24,894) |
Loss per share - basic and diluted | $ (0.22) | $ (0.13) | $ (0.13) | $ (0.21) | $ (0.25) | $ (0.10) | $ (0.19) | $ (0.24) | $ (0.69) | $ (0.78) | $ (0.94) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Quench - USD ($) $ in Millions | Feb. 05, 2020 | Jan. 13, 2020 |
Smart Water Solutions | ||
Total purchase price | $ 1.2 | |
Purchase price paid | 1.1 | |
Payable paid in year one | $ 0.1 | |
Payable period one | 1 year | |
Krystal Kleer | ||
Total purchase price | $ 8.9 | |
Purchase price paid | 7.1 | |
Payable paid in year one | $ 0.8 | |
Payable period one | 1 year | |
Asset acquisition contingent liability | $ 1 |