Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-34811 | ||
Entity Registrant Name | Ameresco, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-3512838 | ||
Entity Address, Address Line One | 111 Speen Street | ||
Entity Address, Address Line Two | Suite 410 | ||
Entity Address, City or Town | Framingham | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01701 | ||
City Area Code | 508 | ||
Local Phone Number | 661-2200 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | AMRC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,550,437,708 | ||
Documents Incorporated by Reference | Portions of the definitive proxy statement for our 2024 annual meeting of stockholders are incorporated by reference into Part III. | ||
Entity Central Index Key | 0001488139 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 34,282,945 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 18,000,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | RSM US LLP |
Auditor Location | Boston, Massachusetts |
Auditor Firm ID | 49 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 79,271 | $ 115,534 |
Restricted cash | [1] | 62,311 | 20,782 |
Accounts receivable, net | [1] | 153,362 | 174,009 |
Accounts receivable retainage | 33,826 | 38,057 | |
Costs and estimated earnings in excess of billings | [1] | 636,163 | 576,363 |
Inventory, net | 13,637 | 14,218 | |
Prepaid expenses and other current assets | [1] | 123,391 | 38,617 |
Income tax receivable | 5,775 | 7,746 | |
Project development costs, net | 20,735 | 16,025 | |
Total current assets | [1] | 1,128,471 | 1,001,351 |
Federal ESPC receivable | 609,265 | 509,507 | |
Property and equipment, net | [1] | 17,395 | 15,707 |
Energy assets, net | [1] | 1,689,424 | 1,181,525 |
Goodwill, net | 75,587 | 70,633 | |
Intangible assets, net | 6,808 | 4,693 | |
Operating lease assets | [1] | 58,586 | 38,224 |
Restricted cash, non-current portion | 12,094 | 13,572 | |
Deferred income tax assets, net | 26,411 | 3,045 | |
Other assets | [1] | 89,735 | 38,564 |
Total assets | [1] | 3,713,776 | 2,876,821 |
Current liabilities: | |||
Current portions of long-term debt and financing lease liabilities, net of unamortized discount | [1] | 322,247 | 331,479 |
Accounts payable | [1] | 402,752 | 349,126 |
Accrued expenses and other current liabilities | [1] | 108,831 | 89,166 |
Current portions of operating lease liabilities | [1] | 13,569 | 5,829 |
Billings in excess of cost and estimated earnings | 52,903 | 34,796 | |
Income taxes payable | 1,169 | 1,672 | |
Total current liabilities | [1] | 901,471 | 812,068 |
Long-term debt and financing lease liabilities, net of current portion, unamortized discount, and debt issuance costs | [1] | 1,170,075 | 568,635 |
Federal ESPC liabilities | 533,054 | 478,497 | |
Deferred income tax liabilities, net | 4,479 | 9,181 | |
Deferred grant income | 6,974 | 7,590 | |
Long-term operating lease liabilities, net of current portion | [1] | 42,258 | 31,703 |
Other liabilities | [1] | 82,714 | 49,493 |
Commitments and contingencies (Note 15) | |||
Redeemable non-controlling interests, net | 46,865 | 46,623 | |
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 31, 2023 and 2022 | 0 | 0 | |
Additional paid-in capital | 320,892 | 306,314 | |
Retained earnings | 595,911 | 533,549 | |
Accumulated other comprehensive loss, net | (3,045) | (4,051) | |
Treasury stock, at cost, 2,101,795 shares at December 31, 2023 and 2022 | (11,788) | (11,788) | |
Stockholders’ equity before non-controlling interest | 901,975 | 824,029 | |
Non-controlling interests | 23,911 | 49,002 | |
Total stockholders’ equity | 925,886 | 873,031 | |
Total liabilities, redeemable non-controlling interests and stockholders’ equity | 3,713,776 | 2,876,821 | |
Class A Common Stock | |||
Stockholders’ equity: | |||
Common stock | 3 | 3 | |
Class B Common Stock | |||
Stockholders’ equity: | |||
Common stock | $ 2 | $ 2 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) of $312,701 as of December 31, 2023 and $213,913 as of December 31, 2022. Includes liabilities of consolidated VIEs of $199,063 as of December 31, 2023 and $50,729 as of December 31, 2022. See Note 11. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Assets | [1] | $ 3,713,776 | $ 2,876,821 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Treasury stock, shares (in shares) | 2,101,795 | 2,101,795 | |
Class A Common Stock | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock, shares issued (in shares) | 36,378,990 | 36,050,157 | |
Common stock, shares outstanding (in shares) | 34,277,195 | 33,948,362 | |
Class B Common Stock | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 144,000,000 | 144,000,000 | |
Common stock, shares issued (in shares) | 18,000,000 | 18,000,000 | |
Common stock, shares outstanding (in shares) | 18,000,000 | 18,000,000 | |
Variable Interest Entity | |||
Assets | $ 312,701 | $ 213,913 | |
Liabilities | $ 199,063 | $ 50,729 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) of $312,701 as of December 31, 2023 and $213,913 as of December 31, 2022. Includes liabilities of consolidated VIEs of $199,063 as of December 31, 2023 and $50,729 as of December 31, 2022. See Note 11. |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 1,374,633 | $ 1,824,422 | $ 1,215,697 |
Cost of revenues | 1,128,204 | 1,533,589 | 985,340 |
Gross profit | 246,429 | 290,833 | 230,357 |
Earnings (loss) from unconsolidated entities | 1,758 | 1,647 | (118) |
Selling, general and administrative expenses | 162,138 | 159,488 | 132,904 |
Asset impairments | 3,831 | 0 | 1,901 |
Operating income | 82,218 | 132,992 | 95,434 |
Other expenses, net | 43,949 | 27,273 | 17,290 |
Income before income taxes | 38,269 | 105,719 | 78,144 |
Income tax (benefit) provision | (25,635) | 7,170 | (2,047) |
Net income | 63,904 | 98,549 | 80,191 |
Net income attributable to non-controlling interest and redeemable non-controlling interest | (1,434) | (3,623) | (9,733) |
Net income attributable to common shareholders | $ 62,470 | $ 94,926 | $ 70,458 |
Net income per share attributable to common shareholders: | |||
Basic (in usd per share) | $ 1.20 | $ 1.83 | $ 1.38 |
Diluted (in usd per share) | $ 1.17 | $ 1.78 | $ 1.35 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 52,140 | 51,841 | 50,855 |
Diluted (in shares) | 53,228 | 53,278 | 52,268 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 63,904 | $ 98,549 | $ 80,191 |
Other comprehensive income (loss): | |||
Unrealized (loss) gain from interest rate hedges, net of tax effect of $(190), $2,039, and $662, respectively | (538) | 6,017 | 2,793 |
Foreign currency translation adjustment | 1,574 | (3,401) | (170) |
Total other comprehensive income | 1,036 | 2,616 | 2,623 |
Comprehensive income | 64,940 | 101,165 | 82,814 |
Comprehensive income attributable to non-controlling interests and redeemable non-controlling interests: | |||
Net income | (1,434) | (3,623) | (9,733) |
Foreign currency translation adjustments | (30) | 0 | 0 |
Comprehensive income attributable to non-controlling interests and redeemable non-controlling interests | (1,464) | (3,623) | (9,733) |
Comprehensive income attributable to common shareholders | $ 63,476 | $ 97,542 | $ 73,081 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized (loss) gain from interest rate hedges, tax effect | $ (190) | $ 2,039 | $ 662 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Non-controlling Interests and Stockholders' Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Non-controlling Interest (“NCI”) | Class A Common Stock | Class A Common Stock Common Stock | Class B Common Stock | Class B Common Stock Common Stock |
Redeemable non-controlling interests beginning balance at Dec. 31, 2020 | $ 38,850 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Contributions from RNCI, net of tax equity financing fees | 2,251 | |||||||||
Distributions to RNCI | (1,009) | |||||||||
Accretion of tax equity financing fees | 116 | |||||||||
Investment fund call option exercise | (3,759) | |||||||||
Net income | 9,733 | |||||||||
Redeemable non-controlling interests ending balance at Dec. 31, 2021 | 46,182 | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 30,224,654 | 18,000,000 | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | 2,101,795 | |||||||||
Beginning balance at Dec. 31, 2020 | 492,813 | $ 145,496 | $ 368,390 | $ (11,788) | $ (9,290) | $ 0 | $ 3 | $ 2 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Equity offering of common stock, net of offering costs (in shares) | 2,875,000 | |||||||||
Equity offering of common stock, net of offering costs | 120,084 | 120,084 | ||||||||
Exercise of stock options (in shares) | 587,775 | |||||||||
Exercise of stock options | 5,563 | 5,563 | ||||||||
Stock-based compensation expense | 8,716 | 8,716 | ||||||||
Employee stock purchase plan (in shares) | 28,880 | |||||||||
Employee stock purchase plan | 1,364 | 1,364 | ||||||||
Unrealized loss from interest rate hedges, net | 2,793 | 2,793 | ||||||||
Foreign currency translation adjustment | (170) | (170) | ||||||||
Accretion of tax equity financing fees | (116) | (116) | ||||||||
Adjustment to investment fund call option exercise | 2,759 | 2,759 | ||||||||
Contributions from RNCI, net of tax equity financing fees | 2,251 | |||||||||
Net income | 70,458 | 70,458 | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 33,716,309 | 18,000,000 | ||||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2021 | 2,101,795 | |||||||||
Ending balance at Dec. 31, 2021 | 704,264 | 283,982 | 438,732 | $ (11,788) | (6,667) | 0 | $ 3 | $ 2 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Contributions from RNCI, net of tax equity financing fees | 48,912 | 48,912 | ||||||||
Distributions to RNCI | (1,039) | |||||||||
Accretion of tax equity financing fees | 109 | |||||||||
Investment fund call option exercise | (2,162) | |||||||||
Net income | 3,533 | |||||||||
Redeemable non-controlling interests ending balance at Dec. 31, 2022 | 46,623 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options (in shares) | 195,888 | |||||||||
Exercise of stock options | 3,954 | 3,954 | ||||||||
Stock-based compensation expense | 15,046 | 15,046 | ||||||||
Employee stock purchase plan (in shares) | 36,165 | |||||||||
Employee stock purchase plan | 2,009 | 2,009 | ||||||||
Unrealized loss from interest rate hedges, net | 6,017 | 6,017 | ||||||||
Foreign currency translation adjustment | (3,401) | (3,401) | ||||||||
Accretion of tax equity financing fees | (109) | (109) | ||||||||
Adjustment to investment fund call option exercise | 1,323 | 1,323 | ||||||||
Contributions from RNCI, net of tax equity financing fees | 48,912 | 48,912 | ||||||||
Net income | $ 95,016 | 94,926 | 90 | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 33,948,362 | 33,948,362 | 18,000,000 | 18,000,000 | ||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2022 | 2,101,795 | 2,101,795 | ||||||||
Ending balance at Dec. 31, 2022 | $ 873,031 | 306,314 | 533,549 | $ (11,788) | (4,051) | 49,002 | $ 3 | $ 2 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Contributions from RNCI, net of tax equity financing fees | 4,203 | 4,203 | ||||||||
Distributions to RNCI | (632) | |||||||||
Accretion of tax equity financing fees | 108 | |||||||||
Investment fund call option exercise | 195 | |||||||||
Net income | 571 | |||||||||
Redeemable non-controlling interests ending balance at Dec. 31, 2023 | $ 46,865 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options (in shares) | 246,000 | 246,250 | ||||||||
Exercise of stock options | $ 2,438 | 2,438 | ||||||||
Stock-based compensation expense | 10,318 | 10,318 | ||||||||
Employee stock purchase plan (in shares) | 60,003 | |||||||||
Employee stock purchase plan | 2,017 | 2,017 | ||||||||
Restricted stock units released (in shares) | 22,580 | |||||||||
Unrealized loss from interest rate hedges, net | (538) | (538) | ||||||||
Foreign currency translation adjustment | 1,574 | 1,544 | 30 | |||||||
Accretion of tax equity financing fees | (108) | (108) | ||||||||
Adjustment to investment fund call option exercise | (195) | (195) | ||||||||
Contributions from RNCI, net of tax equity financing fees | 4,203 | 4,203 | ||||||||
Distributions to RNCI | (30,187) | (30,187) | ||||||||
Net income | $ 63,333 | 62,470 | 863 | |||||||
Ending balance (in shares) at Dec. 31, 2023 | 34,277,195 | 34,277,195 | 18,000,000 | 18,000,000 | ||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2023 | 2,101,795 | 2,101,795 | ||||||||
Ending balance at Dec. 31, 2023 | $ 925,886 | $ 320,892 | $ 595,911 | $ (11,788) | $ (3,045) | $ 23,911 | $ 3 | $ 2 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Redeemable Non-controlling Interests and Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Equity offering, offering costs | $ 6,416 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 63,904 | $ 98,549 | $ 80,191 |
Adjustments to reconcile net income to net cash flows from operating activities: | |||
Depreciation of energy assets, net | 59,390 | 49,755 | 43,113 |
Depreciation of property and equipment | 4,155 | 2,665 | 3,143 |
Amortization of debt discount and debt issuance costs | 4,201 | 4,211 | 2,849 |
Amortization of intangible assets | 2,366 | 1,858 | 321 |
Net increase in fair value of contingent consideration | 347 | 1,614 | 0 |
Accretion of ARO liabilities | 258 | 146 | 123 |
Impairment of goodwill | 2,222 | 0 | 0 |
Provision (recoveries of) for bad debts | 356 | (382) | 187 |
Impairment of long-lived assets / loss on write-off | 1,710 | 937 | 1,901 |
In-kind lease expenses, net | (3,164) | 0 | 0 |
Gain on sale of equity investments | 0 | 0 | (575) |
(Earnings) loss from unconsolidated entities | (1,758) | (1,647) | 118 |
Net (gain) loss from derivatives | (1,108) | (212) | 240 |
Stock-based compensation expense | 10,318 | 15,046 | 8,716 |
Deferred income taxes, net | (27,602) | 3,918 | (4,760) |
Unrealized foreign exchange (gain) loss | (368) | (123) | 142 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 52,647 | 3,477 | (15,953) |
Accounts receivable retainage | 4,337 | 4,716 | (12,882) |
Federal ESPC receivable | (260,378) | (259,499) | (249,728) |
Inventory, net | 581 | (5,411) | (232) |
Costs and estimated earnings in excess of billings | (13,211) | (272,629) | (113,192) |
Prepaid expenses and other current assets | (41,125) | (3,182) | 1,770 |
Project development costs | (5,486) | (685) | 1,949 |
Other assets | (6,896) | (11,327) | (1,870) |
Accounts payable, accrued expenses, and other current liabilities | 53,238 | 36,155 | 83,473 |
Billings in excess of cost and estimated earnings | 26,202 | 449 | (693) |
Other liabilities | 3,559 | (5,074) | (5,036) |
Income taxes receivable (payable), net | 1,314 | (1,613) | 4,389 |
Cash flows from operating activities | (69,991) | (338,288) | (172,296) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (5,713) | (5,296) | (4,896) |
Capital investment in energy assets | (538,418) | (304,596) | (170,277) |
Capital investment in major maintenance of energy assets | (7,636) | (18,007) | (8,602) |
Grant award proceeds for energy assets | 0 | 0 | 774 |
Proceeds from sale of equity investment | 0 | 0 | 1,672 |
Acquisitions, net of cash received | (9,182) | 0 | (14,928) |
Contributions to equity and other investments | (5,429) | 0 | (9,000) |
Loans to joint venture investments | (565) | (459) | 0 |
Cash flows from investing activities | (566,943) | (328,358) | (205,257) |
Cash flows from financing activities: | |||
Proceeds from equity offering, net of offering costs | 0 | 0 | 120,084 |
Payments of debt discount and debt issuance costs | (9,315) | (3,695) | (2,919) |
Proceeds from exercises of options and ESPP | 4,455 | 5,963 | 6,927 |
Payment of contingent consideration | (1,866) | 0 | 0 |
(Payments on) proceeds from senior secured revolving credit facility, net | (43,000) | 137,900 | (8,073) |
Proceeds from long-term debt financings | 843,498 | 468,476 | 185,994 |
Proceeds from Federal ESPC projects | 154,338 | 238,360 | 159,216 |
Net proceeds from energy asset receivable financing arrangements | 14,512 | 14,341 | 2,033 |
Investment fund call option exercise | 0 | (839) | (1,000) |
Contributions from non-controlling interest | 3,738 | 32,706 | 0 |
Distributions to non-controlling interest | (21,842) | 0 | 0 |
(Distributions to) proceeds from redeemable non-controlling interests, net | (658) | (1,128) | |
(Distributions to) proceeds from redeemable non-controlling interests, net | 1,399 | ||
Payments on long-term debt and financing leases | (303,057) | (161,857) | (98,200) |
Cash flows from financing activities | 640,803 | 730,227 | 365,461 |
Effect of exchange rate changes on cash | (81) | (747) | 309 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 3,788 | 62,834 | (11,783) |
Cash, cash equivalents, and restricted cash, beginning of year | 149,888 | 87,054 | 98,837 |
Cash, cash equivalents, and restricted cash, end of year | 153,676 | 149,888 | 87,054 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 80,251 | 32,954 | 18,782 |
Cash paid for income taxes | 3,834 | 7,278 | 2,670 |
Non-cash Federal ESPC settlement | 99,164 | 293,427 | 67,286 |
Accrued purchases of energy assets | 78,382 | 88,793 | 37,064 |
Non-cash contributions from non-controlling interest | 464 | 16,206 | 0 |
Non-cash financing for energy asset project acquisition | 82,964 | 0 | 0 |
Non-cash portion of investment fund call option exercise | $ 0 | $ 1,323 | $ 2,759 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | DESCRIPTION OF BUSINESS Ameresco, Inc. (including its subsidiaries, the “Company,” “Ameresco”, “we,” “our,” or “us”) was organized as a Delaware corporation on April 25, 2000. We are a leading cleantech integrator and renewable energy asset developer, owner and operator. Our comprehensive portfolio includes energy efficiency, infrastructure upgrades, asset sustainability, and renewable energy solutions delivered to clients throughout North America and Europe. We provide solutions, both services and products, which enable our customers to reduce their energy consumption, lower their operating and maintenance costs and realize environmental benefits. Our comprehensive set of solutions includes upgrades to a facility’s energy infrastructure and the development, construction, and operation of distributed energy resources. We also sell certain solar photovoltaic (“solar PV”) equipment worldwide and operate in the United States, Canada and Europe. We have successfully completed energy saving, environmentally responsible projects with Federal, state and local governments, healthcare and educational institutions, housing authorities, and commercial and industrial customers. We are compensated through a variety of methods, including: 1) direct payments based on fee-for-services contracts (utilizing lump-sum or cost-plus pricing methodologies), 2) the sale of energy from our energy assets, and 3) direct payment for solar PV equipment and systems. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of Ameresco, our subsidiaries, certain contracts in which we have a controlling financial interest and three investment funds formed to fund the purchase and operation of solar energy systems, which are consolidated with Ameresco as variable interest entities (“VIEs”). We use a qualitative approach in assessing the consolidation requirement for VIEs. This approach focuses on determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether we have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. For all periods presented, we have determined that we are the primary beneficiary in a majority of our operational VIEs. When we have determined we are the primary beneficiary, we evaluate our relationships with the VIEs on an ongoing basis to ensure that we continue to be the primary beneficiary. All significant intercompany accounts and transactions have been eliminated. Gains and losses from the translation of all foreign currency financial statements are recorded in accumulated other comprehensive income, net, within stockholders’ equity. We prepare our consolidated financial statements in conformity with the accounting principles generally accepted in the United States of America (“GAAP”). Reclassification and Rounding Certain prior period amounts were reclassified to conform to the presentation in the current period. We round amounts in the consolidated financial statements to thousands and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. Use of Estimates GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in circumstances could cause actual results to differ materially from those estimates. The estimates and assumptions used in these consolidated financial statements relate to management’s estimates of final construction contract profit in accordance with accounting for long-term contracts, allowance for credit losses, realization of project development costs, leases, fair value of derivative financial instruments, accounting for business acquisitions, stock-based awards, impairment of goodwill and long-lived assets, income taxes, and potential liability in conjunction with contingent consideration. Self-insured Health Insurance We are self-insured for employee health insurance and the maximum exposure in fiscal year 2023 under the plan was $200 per covered participant, after which reinsurance takes effect. The liability for unpaid claims and associated expenses, including incurred but not reported claims, is determined by management and reflected in our consolidated balance sheets in accrued expenses and other current liabilities. The liability is calculated based on historical data, which considers both the frequency and settlement amount of claims. Our estimated accrual for this liability could be different than our ultimate obligation if variables such as the frequency or amount of future claims differ significantly from management’s assumptions. Significant Risks and Uncertainties Global factors have continued to result in global supply chain disruptions, certain governmental trav el and other restrictions, and inflationary pressures. We have considered the impact of general global economic conditions on the assumptions and estimates used, which may change in response to this evolving situation. Results of future operations and liquidity could be adversely impacted by a number of factors including supply chain disruptions, varying levels of inflation, payments of outstanding receivable amounts beyond normal payment terms, workforce disruptions, and uncertain demand. As of the date of issuance of these consolidated financial statements, we cannot reasonably estimate the extent to which macroeconomic conditions may impact our financial condition, liquidity, or results of operations in the foreseeable future. The ultimate impact of the general global economic conditions on our business is highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time. Cash and Cash Equivalents Cash and cash equivalents include cash on deposit, overnight repurchase agreements and amounts invested in highly liquid money market funds. Cash equivalents consist of short-term investments with original maturities of three months or less. We maintain our accounts with financial institutions and the balances in such accounts, at times, exceed federally insured limits. This credit risk is divided among a number of financial institutions that management believes to be of high quality. The carrying amount of cash and cash equivalents approximates its fair value measured using level 1 inputs per the fair value hierarchy as defined in Note 18. Restricted Cash Restricted cash consists of cash and cash equivalents held in escrow accounts in association with operations and maintenance (“O&M”) reserve accounts, cash collateralized letters of credit, as well as cash required under term loans to be maintained in reserve accounts until all obligations have been indefeasibly paid in full for energy assets. The carrying amount of the cash and cash equivalents in these accounts approximates its fair value measured using level 1 inputs per the fair value hierarchy as defined in Note 18. Restricted cash also includes funds held for clients, which represent assets that, based upon our intent, are restricted for use solely for the purposes of satisfying the obligations to remit funds to third parties, primarily utility service providers, relating to our enterprise energy management services. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Our methodology to estimate the allowance for credit losses includes quarterly assessments of historical bad debt write-off experience, current economic and market conditions, management’s evaluation of outstanding accounts receivable, anticipated recoveries and our forecasts. Due to the short-term nature of our receivables, the estimate of credit losses is primarily based on aged accounts receivable balances and the financial condition of our customers. In addition, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Bad debts are written off against the allowance when identified. As part of our assessment, we also considered the current and expected future economic and market conditions due to global factors and determined that the estimate of credit losses was not significantly impacted as of December 31, 2023 and 2022. Changes in the allowance for credit losses was as follows: Year Ended December 31, 2023 2022 2021 Allowance for credit loss, beginning of period $ 911 $ 2,263 $ 2,266 Charges to (recoveries of) costs and expenses, net 356 (382) 187 Account write-offs and other (364) (970) (190) Allowance for credit loss, end of period $ 903 $ 911 $ 2,263 Accounts Receivable Retainage Accounts receivable retainage represents amounts due from customers, but where payments are withheld contractually until certain construction milestones are met. Amounts retained typically range from 5% to 10% of the total invoice. We classify retainages that are expected to be billed in the next twelve months as current assets. As of December 31, 2023 and 2022, no amounts were determined to be uncollectible. Inventory Inventories, which consist primarily of PV solar panels, batteries and related accessories, are stated at the lower of cost (“first-in, first-out” method) or net realizable value (determined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation). Provisions have been made to reduce the carrying value of inventory to the net realizable value. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of other receivables, deferred project costs, and other short-term prepaid expenditures that will be expensed within one year. Prepaid expenses and other current assets comprised of the following: Year Ended December 31, 2023 2022 Other receivables $ 74,454 $ 16,877 Deferred project costs 38,240 13,556 Prepaid expenses 10,697 8,184 Prepaid expenses and other current assets $ 123,391 $ 38,617 Other Receivables Ameresco’s wholly-owned subsidiary in Italy entered into factoring agreements to sell certain receivables to unrelated third-party financial institutions on a non-recourse basis. These transactions are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 860, Transfers and Servicing, and result in a reduction in accounts receivable because the agreements transfer effective control over the receivables, and related risk, to the buyers. Our Italian subsidiary does not retain any interest in the underlying accounts receivable once sold. Trade accounts receivables balances sold are removed from the consolidated balance sheets, and cash received is reflected in operating activities in the consolidated statements of cash flows. Other receivables sold without recourse total $39,923 at December 31, 2023 and are included in other receivables in the table above. Factoring fees during the twelve months ended December 31, 2023 were $5,844 and are included in other expense, net in the consolidated statements of income. See Note 17. Other Expenses, Net. Other receivables also include $20,970 which represents the fair value of the portion of investment tax credits that we are contractually required to transfer, which is related to the project we acquired on August 4, 2023. See the Government Grants paragraph below and Note 7. Energy Assets, Net for additional details. Deferred Project Costs Deferred project costs include costs incurred on active projects which will be reclassified to energy assets once a change order or other contract resolution is finalized. Federal ESPC Receivable Federal ESPC receivable represents the amount to be paid by various federal government agencies for work performed and earned by Ameresco under specific ESPCs. We assign certain of our rights to receive those payments to third-parties that provide construction and permanent financing for such contracts. Upon completion and acceptance of the project by the government, typically within 24 to 36 months of construction commencement, the assigned ESPC receivable from the government and corresponding ESPC liability are eliminated from our consolidated financial statements. Project Development Costs We capitalize only those costs incurred in connection with the development of energy projects, primarily direct labor, interest costs, outside contractor services, consulting fees, legal fees, and travel, if incurred after a point in time where the realization of related revenue becomes probable. Project development costs incurred prior to the probable realization of revenue are expensed as incurred. We classify project development efforts that are expected to proceed to construction activity in the next twelve months as a current asset. We periodically review these balances and write off any amounts where the realization of the related revenue is no longer probable. Property and Equipment Property and equipment consist primarily of office and computer equipment and is recorded at cost. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance, and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation and amortization of property and equipment are computed on a straight-line basis over the following estimated useful lives: Asset Classification Estimated Useful Life Furniture and office equipment Five years Computer equipment and software costs Three Leasehold improvements Lesser of term of lease or five years Automobiles Five years Land Unlimited Gains or losses on disposal of property and equipment are reflected in selling, general, and administrative expenses in the consolidated statements of income. Energy Assets Energy assets consist of costs of materials, direct labor, interest costs, outside contract services, deposits, asset retirement obligations (“AROs”), and project development costs incurred in connection with the construction of small-scale renewable energy plants that we own. These amounts are capitalized and amortized to cost of revenues in our consolidated statements of income on a straight-line basis over the lives of the related assets or the terms of the related contracts. Routine maintenance costs are expensed as incurred in our consolidated statements of income to the extent that they do not extend the life of the asset. Major maintenance includes upgrades and the refurbishment or replacing of components that are integral to the energy assets operating. In these instances, the costs associated with major maintenance are capitalized and are depreciated over the shorter of the remaining life of the asset or the period up to the next required major maintenance. Financing lease assets and accumulated depreciation of financing lease assets are included in energy assets. For additional information see the Sale-Leaseback section below and Notes 7 and 8. Capitalized Interest We capitalize interest costs relating to construction financing during the period of construction on energy assets we own. Capitalized interest is included in energy assets, net, in our consolidated balance sheets. Capitalized interest is amortized to cost of revenues in our consolidated statements of income on a straight-line basis over the useful life of the associated energy asset. Long-lived Asset Impairment We evaluate our long-lived assets, including operating lease right-of-use assets, for impairment as events or changes in circumstances indicate the carrying value of these assets may not be fully recoverable. Examples of such triggering events applicable to our assets include a significant decrease in the market price of a long-lived asset or asset group or a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. We evaluate recoverability of long-lived assets to be held and used by estimating the undiscounted future cash flows before interest associated with the expected uses and eventual disposition of those assets. When these comparisons indicate that the carrying value of those assets is greater than the undiscounted cash flows, we recognize an impairment loss for the amount that the carrying value exceeds the fair value of the asset group. Impairment losses are reflected in selling, general, and administrative expenses in the consolidated statements of income. See Note 7. for disclosure on our long-lived asset impairment during the year ended December 31, 2023. Government Grants From time to time, we have applied for and received cash grant awards from the U.S. Treasury Department (the “Treasury”) under Section 1603 of the American Recovery and Reinvestment Act of 2009 (the “Act”). The Act authorized the Treasury to make payments to eligible persons who place in service qualifying renewable energy projects. The grants are paid in lieu of investment tax credits. All of the cash proceeds from the grants were used and recorded as a reduction in the cost basis of the applicable energy assets. For tax purposes, the Section 1603 payments are not included in federal and certain state taxable income and the basis of the property is reduced by 50% of the payment received. We last received a Section 1603 grant during the year ended December 31, 2014. No further Section 1603 grant payments are expected to be received as the program has expired and no repayments will be required. We received grant proceeds from the Canadian government in connection with the construction of our energy assets in Canada during the years ended December 31, 2019 and 2020. We have a contribution agreement in place with Natural Resources Canada to fund 50% of the construction costs on a specific pilot project in Ontario. Cash proceeds are recorded as a deferred grant liability. Following commercial operation, the grant is subject to repayment to the government for a five-year period. Deferred grant income of $6,974 and $7,590 in the accompanying consolidated balance sheets as of December 31, 2023 and 2022, respectively, represents the benefit of the basis difference to be amortized to depreciation expense over the life of the related property. Non-refundable Transferable Credits Policy Elections We elect to apply government grant accounting, outside of income taxes, to the portion of the transferable Investment Tax Credit (“ITC”) that we intend to sell. We have an existing policy to account for government grants by analogy to International Accounting Standard (“IAS”) 20 and shall present the credit as a reduction in the cost of the related energy asset and shall measure the grant of the nonmonetary asset at fair value. Based on these policy elections, the benefit of the grant in the amount of $20,970 will be recognized in profit or loss as a reduction to depreciation expense over the life of the energy asset. We elect to account for credits we intend to use to offset our tax liability under Topic 740. For the initial recognition of the ITC that was not sold in the amount of $8,618, we recognized a deferred tax asset for an allowable carryforward as we benefited in the year the credit was generated. Possible limitations on the carryforward were considered and it was determined that no valuation allowance was required. We also utilized the flow-through method regarding the presentation in the consolidated statements of income, which resulted in a reduction in the income tax provision. Acquisitions For acquisitions that meet the definition of a business combination, we apply the acquisition method of accounting in accordance with ASC 805, Business Combinations, where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition. Any excess of the consideration we transferred over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. Intangible assets, if identified, are also recorded. Determining the fair value of certain assets and liabilities assumed is judgmental in nature, often involves the use of significant estimates and assumptions, and is calculated using level 3 inputs per the fair value hierarchy as defined in Note 18. We continue to evaluate acquisitions for a period not to exceed one year after the acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price. The results of the acquired companies are included in our consolidated statements of income, comprehensive income, and cash flows from the date of the respective acquisition. The consideration for our acquisitions often includes future payments that are contingent upon the occurrence of a particular event. We record a contingent consideration obligation for such contingent consideration payments at fair value on the acquisition date. We estimate the fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and the likelihood of making related payments. Each reporting period we revalue the contingent consideration obligations associated with our acquisitions to fair value and record changes in the fair value within the selling, general, and administrative expenses in our consolidated statements of income. Increases or decreases in the fair value of the contingent consideration obligations can result from changes in assumed discount periods and rates, changes in the assumed timing and amount of revenue and expense estimates and changes in assumed probability with respect to the attainment of certain financial and operational metrics, among others. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the fair value of contingent consideration recorded at each reporting period. Deferred consideration related to certain holdbacks and completion payments are considered short-term in nature. These amounts are recorded at full value and are only revalued if one of those underlying assumptions changes. See Note 4 for additional information about our acquisitions. In October 2021, the Financial Standards Accounting Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. ASU 2021-08 is effective for our fiscal year beginning after December 15, 2022, however, early adoption is permitted. We early adopted this new accounting standard as of January 1, 2021 and applied it to our December 2021 acquisition discussed in Note 4. In accordance with ASC 805, Business Combinations, our solar project acquisitions do not constitute a business as the assets acquired in each case could be considered a single asset or group of similar assets that made up substantially all of the fair market value of the acquisitions. See Note 7 for information on solar projects we have purchased or are under definitive agreement to purchase. Goodwill As noted in the Acquisitions section above, our goodwill is derived when we acquire another business. Goodwill is not amortized, but the potential impairment of goodwill is assessed at least annually during the fourth quarter and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. In 2023, we changed the assessment date from December 31, 2023 to October 31, 2023. We estimate the fair value of our reporting units and compare it with the carrying value of the reporting unit, including goodwill. If the fair value is greater than the carrying value of the reporting unit, no impairment is recorded. Fair value is determined using both an income approach and a market approach. If the fair value is less than the carrying value, an impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The impairment charge would be recorded to earnings in the consolidated statements of income. Judgment is required in determining whether an event has occurred that may impair the value of goodwill or identifiable intangible assets. See Note 5 for discussion about our goodwill impairment during the year ended December 31, 2023. Intangible Assets Acquired intangible assets, other than goodwill, that are subject to amortization include customer contracts, customer relationships, technology, trade names and non-compete agreements. The intangible assets are amortized over periods ranging from one Leases Operating lease right-of-use (“ROU”) assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities for significant lease arrangements are recognized at commencement based on the present value of lease payments over the lease term. We use our incremental borrowing rate, which is updated annually or when a significant event occurs that would indicate a significant change in rates, to calculate the present value of lease payments. The operating lease ROU asset also includes any lease payments related to initial direct cost and prepayments and excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term which may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our ROU assets are evaluated for impairment using the same method as described above under the Long-lived Asset Impairment section. We do not record ROU assets and corresponding lease liabilities for leases with an initial term of 12 months or less (“short-term leases”) as we recognize lease expense for these leases as incurred over the lease term. We elected the package of practical expedients and did not reassess lease classifications of existing contracts or leases at adoption or the initial direct costs associated with existing leases. Accordingly, our sale-leaseback arrangements entered into as of December 31, 2018 remain under the previous guidance. See the Sale-leasebacks and Financing Leases section below and Note 8 for additional information on these sale-leasebacks. We have historical leases under ASC 840, Leases, which may have lease and non-lease components. Upon adoption of Topic 842, we elected to continue to account for these historical leases as a single component, as it relates to all prospective leases, we allocate consideration to lease and non-lease components based on pricing information in the respective lease agreement, or, if this information is not available, we make a good faith estimate based on the available pricing information at the time of the lease agreement. See Note 8 for additional information about our leases. Other Assets Other assets consist primarily of notes and contracts receivable due to Ameresco from various customers and also includes the fair value of derivatives determined to be assets, investments in unconsolidated joint ventures, the non-current portions of project development costs, accounts receivable retainages, sale-leaseback deferred loss, deferred contract costs, and assets held for sale. For additional information about assets held for sale, please see Note 21. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities includes use and franchise tax payable of $39,974 and $47,041 as of December 31, 2023 and 2022, respectively, as well as accrued payroll and payroll related expenses, sales tax payable, current portion of contingent consideration, and other accrued operating expenses. Asset Retirement Obligations We recognize a liability for the fair value of required AROs on a discounted basis when these obligations are incurred and can be reasonably estimated, which is typically at the time the assets are in development, installed or operating. Over time, the liabilities increase due to the change in present value, and initial capitalized costs are depreciated over the useful life of the related assets. Upon satisfaction of the ARO conditions, any difference between the recorded ARO liability and the actual retirement cost incurred is recognized as an operating gain or loss in the consolidated statements of income. See Note 7 for additional disclosures on our AROs. Federal ESPC Liabilities Federal ESPC liabilities, for both projects and energy assets, represent the advances received from third-parties under agreements to finance certain ESPC projects with various federal government agencies. For projects related to the construction or installation of certain energy savings equipment or facilities developed for the government customer, the ESPC receivable from the government and corresponding ESPC liability is eliminated from our consolidated balance sheets upon completion and acceptance of the project by the government, typically within 24 to 36 months of construction commencement. We remain the primary obligor for financing received until recourse to us ceases for the ESPC receivables transferred to the investor upon final acceptance of the work by the government customer. For small-scale energy assets developed for a government customer that we own and operate, we remain the primary obligor for financing received until the liability is eliminated from our consolidated balance sheets as contract payments assigned by the customer are transferred to the investor upon final acceptance of the work by the government customer. Sale-leasebacks and Financing Leases We entered into sale-leaseback arrangements that provided for the sale of solar PV energy assets to third-party investors and the simultaneous leaseback of the energy assets, which we then operate and maintain, recognizing revenue through the sale of the electricity and solar renewable energy credits generated by these energy assets. In sale-leaseback arrangements, we first determine whether the solar PV energy asset under the sale-leaseback arrangement is “integral equipment”. A solar PV energy asset is determined to be integral equipment when the cost to remove the energy asset from its existing location, including the shipping and reinstallation costs of the solar PV energy asset at the new site, and any diminution in fair value, exceeds 10% of the fair value of the solar PV energy asset at the time of its original installation. When the leaseback arrangement expires, we have the option to purchase the solar PV energy asset for the then fair market value or, in certain circumstances, renew the lease for an extended term. We have determined that none of the solar PV energy assets sold to date under the sale-leaseback program have been considered integral equipment as the cost to remove the energy asset from its existing location would not exceed 10% of its original fair value. In accordance with our adoption of Topic 842, sale-leaseback transactions are accounted for as financing liabilities on a prospective basis as we retain control of the underlying assets. As these transactions meet the criteria of a failed sale, the proceeds received in prospective transactions are accounted for as long-term financing liabilities with interest rates based upon the underlying details of each specific transaction. We entered into sale-leaseback arrangements for solar PV energy assets prior to January 1, 2019, which remain under the previous guidance. We recorded a financing lease asset and financing lease obligation in our consolidated balance sheets equal to the lower of the present value of our future minimum leaseback payments or the fair value of the solar PV energy asset. We deferred any gain or loss, which represents the excess or shortfall of cash received from the investor compared to the net book value of the asset, at the time of the sale. We recorded the long-term portion of any deferred gain in other liabilities or deferred loss in other assets and the current portion in accrued expenses and other current liabilities or prepaid expenses and other current assets in our consolidated balance sheets. The deferred amounts are amortized over the lease term and are included in cost of revenues in our consolidated statements of income. See Notes 8 and 9 for details of our sales-leaseback and financing lease transactions. Debt Issuance Costs Debt issuance costs include external costs incurred to obtain financing. Debt issuance costs are amortized over the respective term of the financing using the effective interest method, with the exception of our revolving credit facility and construction loans, as discussed in Note 9, which are amortized on a straight-line basis over the term of the agreement. Debt issuance costs are presented on the consolidated balance sheets along with unamortized debt discounts as a reduction to long-term debt and financing lease liabilities. Other Liabilities Other liabilities consist primarily of the long-term portion of deferred revenue related to multi-year operations and maintenance (“O&M”) contracts which expire at various dates through 2050. Other liabilities also include the fair value of derivatives and the long-term portions of sale-leaseback deferred |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue Our reportable segments for the year ended December 31, 2023 were U.S. Regions, U.S. Federal, Canada, Alternative Fuels, and Europe. The remaining amounts are included in “All Other”. Europe was formerly included in “All Other” but was disaggregated due to growth in the segment in 2023. As a result, previously reported amounts have been reclassified for comparative purposes. The following table presents our revenue disaggregated by line of business and reportable segment for the year ended December 31, 2023: U.S. Regions U.S. Federal Canada Alternative Fuels Europe All Other Total Project revenue $ 465,342 $ 342,238 $ 53,737 $ — $ 138,730 $ 1,250 $ 1,001,297 O&M revenue 26,210 53,496 100 10,697 1,980 — 92,483 Energy assets 60,450 6,326 4,223 106,359 1,531 — 178,889 Integrated-PV 4 — — — — 45,739 45,743 Other 5,116 824 12,050 19 10,601 27,611 56,221 Total revenues $ 557,122 $ 402,884 $ 70,110 $ 117,075 $ 152,842 $ 74,600 $ 1,374,633 The following table presents our revenue disaggregated by line of business and reportable segment for the year ended December 31, 2022: U.S. Regions U.S. Federal Canada Alternative Fuels Europe All Other Total Project revenue $ 1,049,465 $ 333,846 $ 44,273 $ — $ 53,680 $ — $ 1,481,264 O&M revenue 22,217 51,857 42 10,377 471 1 84,965 Energy assets 47,372 5,822 4,447 104,082 368 — 162,091 Integrated-PV — — — — — 49,696 49,696 Other 4,289 366 9,796 — 7,126 24,829 46,406 Total revenues $ 1,123,343 $ 391,891 $ 58,558 $ 114,459 $ 61,645 $ 74,526 $ 1,824,422 The following table presents our revenue disaggregated by line of business and reportable segment for the year ended December 31, 2021: U.S. Regions U.S. Federal Canada Alternative Fuels Europe All Other Total Project revenue $ 488,507 $ 340,686 $ 36,776 $ — $ 37,970 $ 21 $ 903,960 O&M revenue 21,551 47,072 71 9,288 631 — 78,613 Energy assets 39,433 4,913 4,532 101,811 562 — 151,251 Integrated-PV — — — — — 41,202 41,202 Other 1,627 277 8,104 124 7,001 23,538 40,671 Total revenues $ 551,118 $ 392,948 $ 49,483 $ 111,223 $ 46,164 $ 64,761 $ 1,215,697 See Note 16 for our revenue disaggregated by geographical region. The following table presents information related to our revenue recognized over time: Year Ended December 31, 2023 2022 2021 Percentage of revenue recognized over time 95 % 96 % 95 % The remainder of our revenue is for products and services transferred at a point in time, at which point revenue is recognized. Contract Balances The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers: December 31, 2023 December 31, 2022 Accounts receivable, net $ 153,362 $ 174,009 Accounts receivable retainage 33,826 38,057 Contract Assets Costs and estimated earnings in excess of billings 636,163 576,363 Contract Liabilities Billings in excess of cost and estimated earnings 52,903 34,796 Billings in excess of cost and estimated earnings, non-current (1) 18,393 7,617 Total contract liabilities $ 71,296 $ 42,413 (1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the consolidated balance sheets. The increase in contract assets for the year ended December 31, 2023 was primarily due to revenue recognized of $940,317, offset in part by billings of $886,788. Contract assets also increased due to reclassifications, primarily from contract liabilities as a result of timing of customer payments. The increase in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, as well as reclassifications from contract assets as a result of timing of customer payments. The advance payments and reclassifications exceeded the recognition of revenue as performance obligations were satisfied. For the year ended December 31, 2023, we recognized revenue of $160,713 and billed $184,174 to customers that had balances which were included in contract liabilities at December 31, 2022. The increase in contract assets for the year ended December 31, 2022 was primarily due to revenue recognized of $1,371,455, offset in part by billings of $1,103,926. Contract assets also increased due to reclassifications, primarily from contract liabilities as a result of timing of customer payments. The increase in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, as well as reclassifications from contract assets as a result of timing of customer payments. The advance payments and reclassifications exceeded the recognition of revenue as performance obligations were satisfied. For the year ended December 31, 2022, we recognized revenue of $135,506, and billed $129,749 to customers that had balances which were included in contract liabilities at December 31, 2021. Performance Obligations Our remaining performance obligations (“fully-contracted backlog”) represent the unrecognized revenue value of our contract commitments. Our backlog may vary significantly each reporting period based on the timing of major new contract commitments and the fully-contracted backlog may fluctuate with currency movements. In addition, our customers have the right, under some circumstances, to terminate contracts or defer the timing of our services and their payments to us. At December 31, 2023, we had fully-contracted backlog of $2,545,403 and approximately 32% of our fully-contracted backlog is anticipated to be recognized as revenue in the next twelve months. The remaining performance obligations primarily relate to the energy efficiency and renewable energy construction projects, including long-term O&M services related to these projects. The long-term services have varying initial contract terms, up to 25 years. We applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. Contract Acquisition Costs As of December 31, 2023 and 2022, we had capitalized commission costs of $1,735, related to contracts that were not completed, which were included in other assets in the accompanying consolidated balance sheets. For contracts that have a duration of less than one year, we follow a practical expedient and expense these costs when incurred. During the years ended December 31, 2023 and 2022, the amortization of commission costs related to contracts was not material and have been included in the accompanying consolidated statements of income. Project Development Costs The following table presents information related to our project development costs recognized in the consolidated statements of income on projects that converted to customer contracts: Year Ended December 31, 2023 2022 2021 Project development costs recognized $ 13,051 $ 15,507 $ 12,737 No impairment charges in connection with our commission costs or project development costs were recorded during the years ended December 31, 2023, 2022 and 2021. |
Business Acquisitions and Relat
Business Acquisitions and Related Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions and Related Transactions | BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS Enerqos Energy Solutions S.r.l. (“Enerqos”) On February 24, 2023, we signed a definitive purchase and sale agreement to acquire Enerqos, a renewable energy and energy efficiency company headquartered in Milan, Italy. The acquisition closed on March 30, 2023 and the total purchase consideration was $13,445, of which $9,535 has been paid. There is no contingent consideration related to this acquisition. Cash acquired was $353, debt assumed was $3,951, and a deferred tax liability, net of $931 was recorded. In accordance with the SEC’s Regulation S-X and GAAP, we evaluated and determined that Enerqos is not deemed to be a significant subsidiary, therefore, we are not presenting the pro-forma effects of this acquisition on our operations. The estimated goodwill of $6,855 from the Enerqos acquisition consists largely of expected benefits, including the combined entities experience and the acquired workforce. This goodwill is not deductible for income tax purposes. The estimated fair value of tangible and intangible assets acquired and liabilities assumed are based on management's estimates and assumptions that are preliminary and subject to adjustments. Any measurement period adjustments made within one year from acquisition date, are recorded as adjustments to goodwill. Any adjustments made beyond the measurement period will be included in our consolidated statements of income. The results of the acquisition since the date of the acquisition have been included in our operations as presented in the accompanying consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of cash flows. For the year ended December 31, 2023, we recognized $52,241 of revenue and $1,758 of net income relating to Enerqos since the acquisition closed. A summary of the cumulative consideration paid, allocation of the purchase price, and adjustments made for the Enerqos acquisition are presented in the table below: Preliminary March 31, 2023 Measurement Period Adjustment As Adjusted December 31, 2023 Cash $ 9,535 $ — $ 9,535 Long-term debt assumed, net of current portions 3,951 — 3,951 FX adjustment (41) — (41) Fair value of consideration transferred $ 13,445 $ — $ 13,445 Cash and cash equivalents 190 — 190 Accounts receivable 6,230 — 6,230 Costs and estimated earnings in excess of billings 8,985 — 8,985 Prepaid expenses and other current assets 16,504 — 16,504 Project development costs 5,140 — 5,140 Property and equipment and energy assets 1,234 — 1,234 Intangible assets 4,438 — 4,438 Long-term restricted cash 163 — 163 Accounts payable (15,480) — (15,480) Accrued expenses and other current liabilities (4,510) 165 (4,345) Current portions of long-term debt (15,165) — (15,165) Deferred income tax liabilities, net (931) — (931) Other liabilities (208) — (208) Recognized identifiable assets acquired and liabilities assumed $ 6,590 $ 165 $ 6,755 Goodwill $ 6,855 $ (165) $ 6,690 Juice Technologies, Inc. (d/b/a Plug Smart) In November 2021, we entered into a stock purchase agreement to acquire all of the stock of Plug Smart, an Ohio-based energy services company that specializes in the development and implementation of budget neutral capital improvement projects including building controls and building automation systems. In December 2021, we completed the acquisition of Plug Smart and as of December 31, 2023, we paid $21,767 in cash. See table below and Note 18 for additional information on contingent consideration. A summary of the cumulative consideration paid, allocation of the purchase price, and adjustments made for the Plug Smart acquisition are presented in the table below: Preliminary December 31, 2021 Measurement Period Adjustment As Adjusted December 31, 2022 Cash $ 17,692 $ — $ 17,692 Fair value of earn out 2,160 (19) 2,141 Hold-back 750 — 750 Working capital adjustment 638 (128) 510 Fair value of consideration transferred $ 21,240 $ (147) $ 21,093 Cash and cash equivalents 2,771 — 2,771 Accounts receivable 3,370 — 3,370 Costs and estimated earnings in excess of billings 1,663 — 1,663 Prepaid expenses and other current assets 1,499 — 1,499 Intangible assets 6,354 (409) 5,945 Operating lease assets 488 — 488 Accounts payable (1,795) — (1,795) Accrued expenses and other current liabilities (964) (127) (1,091) Current portion of operating lease liabilities (145) — (145) Billings in excess of cost and estimated earnings (2,464) — (2,464) Deferred income tax liabilities (1,693) — (1,693) Long-term operating lease liabilities, net of current portion (343) — (343) Recognized identifiable assets acquired and liabilities assumed $ 8,741 $ (536) $ 8,205 Goodwill $ 12,499 $ 389 $ 12,888 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill, Net Our annual goodwill impairment review is performed during the fourth quarter each year-end using a quantitative approach. We tested goodwill for impairment at the reporting unit level utilizing the income approach which included a discounted cash flow method with a market approach. Based on our assessment during the fourth quarter ended December 31, 2023, one reporting unit had a fair value that was 2% less than the carrying value and we recorded a $1,644 goodwill impairment, which was $2,222 after taking into account the effect of deferred income taxes. The impairment was primarily driven by a decline in projected cash flows, including revenues and profitability. The impairment charges are included in the asset impairments within the consolidated statements of income for the year ended December 31, 2023. All other reporting units with goodwill had estimated fair values that exceeded their carrying values by at least 16% as of December 31, 2023 and 20% as of December 31, 2022. There was no goodwill impairment for the years ended December 31, 2022 and 2021. The changes in the goodwill balances by reportable segment are as follows: U.S. Regions U.S. Federal Canada Alternative Europe Other Total Carrying Value of Goodwill Balance, December 31, 2021 $ 39,204 $ 3,981 $ 3,454 $ — $ 6,627 $ 17,891 $ 71,157 Remeasurement adjustments 389 — — — — 389 Foreign currency translation — — (218) — (695) — (913) Balance, December 31, 2022 39,593 3,981 3,236 — 5,932 17,891 70,633 Goodwill acquired during the year — — — — 6,855 — 6,855 Remeasurement adjustments — — — — (165) — (165) Impairment charges, net of tax (2,222) — — — — — (2,222) Foreign currency translation — — 73 — 413 — 486 Balance, December 31, 2023 $ 37,371 $ 3,981 $ 3,309 $ — $ 13,035 $ 17,891 $ 75,587 Accumulated Goodwill Impairment Balance, December 31, 2022 $ — $ — $ (1,016) $ — $ — $ — $ (1,016) Balance, December 31, 2023 $ (2,222) $ — $ (1,016) $ — $ — $ — $ (3,238) Intangible Assets, Net Definite-lived intangible assets, net consisted of the following: As of December 31, 2023 2022 Gross carrying amount Customer contracts $ 8,859 $ 8,288 Customer relationships 21,182 17,755 Non-compete agreements 3,013 2,980 Technology 2,723 2,713 Tradenames 1,370 541 Total gross carrying amount 37,147 32,277 Accumulated Amortization Customer contracts 8,859 8,288 Customer relationships 14,979 13,066 Non-compete agreements 3,013 2,980 Technology 2,723 2,713 Tradenames 765 537 Total accumulated amortization 30,339 27,584 Intangible assets, net $ 6,808 $ 4,693 Customer contracts are amortized ratably over the period of the acquired customer contracts ranging in periods from approximately one four Separable intangible assets that are not deemed to have indefinite lives are amortized over their useful lives. We annually assess whether a change in the useful life is necessary, or more frequently if events or circumstances warrant. No changes to useful lives were made during the years ended December 31, 2023, 2022, and 2021. The table below sets forth amortization expense: Year Ended December 31, Location 2023 2022 2021 Customer contracts Cost of revenues $ — $ 551 $ — Customer relationships Selling, general and administrative expenses 2,141 1,303 310 Technology Selling, general and administrative expenses — 1 8 Tradenames Selling, general and administrative expenses 225 3 3 Total amortization expense $ 2,366 $ 1,858 $ 321 Amortization expense for our definite-lived intangible assets for the next five years to be included in selling, general, and administrative expenses is as follows: Estimated Amortization Expense 2024 $ 2,147 2025 2,146 2026 1,714 2027 640 2028 161 Total $ 6,808 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: December 31, 2023 2022 Furniture and office equipment $ 4,207 $ 3,023 Computer equipment and software costs 27,199 22,179 Leasehold improvements 2,570 2,483 Automobiles 2,041 1,896 Land 6,943 6,781 Property and equipment, gross 42,960 36,362 Less: accumulated depreciation (25,565) (20,655) Property and equipment, net $ 17,395 $ 15,707 The following table sets forth our depreciation expense on property and equipment: Year Ended December 31, Location 2023 2022 2021 Selling, general & administrative expenses $ 4,155 $ 2,665 $ 3,143 |
Energy Assets, Net
Energy Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets [Abstract] | |
Energy Assets, Net | ENERGY ASSETS, NET Energy assets, net consisted of the following: December 31, 2023 2022 Energy assets (1) $ 2,054,145 $ 1,493,913 Less: accumulated depreciation and amortization (364,721) (312,388) Energy assets, net $ 1,689,424 $ 1,181,525 (1) Includes financing lease assets (see Note 8), capitalized interest and ARO assets (see tables below). Also includes the energy asset project acquired in August 2023. See section below for additional information. Energy Asset Acquisitions In order to expand our portfolio of energy assets, we have acquired energy projects, which did not constitute businesses under the guidance discussed in Note 2. August 2023 Purchase and Sale Agreement On August 4, 2023, we entered into a purchase and sale agreement to acquire an energy asset project and rights to acquire 100% of the stock of Bright Canyon Energy Corporation (“BCE”) in a two-phased transaction exclusive of each other. Phase 1, the purchase of the energy asset project, closed on August 4, 2023 and did not constitute a business in accordance with ASC 805-50, Business Combinations. The adjusted purchase price for phase 1 was $87,964, of which $5,000 was paid in cash, $46,694 was financed through a seller’s note, and we assumed a construction loan on the energy asset project for $36,270. We also acquired cash of $11,206. During the year ended December 31, 2023, we paid $18,400 in principal on the sellers note and at December 31, 2023, the balance of the seller’s note was $28,294. See Note 9 for additional information about these loans. We agreed to sell back to the seller investment tax credits for the project acquired as part of this transaction for the fair market value of these credits in early in 2024 and recorded $20,970 in other receivables which is included in prepaid expenses and other current assets in the consolidated balance sheets. This amount was collected in January 2024. We also assumed a land lease for the energy asset project. See Note 8. for additional information on the lease. On December 28, 2023, we executed an amended and restated purchase and sale agreement, which primarily revised the timing of payments on phase 2. In the second phase, which closed on January 12, 2024, we acquired BCE, including its interest in a consolidated joint venture and its interests in project subsidiaries developing or with rights to develop solar, battery, and microgrid assets for a purchase price of $39,100. November 2023 Purchase Agreement On November 1, 2023, we purchased a solar asset project for $3,128, of which $1,251 has been paid to date. The remaining balance of $1,877 is included in accrued expenses and other current liabilities in the consolidated balance sheets at December 31, 2023. The payments are due when certain conditions as outlined in the agreement are met. 2022 Energy Asset Acquisitions During the year ended December 31, 2022, we purchased two energy projects, one solar and one wind, for $11,022. Depreciation and Amortization The following table sets forth our depreciation and amortization expense on energy assets, net of deferred grant amortization: Year Ended December 31, Location 2023 2022 2021 Cost of revenues (1) $ 59,390 $ 49,755 $ 43,113 (1) Includes depreciation and amortization expense on financing lease assets. See Note 8. Capitalized Interest The following table presents the interest costs relating to construction financing during the period of construction, which were capitalized as part of energy assets, net: Year Ended December 31, 2023 2022 2021 Capitalized interest $ 43,561 $ 13,050 $ 2,814 Long-lived Asset Impairment During December 2023, there was a triggering event which caused us to perform an impairment analysis on an energy asset group. The triggering event was related to the requirement to shut down the plant and replace transmission lines due to transfer trip issues. We determined that the cost to overhaul the transfer trip line would be cost prohibitive, therefore, we made a decision to shut the plant down. As a result, we recorded an impairment charge of $1,298, which fully impaired this asset group. During December 2023, there was an additional energy asset group that had successive years of losses, the PPA expires in November 2024, and we expect losses to continue in 2024, therefore, we recorded an impairment charge of $311, which fully impaired this asset group. Both of these asset groups were within the Alternative Fuels segment. During September 2021, there was a triggering event which caused us to perform an impairment analysis on an energy asset group within the Alternative Fuels segment. This triggering event was related to a decision by the applicable state environmental agency to discontinue an environmental permit. This action materially modified the obligation of the landfill owner to continue maintaining the wellfield, therefore, we plan to decommission the impacted landfill gas plant. As a result, we recorded an impairment charge of $1,901, which fully impaired this asset group. The impairment charges are included in asset impairments within the consolidated statements of income for the years ended December 31, 2023 and 2021. There were no impairment charges for the year ended December 31, 2022. Customer Energy Asset Projects We include certain customer energy asset projects in our energy assets, as we control and operate the assets as well as obtain financing during the construction and operating periods of the assets. We also carry a liability associated with these energy assets as we have an obligation to the customer for performance of the asset. Provided that performance criteria are met, the customer is responsible for repayment of the liability to the financing party. As of December 31, 2023 there were six energy asset projects which were included in energy assets and as of December 31, 2022, there were five. The liabilities recognized in association with these customer energy assets were as follows: December 31, Location 2023 2022 Accrued expenses and other current liabilities $ 598 $ 261 Other liabilities 41,680 27,168 Total customer energy asset projects liability $ 42,278 $ 27,429 ARO Assets and ARO Liabilities Our ARO assets and ARO liabilities relate to the removal of equipment and pipelines at certain renewable gas projects and obligations related to the decommissioning of certain solar facilities. The following tables sets forth information related to our ARO assets and ARO liabilities: December 31, Location 2023 2022 ARO assets, net Energy assets, net $ 4,800 $ 2,359 ARO liabilities, non-current Other liabilities $ 5,960 $ 3,052 Year Ended December 31, 2023 2022 2021 Depreciation expense of ARO assets $ 215 $ 146 $ 113 Accretion expense of ARO liabilities $ 258 $ 146 $ 123 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | LEASES We enter into a variety of operating lease agreements through the normal course of business including certain administrative offices. The leases are long-term, non-cancelable real estate lease agreements, expiring at various dates through fiscal 2032. The agreements generally provide for fixed minimum rental payments and the payment of utilities, real estate taxes, insurance, and repairs. We also lease vehicles, IT equipment and certain land parcels related to our energy projects, expiring at various dates through fiscal 2059. The office and land leases make up a significant portion of our operating lease activity. Many of these leases have one or more renewal options that allow us, at our discretion, to renew the lease for six months to seven years. Only renewal options that we believed were likely to be exercised were included in our lease calculations. Many land leases include minimum lease payments that commence or increase when the related project becomes operational. In these cases, we estimated the commercial operation date used to calculate the ROU asset and minimum lease payments. A portion of our real estate leases are generally subject to annual changes in the Consumer Price Index (“CPI”). We utilized each lease’s minimum lease payments to calculate the lease balances upon transition. The subsequent increases in rent based on changes in CPI were excluded and will be excluded for future leases from the calculation of the lease balances but will be recorded to the consolidated statements of income as part of our operating lease costs. The discount rate was calculated using an incremental borrowing rate based on financing rates on secured comparable notes with comparable terms and a synthetic credit rating calculated by a third party. We elected to apply the discount rate using the remaining lease term at the date of adoption. We also enter into leases for service agreements and other leases related to our construction projects such as equipment, mobile trailers, and other temporary structures. We utilize the portfolio approach for this class of lease, which are either short-term leases or are not material. Rent and related expenses were as follows: Year Ended December 31, 2023 2022 2021 Rent and related expenses $ 10,504 $ 9,199 $ 9,740 We have a number of leases that are classified as financing leases, which related to transactions that were considered sale-leasebacks under ASC 840. See the sale-leaseback section below for additional information on our financing leases. The table below sets forth supplemental balance sheet information related to leases: December 31, 2023 2022 Operating Leases Operating lease assets $ 58,586 $ 38,224 Current portion of operating lease liabilities $ 13,569 $ 5,829 Long-term operating lease liabilities, net of current portion 42,258 31,703 Total Operating lease liabilities $ 55,827 $ 37,532 Weighted-average remaining lease term 18 years 13 years Weighted-average discount rate 6.6 % 6.0 % Financing Leases (1) Energy assets, net $ 27,262 $ 29,365 Current portions of financing lease liabilities $ 871 $ 1,992 Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 13,057 14,068 Total financing lease liabilities $ 13,928 $ 16,060 Weighted-average remaining lease term 13 years 14 years Weighted-average discount rate 12.05 % 12.1 % (1) Includes sale-leaseback transactions entered into prior to January 1, 2019. The costs related to our leases were as follows: Year Ended December 31, 2023 2022 2021 Operating Leases Operating lease costs $ 9,416 $ 8,372 $ 8,780 Financing Leases Amortization expense 2,103 2,104 2,129 Interest on lease liabilities 1,804 2,147 2,541 Total financing lease costs 3,907 4,251 4,670 Total lease costs $ 13,323 $ 12,623 $ 13,450 Supplemental cash flow information related to our leases was as follows: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,724 $ 7,978 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 25,225 $ 4,872 (1) Includes non-monetary lease transactions of $13,941. See disclosure below for additional information. The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 16,390 $ 2,317 2025 11,068 2,213 2026 5,813 2,054 2027 4,781 1,922 2028 4,186 1,955 Thereafter 79,489 15,935 Total minimum lease payments $ 121,727 $ 26,396 Less: interest 65,900 12,468 Present value of lease liabilities $ 55,827 $ 13,928 We have a future lease commitment for a ground lease which does not yet meet the criteria for recording a ROU asset or ROU liability. The net present value of this commitment totals $10,500 as of December 31, 2023 which relate to lease payments to be made over a 20-year period. The energy asset project related to this lease was sold during the year ended December 31, 2023, and once the final closing takes place in 2024 this lease will be assigned to the buyer. Non-monetary Lease Transactions We have two lease liabilities consisting of payment obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration were recorded during the twelve months ended December 31, 2023 based on the fair market value of the project services or back up power expected to be provided, as noted below. In January 2023, a 37-year land lease commenced with the United States Navy (“Navy”), which expires in 2059. We are working to complete an In-Kind Consideration Project (“IKCP”), which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCP. In August 2023, we acquired an energy asset project and assumed the related 30-year land lease agreement with the United States Army (“Army”), which commenced in 2022 and expires in 2052. We are providing backup power as a stand ready obligation as consideration towards our lease obligation. See Note 7 Energy Assets, Net for additional information. Sale-leasebacks and Financing Leases We entered into sale-leaseback arrangements for solar PV energy assets prior to January 1, 2019, which remain under the previous guidance. The following table presents a summary of amounts related to these sale-leasebacks included in our consolidated balance sheets: December 31, 2023 2022 Deferred loss, short-term, net 115 115 Deferred loss, long-term, net 1,340 1,455 Total deferred loss $ 1,455 $ 1,570 Deferred gain, short-term, net 345 345 Deferred gain, long-term, net 4,085 4,430 Total deferred gain $ 4,430 $ 4,775 Net gains from amortization expense in cost of revenues related to deferred gains and losses were $230, $383 and $230 for the years ended December 31, 2023, 2022, and 2021, respectively. August 2018 Master Sale-leaseback We enter into amendments to our August 2018 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the year ended December 31, 2023, we entered into amendments to this facility which extended the current maturity date to March 31, 2024. We sold and leased back six energy assets for $103,129 in cash proceeds under this facility during the year ended December 31, 2023. The agreements have low interest rates ranging from 0% to 1.17%, as a result of tax credits which were transferred to the counterparty. As of December 31, 2023, a majority of the total commitment of $350,000 remained available under this lending commitment. December 2020 Master Sale-leaseback We enter into amendments to our December 2020 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the year ended December 31, 2023, we sold and leased back three energy assets for $9,201 in cash proceeds under this facility. As of December 31, 2023, no funding is available under this lending commitment. See Note 9 for additional information on these financing facilities. |
Leases | LEASES We enter into a variety of operating lease agreements through the normal course of business including certain administrative offices. The leases are long-term, non-cancelable real estate lease agreements, expiring at various dates through fiscal 2032. The agreements generally provide for fixed minimum rental payments and the payment of utilities, real estate taxes, insurance, and repairs. We also lease vehicles, IT equipment and certain land parcels related to our energy projects, expiring at various dates through fiscal 2059. The office and land leases make up a significant portion of our operating lease activity. Many of these leases have one or more renewal options that allow us, at our discretion, to renew the lease for six months to seven years. Only renewal options that we believed were likely to be exercised were included in our lease calculations. Many land leases include minimum lease payments that commence or increase when the related project becomes operational. In these cases, we estimated the commercial operation date used to calculate the ROU asset and minimum lease payments. A portion of our real estate leases are generally subject to annual changes in the Consumer Price Index (“CPI”). We utilized each lease’s minimum lease payments to calculate the lease balances upon transition. The subsequent increases in rent based on changes in CPI were excluded and will be excluded for future leases from the calculation of the lease balances but will be recorded to the consolidated statements of income as part of our operating lease costs. The discount rate was calculated using an incremental borrowing rate based on financing rates on secured comparable notes with comparable terms and a synthetic credit rating calculated by a third party. We elected to apply the discount rate using the remaining lease term at the date of adoption. We also enter into leases for service agreements and other leases related to our construction projects such as equipment, mobile trailers, and other temporary structures. We utilize the portfolio approach for this class of lease, which are either short-term leases or are not material. Rent and related expenses were as follows: Year Ended December 31, 2023 2022 2021 Rent and related expenses $ 10,504 $ 9,199 $ 9,740 We have a number of leases that are classified as financing leases, which related to transactions that were considered sale-leasebacks under ASC 840. See the sale-leaseback section below for additional information on our financing leases. The table below sets forth supplemental balance sheet information related to leases: December 31, 2023 2022 Operating Leases Operating lease assets $ 58,586 $ 38,224 Current portion of operating lease liabilities $ 13,569 $ 5,829 Long-term operating lease liabilities, net of current portion 42,258 31,703 Total Operating lease liabilities $ 55,827 $ 37,532 Weighted-average remaining lease term 18 years 13 years Weighted-average discount rate 6.6 % 6.0 % Financing Leases (1) Energy assets, net $ 27,262 $ 29,365 Current portions of financing lease liabilities $ 871 $ 1,992 Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 13,057 14,068 Total financing lease liabilities $ 13,928 $ 16,060 Weighted-average remaining lease term 13 years 14 years Weighted-average discount rate 12.05 % 12.1 % (1) Includes sale-leaseback transactions entered into prior to January 1, 2019. The costs related to our leases were as follows: Year Ended December 31, 2023 2022 2021 Operating Leases Operating lease costs $ 9,416 $ 8,372 $ 8,780 Financing Leases Amortization expense 2,103 2,104 2,129 Interest on lease liabilities 1,804 2,147 2,541 Total financing lease costs 3,907 4,251 4,670 Total lease costs $ 13,323 $ 12,623 $ 13,450 Supplemental cash flow information related to our leases was as follows: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,724 $ 7,978 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 25,225 $ 4,872 (1) Includes non-monetary lease transactions of $13,941. See disclosure below for additional information. The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 16,390 $ 2,317 2025 11,068 2,213 2026 5,813 2,054 2027 4,781 1,922 2028 4,186 1,955 Thereafter 79,489 15,935 Total minimum lease payments $ 121,727 $ 26,396 Less: interest 65,900 12,468 Present value of lease liabilities $ 55,827 $ 13,928 We have a future lease commitment for a ground lease which does not yet meet the criteria for recording a ROU asset or ROU liability. The net present value of this commitment totals $10,500 as of December 31, 2023 which relate to lease payments to be made over a 20-year period. The energy asset project related to this lease was sold during the year ended December 31, 2023, and once the final closing takes place in 2024 this lease will be assigned to the buyer. Non-monetary Lease Transactions We have two lease liabilities consisting of payment obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration were recorded during the twelve months ended December 31, 2023 based on the fair market value of the project services or back up power expected to be provided, as noted below. In January 2023, a 37-year land lease commenced with the United States Navy (“Navy”), which expires in 2059. We are working to complete an In-Kind Consideration Project (“IKCP”), which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCP. In August 2023, we acquired an energy asset project and assumed the related 30-year land lease agreement with the United States Army (“Army”), which commenced in 2022 and expires in 2052. We are providing backup power as a stand ready obligation as consideration towards our lease obligation. See Note 7 Energy Assets, Net for additional information. Sale-leasebacks and Financing Leases We entered into sale-leaseback arrangements for solar PV energy assets prior to January 1, 2019, which remain under the previous guidance. The following table presents a summary of amounts related to these sale-leasebacks included in our consolidated balance sheets: December 31, 2023 2022 Deferred loss, short-term, net 115 115 Deferred loss, long-term, net 1,340 1,455 Total deferred loss $ 1,455 $ 1,570 Deferred gain, short-term, net 345 345 Deferred gain, long-term, net 4,085 4,430 Total deferred gain $ 4,430 $ 4,775 Net gains from amortization expense in cost of revenues related to deferred gains and losses were $230, $383 and $230 for the years ended December 31, 2023, 2022, and 2021, respectively. August 2018 Master Sale-leaseback We enter into amendments to our August 2018 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the year ended December 31, 2023, we entered into amendments to this facility which extended the current maturity date to March 31, 2024. We sold and leased back six energy assets for $103,129 in cash proceeds under this facility during the year ended December 31, 2023. The agreements have low interest rates ranging from 0% to 1.17%, as a result of tax credits which were transferred to the counterparty. As of December 31, 2023, a majority of the total commitment of $350,000 remained available under this lending commitment. December 2020 Master Sale-leaseback We enter into amendments to our December 2020 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the year ended December 31, 2023, we sold and leased back three energy assets for $9,201 in cash proceeds under this facility. As of December 31, 2023, no funding is available under this lending commitment. See Note 9 for additional information on these financing facilities. |
Leases | LEASES We enter into a variety of operating lease agreements through the normal course of business including certain administrative offices. The leases are long-term, non-cancelable real estate lease agreements, expiring at various dates through fiscal 2032. The agreements generally provide for fixed minimum rental payments and the payment of utilities, real estate taxes, insurance, and repairs. We also lease vehicles, IT equipment and certain land parcels related to our energy projects, expiring at various dates through fiscal 2059. The office and land leases make up a significant portion of our operating lease activity. Many of these leases have one or more renewal options that allow us, at our discretion, to renew the lease for six months to seven years. Only renewal options that we believed were likely to be exercised were included in our lease calculations. Many land leases include minimum lease payments that commence or increase when the related project becomes operational. In these cases, we estimated the commercial operation date used to calculate the ROU asset and minimum lease payments. A portion of our real estate leases are generally subject to annual changes in the Consumer Price Index (“CPI”). We utilized each lease’s minimum lease payments to calculate the lease balances upon transition. The subsequent increases in rent based on changes in CPI were excluded and will be excluded for future leases from the calculation of the lease balances but will be recorded to the consolidated statements of income as part of our operating lease costs. The discount rate was calculated using an incremental borrowing rate based on financing rates on secured comparable notes with comparable terms and a synthetic credit rating calculated by a third party. We elected to apply the discount rate using the remaining lease term at the date of adoption. We also enter into leases for service agreements and other leases related to our construction projects such as equipment, mobile trailers, and other temporary structures. We utilize the portfolio approach for this class of lease, which are either short-term leases or are not material. Rent and related expenses were as follows: Year Ended December 31, 2023 2022 2021 Rent and related expenses $ 10,504 $ 9,199 $ 9,740 We have a number of leases that are classified as financing leases, which related to transactions that were considered sale-leasebacks under ASC 840. See the sale-leaseback section below for additional information on our financing leases. The table below sets forth supplemental balance sheet information related to leases: December 31, 2023 2022 Operating Leases Operating lease assets $ 58,586 $ 38,224 Current portion of operating lease liabilities $ 13,569 $ 5,829 Long-term operating lease liabilities, net of current portion 42,258 31,703 Total Operating lease liabilities $ 55,827 $ 37,532 Weighted-average remaining lease term 18 years 13 years Weighted-average discount rate 6.6 % 6.0 % Financing Leases (1) Energy assets, net $ 27,262 $ 29,365 Current portions of financing lease liabilities $ 871 $ 1,992 Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 13,057 14,068 Total financing lease liabilities $ 13,928 $ 16,060 Weighted-average remaining lease term 13 years 14 years Weighted-average discount rate 12.05 % 12.1 % (1) Includes sale-leaseback transactions entered into prior to January 1, 2019. The costs related to our leases were as follows: Year Ended December 31, 2023 2022 2021 Operating Leases Operating lease costs $ 9,416 $ 8,372 $ 8,780 Financing Leases Amortization expense 2,103 2,104 2,129 Interest on lease liabilities 1,804 2,147 2,541 Total financing lease costs 3,907 4,251 4,670 Total lease costs $ 13,323 $ 12,623 $ 13,450 Supplemental cash flow information related to our leases was as follows: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,724 $ 7,978 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 25,225 $ 4,872 (1) Includes non-monetary lease transactions of $13,941. See disclosure below for additional information. The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 16,390 $ 2,317 2025 11,068 2,213 2026 5,813 2,054 2027 4,781 1,922 2028 4,186 1,955 Thereafter 79,489 15,935 Total minimum lease payments $ 121,727 $ 26,396 Less: interest 65,900 12,468 Present value of lease liabilities $ 55,827 $ 13,928 We have a future lease commitment for a ground lease which does not yet meet the criteria for recording a ROU asset or ROU liability. The net present value of this commitment totals $10,500 as of December 31, 2023 which relate to lease payments to be made over a 20-year period. The energy asset project related to this lease was sold during the year ended December 31, 2023, and once the final closing takes place in 2024 this lease will be assigned to the buyer. Non-monetary Lease Transactions We have two lease liabilities consisting of payment obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration were recorded during the twelve months ended December 31, 2023 based on the fair market value of the project services or back up power expected to be provided, as noted below. In January 2023, a 37-year land lease commenced with the United States Navy (“Navy”), which expires in 2059. We are working to complete an In-Kind Consideration Project (“IKCP”), which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCP. In August 2023, we acquired an energy asset project and assumed the related 30-year land lease agreement with the United States Army (“Army”), which commenced in 2022 and expires in 2052. We are providing backup power as a stand ready obligation as consideration towards our lease obligation. See Note 7 Energy Assets, Net for additional information. Sale-leasebacks and Financing Leases We entered into sale-leaseback arrangements for solar PV energy assets prior to January 1, 2019, which remain under the previous guidance. The following table presents a summary of amounts related to these sale-leasebacks included in our consolidated balance sheets: December 31, 2023 2022 Deferred loss, short-term, net 115 115 Deferred loss, long-term, net 1,340 1,455 Total deferred loss $ 1,455 $ 1,570 Deferred gain, short-term, net 345 345 Deferred gain, long-term, net 4,085 4,430 Total deferred gain $ 4,430 $ 4,775 Net gains from amortization expense in cost of revenues related to deferred gains and losses were $230, $383 and $230 for the years ended December 31, 2023, 2022, and 2021, respectively. August 2018 Master Sale-leaseback We enter into amendments to our August 2018 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the year ended December 31, 2023, we entered into amendments to this facility which extended the current maturity date to March 31, 2024. We sold and leased back six energy assets for $103,129 in cash proceeds under this facility during the year ended December 31, 2023. The agreements have low interest rates ranging from 0% to 1.17%, as a result of tax credits which were transferred to the counterparty. As of December 31, 2023, a majority of the total commitment of $350,000 remained available under this lending commitment. December 2020 Master Sale-leaseback We enter into amendments to our December 2020 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the year ended December 31, 2023, we sold and leased back three energy assets for $9,201 in cash proceeds under this facility. As of December 31, 2023, no funding is available under this lending commitment. See Note 9 for additional information on these financing facilities. |
Debt and Financing Lease Liabil
Debt and Financing Lease Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Financing Lease Liabilities | DEBT AND FINANCING LEASE LIABILITIES Debt was comprised of the following: As of December 31, 2023 2022 Senior secured credit facility, 9.12%, due January 2024 to March 2025 (1) (8) $ 279,900 $ 477,900 June 2020 construction revolver, 6.96%, due March 2024 (2) (8) $ 20,705 $ 39,536 July 2020 construction revolver, 5.92%, due June 2023 (2) (8) — 5,855 April 2023 construction credit facility, 6.82%, due July 2024 134,415 — August 2023 construction credit facility, 9.34%, due August 2026 278,858 — August 2023 construction revolver, 6.85%, due April 2030 36,270 — Subtotal energy asset construction facilities $ 470,248 $ 45,391 January 2006 variable rate term loan, 0.00%, due June 2024 (2) (3) $ — $ 3,403 October 2011 term loan, 6.11% due June 2028 (5) 1,976 2,348 October 2012 variable rate term loan, 7.88%, due June 2025 (4) (8) 34,453 37,204 September 2015 variable rate term loan, 7.21%, due March 2028 (4) (8) 13,747 14,084 August 2016 term loan, 4.95%, due June 2031 (4) 2,253 2,588 March 2017 term loan, 5.00%, due March 2028 (4) — 2,258 April 2017 term loan, 4.50%, due April 2027 (5) — 1,846 April 2017 term loan, 5.61%, due February 2034 (4) 1,348 1,437 June 2017 variable rate term loan, 7.81%, due December 2027 (4) (8) 7,158 7,874 June 2018 term loan, 5.15%, due December 2038 (2) (4) 21,063 23,255 June 2018 variable rate term loan, 7.41%, due June 2033 (2) (8) (3) 6,592 6,951 October 2018 variable rate term loan, 7.86%, due October 2029 (2) (8) (5) 6,145 6,977 November 2020 fixed rate note, 3.58%, due December 2027 (4) 2,004 2,425 June 2021 fixed rate note, 4.92%, due June 2045 (4) 3,489 3,474 July 2021 fixed rate note, 3.25%, due March 2046 (2) (4) 35,090 37,302 July 2021 variable rate term loan, 9.01%, due July 2030 (2) (4) (8) 2,140 2,915 June 2022 fixed rate shelf note, 5.45%, due March 2042 (2) (4) 6,395 6,859 October 2022 fixed rate financing facility, 6.70%, due August 2039 349,093 92,203 March 2023 fixed rate shelf note 5.99%, due, December 2047 (2) (4) 21,984 — August 2023 seller's promissory note, 5.00%, due January 2024 28,294 — August 2023 fixed rate note, 5.70%, due April 2047 (2) 3,520 — Various Enerqos financing facilities 17,786 — Subtotal energy asset term loans $ 564,530 $ 255,403 August 2018 master sale-leaseback, 0.00% to 1.86%, due July 2039 to July 2047 (3) (6) $ 163,504 $ 104,011 December 2020 master sale-leaseback, 0.00%, due December 2040 to March 2043 (4) (6) 22,194 16,912 Subtotal sale-leasebacks $ 185,698 $ 120,923 Financing leases (7) $ 13,928 $ 16,060 Total debt and financing leases $ 1,514,304 $ 915,677 Less: current maturities, net of unamortized discount 322,247 331,479 Less: unamortized discount and debt issuance costs 21,982 15,563 Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs $ 1,170,075 $ 568,635 (1) Facility has interest at varying rates monthly in arrears. (2) These agreements have acceleration causes that, in the event of default, as defined, the payee has the option to accelerate payment terms and make the remaining principal and the required interest balance due according to the agreement. (3) Facility is payable in semi-annual installments. (4) Facility is payable in quarterly installments. (5) Facility is payable in monthly installments. (6) These agreements are sale-leaseback arrangements and are accounted for as failed sales under the guidance and are classified as financing liabilities. See Note 8. (7) Financing leases are sale-leaseback arrangements under previous guidance and do not include approximately $12,468 in future interest payments as of December 31, 2023 and $14,212 as of December 31, 2022. See Note 8. (8) These agreements are now using the Secured Overnight Financing Rate (“SOFR”) as the primary reference rate used to calculate interest. The following table presents the aggregate maturities of long-term debt and financing leases as of December 31, 2023: 2024 $ 324,423 2025 298,569 2026 340,080 2027 62,162 2028 59,250 Thereafter 429,820 Total maturities $ 1,514,304 Senior Secured Credit Facility - Revolver and Term Loans In March 2022, we entered into the fifth amended and restated senior secured credit facility with five banks, which included the following amendments: • increased the aggregate amount of total commitments from $245,000 to $495,000, • increased the aggregate amount of the revolving commitments from $180,000 to $200,000, • increased the existing term loan A from $65,000 to $75,000, • extended the maturity date of the revolving commitment and term loan A from June 28, 2024 to March 4, 2025, • added a delayed draw term loan A for up to $220,000 through a September 4, 2023 maturity date, • increased the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 4.50 for the quarter ended March 31, 2022; 4.25 for the quarter ending June 30, 2022, 4.00 for the quarters ending September 30, 2022 and December 31, 2022; and 3.50 thereafter, • specified the debt service coverage ratio (the ratio of (a) cash flow of the core Ameresco companies, to (b) debt service of the core Ameresco companies as of the end of each fiscal quarter) to be less than 1.5, and • increased our limit under an energy conversation project financing to $650,000, which provides us with flexibility to grow our federal business further. We accounted for this amendment as a modification and at closing we incurred $2,048 in lenders fees which were reflected as debt discount and $352 in third party fees which were reflected as debt issuance costs. The unamortized debt discount and issuance costs of the previous agreement are being amortized over the remaining term of the amended agreement, with the exception of $96 of costs relating to a previous syndicated lender which did not participate in this amendment. These costs were expensed in other expenses, net during the year ended December 31, 2023. In June 2022, we entered into the first amendment to the fifth amended and restated senior secured credit facility, which increased the maximum indebtedness incurred under an energy conservation project financing from $650,000 to $725,000 from and after April 1, 2022, to and including December 30, 2022. As of December 31, 2022, the maximum indebtedness incurred under an energy conservation project financing reverted back to $650,000. On March 17, 2023, we entered into amendment number two to the fifth amended and restated senior secured credit facility with five banks to increase the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 4.00 for the quarters ending March 31, 2023 and June 30, 2023, and 3.50 thereafter. On August 24, 2023, we entered into amendment number three to the fifth amended and restated senior secured credit facility to extend the maturity date of the delayed draw term loan A, such that after paying $55,000 in connection with the amendment in August 2023, $45,000 was due November 15, 2023, and the remaining principal amount was due December 15, 2023. The amendment also increased the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 4.25 for the quarter ending September 30, 2023, and 3.50 thereafter. On December 11, 2023, we entered into amendment number four to the fifth amended and restated senior secured credit facility to extend the maturity date of the delayed draw term loan A where $10,000 was due and paid on both January 31, 2024 and February 14, 2024, and an additional $10,000 payment due is on March 31, 2024. The remaining principal amount of $35,000 is due on April 15, 2024. There is also an additional 0.125% fee on the delayed draw term loan A, with $81 due on January 31, 2024, $69 due on February 29, 2024, and $56 due on March 31, 2024. The overall rate table for all loans under the current agreement was also increased by 0.25%. The amendment also increased the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 3.75 for the quarter ending December 31, 2023, and 3.50 thereafter. We made principal payments on the delayed draw term loan A totaling $155,000 during the year ended December 31, 2023. The amendment also added a covenant that requires Ameresco to use commercially reasonable efforts assuming normal market conditions to raise and, by April 15, 2024, close on a minimum of $100,000 equity or subordinated debt financing if the Cathode site under the Southern California Edison (“SCE”) contract does not achieve substantial completion by January 31, 2024, which was not achieved. Net proceeds from such financing would be required to be used to repay outstanding amounts on the senior secured credit facility. The revolving credit facility may be increased up to an additional $100,000 in increments of at least $25,000 at the approval of lenders, subject to certain conditions. Up to $20,000 of the revolving credit facility may be borrowed in Canadian dollars, Euros, or pounds sterling. We are the sole borrower under the credit facility. The obligations under the credit facility are guaranteed by certain of our direct and indirect wholly owned domestic subsidiaries and are secured by a pledge of all of Ameresco’s and such subsidiary guarantors’ assets, other than the equity interests of certain subsidiaries and assets held in non-core subsidiaries (as defined in the agreement). The table below sets forth amounts outstanding under the senior credit facility: Rate as of December 31, 2023 As of December 31, 2023 2022 Term loan A 8.70 % $ 75,000 $ 75,000 Delayed draw term loan A 8.70 % $ 65,000 $ 220,000 Revolving credit facility 9.54 % $ 139,900 $ 182,900 Total senior secured credit facility outstanding $ 279,900 $ 477,900 Less: unamortized debt discount and debt issuance costs $ (884) $ (1,562) Total senior secured credit facility outstanding, net $ 279,016 $ 476,338 As of December 31, 2023, funds of $37,489 were available for borrowing under the revolving credit facility and we had $12,868 in letters of credit outstanding. We expect to use the remaining funds available under the credit facility for general corporate purposes, including permitted acquisitions, refinancing of existing indebtedness and working capital. The interest rate for borrowings under the credit facility is based on (i) each term loan shall bear interest at the term SOFR for such interest period plus the applicable rate for such facility; (ii) each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable rate; (iii) each alternative currency daily rate loan shall bear at a rate per annum equal to the alternative currency daily rate plus the applicable rate; (iv) each alternative currency term rate loan shall bear interest at a rate per annum equal to the alternative currency term rate for such interest period plus the applicable rate; and (v) each swingline loan shall bear interest at a rate per annum equal to the base rate plus the applicable rate. The revolving credit facility does not require amortization of principal. The term loan requires quarterly principal payments of $1,250 beginning in the first quarter of 2024, with the balance due at maturity. All borrowings may be paid before maturity in whole or in part at our option without penalty or premium, other than reimbursement of any breakage and deployment costs in the case of LIBOR borrowings. The credit facility limits Ameresco’s and our subsidiaries’ ability to, among other things: incur additional indebtedness; incur liens or guarantee obligations; merge, liquidate or dispose of assets; make acquisitions or other investments; enter into hedging agreements; pay dividends and make other distributions and engage in transactions with affiliates, except in the ordinary course of business on an arms’ length basis. Under the credit facility, Ameresco and our core domestic subsidiaries may not invest cash or property in, or loan to, our non-core subsidiaries in aggregate amounts exceeding 49% of our consolidated stockholders’ equity. In addition, we and our core subsidiaries must maintain a ratio of total funded debt to EBITDA as noted above, and a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0. Any failure to comply with the financial or other covenants of the credit facility would not only prevent us from being able to borrow additional funds, but would constitute a default, permitting the lenders to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility, to terminate the credit facility, and enforce liens against the collateral. The credit facility also includes several other customary events of default, including a change in control of Ameresco, permitting the lenders to accelerate the indebtedness, terminate the credit facility, and enforce liens against the collateral. For purposes of our senior secured facility, EBITDA, as defined, excludes the results of certain renewable energy projects that we own and for which financing from others remains outstanding; total funded debt, as defined, includes amounts outstanding under both the term loan and revolver portions of the senior secured credit facility plus other indebtedness, but excludes limited recourse indebtedness of project company subsidiaries; and debt service, as defined, includes principal and interest payments on the indebtedness included in total funded debt other than principal payments on the revolver portion of the facility. Energy Asset Construction Facilities June 2020 Construction Revolver, 6.96%, due March 2024 In June 2020, we entered into a revolving construction loan agreement with a bank, with an aggregate borrowing capacity of $100,000 for use in financing the construction cost of our owned projects. In December 2022, we amended and restated the June 2020 construction loan agreement which modified the reference rate from LIBOR to SOFR as a result of the expected cessation of LIBOR. Per the amendment, this instrument will bear interest at the applicable term SOFR rate plus an applicable margin of 1.61%. During the year ended December 31, 2023, we entered into amendments to extend this revolver and the current maturity date is March 2024. During the year ended December 31, 2023, we drew down $11,809 under this revolver. As of December 31, 2023, $20,705 was outstanding and $79,295 was available for borrowing. March 2023 Construction Credit Facility, 2.00% On March 31, 2023, we entered into a credit agreement for a construction facility with a total commitment of CAD$100,000 which has an availability period of five years. As of December 31, 2023, no funds were drawn under this facility. During the availability period the loans will bear interest at a fixed rate of 2.00% and during the operating period the rate will range from 1.00% to 3.00% as set forth in the agreement. The maturity date is the earlier of twenty years from project commencement date or one year prior to the termination date of the last remaining energy services agreements. April 2023 Construction Credit Facility, 6.82%, due July 2024 On April 18, 2023, one of our consolidated joint venture subsidiaries (“JV”) entered into a construction loan agreement with two lenders for a principal amount of up to $140,844 under an energy asset credit facility. At the closing, the JV drew down $90,921 for construction of an energy asset and subsequently drew down an additional $43,493 as of December 31, 2023. Monthly payments of interest only on the loan will be due and payable in accordance with the provisions as set forth in the agreement. Any outstanding principal of the loan shall be paid in full no later than the maturity date (or in any event upon acceleration of the loan), together with all accrued and unpaid interest on such amount. The loan will be repaid after the energy asset project achieves provisional acceptance, through a sale-leaseback financing under lease agreements entered into between the same parties, as part of the closing documents. We acquired the remaining interest in this JV in January 2024 when we closed on the acquisition of BCE. August 2023 Construction Credit Facility, 9.34%, due August 2026 On August 18, 2023, we entered into a construction and development loan agreement which provides a loan in a principal amount of up to $300,000. At the closing, we drew down $200,000 under this facility, of which approximately $187,000 was used to reimburse Ameresco for development and construction costs. Subsequent to closing, we drew down an additional $78,857. The loan bears interest at a rate of 4.00% plus the greater of (i) Term SOFR for a one-month tenor and (ii) the 10-year United States treasury rate and a fee equal to 0.250% of any unused committed principal amount. The loan matures on August 31, 2026, with a one-year extension option that can be exercised if certain circumstances are met, including payment of a $3,000 extension fee. We plan to accrue the extension fee if the extension becomes probable. The obligations under the loan are guaranteed by all the related subsidiaries and are secured by the subsidiaries’ assets as well as our equity interest in the borrower entity and in the case of default under the facility, a default under our Senior Secured Credit Facility or a change in control of Ameresco, Inc., we are required to make capital contributions to the borrower entity who then would be required to use the proceeds from the capital contributions to repay the construction and development loan. Energy Asset Financing Facilities and Term Loans October 2022 Financing Facility, 6.70%, due August 2039 In October 2022, one of our subsidiaries entered into a loan agreement with a new lender under a credit facility, refinancing a previous credit facility originally signed on October 23, 2020, which was scheduled to expire March 31, 2026. The new loan was scheduled to mature on October 26, 2037, provided a principal amount of up to $125,000 and bore interest at a rate of 6.50% with a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender achieving an 8.25% “IRR” on funds borrowed under the facility, or the facility discharge date on October 26, 2047. The principal and interest payments are due in quarterly installments based on a five-year amortization schedule with the principal payments being adjusted based on the distributable cash flows from the three renewable natural gas projects owned and operated by the project companies. No up-front, commitment or structuring fees were payable on the credit facility. The obligations under the loan are guaranteed by all the related subsidiaries and are secured by the subsidiaries’ assets as well as our equity interest in the signing subsidiary. Borrowings under the credit facility are otherwise non-recourse to Ameresco. At the closing, we drew down $80,000 under this facility, approximately $26,530 of which was used to repay all amounts outstanding under the prior loan and the remainder was used to terminate swap obligations, pay transaction costs, make permitted distributions to Ameresco and for the project companies’ working capital needs. In addition, we terminated an interest rate swap and a commodity swap related to the prior loan before their maturity dates. These swap terminations resulted in a settlement gain on undesignated derivatives of $694. On December 21, 2022, we drew down an additional $15,000 under this facility. On March 31, 2023, we drew down $30,000 under this facility and on May 31, 2023, we entered into the first amendment to the loan agreement that increased the original commitment of $125,000 by an additional $90,000 to $215,000 and at closing we drew down the $90,000. The first amendment also contained the following amended terms: • The loan bears interest on the unpaid principal amount thereof from the date made through repayment at an interest rate of 6.38% per annum compared to the original rate of 6.50%. • The loan maturity date was changed from October 26, 2037 to May 31, 2038 On September 28, 2023, we amended and restated this facility to increase the maximum commitment from $215,000 to $500,000, to continue existing loans to project companies, to add certain renewable natural gas project companies to the loan portfolio, and to provide that additional wholly- and majority-owned project companies may be added to the loan portfolio subject to certain conditions. At the closing of the amendment and restatement, we drew down an additional $135,544 under the loan, which was used to pay transaction costs, reimburse project costs incurred by us, make other permitted distributions to Ameresco, and to fund the required reserve accounts. Subject to certain conditions, the facility allows for additional draws to be made up to the remaining principal amount to fund the construction and operation of renewable natural gas projects owned and operated by the project companies. The amendment and restatement also contained the following amended terms: • The loan bears interest at a rate of 6.70% with a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender achieving an 8.51% internal rate of return (“IRR”) on funds borrowed under the facility, or the facility discharge date which was extended to August 31, 2049. • The loan maturity date was changed from May 31, 2038 to August 31, 2039 • All borrowings may be paid before maturity in whole or in part at RNG Holdings’ option after August 30, 2027 provided that the lender’s IRR is achieved, and against a prepayment of 102% of par for prepayments between August 31, 2027 and August 31, 2029 and 101% of par for prepayments between September 1, 2029 and August 30, 2031. No call premium applies for payments after August 30, 2031. At closing, we incurred lender’s fees of $509, which was recorded as debt discount, and $305 in debt issuance costs which were expensed in other expenses, net during the year ended December 31, 2023. In December 2023, we drew down an additional $21,176 under this facility and as of December 31, 2023, $348,020 was outstanding, net of unamortized debt discount and issuance costs of $1,073. June 2022 Term Shelf Notes, 5.45%, due March 2042 under July 2021 Financing Facility In June 2022, two senior secured notes (“Shelf Notes”) due March 31, 2042 were issued under our shelf facility, with gross proceeds of $7,113. The Shelf Notes bear interest at a fixed rate of 5.45% per annum and are payable quarterly commencing September 30, 2022. March 2023 Term Shelf Notes 5.99%, due December 2047 under July 2021 Financing Facility On March 28, 2023, three senior secured notes (“Shelf Notes”) due December 31, 2047 were issued under our shelf facility, with gross proceeds of $22,625. The Shelf Notes bear interest at a fixed rate of 5.99% per annum and are payable quarterly commencing June 30, 2023. At closing, we incurred $282 in lender fees and debt issuance costs. In connection with the Shelf Notes, we recorded a derivative instrument for make-whole provisions with an initial value of $3,123, which was recorded as a debt discount. September 2015 Variable Rate Term Loan, 7.21%, due March 2028 On March 30, 2023, we entered into an amended and restated financing agreement (“Amended Agreement”) with the existing bank that extended the maturity date of the loan from March 30, 2023 to March 28, 2028. The Amended Agreement consists of a term loan of $14,084, an incremental term loan of $359 and a letter of credit of $899. The term loan bears interest at a variable rate, with interest payments due in quarterly installments. The rate at December 31, 2023 was 7.21% per annum. The remaining principal balance and unpaid interest is due March 28, 2028. As a result of this refinancing, we entered into a new interest rate swap contract with an initial notional amount of $14,084 and termination date of December 31, 2040. See Note 19 Derivative Instruments and Hedging Activities for additional information on this new swap contract. Debt Instruments - Energy Project Asset Acquisition As discussed in Note 4, on August 4, 2023, we acquired an energy asset project. The adjusted purchase price for phase 1 was $87,964. August 2023 Construction Revolver, 6.85%, due April 2030 In connection with the acquisition, we assumed a construction loan in the amount of $36,270. The construction loan bears interest at a monthly variable SOFR term rate, which was 6.85% per annum. Subject to the terms and conditions contained in the assumed credit agreement, the construction loan should have been converted into a term loan on or prior to July 31, 2023. On February 26, 2024, we received a waiver on this default and converted $36,270 of the construction loan into a term loan, which has a maturity date of April 2030. Therefore, the construction loan was classified as non-current at December 31, 2023. August 2023 Seller’s Promissory Note, 5.00%, due January 2024 We financed a portion of the purchase price for this acquisition through a seller’s note in the amount of $46,694. In September 2023, we paid $12,500 in principal on the seller’s promissory note and paid interest at a rate of 5.00%. As of December 31, 2023, the balance of the seller’s note was $28,294 after $5,900 was paid on December 27, 2023. The remaining balance was paid in January 2024, without bearing interest. Various Enerqos Financing Facilities Enerqos has several financing facilities with maturity dates from March 31, 2024 to June 30, 2028 with interest rates ranging from 5.1% to 8.0%. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The following table sets forth components of income before income taxes: Year Ended December 31, 2023 2022 2021 Domestic $ 30,211 $ 98,004 $ 74,256 Foreign 8,058 7,715 3,888 Income before income taxes $ 38,269 $ 105,719 $ 78,144 The components of the provision (benefit) for income taxes were as follows: Year Ended December 31, 2023 2022 2021 Current income tax provision (benefit): Federal $ 34 $ (722) $ (779) State 372 733 1,779 Foreign 1,255 1,202 844 Total current 1,661 1,213 1,844 Deferred income tax (benefit) provision: Federal (22,677) 2,528 (8,025) State (5,657) 2,300 3,561 Foreign 1,038 1,129 573 Total deferred (27,296) 5,957 (3,891) Total income tax (benefit) provision $ (25,635) $ 7,170 $ (2,047) Our deferred tax assets and liabilities result primarily from temporary differences between financial reporting and tax recognition of depreciation, energy efficiency, sale-leasebacks and other accruals, and net operating loss carryforwards. Deferred tax assets and liabilities consisted of the following: December 31, 2023 2022 Deferred income tax assets: Compensation accruals $ 4,137 $ 3,306 Reserves 5,906 4,111 Sale-leasebacks and other accruals 49,300 32,945 Net operating losses 28,565 18,395 Interest limitation 8,273 — Energy efficiency 82,827 71,433 Deferred revenue 2,114 2,132 Gross deferred income tax assets 181,122 132,322 Valuation allowance (3,704) (3,621) Total deferred income tax assets $ 177,418 $ 128,701 Deferred income tax liabilities: Depreciation $ (137,966) $ (122,762) Deferred effect of derivative liability (2,166) (1,640) Canadian capital cost, allowance and amortization (5,738) (3,098) Italy intangibles (1,324) — United Kingdom goodwill amortization (852) (952) Outside basis difference (6,599) (5,038) Interest rate swaps (841) (1,347) Total deferred income tax liabilities (155,486) (134,837) Deferred income tax assets (liabilities), net $ 21,932 $ (6,136) Our valuation allowance related to the following items: December 31, 2023 2022 Interest rate swaps (1) $ — $ 49 Foreign net operating loss (2) 3,702 3,555 State net operating loss at one of our subsidiaries (3) 2 17 Total valuation allowance $ 3,704 $ 3,621 (1) The deferred tax asset represents a future capital loss which can only be recognized for income tax purposes to the extent of capital gain income. Although we anticipate sufficient future taxable income, it is more likely than not that it will not be the appropriate character to allow for the recognition of the future capital loss. (2) It is more likely than not that we will not generate sufficient taxable income at the foreign subsidiary level to utilize the net operating loss. (3) It is more likely than not that we will not generate sufficient taxable income at the subsidiary level to utilize the net operating loss. As of December 31, 2023, we had the following tax loss and credit carryforwards to offset taxable income in prior and future years: Amount Expiration Period Federal net operating loss carryforwards $ 69,130 Indefinite State net operating loss carryforwards 91,411 Various Canadian net operating loss carryforwards 32,527 2028 through 2043 Ireland net operating loss carryforwards 324 Indefinite Spain net operating loss carryforwards 2,302 Indefinite Total tax loss carryforwards $ 195,694 Federal Energy Investment and Production tax credit carryforward $ 82,768 2030 through 2043 The provision for income taxes is based on the various rates set by federal and local authorities and is affected by permanent and temporary differences between financial accounting and tax reporting requirements. The principle reason for the difference between the statutory rate and the estimated annual effective rate for 2023 were the effects of tax deductions related to the Section 179D Commercial Buildings Energy-Efficiency deduction, investment tax credits we are entitled from solar plants which have been placed into service during 2023 and, the deferred benefit for a reduction in future state taxes. The Section 179D deduction available for 2023 was substantially higher compared to prior years because of enhancements to Section 179D in the IRA. In addition, we were able to identify and document a large Section 179D eligible from a prior year that had not previously been available. We also benefited from the deferred effect of a reduction in our future state tax rates resulting from apportionment changes in a major state. The principal reasons for the difference between the statutory rate and the estimated annual effective rate for 2022 were the effects of investment tax credits we are entitled from solar plants which have been placed into service during 2022, the tax deductions related to the Section 179D Commercial Buildings Energy-Efficiency deduction, the benefit of disqualifying dispositions on certain employee stock options and favorable tax basis adjustments on certain partnership flip transactions. The investment tax credits and production tax credits we may be entitled to fluctuate from year to year based on the cost of the renewable energy plants we place in service and production levels at facilities we own in that year. On December 27, 2020 the President signed the Consolidated Appropriations Act, 2021 H.R. 133, which among other things made the Section 179D Energy Efficient Commercial Building Deduction permanent. The Section had previously been extended for years up to December 31, 2020. That Act also made changes to the way in which the deduction is calculated including adding an inflation adjustment and an update of the American Society of Heating, Refrigerating and Air-Conditioning Engineers (“ASHRAE”) Standard by which energy improvements are measured. On December 23, 2022, the IRS issued Announcement 2023-1 which clarified the ASHRAE energy efficiency standards which will be applied to projects placed in service for 2021 and 2022. The following is a reconciliation of the effective tax rates: Year Ended December 31, 2023 2022 2021 Income before (benefit) provision for income taxes $ 38,269 $ 105,719 $ 78,144 Federal statutory tax expense $ 8,036 $ 22,201 $ 16,410 State income taxes, net of federal benefit (774) 3,844 2,648 Net state impact of deferred rate change (3,213) (575) (502) Nondeductible expenses 667 2,198 2,572 Impact of reserve for uncertain tax positions (200) 59 286 Stock-based compensation expense 4 353 (4,618) Energy efficiency preferences (30,359) (21,410) (17,639) Foreign items and rate differential 458 37 4 Adjustment State Taxes (66) — — Redeemable non-controlling interests (227) (411) (2,546) Valuation allowance 81 (159) 337 Miscellaneous (42) 1,033 1,001 Total income tax (benefit) provision $ (25,635) $ 7,170 $ (2,047) Effective tax rate: Federal statutory rate expense 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit (2.0) % 3.6 % 3.4 % Net state impact of deferred rate change (8.4) % (0.5) % (0.6) % Nondeductible expenses 1.7 % 2.1 % 3.3 % Impact of reserve for uncertain tax positions (0.5) % 0.1 % 0.4 % Stock-based compensation expense — % 0.3 % (5.9) % Energy efficiency preferences (79.3) % (20.3) % (23.2) % Foreign items and rate differential 1.2 % — % — % Adjustment State Taxes (0.2) % — % — % Redeemable non-controlling interests (0.6) % (0.4) % (3.3) % Valuation allowance 0.2 % (0.2) % 0.4 % Miscellaneous (0.1) % 1.1 % 1.9 % Effective tax rate (67.0) % 6.8 % (2.6) % The following table provides a reconciliation of gross unrecognized tax benefits which are included in other liabilities within the consolidated balance sheets: Year Ended December 31, 2023 2022 Balance, beginning of year $ 900 $ 900 Additions for current year tax positions 100 — Reductions of prior year tax positions (200) — Balance, end of year $ 800 $ 900 The amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods was $310 as of December 31, 2023 and $450 as of December 31, 2022 (both net of the federal benefit on state amounts). We do not accrue U.S. tax for foreign earnings that we consider to be permanently reinvested outside the United States. Consequently, we have not provided any withholding tax on the unremitted earnings of our foreign subsidiaries. As of December 31, 2023 and 2022, we estimated that there were no earnings for which repatriation tax has not been provided. The tax years 2020 through 2023 remain open to examination by major taxing jurisdictions. We recognize interest and penalties related to uncertain tax positions as components of our income tax provision (benefit) in our consolidated statements of income. We increased income tax expense for these items by $22 in 2023, $22 in 2022, and $14 in 2021. |
Variable Interest Entities and
Variable Interest Entities and Equity Method Investments | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities and Equity Method Investments | VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS Investment Funds Over a period of five years (2015 through 2019), we formed five investment funds (tax equity partnerships) with third party investors which granted the applicable investor ownership interests in the net assets of certain of our renewable energy project subsidiaries. As of December 31, 2023, we had three such investment funds each with a different third-party investor. We consolidate the investment funds, and all inter-company balances and transactions between Ameresco and the investment funds are eliminated in our consolidated financial statements. We determined that the investment funds meet the definition of a VIE. We use a qualitative approach in assessing the consolidation requirement for VIEs that focuses on determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether we have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We have considered the provisions within the contractual arrangements that grant us power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and associated long term customer contracts to be sold or contributed to the VIEs, and installation, operation, and maintenance of the solar energy systems. We considered the rights granted to the other investors under the contractual arrangements to be more protective in nature rather than participating rights. As such, we determined that we are the primary beneficiary of the VIEs for all periods presented. We evaluate our relationships with VIEs on an ongoing basis to ensure that we continue to be the primary beneficiary. Under the related agreements, cash distributions of income and other receipts by the funds, net of agreed-upon expenses and estimated expenses, tax benefits and detriments of income and loss, and tax benefits of tax credits, are assigned to the funds’ investor and our subsidiaries as specified in contractual arrangements. Certain of these arrangements have call and put options to acquire the investor’s equity interest as specified in the contractual agreements. See Note 12 for additional information about these investment funds and the call and put options. Other Variable Interest Entities We execute certain contracts jointly with third parties through various forms of joint ventures. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. Many of these joint ventures are formed for a specific project. The assets of these joint ventures generally consist almost entirely of cash and land, and the liabilities of our joint ventures generally consist almost entirely of amounts due to the joint venture partners. We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the joint ventures economic performance, including powers granted to the joint ventures program manager, powers contained in the joint venture governing board and, to a certain extent, a company's economic interest in the joint venture. We analyze our joint ventures and classify them as either: • a VIE that must be consolidated because we are the primary beneficiary or the joint venture is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners, or • a VIE that does not require consolidation and is treated as an equity or cost method investment because we are not the primary beneficiary, or the joint venture is not a VIE and we do not hold the majority voting interest. Many of our joint ventures are deemed to be VIEs because they lack sufficient equity to finance the activities of the joint venture. The table below presents a summary of amounts related to our VIEs reflected in Note 1 on our consolidated balance sheets: As of December 31, 2023 2022 Investment Funds Other VIEs Total VIEs Investment Funds Other VIEs Total VIEs Cash and cash equivalents $ 5,099 $ 16,780 $ 21,879 $ 1,715 $ 8,392 $ 10,107 Restricted cash — — — 799 — 799 Accounts receivable, net — 1,977 1,977 24 566 590 Costs and estimated earnings in excess of billings 662 13,409 14,071 951 1 952 Prepaid expenses and other current assets 33 3,749 3,782 35 14,287 14,322 Total VIE current assets 5,794 35,915 41,709 3,524 23,246 26,770 Property and equipment, net — 267 267 89 — 89 Energy assets, net 79,104 173,808 252,912 84,081 97,969 182,050 Operating lease assets 4,748 12,908 17,656 4,901 — 4,901 Restricted cash, non-current portion 73 — 73 73 — 73 Other assets 10 74 84 30 — 30 Total VIE assets $ 89,729 $ 222,972 $ 312,701 $ 92,698 $ 121,215 $ 213,913 Current portions of long-term debt and financing lease liabilities $ 2,190 $ 132,427 $ 134,617 $ 2,087 $ — $ 2,087 Accounts payable 1,440 6,490 7,930 48 8,007 8,055 Accrued expenses and other current liabilities 241 22,780 23,021 304 12,255 12,559 Current portions of operating lease liabilities 133 6,953 7,086 117 — 117 Total VIE current liabilities 4,004 168,650 172,654 2,556 20,262 22,818 Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 17,167 — 17,167 19,177 — 19,177 Long-term operating lease liabilities, net of current portion 5,063 3,823 8,886 5,159 — 5,159 Other liabilities 356 — 356 866 2,709 3,575 Total VIE liabilities $ 26,590 $ 172,473 $ 199,063 $ 27,758 $ 22,971 $ 50,729 Equity and Cost Method Investments Unconsolidated VIEs/joint ventures are accounted for under the equity or cost method. As of the years ended December 31, 2023 and December 31, 2022, we had seven and five unconsolidated joint ventures, respectively. During the year ended December 31, 2023, we invested $5,554 in two new joint ventures. No other material investments were made. Our investment balances for these equity and cost method investments are included in other assets on the consolidated balance sheets and our pro rata share of net income or loss is included in operating income in the consolidated statements of income. The following table sets forth the carrying value of our equity and cost method investments in joint ventures: As of December 31, 2023 2022 Equity and cost method investments $ 18,709 $ 10,855 We are not aware of any situations where the maximum exposure to loss significantly exceeds the carrying value show above. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2023 | |
Equity, Attributable to Parent [Abstract] | |
Redeemable Non-Controlling Interests | REDEEMABLE NON-CONTROLLING INTERESTS Our subsidiaries with membership interests in the investment funds we formed have the right to elect to require the non-controlling interest holder to sell all of its membership units to our subsidiaries, a call option. Our investment funds also include rights for the non-controlling interest holder to elect to require our subsidiaries to purchase all of the non-controlling membership interests in the fund, a put option. The following table sets forth information about the call and put options for our investment funds outstanding as of December 31, 2023: Call Option Put Option Investment Fund Number Formation Date Start Date End Date Purchase Price Start Date End Date Purchase Price 1 June 2018 April 2024 October 2024 (1) October 2024 April 2025 (3) 2 October 2018 June 2024 December 2024 (1) December 2024 June 2025 (3) 3 December 2019 March 2026 September 2026 (2) September 2026 September 2027 (4) (1) Purchase price is equal to the greater of (i) the fair market value of such interests at the time the option is exercised or (ii) 7% of the investors’ contributed capital balance at the time the option is exercisable. (2) Purchase price is equal to the greater of (i) the fair market value of such interests at the time the option is exercised or (ii) 5% of the investors’ contributed capital balance at the time the option is exercisable. The call options are exercisable beginning on the date that specified conditions are met for each respective fund. These dates are estimate and subject to change based on last funding date. (3) Purchase price is the sum of (i) the fair market value at the time the option is exercised, and (ii) the closing costs incurred by the investor in connection with the exercise of the put option. (4) Purchase price is the lessor of fair market value at the time the option is exercised and the sum of (i) 5% of the investors’ contributed capital balance at the time the option is exercisable, and (ii) the fair market value of any unpaid tax law change losses incurred by the investor in connection with the exercise of the put option. The call options are exercisable beginning on the date that specified conditions are met for each respective fund. In December 2022 we finalized our purchase of an investor’s membership interest for $839 in cash and reclassified the remaining redeemable non-controlling interest balance to paid-in capital to reflect the additional contribution from us to our wholly-owned subsidiary. Because the put options represent redemption features that are not solely within our control, the non-controlling interests in these funds are presented outside of permanent equity. Redeemable non-controlling interests are reported using the greater of their carrying value (which is impacted by attribution under the HLBV method) or their estimated redemption value at each reporting period. At both December 31, 2023 and 2022, redeemable non-controlling interests were reported in the accompanying consolidated balance sheets at their carrying values, as the carrying value at each reporting period was greater than the estimated redemption value. |
Equity and Earnings Per Share
Equity and Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Equity and Earnings Per Share | EQUITY AND EARNINGS PER SHARE Equity Offering On March 9, 2021, we closed on an underwritten public offering of 2,500 shares of our Class A common stock at a public offering price of $44.00 per share. Net proceeds from the offering were $104,326, after deducting offering costs of $5,674. On March 15, 2021, we closed on the underwriters’ option to purchase 375 additional shares of Class A common stock from us, resulting in net proceeds of $15,758 after deducting offering costs of $742. We used $80,000 of the net proceeds to repay in full the outstanding U.S. dollar balance under our senior secured revolving credit facility and used the remaining proceeds for general corporate purposes. In the offering, selling shareholders sold 805 shares of our Class A Common Stock at a public offering price of $44.00 per share, less the underwriting discount. We did not receive any proceeds from the sale of the shares by the selling stockholders. Common and Preferred Stock The rights of the holders of our Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of our Class A common stock is entitled to one vote per share and is not convertible into any other shares of our capital stock. Each share of our Class B common stock is entitled to five votes per share, is convertible at any time into one share of Class A common stock at the option of the holder of such share and will automatically convert into one share of Class A common stock upon the occurrence of certain specified events, including a transfer of such shares (other than to such holder’s family members, descendants or certain affiliated persons or entities). Our Board of Directors is authorized to fix the rights and terms for any series of preferred stock without additional shareholder approval. Earnings Per Share The following is a reconciliation of the numerator and denominator for the computation of basic and diluted earnings per share: Year Ended December 31, 2023 2022 2021 Numerator: Net income attributable to common shareholders $ 62,470 $ 94,926 $ 70,458 Adjustment for accretion of tax equity financing fees (108) (116) (116) Income attributable to common shareholders $ 62,362 $ 94,810 $ 70,342 Denominator: Basic weighted-average shares outstanding 52,140 51,841 50,855 Effect of dilutive securities: Stock options 1,087 1,437 1,413 Diluted weighted-average shares outstanding 53,228 53,278 52,268 Net income per share attributable to common shareholders: Basic $ 1.20 $ 1.83 $ 1.38 Diluted $ 1.17 $ 1.78 $ 1.35 Potentially dilutive shares (1) 1,707 1,108 1,443 (1) Potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive. |
Stock-Based Compensation and Ot
Stock-Based Compensation and Other Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Other Employee Benefits | STOCK-BASED COMPENSATION AND OTHER EMPLOYEE BENEFITS Our 2020 Stock Incentive Plan (the “2020 Plan”), was adopted by our Board of Directors in February 2020 and approved by our stockholders in May 2020. The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, RSUs, and other stock-based awards. As of December 31, 2023, there were 1,991 shares available for grant under the 2020 Plan. Stock Options We did not grant awards to individuals who were not either an employee or director of ours during the years ended December 31, 2023, 2022, and 2021. The following table summarizes the collective activity under the plan: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,533 45.799 Granted 170 41.871 Exercised (246) 9.900 Forfeited (193) 62.365 Expired (9) 63.311 Outstanding at December 31, 2023 4,255 $ 46.932 6.6 years $ 27,539 Options exercisable at December 31, 2023 1,867 $ 25.241 5.3 years $ 25,775 Expected to vest at December 31, 2023 2,387 $ 63.900 7.6 years $ 1,764 The following table sets forth additional disclosures about our plan: Year Ended December 31, 2023 2022 2021 Aggregate intrinsic value of options exercised $ 8,511 $ 9,775 $ 33,494 Cash received from stock option exercises $ 2,438 $ 3,954 $ 5,563 Weighted-average fair value of stock options granted $ 23.99 $ 37.87 $ 28.94 Stock-based compensation expense (1) $ 10,318 $ 15,046 $ 8,716 Income tax benefit from stock-based compensation expense $ 1,102 $ 659 $ 4,932 (1) Included in selling, general, and administrative expenses in the accompanying consolidated statements of income and includes expense in connection with our ESPP and RSUs. Under the terms of our 2020 Plan, all options expire if not exercised within ten years after the grant date. We typically award options that vest over a five-year period on an annual ratable basis. From time to time, we award options providing for vesting over three years, with one-third vesting on each of the first three anniversaries of the grant date. If the employee ceases to be employed by us for any reason before vested options have been exercised, the employee has 90 days to exercise options that have vested as of the date of such employee’s termination, or they are forfeited. We use the Black-Scholes option pricing model to determine the weighted-average fair value of options granted. We recognize the compensation cost of stock-based awards on a straight-line basis over the requisite service period of the award. The determination of the fair value of stock-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The following table sets forth the significant assumptions used in the model: Year Ended December 31, 2023 2022 2021 Expected dividend yield —% —% —% Risk-free interest rate 3.35% -4.44% 1.69%-3.82% 0.92%-1.46% Expected volatility 54%-56% 51%-53% 48%-50% Expected life 6.5 years 6.5 years 6.5 years We will continue to use judgment in evaluating the expected term and volatility related to stock-based compensation on a prospective basis and incorporate these factors into the Black-Scholes pricing model. We record forfeitures as they occur. Higher volatility and longer expected lives result in an increase to stock-based compensation expense determined at the date of grant. As of December 31, 2023, there was approximately $30,075 of unrecognized compensation expense related to non-vested stock option awards and RSUs that is expected to be recognized over a weighted-average period of 2.0 years. Restricted Stock Units During the year ended December 31, 2023, we granted awards of RSUs to our employees and non-employee directors under our 2020 Plan. These RSUs represent a promise to deliver shares to participants at a future date after certain vesting conditions are met. RSUs do not have the voting rights of common stock and the shares underlying RSUs are not considered issued and outstanding upon grant. The fair value of RSUs is based on the closing stock price of our common stock on the grant-date and expensed over the requisite service period of the award. The following table summarizes the activity under the plan: Number of Options Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2022 13 $ 52.94 Granted 66 45.33 Vested (23) 47.83 Forfeited (4) 48.39 Outstanding at December 31, 2023 52 $ 45.90 Total stock-based compensation expense for the year ended December 31, 2023 related to RSUs was $1,690. As of December 31, 2023, 23 of the RSUs were vested and there was $1,604 of unrecognized compensation expense related to RSUs that is expected to be recognized over a period of approximately one year. Employee Stock Purchase Plan Our 2017 Employee Stock Purchase Plan permits eligible employees to purchase up to an aggregate of 200 shares of the Company’s Class A common stock. In May 2020, we amended our ESPP, which permits eligible employees to purchase up to an aggregate of 350 shares of our Class A common stock. This plan commenced December 1, 2017 and was subsequently amended in August 2018. The ESPP allows participants to purchase shares of common stock at a 5% discount from the fair market value of the stock as determined on specific dates at six-month intervals. During the years ended December 31, 2023 and 2022, we issued 60 and 36 shares, respectively, under the ESPP. As of December 31, 2023 and 2022, the amount that had been withheld from employees for future purchases under the ESPP was $182 and $179, respectively. Other Employee Benefits We maintain a qualified 401(k) plan covering eligible U.S. employees who have completed the minimum service requirement, as defined by the plans. The plans require us to contribute 100% of the first six percent of base compensation that a participant contributes to the plans. In 2016, we established a Group Personal Pension Plan for employees in the United Kingdom, for eligible employees who may contribute a portion of their compensation, subject to their age and other limitations established by HM Revenue & Customs. The plan requires us to contribute 100% of the first six percent of base compensation that a participant contributes to the plans. We also have a Registered Retirement Savings Plan for employees in Canada, for eligible employees who may contribute a portion of their compensation. The plan requires us to contribute 100% of the first six percent of base compensation that a participant contributes to the plans. The following table sets forth our matching contributions under the plans: Year Ended December 31, 2023 2022 2021 401(k) plan $ 7,561 $ 6,974 $ 6,189 Group Personal Pension Plan 652 290 252 Registered Retirement Savings Plan 429 406 405 Total matching contributions $ 8,642 $ 7,670 $ 6,846 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES From time to time, we issue letters of credit and performance bonds with our third-party lenders, to provide collateral. Legal Proceedings We are involved in a variety of other claims and other legal proceedings generally incidental to our normal business activities. When we conclude that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, it is accrued through a charge to earnings and, if material, disclosed below. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. While the ultimate amount of liability incurred in any of these matters is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payment of such liability and claims. However, the final outcome of any of these claims and legal proceedings cannot be predicted with certainty, and unfavorable or unexpected outcomes could result in additional accruals that could be significant to results of operations in a particular year or quarter. Any adjustments to the recorded liability will be reflected in earnings in the periods in which such adjustments become known. For any other claims where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established, but the matter, if potentially material, is disclosed below. We routinely review relevant information with respect to our matters and update our accruals, disclosures and estimates of reasonably possible loss based on such reviews. While the outcome of any of these matters cannot be accurately predicted, we do not believe the ultimate resolution of any of these existing matters would have a material adverse effect on our financial condition or results of operations. In October 2021, we entered into a contract with SCE to design and build three grid scale BESS at three sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 MW (“the SCE Agreement”). As previously disclosed, due to supply chain delays, weather and other events, we were unable to complete the projects by August 1, 2022 (the “Guaranteed Completion Date”) and made related force majeure claims. In late 2022, SCE also instructed us to adjust the completion of the sites into 2023. Under the SCE Agreement, a failure to reach the Guaranteed Completion Date could, under certain circumstances, result in liquidated damages up to a maximum amount of $89 million being applied. We have been working with SCE to analyze the applicability and scope of force majeure relief based on our force majeure claims. In February 2024, in response to us issuing an invoice to SCE for one of the sites, SCE notified us that they intend to withhold liquidated damages for that project. Our view is that liquidated damages should not be applied. It is at least reasonably possible we may incur an obligation to pay liquidated damages up to the maximum amount. On November 6, 2017, we were served with a complaint filed by a customer against nine contractors, including us, claiming both physical damages to the customer’s tangible property and damages caused by various alleged defects in the design of the project through negligent acts and/or omissions, breaches of contract and breaches of the “implied warranty of good and workmanlike manner.” During the year ended December 31, 2021, we accrued a reasonable estimate of the loss, which was included in accrued expenses and other current liabilities in our consolidated balance sheets, and we accrued a loss recovery from insurance proceeds which was included in prepaid expenses and other current assets in our consolidated balance sheets. The estimated loss and the loss recovery were included in selling, general, and administrative expenses in our consolidated statements of income for the year ended December 31, 2021. During the year ended December 31, 2022, we entered into a settlement agreement and the net settlement was paid and the loss recovery from insurance proceeds was reversed during this same period. Commitments as a Result of Acquisitions In August 2018, we completed an acquisition of Chelsea Group Limited which provided for a revenue earn-out contingent upon the acquired business meeting certain cumulative revenue targets over five years from the acquisition date. We evaluated financial forecasts of the acquired business and concluded that the fair value of this earn-out was approximately $555 upon acquisition. The fair value was re-evaluated each period and at December 31, 2023 it was determined that the cumulative revenue earn-out targets were not achieved, and the term expired. Therefore, we decreased the contingent consideration by $358 to $0, which was included in selling, general and administrative expenses in our consolidated statements of income during the year ended December 31, 2023 In December 2021, we completed an acquisition of Plug Smart which provided for an earn-out based on future EBITDA targets beginning with EBITDA performance for the month of December 2021 and each fiscal year thereafter, over a five-year period through December 31, 2026. The maximum cumulative earn-out is $5,000 and we evaluated financial forecasts of the acquired business and concluded that the fair value of this earn-out was approximately $2,160 upon acquisition and remained consistent as of December 31, 2022. During the year ended December 31, 2022, a payment of $275 was made for the month of December 2021 EBITDA target and during the year ended December 31, 2023, a payment of $3,040 was made for the fiscal year 2022 EBITDA target. The fair value of the remaining contingent consideration was $1,465 at December 31, 2023. An increase of $705 in the fair value of contingent consideration was included in selling, general and administrative expenses in our consolidated statements of income during the year ended December 31, 2023. The current portion of the contingent consideration is included in accrued expenses and other current liabilities and the non-current portion is included in other liabilities on the consolidated balance sheets. See Notes 4 and 18 for additional information. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segments, Geographical Areas [Abstract] | |
Geographic Information | GEOGRAPHIC INFORMATION The following table presents our long-lived assets related to our operations by geographic area: As of December 31, 2023 2022 Long-lived Tangible Assets United States $ 1,670,322 $ 1,162,705 Canada 23,549 24,590 Europe 12,948 9,937 Total long-lived assets $ 1,706,819 $ 1,197,232 We attribute revenues to customers based on the location of the customer. The following table presents revenues by geographic region: Year Ended December 31, 2023 2022 2021 Revenues United States $ 1,161,775 $ 1,712,326 $ 1,126,141 Canada 63,367 53,461 45,782 Europe 149,491 58,635 43,774 Total revenues $ 1,374,633 $ 1,824,422 $ 1,215,697 Our reportable segments for the year ended December 31, 2023 were U.S. Regions, U.S. Federal, Canada, Alternative Fuels, and Europe. The remaining amounts are included in “All Other”. Europe was formerly included in “All Other” but was disaggregated due to growth in the segment in 2023. As a result, previously reported amounts have been reclassified for comparative purposes. Our U.S. Regions, U.S. Federal, Canada, and Europe segments offer energy efficiency products and services which include the design, engineering, and installation of equipment and other measures to improve the efficiency and control the operation of a facility’s energy infrastructure, renewable energy solutions, and services which include the construction of small-scale plants that Ameresco owns or develops for customers that produce electricity, gas, heat, or cooling from renewable sources of energy and O&M services. Our Alternative Fuels segment sells electricity, processed renewable gas fuel, heat or cooling, produced from renewable sources of energy, other than solar, and generated by small-scale plants that we own and O&M services for customer owned small-scale plants. Our U.S. Regions segment also includes certain small-scale solar grid-tie plants developed for customers. The “All Other” category offers consulting services and the sale of solar PV energy products and systems which we refer to as integrated-PV. These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. Certain reportable segments are an aggregation of operating segments. For the years ended December 31, 2023, 2022, and 2021, 71.8%, 46.0%, and 67.0%, respectively, of our revenues have been derived from federal, state, provincial, or local government entities, including public housing authorities, public universities and municipal utilities. The U.S. federal government, which is considered a single customer for reporting purposes, constituted 29.3%, 21.5%, and 32.3% of our consolidated revenues for the years ended December 31, 2023, 2022, and 2021, respectively. Revenues from the U.S. federal government are included in our U.S. Federal segment. Other than the U.S. federal government, one customer represented 39.6% of our revenues during the year ended December 31, 2022. Revenues from this customer is included in our U.S. Regions segment. The reports of our chief operating decision maker do not include assets at the operating segment level. The table below presents our business segment information and reconciliation to our consolidated financial statements: U.S. Regions U.S. Federal Canada Alternative Fuels Europe All Other Total 2023 Revenues $ 557,122 $ 402,884 $ 70,110 $ 117,075 $ 152,842 $ 74,600 $ 1,374,633 Earnings from unconsolidated entities — 1,758 — — — — 1,758 (Gain) loss on derivatives (2,326) 857 (136) 497 — — (1,108) Net interest expense (income) 6,169 1,429 834 16,019 2,477 (6) 26,922 Depreciation and intangible asset amortization 27,060 5,343 1,626 26,160 2,290 1,650 64,129 Unallocated corporate activity — — — — — — (68,372) Income before taxes, excluding unallocated corporate activity 38,746 49,237 3,813 6,215 4,188 4,442 106,641 2022 Revenues 1,123,343 391,891 58,558 114,459 61,645 74,526 1,824,422 Earnings from unconsolidated entities — 1,647 — — — — 1,647 (Gain) loss on derivatives (354) — (152) 294 — — (212) Net interest expense (income) 6,948 1,231 917 8,657 25 (3) 17,775 Depreciation and intangible asset amortization 21,463 4,905 1,702 23,354 575 433 52,432 Unallocated corporate activity — — — — — — (71,180) Income before taxes, excluding unallocated corporate activity 88,531 50,866 2,554 22,989 5,589 6,370 176,899 2021 Revenues 551,118 392,948 49,483 111,223 46,164 64,761 1,215,697 Loss from unconsolidated entities (56) — — — (62) — (118) (Gain) loss on derivatives (1,017) — (73) 1,330 — — 240 Net interest expense 6,255 1,294 879 5,793 378 — 14,599 Depreciation and intangible asset amortization 15,699 4,666 1,872 21,080 716 724 44,757 Unallocated corporate activity — — — — — — (47,361) Income before taxes, excluding unallocated corporate activity 38,285 52,388 1,581 27,774 2,997 2,480 125,505 See Note 3 for additional information about our revenues by product line. |
Other Expenses, Net
Other Expenses, Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Expenses, Net | OTHER EXPENSES, NET The following table presents the components of other expenses, net: Year Ended December 31, 2023 2022 2021 (Gain) loss on derivatives $ (1,108) $ (906) $ 240 Interest expense, net of interest income 36,169 26,423 14,361 Amortization of debt discount and debt issuance costs 4,201 4,211 2,849 Foreign currency transaction (gain) loss (581) 144 852 Government incentives (576) (2,599) (1,012) Factoring fees 5,844 — — Other expenses, net $ 43,949 $ 27,273 $ 17,290 Estimated amortization expense for existing debt discount and debt issuance costs for the next five succeeding fiscal years is as follows: Estimated Amortization 2024 $ 5,801 2025 $ 3,158 2026 $ 2,363 2027 $ 1,378 2028 $ 1,245 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | FAIR VALUE MEASUREMENT We recognize certain financial assets and liabilities at fair value on a recurring basis (at least annually). Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Three levels of inputs that may be used to measure fair value are as follows: Level 1: Inputs are based on unadjusted quoted prices for identical instruments traded in active markets. Level 2: Inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The following table presents the input level used to determine the fair values of our financial instruments measured at fair value on a recurring basis: Fair Value as of December 31, Level 2023 2022 Assets Interest rate swap instruments 2 $ 3,970 $ 5,202 Liabilities Interest rate swap instruments 2 $ 629 $ 9 Make-whole provisions 2 6,012 5,348 Contingent consideration 3 1,465 4,158 Total liabilities $ 8,106 $ 9,515 The fair value of our interest rate swaps was determined using cash flow analysis on the expected cash flow of the contract in combination with observable market-based inputs, including interest rate curves and implied volatility. As part of this valuation, we considered the credit ratings of the counterparties to the interest rate swaps to determine if a credit risk adjustment was required. The fair value of our make-whole provisions was determined by comparing them against the rates of similar debt instruments under similar terms without a make-whole provision obtained from various highly rated third-party pricing sources. The fair value of our contingent consideration liabilities was determined by evaluating the acquired asset’s future financial forecasts and evaluating which, if any, of the cumulative revenue targets, financial metrics and/or milestones are likely to be met. We classified contingent consideration related to certain acquisitions within level 3 of the fair value hierarchy because the fair value is derived using significant unobservable inputs, which include discount rates, probability-weighted cash flows, and volatility. We determined the fair value of our contingent consideration obligations based on a probability-weighted income approach derived from financial performance estimates and probability assessments of the attainment of certain targets for some acquisitions. For other acquisitions, we derived the fair value of contingent consideration using a Monte Carlo simulation in an option pricing framework. We established discount rates utilized in our valuation models based on the cost to borrow that would be required by a market participant for similar instruments. In determining the probability of attaining certain technical, financial and operational targets, we utilized data regarding similar milestone events from our own experience, while considering the inherent difficulties and uncertainties in developing a product. On a quarterly basis, we reassess the probability factors associated with the financial, operational, and technical targets for our contingent consideration obligations. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. We derived the fair value of the contingent consideration of $2,160 from the acquisition of Plug Smart in December 2021 using a Monte Carlo simulated model. The key assumptions used in the model include two scenarios of EBITDA projections, a base case and a higher case, a risk-adjusted discount rate of 16.9%, and estimated EBITDA volatility of 75.0%. The balances and subsequent key assumptions used in the model were as follows: At December 31, 2023 2022 Balance of remaining contingent consideration $ 1,465 $ 3,800 Risk-adjusted discount rate 16.9 % 16.9 % Estimated EBITDA volatility 70.0 % 75.0 % The balance of contingent consideration from the acquisition of certain assets of Chelsea Group Limited was decreased to $0 at December 31, 2023 from $358 at December 31, 2022 as the cumulative revenue earn-out targets were not achieved and the term expired The following table sets forth a summary of changes in the fair value of contingent consideration liabilities classified as level 3: Year Ended December 31, 2023 2022 Contingent consideration liabilities balance at the beginning of year $ 4,158 $ 2,838 Remeasurement period adjustment — (19) Changes in fair value included in earnings 347 1,614 Payment of contingent consideration (3,040) (275) Contingent consideration liabilities balance at the end of year $ 1,465 $ 4,158 The fair value of financial instruments is determined by reference to observable market data and other valuation techniques, as appropriate. Long-term debt is the only category of financial instruments where the difference between fair value and recorded book value is notable. At December 31, 2023 and 2022, the fair value of our long-term debt was estimated using discounted cash flows analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements which are considered to be level two inputs. There have been no transfers in or out of level two or three for the years ended December 31, 2023 and 2022. The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases: December 31, 2023 December 31, 2022 Fair Value Carrying Value Fair Value Carrying Value Long-term debt value (level 2) $ 1,466,458 $ 1,478,394 $ 869,771 $ 884,054 We are also required to periodically measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill, and other intangible assets. We calculated the fair value used in our annual goodwill impairment analysis utilizing a discounted cash flow analysis and determined that the inputs used were level 3 inputs. Other than intangible assets acquired from the Enerqos acquisition, as noted in Note 4, there were no other assets recorded at fair value on a non-recurring basis as of December 31, 2023 or 2022. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES During the twelve months ended December 31, 2023, we adopted ASU 2020-04, Reference Rate Reform, for six interest rate swap contracts with the transition from LIBOR to SOFR as the reference rate. In March 2023, we dedesignated one interest rate swap contract for a previous loan facility and entered into a new interest rate swap contract to hedge $14,084 of the extended loan facility. The new interest rate swap was designated as a cash flow hedge. In June 2023, we prepaid one loan facility and terminated the related swap prior to its maturity date. In August 2023, we acquired one interest rate swap through an energy asset project acquisition. This interest rate swap was not designated as an effective hedge and we recorded the change in the valuation in other expenses, net in our consolidated statements of income. See Note 7 for additional information about this energy asset project acquisition. The following table presents information about the fair value amounts of our derivative instruments: Derivatives as of December 31, 2023 2022 Balance Sheet Location Fair Value Fair Value Derivatives Designated as Hedging Instruments Interest rate swap contracts Other assets $ 1,023 $ 1,748 Interest rate swap contracts Other liabilities $ — $ 9 Derivatives Not Designated as Hedging Instruments Interest rate swap contracts Other assets $ 2,947 $ 3,454 Interest rate swap contracts Other liabilities $ 629 $ — Make-whole provisions Other liabilities $ 6,012 $ 5,348 As of December 31, 2023, all but three of our freestanding derivatives were designated as hedging instruments and as of December 31, 2022, all but two of our derivatives were designated as hedging instruments. The following tables present information about the effects of our derivative instruments on the consolidated statements of income and consolidated statements of comprehensive income: Location of (Gain) Loss Recognized in Net Income Amount of (Gain) Loss Recognized in Net Income for the Year Ended December 31, 2023 2022 2021 Derivatives Designated as Hedging Instruments Interest rate swap contracts Other expenses, net $ (770) $ 1,037 $ 2,086 Derivatives Not Designated as Hedging Instruments Interest rate swap contracts Other expenses, net $ 1,354 $ (2,738) $ (996) Commodity swap contracts Other expenses, net $ — $ 2,338 $ 2,325 Make-whole provisions Other expenses, net $ (2,462) $ (506) $ (1,089) The following table presents the changes in AOCI, net of taxes, from our hedging instruments: Year Ended December 31, 2023 Derivatives Designated as Hedging Instruments: Accumulated gain in AOCI at the beginning of the year $ 1,284 Unrealized gain recognized in AOCI 232 Gain reclassified from AOCI to other expenses, net (770) AOCI at the end of the year $ 746 The following tables present all of our active derivative instruments as of December 31, 2023: Active Interest Rate Swaps Expiration Date Initial Notional Amount ($) Status 11-Year, 5.77% Fixed October 2029 $ 9,200 Designated 15-Year, 5.24% Fixed June 2033 $ 10,000 Designated 10-Year, 4.74% Fixed December 2027 $ 14,100 Designated 8-Year, 3.49% Fixed June 2028 $ 14,643 Designated 8-Year, 3.49% Fixed June 2028 $ 10,734 Designated 13-Year, 0.72% Fixed March 2033 $ 9,505 Not Designated 13-Year, 0.72% Fixed March 2033 $ 6,968 Not Designated 17.75-Year, 3.16% Fixed December 2040 $ 14,084 Designated 18-Year, 3.81% Fixed July 2041 $ 32,021 Not Designated Other Derivatives Classification Effective Date Expiration Date Fair Value ($) Make-whole provisions Liability June/August 2018 December 2038 $ 223 Make-whole provisions Liability August 2016 April 2031 $ 49 Make-whole provisions Liability April 2017 February 2034 $ 35 Make-whole provisions Liability November 2020 December 2027 $ 33 Make-whole provisions Liability October 2011 May 2028 $ 6 Make-whole provisions Liability May 2021 April 2045 $ 37 Make-whole provisions Liability July 2021 March 2046 $ 2,334 Make-whole provisions Liability June 2022 March 2042 $ 997 Make-whole provisions Liability March 2023 December 2047 $ 2,298 |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segment Information | GEOGRAPHIC INFORMATION The following table presents our long-lived assets related to our operations by geographic area: As of December 31, 2023 2022 Long-lived Tangible Assets United States $ 1,670,322 $ 1,162,705 Canada 23,549 24,590 Europe 12,948 9,937 Total long-lived assets $ 1,706,819 $ 1,197,232 We attribute revenues to customers based on the location of the customer. The following table presents revenues by geographic region: Year Ended December 31, 2023 2022 2021 Revenues United States $ 1,161,775 $ 1,712,326 $ 1,126,141 Canada 63,367 53,461 45,782 Europe 149,491 58,635 43,774 Total revenues $ 1,374,633 $ 1,824,422 $ 1,215,697 Our reportable segments for the year ended December 31, 2023 were U.S. Regions, U.S. Federal, Canada, Alternative Fuels, and Europe. The remaining amounts are included in “All Other”. Europe was formerly included in “All Other” but was disaggregated due to growth in the segment in 2023. As a result, previously reported amounts have been reclassified for comparative purposes. Our U.S. Regions, U.S. Federal, Canada, and Europe segments offer energy efficiency products and services which include the design, engineering, and installation of equipment and other measures to improve the efficiency and control the operation of a facility’s energy infrastructure, renewable energy solutions, and services which include the construction of small-scale plants that Ameresco owns or develops for customers that produce electricity, gas, heat, or cooling from renewable sources of energy and O&M services. Our Alternative Fuels segment sells electricity, processed renewable gas fuel, heat or cooling, produced from renewable sources of energy, other than solar, and generated by small-scale plants that we own and O&M services for customer owned small-scale plants. Our U.S. Regions segment also includes certain small-scale solar grid-tie plants developed for customers. The “All Other” category offers consulting services and the sale of solar PV energy products and systems which we refer to as integrated-PV. These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. Certain reportable segments are an aggregation of operating segments. For the years ended December 31, 2023, 2022, and 2021, 71.8%, 46.0%, and 67.0%, respectively, of our revenues have been derived from federal, state, provincial, or local government entities, including public housing authorities, public universities and municipal utilities. The U.S. federal government, which is considered a single customer for reporting purposes, constituted 29.3%, 21.5%, and 32.3% of our consolidated revenues for the years ended December 31, 2023, 2022, and 2021, respectively. Revenues from the U.S. federal government are included in our U.S. Federal segment. Other than the U.S. federal government, one customer represented 39.6% of our revenues during the year ended December 31, 2022. Revenues from this customer is included in our U.S. Regions segment. The reports of our chief operating decision maker do not include assets at the operating segment level. The table below presents our business segment information and reconciliation to our consolidated financial statements: U.S. Regions U.S. Federal Canada Alternative Fuels Europe All Other Total 2023 Revenues $ 557,122 $ 402,884 $ 70,110 $ 117,075 $ 152,842 $ 74,600 $ 1,374,633 Earnings from unconsolidated entities — 1,758 — — — — 1,758 (Gain) loss on derivatives (2,326) 857 (136) 497 — — (1,108) Net interest expense (income) 6,169 1,429 834 16,019 2,477 (6) 26,922 Depreciation and intangible asset amortization 27,060 5,343 1,626 26,160 2,290 1,650 64,129 Unallocated corporate activity — — — — — — (68,372) Income before taxes, excluding unallocated corporate activity 38,746 49,237 3,813 6,215 4,188 4,442 106,641 2022 Revenues 1,123,343 391,891 58,558 114,459 61,645 74,526 1,824,422 Earnings from unconsolidated entities — 1,647 — — — — 1,647 (Gain) loss on derivatives (354) — (152) 294 — — (212) Net interest expense (income) 6,948 1,231 917 8,657 25 (3) 17,775 Depreciation and intangible asset amortization 21,463 4,905 1,702 23,354 575 433 52,432 Unallocated corporate activity — — — — — — (71,180) Income before taxes, excluding unallocated corporate activity 88,531 50,866 2,554 22,989 5,589 6,370 176,899 2021 Revenues 551,118 392,948 49,483 111,223 46,164 64,761 1,215,697 Loss from unconsolidated entities (56) — — — (62) — (118) (Gain) loss on derivatives (1,017) — (73) 1,330 — — 240 Net interest expense 6,255 1,294 879 5,793 378 — 14,599 Depreciation and intangible asset amortization 15,699 4,666 1,872 21,080 716 724 44,757 Unallocated corporate activity — — — — — — (47,361) Income before taxes, excluding unallocated corporate activity 38,285 52,388 1,581 27,774 2,997 2,480 125,505 See Note 3 for additional information about our revenues by product line. |
Assets Held For Sale
Assets Held For Sale | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held For Sale | ASSETS HELD FOR SALE During the year ended December 31, 2023, we determined that there were 5 energy asset projects under construction that were considered to be assets held for sale, since these assets were being marketed for sale and all the criteria to be classified as held for sale under ASC 360, Property, Plant and Equipment—Impairment or Disposal of Long-Lived Assets, had been met. The carrying value of these assets was $38,404, with liabilities directly associated with assets classified as held for sale of $8,351 as of December 31, 2023. Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell. The table below reflects the assets and liabilities associated with assets held for sale by segment: December 31, 2023 U.S. Regions U.S. Federal Total Other assets $ 18,895 $ 18,253 $ 37,148 Operating lease assets 1,256 — 1,256 Assets classified as held for sale $ 20,151 $ 18,253 $ 38,404 Accounts payable (5,418) (601) (6,019) Accrued expenses and other current liabilities (14) — (14) Billings in excess of cost and estimated earnings — (1,088) (1,088) Long-term operating lease liabilities, net of current portion (1,230) — (1,230) Liabilities directly associated with assets classified as held for sale $ (6,662) $ (1,689) $ (8,351) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On February 9, 2024, we signed an Equity Purchase Agreement to sell a 40% membership interest of Ameresco Roxana RNG LLC to Republic Services Renewable Energy, LLC for a purchase price of $28,864. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income attributable to common shareholders | $ 62,470 | $ 94,926 | $ 70,458 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Director and Officer Trading Arrangements A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other shares of Class A common stock held by such individuals, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in a company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes, for the fourth quarter of 2023, each trading arrangement for the sale or purchase of our securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K): Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities George Sakellaris, President, Chief Executive Officer and Director Termination (November 13, 2023) Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted (1) Sale (2) (2) Nicole Bulgarino, Executive Vice President and General Manager, Federal Solutions Termination (November 20, 2023) Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted (3) Sale (2) (2) (1) Adopted on March 8, 2023. | |
Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
George Sakellaris [Member] | ||
Trading Arrangements, by Individual | ||
Name | George Sakellaris | |
Title | President, Chief Executive Officer and Director | |
Adoption Date | March 8, 2023. | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | November 13, 2023 | |
Nicole Bulgarino [Member] | ||
Trading Arrangements, by Individual | ||
Name | Nicole Bulgarino | |
Title | Executive Vice President and General Manager, Federal Solutions | |
Adoption Date | March 9, 2023. | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | November 20, 2023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Reclassification and Rounding | Reclassification and Rounding Certain prior period amounts were reclassified to conform to the presentation in the current period. We round amounts in the consolidated financial statements to thousands and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. |
Use of Estimates | Use of Estimates GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in circumstances could cause actual results to differ materially from those estimates. The estimates and assumptions used in these consolidated financial statements relate to management’s estimates of final construction contract profit in accordance with accounting for long-term contracts, allowance for credit losses, realization of project development costs, leases, fair value of derivative financial instruments, accounting for business acquisitions, stock-based awards, impairment of goodwill and long-lived assets, income taxes, and potential liability in conjunction with contingent consideration. |
Self-insured Health Insurance | Self-insured Health Insurance We are self-insured for employee health insurance and the maximum exposure in fiscal year 2023 under the plan was $200 per covered participant, after which reinsurance takes effect. The liability for unpaid claims and associated expenses, including incurred but not reported claims, is determined by management and reflected in our consolidated balance sheets in accrued expenses and other current liabilities. The liability is calculated based on historical data, which considers both the frequency and settlement amount of claims. Our estimated accrual for this liability could be different than our ultimate obligation if variables such as the frequency or amount of future claims differ significantly from management’s assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash | Restricted Cash Restricted cash consists of cash and cash equivalents held in escrow accounts in association with operations and maintenance (“O&M”) reserve accounts, cash collateralized letters of credit, as well as cash required under term loans to be maintained in reserve accounts until all obligations have been indefeasibly paid in full for energy assets. The carrying amount of the cash and cash equivalents in these accounts approximates its fair value measured using level 1 inputs per the fair value hierarchy as defined in Note 18. Restricted cash also includes funds held for clients, which represent assets that, based upon our intent, are restricted for use solely for the purposes of satisfying the obligations to remit funds to third parties, primarily utility service providers, relating to our enterprise energy management services. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Our methodology to estimate the allowance for credit losses includes quarterly assessments of historical bad debt write-off experience, current economic and market conditions, management’s evaluation of outstanding accounts receivable, anticipated recoveries and our forecasts. Due to the short-term nature of our receivables, the estimate of credit losses is primarily based on aged accounts receivable balances and the financial condition of our customers. In addition, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Bad debts are written off against the allowance when identified. As part of our assessment, we also considered the current and expected future economic and market conditions due to global factors and determined that the estimate of credit losses was not significantly impacted as of December 31, 2023 and 2022. |
Accounts Receivable Retainage | Accounts Receivable Retainage |
Inventory | Inventory Inventories, which consist primarily of PV solar panels, batteries and related accessories, are stated at the lower of cost (“first-in, first-out” method) or net realizable value (determined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation). Provisions have been made to reduce the carrying value of inventory to the net realizable value. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets |
Federal ESPC Receivable | Federal ESPC Receivable Federal ESPC receivable represents the amount to be paid by various federal government agencies for work performed and earned by Ameresco under specific ESPCs. We assign certain of our rights to receive those payments to third-parties that provide construction and permanent financing for such contracts. Upon completion and acceptance of the project by the government, typically within 24 to 36 months of construction commencement, the assigned ESPC receivable from the government and corresponding ESPC liability are eliminated from our consolidated financial statements. |
Project Development Costs | Project Development Costs We capitalize only those costs incurred in connection with the development of energy projects, primarily direct labor, interest costs, outside contractor services, consulting fees, legal fees, and travel, if incurred after a point in time where the realization of related revenue becomes probable. Project development costs incurred prior to the probable realization of revenue are expensed as incurred. We classify project development efforts that are expected to proceed to construction activity in the next twelve months as a current asset. We periodically review these balances and write off any amounts where the realization of the related revenue is no longer probable. |
Property and Equipment | Property and Equipment Property and equipment consist primarily of office and computer equipment and is recorded at cost. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance, and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation and amortization of property and equipment are computed on a straight-line basis over the following estimated useful lives: Asset Classification Estimated Useful Life Furniture and office equipment Five years Computer equipment and software costs Three Leasehold improvements Lesser of term of lease or five years Automobiles Five years Land Unlimited Gains or losses on disposal of property and equipment are reflected in selling, general, and administrative expenses in the consolidated statements of income. |
Energy Assets | Energy Assets Energy assets consist of costs of materials, direct labor, interest costs, outside contract services, deposits, asset retirement obligations (“AROs”), and project development costs incurred in connection with the construction of small-scale renewable energy plants that we own. These amounts are capitalized and amortized to cost of revenues in our consolidated statements of income on a straight-line basis over the lives of the related assets or the terms of the related contracts. Routine maintenance costs are expensed as incurred in our consolidated statements of income to the extent that they do not extend the life of the asset. Major maintenance includes upgrades and the refurbishment or replacing of components that are integral to the energy assets operating. In these instances, the costs associated with major maintenance are capitalized and are depreciated over the shorter of the remaining life of the asset or the period up to the next required major maintenance. Financing lease assets and accumulated depreciation of financing lease assets are included in energy assets. For additional information see the Sale-Leaseback section below and Notes 7 and 8. Capitalized Interest We capitalize interest costs relating to construction financing during the period of construction on energy assets we own. Capitalized interest is included in energy assets, net, in our consolidated balance sheets. Capitalized interest is amortized to cost of revenues in our consolidated statements of income on a straight-line basis over the useful life of the associated energy asset. Long-lived Asset Impairment We evaluate our long-lived assets, including operating lease right-of-use assets, for impairment as events or changes in circumstances indicate the carrying value of these assets may not be fully recoverable. Examples of such triggering events applicable to our assets include a significant decrease in the market price of a long-lived asset or asset group or a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. We evaluate recoverability of long-lived assets to be held and used by estimating the undiscounted future cash flows before interest associated with the expected uses and eventual disposition of those assets. When these comparisons indicate that the carrying value of those assets is greater than the undiscounted cash flows, we recognize an impairment loss for the amount that the carrying value exceeds the fair value of the asset group. Impairment losses are reflected in selling, general, and administrative expenses in the consolidated statements of income. See Note 7. for disclosure on our long-lived asset impairment during the year ended December 31, 2023. Government Grants From time to time, we have applied for and received cash grant awards from the U.S. Treasury Department (the “Treasury”) under Section 1603 of the American Recovery and Reinvestment Act of 2009 (the “Act”). The Act authorized the Treasury to make payments to eligible persons who place in service qualifying renewable energy projects. The grants are paid in lieu of investment tax credits. All of the cash proceeds from the grants were used and recorded as a reduction in the cost basis of the applicable energy assets. For tax purposes, the Section 1603 payments are not included in federal and certain state taxable income and the basis of the property is reduced by 50% of the payment received. We last received a Section 1603 grant during the year ended December 31, 2014. No further Section 1603 grant payments are expected to be received as the program has expired and no repayments will be required. We received grant proceeds from the Canadian government in connection with the construction of our energy assets in Canada during the years ended December 31, 2019 and 2020. We have a contribution agreement in place with Natural Resources Canada to fund 50% of the construction costs on a specific pilot project in Ontario. Cash proceeds are recorded as a deferred grant liability. Following commercial operation, the grant is subject to repayment to the government for a five-year period. Deferred grant income of $6,974 and $7,590 in the accompanying consolidated balance sheets as of December 31, 2023 and 2022, respectively, represents the benefit of the basis difference to be amortized to depreciation expense over the life of the related property. Non-refundable Transferable Credits Policy Elections We elect to apply government grant accounting, outside of income taxes, to the portion of the transferable Investment Tax Credit (“ITC”) that we intend to sell. We have an existing policy to account for government grants by analogy to International Accounting Standard (“IAS”) 20 and shall present the credit as a reduction in the cost of the related energy asset and shall measure the grant of the nonmonetary asset at fair value. Based on these policy elections, the benefit of the grant in the amount of $20,970 will be recognized in profit or loss as a reduction to depreciation expense over the life of the energy asset. |
Acquisitions | Acquisitions For acquisitions that meet the definition of a business combination, we apply the acquisition method of accounting in accordance with ASC 805, Business Combinations, where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition. Any excess of the consideration we transferred over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. Intangible assets, if identified, are also recorded. Determining the fair value of certain assets and liabilities assumed is judgmental in nature, often involves the use of significant estimates and assumptions, and is calculated using level 3 inputs per the fair value hierarchy as defined in Note 18. We continue to evaluate acquisitions for a period not to exceed one year after the acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price. The results of the acquired companies are included in our consolidated statements of income, comprehensive income, and cash flows from the date of the respective acquisition. The consideration for our acquisitions often includes future payments that are contingent upon the occurrence of a particular event. We record a contingent consideration obligation for such contingent consideration payments at fair value on the acquisition date. We estimate the fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and the likelihood of making related payments. Each reporting period we revalue the contingent consideration obligations associated with our acquisitions to fair value and record changes in the fair value within the selling, general, and administrative expenses in our consolidated statements of income. Increases or decreases in the fair value of the contingent consideration obligations can result from changes in assumed discount periods and rates, changes in the assumed timing and amount of revenue and expense estimates and changes in assumed probability with respect to the attainment of certain financial and operational metrics, among others. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the fair value of contingent consideration recorded at each reporting period. Deferred consideration related to certain holdbacks and completion payments are considered short-term in nature. These amounts are recorded at full value and are only revalued if one of those underlying assumptions changes. See Note 4 for additional information about our acquisitions. In October 2021, the Financial Standards Accounting Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. ASU 2021-08 is effective for our fiscal year beginning after December 15, 2022, however, early adoption is permitted. We early adopted this new accounting standard as of January 1, 2021 and applied it to our December 2021 acquisition discussed in Note 4. |
Goodwill and Intangible Assets | Goodwill As noted in the Acquisitions section above, our goodwill is derived when we acquire another business. Goodwill is not amortized, but the potential impairment of goodwill is assessed at least annually during the fourth quarter and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. In 2023, we changed the assessment date from December 31, 2023 to October 31, 2023. We estimate the fair value of our reporting units and compare it with the carrying value of the reporting unit, including goodwill. If the fair value is greater than the carrying value of the reporting unit, no impairment is recorded. Fair value is determined using both an income approach and a market approach. If the fair value is less than the carrying value, an impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The impairment charge would be recorded to earnings in the consolidated statements of income. Judgment is required in determining whether an event has occurred that may impair the value of goodwill or identifiable intangible assets. See Note 5 for discussion about our goodwill impairment during the year ended December 31, 2023. Intangible Assets one |
Leases / Sale-leasebacks and Financing Leases | Leases Operating lease right-of-use (“ROU”) assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities for significant lease arrangements are recognized at commencement based on the present value of lease payments over the lease term. We use our incremental borrowing rate, which is updated annually or when a significant event occurs that would indicate a significant change in rates, to calculate the present value of lease payments. The operating lease ROU asset also includes any lease payments related to initial direct cost and prepayments and excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term which may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our ROU assets are evaluated for impairment using the same method as described above under the Long-lived Asset Impairment section. We do not record ROU assets and corresponding lease liabilities for leases with an initial term of 12 months or less (“short-term leases”) as we recognize lease expense for these leases as incurred over the lease term. We elected the package of practical expedients and did not reassess lease classifications of existing contracts or leases at adoption or the initial direct costs associated with existing leases. Accordingly, our sale-leaseback arrangements entered into as of December 31, 2018 remain under the previous guidance. See the Sale-leasebacks and Financing Leases section below and Note 8 for additional information on these sale-leasebacks. Sale-leasebacks and Financing Leases We entered into sale-leaseback arrangements that provided for the sale of solar PV energy assets to third-party investors and the simultaneous leaseback of the energy assets, which we then operate and maintain, recognizing revenue through the sale of the electricity and solar renewable energy credits generated by these energy assets. In sale-leaseback arrangements, we first determine whether the solar PV energy asset under the sale-leaseback arrangement is “integral equipment”. A solar PV energy asset is determined to be integral equipment when the cost to remove the energy asset from its existing location, including the shipping and reinstallation costs of the solar PV energy asset at the new site, and any diminution in fair value, exceeds 10% of the fair value of the solar PV energy asset at the time of its original installation. When the leaseback arrangement expires, we have the option to purchase the solar PV energy asset for the then fair market value or, in certain circumstances, renew the lease for an extended term. We have determined that none of the solar PV energy assets sold to date under the sale-leaseback program have been considered integral equipment as the cost to remove the energy asset from its existing location would not exceed 10% of its original fair value. In accordance with our adoption of Topic 842, sale-leaseback transactions are accounted for as financing liabilities on a prospective basis as we retain control of the underlying assets. As these transactions meet the criteria of a failed sale, the proceeds received in prospective transactions are accounted for as long-term financing liabilities with interest rates based upon the underlying details of each specific transaction. |
Other Assets | Other Assets |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities includes use and franchise tax payable of $39,974 and $47,041 as of December 31, 2023 and 2022, respectively, as well as accrued payroll and payroll related expenses, sales tax payable, current portion of contingent consideration, and other accrued operating expenses. |
Asset Retirement Obligations | Asset Retirement Obligations |
Federal ESPC Liabilities | Federal ESPC Liabilities Federal ESPC liabilities, for both projects and energy assets, represent the advances received from third-parties under agreements to finance certain ESPC projects with various federal government agencies. For projects related to the construction or installation of certain energy savings equipment or facilities developed for the government customer, the ESPC receivable from the government and corresponding ESPC liability is eliminated from our consolidated balance sheets upon completion and acceptance of the project by the government, typically within 24 to 36 months of construction commencement. We remain the primary obligor for financing received until recourse to us ceases for the ESPC receivables transferred to the investor upon final acceptance of the work by the government customer. For small-scale energy assets developed for a government customer that we own and operate, we remain the primary obligor for financing received until the liability is eliminated from our consolidated balance sheets as contract payments assigned by the customer are transferred to the investor upon final acceptance of the work by the government customer. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs include external costs incurred to obtain financing. Debt issuance costs are amortized over the respective term of the financing using the effective interest method, with the exception of our revolving credit facility and construction loans, as discussed in Note 9, which are amortized on a straight-line basis over the term of the agreement. Debt issuance costs are presented on the consolidated balance sheets along with unamortized debt discounts as a reduction to long-term debt and financing lease liabilities. |
Other Liabilities | Other Liabilities |
Revenue Recognition / Cost of Revenues | Revenue Recognition We are a provider of comprehensive energy services, including energy efficiency, infrastructure upgrades, energy security and resilience, asset sustainability, and renewable energy solutions for businesses and organizations. Our sustainability services include capital and operational upgrades to a facility's energy infrastructure and the development, construction, ownership, and operation of renewable energy plants. Our revenue is generated from the primary lines of business described below and is recognized in accordance with Revenue from Contracts with Customers (Topic 606). Projects Our Projects service relates to energy efficiency projects, which include the design, engineering, and installation of an array of innovative technologies and techniques to improve energy efficiency and control the operation of a building’s energy- and water-consuming systems. Renewable energy products and services include, but are not limited to, the design and construction of a central plant or cogeneration system providing power, heat and/or cooling to a building, or a small-scale plant that produces electricity, gas, heat or cooling from renewable sources of energy. We recognize revenue from the installation or construction of projects over time using the cost-based input method. We use the total costs incurred on the project relative to the total expected costs to account for the satisfaction of the performance obligation. When the estimate on a contract indicates a loss, or reduces the likelihood of recoverability of such costs, we record the entire estimated loss in the period the loss becomes known. In addition, some contracts contain an element of variable consideration, including liquidated damages and/or penalties, which requires payment to the customer in the event that construction timelines or milestones are not met. We estimate the total consideration payable by the customer when the contracts contain variable consideration provisions, based on the most likely amount anticipated to be recognized for transferring the promised goods or services. As a result, we may constrain revenue to the extent that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Contracts are often modified for a change in scope or other requirements. Contract modifications exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of our contract modifications are for goods or services that are not distinct from the existing performance obligations. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase or decrease) on a cumulative catch-up basis. O&M After an energy efficiency or renewable energy project is completed, we often provide ongoing O&M services under a multi-year contract. These services include operating, maintaining and repairing facility energy systems such as boilers, chillers, and building controls, as well as central power and other small-scale plants. For larger projects, we frequently maintain staff on-site to perform these services. Maintenance revenue is recognized using the input method. In most cases, O&M fees are fixed annual fees and we record the revenue on a straight-line basis because the on-site O&M services are typically a distinct series of promises and those services have the same pattern of transfer to the customer (i.e., evenly over time). Some O&M service contract fees are based on time expended and, in those cases, revenue is recorded based on the time expended in that month. Energy Assets Our service offerings include the sale of electricity, heat, cooling, processed biogas, and renewable biomethane fuel from the portfolio of assets that we own and operate. We have constructed and are currently designing and constructing a wide range of renewable energy plants using biogas, solar, biomass, other bio-derived fuels, wind, and hydro sources of energy. Most of our renewable energy projects to date have involved the generation of electricity from solar PV and the sale of electricity, thermal, renewable fuel, or biomethane using biogas as a feedstock. We purchase the biogas that otherwise would be combusted or vented, process it, and either sell it or use it in our energy plants. We have also designed and built, own, operate and maintain plants that take biogas generated in the anaerobic digesters of wastewater treatment plants and turn it into renewable natural gas that is either used to generate energy on-site or that can be sold through the nation’s natural gas pipeline grid. We typically enter into a long-term power purchase agreement (“PPA”) for the sale of the energy where we own and operate energy producing assets. Many of our energy assets also produce environmental attributes, including renewable energy credits and RINs. In most cases, we sell these attributes under separate agreements with parties other than the PPA customer. In accordance with specific PPA contract terms, we recognize revenues from the sale and delivery of the energy output from renewable energy plants over time as produced and delivered to the customer. Environmental attributes revenue is recognized at a point in time when the environmental attributes are transferred to the customer in accordance with the transfer protocols of the environmental attributes market that we operate in. In the cases where environmental attributes are sold to the same customer as the energy output, we record revenue monthly for both the energy output and the environmental attribute output, as generated and delivered to the customer. We have determined that certain PPAs contained a lease component in accordance with ASC 840, Leases, prior to the adoption of Topic 842. We recognized $10,687, $10,904 and $11,726 of operating lease revenue Other Our service and product offerings also include integrated-PV, engineering, consulting, and enterprise energy management services, which we recognize over time as the services are provided. We recognize revenue from the sale of solar materials at a point in time when we have transferred physical control of the asset to the customer upon shipment or delivery. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. Performance obligations are satisfied as of a point in time or over time and are supported by contracts with customers. For most of our contracts, there are multiple promises of goods or services. Typically, we provide a significant service of integrating a complex set of tasks and components such as design, engineering, construction management, and equipment procurement for a project contract. The bundle of goods and services are provided to deliver one output for which the customer has contracted. In these cases, we consider the bundle of goods and services to be a single performance obligation. We may also promise to provide distinct goods or services within a contract, such as a project contract for installation of energy conservation measures and post-installation O&M services. In these cases, we separate the contract into more than one performance obligation and allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. Contract Acquisition Costs We are required to account for certain acquisition costs over the life of the contract, consisting primarily of commissions. Commission costs are incurred commencing at contract signing. Commission costs are allocated across all performance obligations and deferred and amortized consistent with the pattern of revenue recognition. Contract Assets and Contract Liabilities Contract assets represent our rights to consideration in exchange for services transferred to a customer that have not been billed as of the reporting date. Our rights to consideration are generally unconditional at the time our performance obligations are satisfied. Unbilled revenue, presented as costs and estimated earnings in excess of billings, represent amounts earned and billable that were not invoiced at the end of the fiscal period. When we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue, presented as billings in excess of cost and estimated earnings, typically results from billings in excess of costs incurred and advance payments received on project contracts. At the inception of a contract, we expect the period between when we satisfy our performance obligations, and when the customer pays for the services, will be one year or less. As such, we elected to apply the practical expedient which allows us not to adjust the promised amount of consideration for the effects of a significant financing component, when a financing component is present. Cost of Revenues Cost of revenues includes the cost of labor, materials, equipment, subcontracting and outside engineering that are required for the development and installation of projects, as well as preconstruction costs, sales incentives, associated travel, inventory obsolescence charges, amortization of intangible assets related to customer contracts, and, if applicable, costs of procuring financing. A majority of our contracts have fixed price terms, however, in some cases we negotiate protections, such as a cost-plus structure, to mitigate the risk of rising prices for materials, services, and equipment. Cost of revenues also includes the costs of maintaining and operating the small-scale renewable energy plants that we own, including the cost of fuel (if any) and depreciation charges. |
Income Taxes | Income Taxes We account for income taxes based on the liability method that requires the recognition of deferred income taxes based on expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities. We calculate deferred income taxes using the enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate uncertain tax positions on a quarterly basis and adjust the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. Our liabilities for uncertain tax positions can be relieved only if the contingency becomes legally extinguished through either payment to the taxing authority or the expiration of the statute of limitations, the recognition of the benefits associated with the position meet the “more-likely-than-not” threshold or the liability becomes effectively settled through the examination process. We consider matters to be effectively settled once the taxing authority has completed all of its required or expected examination procedures, including all appeals and administrative reviews; we have no plans to appeal or litigate any aspect of the tax position; and we believe that it is highly unlikely that the taxing authority would examine or re-examine the related tax position. We also accrue for potential interest and penalties related to unrecognized tax benefits as a component of income tax expense. |
Foreign Currency | Foreign Currency |
Fair Value Measurements | Fair Value Measurements We follow the guidance related to fair value measurements for all of our non-financial assets and non-financial liabilities, except for those recognized at fair value in the financial statements at least annually. These assets include goodwill and long-lived assets measured at fair value for impairment assessments, and non-financial assets and liabilities initially measured at fair value in a business combination. We recognize certain financial assets and liabilities at fair value on a recurring basis (at least annually). Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Three levels of inputs that may be used to measure fair value are as follows: Level 1: Inputs are based on unadjusted quoted prices for identical instruments traded in active markets. Level 2: Inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. |
Financial Instruments | Financial instruments consist of cash and cash equivalents, restricted cash, accounts and notes receivable, accounts payable, accrued expenses and other current liabilities, financing lease assets and liabilities, contingent consideration, short- and long-term borrowings, make-whole provisions, interest rate swaps, and commodity swaps. Because of their short maturity, the carrying amounts of cash and cash equivalents, restricted cash, accounts and notes receivable, accounts payable, accrued expenses and other current liabilities, and short-term borrowings approximate fair value. The carrying value of long-term variable-rate debt approximates fair value. Fair value of our debt is based on quoted market prices or on rates available to us for debt with similar terms and maturities, which are level two inputs of the fair value hierarchy, as defined in Note 18. |
Stock-based Compensation Expense | Stock-based Compensation Expense We measure and record stock-based compensation expense for all stock-based payment awards based on estimated fair value. We may provide stock-based awards of shares of restricted common stock and grants of stock options to employees, directors, outside consultants, and others through various equity plans including our Employee Stock Purchase Plan (the “ESPP”) for employees. Stock-based compensation expense, net of actual forfeitures, is recognized based on the grant-date fair value on a straight-line basis over the requisite service period of the awards. Certain option grants have performance conditions that must be achieved prior to vesting and are expensed based on the expected achievement at each reporting period. We estimate the fair value of the stock-based awards, including stock options, using the Black-Scholes option-pricing model. Determining the fair value of stock-based awards requires the use of highly subjective assumptions, including the fair value of the common stock underlying the award, the expected term of the award and expected stock price volatility. The assumptions used in determining the fair value of stock-based awards represent management’s estimates, which involve inherent uncertainties and the application of management judgment. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant, with maturities approximating the expected life of the stock options. We have no history of paying dividends. Additionally, as of each of the grant dates, there was no expectation that we would pay dividends over the expected life of the options. The expected life of the awards is estimated based upon the period stock option holders will retain their vested options before exercising them. We use historical volatility as the expected volatility assumption required in the Black-Scholes model. We recognize compensation expense for only the portion of options that are expected to vest. If there are any modifications or cancellations of the underlying invested securities or the terms of the stock option, it may be necessary to accelerate, increase, decrease, or cancel any remaining unamortized stock-based compensation expense. |
Derivative Financial Instruments | Derivative Financial Instruments In the normal course of business, we utilize derivatives contracts as part of our risk management strategy to manage exposure to market fluctuations in interest and commodity rates. These instruments are subject to various credit and market risks. Controls and monitoring procedures for these instruments have been established and are routinely reevaluated. Credit risk represents the potential loss that may occur because a party to a transaction fails to perform according to the terms of the contract. The measure of credit exposure is the replacement cost of contracts with a positive fair value. We seek to manage credit risk by entering into financial instrument transactions only through counterparties that we believe are creditworthy. Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates and commodity prices. We seek to manage market risk by establishing and monitoring limits on the types and degree of risk that may be undertaken. As a matter of policy, we do not use derivatives for speculative purposes and consider the use of derivatives with all financing transactions to mitigate risk. We account for our interest rate and commodity swaps as derivative financial instruments in accordance with ASC Topic 815, Derivatives and Hedging. Under this guidance, derivatives are carried on our consolidated balance sheets at fair value which is determined based on observable market data in combination with expected cash flows for each instrument. Some of our debt agreements contain make-whole provisions which we account for as embedded derivatives in accordance with related guidance. Under this guidance, the derivative is bifurcated from its host contract and recorded on our consolidated balance sheets at fair value by either comparing it against the rates of similar debt instruments under similar terms without a make-whole provision obtained from various highly rated third-party pricing sources or evaluating the present value of the prepayment fee. |
Earnings Per Share | Earnings Per Share |
Variable Interest Entities | Variable Interest Entities Certain contracts are executed jointly through partnership and joint venture arrangements with unrelated third parties. The arrangements are often formed for the single business purpose of executing a specific project and allow us to share risks and/or secure specialty skills required for project execution. We evaluate each partnership and joint venture at inception to determine if it qualifies as a VIE under ASC 810, Consolidation. A VIE is an entity used for business purposes that either (i) does not have equity investors with voting rights or (ii) has equity investors who are not required to provide sufficient financial resources for the entity to support its activities without additional subordinated financial support. Upon the occurrence of certain events outlined in ASC 810, we reassess our initial determination of whether the partnership or joint venture is a VIE. We also evaluate whether we are the primary beneficiary of each VIE and consolidate the VIE if we have both (i) the power to direct the economically significant activities of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. We consider the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining whether we qualify as the primary beneficiary. We also consider all parties that have direct or implicit variable interests when determining whether we are the primary beneficiary. As required by ASC 810, management's assessment of whether we are the primary beneficiary of a VIE is continuously performed. |
Equity and Cost Method Investments | Equity and Cost Method Investments |
Equity and Cost Method Investments | Equity and Cost Method Investments |
Non-Controlling Interests and Redeemable Non-Controlling Interests | Non-Controlling Interests and Redeemable Non-Controlling Interests Non-controlling interests represent the portion of equity (net assets) in a VIE not attributable, directly or indirectly, to us. For some of our VIEs we perform the attribution of income or loss and comprehensive income or loss on the basis of our relative ownership interests and the non-controlling interests. These non-controlling interests which do not contain redemption features are classified within equity on our consolidated balance sheets. In June 2018, October 2018 and December 2019, we formed investment funds (tax equity partnerships) with different third-party investors which granted the applicable investor ownership interests in the net assets of certain of our renewable energy project subsidiaries. As of December 31, 2023, we had three such investment funds remaining, each with a different third-party investor. We entered into these agreements in order to finance the costs of constructing energy assets which are under long-term customer contracts. We have determined that these entities qualify as VIEs and that we are the primary beneficiary in the operational partnerships for accounting purposes. Accordingly, we consolidate the assets and liabilities and operating results of the entities in our consolidated financial statements. We recognize the investors’ share of the net assets of the subsidiaries as redeemable non-controlling interests in our consolidated balance sheets. We have determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements and that the appropriate methodology for attributing income and loss to the redeemable non-controlling interests each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the redeemable non-controlling interests in the consolidated statements of income reflect changes in the amounts the investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements, assuming the net assets of this funding structure were liquidated at recorded amounts. The investors’ non-controlling interest in the results of operations of this funding structure is determined as the difference in the non-controlling interest’s claim under the HLBV method at the start and end of each reporting period, after taking into account any capital transactions, such as contributions or distributions, between our subsidiaries and the investors. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Reference Rate Reform In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04, as amended by ASU 2021-01 in January 2021, directly addressing the effects of reference rate reform on financial reporting as a result of the cessation of the publication of certain London interbank offered rate (“LIBOR”) rates beginning December 31, 2021, with complete elimination of the publication of the LIBOR rates by June 30, 2023. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform by virtue of referencing LIBOR, or another reference rate expected to be discontinued. This guidance became effective on March 12, 2020, and then was amended by ASU 2022-06 in December 2022, extending the adoption date to no later than December 31, 2024, with early adoption permitted. We adopted this guidance beginning January 1, 2023 upon entering amendments to credit agreements which introduced the secured overnight financing rate as administrated by the Federal Reserve Bank of New York to replace LIBOR as the benchmark. The adoption of this guidance did not have a material impact on our consolidated financial statements. Derivatives and Hedging In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method, which expands the current single-layer method to allow multiple hedged layers of a single closed portfolio to be hedged under the method. ASU 2022-01 is effective for our fiscal year ending beginning after December 15, 2022. We adopted this accounting standard as of January 1, 2023 and the adoption did not have an impact on our consolidated financial statements. Fair Value Measurement In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the measurement criteria for equity securities and refines the disclosure requirements for equity securities subject to contractual sale restrictions. ASU 2022-03 is effective for our fiscal year beginning after December 15, 2023. We are currently evaluating the impact that adopting this new accounting standard would have on our consolidated financial statements. Investments - Equity Method and Joint Ventures In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, which defines consistent accounting for equity investments for the purpose of receiving income tax credits and other income tax benefits. ASU 2023-02 is effective for our fiscal year ending beginning after December 15, 2023. We are currently evaluating the impact that adopting this new accounting standard would have on our consolidated financial statements. Business Combinations— Joint Venture Formations In August 2023, the FASB issued ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60) Recognition and Initial Measurement, which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. We are currently evaluating the impact that adopting this new accounting standard would have on our consolidated financial statements. Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which updates the disclosure or presentation requirements for a variety of topics in the codification. ASU 2023-06 is effective from the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. We will monitor the removal of the requirements from the current regulations and adopt the related amendments, but we do not anticipate this new guidance will have a material impact on our consolidated financial statements as we are currently subject to SEC requirements. Segment Reporting (Topic 820) - Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 820) - Improvements to Reportable Segment Disclosures, which improves reportable segment disclosures by requiring enhanced disclosures for significant segment expenses and other segment items. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our consolidated financial statements. Income Taxes (Topic 740) - Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Accounts Receivable, Allowance for Credit Loss | Changes in the allowance for credit losses was as follows: Year Ended December 31, 2023 2022 2021 Allowance for credit loss, beginning of period $ 911 $ 2,263 $ 2,266 Charges to (recoveries of) costs and expenses, net 356 (382) 187 Account write-offs and other (364) (970) (190) Allowance for credit loss, end of period $ 903 $ 911 $ 2,263 |
Prepaid Expenses And Other Current Assets | Prepaid expenses and other current assets comprised of the following: Year Ended December 31, 2023 2022 Other receivables $ 74,454 $ 16,877 Deferred project costs 38,240 13,556 Prepaid expenses 10,697 8,184 Prepaid expenses and other current assets $ 123,391 $ 38,617 |
Estimated Useful Lives of Property and Equipment | Depreciation and amortization of property and equipment are computed on a straight-line basis over the following estimated useful lives: Asset Classification Estimated Useful Life Furniture and office equipment Five years Computer equipment and software costs Three Leasehold improvements Lesser of term of lease or five years Automobiles Five years Land Unlimited Property and equipment, net consisted of the following: December 31, 2023 2022 Furniture and office equipment $ 4,207 $ 3,023 Computer equipment and software costs 27,199 22,179 Leasehold improvements 2,570 2,483 Automobiles 2,041 1,896 Land 6,943 6,781 Property and equipment, gross 42,960 36,362 Less: accumulated depreciation (25,565) (20,655) Property and equipment, net $ 17,395 $ 15,707 The following table sets forth our depreciation expense on property and equipment: Year Ended December 31, Location 2023 2022 2021 Selling, general & administrative expenses $ 4,155 $ 2,665 $ 3,143 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents our revenue disaggregated by line of business and reportable segment for the year ended December 31, 2023: U.S. Regions U.S. Federal Canada Alternative Fuels Europe All Other Total Project revenue $ 465,342 $ 342,238 $ 53,737 $ — $ 138,730 $ 1,250 $ 1,001,297 O&M revenue 26,210 53,496 100 10,697 1,980 — 92,483 Energy assets 60,450 6,326 4,223 106,359 1,531 — 178,889 Integrated-PV 4 — — — — 45,739 45,743 Other 5,116 824 12,050 19 10,601 27,611 56,221 Total revenues $ 557,122 $ 402,884 $ 70,110 $ 117,075 $ 152,842 $ 74,600 $ 1,374,633 The following table presents our revenue disaggregated by line of business and reportable segment for the year ended December 31, 2022: U.S. Regions U.S. Federal Canada Alternative Fuels Europe All Other Total Project revenue $ 1,049,465 $ 333,846 $ 44,273 $ — $ 53,680 $ — $ 1,481,264 O&M revenue 22,217 51,857 42 10,377 471 1 84,965 Energy assets 47,372 5,822 4,447 104,082 368 — 162,091 Integrated-PV — — — — — 49,696 49,696 Other 4,289 366 9,796 — 7,126 24,829 46,406 Total revenues $ 1,123,343 $ 391,891 $ 58,558 $ 114,459 $ 61,645 $ 74,526 $ 1,824,422 The following table presents our revenue disaggregated by line of business and reportable segment for the year ended December 31, 2021: U.S. Regions U.S. Federal Canada Alternative Fuels Europe All Other Total Project revenue $ 488,507 $ 340,686 $ 36,776 $ — $ 37,970 $ 21 $ 903,960 O&M revenue 21,551 47,072 71 9,288 631 — 78,613 Energy assets 39,433 4,913 4,532 101,811 562 — 151,251 Integrated-PV — — — — — 41,202 41,202 Other 1,627 277 8,104 124 7,001 23,538 40,671 Total revenues $ 551,118 $ 392,948 $ 49,483 $ 111,223 $ 46,164 $ 64,761 $ 1,215,697 See Note 16 for our revenue disaggregated by geographical region. The following table presents information related to our revenue recognized over time: Year Ended December 31, 2023 2022 2021 Percentage of revenue recognized over time 95 % 96 % 95 % |
Summary of Contract Balances | The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers: December 31, 2023 December 31, 2022 Accounts receivable, net $ 153,362 $ 174,009 Accounts receivable retainage 33,826 38,057 Contract Assets Costs and estimated earnings in excess of billings 636,163 576,363 Contract Liabilities Billings in excess of cost and estimated earnings 52,903 34,796 Billings in excess of cost and estimated earnings, non-current (1) 18,393 7,617 Total contract liabilities $ 71,296 $ 42,413 (1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the consolidated balance sheets. |
Summary of Project Development Costs on Projects Converted to Customer Contracts | The following table presents information related to our project development costs recognized in the consolidated statements of income on projects that converted to customer contracts: Year Ended December 31, 2023 2022 2021 Project development costs recognized $ 13,051 $ 15,507 $ 12,737 |
Business Acquisitions and Rel_2
Business Acquisitions and Related Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation by Acquisitions | A summary of the cumulative consideration paid, allocation of the purchase price, and adjustments made for the Enerqos acquisition are presented in the table below: Preliminary March 31, 2023 Measurement Period Adjustment As Adjusted December 31, 2023 Cash $ 9,535 $ — $ 9,535 Long-term debt assumed, net of current portions 3,951 — 3,951 FX adjustment (41) — (41) Fair value of consideration transferred $ 13,445 $ — $ 13,445 Cash and cash equivalents 190 — 190 Accounts receivable 6,230 — 6,230 Costs and estimated earnings in excess of billings 8,985 — 8,985 Prepaid expenses and other current assets 16,504 — 16,504 Project development costs 5,140 — 5,140 Property and equipment and energy assets 1,234 — 1,234 Intangible assets 4,438 — 4,438 Long-term restricted cash 163 — 163 Accounts payable (15,480) — (15,480) Accrued expenses and other current liabilities (4,510) 165 (4,345) Current portions of long-term debt (15,165) — (15,165) Deferred income tax liabilities, net (931) — (931) Other liabilities (208) — (208) Recognized identifiable assets acquired and liabilities assumed $ 6,590 $ 165 $ 6,755 Goodwill $ 6,855 $ (165) $ 6,690 A summary of the cumulative consideration paid, allocation of the purchase price, and adjustments made for the Plug Smart acquisition are presented in the table below: Preliminary December 31, 2021 Measurement Period Adjustment As Adjusted December 31, 2022 Cash $ 17,692 $ — $ 17,692 Fair value of earn out 2,160 (19) 2,141 Hold-back 750 — 750 Working capital adjustment 638 (128) 510 Fair value of consideration transferred $ 21,240 $ (147) $ 21,093 Cash and cash equivalents 2,771 — 2,771 Accounts receivable 3,370 — 3,370 Costs and estimated earnings in excess of billings 1,663 — 1,663 Prepaid expenses and other current assets 1,499 — 1,499 Intangible assets 6,354 (409) 5,945 Operating lease assets 488 — 488 Accounts payable (1,795) — (1,795) Accrued expenses and other current liabilities (964) (127) (1,091) Current portion of operating lease liabilities (145) — (145) Billings in excess of cost and estimated earnings (2,464) — (2,464) Deferred income tax liabilities (1,693) — (1,693) Long-term operating lease liabilities, net of current portion (343) — (343) Recognized identifiable assets acquired and liabilities assumed $ 8,741 $ (536) $ 8,205 Goodwill $ 12,499 $ 389 $ 12,888 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the goodwill balances by reportable segment are as follows: U.S. Regions U.S. Federal Canada Alternative Europe Other Total Carrying Value of Goodwill Balance, December 31, 2021 $ 39,204 $ 3,981 $ 3,454 $ — $ 6,627 $ 17,891 $ 71,157 Remeasurement adjustments 389 — — — — 389 Foreign currency translation — — (218) — (695) — (913) Balance, December 31, 2022 39,593 3,981 3,236 — 5,932 17,891 70,633 Goodwill acquired during the year — — — — 6,855 — 6,855 Remeasurement adjustments — — — — (165) — (165) Impairment charges, net of tax (2,222) — — — — — (2,222) Foreign currency translation — — 73 — 413 — 486 Balance, December 31, 2023 $ 37,371 $ 3,981 $ 3,309 $ — $ 13,035 $ 17,891 $ 75,587 Accumulated Goodwill Impairment Balance, December 31, 2022 $ — $ — $ (1,016) $ — $ — $ — $ (1,016) Balance, December 31, 2023 $ (2,222) $ — $ (1,016) $ — $ — $ — $ (3,238) |
Schedule of Intangible Assets, Net | Definite-lived intangible assets, net consisted of the following: As of December 31, 2023 2022 Gross carrying amount Customer contracts $ 8,859 $ 8,288 Customer relationships 21,182 17,755 Non-compete agreements 3,013 2,980 Technology 2,723 2,713 Tradenames 1,370 541 Total gross carrying amount 37,147 32,277 Accumulated Amortization Customer contracts 8,859 8,288 Customer relationships 14,979 13,066 Non-compete agreements 3,013 2,980 Technology 2,723 2,713 Tradenames 765 537 Total accumulated amortization 30,339 27,584 Intangible assets, net $ 6,808 $ 4,693 The table below sets forth amortization expense: Year Ended December 31, Location 2023 2022 2021 Customer contracts Cost of revenues $ — $ 551 $ — Customer relationships Selling, general and administrative expenses 2,141 1,303 310 Technology Selling, general and administrative expenses — 1 8 Tradenames Selling, general and administrative expenses 225 3 3 Total amortization expense $ 2,366 $ 1,858 $ 321 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for our definite-lived intangible assets for the next five years to be included in selling, general, and administrative expenses is as follows: Estimated Amortization Expense 2024 $ 2,147 2025 2,146 2026 1,714 2027 640 2028 161 Total $ 6,808 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Depreciation and amortization of property and equipment are computed on a straight-line basis over the following estimated useful lives: Asset Classification Estimated Useful Life Furniture and office equipment Five years Computer equipment and software costs Three Leasehold improvements Lesser of term of lease or five years Automobiles Five years Land Unlimited Property and equipment, net consisted of the following: December 31, 2023 2022 Furniture and office equipment $ 4,207 $ 3,023 Computer equipment and software costs 27,199 22,179 Leasehold improvements 2,570 2,483 Automobiles 2,041 1,896 Land 6,943 6,781 Property and equipment, gross 42,960 36,362 Less: accumulated depreciation (25,565) (20,655) Property and equipment, net $ 17,395 $ 15,707 The following table sets forth our depreciation expense on property and equipment: Year Ended December 31, Location 2023 2022 2021 Selling, general & administrative expenses $ 4,155 $ 2,665 $ 3,143 |
Energy Assets, Net (Tables)
Energy Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets [Abstract] | |
Summary of Energy Assets | Energy assets, net consisted of the following: December 31, 2023 2022 Energy assets (1) $ 2,054,145 $ 1,493,913 Less: accumulated depreciation and amortization (364,721) (312,388) Energy assets, net $ 1,689,424 $ 1,181,525 (1) Includes financing lease assets (see Note 8), capitalized interest and ARO assets (see tables below). Also includes the energy asset project acquired in August 2023. See section below for additional information. |
Schedule Of Depreciation And Amortization Expense Of Energy Assets | The following table sets forth our depreciation and amortization expense on energy assets, net of deferred grant amortization: Year Ended December 31, Location 2023 2022 2021 Cost of revenues (1) $ 59,390 $ 49,755 $ 43,113 (1) Includes depreciation and amortization expense on financing lease assets. See Note 8. |
Capitalized Interest | The following table presents the interest costs relating to construction financing during the period of construction, which were capitalized as part of energy assets, net: Year Ended December 31, 2023 2022 2021 Capitalized interest $ 43,561 $ 13,050 $ 2,814 |
Schedule of Customer Energy Liabilities | The liabilities recognized in association with these customer energy assets were as follows: December 31, Location 2023 2022 Accrued expenses and other current liabilities $ 598 $ 261 Other liabilities 41,680 27,168 Total customer energy asset projects liability $ 42,278 $ 27,429 |
Schedule Of Asset And Liabilities Retirement Obligations | The following tables sets forth information related to our ARO assets and ARO liabilities: December 31, Location 2023 2022 ARO assets, net Energy assets, net $ 4,800 $ 2,359 ARO liabilities, non-current Other liabilities $ 5,960 $ 3,052 Year Ended December 31, 2023 2022 2021 Depreciation expense of ARO assets $ 215 $ 146 $ 113 Accretion expense of ARO liabilities $ 258 $ 146 $ 123 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Rent and Related Expenses and Lease Costs | Rent and related expenses were as follows: Year Ended December 31, 2023 2022 2021 Rent and related expenses $ 10,504 $ 9,199 $ 9,740 The costs related to our leases were as follows: Year Ended December 31, 2023 2022 2021 Operating Leases Operating lease costs $ 9,416 $ 8,372 $ 8,780 Financing Leases Amortization expense 2,103 2,104 2,129 Interest on lease liabilities 1,804 2,147 2,541 Total financing lease costs 3,907 4,251 4,670 Total lease costs $ 13,323 $ 12,623 $ 13,450 Supplemental cash flow information related to our leases was as follows: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,724 $ 7,978 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 25,225 $ 4,872 (1) Includes non-monetary lease transactions of $13,941. See disclosure below for additional information. |
Schedule of Assets and Liabilities, Lessee | The table below sets forth supplemental balance sheet information related to leases: December 31, 2023 2022 Operating Leases Operating lease assets $ 58,586 $ 38,224 Current portion of operating lease liabilities $ 13,569 $ 5,829 Long-term operating lease liabilities, net of current portion 42,258 31,703 Total Operating lease liabilities $ 55,827 $ 37,532 Weighted-average remaining lease term 18 years 13 years Weighted-average discount rate 6.6 % 6.0 % Financing Leases (1) Energy assets, net $ 27,262 $ 29,365 Current portions of financing lease liabilities $ 871 $ 1,992 Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 13,057 14,068 Total financing lease liabilities $ 13,928 $ 16,060 Weighted-average remaining lease term 13 years 14 years Weighted-average discount rate 12.05 % 12.1 % (1) Includes sale-leaseback transactions entered into prior to January 1, 2019. |
Schedule of Finance Lease Liability Maturity | The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 16,390 $ 2,317 2025 11,068 2,213 2026 5,813 2,054 2027 4,781 1,922 2028 4,186 1,955 Thereafter 79,489 15,935 Total minimum lease payments $ 121,727 $ 26,396 Less: interest 65,900 12,468 Present value of lease liabilities $ 55,827 $ 13,928 |
Schedule of Operating Lease Liability Maturity | The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 16,390 $ 2,317 2025 11,068 2,213 2026 5,813 2,054 2027 4,781 1,922 2028 4,186 1,955 Thereafter 79,489 15,935 Total minimum lease payments $ 121,727 $ 26,396 Less: interest 65,900 12,468 Present value of lease liabilities $ 55,827 $ 13,928 |
Schedule of Amount Related to Sale Leasebacks | The following table presents a summary of amounts related to these sale-leasebacks included in our consolidated balance sheets: December 31, 2023 2022 Deferred loss, short-term, net 115 115 Deferred loss, long-term, net 1,340 1,455 Total deferred loss $ 1,455 $ 1,570 Deferred gain, short-term, net 345 345 Deferred gain, long-term, net 4,085 4,430 Total deferred gain $ 4,430 $ 4,775 |
Debt and Financing Lease Liab_2
Debt and Financing Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt was comprised of the following: As of December 31, 2023 2022 Senior secured credit facility, 9.12%, due January 2024 to March 2025 (1) (8) $ 279,900 $ 477,900 June 2020 construction revolver, 6.96%, due March 2024 (2) (8) $ 20,705 $ 39,536 July 2020 construction revolver, 5.92%, due June 2023 (2) (8) — 5,855 April 2023 construction credit facility, 6.82%, due July 2024 134,415 — August 2023 construction credit facility, 9.34%, due August 2026 278,858 — August 2023 construction revolver, 6.85%, due April 2030 36,270 — Subtotal energy asset construction facilities $ 470,248 $ 45,391 January 2006 variable rate term loan, 0.00%, due June 2024 (2) (3) $ — $ 3,403 October 2011 term loan, 6.11% due June 2028 (5) 1,976 2,348 October 2012 variable rate term loan, 7.88%, due June 2025 (4) (8) 34,453 37,204 September 2015 variable rate term loan, 7.21%, due March 2028 (4) (8) 13,747 14,084 August 2016 term loan, 4.95%, due June 2031 (4) 2,253 2,588 March 2017 term loan, 5.00%, due March 2028 (4) — 2,258 April 2017 term loan, 4.50%, due April 2027 (5) — 1,846 April 2017 term loan, 5.61%, due February 2034 (4) 1,348 1,437 June 2017 variable rate term loan, 7.81%, due December 2027 (4) (8) 7,158 7,874 June 2018 term loan, 5.15%, due December 2038 (2) (4) 21,063 23,255 June 2018 variable rate term loan, 7.41%, due June 2033 (2) (8) (3) 6,592 6,951 October 2018 variable rate term loan, 7.86%, due October 2029 (2) (8) (5) 6,145 6,977 November 2020 fixed rate note, 3.58%, due December 2027 (4) 2,004 2,425 June 2021 fixed rate note, 4.92%, due June 2045 (4) 3,489 3,474 July 2021 fixed rate note, 3.25%, due March 2046 (2) (4) 35,090 37,302 July 2021 variable rate term loan, 9.01%, due July 2030 (2) (4) (8) 2,140 2,915 June 2022 fixed rate shelf note, 5.45%, due March 2042 (2) (4) 6,395 6,859 October 2022 fixed rate financing facility, 6.70%, due August 2039 349,093 92,203 March 2023 fixed rate shelf note 5.99%, due, December 2047 (2) (4) 21,984 — August 2023 seller's promissory note, 5.00%, due January 2024 28,294 — August 2023 fixed rate note, 5.70%, due April 2047 (2) 3,520 — Various Enerqos financing facilities 17,786 — Subtotal energy asset term loans $ 564,530 $ 255,403 August 2018 master sale-leaseback, 0.00% to 1.86%, due July 2039 to July 2047 (3) (6) $ 163,504 $ 104,011 December 2020 master sale-leaseback, 0.00%, due December 2040 to March 2043 (4) (6) 22,194 16,912 Subtotal sale-leasebacks $ 185,698 $ 120,923 Financing leases (7) $ 13,928 $ 16,060 Total debt and financing leases $ 1,514,304 $ 915,677 Less: current maturities, net of unamortized discount 322,247 331,479 Less: unamortized discount and debt issuance costs 21,982 15,563 Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs $ 1,170,075 $ 568,635 (1) Facility has interest at varying rates monthly in arrears. (2) These agreements have acceleration causes that, in the event of default, as defined, the payee has the option to accelerate payment terms and make the remaining principal and the required interest balance due according to the agreement. (3) Facility is payable in semi-annual installments. (4) Facility is payable in quarterly installments. (5) Facility is payable in monthly installments. (6) These agreements are sale-leaseback arrangements and are accounted for as failed sales under the guidance and are classified as financing liabilities. See Note 8. (7) Financing leases are sale-leaseback arrangements under previous guidance and do not include approximately $12,468 in future interest payments as of December 31, 2023 and $14,212 as of December 31, 2022. See Note 8. (8) These agreements are now using the Secured Overnight Financing Rate (“SOFR”) as the primary reference rate used to calculate interest. The table below sets forth amounts outstanding under the senior credit facility: Rate as of December 31, 2023 As of December 31, 2023 2022 Term loan A 8.70 % $ 75,000 $ 75,000 Delayed draw term loan A 8.70 % $ 65,000 $ 220,000 Revolving credit facility 9.54 % $ 139,900 $ 182,900 Total senior secured credit facility outstanding $ 279,900 $ 477,900 Less: unamortized debt discount and debt issuance costs $ (884) $ (1,562) Total senior secured credit facility outstanding, net $ 279,016 $ 476,338 |
Schedule of Aggregate Maturities of Long-Term Debt | The following table presents the aggregate maturities of long-term debt and financing leases as of December 31, 2023: 2024 $ 324,423 2025 298,569 2026 340,080 2027 62,162 2028 59,250 Thereafter 429,820 Total maturities $ 1,514,304 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Domestic and Foreign Income Taxes | The following table sets forth components of income before income taxes: Year Ended December 31, 2023 2022 2021 Domestic $ 30,211 $ 98,004 $ 74,256 Foreign 8,058 7,715 3,888 Income before income taxes $ 38,269 $ 105,719 $ 78,144 |
Income Tax Provision (Benefit) | The components of the provision (benefit) for income taxes were as follows: Year Ended December 31, 2023 2022 2021 Current income tax provision (benefit): Federal $ 34 $ (722) $ (779) State 372 733 1,779 Foreign 1,255 1,202 844 Total current 1,661 1,213 1,844 Deferred income tax (benefit) provision: Federal (22,677) 2,528 (8,025) State (5,657) 2,300 3,561 Foreign 1,038 1,129 573 Total deferred (27,296) 5,957 (3,891) Total income tax (benefit) provision $ (25,635) $ 7,170 $ (2,047) |
Deferred Income Tax Assets and Liabilities | Deferred tax assets and liabilities consisted of the following: December 31, 2023 2022 Deferred income tax assets: Compensation accruals $ 4,137 $ 3,306 Reserves 5,906 4,111 Sale-leasebacks and other accruals 49,300 32,945 Net operating losses 28,565 18,395 Interest limitation 8,273 — Energy efficiency 82,827 71,433 Deferred revenue 2,114 2,132 Gross deferred income tax assets 181,122 132,322 Valuation allowance (3,704) (3,621) Total deferred income tax assets $ 177,418 $ 128,701 Deferred income tax liabilities: Depreciation $ (137,966) $ (122,762) Deferred effect of derivative liability (2,166) (1,640) Canadian capital cost, allowance and amortization (5,738) (3,098) Italy intangibles (1,324) — United Kingdom goodwill amortization (852) (952) Outside basis difference (6,599) (5,038) Interest rate swaps (841) (1,347) Total deferred income tax liabilities (155,486) (134,837) Deferred income tax assets (liabilities), net $ 21,932 $ (6,136) |
Summary of Valuation Allowance | Our valuation allowance related to the following items: December 31, 2023 2022 Interest rate swaps (1) $ — $ 49 Foreign net operating loss (2) 3,702 3,555 State net operating loss at one of our subsidiaries (3) 2 17 Total valuation allowance $ 3,704 $ 3,621 (1) The deferred tax asset represents a future capital loss which can only be recognized for income tax purposes to the extent of capital gain income. Although we anticipate sufficient future taxable income, it is more likely than not that it will not be the appropriate character to allow for the recognition of the future capital loss. (2) It is more likely than not that we will not generate sufficient taxable income at the foreign subsidiary level to utilize the net operating loss. (3) It is more likely than not that we will not generate sufficient taxable income at the subsidiary level to utilize the net operating loss. |
Summary of Operating Loss Carryforwards | As of December 31, 2023, we had the following tax loss and credit carryforwards to offset taxable income in prior and future years: Amount Expiration Period Federal net operating loss carryforwards $ 69,130 Indefinite State net operating loss carryforwards 91,411 Various Canadian net operating loss carryforwards 32,527 2028 through 2043 Ireland net operating loss carryforwards 324 Indefinite Spain net operating loss carryforwards 2,302 Indefinite Total tax loss carryforwards $ 195,694 Federal Energy Investment and Production tax credit carryforward $ 82,768 2030 through 2043 |
Summary of Tax Credit Carryforwards | As of December 31, 2023, we had the following tax loss and credit carryforwards to offset taxable income in prior and future years: Amount Expiration Period Federal net operating loss carryforwards $ 69,130 Indefinite State net operating loss carryforwards 91,411 Various Canadian net operating loss carryforwards 32,527 2028 through 2043 Ireland net operating loss carryforwards 324 Indefinite Spain net operating loss carryforwards 2,302 Indefinite Total tax loss carryforwards $ 195,694 Federal Energy Investment and Production tax credit carryforward $ 82,768 2030 through 2043 |
Reconciliation of Effective Tax Rates | The following is a reconciliation of the effective tax rates: Year Ended December 31, 2023 2022 2021 Income before (benefit) provision for income taxes $ 38,269 $ 105,719 $ 78,144 Federal statutory tax expense $ 8,036 $ 22,201 $ 16,410 State income taxes, net of federal benefit (774) 3,844 2,648 Net state impact of deferred rate change (3,213) (575) (502) Nondeductible expenses 667 2,198 2,572 Impact of reserve for uncertain tax positions (200) 59 286 Stock-based compensation expense 4 353 (4,618) Energy efficiency preferences (30,359) (21,410) (17,639) Foreign items and rate differential 458 37 4 Adjustment State Taxes (66) — — Redeemable non-controlling interests (227) (411) (2,546) Valuation allowance 81 (159) 337 Miscellaneous (42) 1,033 1,001 Total income tax (benefit) provision $ (25,635) $ 7,170 $ (2,047) Effective tax rate: Federal statutory rate expense 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit (2.0) % 3.6 % 3.4 % Net state impact of deferred rate change (8.4) % (0.5) % (0.6) % Nondeductible expenses 1.7 % 2.1 % 3.3 % Impact of reserve for uncertain tax positions (0.5) % 0.1 % 0.4 % Stock-based compensation expense — % 0.3 % (5.9) % Energy efficiency preferences (79.3) % (20.3) % (23.2) % Foreign items and rate differential 1.2 % — % — % Adjustment State Taxes (0.2) % — % — % Redeemable non-controlling interests (0.6) % (0.4) % (3.3) % Valuation allowance 0.2 % (0.2) % 0.4 % Miscellaneous (0.1) % 1.1 % 1.9 % Effective tax rate (67.0) % 6.8 % (2.6) % |
Unrecognized Tax Benefits | The following table provides a reconciliation of gross unrecognized tax benefits which are included in other liabilities within the consolidated balance sheets: Year Ended December 31, 2023 2022 Balance, beginning of year $ 900 $ 900 Additions for current year tax positions 100 — Reductions of prior year tax positions (200) — Balance, end of year $ 800 $ 900 |
Variable Interest Entities an_2
Variable Interest Entities and Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The table below presents a summary of amounts related to our VIEs reflected in Note 1 on our consolidated balance sheets: As of December 31, 2023 2022 Investment Funds Other VIEs Total VIEs Investment Funds Other VIEs Total VIEs Cash and cash equivalents $ 5,099 $ 16,780 $ 21,879 $ 1,715 $ 8,392 $ 10,107 Restricted cash — — — 799 — 799 Accounts receivable, net — 1,977 1,977 24 566 590 Costs and estimated earnings in excess of billings 662 13,409 14,071 951 1 952 Prepaid expenses and other current assets 33 3,749 3,782 35 14,287 14,322 Total VIE current assets 5,794 35,915 41,709 3,524 23,246 26,770 Property and equipment, net — 267 267 89 — 89 Energy assets, net 79,104 173,808 252,912 84,081 97,969 182,050 Operating lease assets 4,748 12,908 17,656 4,901 — 4,901 Restricted cash, non-current portion 73 — 73 73 — 73 Other assets 10 74 84 30 — 30 Total VIE assets $ 89,729 $ 222,972 $ 312,701 $ 92,698 $ 121,215 $ 213,913 Current portions of long-term debt and financing lease liabilities $ 2,190 $ 132,427 $ 134,617 $ 2,087 $ — $ 2,087 Accounts payable 1,440 6,490 7,930 48 8,007 8,055 Accrued expenses and other current liabilities 241 22,780 23,021 304 12,255 12,559 Current portions of operating lease liabilities 133 6,953 7,086 117 — 117 Total VIE current liabilities 4,004 168,650 172,654 2,556 20,262 22,818 Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 17,167 — 17,167 19,177 — 19,177 Long-term operating lease liabilities, net of current portion 5,063 3,823 8,886 5,159 — 5,159 Other liabilities 356 — 356 866 2,709 3,575 Total VIE liabilities $ 26,590 $ 172,473 $ 199,063 $ 27,758 $ 22,971 $ 50,729 |
Schedule Equity Method Investments in Joint Ventures | The following table sets forth the carrying value of our equity and cost method investments in joint ventures: As of December 31, 2023 2022 Equity and cost method investments $ 18,709 $ 10,855 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity, Attributable to Parent [Abstract] | |
Schedule of Call and Put Options Investment Funds | The following table sets forth information about the call and put options for our investment funds outstanding as of December 31, 2023: Call Option Put Option Investment Fund Number Formation Date Start Date End Date Purchase Price Start Date End Date Purchase Price 1 June 2018 April 2024 October 2024 (1) October 2024 April 2025 (3) 2 October 2018 June 2024 December 2024 (1) December 2024 June 2025 (3) 3 December 2019 March 2026 September 2026 (2) September 2026 September 2027 (4) (1) Purchase price is equal to the greater of (i) the fair market value of such interests at the time the option is exercised or (ii) 7% of the investors’ contributed capital balance at the time the option is exercisable. (2) Purchase price is equal to the greater of (i) the fair market value of such interests at the time the option is exercised or (ii) 5% of the investors’ contributed capital balance at the time the option is exercisable. The call options are exercisable beginning on the date that specified conditions are met for each respective fund. These dates are estimate and subject to change based on last funding date. (3) Purchase price is the sum of (i) the fair market value at the time the option is exercised, and (ii) the closing costs incurred by the investor in connection with the exercise of the put option. (4) Purchase price is the lessor of fair market value at the time the option is exercised and the sum of (i) 5% of the investors’ contributed capital balance at the time the option is exercisable, and (ii) the fair market value of any unpaid tax law change losses incurred by the investor in connection with the exercise of the put option. |
Equity and Earnings Per Share (
Equity and Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerator and denominator for the computation of basic and diluted earnings per share: Year Ended December 31, 2023 2022 2021 Numerator: Net income attributable to common shareholders $ 62,470 $ 94,926 $ 70,458 Adjustment for accretion of tax equity financing fees (108) (116) (116) Income attributable to common shareholders $ 62,362 $ 94,810 $ 70,342 Denominator: Basic weighted-average shares outstanding 52,140 51,841 50,855 Effect of dilutive securities: Stock options 1,087 1,437 1,413 Diluted weighted-average shares outstanding 53,228 53,278 52,268 Net income per share attributable to common shareholders: Basic $ 1.20 $ 1.83 $ 1.38 Diluted $ 1.17 $ 1.78 $ 1.35 Potentially dilutive shares (1) 1,707 1,108 1,443 (1) Potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive. |
Stock-Based Compensation and _2
Stock-Based Compensation and Other Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | The following table summarizes the collective activity under the plan: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,533 45.799 Granted 170 41.871 Exercised (246) 9.900 Forfeited (193) 62.365 Expired (9) 63.311 Outstanding at December 31, 2023 4,255 $ 46.932 6.6 years $ 27,539 Options exercisable at December 31, 2023 1,867 $ 25.241 5.3 years $ 25,775 Expected to vest at December 31, 2023 2,387 $ 63.900 7.6 years $ 1,764 The following table sets forth additional disclosures about our plan: Year Ended December 31, 2023 2022 2021 Aggregate intrinsic value of options exercised $ 8,511 $ 9,775 $ 33,494 Cash received from stock option exercises $ 2,438 $ 3,954 $ 5,563 Weighted-average fair value of stock options granted $ 23.99 $ 37.87 $ 28.94 Stock-based compensation expense (1) $ 10,318 $ 15,046 $ 8,716 Income tax benefit from stock-based compensation expense $ 1,102 $ 659 $ 4,932 (1) Included in selling, general, and administrative expenses in the accompanying consolidated statements of income and includes expense in connection with our ESPP and RSUs. |
Schedule of Stock Options Valuation Assumptions | The following table sets forth the significant assumptions used in the model: Year Ended December 31, 2023 2022 2021 Expected dividend yield —% —% —% Risk-free interest rate 3.35% -4.44% 1.69%-3.82% 0.92%-1.46% Expected volatility 54%-56% 51%-53% 48%-50% Expected life 6.5 years 6.5 years 6.5 years |
Schedule of Restricted Stock Units | The following table summarizes the activity under the plan: Number of Options Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2022 13 $ 52.94 Granted 66 45.33 Vested (23) 47.83 Forfeited (4) 48.39 Outstanding at December 31, 2023 52 $ 45.90 |
Schedule of Defined Contribution Plan Disclosures | The following table sets forth our matching contributions under the plans: Year Ended December 31, 2023 2022 2021 401(k) plan $ 7,561 $ 6,974 $ 6,189 Group Personal Pension Plan 652 290 252 Registered Retirement Savings Plan 429 406 405 Total matching contributions $ 8,642 $ 7,670 $ 6,846 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segments, Geographical Areas [Abstract] | |
Composition of Assets and Revenues by Geographic Locations | The following table presents our long-lived assets related to our operations by geographic area: As of December 31, 2023 2022 Long-lived Tangible Assets United States $ 1,670,322 $ 1,162,705 Canada 23,549 24,590 Europe 12,948 9,937 Total long-lived assets $ 1,706,819 $ 1,197,232 We attribute revenues to customers based on the location of the customer. The following table presents revenues by geographic region: Year Ended December 31, 2023 2022 2021 Revenues United States $ 1,161,775 $ 1,712,326 $ 1,126,141 Canada 63,367 53,461 45,782 Europe 149,491 58,635 43,774 Total revenues $ 1,374,633 $ 1,824,422 $ 1,215,697 |
Other Expenses, Net (Tables)
Other Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expenses, Net | The following table presents the components of other expenses, net: Year Ended December 31, 2023 2022 2021 (Gain) loss on derivatives $ (1,108) $ (906) $ 240 Interest expense, net of interest income 36,169 26,423 14,361 Amortization of debt discount and debt issuance costs 4,201 4,211 2,849 Foreign currency transaction (gain) loss (581) 144 852 Government incentives (576) (2,599) (1,012) Factoring fees 5,844 — — Other expenses, net $ 43,949 $ 27,273 $ 17,290 |
Schedule of Estimated Amortization Expense for the Next Five Years | Estimated amortization expense for existing debt discount and debt issuance costs for the next five succeeding fiscal years is as follows: Estimated Amortization 2024 $ 5,801 2025 $ 3,158 2026 $ 2,363 2027 $ 1,378 2028 $ 1,245 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value by Balance Sheet Grouping | The following table presents the input level used to determine the fair values of our financial instruments measured at fair value on a recurring basis: Fair Value as of December 31, Level 2023 2022 Assets Interest rate swap instruments 2 $ 3,970 $ 5,202 Liabilities Interest rate swap instruments 2 $ 629 $ 9 Make-whole provisions 2 6,012 5,348 Contingent consideration 3 1,465 4,158 Total liabilities $ 8,106 $ 9,515 |
Subsequent Key Assumptions | The balances and subsequent key assumptions used in the model were as follows: At December 31, 2023 2022 Balance of remaining contingent consideration $ 1,465 $ 3,800 Risk-adjusted discount rate 16.9 % 16.9 % Estimated EBITDA volatility 70.0 % 75.0 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a summary of changes in the fair value of contingent consideration liabilities classified as level 3: Year Ended December 31, 2023 2022 Contingent consideration liabilities balance at the beginning of year $ 4,158 $ 2,838 Remeasurement period adjustment — (19) Changes in fair value included in earnings 347 1,614 Payment of contingent consideration (3,040) (275) Contingent consideration liabilities balance at the end of year $ 1,465 $ 4,158 |
Fair Value and Carrying Value of Long-Term Debt | The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases: December 31, 2023 December 31, 2022 Fair Value Carrying Value Fair Value Carrying Value Long-term debt value (level 2) $ 1,466,458 $ 1,478,394 $ 869,771 $ 884,054 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The following table presents information about the fair value amounts of our derivative instruments: Derivatives as of December 31, 2023 2022 Balance Sheet Location Fair Value Fair Value Derivatives Designated as Hedging Instruments Interest rate swap contracts Other assets $ 1,023 $ 1,748 Interest rate swap contracts Other liabilities $ — $ 9 Derivatives Not Designated as Hedging Instruments Interest rate swap contracts Other assets $ 2,947 $ 3,454 Interest rate swap contracts Other liabilities $ 629 $ — Make-whole provisions Other liabilities $ 6,012 $ 5,348 |
Schedule of Derivative Effect on Consolidated Statement of Income (Loss) | The following tables present information about the effects of our derivative instruments on the consolidated statements of income and consolidated statements of comprehensive income: Location of (Gain) Loss Recognized in Net Income Amount of (Gain) Loss Recognized in Net Income for the Year Ended December 31, 2023 2022 2021 Derivatives Designated as Hedging Instruments Interest rate swap contracts Other expenses, net $ (770) $ 1,037 $ 2,086 Derivatives Not Designated as Hedging Instruments Interest rate swap contracts Other expenses, net $ 1,354 $ (2,738) $ (996) Commodity swap contracts Other expenses, net $ — $ 2,338 $ 2,325 Make-whole provisions Other expenses, net $ (2,462) $ (506) $ (1,089) |
Schedule of Derivative Instruments Effect on Comprehensive Income (Loss) | The following table presents the changes in AOCI, net of taxes, from our hedging instruments: Year Ended December 31, 2023 Derivatives Designated as Hedging Instruments: Accumulated gain in AOCI at the beginning of the year $ 1,284 Unrealized gain recognized in AOCI 232 Gain reclassified from AOCI to other expenses, net (770) AOCI at the end of the year $ 746 |
Schedule of Derivative Instruments | The following tables present all of our active derivative instruments as of December 31, 2023: Active Interest Rate Swaps Expiration Date Initial Notional Amount ($) Status 11-Year, 5.77% Fixed October 2029 $ 9,200 Designated 15-Year, 5.24% Fixed June 2033 $ 10,000 Designated 10-Year, 4.74% Fixed December 2027 $ 14,100 Designated 8-Year, 3.49% Fixed June 2028 $ 14,643 Designated 8-Year, 3.49% Fixed June 2028 $ 10,734 Designated 13-Year, 0.72% Fixed March 2033 $ 9,505 Not Designated 13-Year, 0.72% Fixed March 2033 $ 6,968 Not Designated 17.75-Year, 3.16% Fixed December 2040 $ 14,084 Designated 18-Year, 3.81% Fixed July 2041 $ 32,021 Not Designated Other Derivatives Classification Effective Date Expiration Date Fair Value ($) Make-whole provisions Liability June/August 2018 December 2038 $ 223 Make-whole provisions Liability August 2016 April 2031 $ 49 Make-whole provisions Liability April 2017 February 2034 $ 35 Make-whole provisions Liability November 2020 December 2027 $ 33 Make-whole provisions Liability October 2011 May 2028 $ 6 Make-whole provisions Liability May 2021 April 2045 $ 37 Make-whole provisions Liability July 2021 March 2046 $ 2,334 Make-whole provisions Liability June 2022 March 2042 $ 997 Make-whole provisions Liability March 2023 December 2047 $ 2,298 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Operational Results by Business Segments | The table below presents our business segment information and reconciliation to our consolidated financial statements: U.S. Regions U.S. Federal Canada Alternative Fuels Europe All Other Total 2023 Revenues $ 557,122 $ 402,884 $ 70,110 $ 117,075 $ 152,842 $ 74,600 $ 1,374,633 Earnings from unconsolidated entities — 1,758 — — — — 1,758 (Gain) loss on derivatives (2,326) 857 (136) 497 — — (1,108) Net interest expense (income) 6,169 1,429 834 16,019 2,477 (6) 26,922 Depreciation and intangible asset amortization 27,060 5,343 1,626 26,160 2,290 1,650 64,129 Unallocated corporate activity — — — — — — (68,372) Income before taxes, excluding unallocated corporate activity 38,746 49,237 3,813 6,215 4,188 4,442 106,641 2022 Revenues 1,123,343 391,891 58,558 114,459 61,645 74,526 1,824,422 Earnings from unconsolidated entities — 1,647 — — — — 1,647 (Gain) loss on derivatives (354) — (152) 294 — — (212) Net interest expense (income) 6,948 1,231 917 8,657 25 (3) 17,775 Depreciation and intangible asset amortization 21,463 4,905 1,702 23,354 575 433 52,432 Unallocated corporate activity — — — — — — (71,180) Income before taxes, excluding unallocated corporate activity 88,531 50,866 2,554 22,989 5,589 6,370 176,899 2021 Revenues 551,118 392,948 49,483 111,223 46,164 64,761 1,215,697 Loss from unconsolidated entities (56) — — — (62) — (118) (Gain) loss on derivatives (1,017) — (73) 1,330 — — 240 Net interest expense 6,255 1,294 879 5,793 378 — 14,599 Depreciation and intangible asset amortization 15,699 4,666 1,872 21,080 716 724 44,757 Unallocated corporate activity — — — — — — (47,361) Income before taxes, excluding unallocated corporate activity 38,285 52,388 1,581 27,774 2,997 2,480 125,505 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities | The table below reflects the assets and liabilities associated with assets held for sale by segment: December 31, 2023 U.S. Regions U.S. Federal Total Other assets $ 18,895 $ 18,253 $ 37,148 Operating lease assets 1,256 — 1,256 Assets classified as held for sale $ 20,151 $ 18,253 $ 38,404 Accounts payable (5,418) (601) (6,019) Accrued expenses and other current liabilities (14) — (14) Billings in excess of cost and estimated earnings — (1,088) (1,088) Long-term operating lease liabilities, net of current portion (1,230) — (1,230) Liabilities directly associated with assets classified as held for sale $ (6,662) $ (1,689) $ (8,351) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Principles of Consolidation (Details) | Dec. 31, 2023 investment_fund |
Accounting Policies [Abstract] | |
Investment funds formed to fund the purchase of solar energy systems | 3 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Use of Estimates (Details) $ / participant in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / participant | |
Accounting Policies [Abstract] | |
Maximum exposure, per participant | 200 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for credit loss, beginning of period | $ 911,000 | $ 2,263,000 | $ 2,266,000 |
Charges to (recoveries of) costs and expenses, net | 356,000 | (382,000) | 187,000 |
Account write-offs and other | (364,000) | (970,000) | (190,000) |
Allowance for credit loss, end of period | 903,000 | 911,000 | $ 2,263,000 |
Accounts receivable retainage reserve | $ 0 | $ 0 | |
Minimum | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Accounts receivable retainage | 5% | ||
Maximum | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Accounts receivable retainage | 10% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Accounting Policies [Abstract] | ||||
Other receivables | $ 74,454 | $ 16,877 | ||
Deferred project costs | 38,240 | 13,556 | ||
Prepaid expenses | 10,697 | 8,184 | ||
Prepaid expenses and other current assets | [1] | 123,391 | 38,617 | |
Other receivables sold | 39,923 | |||
Factoring fees | 5,844 | $ 0 | $ 0 | |
Benefit of grant amount | $ 20,970 | |||
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) of $312,701 as of December 31, 2023 and $213,913 as of December 31, 2022. Includes liabilities of consolidated VIEs of $199,063 as of December 31, 2023 and $50,729 as of December 31, 2022. See Note 11. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2023 |
Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Computer equipment and software costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 3 years |
Computer equipment and software costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Automobiles | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Energy Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue, Major Customer [Line Items] | ||
Deferred grant income | $ 18,393 | $ 7,617 |
Benefit of grant amount | 20,970 | |
Investment tax credit | 8,618 | |
United States | ||
Revenue, Major Customer [Line Items] | ||
Deferred grant income | $ 6,974 | $ 7,590 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | Dec. 31, 2023 |
Minimum | |
Goodwill [Line Items] | |
Intangible assets amortization period | 1 year |
Maximum | |
Goodwill [Line Items] | |
Intangible assets amortization period | 15 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
In use and franchise tax payable | $ 39,974 | $ 47,041 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Sales Leaseback (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Solar PV project | |
Sale Leaseback Transaction [Line Items] | |
Percentage of fair value threshold integral equipment | 10% |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Operating lease revenue | $ 10,687 | $ 10,904 | $ 11,726 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenue from Contract with Customer, Excluding Assessed Tax |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Share Repurchase Program (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2019 | Feb. 28, 2017 | Apr. 30, 2016 | |
Treasury Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Treasury stock, shares acquired (in shares) | 0 | 0 | 0 | |||
Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock repurchase program, authorized amount (up to) | $ 17,553,000 | $ 15,000,000 | $ 10,000,000 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Non-Controlling Interests and Redeemable Non-Controlling Interest (Details) | Dec. 31, 2023 investment_fund |
Accounting Policies [Abstract] | |
Investment funds formed to fund the purchase of solar energy systems | 3 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,374,633 | $ 1,824,422 | $ 1,215,697 |
Percentage of revenue recognized over time | 95% | 96% | 95% |
Project revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,001,297 | $ 1,481,264 | $ 903,960 |
O&M revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 92,483 | 84,965 | 78,613 |
Energy assets | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 178,889 | 162,091 | 151,251 |
Integrated-PV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 45,743 | 49,696 | 41,202 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 56,221 | 46,406 | 40,671 |
U.S. Regions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 557,122 | 1,123,343 | 551,118 |
U.S. Regions | Project revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 465,342 | 1,049,465 | 488,507 |
U.S. Regions | O&M revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 26,210 | 22,217 | 21,551 |
U.S. Regions | Energy assets | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 60,450 | 47,372 | 39,433 |
U.S. Regions | Integrated-PV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 4 | 0 | 0 |
U.S. Regions | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 5,116 | 4,289 | 1,627 |
U.S. Federal | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 402,884 | 391,891 | 392,948 |
U.S. Federal | Project revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 342,238 | 333,846 | 340,686 |
U.S. Federal | O&M revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 53,496 | 51,857 | 47,072 |
U.S. Federal | Energy assets | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 6,326 | 5,822 | 4,913 |
U.S. Federal | Integrated-PV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
U.S. Federal | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 824 | 366 | 277 |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 70,110 | 58,558 | 49,483 |
Canada | Project revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 53,737 | 44,273 | 36,776 |
Canada | O&M revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 100 | 42 | 71 |
Canada | Energy assets | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 4,223 | 4,447 | 4,532 |
Canada | Integrated-PV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Canada | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 12,050 | 9,796 | 8,104 |
Alternative Fuels | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 117,075 | 114,459 | 111,223 |
Alternative Fuels | Project revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Alternative Fuels | O&M revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 10,697 | 10,377 | 9,288 |
Alternative Fuels | Energy assets | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 106,359 | 104,082 | 101,811 |
Alternative Fuels | Integrated-PV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Alternative Fuels | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 19 | 0 | 124 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 152,842 | 61,645 | 46,164 |
Europe | Project revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 138,730 | 53,680 | 37,970 |
Europe | O&M revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,980 | 471 | 631 |
Europe | Energy assets | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,531 | 368 | 562 |
Europe | Integrated-PV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Europe | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 10,601 | 7,126 | 7,001 |
All Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 74,600 | 74,526 | 64,761 |
All Other | Project revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,250 | 0 | 21 |
All Other | O&M revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 1 | 0 |
All Other | Energy assets | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
All Other | Integrated-PV | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 45,739 | 49,696 | 41,202 |
All Other | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 27,611 | $ 24,829 | $ 23,538 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net | [1] | $ 153,362 | $ 174,009 |
Accounts receivable retainage | 33,826 | 38,057 | |
Contract Assets | |||
Costs and estimated earnings in excess of billings | [1] | 636,163 | 576,363 |
Contract Liabilities | |||
Billings in excess of cost and estimated earnings | 52,903 | 34,796 | |
Billings in excess of cost and estimated earnings, non-current | 18,393 | 7,617 | |
Total contract liabilities | $ 71,296 | $ 42,413 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) of $312,701 as of December 31, 2023 and $213,913 as of December 31, 2022. Includes liabilities of consolidated VIEs of $199,063 as of December 31, 2023 and $50,729 as of December 31, 2022. See Note 11. |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract with customer, asset, revenue recognized | $ 940,317,000 | $ 1,371,455,000 | |
Contract with customer, asset, reclassified to receivable | 886,788,000 | 1,103,926,000 | |
Revenue recognized | 160,713,000 | 135,506,000 | |
Contract with customer, liability, billings | 184,174,000 | 129,749,000 | |
Revenue, remaining performance obligation, amount | $ 2,545,403,000 | ||
Contract term | 25 years | ||
Capitalized commission costs | $ 1,735,000 | 1,735,000 | |
Impairment charges in connection with the company's commission costs or project development costs | $ 0 | $ 0 | $ 0 |
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, percentage | 32% | ||
Revenue, remaining performance obligation, remaining satisfaction | 12 months |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Project development costs recognized | $ 13,051 | $ 15,507 | $ 12,737 |
Business Acquisitions and Rel_3
Business Acquisitions and Related Transactions - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 | Mar. 31, 2023 | Mar. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Fair value of consideration | $ 11,022,000 | |||||||
Contingent consideration | $ 1,465,000 | $ 3,800,000 | $ 1,465,000 | $ 1,465,000 | 3,800,000 | |||
Goodwill, net | 75,587,000 | 70,633,000 | $ 71,157,000 | 75,587,000 | 75,587,000 | 70,633,000 | ||
Enerqos | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of consideration | 13,445,000 | $ 13,445,000 | $ 13,445,000 | |||||
Payments to acquire businesses, gross | 9,535,000 | 9,535,000 | 9,535,000 | |||||
Contingent consideration | 0 | |||||||
Cash acquired from acquisition | 353,000 | |||||||
Long-term debt assumed, net of current portions | 3,951,000 | 3,951,000 | 3,951,000 | |||||
Deferred tax liability | 931,000 | 931,000 | 931,000 | 931,000 | 931,000 | |||
Goodwill, net | 6,690,000 | $ 6,855,000 | $ 6,855,000 | 6,690,000 | 6,690,000 | |||
Revenue | 52,241,000 | |||||||
Net income | 1,758,000 | |||||||
Plug Smart | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of consideration | 21,093,000 | 21,240,000 | ||||||
Payments to acquire businesses, gross | 21,767,000 | 17,692,000 | 17,692,000 | |||||
Contingent consideration | $ 1,465,000 | $ 1,465,000 | $ 1,465,000 | |||||
Deferred tax liability | 1,693,000 | 1,693,000 | 1,693,000 | |||||
Goodwill, net | $ 12,888,000 | $ 12,499,000 | $ 12,888,000 |
Business Acquisitions and Rel_4
Business Acquisitions and Related Transactions - Consideration Paid and the Allocation of the Purchase Price (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 | Mar. 31, 2023 | Mar. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Fair value of consideration transferred | $ 11,022 | |||||||
Goodwill | $ 75,587 | $ 70,633 | $ 71,157 | $ 75,587 | $ 75,587 | 70,633 | ||
Measurement period adjustment, Goodwill | (165) | 389 | ||||||
Enerqos | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | 9,535 | $ 9,535 | 9,535 | |||||
Long-term debt assumed, net of current portions | 3,951 | 3,951 | $ 3,951 | |||||
FX adjustment | (41) | (41) | ||||||
Fair value of consideration transferred | 13,445 | 13,445 | 13,445 | |||||
Cash and cash equivalents | 190 | 190 | 190 | 190 | ||||
Accounts receivable | 6,230 | 6,230 | 6,230 | 6,230 | ||||
Costs and estimated earnings in excess of billings | 8,985 | 8,985 | 8,985 | 8,985 | ||||
Prepaid expenses and other current assets | 16,504 | 16,504 | 16,504 | 16,504 | ||||
Project development costs | 5,140 | 5,140 | 5,140 | 5,140 | ||||
Property and equipment and energy assets | 1,234 | 1,234 | 1,234 | 1,234 | ||||
Intangible assets | 4,438 | 4,438 | 4,438 | 4,438 | ||||
Long-term restricted cash | 163 | 163 | 163 | 163 | ||||
Accounts payable | (15,480) | (15,480) | (15,480) | (15,480) | ||||
Accrued expenses and other current liabilities | (4,345) | (4,510) | (4,345) | (4,345) | ||||
Measurement period adjustment, Accrued expenses and other current liabilities | 165 | |||||||
Current portions of long-term debt | (15,165) | (15,165) | (15,165) | (15,165) | ||||
Deferred income tax liabilities, net | (931) | (931) | (931) | (931) | (931) | |||
Other liabilities | (208) | (208) | (208) | (208) | ||||
Recognized identifiable assets acquired and liabilities assumed | 6,755 | 6,590 | 6,755 | 6,755 | ||||
Measurement period adjustment, Recognized identifiable assets acquired and liabilities assumed | 165 | |||||||
Goodwill | 6,690 | $ 6,855 | $ 6,855 | $ 6,690 | 6,690 | |||
Measurement period adjustment, Goodwill | $ (165) | |||||||
Plug Smart | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 21,767 | 17,692 | 17,692 | |||||
Fair value of earn out | 2,141 | 2,160 | ||||||
Measurement Period Adjustment, Fair Value of earn out | (19) | |||||||
Hold-back | 750 | 750 | ||||||
Working capital adjustment | 510 | 638 | ||||||
Measurement period adjustment, working capital adjustment | (128) | |||||||
Fair value of consideration transferred | 21,093 | 21,240 | ||||||
Measurement period adjustment, Fair value of consideration transferred | (147) | |||||||
Cash and cash equivalents | 2,771 | 2,771 | 2,771 | |||||
Accounts receivable | 3,370 | 3,370 | 3,370 | |||||
Costs and estimated earnings in excess of billings | 1,663 | 1,663 | 1,663 | |||||
Prepaid expenses and other current assets | 1,499 | 1,499 | 1,499 | |||||
Intangible assets | 5,945 | 6,354 | 5,945 | |||||
Measurement Period Adjustment, Intangible assets | (409) | |||||||
Operating lease assets | 488 | 488 | 488 | |||||
Accounts payable | (1,795) | (1,795) | (1,795) | |||||
Accrued expenses and other current liabilities | (1,091) | (964) | (1,091) | |||||
Measurement period adjustment, Accrued expenses and other current liabilities | (127) | |||||||
Current portion of operating lease liabilities | (145) | (145) | (145) | |||||
Billings in excess of cost and estimated earnings | (2,464) | (2,464) | (2,464) | |||||
Deferred income tax liabilities, net | (1,693) | (1,693) | (1,693) | |||||
Long-term operating lease liabilities, net of current portion | (343) | (343) | (343) | |||||
Recognized identifiable assets acquired and liabilities assumed | 8,205 | 8,741 | 8,205 | |||||
Measurement period adjustment, Recognized identifiable assets acquired and liabilities assumed | (536) | |||||||
Goodwill | $ 12,888 | $ 12,499 | 12,888 | |||||
Measurement period adjustment, Goodwill | $ 389 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 reporting_unit | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | ||||
Number of Reporting units impaired | reporting_unit | 1 | |||
Percentage of fair value that was less than carrying value | 2% | 2% | ||
Asset impairments | $ 1,644,000 | $ 0 | $ 0 | |
Goodwill impairment net of tax | $ 2,222,000 | $ 0 | $ 0 | |
Percentage of fair value that was less than carrying value | 16% | 16% | 20% | |
Minimum | ||||
Goodwill [Line Items] | ||||
Intangible assets amortization period | 1 year | 1 year | ||
Minimum | Customer contracts | ||||
Goodwill [Line Items] | ||||
Intangible assets amortization period | 1 year | 1 year | ||
Minimum | Customer relationships, noncompete agreements, technology and trade names | ||||
Goodwill [Line Items] | ||||
Intangible assets amortization period | 4 years | 4 years | ||
Maximum | ||||
Goodwill [Line Items] | ||||
Intangible assets amortization period | 15 years | 15 years | ||
Maximum | Customer contracts | ||||
Goodwill [Line Items] | ||||
Intangible assets amortization period | 8 years | 8 years | ||
Maximum | Customer relationships, noncompete agreements, technology and trade names | ||||
Goodwill [Line Items] | ||||
Intangible assets amortization period | 15 years | 15 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Beginning Balance | $ 70,633 | $ 71,157 | |
Goodwill acquired during the year | 6,855 | ||
Remeasurement adjustments | (165) | 389 | |
Impairment charges, net of tax | (2,222) | 0 | $ 0 |
Foreign currency translation | 486 | (913) | |
Ending Balance | 75,587 | 70,633 | 71,157 |
Accumulated Goodwill Impairment | (3,238) | (1,016) | |
U.S. Regions | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 39,593 | 39,204 | |
Goodwill acquired during the year | 0 | ||
Remeasurement adjustments | 0 | 389 | |
Impairment charges, net of tax | (2,222) | ||
Foreign currency translation | 0 | 0 | |
Ending Balance | 37,371 | 39,593 | 39,204 |
Accumulated Goodwill Impairment | (2,222) | 0 | |
U.S. Federal | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 3,981 | 3,981 | |
Goodwill acquired during the year | 0 | ||
Remeasurement adjustments | 0 | 0 | |
Impairment charges, net of tax | 0 | ||
Foreign currency translation | 0 | 0 | |
Ending Balance | 3,981 | 3,981 | 3,981 |
Accumulated Goodwill Impairment | 0 | 0 | |
Canada | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 3,236 | 3,454 | |
Goodwill acquired during the year | 0 | ||
Remeasurement adjustments | 0 | 0 | |
Impairment charges, net of tax | 0 | ||
Foreign currency translation | 73 | (218) | |
Ending Balance | 3,309 | 3,236 | 3,454 |
Accumulated Goodwill Impairment | (1,016) | (1,016) | |
Alternative Fuels | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 0 | 0 | |
Goodwill acquired during the year | 0 | ||
Remeasurement adjustments | 0 | 0 | |
Impairment charges, net of tax | 0 | ||
Foreign currency translation | 0 | 0 | |
Ending Balance | 0 | 0 | 0 |
Accumulated Goodwill Impairment | 0 | 0 | |
Europe | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 5,932 | 6,627 | |
Goodwill acquired during the year | 6,855 | ||
Remeasurement adjustments | (165) | ||
Impairment charges, net of tax | 0 | ||
Foreign currency translation | 413 | (695) | |
Ending Balance | 13,035 | 5,932 | 6,627 |
Accumulated Goodwill Impairment | 0 | 0 | |
Other | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 17,891 | 17,891 | |
Goodwill acquired during the year | 0 | ||
Remeasurement adjustments | 0 | 0 | |
Impairment charges, net of tax | 0 | ||
Foreign currency translation | 0 | 0 | |
Ending Balance | 17,891 | 17,891 | $ 17,891 |
Accumulated Goodwill Impairment | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 37,147 | $ 32,277 |
Accumulated Amortization | 30,339 | 27,584 |
Intangible assets, net | 6,808 | 4,693 |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 8,859 | 8,288 |
Accumulated Amortization | 8,859 | 8,288 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 21,182 | 17,755 |
Accumulated Amortization | 14,979 | 13,066 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,013 | 2,980 |
Accumulated Amortization | 3,013 | 2,980 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,723 | 2,713 |
Accumulated Amortization | 2,723 | 2,713 |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,370 | 541 |
Accumulated Amortization | $ 765 | $ 537 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | $ 2,366 | $ 1,858 | $ 321 |
Customer contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | 0 | 551 | 0 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | 2,141 | 1,303 | 310 |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | 0 | 1 | 8 |
Tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | $ 225 | $ 3 | $ 3 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 6,808 | $ 4,693 |
Selling, general and administrative expense | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 | 2,147 | |
2025 | 2,146 | |
2026 | 1,714 | |
2027 | 640 | |
2028 | 161 | |
Intangible assets, net | $ 6,808 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 42,960 | $ 36,362 | |
Less: accumulated depreciation | (25,565) | (20,655) | |
Property and equipment, net | 17,395 | 15,707 | |
Selling, general & administrative expenses | 4,155 | 2,665 | $ 3,143 |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,207 | 3,023 | |
Computer equipment and software costs | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 27,199 | 22,179 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,570 | 2,483 | |
Automobiles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,041 | 1,896 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6,943 | $ 6,781 |
Energy Assets, Net - Energy Ass
Energy Assets, Net - Energy Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Energy assets, net | [1] | $ 1,689,424 | $ 1,181,525 |
Renewal Energy Program | |||
Property, Plant and Equipment [Line Items] | |||
Energy assets | 2,054,145 | 1,493,913 | |
Less: accumulated depreciation and amortization | (364,721) | (312,388) | |
Energy assets, net | $ 1,689,424 | $ 1,181,525 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) of $312,701 as of December 31, 2023 and $213,913 as of December 31, 2022. Includes liabilities of consolidated VIEs of $199,063 as of December 31, 2023 and $50,729 as of December 31, 2022. See Note 11. |
Energy Assets, Net - August 202
Energy Assets, Net - August 2023 Purchase and Sale Agreement (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 12, 2024 USD ($) | Nov. 01, 2023 USD ($) | Aug. 04, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) project | |
Business Acquisition [Line Items] | ||||||
Number of projects acquired | project | 2 | |||||
Fair value of consideration transferred | $ 11,022 | |||||
Bright Canyon Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Asset acquisition, percentage of shares acquired | 100% | |||||
Asset acquisition, total purchase price | $ 87,964 | |||||
Cash payment for asset acquisition | 5,000 | |||||
Payable to seller | 46,694 | $ 28,294 | ||||
Asset acquisition, debt assumed | 36,270 | |||||
Cash acquired | $ 11,206 | |||||
Payment on seller's promissory note | $ 12,500 | $ 18,400 | ||||
Bright Canyon Corporation | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Asset acquisition, total purchase price | $ 39,100 | |||||
November 2023 Purchase Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Asset acquisition, total purchase price | $ 3,128 | |||||
Cash payment for asset acquisition | 1,251 | |||||
Payable to seller | $ 1,877 |
Energy Assets, Net - Additional
Energy Assets, Net - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) project | Dec. 31, 2022 USD ($) project | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Cost of revenues | $ 59,390 | $ 49,755 | $ 43,113 | |
Capitalized interest | $ 43,561 | $ 13,050 | 2,814 | |
Energy asset impairment charges | $ 1,901 | |||
Number of ESPC asset projects | project | 6 | 5 | ||
Accrued expenses and other current liabilities | $ 52,903 | $ 34,796 | ||
Other liabilities | 18,393 | 7,617 | ||
Total contract liabilities | 71,296 | 42,413 | ||
ARO assets, net | 4,800 | 2,359 | ||
ARO liabilities, non-current | 5,960 | 3,052 | ||
Depreciation expense of ARO assets | 4,155 | 2,665 | 3,143 | |
Accretion expense of ARO liabilities | 258 | 146 | 123 | |
Energy Asset Group One | ||||
Property, Plant and Equipment [Line Items] | ||||
Energy asset impairment charges | 1,298 | |||
Energy Asset Group Two | ||||
Property, Plant and Equipment [Line Items] | ||||
Energy asset impairment charges | 311 | |||
Asset Retirement Obligation (ARO) Asset | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense of ARO assets | 215 | 146 | $ 113 | |
Renewal Energy Program | ||||
Property, Plant and Equipment [Line Items] | ||||
Other liabilities | 41,680 | 27,168 | ||
Total contract liabilities | 42,278 | 27,429 | ||
Renewal Energy Program | Accrued expenses and other current liabilities | ||||
Property, Plant and Equipment [Line Items] | ||||
Accrued expenses and other current liabilities | $ 598 | $ 261 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) project lease_liability renewal_option | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2023 | Jan. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |||||
Number of renewal options | renewal_option | 1 | ||||
Net present value of commitments | $ 10,500,000 | ||||
Number of lease liabilities | lease_liability | 2 | ||||
Lease agreement period | 30 years | 37 years | |||
Net amortization expense (gains) | $ 230,000 | $ 383,000 | $ 230,000 | ||
Ground Lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term | 20 years | ||||
Revolving Credit Facility | Line of Credit | |||||
Lessee, Lease, Description [Line Items] | |||||
Stated interest rate (percent) | 9.54% | ||||
December 2020 Long Term Finance Liability | Solar PV project | |||||
Lessee, Lease, Description [Line Items] | |||||
Solar PV projects sold | project | 3 | ||||
Investment fund call option exercise | $ 9,201,000 | ||||
December 2020 Long Term Finance Liability | Revolving Credit Facility | Solar PV project | Line of Credit | |||||
Lessee, Lease, Description [Line Items] | |||||
Available funding under lending commitment | $ 0 | ||||
August 2018 Long Term Finance Liability | Solar PV project | |||||
Lessee, Lease, Description [Line Items] | |||||
Solar PV projects sold | project | 6 | ||||
Investment fund call option exercise | $ 103,129,000 | ||||
August 2018 Long Term Finance Liability | Revolving Credit Facility | Solar PV project | Line of Credit | |||||
Lessee, Lease, Description [Line Items] | |||||
Available funding under lending commitment | $ 350,000,000 | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease renewal term | 6 months | ||||
Minimum | August 2018 Long Term Finance Liability | Solar PV project | |||||
Lessee, Lease, Description [Line Items] | |||||
Stated interest rate (percent) | 0% | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease renewal term | 7 years | ||||
Maximum | August 2018 Long Term Finance Liability | Solar PV project | |||||
Lessee, Lease, Description [Line Items] | |||||
Stated interest rate (percent) | 1.17% |
Leases - Rent and Related Expen
Leases - Rent and Related Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Rent and related expenses | $ 10,504 | $ 9,199 | $ 9,740 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Leases | |||
Operating lease assets | [1] | $ 58,586 | $ 38,224 |
Current portion of operating lease liabilities | [1] | 13,569 | 5,829 |
Long-term operating lease liabilities, net of current portion | [1] | 42,258 | 31,703 |
Total Operating lease liabilities | $ 55,827 | $ 37,532 | |
Operating leases, weighted-average remaining lease term (in years) | 18 years | 13 years | |
Operating leases, weighted-average discount rate (as a percent) | 6.60% | 6% | |
Financing Leases: | |||
Energy assets, net | $ 27,262 | $ 29,365 | |
Current portions of financing lease liabilities | 871 | 1,992 | |
Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | 13,057 | 14,068 | |
Total financing lease liabilities | $ 13,928 | $ 16,060 | |
Financing leases, weighted-average remaining lease term (in years) | 13 years | 14 years | |
Financing leases, weighted-average discount rate (as a percent) | 12.05% | 12.10% | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Energy assets, net | Energy assets, net | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portions of long-term debt and financing lease liabilities | Current portions of long-term debt and financing lease liabilities | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) of $312,701 as of December 31, 2023 and $213,913 as of December 31, 2022. Includes liabilities of consolidated VIEs of $199,063 as of December 31, 2023 and $50,729 as of December 31, 2022. See Note 11. |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases | |||
Operating lease costs | $ 9,416 | $ 8,372 | $ 8,780 |
Financing Leases | |||
Amortization expense | 2,103 | 2,104 | 2,129 |
Interest on lease liabilities | 1,804 | 2,147 | 2,541 |
Total financing lease costs | 3,907 | 4,251 | 4,670 |
Total lease costs | $ 13,323 | $ 12,623 | $ 13,450 |
Leases - Supplemental of Cash F
Leases - Supplemental of Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 10,724 | $ 7,978 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 25,225 | $ 4,872 |
Non-monetary lease transactions | $ 13,941 |
Leases - Minimum Future Lease O
Leases - Minimum Future Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 16,390 | |
2025 | 11,068 | |
2026 | 5,813 | |
2027 | 4,781 | |
2028 | 4,186 | |
Thereafter | 79,489 | |
Total minimum lease payments | 121,727 | |
Less: interest | 65,900 | |
Present value of lease liabilities | 55,827 | $ 37,532 |
Financing Leases | ||
2024 | 2,317 | |
2025 | 2,213 | |
2026 | 2,054 | |
2027 | 1,922 | |
2028 | 1,955 | |
Thereafter | 15,935 | |
Total minimum lease payments | 26,396 | |
Less: interest | 12,468 | 14,212 |
Present value of lease liabilities | $ 13,928 | $ 16,060 |
Leases - Amounts Related to Sal
Leases - Amounts Related to Sale Leaseback (Details) - Solar PV project - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Sale Leaseback Transaction [Line Items] | ||
Deferred loss, short-term, net | $ 115 | $ 115 |
Deferred loss, long-term, net | 1,340 | 1,455 |
Total deferred loss | 1,455 | 1,570 |
Deferred gain, short-term, net | 345 | 345 |
Deferred gain, long-term, net | 4,085 | 4,430 |
Total deferred gain | $ 4,430 | $ 4,775 |
Debt and Financing Lease Liab_3
Debt and Financing Lease Liabilities - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Financing leases | $ 13,928 | $ 16,060 | |
Total debt and financing leases | 1,514,304 | 915,677 | |
Less: current maturities, net of unamortized discount | 322,247 | 331,479 | |
Less: unamortized discount and debt issuance costs | 21,982 | 15,563 | |
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | [1] | 1,170,075 | 568,635 |
Future interest payments | 12,468 | 14,212 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 564,530 | 255,403 | |
Financing facilities | Enerqos | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 17,786 | 0 | |
Master Sale-Leaseback | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 185,698 | 120,923 | |
Senior Secured Credit Facility Due in January 2024 To March 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 279,900 | 477,900 | |
Variable Rate Term Loan Due In June 2024 | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 0% | ||
Long-term debt, gross | $ 0 | 3,403 | |
Term Loan Due in June 2028 | Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 6.11% | ||
Long-term debt, gross | $ 1,976 | 2,348 | |
Variable Rate Term Loan Due In June 2025 | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 7.88% | ||
Long-term debt, gross | $ 34,453 | 37,204 | |
Variable Rate Term Loan Due In March 2028 | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 7.21% | ||
Long-term debt, gross | $ 13,747 | 14,084 | |
Term Loan Due in June 2031 | Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.95% | ||
Long-term debt, gross | $ 2,253 | 2,588 | |
Term Loan Due in March 2028 | Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5% | ||
Long-term debt, gross | $ 0 | 2,258 | |
Term Loan Due in April 2027 | Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.50% | ||
Long-term debt, gross | $ 0 | 1,846 | |
Term Loan Due in February 2034 | Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5.61% | ||
Long-term debt, gross | $ 1,348 | 1,437 | |
Variable Rate Term Loan Due In December 2027 | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 7.81% | ||
Long-term debt, gross | $ 7,158 | 7,874 | |
Term Loan Due in December 2038 | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 5.15% | ||
Long-term debt, gross | $ 21,063 | 23,255 | |
Variable Rate Term Loan Due In June 2033 | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 7.41% | ||
Long-term debt, gross | $ 6,592 | 6,951 | |
Variable Rate Term Loan Due In October 2029 | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 7.86% | ||
Long-term debt, gross | $ 6,145 | 6,977 | |
Fixed Rate Due in December 2027 | Loans Payable | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.58% | ||
Long-term debt, gross | $ 2,004 | 2,425 | |
Fixed Rate Due in June 2045 | Loans Payable | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.92% | ||
Long-term debt, gross | $ 3,489 | 3,474 | |
Fixed Rate Due in March 2046 | Loans Payable | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.25% | ||
Long-term debt, gross | $ 35,090 | 37,302 | |
Variable Rate Term Loan Due In July 2030 | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 9.01% | ||
Long-term debt, gross | $ 2,140 | 2,915 | |
Variable Rate Term Loan Due In March 2042 | Loans Payable | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5.45% | ||
Long-term debt, gross | $ 6,395 | 6,859 | |
Fixed Rate Due in August 2039 | Loans Payable | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 6.70% | ||
Long-term debt, gross | $ 349,093 | 92,203 | |
Fixed Rate Due in December 2047 | Loans Payable | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5.99% | ||
Long-term debt, gross | $ 21,984 | 0 | |
Sellers Promissory Rate Due in January 2024 | Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5% | ||
Long-term debt, gross | $ 28,294 | 0 | |
Fixed Rate Due in April 2047 | Loans Payable | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5.70% | ||
Long-term debt, gross | $ 3,520 | 0 | |
Master Sale-Leaseback Due In July 2039 | Master Sale-Leaseback | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 0% | ||
Master Sale-Leaseback Due In July 2047 | Master Sale-Leaseback | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 1.86% | ||
Master Sale-Leaseback Due In December 2040 | Master Sale-Leaseback | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 0% | ||
Master Sale-Leaseback Due In July 2039 To July 2047 | Master Sale-Leaseback | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 163,504 | 104,011 | |
Master Sale-Leaseback Due In March 2043 | Master Sale-Leaseback | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 0% | ||
Master Sale-Leaseback Due In December 2040 To March 2043 | Master Sale-Leaseback | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 22,194 | 16,912 | |
Senior secured credit facility | Senior Secured Credit Facility Due in January 2024 To March 2025 | Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 9.12% | ||
Long-term debt, gross | $ 279,900 | 477,900 | |
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 9.54% | ||
Long-term debt, gross | $ 470,248 | 45,391 | |
Revolving Credit Facility | Senior Secured Credit Facility Due in January 2024 To March 2025 | Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 139,900 | 182,900 | |
Revolving Credit Facility | June 2020 Construction Revolver Loans Payable Due In March 2024 | Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 6.96% | ||
Long-term debt, gross | $ 20,705 | 39,536 | |
Revolving Credit Facility | July 2020 Construction Revolver Loans Payable Due In June 2023 | Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 5.92% | ||
Long-term debt, gross | $ 0 | 5,855 | |
Revolving Credit Facility | April 2023 Construction Credit Facility Loans Payable Due In July 2024 | Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 6.82% | ||
Long-term debt, gross | $ 134,415 | 0 | |
Revolving Credit Facility | August 2023 Construction Credit Facility Loans Payable Due In August 2026 | Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 9.34% | ||
Long-term debt, gross | $ 278,858 | 0 | |
Revolving Credit Facility | August 2023 Construction Revolver Loans Payable Due In April 2030 | Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt interest rate (percent) | 6.85% | ||
Long-term debt, gross | $ 36,270 | $ 0 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) of $312,701 as of December 31, 2023 and $213,913 as of December 31, 2022. Includes liabilities of consolidated VIEs of $199,063 as of December 31, 2023 and $50,729 as of December 31, 2022. See Note 11. |
Debt and Financing Lease Liab_4
Debt and Financing Lease Liabilities - Schedule of Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 324,423 |
2025 | 298,569 |
2026 | 340,080 |
2027 | 62,162 |
2028 | 59,250 |
Thereafter | 429,820 |
Total maturities | $ 1,514,304 |
Debt and Financing Lease Liab_5
Debt and Financing Lease Liabilities - Senior Secured Credit Facility - Revolver and Term Loans (Details) | 12 Months Ended | ||||||||||||||
Mar. 31, 2024 USD ($) | Feb. 29, 2024 USD ($) | Jan. 31, 2024 USD ($) | Dec. 11, 2023 USD ($) | Aug. 24, 2023 USD ($) | Dec. 31, 2023 USD ($) | Apr. 15, 2024 USD ($) | Dec. 10, 2023 | Aug. 23, 2023 | Mar. 17, 2023 bank | Mar. 16, 2023 | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Unamortized discount and debt issuance costs | $ 96,000 | ||||||||||||||
Letters of credit outstanding | $ 12,868,000 | ||||||||||||||
Line of Credit | Senior Secured Credit Facility, Revolver And Term Loans | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Original principal amount | 495,000,000 | $ 245,000,000 | |||||||||||||
Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 725,000,000 | ||||||||||||||
Minimum debt service coverage ratio | 1.5 | ||||||||||||||
Additional borrowing capacity (up to) | $ 650,000,000 | 650,000,000 | |||||||||||||
Subordinated debt | $ 100,000,000 | ||||||||||||||
Periodic principal payment | $ 1,250,000 | ||||||||||||||
Maximum amount of company's consolidated stockholders' equity eligible for investment in or loan to non-core subsidiaries | 0.49 | ||||||||||||||
Revolving Credit Facility | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Additional borrowing capacity (up to) | 100,000,000 | ||||||||||||||
Current borrowing capacity | 20,000,000 | ||||||||||||||
Revolving Credit Facility | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Additional borrowing capacity (up to) | $ 25,000,000 | ||||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 200,000,000 | $ 180,000,000 | |||||||||||||
Total funded debt to EBITDA covenant ratio, maximum | 4.50 | 3.50 | |||||||||||||
Minimum debt service coverage ratio | 1.5 | ||||||||||||||
Unamortized discount | $ 2,048,000 | ||||||||||||||
Debt issuance costs | $ 352,000 | ||||||||||||||
Increase in interest rate | 0.25% | ||||||||||||||
Remaining borrowing capacity | 37,489,000 | ||||||||||||||
Revolving Credit Facility | Line of Credit | Debt Covenant Period One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total funded debt to EBITDA covenant ratio, maximum | 4.25 | ||||||||||||||
Revolving Credit Facility | Line of Credit | Debt Covenant Period Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total funded debt to EBITDA covenant ratio, maximum | 4 | ||||||||||||||
Revolving Credit Facility | Line of Credit | Debt Covenant Period Three | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total funded debt to EBITDA covenant ratio, maximum | 3.50 | ||||||||||||||
Revolving Credit Facility | Line of Credit | Delayed draw term loan A | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt restructuring costs | $ 55,000,000 | ||||||||||||||
Payment due | $ 10,000,000 | $ 45,000,000 | |||||||||||||
Commitment fee percentage | 0.125% | ||||||||||||||
Principal payment | $ 155,000,000 | ||||||||||||||
Revolving Credit Facility | Line of Credit | Delayed draw term loan A | Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Payment due | $ 10,000,000 | $ 35,000,000 | |||||||||||||
Line of credit facility, commitment fee amount | $ 56,000 | ||||||||||||||
Revolving Credit Facility | Line of Credit | Delayed draw term loan A | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, commitment fee amount | $ 69,000 | $ 81,000 | |||||||||||||
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility, Revolver And Term Loans | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, number of banks | bank | 5 | ||||||||||||||
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility, Revolver And Term Loans | Debt Covenant, Period Five | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total funded debt to EBITDA covenant ratio, maximum | 3.75 | 4.25 | 3.50 | 3.50 | |||||||||||
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility, Revolver And Term Loans | Debt Covenant, Period Four | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total funded debt to EBITDA covenant ratio, maximum | 3.50 | 3.50 | 3.50 | ||||||||||||
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility, Revolver And Term Loans | Debt Covenant Period Three | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total funded debt to EBITDA covenant ratio, maximum | 4 | 3.50 | |||||||||||||
Term loan A | Line of Credit | Term Loan Due September 2023 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Delayed draw | $ 220,000,000 | ||||||||||||||
Term loan A | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Original principal amount | $ 75,000,000 | $ 65,000,000 |
Debt and Financing Lease Liab_6
Debt and Financing Lease Liabilities - Outstanding Credit Facility Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Debt Instrument [Line Items] | |||
Less: unamortized debt discount and debt issuance costs | $ (96) | ||
Senior Secured Credit Facility Due in January 2024 To March 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 279,900 | $ 477,900 | |
Less: unamortized debt discount and debt issuance costs | $ (884) | (1,562) | |
Term Loan A | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 8.70% | ||
Term Loan A | Senior Secured Credit Facility Due in January 2024 To March 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 75,000 | 75,000 | |
Delayed draw term loan A | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 8.70% | ||
Delayed draw term loan A | Senior Secured Credit Facility Due in January 2024 To March 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 65,000 | 220,000 | |
Revolving Credit Facility | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 9.54% | ||
Long-term debt, gross | $ 470,248 | 45,391 | |
Revolving Credit Facility | Revolving credit facility | Senior Secured Credit Facility Due in January 2024 To March 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 139,900 | 182,900 | |
Senior secured credit facility | Revolving credit facility | Senior Secured Credit Facility Due in January 2024 To March 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 279,900 | 477,900 | |
Total maturities | $ 279,016 | $ 476,338 |
Debt and Financing Lease Liab_7
Debt and Financing Lease Liabilities - Energy Asset Construction Facilities (Details) - Revolving Credit Facility | 4 Months Ended | 8 Months Ended | 12 Months Ended | 13 Months Ended | |||||||
Aug. 18, 2023 USD ($) | Apr. 18, 2023 USD ($) lender | Mar. 31, 2023 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Jun. 30, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 725,000,000 | ||||||||||
Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 200,000,000 | $ 180,000,000 | |||||||||
Long-term debt, gross | $ 470,248,000 | $ 470,248,000 | $ 470,248,000 | $ 45,391,000 | |||||||
Remaining borrowing capacity | $ 37,489,000 | $ 37,489,000 | $ 37,489,000 | ||||||||
Stated interest rate (percent) | 9.54% | 9.54% | 9.54% | ||||||||
June 2020 Construction Revolver Loans Payable Due In March 2024 | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate (percent) | 6.96% | 6.96% | 6.96% | ||||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||||||
Net proceeds | $ 11,809,000 | ||||||||||
Long-term debt, gross | $ 20,705,000 | $ 20,705,000 | 20,705,000 | $ 39,536,000 | |||||||
Remaining borrowing capacity | $ 79,295,000 | $ 79,295,000 | 79,295,000 | ||||||||
June 2020 Construction Revolver Loans Payable Due In March 2024 | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.61% | ||||||||||
March 2023 Construction Credit Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||||||
Net proceeds | $ 0 | ||||||||||
Stated interest rate (percent) | 2% | 2% | 2% | 2% | |||||||
Line of credit facility, availability period | 5 years | ||||||||||
March 2023 Construction Credit Facility | Line of Credit | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate (percent) | 1% | 1% | 1% | ||||||||
Agreement term | 1 year | ||||||||||
March 2023 Construction Credit Facility | Line of Credit | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate (percent) | 3% | 3% | 3% | ||||||||
Agreement term | 20 years | ||||||||||
Construction Credit Facility, Due July 2024 | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate (percent) | 6.82% | ||||||||||
Construction Credit Facility, Due July 2024 | Line of Credit | Corporate Joint Venture | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 140,844,000 | ||||||||||
Net proceeds | $ 90,921,000 | $ 43,493,000 | |||||||||
Number of lenders | lender | 2 | ||||||||||
Construction Credit Facility Due August 2026 | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate (percent) | 9.34% | ||||||||||
Construction Credit Facility Due August 2026 | Line of Credit | Corporate Joint Venture | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 300,000,000 | ||||||||||
Basis spread on variable rate | 4% | ||||||||||
Net proceeds | $ 200,000,000 | $ 78,857,000 | |||||||||
Proceeds used to reimburse development and construction cost | $ 187,000,000 | ||||||||||
Commitment fee percentage | 0.25% | ||||||||||
Maturity extension option period | 1 year | ||||||||||
Payment for extension fee | $ 3,000,000 |
Debt and Financing Lease Liab_8
Debt and Financing Lease Liabilities - Energy Asset Financing Facilities and Term Loans (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||
Sep. 28, 2023 USD ($) | May 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 21, 2022 USD ($) | Oct. 31, 2022 USD ($) | Oct. 26, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 30, 2023 USD ($) | Mar. 28, 2023 USD ($) note | Jun. 30, 2022 USD ($) note | Mar. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Repayments of long-term debt | $ 303,057,000 | $ 161,857,000 | $ 98,200,000 | ||||||||||||
Settlement gain on undesignated derivatives | $ 694,000 | ||||||||||||||
Unamortized discount and debt issuance costs | $ 96,000 | ||||||||||||||
Interest rate swap instruments | Designated as Hedging Instrument | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Initial notional amount | $ 14,084,000 | $ 14,084,000 | |||||||||||||
Fixed Rate Due in June 2026 | Loans Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate (percent) | 6.50% | ||||||||||||||
Maximum borrowing capacity | $ 125,000,000 | ||||||||||||||
Internal rate of return, percentage | 8.25% | ||||||||||||||
Agreement term | 5 years | ||||||||||||||
Proceeds from notes payable | $ 15,000,000 | $ 80,000,000 | |||||||||||||
Repayments of long-term debt | $ 26,530,000 | ||||||||||||||
Term Loan Due March 28, 2028 | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate (percent) | 7.21% | 7.21% | |||||||||||||
Maximum borrowing capacity | 14,084,000 | ||||||||||||||
Term Loan Due March 28, 2028 | Term loan A | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | 359,000 | ||||||||||||||
Term Loan Due March 28, 2028 | Letter of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 899,000 | ||||||||||||||
Fixed Rate Note Payable in Quarterly Installments Due in March 2042 | Loans Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate (percent) | 5.45% | 5.45% | |||||||||||||
Original principal amount | $ 7,113,000 | ||||||||||||||
Fixed Rate Note Payable in Quarterly Installments Due in March 2042 | Senior Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of notes | note | 2 | ||||||||||||||
Term Shelf Notes Due December 31, 2047 | Senior Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate (percent) | 5.99% | ||||||||||||||
Unamortized discount | $ 3,123,000 | ||||||||||||||
Debt issuance costs | $ 282,000 | ||||||||||||||
Number of notes | note | 3 | ||||||||||||||
Original principal amount | $ 22,625,000 | ||||||||||||||
Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 725,000,000 | ||||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate (percent) | 9.54% | 9.54% | |||||||||||||
Maximum borrowing capacity | 200,000,000 | $ 180,000,000 | |||||||||||||
Unamortized discount | 2,048,000 | ||||||||||||||
Debt issuance costs | $ 352,000 | ||||||||||||||
Revolving Credit Facility | Fixed Rate Note, Due August, 2039 | Line of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate (percent) | 6.70% | 6.38% | 6.50% | ||||||||||||
Maximum borrowing capacity | $ 500,000,000 | $ 215,000,000 | 125,000,000 | ||||||||||||
Internal rate of return, percentage | 8.51% | 8.51% | |||||||||||||
Net proceeds | $ 135,544,000 | 90,000,000 | $ 30,000,000 | $ 21,176,000 | |||||||||||
Line of credit facility, additional borrowing capacity | $ 90,000,000 | ||||||||||||||
Unamortized discount | 509,000 | $ 509,000 | |||||||||||||
Debt issuance costs | 305,000 | 305,000 | |||||||||||||
Total maturities | 348,020,000 | 348,020,000 | |||||||||||||
Unamortized discount and debt issuance costs | $ 1,073,000 | $ 1,073,000 | |||||||||||||
Revolving Credit Facility | Fixed Rate Note, Due August, 2039 | Line of Credit | Debt Covenant Period One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Internal rate of return prepayment percentage | 102% | ||||||||||||||
Revolving Credit Facility | Fixed Rate Note, Due August, 2039 | Line of Credit | Debt Covenant Period Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Internal rate of return prepayment percentage | 101% |
Debt and Financing Lease Liab_9
Debt and Financing Lease Liabilities - Energy Project Asset Acquisition (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 27, 2023 | Aug. 04, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | |
Sellers Promissory Rate Due in January 2024 | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 5% | |||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 9.54% | |||
Revolving Credit Facility | August 2023 Construction Revolver Loans Payable Due In April 2030 | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate (percent) | 6.85% | |||
Bright Canyon Corporation | ||||
Debt Instrument [Line Items] | ||||
Asset acquisition, total purchase price | $ 87,964 | |||
Asset acquisition, debt assumed | 36,270 | |||
Stated interest rate (percent) | 5% | |||
Payable to seller | 46,694 | $ 28,294 | ||
Payment on seller's promissory note | $ 12,500 | $ 18,400 | ||
Cash payment for asset acquisition | $ 5,000 | |||
Bright Canyon Corporation | Earlier Of Phase 2 Close Date Or December 2023 | ||||
Debt Instrument [Line Items] | ||||
Cash payment for asset acquisition | $ 5,900 |
Debt and Financing Lease Lia_10
Debt and Financing Lease Liabilities - Various Enerqos Financing Facilities (Details) - Enerqos - Financing facilities | Dec. 31, 2023 |
Minimum | |
Debt Instrument [Line Items] | |
Stated interest rate (percent) | 5.10% |
Maximum | |
Debt Instrument [Line Items] | |
Stated interest rate (percent) | 8% |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 30,211 | $ 98,004 | $ 74,256 |
Foreign | 8,058 | 7,715 | 3,888 |
Income before income taxes | $ 38,269 | $ 105,719 | $ 78,144 |
Income Taxes - Income Tax (Bene
Income Taxes - Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current income tax provision (benefit): | |||
Federal | $ 34 | $ (722) | $ (779) |
State | 372 | 733 | 1,779 |
Foreign | 1,255 | 1,202 | 844 |
Total current | 1,661 | 1,213 | 1,844 |
Deferred income tax (benefit) provision: | |||
Federal | (22,677) | 2,528 | (8,025) |
State | (5,657) | 2,300 | 3,561 |
Foreign | 1,038 | 1,129 | 573 |
Total deferred | (27,296) | 5,957 | (3,891) |
Total income tax (benefit) provision | $ (25,635) | $ 7,170 | $ (2,047) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred income tax assets: | ||
Compensation accruals | $ 4,137 | $ 3,306 |
Reserves | 5,906 | 4,111 |
Sale-leasebacks and other accruals | 49,300 | 32,945 |
Net operating losses | 28,565 | 18,395 |
Interest limitation | 8,273 | 0 |
Energy efficiency | 82,827 | 71,433 |
Deferred revenue | 2,114 | 2,132 |
Gross deferred income tax assets | 181,122 | 132,322 |
Valuation allowance | (3,704) | (3,621) |
Total deferred income tax assets | 177,418 | 128,701 |
Deferred income tax liabilities: | ||
Depreciation | (137,966) | (122,762) |
Deferred effect of derivative liability | (2,166) | (1,640) |
Italy intangibles | (1,324) | 0 |
Outside basis difference | (6,599) | (5,038) |
Interest rate swaps | (841) | (1,347) |
Total deferred income tax liabilities | (155,486) | (134,837) |
Deferred income tax assets (liabilities), net | 21,932 | |
Deferred income tax assets (liabilities), net | (6,136) | |
Canada | ||
Deferred income tax liabilities: | ||
Foreign Authority | (5,738) | (3,098) |
United Kingdom | ||
Deferred income tax liabilities: | ||
Foreign Authority | $ (852) | $ (952) |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Valuation Allowance [Line Items] | ||
Total valuation allowance | $ 3,704 | $ 3,621 |
Interest rate swaps | ||
Valuation Allowance [Line Items] | ||
Total valuation allowance | 0 | 49 |
Foreign net operating loss | ||
Valuation Allowance [Line Items] | ||
Total valuation allowance | 3,702 | 3,555 |
State net operating loss at one of our subsidiaries | ||
Valuation Allowance [Line Items] | ||
Total valuation allowance | $ 2 | $ 17 |
Income Taxes - Tax Loss and Cre
Income Taxes - Tax Loss and Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Income Tax Contingency [Line Items] | |
Operating loss carryforwards | $ 195,694 |
Federal | |
Income Tax Contingency [Line Items] | |
Operating loss carryforwards | 69,130 |
Federal Energy Investment and Production tax credit carryforward | 82,768 |
State | |
Income Tax Contingency [Line Items] | |
Operating loss carryforwards | 91,411 |
Foreign Tax Authority | Canada | |
Income Tax Contingency [Line Items] | |
Operating loss carryforwards | 32,527 |
Foreign Tax Authority | Ireland | |
Income Tax Contingency [Line Items] | |
Operating loss carryforwards | 324 |
Foreign Tax Authority | Spain | |
Income Tax Contingency [Line Items] | |
Operating loss carryforwards | $ 2,302 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income before (benefit) provision for income taxes | $ 38,269 | $ 105,719 | $ 78,144 |
Federal statutory tax expense | 8,036 | 22,201 | 16,410 |
State income taxes, net of federal benefit | (774) | 3,844 | 2,648 |
Net state impact of deferred rate change | (3,213) | (575) | (502) |
Nondeductible expenses | 667 | 2,198 | 2,572 |
Impact of reserve for uncertain tax positions | (200) | 59 | 286 |
Stock-based compensation expense | 4 | 353 | (4,618) |
Energy efficiency preferences | (30,359) | (21,410) | (17,639) |
Foreign items and rate differential | 458 | 37 | 4 |
Adjustment State Taxes | (66) | 0 | 0 |
Redeemable non-controlling interests | (227) | (411) | (2,546) |
Valuation allowance | 81 | (159) | 337 |
Miscellaneous | (42) | 1,033 | 1,001 |
Total income tax (benefit) provision | $ (25,635) | $ 7,170 | $ (2,047) |
Effective tax rate: | |||
Federal statutory rate expense | 21% | 21% | 21% |
State income taxes, net of federal benefit | (2.00%) | 3.60% | 3.40% |
Net state impact of deferred rate change | (8.40%) | (0.50%) | (0.60%) |
Nondeductible expenses | 1.70% | 2.10% | 3.30% |
Impact of reserve for uncertain tax positions | (0.50%) | 0.10% | 0.40% |
Stock-based compensation expense | 0% | 0.30% | (5.90%) |
Energy efficiency preferences | (79.30%) | (20.30%) | (23.20%) |
Foreign items and rate differential | 1.20% | 0% | 0% |
Adjustment State Taxes | (0.20%) | 0% | 0% |
Redeemable non-controlling interests | (0.60%) | (0.40%) | (3.30%) |
Valuation allowance | 0.20% | (0.20%) | 0.40% |
Miscellaneous | (0.10%) | 1.10% | 1.90% |
Effective tax rate | (67.00%) | 6.80% | (2.60%) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance, beginning of year | $ 900 | $ 900 |
Additions for current year tax positions | 100 | 0 |
Reductions of prior year tax positions | (200) | 0 |
Balance, end of year | $ 800 | $ 900 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits that would impact effective tax rate | $ 310,000 | $ 450,000 | |
Earnings with no repatriation tax | 0 | 0 | |
Amount of (decrease) increase included in tax expense for interest and penalties related to uncertain tax positions | $ 22,000 | $ 22,000 | $ 14,000 |
Variable Interest Entities an_3
Variable Interest Entities and Equity Method Investments - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) investment_fund joint_venture | Dec. 31, 2022 joint_venture | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Investment funds | 5 | |
Number of investment funds | 3 | |
Number of joint ventures | joint_venture | 7 | 5 |
Contributions to equity investment | $ | $ 5,554 |
Variable Interest Entities An_4
Variable Interest Entities And Equity Method Investments - Schedule of Variable Interest Entity Financial Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 79,271 | $ 115,534 |
Restricted cash | [1] | 62,311 | 20,782 |
Accounts receivable, net | [1] | 153,362 | 174,009 |
Costs and estimated earnings in excess of billings | [1] | 636,163 | 576,363 |
Prepaid expenses and other current assets | 10,697 | 8,184 | |
Total current assets | [1] | 1,128,471 | 1,001,351 |
Property and equipment, net | [1] | 17,395 | 15,707 |
Energy assets, net | [1] | 1,689,424 | 1,181,525 |
Operating lease assets | [1] | 58,586 | 38,224 |
Restricted cash, non-current portion | 12,094 | 13,572 | |
Other assets | [1] | 89,735 | 38,564 |
Total assets | [1] | 3,713,776 | 2,876,821 |
Current liabilities: | |||
Current portions of long-term debt and financing lease liabilities | [1] | 322,247 | 331,479 |
Accounts payable | [1] | 402,752 | 349,126 |
Accrued expenses and other current liabilities | [1] | 108,831 | 89,166 |
Current portions of operating lease liabilities | [1] | 13,569 | 5,829 |
Total current liabilities | [1] | 901,471 | 812,068 |
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | [1] | 1,170,075 | 568,635 |
Long-term operating lease liabilities, net of current portion | [1] | 42,258 | 31,703 |
Other liabilities | [1] | 82,714 | 49,493 |
Variable Interest Entity | |||
Current assets: | |||
Cash and cash equivalents | 21,879 | 10,107 | |
Restricted cash | 0 | 799 | |
Accounts receivable, net | 1,977 | 590 | |
Costs and estimated earnings in excess of billings | 14,071 | 952 | |
Prepaid expenses and other current assets | 3,782 | 14,322 | |
Total current assets | 41,709 | 26,770 | |
Property and equipment, net | 267 | 89 | |
Energy assets, net | 252,912 | 182,050 | |
Operating lease assets | 17,656 | 4,901 | |
Restricted cash, non-current portion | 73 | 73 | |
Other assets | 84 | 30 | |
Total assets | 312,701 | 213,913 | |
Current liabilities: | |||
Current portions of long-term debt and financing lease liabilities | 134,617 | 2,087 | |
Accounts payable | 7,930 | 8,055 | |
Accrued expenses and other current liabilities | 23,021 | 12,559 | |
Current portions of operating lease liabilities | 7,086 | 117 | |
Total current liabilities | 172,654 | 22,818 | |
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | 17,167 | 19,177 | |
Long-term operating lease liabilities, net of current portion | 8,886 | 5,159 | |
Other liabilities | 356 | 3,575 | |
Total VIE liabilities | 199,063 | 50,729 | |
Variable Interest Entity | Investment Funds | |||
Current assets: | |||
Cash and cash equivalents | 5,099 | 1,715 | |
Restricted cash | 0 | 799 | |
Accounts receivable, net | 0 | 24 | |
Costs and estimated earnings in excess of billings | 662 | 951 | |
Prepaid expenses and other current assets | 33 | 35 | |
Total current assets | 5,794 | 3,524 | |
Property and equipment, net | 0 | 89 | |
Energy assets, net | 79,104 | 84,081 | |
Operating lease assets | 4,748 | 4,901 | |
Restricted cash, non-current portion | 73 | 73 | |
Other assets | 10 | 30 | |
Total assets | 89,729 | 92,698 | |
Current liabilities: | |||
Current portions of long-term debt and financing lease liabilities | 2,190 | 2,087 | |
Accounts payable | 1,440 | 48 | |
Accrued expenses and other current liabilities | 241 | 304 | |
Current portions of operating lease liabilities | 133 | 117 | |
Total current liabilities | 4,004 | 2,556 | |
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | 17,167 | 19,177 | |
Long-term operating lease liabilities, net of current portion | 5,063 | 5,159 | |
Other liabilities | 356 | 866 | |
Total VIE liabilities | 26,590 | 27,758 | |
Variable Interest Entity | Other VIEs | |||
Current assets: | |||
Cash and cash equivalents | 16,780 | 8,392 | |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 1,977 | 566 | |
Costs and estimated earnings in excess of billings | 13,409 | 1 | |
Prepaid expenses and other current assets | 3,749 | 14,287 | |
Total current assets | 35,915 | 23,246 | |
Property and equipment, net | 267 | 0 | |
Energy assets, net | 173,808 | 97,969 | |
Operating lease assets | 12,908 | 0 | |
Restricted cash, non-current portion | 0 | 0 | |
Other assets | 74 | 0 | |
Total assets | 222,972 | 121,215 | |
Current liabilities: | |||
Current portions of long-term debt and financing lease liabilities | 132,427 | 0 | |
Accounts payable | 6,490 | 8,007 | |
Accrued expenses and other current liabilities | 22,780 | 12,255 | |
Current portions of operating lease liabilities | 6,953 | 0 | |
Total current liabilities | 168,650 | 20,262 | |
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | 0 | 0 | |
Long-term operating lease liabilities, net of current portion | 3,823 | 0 | |
Other liabilities | 0 | 2,709 | |
Total VIE liabilities | $ 172,473 | $ 22,971 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) of $312,701 as of December 31, 2023 and $213,913 as of December 31, 2022. Includes liabilities of consolidated VIEs of $199,063 as of December 31, 2023 and $50,729 as of December 31, 2022. See Note 11. |
Variable Interest Entities an_5
Variable Interest Entities and Equity Method Investments - Investment in Joint Ventures (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Equity and cost method investments | $ 18,709 | $ 10,855 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interests (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity, Attributable to Parent [Abstract] | ||||
Investor contributed capital balance, percentage | 7% | |||
Remaining investor contributed capital balance, percentage | 5% | |||
Remaining redeemable non-controlling interest | $ 839 | $ 0 | $ 839 | $ 1,000 |
Equity and Earnings Per Share -
Equity and Earnings Per Share - Additional Information (Details) | 12 Months Ended | |||||
Mar. 15, 2021 USD ($) $ / shares shares | Mar. 15, 2021 USD ($) $ / shares shares | Mar. 09, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) vote shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Proceeds from equity offering, net of offering costs | $ 0 | $ 0 | $ 120,084,000 | |||
Proceeds used to repay revolving credit facility | $ 80,000,000 | |||||
Class A Common Stock | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Sale of stock shares issued in transaction (in shares) | shares | 2,500,000 | |||||
Offering price (in dollar per share) | $ / shares | $ 44 | |||||
Proceeds from equity offering, net of offering costs | $ 104,326,000 | |||||
Offering costs | $ 5,674,000 | |||||
Number of votes per share | vote | 1 | |||||
Class A Common Stock | Over-Allotment Option | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Sale of stock shares issued in transaction (in shares) | shares | 375,000 | |||||
Proceeds from equity offering, net of offering costs | $ 15,758,000 | |||||
Offering costs | $ 742,000 | |||||
Class A Common Stock | Selling Shareholders | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Sale of stock shares issued in transaction (in shares) | shares | 805,000 | |||||
Offering price (in dollar per share) | $ / shares | $ 44 | $ 44 | ||||
Proceeds from equity offering, net of offering costs | $ 0 | |||||
Class B Common Stock | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Number of votes per share | vote | 5 | |||||
Common stock, conversion basis (in shares) | shares | 1 |
Equity & Earnings Per Share - S
Equity & Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income attributable to common shareholders | $ 62,470 | $ 94,926 | $ 70,458 |
Adjustment for accretion of tax equity financing fees | (108) | (116) | (116) |
Income attributable to common shareholders | $ 62,362 | $ 94,810 | $ 70,342 |
Denominator: | |||
Basic weighted-average shares outstanding (in shares) | 52,140 | 51,841 | 50,855 |
Effect of dilutive securities: | |||
Stock options (in shares) | 1,087 | 1,437 | 1,413 |
Diluted weighted-average shares outstanding (in shares) | 53,228 | 53,278 | 52,268 |
Basic (in usd per share) | $ 1.20 | $ 1.83 | $ 1.38 |
Diluted (in usd per share) | $ 1.17 | $ 1.78 | $ 1.35 |
Potentially dilutive shares (in shares) | 1,707 | 1,108 | 1,443 |
Stock-Based Compensation and _3
Stock-Based Compensation and Other Employee Benefits - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 10,318 | $ 15,046 | $ 8,716 | ||
401(k) plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employer matching contribution percent | 100% | ||||
Employer matching percent | 6% | ||||
Group Personal Pension Plan | UNITED KINGDOM | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employer matching contribution percent | 100% | ||||
Employer matching percent | 6% | ||||
Registered Retirement Savings Plan | Canada | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employer matching contribution percent | 100% | ||||
Employer matching percent | 6% | ||||
Stock Options and Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-vested stock options unrecognized compensation expense | $ 30,075 | ||||
Non-vested stock options unrecognized compensation expense, weighted-average period of recognition | 2 years | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-vested stock options unrecognized compensation expense, weighted-average period of recognition | 1 year | ||||
Stock-based compensation expense | $ 1,690 | ||||
Vested (in shares) | 23,000 | ||||
Non-vested stock options unrecognized compensation expense | $ 1,604 | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Ratable vesting percentage | 33.33% | ||||
Exercise term upon termination | 90 days | ||||
Stock Options | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options vesting period | 5 years | ||||
Stock Options | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options vesting period | 3 years | ||||
Class A Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant (in shares) | 1,991,000 | ||||
2017 Employee Stock Purchase Plan | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of allocated shares (up to) (in shares) | 350 | 200 | |||
Discount from fair value of stock (percent) | 5% | ||||
Interval term | 6 months | ||||
Stock issued during period (in shares) | 60,000 | 36,000 | |||
Amount withheld for future purchases | $ 182 | $ 179 |
Stock-Based Compensation and _4
Stock-Based Compensation and Other Employee Benefits - Stock Options Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Options | |
Beginning balance (in shares) | shares | 4,533 |
Granted (in shares) | shares | 170 |
Exercised (in shares) | shares | (246) |
Forfeited (in shares) | shares | (193) |
Expired (in shares) | shares | (9) |
Ending balance (in shares) | shares | 4,255 |
Options exercisable (in shares) | shares | 1,867 |
Options expected to vest (in shares) | shares | 2,387 |
Weighted-Average Exercise Price | |
Beginning balance (in usd per share) | $ / shares | $ 45.799 |
Granted (in usd per share) | $ / shares | 41.871 |
Exercised (in usd per share) | $ / shares | 9.900 |
Forfeited (in usd per share) | $ / shares | 62.365 |
Expired (in usd per share) | $ / shares | 63.311 |
Ending balance (in usd per share) | $ / shares | 46.932 |
Options exercisable (in usd per share) | $ / shares | 25.241 |
Expected to vest (in usd per share) | $ / shares | $ 63.900 |
Outstanding, remaining contractual term | 6 years 7 months 6 days |
Exercisable, remaining contractual term | 5 years 3 months 18 days |
Expected to vest, remaining contractual term | 7 years 7 months 6 days |
Outstanding, aggregate intrinsic value | $ | $ 27,539 |
Exercisable, aggregate intrinsic value | $ | 25,775 |
Expected to vest, aggregate intrinsic value | $ | $ 1,764 |
Stock-Based Compensation and _5
Stock-Based Compensation and Other Employee Benefits - Additional Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Aggregate intrinsic value of options exercised | $ 8,511 | $ 9,775 | $ 33,494 |
Cash received from stock option exercises | $ 2,438 | $ 3,954 | $ 5,563 |
Weighted-average fair value of stock options granted (in usd per share) | $ 23.99 | $ 37.87 | $ 28.94 |
Stock-based compensation expense | $ 10,318 | $ 15,046 | $ 8,716 |
Income tax benefit from stock-based compensation expense | $ 1,102 | $ 659 | $ 4,932 |
Stock-Based Compensation and _6
Stock-Based Compensation and Other Employee Benefits - Fair Value Assumptions (Details) - Stock Options - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value significant assumptions: | |||
Expected dividend yield | $ 0 | $ 0 | $ 0 |
Risk-free interest rate, minimum | 3.35% | 1.69% | 0.92% |
Risk-free interest rate, maximum | 4.44% | 3.82% | 1.46% |
Expected volatility, minimum | 54% | 51% | 48% |
Expected volatility, maximum | 56% | 53% | 50% |
Expected life | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Stock-Based Compensation and _7
Stock-Based Compensation and Other Employee Benefits - Restricted Stock Units (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Options | |
Outstanding, beginning balance (in shares) | shares | 13,000 |
Granted (in shares) | shares | 66,000 |
Vested (in shares) | shares | (23,000) |
Forfeited (in shares) | shares | (4,000) |
Outstanding, ending balance (in shares) | shares | 52,000 |
Weighted-Average Grant Date Fair Value Per Share | |
Outstanding, beginning balance (in usd per share) | $ / shares | $ 52.94 |
Granted (in usd per share) | $ / shares | 45.33 |
Vested (usd per share) | $ / shares | 47.83 |
Forfeited (usd per share) | $ / shares | 48.39 |
Outstanding, ending balance (in usd per share) | $ / shares | $ 45.90 |
Stock-Based Compensation and _8
Stock-Based Compensation and Other Employee Benefits - Matching Contributions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employer contributions | $ 8,642 | $ 7,670 | $ 6,846 |
401(k) plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employer contributions | 7,561 | 6,974 | 6,189 |
Group Personal Pension Plan | UNITED KINGDOM | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employer contributions | 652 | 290 | 252 |
Registered Retirement Savings Plan | Canada | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employer contributions | $ 429 | $ 406 | $ 405 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 06, 2017 contractor | Dec. 31, 2021 USD ($) | Oct. 31, 2021 USD ($) | Aug. 31, 2018 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 30, 2023 USD ($) | |
Loss Contingencies [Line Items] | ||||||||
Liquidated damages up to a maximum amount | $ 89,000,000 | |||||||
Number of defendants | contractor | 9 | |||||||
Contingent consideration | $ 1,465,000 | $ 3,800,000 | ||||||
Payment of contingent consideration | 1,866,000 | 0 | $ 0 | |||||
Chelsea Group Limited | ||||||||
Loss Contingencies [Line Items] | ||||||||
Contingent consideration, liability, revenue earn-outs, payment period | 5 years | |||||||
Contingent consideration, liability | $ 555,000 | 0 | 358,000 | |||||
Increase (decrease) in contingent consideration | $ (358,000) | |||||||
Contingent consideration | 0 | |||||||
Plug Smart | ||||||||
Loss Contingencies [Line Items] | ||||||||
Contingent consideration, liability, revenue earn-outs, payment period | 5 years | |||||||
Contingent consideration, liability | $ 2,160,000 | 2,160,000 | ||||||
Contingent consideration | 1,465,000 | |||||||
Maximum cumulative earn-out | $ 5,000,000 | $ 5,000,000 | ||||||
Payment of contingent consideration | 3,040,000 | $ 275,000 | ||||||
Plug Smart | Selling, general and administrative expense | ||||||||
Loss Contingencies [Line Items] | ||||||||
Increase (decrease) in contingent consideration | $ 705,000 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived Tangible Assets | $ 1,706,819 | $ 1,197,232 | |
Revenues | 1,374,633 | 1,824,422 | $ 1,215,697 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived Tangible Assets | 1,670,322 | 1,162,705 | |
Revenues | 1,161,775 | 1,712,326 | 1,126,141 |
Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived Tangible Assets | 23,549 | 24,590 | |
Revenues | 63,367 | 53,461 | 45,782 |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived Tangible Assets | 12,948 | 9,937 | |
Revenues | $ 149,491 | $ 58,635 | $ 43,774 |
Other Expenses, Net - Component
Other Expenses, Net - Components of Other Expenses, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
(Gain) loss on derivatives | $ (1,108) | $ (906) | $ 240 |
Interest expense, net of interest income | 36,169 | 26,423 | 14,361 |
Amortization of debt discount and debt issuance costs | 4,201 | 4,211 | 2,849 |
Foreign currency transaction (gain) loss | (581) | 144 | 852 |
Government incentives | (576) | (2,599) | (1,012) |
Factoring fees | 5,844 | 0 | 0 |
Other expenses, net | $ 43,949 | $ 27,273 | $ 17,290 |
Other Expenses, Net - Deferred
Other Expenses, Net - Deferred Financing Costs (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Estimated Amortization | |
2024 | $ 5,801 |
2025 | 3,158 |
2026 | 2,363 |
2027 | 1,378 |
2028 | $ 1,245 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities | ||
Contingent consideration | $ 1,465 | $ 3,800 |
Recurring | ||
Liabilities | ||
Total liabilities | 8,106 | 9,515 |
Recurring | Level 2 | Interest rate swap instruments | ||
Assets | ||
Asset derivatives | 3,970 | 5,202 |
Liabilities | ||
Liability derivatives | 629 | 9 |
Recurring | Level 2 | Make-whole provisions | ||
Liabilities | ||
Liability derivatives | 6,012 | 5,348 |
Recurring | Level 3 | ||
Liabilities | ||
Contingent consideration | $ 1,465 | $ 4,158 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2018 |
Fair Value, Nonrecurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets recorded at fair value on a non-recurring basis | $ 0 | $ 0 | ||
Plug Smart | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration, liability | $ 2,160,000 | |||
Chelsea Group Limited | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration, liability | $ 0 | $ 358,000 | $ 555,000 |
Fair Value Measurement - Subseq
Fair Value Measurement - Subsequent Key Assumptions (Details) $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 1,465 | $ 3,800 | |
Plug Smart | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 1,465 | ||
Plug Smart | Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 0.169 | 0.169 | |
Plug Smart | EBITDA Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, measurement input | 0.700 | 0.750 |
Fair Value Measurement - Fair_2
Fair Value Measurement - Fair Value of Contingent Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration liabilities balance at the beginning of year | $ 4,158 | $ 2,838 |
Remeasurement period adjustment | 0 | (19) |
Changes in fair value included in earnings | 347 | 1,614 |
Payment of contingent consideration | (3,040) | (275) |
Contingent consideration liabilities balance at the end of year | $ 1,465 | $ 4,158 |
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability Gain (Loss), Statement Of Income, Extensible List, Not Disclosed Flag | Selling, general and administrative expenses |
Fair Value Measurement - Fair_3
Fair Value Measurement - Fair Value and Carrying Value of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt value (level 2) | $ 1,466,458 | $ 869,771 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt value (level 2) | $ 1,478,394 | $ 884,054 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Thousands | Dec. 31, 2023 derivative_instrument | Aug. 31, 2023 derivative_instrument | Jun. 30, 2023 loan_facility | Mar. 31, 2023 USD ($) derivative_instrument | Mar. 30, 2023 USD ($) | Dec. 31, 2022 contract |
Interest rate swap instruments | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Number of instruments held | 6 | |||||
Number of instruments designated | 1 | |||||
Number of instruments prepaid | loan_facility | 1 | |||||
Number of instruments acquired | 1 | |||||
Not Designated as Hedging Instrument | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Number of instruments held | 3 | 2 | ||||
Designated as Hedging Instrument | Interest rate swap instruments | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Initial notional amount | $ | $ 14,084 | $ 14,084 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments on the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Derivatives Designated as Hedging Instruments | Interest rate swap contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, asset derivatives | $ 1,023 | $ 1,748 |
Derivatives Designated as Hedging Instruments | Interest rate swap contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, liability derivatives | 0 | 9 |
Derivatives Not Designated as Hedging Instruments | Interest rate swap contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, asset derivatives | 2,947 | 3,454 |
Derivatives Not Designated as Hedging Instruments | Interest rate swap contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, liability derivatives | 629 | 0 |
Derivatives Not Designated as Hedging Instruments | Make-whole provisions | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, liability derivatives | $ 6,012 | $ 5,348 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Effects on Statements of Income and Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss recognized in net income | $ (1,108) | $ (906) | $ 240 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income (Expense) | ||
Designated as Hedging Instrument | Other expenses, net | Interest rate swap contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss recognized in net income | $ (770) | 1,037 | 2,086 |
Not Designated as Hedging Instrument | Other expenses, net | Interest rate swap contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss recognized in net income | 1,354 | (2,738) | (996) |
Not Designated as Hedging Instrument | Other expenses, net | Commodity swap contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss recognized in net income | 0 | 2,338 | 2,325 |
Not Designated as Hedging Instrument | Other expenses, net | Make-whole provisions | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss recognized in net income | $ (2,462) | $ (506) | $ (1,089) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Effects of Derivative Instruments in Accumulated Other Comprehensive Income (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Accumulated gain in AOCI at the beginning of the year | $ 824,029 |
AOCI at the end of the year | 901,975 |
Accumulated Gain (Loss), Net, Cash Flow Hedge | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Accumulated gain in AOCI at the beginning of the year | 1,284 |
Unrealized gain recognized in AOCI | 232 |
Gain reclassified from AOCI to other expenses, net | (770) |
AOCI at the end of the year | $ 746 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Summary of Active Derivative Instruments (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Interest Rate Swap October 2029 | Designated as Hedging Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, term of contract | 11 years |
Derivative, active interest rate swap | 5.77% |
Initial notional amount | $ 9,200,000 |
Interest Rate Swap June 2033 | Designated as Hedging Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, term of contract | 15 years |
Derivative, active interest rate swap | 5.24% |
Initial notional amount | $ 10,000,000 |
Interest Rate Swap - December 2027 | Designated as Hedging Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, term of contract | 10 years |
Derivative, active interest rate swap | 4.74% |
Initial notional amount | $ 14,100,000 |
Interest Rate Swap - June 2028 - Contract 1 | Designated as Hedging Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, term of contract | 8 years |
Derivative, active interest rate swap | 3.49% |
Initial notional amount | $ 14,643,000 |
Interest Rate Swap - June 2028 - Contract 2 | Designated as Hedging Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, term of contract | 8 years |
Derivative, active interest rate swap | 3.49% |
Initial notional amount | $ 10,734,000 |
Interest Rate Swap - March 2033 - Contract 1 | Designated as Hedging Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, term of contract | 13 years |
Derivative, active interest rate swap | 0.72% |
Initial notional amount | $ 9,505,000 |
Interest Rate Swap - March 2033 - Contract 2 | Designated as Hedging Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, term of contract | 13 years |
Derivative, active interest rate swap | 0.72% |
Initial notional amount | $ 6,968,000 |
Interest Rate Swap - December 2040 | Designated as Hedging Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, term of contract | 17 years 9 months |
Derivative, active interest rate swap | 3.16% |
Initial notional amount | $ 14,084,000 |
Interest Rate Swap - July 2041 | Not Designated as Hedging Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, term of contract | 18 years |
Derivative, active interest rate swap | 3.81% |
Initial notional amount | $ 32,021,000 |
Make Whole Provision December 2038 | Not Designated as Hedging Instrument | Other liabilities | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Liability derivatives, fair value | 223,000 |
Make Whole Provision April 2031 | Not Designated as Hedging Instrument | Other liabilities | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Liability derivatives, fair value | 49,000 |
Make Whole Provision February 2034 | Not Designated as Hedging Instrument | Other liabilities | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Liability derivatives, fair value | 35,000 |
Make Whole Provision December 2027 | Not Designated as Hedging Instrument | Other liabilities | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Liability derivatives, fair value | 33,000 |
Make Whole Provision May 2028 | Not Designated as Hedging Instrument | Other liabilities | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Liability derivatives, fair value | 6,000 |
Make Whole Provision April 2045 | Not Designated as Hedging Instrument | Other liabilities | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Liability derivatives, fair value | 37,000 |
Make Whole Provision March 2046 | Not Designated as Hedging Instrument | Other liabilities | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Liability derivatives, fair value | 2,298,000 |
Make Whole Provision March 2042 | Not Designated as Hedging Instrument | Other liabilities | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Liability derivatives, fair value | 997,000 |
Make Whole Provision March 2047 | Not Designated as Hedging Instrument | Other liabilities | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Liability derivatives, fair value | $ 2,334,000 |
Business Segment Information -
Business Segment Information - Additional Information (Details) - Sales Revenue, Net - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Various Governments | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 71.80% | 46% | 67% |
U.S. Federal Government | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 29.30% | 21.50% | 32.30% |
Second Largest Customer | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 39.60% |
Business Segment Information _2
Business Segment Information - Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,374,633 | $ 1,824,422 | $ 1,215,697 |
Earnings (loss) from unconsolidated entities | 1,758 | 1,647 | (118) |
(Gain) loss on derivatives | (1,108) | (212) | 240 |
Net interest expense (income) | 26,922 | 17,775 | 14,599 |
Depreciation and intangible asset amortization | 64,129 | 52,432 | 44,757 |
Income before taxes, excluding unallocated corporate activity | 106,641 | 176,899 | 125,505 |
U.S. Regions | |||
Segment Reporting Information [Line Items] | |||
Revenues | 557,122 | 1,123,343 | 551,118 |
U.S. Federal | |||
Segment Reporting Information [Line Items] | |||
Revenues | 402,884 | 391,891 | 392,948 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Revenues | 70,110 | 58,558 | 49,483 |
Alternative Fuels | |||
Segment Reporting Information [Line Items] | |||
Revenues | 117,075 | 114,459 | 111,223 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Revenues | 152,842 | 61,645 | 46,164 |
All Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | 74,600 | 74,526 | 64,761 |
Operating Segments | U.S. Regions | |||
Segment Reporting Information [Line Items] | |||
Revenues | 557,122 | 1,123,343 | 551,118 |
Earnings (loss) from unconsolidated entities | 0 | 0 | (56) |
(Gain) loss on derivatives | (2,326) | (354) | (1,017) |
Net interest expense (income) | 6,169 | 6,948 | 6,255 |
Depreciation and intangible asset amortization | 27,060 | 21,463 | 15,699 |
Income before taxes, excluding unallocated corporate activity | 38,746 | 88,531 | 38,285 |
Operating Segments | U.S. Federal | |||
Segment Reporting Information [Line Items] | |||
Revenues | 402,884 | 391,891 | 392,948 |
Earnings (loss) from unconsolidated entities | 1,758 | 1,647 | 0 |
(Gain) loss on derivatives | 857 | 0 | 0 |
Net interest expense (income) | 1,429 | 1,231 | 1,294 |
Depreciation and intangible asset amortization | 5,343 | 4,905 | 4,666 |
Income before taxes, excluding unallocated corporate activity | 49,237 | 50,866 | 52,388 |
Operating Segments | Canada | |||
Segment Reporting Information [Line Items] | |||
Revenues | 70,110 | 58,558 | 49,483 |
Earnings (loss) from unconsolidated entities | 0 | 0 | 0 |
(Gain) loss on derivatives | (136) | (152) | (73) |
Net interest expense (income) | 834 | 917 | 879 |
Depreciation and intangible asset amortization | 1,626 | 1,702 | 1,872 |
Income before taxes, excluding unallocated corporate activity | 3,813 | 2,554 | 1,581 |
Operating Segments | Alternative Fuels | |||
Segment Reporting Information [Line Items] | |||
Revenues | 117,075 | 114,459 | 111,223 |
Earnings (loss) from unconsolidated entities | 0 | 0 | 0 |
(Gain) loss on derivatives | 497 | 294 | 1,330 |
Net interest expense (income) | 16,019 | 8,657 | 5,793 |
Depreciation and intangible asset amortization | 26,160 | 23,354 | 21,080 |
Income before taxes, excluding unallocated corporate activity | 6,215 | 22,989 | 27,774 |
Operating Segments | Europe | |||
Segment Reporting Information [Line Items] | |||
Revenues | 152,842 | 61,645 | 46,164 |
Earnings (loss) from unconsolidated entities | 0 | 0 | (62) |
(Gain) loss on derivatives | 0 | 0 | 0 |
Net interest expense (income) | 2,477 | 25 | 378 |
Depreciation and intangible asset amortization | 2,290 | 575 | 716 |
Income before taxes, excluding unallocated corporate activity | 4,188 | 5,589 | 2,997 |
Operating Segments | All Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | 74,600 | 74,526 | 64,761 |
Earnings (loss) from unconsolidated entities | 0 | 0 | 0 |
(Gain) loss on derivatives | 0 | 0 | 0 |
Net interest expense (income) | (6) | (3) | 0 |
Depreciation and intangible asset amortization | 1,650 | 433 | 724 |
Income before taxes, excluding unallocated corporate activity | 4,442 | 6,370 | 2,480 |
Consolidation, Eliminations | |||
Segment Reporting Information [Line Items] | |||
Unallocated corporate activity | $ (68,372) | $ (71,180) | $ (47,361) |
Assets Held For Sale - Addition
Assets Held For Sale - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) energyAsset | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Energy asset projects | energyAsset | 5 |
Disposal Group, Held-for-Sale, Not Discontinued Operations | Five Energy Asset Projects | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Assets held for sale | $ 38,404 |
Liabilities held for sale | $ 8,351 |
Assets Held For Sale - Assets a
Assets Held For Sale - Assets and Liabilities (Details) - Disposal Group, Held-for-Sale, Not Discontinued Operations - Five Energy Asset Projects $ in Thousands | Dec. 31, 2023 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Other assets | $ 37,148 |
Operating lease assets | 1,256 |
Assets classified as held for sale | 38,404 |
Accounts payable | (6,019) |
Accrued expenses and other current liabilities | (14) |
Billings in excess of cost and estimated earnings | (1,088) |
Long-term operating lease liabilities, net of current portion | (1,230) |
Liabilities directly associated with assets classified as held for sale | (8,351) |
U.S. Regions | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Other assets | 18,895 |
Operating lease assets | 1,256 |
Assets classified as held for sale | 20,151 |
Accounts payable | (5,418) |
Accrued expenses and other current liabilities | (14) |
Billings in excess of cost and estimated earnings | 0 |
Long-term operating lease liabilities, net of current portion | (1,230) |
Liabilities directly associated with assets classified as held for sale | (6,662) |
U.S. Federal | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Other assets | 18,253 |
Operating lease assets | 0 |
Assets classified as held for sale | 18,253 |
Accounts payable | (601) |
Accrued expenses and other current liabilities | 0 |
Billings in excess of cost and estimated earnings | (1,088) |
Long-term operating lease liabilities, net of current portion | 0 |
Liabilities directly associated with assets classified as held for sale | $ (1,689) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Ameresco Roxana RNG $ in Thousands | Feb. 09, 2024 USD ($) |
Subsequent Event [Line Items] | |
Ownership percentage to be sold | 40% |
Equity purchase agreement, purchase price | $ 28,864 |