Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 29, 2018 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Ameresco, Inc. | |
Entity Central Index Key | 1,488,139 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 27,976,565 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 18,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 64,539 | $ 24,262 |
Restricted cash | 13,461 | 15,751 |
Accounts receivable, net | 90,378 | 85,121 |
Accounts receivable retainage, net | 14,401 | 17,484 |
Costs and estimated earnings in excess of billings | 66,471 | 104,852 |
Inventory, net | 8,128 | 8,139 |
Prepaid expenses and other current assets | 13,123 | 14,037 |
Income tax receivable | 13,684 | 6,053 |
Project development costs | 16,776 | 11,379 |
Total current assets | 300,961 | 287,078 |
Federal ESPC receivable | 272,953 | 248,917 |
Property and equipment, net | 6,649 | 5,303 |
Energy assets, net | 442,018 | 356,443 |
Goodwill | 58,853 | 56,135 |
Intangible assets, net | 2,315 | 2,440 |
Other assets | 30,706 | 27,635 |
Total assets | 1,114,455 | 983,951 |
Current liabilities: | ||
Current portions of long-term debt and capital lease liabilities | 24,397 | 22,375 |
Accounts payable | 119,969 | 135,881 |
Accrued expenses and other current liabilities | 28,067 | 23,260 |
Billings in excess of cost and estimated earnings | 32,516 | 19,871 |
Income taxes payable | 6,348 | 755 |
Total current liabilities | 211,297 | 202,142 |
Long-term debt and capital lease liabilities, less current portions and net of deferred financing fees | 226,252 | 173,237 |
Federal ESPC liabilities | 262,484 | 235,088 |
Deferred income taxes, net | 3,453 | 584 |
Deferred grant income | 6,774 | 7,188 |
Other liabilities | 25,404 | 18,754 |
Commitments and contingencies (Note 7) | ||
Redeemable non-controlling interests | 14,585 | 10,338 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2018 and December 31, 2017 | 0 | 0 |
Additional paid-in capital | 121,660 | 116,196 |
Retained earnings | 258,213 | 235,844 |
Accumulated other comprehensive loss, net | (4,101) | (5,626) |
Less - treasury stock, at cost, 2,085,497 shares at September 30, 2018 and 1,873,266 shares at December 31, 2017 | (11,571) | (9,799) |
Total stockholders’ equity | 364,206 | 336,620 |
Total liabilities, redeemable non-controlling interests and stockholders’ equity | 1,114,455 | 983,951 |
Common Class A | ||
Stockholders’ equity: | ||
Common Stock | 3 | 3 |
Common Class B | ||
Stockholders’ equity: | ||
Common Stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 |
Common Class A | ||
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) | 30,057,605 | 29,406,315 |
Common stock, shares outstanding (in shares) | 27,972,108 | 27,533,049 |
Treasury stock, shares (in shares) | 2,085,497 | 1,873,266 |
Common Class B | ||
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 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 205,375 | $ 204,744 | $ 569,767 | $ 506,019 |
Cost of revenues | 159,213 | 163,377 | 445,356 | 403,320 |
Gross profit | 46,162 | 41,367 | 124,411 | 102,699 |
Selling, general and administrative expenses | 28,866 | 27,027 | 84,871 | 80,164 |
Operating income | 17,296 | 14,340 | 39,540 | 22,535 |
Other expenses, net | 3,244 | 1,668 | 10,754 | 5,232 |
Income before provision for income taxes | 14,052 | 12,672 | 28,786 | 17,303 |
Income tax provision | 3,351 | 3,881 | 1,879 | 4,296 |
Net income | 10,701 | 8,791 | 26,907 | 13,007 |
Net (income) loss attributable to redeemable non-controlling interests | 0 | (298) | (516) | 673 |
Net income attributable to common shareholders | $ 10,701 | $ 8,493 | $ 26,391 | $ 13,680 |
Net income per share attributable to common shareholders: | ||||
Basic (in usd per share) | $ 0.23 | $ 0.19 | $ 0.58 | $ 0.30 |
Diluted (in usd per share) | $ 0.23 | $ 0.19 | $ 0.57 | $ 0.30 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 45,854 | 45,524 | 45,599 | 45,500 |
Diluted (in shares) | 46,944 | 45,771 | 46,509 | 45,664 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 10,701 | $ 8,791 | $ 26,907 | $ 13,007 |
Other comprehensive income (loss): | ||||
Unrealized gain from interest rate hedges, net of tax benefit | 125 | 62 | 1,686 | (67) |
Foreign currency translation adjustments | (163) | 185 | (161) | 567 |
Total other comprehensive income (loss) | (38) | 247 | 1,525 | 500 |
Comprehensive income | 10,663 | 9,038 | 28,432 | 13,507 |
Comprehensive (income) attributable to redeemable non-controlling interests | 0 | (298) | (516) | 673 |
Comprehensive income attributable to common shareholders | $ 10,663 | $ 8,740 | $ 27,916 | $ 14,180 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) from interest rate hedges, tax benefit | $ 181 | $ 3 | $ 590 | $ 150 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Redeemable Non-Controlling Interests and Stockholders' Equity - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cumulative impact from the adoption of ASU (Note 2) | Accounting Standards Update 2014-09 | $ (4,454) | $ (4,454) | |||||||
Cumulative impact from the adoption of ASU (Note 2) | Accounting Standards Update 2017-12 | (54) | 432 | $ (486) | ||||||
Redeemable non-controlling interests, beginning balance at Dec. 31, 2017 | 10,338 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Contributions from redeemable non-controlling interests | 4,038 | ||||||||
Distributions to redeemable non-controlling interests | (307) | ||||||||
Net income | 516 | ||||||||
Redeemable non-controlling interests, ending balance at Sep. 30, 2018 | 14,585 | ||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 27,533,049 | 18,000,000 | 27,533,049 | 18,000,000 | 1,873,266 | ||||
Beginning balance at Dec. 31, 2017 | 336,620 | $ 3 | $ 2 | $ 116,196 | 235,844 | (5,626) | $ (9,799) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options (in shares) | 625,215 | ||||||||
Exercise of stock options | 4,114 | 4,114 | 0 | ||||||
Stock-based compensation expense | 1,137 | 1,137 | $ 0 | ||||||
Employee Stock Purchase Plan (in shares) | 26,075 | ||||||||
Employee Stock Purchase Plan | 213 | 213 | |||||||
Open market purchase of common shares (in shares) | (212,231) | (212,231) | |||||||
Open market purchase of common shares | (1,772) | $ (1,772) | |||||||
Unrealized gain from interest rate hedge, net | 2,172 | 2,172 | |||||||
Foreign currency translation adjustments | (161) | (161) | $ 0 | ||||||
Net income | 26,391 | 26,391 | |||||||
Ending balance (in shares) at Sep. 30, 2018 | 27,972,108 | 18,000,000 | 27,972,108 | 18,000,000 | 2,085,497 | ||||
Ending balance at Sep. 30, 2018 | $ 364,206 | $ 3 | $ 2 | $ 121,660 | $ 258,213 | (4,101) | $ (11,571) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cumulative impact from the adoption of ASU (Note 2) | Accounting Standards Update 2017-12 | $ 54 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||||||||
Net income | $ 10,701 | $ 8,791 | $ 26,907 | $ 13,007 | ||||
Adjustments to reconcile net income to cash flows from operating activities: | ||||||||
Depreciation of energy assets | 19,699 | 15,822 | ||||||
Depreciation of property and equipment | 1,573 | 1,931 | ||||||
Amortization of deferred financing fees | 1,587 | 1,194 | ||||||
Amortization of intangible assets | 771 | 1,082 | ||||||
Provision for bad debts | 483 | 68 | ||||||
Loss (gain) on disposal / sale of assets | 300 | (104) | ||||||
Net gain from derivatives | (367) | (206) | ||||||
Stock-based compensation expense | 1,137 | 976 | ||||||
Deferred income taxes | 3,914 | (2,139) | ||||||
Unrealized foreign exchange (gain) loss | 486 | (1,494) | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 2,073 | 22,599 | ||||||
Accounts receivable retainage | 3,008 | 308 | ||||||
Federal ESPC receivable | (111,982) | (119,093) | ||||||
Inventory, net | 10 | 3,503 | ||||||
Costs and estimated earnings in excess of billings | 28,704 | (24,403) | ||||||
Prepaid expenses and other current assets | 5,241 | (2,271) | ||||||
Project development costs | (6,984) | (4,028) | ||||||
Other assets | (1,371) | 225 | ||||||
Accounts payable, accrued expenses and other current liabilities | (16,552) | 4,772 | ||||||
Billings in excess of cost and estimated earnings | 11,166 | (4,283) | ||||||
Other liabilities | 194 | (255) | ||||||
Income taxes payable | (2,038) | 2,357 | ||||||
Cash flows from operating activities | (32,041) | (90,432) | ||||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (2,961) | (1,922) | ||||||
Purchases of energy assets | (44,059) | (68,736) | ||||||
Proceeds from sale of assets of a business | 0 | 2,777 | ||||||
Acquisitions, net of cash received | (62,687) | (2,409) | ||||||
Cash flows from investing activities | (109,707) | (70,290) | ||||||
Cash flows from financing activities: | ||||||||
Payments of financing fees | (3,667) | (2,024) | ||||||
Proceeds from exercises of options and ESPP | 4,327 | 1,559 | ||||||
Repurchase of common stock | (1,772) | (3,029) | ||||||
Proceeds (payments) from senior secured credit facility, net | (900) | 12,847 | ||||||
Proceeds from long-term debt financings | 78,914 | 48,885 | ||||||
Proceeds from Federal ESPC projects | 113,570 | 122,340 | ||||||
Proceeds for energy assets from Federal ESPC | 2,269 | 0 | ||||||
Proceeds from sale-leaseback financings | 5,145 | 30,611 | ||||||
Contributions from redeemable non-controlling interests, net | 3,731 | 1,358 | ||||||
Payments on long-term debt | (22,825) | (40,228) | ||||||
Cash flows from financing activities | 178,792 | 172,319 | ||||||
Effect of exchange rate changes on cash | (124) | 322 | ||||||
Net increase in cash, cash equivalents, and restricted cash | 36,920 | 11,919 | ||||||
Cash, cash equivalents, and restricted cash, beginning of period | 60,105 | 52,826 | $ 52,826 | |||||
Cash, cash equivalents, and restricted cash, end of period | 97,025 | 64,745 | 97,025 | 64,745 | 60,105 | |||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | 9,618 | 8,152 | ||||||
Cash paid for income taxes | 2,018 | 4,432 | ||||||
Non-cash Federal ESPC settlement | 82,536 | 66,830 | ||||||
Accrued purchases of energy assets | 7,698 | 9,414 | ||||||
Conversion of revolver to term loan | 25,000 | 0 | ||||||
Reconciliation of cash, cash equivalents and restricted cash | ||||||||
Cash and cash equivalents | $ 64,539 | $ 24,262 | $ 29,559 | |||||
Short-term restricted cash | 13,461 | 15,751 | 15,789 | |||||
Long-term restricted cash included in other assets | 19,025 | 20,092 | 19,397 | |||||
Total cash and cash equivalents, and restricted cash | $ 97,025 | $ 64,745 | $ 60,105 | $ 52,826 | $ 52,826 | $ 97,025 | $ 60,105 | $ 64,745 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | DESCRIPTION OF BUSINESS Ameresco, Inc. (including its subsidiaries, the “Company”) was organized as a Delaware corporation on April 25, 2000. The Company is a provider of energy efficiency solutions for facilities throughout North America and Europe. The Company provides solutions, both services and products, that enable customers to reduce their energy consumption, lower their operating and maintenance costs and realize environmental benefits. The Company’s comprehensive set of solutions includes upgrades to a facility’s energy infrastructure and the construction and operation of small-scale renewable energy plants. It also sells certain photovoltaic (“PV”) equipment worldwide. The Company operates in the United States, Canada and Europe. The Company is 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 the Company’s energy assets and the sale of energy assets; and 3) direct payment for PV equipment and systems. The condensed consolidated financial statements as of September 30, 2018 , and for the three and nine months ended September 30, 2018 and 2017 , are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission, and include, in the opinion of the Company, normal recurring adjustments necessary for a fair presentation in conformity with accounting principles generally accepted in the United States (“GAAP”) of the results for the periods indicated, which, however, are not necessarily indicative of results which may be expected for the full year. The December 31, 2017 consolidated balance sheet data was derived from audited financial statements, but certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The interim condensed consolidated financial statements, and notes thereto, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2017 , and notes thereto, included in the Company’s annual report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on March 7, 2018 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its subsidiaries in which the Company has a controlling financial interest and three investment funds formed to fund the purchase and operation of solar energy systems, which are consolidated with the Company as variable interest entities (“VIE”). The Company uses a qualitative approach in assessing the consolidation requirement for VIEs. This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary in all of its operational VIEs. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues 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 loss, net, within stockholders’ equity. The Company prepares its financial statements in conformity with GAAP. 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 financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates and assumptions used in these condensed consolidated financial statements relate to management’s estimates of final construction contract profit in accordance with accounting for long-term contracts, allowance for doubtful accounts, inventory reserves, realization of project development costs, fair value of derivative financial instruments, accounting for business acquisitions, stock-based awards, impairment of long-lived assets, income taxes, self insurance reserves and potential liability in conjunction with certain commitments and contingencies. Actual results could differ from those estimates. The Company is self-insured for employee health insurance. The maximum exposure in fiscal year 2018 under the plan is $100 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 the Company’s 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. The Company’s estimated accrual for this liability could be different than its 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 includes 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. The Company maintains 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 8. Restricted Cash Restricted cash consists of cash and cash equivalents held in an escrow account in association with construction draws for energy savings performance contracts (“ESPC”), construction of energy assets, operations and maintenance (“O&M”) reserve accounts and cash collateralized letters of credit as well as cash required under term loans to be maintained in debt service reserve accounts until all obligations have been indefeasibly paid in full. These accounts are primarily invested in highly liquid money market funds. 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 8. Restricted cash also includes funds held for clients, which represent assets that, based upon the Company’s 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 the Company’s enterprise energy management services. As of September 30, 2018 and December 31, 2017 , the Company classified the non-current portion of restricted cash of $19,025 and $20,092 , respectively, in other assets on its consolidated balance sheets. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management’s evaluation of outstanding accounts receivable. Bad debts are written off against the allowance when identified. Changes in the allowance for doubtful accounts are as follows: Nine Months Ended September 30, 2018 2017 Allowance for doubtful accounts, beginning of period $ 3,315 $ 7,836 Charges to costs and expenses 483 68 Account write-offs and other (361 ) (4,088 ) Allowance for doubtful accounts, end of period $ 3,437 $ 3,816 During the year ended ended December 31, 2016, the Company reserved for certain assets related to a customer who declared bankruptcy. Of this amount, $2,394 was recorded as an allowance for doubtful accounts in accounts receivable, net. During 2017 a settlement was reached with this customer and the Company has no additional exposure for the remaining receivables. 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. The Company classifies as a current asset those retainages that are expected to be billed in the next twelve months. No amounts were determined to be uncollectible as of September 30, 2018 and December 31, 2017 . 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 Prepaid expenses consist primarily of short-term prepaid expenditures that will amortize within one year. Federal ESPC Receivable Federal ESPC receivable represents the amount to be paid by various federal government agencies for work performed and earned by the Company under specific ESPCs. The Company assigns certain of its rights to receive those payments to third-party investors 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 the Company’s condensed consolidated financial statements. Project Development Costs The Company capitalizes as project development costs 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. The Company classifies as a current asset those project development efforts that are expected to proceed to construction activity in the twelve months that follow. The Company periodically reviews these balances and writes off any amounts where the realization of the related revenue is no longer probable. Project development costs of $3,921 and $1,524 were included in other long-term assets as at September 30, 2018 and December 31, 2017, respectively. Property and Equipment Property and equipment consists 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 to five years 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 (loss). Energy Assets Energy assets consist of costs of materials, direct labor, interest costs, outside contract services, deposits and project development costs incurred in connection with the construction of small-scale renewable energy plants that the Company owns. These amounts are capitalized and amortized to cost of revenues in the Company’s consolidated statements of income (loss) on a straight line basis over the lives of the related assets or the terms of the related contracts. The Company capitalizes interest costs relating to construction financing during the period of construction. Capitalized interest is included in energy assets, net in the Company’s consolidated balance sheets. Capitalized interest is amortized to cost of revenues in the Company’s consolidated statements of income (loss) on a straight line basis over the useful life of the associated energy asset. There was $638 and $925 of interest capitalized for the three months ended September 30, 2018 and 2017 , respectively. There was $2,376 and $3,452 of interest capitalized for the nine months ended September 30, 2018 and 2017 , respectively. Routine maintenance costs are expensed in the current year’s consolidated statements of income (loss) to the extent that they do not extend the life of the asset. Major maintenance, upgrades and overhauls are required for certain components of the Company’s assets. In these instances, the costs associated with these upgrades are capitalized and are depreciated over the shorter of the remaining life of the asset or the period until the next required major maintenance or overhaul. Included in energy assets are capital lease assets and accumulated depreciation of capital lease assets. The Company evaluates its long-lived 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 the Company’s 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. The Company evaluates 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, the Company recognizes an impairment loss for the amount that the carrying value exceeds the fair value. From time to time, the Company has 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. If the Company disposes of the property, or the property ceases to qualify as specified energy property, within five years from the date the property is placed in service, then a prorated portion of the Section 1603 payment must be repaid. The Company did not receive any Section 1603 grants during the nine months ended September 30, 2018 or September 30, 2017 . No further Section 1603 grant payments are expected to be received as the program has expired. 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. Deferred grant income of $6,774 and $7,188 recorded in the accompanying consolidated balance sheets as of September 30, 2018 and December 31, 2017 , respectively, represents the benefit of the basis difference to be amortized to income tax expense over the life of the related property. Deferred Financing Fees Deferred financing fees relate to the external costs incurred to obtain financing for the Company. Deferred financing fees are amortized over the respective term of the financing using the effective interest method, with the exception of the Company’s revolving credit facility and construction loans, as discussed in Note 13, for which deferred financing fees are amortized on a straight-line basis over the term of the agreement. Deferred financing fees are presented on the consolidated balance sheets as a reduction to long-term debt and capital lease liabilities. Goodwill and Intangible Assets The Company has classified as goodwill the amounts paid in excess of fair value of the net assets (including tax attributes) of companies acquired in purchase transactions. The Company has recorded intangible assets related to customer contracts, customer relationships, non-compete agreements, trade names and technology, each with defined useful lives. The Company assesses the impairment of goodwill and intangible assets that have indefinite lives on an annual basis (December 31 st ) and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Goodwill is reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The process of evaluating the potential impairment of goodwill requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends, restructuring actions and projections of future results. T he Company estimates the reporting units fair value and compares it with the carrying value of the reporting unit, including goodwill. If the fair value is greater than the carrying value of its reporting unit, no impairment is recorded. Fair value is determined using both an income approach and a market approach. The estimates and assumptions used in the Company’s calculations include revenue growth rates, expense growth rates, expected capital expenditures to determine projected cash flows, expected tax rates and an estimated discount rate to determine present value of expected cash flows. These estimates are based on historical experiences, the Company’s projections of future operating activity and its weighted-average cost of capital. 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 (loss). Judgment is required in determining whether an event has occurred that may impair the value of goodwill or identifiable intangible assets. Acquired intangible assets other than goodwill that are subject to amortization include customer contracts and customer relationships, as well as software/technology, trade names and non-compete agreements. The intangible assets are amortized over periods ranging from one to fifteen years from their respective acquisition dates. The Company evaluates its intangible assets for impairment consistent with, and part of, their long-lived assets evaluation, as discussed in Energy Assets above. See Note 5 for additional disclosures. Other Assets Other assets consist primarily of notes and contracts receivable due to the Company from various customers and non-current restricted cash. Other assets also include, the fair value of derivatives determined to be assets, the non-current portion of project development costs, accounts receivable retainages, sale-leaseback deferred loss and deferred contract costs. Asset Retirement Obligations The Company recognizes a liability for the fair value of required asset retirement obligations (“AROs”) when such obligations are incurred. The liability is estimated on a number of assumptions requiring management’s judgment, including equipment removal costs, site restoration costs, salvage costs, cost inflation rates and discount rates and is credited to its projected future value over time. The capitalized asset is depreciated using the convention of depreciation of plant 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 (loss). As of September 30, 2018 and December 31, 2017 , the Company had no ARO liabilities recorded. Federal ESPC Liabilities Federal ESPC liabilities, for both projects and energy assets, represent the advances received from third-party investors 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, upon completion and acceptance of the project by the government, typically within 24 to 36 months of construction commencement, the ESPC receivable from the government and corresponding ESPC liability is eliminated from the Company’s consolidated balance sheet. Until recourse to the Company ceases for the ESPC receivables transferred to the investor, upon final acceptance of the work by the government customer, the Company remains the primary obligor for financing received. For small-scale energy assets developed for the government customer that the Company owns and operates, upon final acceptance of the work by the government customer, the Company remains the primary obligor for financing received and the liability is eliminated from the Company’s consolidated balance sheet as contract payments assigned by the customer are transferred to the investor. Sale-Leaseback During the first quarter of 2015, the Company entered into an agreement with an investor which gives the Company the option to sell and contemporaneously lease back solar photovoltaic (“solar PV”) projects. In September 2016, the Company amended this agreement to increase the investor’s commitment up to a maximum combined funding amount of $100,000 through June 30, 2017 on certain projects. In May 2017, the Company amended this agreement to extend the end date of the agreement to June 30, 2018. Additionally, the Company sold and contemporaneously leased back one solar PV project to another investor, not a party to the master lease agreement, under a new agreement during the nine months ended September 30, 2017. During the third quarter of 2018, the Company entered into an agreement with an investor which gives the Company the option to sell and contemporaneously lease back solar photovoltaic (“solar PV”) projects through August 2019 up to a maximum funding amount of $100,000 . During the three and nine months ended September 30, 2018 the Company entered into two sale-leaseback agreements. See below for a summary of solar PV project sales in prior year under our sale-leaseback agreements under this facility: Quarter Ended # Solar PV Projects Sold (actual #’s)_ Sale Price Deferred Gain Recorded Deferred Loss Recorded Capital Lease Asset/Liability Recorded Initial Lease Term (years) Minimum Lease Payment Maximum Lease Payment September 30, 2018 2 $ 5,145 $ 611 $ — $ 2,591 20 $ 1 $ 738 September 30, 2017 3 $ 9,157 $ 642 $ — $ 4,114 20 $ 13 $ 231 As part of these agreements, the Company was a party to master lease agreements that provides for the sale of solar PV projects to a third-party investor and the simultaneous leaseback of the projects, which the Company then operates and maintains, recognizing revenue through the sale of the electricity and solar renewable energy credits generated by these projects. In sale-leaseback arrangements, the Company first determines whether the solar PV project under the sale-leaseback arrangement is “integral equipment.” A solar PV project is determined to be integral equipment when the cost to remove the project from its existing location, including the shipping and reinstallation costs of the solar PV project at the new site, including any diminution in fair value, exceeds 10% of the fair value of the solar PV project at the time of its original installation. When the leaseback arrangement expires, the Company has the option to purchase the solar PV project for the then fair market value or, in certain circumstances, renew the lease for an extended term. All solar PV projects sold to date under the sale-leaseback program have been determined by the Company not to be integral equipment as the cost to remove the project from its existing location would not exceed 10% of its original fair value. For solar PV projects that the Company has determined not to be integral equipment, the Company then determines if the leaseback should be classified as a capital lease or an operating lease. All solar PV projects sold to date under the sale-leaseback program have been determined by the Company to be capital leases. For leasebacks classified as capital leases, the Company initially records a capital lease asset and capital lease obligation in its consolidated balance sheet equal to the lower of the present value of the Company’s future minimum leaseback payments or the fair value of the solar PV project. For capital leasebacks, the Company defers any gain or loss, representing the excess or shortfall of cash received from the investor compared to the net book value of the asset in the Company’s consolidated balance sheet at the time of the sale. The Company records the long term portion of any deferred gain or loss in other liabilities and other assets, respectively, and the current portion of any deferred gain and loss in accrued expenses and other current liabilities and prepaid expenses and other current assets, respectively, in its consolidated balance sheet and amortizes the deferred amounts over the lease term in cost of revenues in its consolidated statements of income (loss). Net amortization expense in cost of revenues related to deferred gains and losses was $(48) and $(25) of net gains for the three months ended September 30, 2018 and 2017 , respectively. Net amortization expense in cost of revenues related to deferred gains and losses was $(153) and $(49) of net gains for the nine months ended September 30, 2018 and 2017 , respectively. A summary of amounts related to sale leasebacks in the Company’s consolidated balance sheets is as follows: September 30, December 31, 2018 2017 Capital lease assets, net $ 38,782 $ 36,676 Deferred loss, short-term, net 115 118 Deferred loss, long-term, net 1,946 2,054 Total deferred loss $ 2,061 $ 2,172 Capital lease liabilities, short-term 4,838 4,157 Capital lease liabilities, long-term 31,897 30,712 Total capital lease liabilities $ 36,735 $ 34,869 Deferred gain, short-term, net 344 338 Deferred gain, long-term, net 5,935 5,835 Total deferred gain $ 6,279 $ 6,173 Other Liabilities Other liabilities consist primarily of deferred revenue related to multi-year operation and maintenance contracts which expire at various dates through 2033 . Other liabilities also include the fair value of derivatives and the long term portion of sale-leaseback deferred gains. S ee Note 9 for additional disclosures. Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” (Topic 606) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Company recorded an adjustment to retained earnings on January 1, 2018 due to the cumulative impact of adopting Topic 606. See Note 3 "Revenue from Contracts with Customers" for the required disclosures related to the impact of adopting this standard and a discussion of the Company's updated policies related to revenue recognition discussed below. The Company derives revenues from energy efficiency and renewable energy products and services. Energy efficiency products and services 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 products and services include the construction of small-scale plants that produce electricity, gas, heat or cooling from renewable sources of energy, the sale of such electricity, gas, heat or cooling from plants that the Company owns, and the sale and installation of solar energy products and systems. Below is a description of the Company’s primary lines of business. Projects - The Company’s principal service relates to energy efficiency projects, which entails the design, engineering and installation of, and assisting with the arranging of financing for an ever-increasing array of innovative technologies and techniques to improve the energy efficiency, and control the operation, of a building’s energy- and water- consuming systems. In certain projects, the Company also designs and constructs for a customer 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. Under Topic 606 requirements, the Company recognizes revenue from the installation or construction of projects over time using the cost-based input method. The Company uses the total costs incurred on the the project relative to the total expected costs to satisfy the performance obligation. When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Operations & Maintenance (“O&M”) - After an energy efficiency or renewable energy project is completed, the Company often provides 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, the Company frequently maintains staff on-site to perform these services. Maintenance revenue is recognized using the input method to recognize revenue. In most cases, O&M fees are fixed annual fees. Because the Company is on-site to perform O&M services, the 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), the Company records the revenue on a straight-line basis. Some O&M service contract fees are billed on time expended. In those cases, revenue is recorded based on the time expended in that month. Energy Assets - The Company’s service offerings also includes the sale of electricity, processed renewable gas fuel, heat or cooling from the portfolio of assets that the Company owns and operates. The Company has constructed and is currently designing and constructing a wide range of renewable energy plants using landfill gas (“LFG”), wastewater treatment biogas, solar, biomass, other bio-derived fuels, wind and hydro sources of energy. Most of the Company’s renewable energy projects to date have involved the generation of electricity from solar PV and LFG or the sale of processed LFG. The Company purchases the LFG that otherwise would be combusted or vented, processes it, and either sells it or uses it in its energy plants. The Company has also designed and built, as well as owns, operates and maintains, plants that take biogas generated in the anaerobic digesters of wastewater treatment plants and turns 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. Where the Company owns and operates energy producing assets, the Company typically enters into a long-term power purchase agreement (“PPA”) for the sale of the energy. Many of the Company’s energy assets also produce environmental attributes, commonly referred to as renewable energy credits (“RECs”). In most cases, the Company sells RECs under separate agreements with third parties other than the PPA customer. The Company recognizes revenues from the sale and delivery of the energy output from renewable energy plants, over time as produced and delivered to the customer, in accordance with specific PPA contract terms. REC revenue is recognized at a point in time, when the RECs are transferred to the customer in accordance with the transfer protocols of the REC market that the Company operates in. In those cases where RECs are sold to the same customer as the energy output, the Company records revenue monthly for both the energy output and the REC output, as generated and delivered to the customer. = Other - The Company’s service and product offerings also include integrated-PV and consulting and enterprise energy management services. The Company recognizes revenues from delivery of engineering, consulting services and enterprise energy management services over time. For the sale of solar materials, revenue is recognized at a point in time when the Company has transferred physical control of the asset to the customer upon shipment. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. Billings in excess of cost and estimated earnings represents advanced billings on certain construction contracts. Costs and estimated earnings in excess of billings represent certain amounts under customer contracts that were earned and billable but not invoiced. Cost of Revenues Cost of revenues include 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 the Company’s contracts have fixed price terms; however, in some cases the Company negotiates protections, such as a cost-plus structure, to mitigate the risk of rising prices for materials, services and equipment. Cost of revenues also include the costs of maintaining and operating the small-scale renewable energy plants that the Company owns, including the cost of fuel (if any) and depreciation charges. I |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Adoption On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, (Topic 606) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Company recorded a net decrease to beginning retained earnings of $4,454 on January 1, 2018 due to the cumulative impact of adopting Topic 606, as detailed below. January 1, 2018 As Reported 606 Adjustments Adjusted Balances Assets: Costs and estimated earnings in excess of billings $ 104,852 $ (9,194 ) $ 95,658 Prepaid expenses and other current assets 14,037 4,343 18,380 Deferred income taxes, net — 1,003 1,003 Liabilities: Accrued expenses and other current liabilities 23,260 1,190 24,450 Deferred income taxes, net 584 (584 ) — Shareholders' Equity: Retained earnings 235,844 (4,454 ) 231,390 In accordance with Topic 606, the disclosure of the impact of adoption to the Company’s condensed consolidated statements of income (loss) and balance sheets was as follows: Impact of changes in accounting policies Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As Reported Balances without adoption of Topic 606 Effect of Change Higher/(Lower) As Reported Balances without adoption of Topic 606 Effect of Change Higher/(Lower) Revenues $ 205,375 $ 206,048 $ (673 ) $ 569,767 $ 568,985 $ 782 Cost of revenues 159,213 157,476 1,737 445,356 441,973 3,383 Gross profit 46,162 48,572 (2,410 ) 124,411 127,012 (2,601 ) Operating expenses: Selling, general and administrative expenses 28,866 28,866 — 84,871 84,871 — Operating income 17,296 19,706 (2,410 ) 39,540 42,141 (2,601 ) Other expenses, net 3,244 3,244 — 10,754 10,754 — Income before provision for income taxes 14,052 16,462 (2,410 ) 28,786 31,387 (2,601 ) Income tax provision 3,351 3,493 (142 ) 1,879 2,040 (161 ) Net income 10,701 12,969 (2,268 ) 26,907 29,347 (2,440 ) Net income attributable to redeemable non-controlling interests — — — (516 ) (516 ) — Net income attributable to common shareholders $ 10,701 $ 12,969 $ (2,268 ) $ 26,391 $ 28,831 $ (2,440 ) Basic income per share $ 0.23 $ 0.28 $ (0.05 ) $ 0.58 $ 0.63 $ (0.05 ) Diluted income per share $ 0.23 $ 0.28 $ (0.05 ) $ 0.57 $ 0.62 $ (0.05 ) September 30, 2018 As Reported Balances without adoption of Topic 606 Effect of Change Higher/(Lower) Assets: Costs and estimated earnings in excess of billings $ 66,471 $ 74,886 $ (8,415 ) Prepaid expenses and other current assets 13,123 12,196 927 Liabilities: Accrued expenses and other current liabilities 28,067 26,910 1,157 Deferred income taxes, net 3,453 5,202 (1,749 ) Shareholders' Equity: Retained earnings 258,213 265,110 (6,897 ) The impact in revenue recognition due to the adoption of Topic 606 is primarily from the timing of revenue recognition for uninstalled materials, amortization of contract acquisition costs over the contract term, and timing of revenue recognition from renewable energy credits. See Note 2 for a summary of the Company’s significant policies for revenue recognition. Disaggregation of Revenue The following table provides information about disaggregated revenue by line of business, reportable segments, and geographical region for the three and nine months ended September 30, 2018 . US Regions U.S. Federal Canada Non-Solar DG All Other Total Line of Business Three Months Ended September 30, 2018 Project revenue $ 77,345 $ 49,762 $ 9,206 $ 1,268 $ 4,074 $ 141,655 O&M revenue 4,432 10,733 15 2,006 — 17,186 Energy assets 4,064 1,507 921 18,790 222 25,504 Other 561 376 1,462 74 18,557 21,030 Total revenues $ 86,402 $ 62,378 $ 11,604 $ 22,138 $ 22,853 $ 205,375 Nine months ended September 30, 2018 Project revenue $ 223,662 $ 135,037 $ 21,459 $ 3,368 $ 8,844 $ 392,370 O&M revenue 12,396 29,477 34 6,260 — 48,167 Energy assets 12,844 3,416 2,304 50,405 821 69,790 Other 969 447 4,669 143 53,212 59,440 Total revenues $ 249,871 $ 168,377 $ 28,466 $ 60,176 $ 62,877 $ 569,767 Geographical Regions Three Months Ended September 30, 2018 United States $ 86,402 $ 62,378 $ 419 $ 22,138 $ 17,445 $ 188,782 Canada — — 11,185 — 33 11,218 Other — — — — 5,375 5,375 Total revenues $ 86,402 $ 62,378 $ 11,604 $ 22,138 $ 22,853 $ 205,375 Nine months ended September 30, 2018 United States $ 249,871 $ 168,377 $ 1,587 $ 60,176 $ 51,336 $ 531,347 Canada — — 26,879 — 261 27,140 Other — — — — 11,280 11,280 Total revenues $ 249,871 $ 168,377 $ 28,466 $ 60,176 $ 62,877 $ 569,767 Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: January 1, 2018 September 30, 2018 Accounts receivable, net $ 85,121 $ 90,378 Accounts receivable retainage, net 17,484 14,401 Contract Assets: Costs and estimated earnings in excess of billings 95,658 66,471 Contract Liabilities: Billings in excess of cost and estimated earnings 27,248 39,533 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. The Company classifies as a current asset those retainages that are expected to be billed in the next twelve months. 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. Contract assets represent the Company’s rights to consideration in exchange for services transferred to a customer that have not been billed as of the reporting date. The Company’s rights to consideration are generally unconditional at the time its performance obligations are satisfied. At the inception of a contract, the Company expects the period between when it satisfies its performance obligations, and when the customer pays for the services, will be one year or less. As such, the Company has elected to apply the practical expedient which allows the Company to not adjust the promised amount of consideration for the effects of a significant financing component, when a financing component is present. When the Company receives 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, the Company records deferred revenue, which represents a contract liability. Such deferred revenue typically results from billings in excess of costs incurred and advance payments received on project contracts. As of September 30, 2018 , the Company classified $7,017 as a non-current liability, included in other liabilities on the consolidated balance sheets, for those performance obligations expected to be completed beyond the next twelve months. The decrease in contract assets for the nine months ended September 30, 2018 was primarily due to billings of approximately $398,917 , offset in part by revenue recognized of $344,768 . The change in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, exceeding reductions from recognition of revenue as performance obligations were satisfied. For the nine months ended September 30, 2018 , the Company recognized revenue of $116,892 , and billed customers $119,961 , that was previously included in the beginning balance of contract liabilities. Changes in contract liabilities are also driven by reclassifications to or from contract assets as a result of timing of customer payments. Contracts are often modified for a change in scope or other requirements. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s 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 catchup basis. The Company elected to utilize the modified retrospective transition practical expedient which allows the Company to evaluate the impact of contract modifications as of the adoption date rather than evaluating the impact of the modifications at the time they occurred prior to the adoption date. 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 in ASC Topic 606. Performance obligations are satisfied as of a point in time or over time and are supported by contracts with customers. For most of the Company’s contracts, there are multiple promises of goods or services. Typically, the Company provides 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, the Company considers the bundle of goods and services to be a single performance obligation. The Company 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 the Company separates the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, the Company allocates 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. Backlog - The Company’s remaining performance obligations (hereafter referred to as “backlog”) represent the unrecognized revenue value of the Company’s contract commitments. The Company’s backlog may vary significantly each reporting period based on the timing of major new contract commitments and the backlog may fluctuate with currency movements. In addition, our customers have the right, under some circumstances, to terminate contracts or defer the timing of the Company’s services and their payments to us. At September 30, 2018 , the Company had backlog of approximately $1,757,000 . Approximately 26% , of our September 30, 2018 backlog is anticipated to be recognized as revenue in the next twelve months and the remaining, thereafter. The Company has 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 the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. Contract acquisition costs: In connection with the adoption of Topic 606, the Company is required to account for certain acquisition cost over the life of the contract, consisting primarily of commissions when paid. Commission costs are incurred commencing at contract signing. Commission costs are allocated across all performance obligations and deferred and amortized over the contract term on a progress towards completion basis. As of January 1, 2018, the Company capitalized $927 in commission costs related to contracts that were not completed. For contracts that have a duration of less than one year, the Company follows a practical expedient and expenses these costs when incurred. During the three and nine months ended September 30, 2018 , the amortization of commission costs related to contracts were not material and have been included in the accompanying consolidated statements of income (loss). Additionally, no impairment charges in connection with the Company’s commission costs or project development costs were recorded during the period ended September 30, 2018 . The Company analyzed the impact of adoption of Topic 606 on the Company’s project development costs and determined no change in the Company’s accounting policy was required . In the three and nine months ended September 30, 2018 , $7,561 and $13,571 , respectively, of project development costs were recognized in the consolidated statement of income (loss) on projects that converted to customer contracts. |
Business Acquisitions and Relat
Business Acquisitions and Related Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions and Related Transactions | BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, Business Combinations. The purchase price for each has been allocated to the assets based on their estimated fair values at the date of each acquisition as set forth in the table below. The excess purchase price over the estimated fair value of the net assets, which are calculated using level 3 inputs per the fair value hierarchy as defined in Note 8, acquired has been recorded as goodwill. Intangible assets, if identified, have been recorded and are being amortized over periods ranging from one to fifteen years. See Note 5 for additional information. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. Certain amounts below are provisional based on our best estimates using information available as of the reporting date. The Company is waiting for information to become available to finalize its valuation of certain elements of this transaction. Specifically, the assigned values for energy assets, intangibles, and goodwill are provisional in nature and subject to change upon the completion of the final valuation of such elements. In January 2017, the Company acquired two solar PV projects currently under construction as well as associated construction loan agreements with a bank for use in providing non-recourse financing for these acquired solar PV projects currently under construction. The Company paid $2,409 to acquire the assets under construction, and assumed $5,635 of associated non-recourse financing. The pro-forma effects of this acquisition on our operations are not material. During the nine months ended September 30, 2018 , in order to expand its portfolio of energy assets, the Company acquired five solar projects from two developers for total consideration of $63,119 , which included contingent consideration of $4,022 that will be paid upon final completion of the respective projects between the end of 2018 and throughout 2019. None of the contingent consideration has been paid to date. For all these projects, as of September 30, 2018, the Company has paid $59,097 to the developers of the projects. The Company also entered into a definitive agreement to acquire another solar project from one of the same developers. The total consideration for this solar project is $3,019 . As of September 30, 2018 , the Company has paid $916 to the developer of this project. During the nine months ended September 30, 2018 , the Company completed an acquisition of certain assets of Washington, DC based mechanical, electrical, plumbing, and fire protection design company, JVP Engineers, P.C. The consideration consisted of $2,326 , of which, $1,901 has been paid to date. The remaining balance is attributed to a contingent consideration holdback contingent on the collection of certain receivables and will be be paid fifteen months from the completion of the acquisition. No debt was assumed or cash acquired in the transaction. The pro-forma effects of this acquisition on our operations are not material. During the nine months ended September 30, 2018 , the Company completed an acquisition of certain assets of the Hawaii-based building science and design engineering consulting firm, Chelsea Group Limited. The consideration consisted of $1,691 of cash and potential contingent consideration of up to $2,000 based upon meeting certain future revenue targets over the next five years. The final purchase price is subject to a net working capital adjustment, dependent on the level of working capital at the acquisition date, that has not been finalized yet. The fair value of the contingent consideration was $555 as of the date of acquisition. No debt was assumed or cash acquired in the transaction. The pro-forma effects of this acquisition on our operations are not material. A summary of the cumulative consideration paid and the allocation of the purchase price of all of the acquisitions in each respective year is as follows: 2018 2017 Accounts receivable $ 793 $ — Prepaid expenses and other current assets 11 256 Property and equipment and energy assets 63,119 7,788 Intangibles 680 — Goodwill 3,042 — Accounts payable (42 ) — Purchase price $ 67,687 $ 8,044 Total, net of cash received $ 67,687 $ 8,044 Debt assumed $ — $ 5,635 Total fair value of consideration $ 67,687 $ 2,409 The results of the acquired assets since the dates of the acquisitions have been included in the Company’s operations as presented in the accompanying consolidated statements of income (loss), consolidated statements of comprehensive income (loss) and consolidated statements of cash flows. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS The changes in the carrying value of goodwill attributable to each reportable segment are as follows: U.S. Regions U.S. Federal Canada Non-solar DG Other Total Balance, December 31, 2017 $ 24,759 $ 3,375 $ 3,494 $ — $ 24,507 $ 56,135 Goodwill acquired during the year 1,611 1,431 — — — 3,042 Currency effects — — (96 ) — (228 ) (324 ) Balance, September 30, 2018 $ 26,370 $ 4,806 $ 3,398 $ — $ 24,279 $ 58,853 Accumulated Goodwill Impairment Balance, December 31, 2017 $ — $ — $ (1,016 ) $ — $ — $ (1,016 ) Accumulated Goodwill Impairment Balance, September 30, 2018 $ — $ — $ (1,016 ) $ — $ — $ (1,016 ) The Company completed two acquisitions during the nine months ended September 30, 2018 , which resulted in a $3,042 increase in goodwill. Since the Company’s annual goodwill impairment test there have been no events that would have triggered a need for an interim impairment test. Separable intangible assets that are not deemed to have indefinite lives are amortized over their useful lives. The Company annually assesses whether a change in the life over which the Company’s assets are amortized is necessary, or more frequently if events or circumstances warrant. Acquired intangible assets other than goodwill that are subject to amortization include customer contracts, customer relationships, non-compete agreements, technology and trade names. Customer contracts are amortized ratably over the period of the acquired customer contracts ranging in periods from approximately one to five years. All other acquired intangible assets are amortized over periods ranging from approximately four to fifteen years, as defined by the nature of the respective intangible asset. The Company completed an acquisition during the nine months ended September 30, 2018 which resulted in a $500 increase in customer relationships, which will be amortized over an eight year period. The Company completed another acquisition during the nine months ended September 30, 2018 which resulted in a $180 increase in customer contracts, which will be amortized over a two year period. The gross carrying amount and accumulated amortization of intangible assets are as follows: As of September 30, As of December 31, 2018 2017 Gross Carrying Amount Customer contracts $ 7,888 $ 7,786 Customer relationships 12,195 11,863 Non-compete agreements 3,029 3,052 Technology 2,737 2,751 Trade names 544 546 26,393 25,998 Accumulated Amortization Customer contracts 7,708 7,786 Customer relationships 10,151 9,557 Non-compete agreements 3,028 3,048 Technology 2,665 2,642 Trade names 526 525 24,078 23,558 Intangible assets, net $ 2,315 $ 2,440 Amortization expense related to customer contracts is included in cost of revenues in the consolidated statements of income (loss). Amortization expense related to all other acquired intangible assets is included in selling, general and administrative expenses in the consolidated statements of income (loss). Amortization expense for the three months ended September 30, 2018 and 2017 related to customer contracts was $0 and $8 , respectively. Amortization expense for the nine months ended September 30, 2018 and 2017 related to customer contracts was $0 and $23 , respectively. Amortization expense for the three months ended September 30, 2018 and 2017 related to all other acquired intangible assets was $269 and $358 , respectively. Amortization expense for the nine months ended September 30, 2018 and 2017 related to all other acquired intangible assets was $771 and $1,059 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The provision for income taxes was $3,351 and $3,881 for the three months ended September 30, 2018 and 2017 , respectively. The provision for income taxes was $1,879 and $4,296 for the nine months ended September 30, 2018 and 2017 , respectively. The estimated 2018 effective tax rate is 23.8% for the three months ended September 30, 2018 compared to a 30.6% estimated annual effective tax rate for the three months ended September 30, 2017 . The estimated 2018 effective tax rate was 6.5% for the nine months ended September 30, 2018 compared to a 24.8% estimated annual effective tax rate for the nine months ended September 30, 2017 . The principal reason for the difference between the statutory rate and the estimated annual effective rate for 2018 were the effects of a $ 5,900 benefit of the 2017 Section 179D deduction, which was extended in February 2018 and treated as a discrete event in the year to date period, and the use of investment tax credits to which the Company is entitled from owned plants. The principal reason for the difference between the statutory rate and the estimated annual effective rate for 2017 were the effects of investment tax credits to which the Company is entitled from owned plants. The investment tax credits and production tax credits to which the Company may be entitled fluctuate from year to year based on the cost of the renewable energy plants the Company places or expects to place in service and production levels at company owned facilities in that year. As part of the Bipartisan Budget Act signed into law on February 9, 2018 the Section 179D deduction for 2017 was retroactively extended. The Section 179D deduction expired on December 31, 2017. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: Gross Unrecognized Tax Benefits Balance, December 31, 2017 $ 600 Additions for prior year tax positions — Settlements with tax authorities — Reductions of prior year tax positions — Balance, September 30, 2018 $ 600 At September 30, 2018 and December 31, 2017 , the Company had approximately $600 of total gross unrecognized tax benefits. At September 30, 2018 and December 31, 2017 , the Company had approximately $80 of total gross unrecognized tax benefits (net of the federal benefit on state amounts) representing the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods. The 2017 Tax Cuts and Jobs Act (the “2017 Tax Act”) was signed into law on December 22, 2017. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%. The 2017 Tax Act also enhanced and extended through 2026 the option to claim accelerated depreciation deductions on qualified property. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Legislation. The Company has recognized the provisional tax impacts related to the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. As of December 31, 2017, the Company has substantially completed its accounting for the tax effects of the 2017 Tax Act. If revisions are needed as new information becomes available, the final determination of the deemed re-measurement of the Company’s deferred assets and liabilities, the deemed mandatory repatriation or other applicable provisions of the Tax Legislation will be completed as additional information becomes available, but no later than one year from the enactment of the 2017 Tax Act. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company also is involved in a variety of claims and other legal proceedings generally incidental to its normal business activities. While the outcome of any of these proceedings cannot be accurately predicted, the Company does not believe the ultimate resolution of any of these existing matters would have a material adverse effect on its financial condition or results of operations. Commitments as a Result of Acquisitions Related to the Company's acquisition of Energy Excel LLP (“EEX”)in the second quarter of 2014, the former owners of EEX, who are now employees of the Company, may be entitled to receive up to 4,500 GBP ( $5,861 converted as of September 30, 2018 ) in additional consideration, accounted for as compensation for post-combination services, if the acquired business meets certain financial performance milestones through December 31, 2018. No amounts were accrued as of September 30, 2018 and December 31, 2017 , respectively, as milestones are not considered likely to be achieved. During the nine months ended September 30, 2018 , the Company completed an acquisition which provided for a $ 425 cash consideration holdback contingent upon the Company collecting certain acquired receivables. The contingent consideration will be paid fifteen months from the completion of the acquisition and is recorded in the other liabilities line on the consolidated balance sheets. During the nine months ended September 30, 2018 , the Company completed an acquisition which provided for a revenue earn-out contingent upon the acquired business meeting certain cumulative revenue targets over the next five years. The Company evaluated financial forecasts of the acquired business and concluded that the fair value of this earn-out is approximately $555 , which is recorded in the other liabilities on the consolidated balance sheets. The contingent consideration will be paid yearly, commencing in 2020, if any of the cumulative revenue targets are achieved and the fair value of the earn-out will be periodically re-evaluated and adjustments will be recorded as needed. During the nine months ended September 30, 2018 , the Company completed the acquisition of five solar projects that included contingent consideration of $4,022 that will be paid upon final completion of the respective projects between the end of 2018 and throughout 2019. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | FAIR VALUE MEASUREMENT The Company recognizes its 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 upon unadjusted quoted prices for identical instruments traded in active markets. Level 2: Inputs are based upon 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 the Company’s financial instruments measured at fair value on a recurring basis: Fair Value as of September 30, December 31, Level 2018 2017 Assets: Interest rate swap instruments 2 $ 1,494 $ 233 Commodity swap instruments 2 34 — Total assets $ 1,528 $ 233 Liabilities: Interest rate swap instruments 2 $ 1,548 $ 3,529 Commodity swap instruments 2 46 — Interest make-whole provisions 2 1,488 — Contingent revenue earn-out 3 555 — Total liabilities $ 3,637 $ 3,529 The fair value of the Company’s interest rate swaps was determined using a cash flow analysis on the expected cash flow of the contract in combination with observable market-based inputs, including interest rate curves and implied volatilities. As part of this valuation, the Company 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 the Company’s commodity swaps was determined using a cash flow analysis on the expected cash flow of the contract in combination with observable forward price inputs obtained from a third-party pricing source. As part of this valuation, the Company considered the credit ratings of the counterparties to the commodity swaps to determine if a credit risk adjustment was required. The fair value of the Company’s make-whole provisions were 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 the Company’s contingent revenue earn-out was determined by evaluating the acquired company’s future financial forecasts and evaluating which, if any, of the cumulative revenue targets are likely to be met. The Company has 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 and probability-weighted cash flows. The Company determined the fair value of its contingent consideration obligations based on a probability-weighted income approach derived from financial performance estimates and probability assessments of the attainment of certain targets. The Company establishes discount rates to be utilized in its 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 operation targets, the Company utilizes data regarding similar milestone events from our own experience, while considering the inherent difficulties and uncertainties in developing a product. On a quarterly basis, the Company reassesses the probability factors associated with the financial, operational and technical targets for its contingent consideration obligations. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. The key assumptions as of September 30, 2018 related to the contingent consideration from the acquisition of certain assets used in the model include: discount rate of 18% for purposes of discounting the low and base case scenarios associated with achievement of the financial based earn-out. The probabilities assigned to these scenarios were 50% for both the low and base case scenarios. An increase or decrease in the probability of achievement of any scenario could result in a significant increase or decrease to the estimated fair value of the contingent consideration liability. The fair value of financial instruments is determined by reference to observable market data and other valuation techniques, as appropriate. At September 30, 2018 and December 31, 2017 the fair value of the Company’s long-term debt was estimated using discounted cash flows analysis, based on the Company’s 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 for the nine months ended September 30, 2018 and the year ended December 31, 2017. Based on the analysis performed, the fair value and the carrying value of the Company’s long-term debt, excluding capital leases, are as follows: As of September 30, 2018 As of December 31, 2017 Fair Value Carrying Value Fair Value Carrying Value Long-term debt value (Level 2) $ 213,632 $ 213,877 $ 160,108 $ 160,598 The Company is also required periodically to measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets, among other items. There were no assets recorded at fair value on a non-recurring basis at September 30, 2018 or December 31, 2017. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES At September 30, 2018 and December 31, 2017, the following table presents information about the fair value amounts of the Company’s derivative instruments is as follows: Derivatives as of September 30, 2018 December 31, 2017 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives Designated as Hedging Instruments: Interest rate swap contracts Other assets $ 1,428 Other assets $ 233 Interest rate swap contracts Other liabilities $ 1,548 Other liabilities $ 3,529 Derivatives Not Designated as Hedging Instruments: Interest rate swap contracts Other assets $ 66 Other assets $ — Interest rate swap contracts Other liabilities $ — Other liabilities $ — Commodity swap contracts Other assets $ 34 Other assets $ — Commodity swap contracts Other liabilities $ 46 Other liabilities $ — Interest make-whole provisions Other liabilities $ 1,488 Other liabilities $ — All but four of the Company’s freestanding derivatives were designated as hedging instruments as of September 30, 2018 and all but one of the Company’s derivatives were designated as hedging instruments as of December 31, 2017. The following tables present information about the effects of the Company’s derivative instruments on the consolidated statements of income (loss) and consolidated statements of comprehensive income (loss): Location of (Gain) Loss Recognized in Net Income (Loss) Amount of (Gain) Loss Recognized in Net Income (Loss) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Derivatives Designated as Hedging Instruments: Interest rate swap contracts Other expenses, net $ (41 ) $ (28 ) $ (166 ) $ (206 ) Derivatives not Designated as Hedging Instruments: Interest rate swap contracts Other expenses, net $ (271 ) $ — $ (344 ) $ — Commodity swap contracts Other expenses, net $ (33 ) $ — $ 12 $ — Interest make-whole provision Other expenses, net $ 16 $ — $ 16 $ — Nine Months Ended September 30, 2018 Derivatives Designated as Hedging Instruments: Accumulated loss in AOCI at the beginning of the period $ (2,197 ) Unrealized gain recognized in AOCI 2,300 Gain reclassified from AOCI to other expenses, net (166 ) Accumulated loss in AOCI at the end of the period $ (63 ) The followings tables present a listing of all the Company’s active derivative instruments as of September 30, 2018 : Active Interest Rate Swap Effective Date Expiration Date Initial Notional Amount ($) Status 15-Year, 3.19% Fixed June 2018 June 2033 $ 10,000 Designated 3-Year, 2.46% Fixed March 2018 December 2020 17,100 Not Designated 10-Year, 4.74% Fixed June 2017 December 2027 14,100 Designated 15-Year, 3.26% Fixed February 2023 December 2038 14,084 Designated 7-Year, 2.19% Fixed February 2016 February 2023 20,746 Designated 8-Year, 3.70% Fixed March 2020 June 2028 14,643 Designated 8-Year, 3.70% Fixed March 2020 June 2028 10,734 Designated 8-Year, 1.71% Fixed October 2012 March 2020 9,665 Designated 8-Year, 1.71% Fixed October 2012 March 2020 7,085 Designated 15-Year, 5.30% Fixed February 2006 February 2021 3,256 Designated 15.5-Year, 5.40% Fixed September 2008 March 2024 13,081 Designated Active Commodity Swap Effective Date Expiration Date Initial Notional Amount (Volume) Commodity Measurement Status 1-Year, $2.84 MMBtu Fixed May 2018 April 2019 323,390 MMBtus Not Designated 1-Year, $2.68 MMBtu Fixed May 2019 April 2020 437,004 MMBtus Not Designated 1-Year, $2.70 MMBtu Fixed May 2020 April 2021 435,810 MMBtus Not Designated Active Hybrid Instrument Effective Date Expiration Date Fair Value ($) Interest make-whole provisions June/August 2018 December 2038 $ 1,488 |
Investment Funds
Investment Funds | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Investment Funds | INVESTMENT FUNDS In each of September 2015, June 2017 and June 2018, the Company formed an investment fund with a different third party investor which granted the applicable investor ownership interests in the net assets of certain of the Company’s renewable energy project subsidiaries. The Company currently has three such investment funds each with a different third party investor. During the third quarter of 2015, the Company formed an investment fund for the purpose of funding the purchase and operation of a solar energy system. During the second quarter of 2017, the Company formed an additional investment fund for the purpose of funding the purchase and operation of a solar energy system. During the second quarter of 2018, the Company formed an additional investment fund for the purpose of funding the purchase and operation of a solar energy systems. The Company consolidates the investment funds, and all inter-company balances and transactions between the Company and the investment funds are eliminated in its consolidated financial statements. The Company determined that the investment funds meet the definition of a VIE. The Company uses a qualitative approach in assessing the consolidation requirement for VIEs that focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company has considered the provisions within the contractual arrangements that grant it 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. The Company considers that the rights granted to the other investors under the contractual arrangements are more protective in nature rather than participating rights. As such, the Company has determined it is the primary beneficiary of the VIEs for all periods presented. The Company evaluates its relationships with VIEs on an ongoing basis to ensure that it continues 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’ investors and Company’s subsidiaries as specified in contractual arrangements. Certain of these arrangements have call and put options to acquire the investors’ equity interest as specified in the contractual agreements. A summary of amounts related to the investment funds in the Company’s consolidated balance sheets is as follows: September 30, December 31, 2018 2017 Cash $ 3,515 $ 444 Restricted cash 1,690 1,553 Accounts receivable 554 328 Costs and estimated earnings in excess of billings 278 360 Prepaid expenses and other current assets 25 8 Energy assets, net 106,818 55,712 Accounts payable 3,891 764 Accrued liabilities 29 74 Other liabilities 1,543 75 Long term debt, net deferred financing fees 28,055 — |
Non-controlling Interests
Non-controlling Interests | 9 Months Ended |
Sep. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | NON-CONTROLLING INTERESTS Redeemable Non-controlling Interests The Company’s wholly owned subsidiary with a membership interest in the investment fund formed in the third quarter of 2015 has the right, beginning on the fifth anniversary of the final funding of the variable rate construction and term loans due 2023 and extending for six months , to elect to require the non-controlling interest holder to sell all of its membership units to the Company’s wholly owned subsidiary, a call option. The Company’s investment fund formed in the third quarter of 2015 also includes a right, beginning on the sixth anniversary of the final funding and extending for one year , for the non-controlling interest holder to elect to require the Company’s wholly owned subsidiary to purchase all of its membership interests in the fund, a put option. The Company’s wholly owned subsidiary with a membership interest in the investment fund formed in the second quarter of 2017 has the right, beginning on the fifth anniversary of the final funding of the non-controlling interest holder and extending for six months , to elect to require the non-controlling interest holder to sell all of its membership units to the Company’s wholly owned subsidiary, a call option. The Company’s investment fund formed in the second quarter of 2017 also includes a right, beginning on the sixth anniversary of the final funding and extending for one year , for the non-controlling interest holder to elect to require the Company’s wholly owned subsidiary to purchase all of its membership interests in the fund, a put option. The Company’s wholly owned subsidiary with a membership interest in the investment fund formed in the second quarter of 2018 has the right, beginning on the fifth anniversary of the final funding of the non-controlling interest holder and extending for six months , to elect to require the non-controlling interest holder to sell all of its membership units to the Company’s wholly owned subsidiary, a call option. The Company’s investment fund formed in the second quarter of 2018 also includes a right, beginning on the sixth anniversary of the final funding and extending for one year , for the non-controlling interest holder to elect to require the Company’s wholly owned subsidiary to purchase all of its membership interests in the fund, a put option. The purchase price for the funds investors’ interests under the call options is equal to the fair market value of such interest at the time the option is exercised. The call options are exercisable beginning on the date that specified conditions are met for each respective fund. None of the call options are expected to become exercisable prior to 2021. The purchase price for the funds investors’ interests in the investment funds under the put options is the lessor of fair market value at the time the option is exercised and a specified amount, ranging from $544 - $917 . The put options for these investment funds are exercisable beginning on the date that specified conditions are met for each respective fund. The put options are not expected to become exercisable prior to 2022. Because the put options represents redemption features that are not solely within the control of the Company, 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 at each reporting date (which is impacted by attribution under the HLBV method) or their estimated redemption value in each reporting period. At both September 30, 2018 and December 31, 2017 redeemable non-controlling interests were reported at their carrying value totaling $14,585 and $10,338 , respectively, as the carrying value at each reporting period was greater than the estimated redemption value. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Business Segment Information | BUSINESS SEGMENT INFORMATION The Company reports results under ASC 280, Segment Reporting. The Company’s reportable segments are U.S. Regions, U.S. Federal, Canada and Non-Solar Distributed Generation (“DG”). The Company’s U.S. Regions, U.S. Federal and Canada 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 the company owns or develops for customers that produce electricity, gas, heat or cooling from renewable sources of energy and O&M services. The Company’s Non-Solar DG 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 the Company owns and O&M services for customer owned small-scale plants. As of the fourth quarter of 2017, the Company’s U.S. Regions segment now includes certain small-scale solar grid-tie plants developed for customers previously included in our Non-Solar DG segment. Previously reported amounts have been restated for comparative purposes. The “All Other” category offers enterprise energy management services, 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. The accounting policies are the same as those described in the summary of significant accounting policies in Note 2. During 2017, the Company included in unallocated corporate activity $1,001 as a reserve for a customer who declared bankruptcy. For the three and nine months ended September 30, 2018 , the Company has no t recorded any additional reserve. The reports of the Company’s chief operating decision maker do not include assets at the operating segment level. An analysis of the Company’s business segment information and reconciliation to the condensed consolidated financial statements is as follows: U.S. Regions U.S. Federal Canada Non-Solar DG All Other Total Consolidated Three Months Ended September 30, 2018 Revenues $ 86,402 $ 62,378 $ 11,604 $ 22,138 $ 22,853 $ 205,375 Interest income 2 36 — 38 — 76 Interest expense 1,403 225 480 1,681 (13 ) 3,776 Depreciation and amortization of intangible assets 1,341 671 294 4,530 378 7,214 Unallocated corporate activity — — — — — (8,648 ) Income before taxes, excluding unallocated corporate activity 5,256 10,969 664 3,851 1,959 22,699 Three Months Ended September 30, 2017 Revenues $ 82,633 $ 63,873 $ 14,719 $ 22,847 $ 20,672 $ 204,744 Interest income 1 14 — 26 — 41 Interest expense 856 292 512 1,118 13 2,791 Depreciation and amortization of intangible assets 867 644 303 3,875 497 6,186 Unallocated corporate activity — — — — — (6,839 ) Income before taxes, excluding unallocated corporate activity 6,432 8,753 1,537 1,798 991 19,511 Nine Months Ended September 30, 2018 Revenues $ 249,871 $ 168,377 $ 28,466 $ 60,176 $ 62,877 $ 569,767 Interest income 5 84 — 120 — 209 Interest expense 3,911 771 1,464 4,575 — 10,721 Depreciation and amortization of intangible assets 4,048 2,004 873 12,942 1,134 21,001 Unallocated corporate activity — — — — — (23,268 ) Income (loss) before taxes, excluding unallocated corporate activity 14,606 26,864 (1,983 ) 8,796 3,771 52,054 Nine Months Ended September 30, 2017 Revenues $ 191,956 $ 170,903 $ 33,211 $ 53,703 $ 56,246 $ 506,019 Interest income 2 29 1 55 — 87 Interest expense 1,950 888 1,465 3,214 38 7,555 Depreciation and amortization of intangible assets 1,940 1,951 878 11,416 1,407 17,592 Unallocated corporate activity — — — — — (20,931 ) Income before taxes, excluding unallocated corporate activity 7,388 23,079 1,638 3,825 2,304 38,234 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt | LONG-TERM DEBT Long-term debt comprised the following: Rate as of September 30, 2018 September 30, 2018 December 31, 2017 Senior secured credit facility, due June 2020, interest at varying rates monthly in arrears 4.40 % $ 44,552 $ 49,986 Variable rate term loan payable in semi-annual installments through February 2021 4.59 % 1,071 1,220 Variable rate term loan payable in semi-annual installments through June 2024 4.09 % 7,781 8,295 Variable rate term loan payable in quarterly installments through December 2024 — % — 8,757 Term loan payable in quarterly installments through March 2021 7.25 % 1,769 2,218 Term loan payable in monthly installments through June 2028 6.11 % 4,076 4,551 Variable rate term loan payable in quarterly installments through June 2020 5.59 % 31,308 32,711 Variable rate term loan payable in quarterly installments through October 2023 4.84 % 17,966 18,346 Term loan payable in quarterly installments through June 2031 4.95 % 4,191 4,605 Term loan payable in quarterly installments through February 2034 5.61 % 2,888 3,128 Variable rate construction loan payable, due June 2018 7.00 % — 1,721 Term loan payable in quarterly installments through April 2027 4.50 % 22,081 13,325 Term loan payable in quarterly installments through March 2028 5.00 % 4,050 4,258 Variable rate term loan payable in quarterly installments through December 2027 4.79 % 13,477 14,034 Variable rate term loan payable in quarterly installments through August 2022 9.84 % 26,842 — Term loan payable in quarterly installments through December 2038 5.15 % 30,029 — Variable rate term loan payable in semi-annual installments through June 2033 4.39 % 9,971 — Capital leases 36,772 35,013 $ 258,824 $ 202,168 Less - current maturities 24,397 22,375 Less - deferred financing fees 8,175 6,556 Long-term debt $ 226,252 $ 173,237 February 2018 Term Loan In February 2018, the Company entered into a credit agreement for gross proceeds of $28,500 , with a bank for use in providing non-recourse financing for a new renewable natural gas energy asset at a rate of 7.5% above LIBOR. Principal and interest amounts are due in quarterly installments. The note matures on August 31, 2022 with all remaining unpaid amounts outstanding under the agreement due at that time. At September 30, 2018 , $26,842 was outstanding under the term loan. The interest rate at September 30, 2018 was 9.8410% . Senior Secured Credit Facility - Revolver and Term Loan In June 2018, the Company entered into an additional amendment to the Third Amended and Restated bank credit facility. The amendment added SunTrust Robinson Humphrey, Inc as an additional lender, increased the aggregate amount of the revolving commitments from $75,000 to $85,000 through the existing June 30, 2020 end date, increased the term loan from $25,000 to $ 46,000 to reduce the outstanding revolving loan balances by the same amount and, for the period of June 30, 2018 through June 30, 2020, increased the Total Funded Debt to EBITDA covenant ratio from a maximum of 2.75 to 3.00 . The total commitment under the amended credit facility (revolving credit, term loan and swing line) was $136,000 . At September 30, 2018 $72,334 was available for borrowing under the revolving credit facility. June 2018 Term Loan In June 2018, the Company entered into a non-recourse term loan with a bank, with an original principal amount of $12,407 . In August 2018, the Company entered into a joinder agreement which increased the principal amount with an additional note of $19,252 , for a total principal amount of $31,659 . The loan bears interest at a fixed rate of 5.15 %. The principal and interest payments are due in quarterly installments and the loan matures on December 31, 2038, with all remaining unpaid amounts outstanding under the agreement due at that time. These agreements contain interest make-whole provisions that the Company determined qualified as hybrid instruments that are required to be bifurcated and valued separately from the host contract. See Notes 8 and 9 for additional discussions on the interest make-whole provisions and how the Company determined their value. At September 30, 2018 , $30,029 was outstanding under the term loan, including debt discounts and the embedded derivatives. June 2018 Variable Note In June 2018, the Company entered into a loan agreement for use in providing non-recourse financing for a solar PV project in operation. The loan agreement provides for a $ 10,000 term loan credit facility and bears interest at a variable rate, with interest payments due in semi-annual installments. The term loan matures on June 15, 2033, with all remaining unpaid amounts outstanding under the facility due at that time. At September 30, 2018 , $9,971 , net of debt discounts, was outstanding under the term loan. The variable interest rate for this loan at September 30, 2018 was 4.39% . The Company was in compliance with all financial and operational covenants as of September 30, 2018 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS During October 2018, the Company closed the acquisition of one solar project for total consideration of $3,019 . The Company financed this project along with three previously acquired solar projects from the same developer through a tax equity partnership and a term loan for aggregate gross proceeds of $10,400 . During October 2018, the Company entered into a definitive agreement to acquire seven early-stage solar projects which the Company will construct from the same developer. The total consideration for these projects is $10,800 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its subsidiaries in which the Company has a controlling financial interest and three investment funds formed to fund the purchase and operation of solar energy systems, which are consolidated with the Company as variable interest entities (“VIE”). The Company uses a qualitative approach in assessing the consolidation requirement for VIEs. This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary in all of its operational VIEs. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues 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 loss, net, within stockholders’ equity. The Company prepares its financial statements in conformity with GAAP. |
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 financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates and assumptions used in these condensed consolidated financial statements relate to management’s estimates of final construction contract profit in accordance with accounting for long-term contracts, allowance for doubtful accounts, inventory reserves, realization of project development costs, fair value of derivative financial instruments, accounting for business acquisitions, stock-based awards, impairment of long-lived assets, income taxes, self insurance reserves and potential liability in conjunction with certain commitments and contingencies. Actual results could differ from those estimates. The Company is self-insured for employee health insurance. The maximum exposure in fiscal year 2018 under the plan is $100 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 the Company’s 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. The Company’s estimated accrual for this liability could be different than its 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 Cash and cash equivalents includes 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. The Company maintains 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 8. |
Restricted Cash | Restricted Cash Restricted cash consists of cash and cash equivalents held in an escrow account in association with construction draws for energy savings performance contracts (“ESPC”), construction of energy assets, operations and maintenance (“O&M”) reserve accounts and cash collateralized letters of credit as well as cash required under term loans to be maintained in debt service reserve accounts until all obligations have been indefeasibly paid in full. These accounts are primarily invested in highly liquid money market funds. 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 8. Restricted cash also includes funds held for clients, which represent assets that, based upon the Company’s 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 the Company’s enterprise energy management services. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management’s evaluation of outstanding accounts receivable. Bad debts are written off against the allowance when identified. |
Accounts Receivable Retainage | 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. The Company classifies as a current asset those retainages that are expected to be billed in the next twelve months. |
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 | Prepaid Expenses Prepaid expenses consist primarily of short-term prepaid expenditures that will amortize within one year. |
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 the Company under specific ESPCs. The Company assigns certain of its rights to receive those payments to third-party investors 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 the Company’s condensed consolidated financial statements. |
Project Development Costs | Project Development Costs The Company capitalizes as project development costs 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. The Company classifies as a current asset those project development efforts that are expected to proceed to construction activity in the twelve months that follow. The Company periodically reviews these balances and writes off any amounts where the realization of the related revenue is no longer probable. |
Property and Equipment | Property and Equipment Property and equipment consists 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 to five years 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 (loss). |
Energy Assets | Energy Assets Energy assets consist of costs of materials, direct labor, interest costs, outside contract services, deposits and project development costs incurred in connection with the construction of small-scale renewable energy plants that the Company owns. These amounts are capitalized and amortized to cost of revenues in the Company’s consolidated statements of income (loss) on a straight line basis over the lives of the related assets or the terms of the related contracts. The Company capitalizes interest costs relating to construction financing during the period of construction. Capitalized interest is included in energy assets, net in the Company’s consolidated balance sheets. Capitalized interest is amortized to cost of revenues in the Company’s consolidated statements of income (loss) on a straight line basis over the useful life of the associated energy asset. There was $638 and $925 of interest capitalized for the three months ended September 30, 2018 and 2017 , respectively. There was $2,376 and $3,452 of interest capitalized for the nine months ended September 30, 2018 and 2017 , respectively. Routine maintenance costs are expensed in the current year’s consolidated statements of income (loss) to the extent that they do not extend the life of the asset. Major maintenance, upgrades and overhauls are required for certain components of the Company’s assets. In these instances, the costs associated with these upgrades are capitalized and are depreciated over the shorter of the remaining life of the asset or the period until the next required major maintenance or overhaul. Included in energy assets are capital lease assets and accumulated depreciation of capital lease assets. The Company evaluates its long-lived 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 the Company’s 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. The Company evaluates 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, the Company recognizes an impairment loss for the amount that the carrying value exceeds the fair value. From time to time, the Company has 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. If the Company disposes of the property, or the property ceases to qualify as specified energy property, within five years from the date the property is placed in service, then a prorated portion of the Section 1603 payment must be repaid. The Company did not receive any Section 1603 grants during the nine months ended September 30, 2018 or September 30, 2017 . No further Section 1603 grant payments are expected to be received as the program has expired. 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. |
Deferred Financing Fees | Deferred Financing Fees Deferred financing fees relate to the external costs incurred to obtain financing for the Company. Deferred financing fees are amortized over the respective term of the financing using the effective interest method, with the exception of the Company’s revolving credit facility and construction loans, as discussed in Note 13, for which deferred financing fees are amortized on a straight-line basis over the term of the agreement. Deferred financing fees are presented on the consolidated balance sheets as a reduction to long-term debt and capital lease liabilities. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company has classified as goodwill the amounts paid in excess of fair value of the net assets (including tax attributes) of companies acquired in purchase transactions. The Company has recorded intangible assets related to customer contracts, customer relationships, non-compete agreements, trade names and technology, each with defined useful lives. The Company assesses the impairment of goodwill and intangible assets that have indefinite lives on an annual basis (December 31 st ) and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Goodwill is reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The process of evaluating the potential impairment of goodwill requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends, restructuring actions and projections of future results. T he Company estimates the reporting units fair value and compares it with the carrying value of the reporting unit, including goodwill. If the fair value is greater than the carrying value of its reporting unit, no impairment is recorded. Fair value is determined using both an income approach and a market approach. The estimates and assumptions used in the Company’s calculations include revenue growth rates, expense growth rates, expected capital expenditures to determine projected cash flows, expected tax rates and an estimated discount rate to determine present value of expected cash flows. These estimates are based on historical experiences, the Company’s projections of future operating activity and its weighted-average cost of capital. 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 (loss). Judgment is required in determining whether an event has occurred that may impair the value of goodwill or identifiable intangible assets. Acquired intangible assets other than goodwill that are subject to amortization include customer contracts and customer relationships, as well as software/technology, trade names and non-compete agreements. The intangible assets are amortized over periods ranging from one to fifteen years from their respective acquisition dates. The Company evaluates its intangible assets for impairment consistent with, and part of, their long-lived assets evaluation, as discussed in Energy Assets above. |
Other Assets | Other Assets Other assets consist primarily of notes and contracts receivable due to the Company from various customers and non-current restricted cash. Other assets also include, the fair value of derivatives determined to be assets, the non-current portion of project development costs, accounts receivable retainages, sale-leaseback deferred loss and deferred contract costs. |
Asset Retirement Obligations | Asset Retirement Obligations The Company recognizes a liability for the fair value of required asset retirement obligations (“AROs”) when such obligations are incurred. The liability is estimated on a number of assumptions requiring management’s judgment, including equipment removal costs, site restoration costs, salvage costs, cost inflation rates and discount rates and is credited to its projected future value over time. The capitalized asset is depreciated using the convention of depreciation of plant 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 (loss). |
Federal ESPC Liabilities | Federal ESPC Liabilities Federal ESPC liabilities, for both projects and energy assets, represent the advances received from third-party investors 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, upon completion and acceptance of the project by the government, typically within 24 to 36 months of construction commencement, the ESPC receivable from the government and corresponding ESPC liability is eliminated from the Company’s consolidated balance sheet. Until recourse to the Company ceases for the ESPC receivables transferred to the investor, upon final acceptance of the work by the government customer, the Company remains the primary obligor for financing received. |
Sale-Leaseback | Sale-Leaseback During the first quarter of 2015, the Company entered into an agreement with an investor which gives the Company the option to sell and contemporaneously lease back solar photovoltaic (“solar PV”) projects. In September 2016, the Company amended this agreement to increase the investor’s commitment up to a maximum combined funding amount of $100,000 through June 30, 2017 on certain projects. In May 2017, the Company amended this agreement to extend the end date of the agreement to June 30, 2018. Additionally, the Company sold and contemporaneously leased back one solar PV project to another investor, not a party to the master lease agreement, under a new agreement during the nine months ended September 30, 2017. During the third quarter of 2018, the Company entered into an agreement with an investor which gives the Company the option to sell and contemporaneously lease back solar photovoltaic (“solar PV”) projects through August 2019 up to a maximum funding amount of $100,000 . During the three and nine months ended September 30, 2018 the Company entered into two sale-leaseback agreements. See below for a summary of solar PV project sales in prior year under our sale-leaseback agreements under this facility: Quarter Ended # Solar PV Projects Sold (actual #’s)_ Sale Price Deferred Gain Recorded Deferred Loss Recorded Capital Lease Asset/Liability Recorded Initial Lease Term (years) Minimum Lease Payment Maximum Lease Payment September 30, 2018 2 $ 5,145 $ 611 $ — $ 2,591 20 $ 1 $ 738 September 30, 2017 3 $ 9,157 $ 642 $ — $ 4,114 20 $ 13 $ 231 As part of these agreements, the Company was a party to master lease agreements that provides for the sale of solar PV projects to a third-party investor and the simultaneous leaseback of the projects, which the Company then operates and maintains, recognizing revenue through the sale of the electricity and solar renewable energy credits generated by these projects. In sale-leaseback arrangements, the Company first determines whether the solar PV project under the sale-leaseback arrangement is “integral equipment.” A solar PV project is determined to be integral equipment when the cost to remove the project from its existing location, including the shipping and reinstallation costs of the solar PV project at the new site, including any diminution in fair value, exceeds 10% of the fair value of the solar PV project at the time of its original installation. When the leaseback arrangement expires, the Company has the option to purchase the solar PV project for the then fair market value or, in certain circumstances, renew the lease for an extended term. All solar PV projects sold to date under the sale-leaseback program have been determined by the Company not to be integral equipment as the cost to remove the project from its existing location would not exceed 10% of its original fair value. For solar PV projects that the Company has determined not to be integral equipment, the Company then determines if the leaseback should be classified as a capital lease or an operating lease. All solar PV projects sold to date under the sale-leaseback program have been determined by the Company to be capital leases. For leasebacks classified as capital leases, the Company initially records a capital lease asset and capital lease obligation in its consolidated balance sheet equal to the lower of the present value of the Company’s future minimum leaseback payments or the fair value of the solar PV project. For capital leasebacks, the Company defers any gain or loss, representing the excess or shortfall of cash received from the investor compared to the net book value of the asset in the Company’s consolidated balance sheet at the time of the sale. The Company records the long term portion of any deferred gain or loss in other liabilities and other assets, respectively, and the current portion of any deferred gain and loss in accrued expenses and other current liabilities and prepaid expenses and other current assets, respectively, in its consolidated balance sheet and amortizes the deferred amounts over the lease term in cost of revenues in its consolidated statements of income (loss). |
Other Liabilities | Other Liabilities Other liabilities consist primarily of deferred revenue related to multi-year operation and maintenance contracts which expire at various dates through 2033 . Other liabilities also include the fair value of derivatives and the long term portion of sale-leaseback deferred gains. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” (Topic 606) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Company recorded an adjustment to retained earnings on January 1, 2018 due to the cumulative impact of adopting Topic 606. See Note 3 "Revenue from Contracts with Customers" for the required disclosures related to the impact of adopting this standard and a discussion of the Company's updated policies related to revenue recognition discussed below. The Company derives revenues from energy efficiency and renewable energy products and services. Energy efficiency products and services 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 products and services include the construction of small-scale plants that produce electricity, gas, heat or cooling from renewable sources of energy, the sale of such electricity, gas, heat or cooling from plants that the Company owns, and the sale and installation of solar energy products and systems. Below is a description of the Company’s primary lines of business. Projects - The Company’s principal service relates to energy efficiency projects, which entails the design, engineering and installation of, and assisting with the arranging of financing for an ever-increasing array of innovative technologies and techniques to improve the energy efficiency, and control the operation, of a building’s energy- and water- consuming systems. In certain projects, the Company also designs and constructs for a customer 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. Under Topic 606 requirements, the Company recognizes revenue from the installation or construction of projects over time using the cost-based input method. The Company uses the total costs incurred on the the project relative to the total expected costs to satisfy the performance obligation. When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Operations & Maintenance (“O&M”) - After an energy efficiency or renewable energy project is completed, the Company often provides 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, the Company frequently maintains staff on-site to perform these services. Maintenance revenue is recognized using the input method to recognize revenue. In most cases, O&M fees are fixed annual fees. Because the Company is on-site to perform O&M services, the 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), the Company records the revenue on a straight-line basis. Some O&M service contract fees are billed on time expended. In those cases, revenue is recorded based on the time expended in that month. Energy Assets - The Company’s service offerings also includes the sale of electricity, processed renewable gas fuel, heat or cooling from the portfolio of assets that the Company owns and operates. The Company has constructed and is currently designing and constructing a wide range of renewable energy plants using landfill gas (“LFG”), wastewater treatment biogas, solar, biomass, other bio-derived fuels, wind and hydro sources of energy. Most of the Company’s renewable energy projects to date have involved the generation of electricity from solar PV and LFG or the sale of processed LFG. The Company purchases the LFG that otherwise would be combusted or vented, processes it, and either sells it or uses it in its energy plants. The Company has also designed and built, as well as owns, operates and maintains, plants that take biogas generated in the anaerobic digesters of wastewater treatment plants and turns 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. Where the Company owns and operates energy producing assets, the Company typically enters into a long-term power purchase agreement (“PPA”) for the sale of the energy. Many of the Company’s energy assets also produce environmental attributes, commonly referred to as renewable energy credits (“RECs”). In most cases, the Company sells RECs under separate agreements with third parties other than the PPA customer. The Company recognizes revenues from the sale and delivery of the energy output from renewable energy plants, over time as produced and delivered to the customer, in accordance with specific PPA contract terms. REC revenue is recognized at a point in time, when the RECs are transferred to the customer in accordance with the transfer protocols of the REC market that the Company operates in. In those cases where RECs are sold to the same customer as the energy output, the Company records revenue monthly for both the energy output and the REC output, as generated and delivered to the customer. = Other - The Company’s service and product offerings also include integrated-PV and consulting and enterprise energy management services. The Company recognizes revenues from delivery of engineering, consulting services and enterprise energy management services over time. For the sale of solar materials, revenue is recognized at a point in time when the Company has transferred physical control of the asset to the customer upon shipment. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. Billings in excess of cost and estimated earnings represents advanced billings on certain construction contracts. Costs and estimated earnings in excess of billings represent certain amounts under customer contracts that were earned and billable but not invoiced. Cost of Revenues Cost of revenues include 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 the Company’s contracts have fixed price terms; however, in some cases the Company negotiates protections, such as a cost-plus structure, to mitigate the risk of rising prices for materials, services and equipment. Cost of revenues also include the costs of maintaining and operating the small-scale renewable energy plants that the Company owns, including the cost of fuel (if any) and depreciation charges. REVENUE FROM CONTRACTS WITH CUSTOMERS Adoption On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, (Topic 606) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Company recorded a net decrease to beginning retained earnings of $4,454 on January 1, 2018 due to the cumulative impact of adopting Topic 606, as detailed below. January 1, 2018 As Reported 606 Adjustments Adjusted Balances Assets: Costs and estimated earnings in excess of billings $ 104,852 $ (9,194 ) $ 95,658 Prepaid expenses and other current assets 14,037 4,343 18,380 Deferred income taxes, net — 1,003 1,003 Liabilities: Accrued expenses and other current liabilities 23,260 1,190 24,450 Deferred income taxes, net 584 (584 ) — Shareholders' Equity: Retained earnings 235,844 (4,454 ) 231,390 In accordance with Topic 606, the disclosure of the impact of adoption to the Company’s condensed consolidated statements of income (loss) and balance sheets was as follows: Impact of changes in accounting policies Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As Reported Balances without adoption of Topic 606 Effect of Change Higher/(Lower) As Reported Balances without adoption of Topic 606 Effect of Change Higher/(Lower) Revenues $ 205,375 $ 206,048 $ (673 ) $ 569,767 $ 568,985 $ 782 Cost of revenues 159,213 157,476 1,737 445,356 441,973 3,383 Gross profit 46,162 48,572 (2,410 ) 124,411 127,012 (2,601 ) Operating expenses: Selling, general and administrative expenses 28,866 28,866 — 84,871 84,871 — Operating income 17,296 19,706 (2,410 ) 39,540 42,141 (2,601 ) Other expenses, net 3,244 3,244 — 10,754 10,754 — Income before provision for income taxes 14,052 16,462 (2,410 ) 28,786 31,387 (2,601 ) Income tax provision 3,351 3,493 (142 ) 1,879 2,040 (161 ) Net income 10,701 12,969 (2,268 ) 26,907 29,347 (2,440 ) Net income attributable to redeemable non-controlling interests — — — (516 ) (516 ) — Net income attributable to common shareholders $ 10,701 $ 12,969 $ (2,268 ) $ 26,391 $ 28,831 $ (2,440 ) Basic income per share $ 0.23 $ 0.28 $ (0.05 ) $ 0.58 $ 0.63 $ (0.05 ) Diluted income per share $ 0.23 $ 0.28 $ (0.05 ) $ 0.57 $ 0.62 $ (0.05 ) September 30, 2018 As Reported Balances without adoption of Topic 606 Effect of Change Higher/(Lower) Assets: Costs and estimated earnings in excess of billings $ 66,471 $ 74,886 $ (8,415 ) Prepaid expenses and other current assets 13,123 12,196 927 Liabilities: Accrued expenses and other current liabilities 28,067 26,910 1,157 Deferred income taxes, net 3,453 5,202 (1,749 ) Shareholders' Equity: Retained earnings 258,213 265,110 (6,897 ) The impact in revenue recognition due to the adoption of Topic 606 is primarily from the timing of revenue recognition for uninstalled materials, amortization of contract acquisition costs over the contract term, and timing of revenue recognition from renewable energy credits. See Note 2 for a summary of the Company’s significant policies for revenue recognition. Disaggregation of Revenue The following table provides information about disaggregated revenue by line of business, reportable segments, and geographical region for the three and nine months ended September 30, 2018 . US Regions U.S. Federal Canada Non-Solar DG All Other Total Line of Business Three Months Ended September 30, 2018 Project revenue $ 77,345 $ 49,762 $ 9,206 $ 1,268 $ 4,074 $ 141,655 O&M revenue 4,432 10,733 15 2,006 — 17,186 Energy assets 4,064 1,507 921 18,790 222 25,504 Other 561 376 1,462 74 18,557 21,030 Total revenues $ 86,402 $ 62,378 $ 11,604 $ 22,138 $ 22,853 $ 205,375 Nine months ended September 30, 2018 Project revenue $ 223,662 $ 135,037 $ 21,459 $ 3,368 $ 8,844 $ 392,370 O&M revenue 12,396 29,477 34 6,260 — 48,167 Energy assets 12,844 3,416 2,304 50,405 821 69,790 Other 969 447 4,669 143 53,212 59,440 Total revenues $ 249,871 $ 168,377 $ 28,466 $ 60,176 $ 62,877 $ 569,767 Geographical Regions Three Months Ended September 30, 2018 United States $ 86,402 $ 62,378 $ 419 $ 22,138 $ 17,445 $ 188,782 Canada — — 11,185 — 33 11,218 Other — — — — 5,375 5,375 Total revenues $ 86,402 $ 62,378 $ 11,604 $ 22,138 $ 22,853 $ 205,375 Nine months ended September 30, 2018 United States $ 249,871 $ 168,377 $ 1,587 $ 60,176 $ 51,336 $ 531,347 Canada — — 26,879 — 261 27,140 Other — — — — 11,280 11,280 Total revenues $ 249,871 $ 168,377 $ 28,466 $ 60,176 $ 62,877 $ 569,767 Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: January 1, 2018 September 30, 2018 Accounts receivable, net $ 85,121 $ 90,378 Accounts receivable retainage, net 17,484 14,401 Contract Assets: Costs and estimated earnings in excess of billings 95,658 66,471 Contract Liabilities: Billings in excess of cost and estimated earnings 27,248 39,533 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. The Company classifies as a current asset those retainages that are expected to be billed in the next twelve months. 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. Contract assets represent the Company’s rights to consideration in exchange for services transferred to a customer that have not been billed as of the reporting date. The Company’s rights to consideration are generally unconditional at the time its performance obligations are satisfied. At the inception of a contract, the Company expects the period between when it satisfies its performance obligations, and when the customer pays for the services, will be one year or less. As such, the Company has elected to apply the practical expedient which allows the Company to not adjust the promised amount of consideration for the effects of a significant financing component, when a financing component is present. When the Company receives 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, the Company records deferred revenue, which represents a contract liability. Such deferred revenue typically results from billings in excess of costs incurred and advance payments received on project contracts. As of September 30, 2018 , the Company classified $7,017 as a non-current liability, included in other liabilities on the consolidated balance sheets, for those performance obligations expected to be completed beyond the next twelve months. The decrease in contract assets for the nine months ended September 30, 2018 was primarily due to billings of approximately $398,917 , offset in part by revenue recognized of $344,768 . The change in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, exceeding reductions from recognition of revenue as performance obligations were satisfied. For the nine months ended September 30, 2018 , the Company recognized revenue of $116,892 , and billed customers $119,961 , that was previously included in the beginning balance of contract liabilities. Changes in contract liabilities are also driven by reclassifications to or from contract assets as a result of timing of customer payments. Contracts are often modified for a change in scope or other requirements. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s 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 catchup basis. The Company elected to utilize the modified retrospective transition practical expedient which allows the Company to evaluate the impact of contract modifications as of the adoption date rather than evaluating the impact of the modifications at the time they occurred prior to the adoption date. 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 in ASC Topic 606. Performance obligations are satisfied as of a point in time or over time and are supported by contracts with customers. For most of the Company’s contracts, there are multiple promises of goods or services. Typically, the Company provides 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, the Company considers the bundle of goods and services to be a single performance obligation. The Company 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 the Company separates the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, the Company allocates 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. Backlog - The Company’s remaining performance obligations (hereafter referred to as “backlog”) represent the unrecognized revenue value of the Company’s contract commitments. The Company’s backlog may vary significantly each reporting period based on the timing of major new contract commitments and the backlog may fluctuate with currency movements. In addition, our customers have the right, under some circumstances, to terminate contracts or defer the timing of the Company’s services and their payments to us. At September 30, 2018 , the Company had backlog of approximately $1,757,000 . Approximately 26% , of our September 30, 2018 backlog is anticipated to be recognized as revenue in the next twelve months and the remaining, thereafter. The Company has 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 the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. Contract acquisition costs: In connection with the adoption of Topic 606, the Company is required to account for certain acquisition cost over the life of the contract, consisting primarily of commissions when paid. Commission costs are incurred commencing at contract signing. Commission costs are allocated across all performance obligations and deferred and amortized over the contract term on a progress towards completion basis. As of January 1, 2018, the Company capitalized $927 in commission costs related to contracts that were not completed. For contracts that have a duration of less than one year, the Company follows a practical expedient and expenses these costs when incurred. During the three and nine months ended September 30, 2018 , the amortization of commission costs related to contracts were not material and have been included in the accompanying consolidated statements of income (loss). Additionally, no impairment charges in connection with the Company’s commission costs or project development costs were recorded during the period ended September 30, 2018 . The Company analyzed the impact of adoption of Topic 606 on the Company’s project development costs and determined no change in the Company’s accounting policy was required . |
Income Taxes | Income Taxes The Company provides for income taxes based on the liability method. The Company provides for deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities calculated using the enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. The Company accounts 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, but are not limited to, 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. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The Company’s 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. The Company considers 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; the Company has no plans to appeal or litigate any aspect of the tax position; and the Company believes that it is highly unlikely that the taxing authority would examine or re-examine the related tax position. The Company also accrues for potential interest and penalties related to unrecognized tax benefits in income tax expense. The Company has presented all deferred tax assets and liabilities as net and noncurrent on its consolidated balance sheet as of September 30, 2018 and December 31, 2017, respectively. |
Foreign Currency | Foreign Currency The local currency of the Company’s foreign operations is considered the functional currency of such operations. All assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at period-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the period. Translation adjustments are accumulated as a separate component of stockholders’ equity. Foreign currency translation gains and losses are reported in the consolidated statements of comprehensive income (loss). Foreign currency transaction gains and losses are reported in the consolidated statements of income (loss). |
Financial Instruments | Financial Instruments Financial instruments consist of cash and cash equivalents, restricted cash, accounts and notes receivable, long-term contract receivables, accounts payable, accrued expenses, capital lease assets and liabilities, contingent considerations, short- and long-term, borrowings 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, contingent considerations, and short-term borrowings approximate fair value. |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance related to fair value measurements for all of its 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. The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts and notes receivable, long-term contract receivables, interest rate swaps, commodity swaps, hybrid instruments, accounts payable, accrued expenses, capital lease assets and liabilities, contingent considerations, and short-term and long-term borrowings. Because of their short maturity, the carrying amounts of cash and cash equivalents, restricted cash, accounts and notes receivable, accounts payable, accrued expenses, and short-term borrowings approximate fair value. The carrying value of long-term variable-rate debt approximates fair value. Fair value of the Company’s debt is based on quoted market prices or on rates available to the Company for debt with similar terms and maturities, which are level two inputs of the fair value hierarchy, as defined in Note 8. The Company accounts for its interest rate and commodity swaps as derivative financial instruments in accordance with the related guidance. Under this guidance, derivatives are carried on the Company’s consolidated balance sheets at fair value. The fair value of the Company’s interest rate swaps are determined based on observable market data in combination with expected cash flows for each instrument. The consideration for the Company’s acquisitions often includes future payments that are contingent upon the occurrence of a particular event. The Company records a contingent consideration obligation for such contingent consideration payments at fair value on the acquisition date. The Company estimates the acquisition date 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 period the Company revalues the contingent consideration obligations associated with the acquisition to fair value and records changes in the fair value as contingent consideration expense. 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 amount of contingent consideration expense recorded in any given period. However, contingent considerations 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. The Company accounts for its hybrid instruments as embedded derivatives in accordance with related guidance. Under this guidance, the embedded derivative is bifurcated from its host contract and recorded on the Company’s consolidated balance sheets at fair value. The fair value of the Company’s embedded derivatives are determined based on observable market data. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense results from the issuance of shares of restricted common stock and grants of stock options to employees, directors, outside consultants and others. The Company recognizes the costs associated with restricted stock option grants, and employee stock purchases made via the Company’s Employee Stock Purchase Plan (the “ESPP”) using the fair value recognition provisions of accounting standards codification (“ASC”) 718, Compensation - Stock Compensation (“ASC 718”) on a straight-line basis over the vesting 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. Stock-based compensation expense is also recognized in association with employee stock purchases related to the Company’s employee stock purchase plan. Stock-based compensation expense is recognized based on the grant-date fair value. The Company estimates 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. As a result, if factors change, and different assumptions are employed, the stock-based compensation could be materially different in the future. 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. The Company has no history of paying dividends. Additionally, as of each of the grant dates, there was no expectation that the Company would pay dividends over the expected life of the options. The expected life of the awards is estimated using historical data and management’s expectations. The Company uses historical volatility as the expected volatility assumption required in the Black-Scholes model. The Company is required to 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 or cancel any remaining unamortized stock-based compensation expense. As a result of the adoption of ASU 2016-09 during fiscal 2017, no significant changes were made to the Company’s accounting for forfeitures. Upon adoption the Company recorded a $4,000 deferred tax asset and corresponding credit to retained earnings for excess tax benefits that had not previously been recognized because the related tax deductions had not reduced taxes payable. For the three months ended September 30, 2018 and 2017, the Company recorded stock-based compensation expense, including expense related to the ESPP, of $390 and $326 , respectively, in connection with the stock-based payment awards. For the nine months ended September 30, 2018 and 2017 , the stock-based compensation expense was $1,137 and $976 , respectively. The compensation expense is allocated between cost of revenues and selling, general and administrative expenses in the accompanying consolidated statements of income (loss) based on the salaries and work assignments of the employees holding the options. As of September 30, 2018 , there was $3,119 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 2.2 years. |
Derivative Financial Instruments | Derivative Financial Instruments In the normal course of business, the Company utilizes derivatives contracts as part of its 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. The Company seeks to manage credit risk by entering into financial instrument transactions only through counterparties that the Company believes to be 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 and rates. The Company seeks 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, the Company does not use derivatives for speculative purposes. The Company considers the use of derivatives with all financing transactions to mitigate risk. The Company recognizes cash flows from derivative instruments as operating activities in the consolidated statements of cash flows. The effective portion of changes in fair value on interest rate swaps designated as cash flow hedges are recognized in the Company’s consolidated statements of comprehensive income (loss). Changes in fair value on derivatives not designated as hedges are recognized in the Company’s consolidated statements of income (loss). In June 2018, the Company entered into a term loan agreement, discussed in Note 13, that contained an interest make-whole provision. In August 2018, the Company signed a joinder to the above agreement, which added another series of notes to the term loan that also contained an interest make-whole provision. The Company determined that these provisions fulfill the requirements of an embedded derivative instrument that must be bifurcated from its host agreement. The fair value of this hybrid instrument was determined based on available market data using appropriate valuation models, considering all of the rights and obligations of the instrument, and recorded as a liability on the Company’s balance sheet in connection with the derivative liability and a corresponding debt discount. The instrument is revalued periodically and the changes in fair value are recognized as either gains or losses in earnings in the Company’s consolidated statements of income (loss). In the third quarter of 2018, the Company adopted Accounting Standards Update (“ASU”) 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, effective January 1, 2018. This standard eliminates the requirement to measure and report a hedge’s ineffectiveness separately in earnings going forward and requires a cumulative-effect adjustment to eliminate the separate measure of ineffectiveness to accumulated other comprehensive income for all designated hedges at the time of adoption. |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated using the Company’s weighted-average outstanding common shares, including vested restricted shares. When the effects are not anti-dilutive, diluted earnings per share is calculated using the weighted-average outstanding common shares; the dilutive effect of convertible preferred stock, under the “if converted” method; and the treasury stock method with regard to warrants and stock options; all as determined under the treasury stock method. |
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 the Company to share risks and/or secure specialty skills required for project execution. The Company evaluates each partnership and joint venture at inception to determine if it qualifies as a VIE under ASC 810, Consolidation . A variable interest entity is an entity used for business purposes that either (a) does not have equity investors with voting rights or (b) 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, the Company reassesses its initial determination of whether the partnership or joint venture is a VIE. The Company also evaluates whether it is the primary beneficiary of each VIE and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company considers 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 it qualifies as the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. When the Company is determined to be the primary beneficiary, the VIE is consolidated. As required by ASC 810, management's assessment of whether the Company is the primary beneficiary of a VIE is continuously performed. |
Redeemable Non-Controlling Interests | Redeemable Non-Controlling Interests In each of September 2015, June 2017 and June 2018, the Company formed an investment fund with a different third party investor which granted the applicable investor ownership interests in the net assets of certain of the Company’s renewable energy project subsidiaries. The Company currently has three such investment funds each with a different third party investor. In September 2015, the Company formed an investment fund with a third party investor which granted the investor ownership interests in the net assets of certain of the Company’s renewable energy project subsidiaries. In June 2017, the Company formed a second investment fund with a third party investor which granted the investor ownership interests in the net assets of certain of the Company’s renewable energy project subsidiaries. In June 2018, the Company formed a third investment fund with a third party investor which granted the investor ownership interests in the net assets of certain of the Company’s renewable energy project subsidiaries. The Company entered into these agreements in order to finance the costs of constructing energy assets which are under long-term customer contracts. The Company has determined that these entities qualify as VIEs and that it is the primary beneficiary in the operational partnerships for accounting purposes. Accordingly, the Company will consolidate the assets and liabilities and operating results of the entities in its consolidated financial statements. The Company will recognize the investors’ share of the net assets of the subsidiaries as redeemable non-controlling interests in its consolidated balance sheet. The Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. The Company has further determined 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 (loss) 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 the Company’s subsidiaries and the investors. The use of the HLBV methodology to allocate income to the redeemable non-controlling interest holders may create volatility in the Company’s consolidated statements of income (loss) as the application of HLBV can drive changes in net income available and loss attributable to the redeemable non-controlling interests from quarter to quarter. The Company classified the non-controlling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. The redeemable non-controlling interests will be reported using the greater of their carrying value at each reporting date as determined by the HLBV method or the estimated redemption values in each reporting period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Derivatives and Hedging In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. ASU 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods. Early adoption is permitted. The Company adopted ASU 2017-12 during the third quarter of 2018. Upon adoption, the Company recognized an increase to retained earnings and an accumulated other comprehensive loss of $432 to remove the cumulative effect of hedging ineffectiveness previously recognized in earnings, as of January 1, 2018, for contracts designated as hedging instruments that were outstanding at the beginning of the third quarter 2018. The Company also recognized a decrease in other expenses, net and an increase in accumulated other comprehensive loss of $54 to remove the cumulative effect of hedging ineffectiveness previously recognized in earnings through 2018. In August 2018, the FASB issues ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2018-13 on its consolidated financial statements. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. The Company will adopt the guidance in the first quarter of 2019, electing to adopt the guidance using the modified retrospective approach. The Company is in the process of its preliminary evaluation, and assessing the impact on the consolidated financial statements, with an anticipated completion date of December 31, 2018. As of September 30, 2018, the Company has made significant progress in assessing the impact of the ASU on the Company’s financial statements and ensuring that all leases are being identified and considered under the new standard. As part of this assessment, the Company is also evaluating the impact the adoption of this ASU will have on its systems and its controls and procedures. The Company will implement targeted changes to its internal reporting process to facilitate the gathering the data needed for the new disclosure requirement. The Company will also implement updates to its control processes and procedures, as necessary, based on changes resulting from the new standard. In January 2018, the FASB issued ASU No. 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. ASU 2018-01 is effective in the same period 2016-02 is adopted. The Company is currently evaluating and assessing the the impact on the consolidated financial statements of the adoption of ASU 2016-02, which is expected to be completed as of December 31, 2018. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which narrowly amends and clarifies aspects of 2016-02. ASU 2018-10 is effective in the same period 2016-06 is adopted. The Company is currently evaluating and assessing the the impact on the consolidated financial statements of the adoption of ASU 2016-02, which is expected to be completed as of December 31, 2018. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides an additional transition option when adopting 2016-02 and a practical expedient concerning the separation of components of a contract. The additional transition option allows the Company to initially apply ASU 2016-02 at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. Prior periods will still be required to include all existing disclosure requirements in accordance with ASC Topic 840. ASU 2018-11 is effective in the same period 2016-10 is adopted. The Company is currently evaluating and assessing the the impact on the consolidated financial statements of the adoption of ASU 2016-02, which is expected to be completed as of December 31, 2018. Stock Based Compensation Expense In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This new guidance amends the scope of modification accounting for share-based payment awards. ASU 2017-09 provide guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company adopted these requirements on January 1, 2018. The adoption had no impact on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of current stock compensation recognition standards to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 will become effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity's adoption date of ASU 2014-09 (Topic 606), which the Company adopted on January 1, 2018. The Company adopted ASU 2018-07 during the second quarter of 2018. The adoption had no impact on the Company’s consolidated financial statements, as the Company currently has not issued share-payments to non-employees. Consolidated Statements of Cash Flow In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 eliminates diversity in practice in how certain cash receipts and cash payments are presented and classified in the consolidated statements of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company adopted these requirements on January 1, 2018. The adoption had no impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 23), Restricted Cash. ASU 2016-18 requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The guidance should be applied using a retrospective transition method for each period presented. The Company has adopted this guidance as of January 1, 2018 and the consolidated statement of cash flow has been prepared to conform with ASU 2016-18 for all periods presented. Accumulated Other Comprehensive Income In February 2018, the Financial Accounting Standard Board (“FASB”) issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, to allow entities to reclassify the income tax effects of tax reform legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) on items within accumulated other comprehensive income to retained earnings. ASU 2018-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact ASU 2018-02 on its consolidated financial statements. Business Combinations In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides guidance to entities to assist with evaluating when a set of transferred assets and activities (collectively, the “set”) is a business and provides a screen to determine when a set is not a business. Under the new guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. The Company adopted the guidance effective January 1, 2018, and its adoption did not have a significant impact on the Company’s financial position or financial statement disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Changes in Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts are as follows: Nine Months Ended September 30, 2018 2017 Allowance for doubtful accounts, beginning of period $ 3,315 $ 7,836 Charges to costs and expenses 483 68 Account write-offs and other (361 ) (4,088 ) Allowance for doubtful accounts, end of period $ 3,437 $ 3,816 |
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 to five years Leasehold improvements Lesser of term of lease or five years Automobiles Five years Land Unlimited Included in energy assets are capital lease assets and accumulated depreciation of capital lease assets. |
Schedule of Sale Leaseback Transactions | A summary of amounts related to sale leasebacks in the Company’s consolidated balance sheets is as follows: September 30, December 31, 2018 2017 Capital lease assets, net $ 38,782 $ 36,676 Deferred loss, short-term, net 115 118 Deferred loss, long-term, net 1,946 2,054 Total deferred loss $ 2,061 $ 2,172 Capital lease liabilities, short-term 4,838 4,157 Capital lease liabilities, long-term 31,897 30,712 Total capital lease liabilities $ 36,735 $ 34,869 Deferred gain, short-term, net 344 338 Deferred gain, long-term, net 5,935 5,835 Total deferred gain $ 6,279 $ 6,173 See below for a summary of solar PV project sales in prior year under our sale-leaseback agreements under this facility: Quarter Ended # Solar PV Projects Sold (actual #’s)_ Sale Price Deferred Gain Recorded Deferred Loss Recorded Capital Lease Asset/Liability Recorded Initial Lease Term (years) Minimum Lease Payment Maximum Lease Payment September 30, 2018 2 $ 5,145 $ 611 $ — $ 2,591 20 $ 1 $ 738 September 30, 2017 3 $ 9,157 $ 642 $ — $ 4,114 20 $ 13 $ 231 |
Schedule of Earnings Per Share, Basic and Diluted | When the effects are not anti-dilutive, diluted earnings per share is calculated using the weighted-average outstanding common shares; the dilutive effect of convertible preferred stock, under the “if converted” method; and the treasury stock method with regard to warrants and stock options; all as determined under the treasury stock method. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income attributable to common shareholders $ 10,701 $ 8,493 $ 26,391 $ 13,680 Basic weighted-average shares outstanding 45,854 45,524 45,599 45,500 Effect of dilutive securities: Stock options 1,090 247 910 164 Diluted weighted-average shares outstanding 46,944 45,771 46,509 45,664 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Impact of Adoption to our Condensed Consolidated Statements of Income and Balance Sheets | The Company recorded a net decrease to beginning retained earnings of $4,454 on January 1, 2018 due to the cumulative impact of adopting Topic 606, as detailed below. January 1, 2018 As Reported 606 Adjustments Adjusted Balances Assets: Costs and estimated earnings in excess of billings $ 104,852 $ (9,194 ) $ 95,658 Prepaid expenses and other current assets 14,037 4,343 18,380 Deferred income taxes, net — 1,003 1,003 Liabilities: Accrued expenses and other current liabilities 23,260 1,190 24,450 Deferred income taxes, net 584 (584 ) — Shareholders' Equity: Retained earnings 235,844 (4,454 ) 231,390 In accordance with Topic 606, the disclosure of the impact of adoption to the Company’s condensed consolidated statements of income (loss) and balance sheets was as follows: Impact of changes in accounting policies Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As Reported Balances without adoption of Topic 606 Effect of Change Higher/(Lower) As Reported Balances without adoption of Topic 606 Effect of Change Higher/(Lower) Revenues $ 205,375 $ 206,048 $ (673 ) $ 569,767 $ 568,985 $ 782 Cost of revenues 159,213 157,476 1,737 445,356 441,973 3,383 Gross profit 46,162 48,572 (2,410 ) 124,411 127,012 (2,601 ) Operating expenses: Selling, general and administrative expenses 28,866 28,866 — 84,871 84,871 — Operating income 17,296 19,706 (2,410 ) 39,540 42,141 (2,601 ) Other expenses, net 3,244 3,244 — 10,754 10,754 — Income before provision for income taxes 14,052 16,462 (2,410 ) 28,786 31,387 (2,601 ) Income tax provision 3,351 3,493 (142 ) 1,879 2,040 (161 ) Net income 10,701 12,969 (2,268 ) 26,907 29,347 (2,440 ) Net income attributable to redeemable non-controlling interests — — — (516 ) (516 ) — Net income attributable to common shareholders $ 10,701 $ 12,969 $ (2,268 ) $ 26,391 $ 28,831 $ (2,440 ) Basic income per share $ 0.23 $ 0.28 $ (0.05 ) $ 0.58 $ 0.63 $ (0.05 ) Diluted income per share $ 0.23 $ 0.28 $ (0.05 ) $ 0.57 $ 0.62 $ (0.05 ) September 30, 2018 As Reported Balances without adoption of Topic 606 Effect of Change Higher/(Lower) Assets: Costs and estimated earnings in excess of billings $ 66,471 $ 74,886 $ (8,415 ) Prepaid expenses and other current assets 13,123 12,196 927 Liabilities: Accrued expenses and other current liabilities 28,067 26,910 1,157 Deferred income taxes, net 3,453 5,202 (1,749 ) Shareholders' Equity: Retained earnings 258,213 265,110 (6,897 ) |
Summary of Disaggregation of Revenue | The following table provides information about disaggregated revenue by line of business, reportable segments, and geographical region for the three and nine months ended September 30, 2018 . US Regions U.S. Federal Canada Non-Solar DG All Other Total Line of Business Three Months Ended September 30, 2018 Project revenue $ 77,345 $ 49,762 $ 9,206 $ 1,268 $ 4,074 $ 141,655 O&M revenue 4,432 10,733 15 2,006 — 17,186 Energy assets 4,064 1,507 921 18,790 222 25,504 Other 561 376 1,462 74 18,557 21,030 Total revenues $ 86,402 $ 62,378 $ 11,604 $ 22,138 $ 22,853 $ 205,375 Nine months ended September 30, 2018 Project revenue $ 223,662 $ 135,037 $ 21,459 $ 3,368 $ 8,844 $ 392,370 O&M revenue 12,396 29,477 34 6,260 — 48,167 Energy assets 12,844 3,416 2,304 50,405 821 69,790 Other 969 447 4,669 143 53,212 59,440 Total revenues $ 249,871 $ 168,377 $ 28,466 $ 60,176 $ 62,877 $ 569,767 Geographical Regions Three Months Ended September 30, 2018 United States $ 86,402 $ 62,378 $ 419 $ 22,138 $ 17,445 $ 188,782 Canada — — 11,185 — 33 11,218 Other — — — — 5,375 5,375 Total revenues $ 86,402 $ 62,378 $ 11,604 $ 22,138 $ 22,853 $ 205,375 Nine months ended September 30, 2018 United States $ 249,871 $ 168,377 $ 1,587 $ 60,176 $ 51,336 $ 531,347 Canada — — 26,879 — 261 27,140 Other — — — — 11,280 11,280 Total revenues $ 249,871 $ 168,377 $ 28,466 $ 60,176 $ 62,877 $ 569,767 |
Summary of Contract with Customer, Asset and Liability | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: January 1, 2018 September 30, 2018 Accounts receivable, net $ 85,121 $ 90,378 Accounts receivable retainage, net 17,484 14,401 Contract Assets: Costs and estimated earnings in excess of billings 95,658 66,471 Contract Liabilities: Billings in excess of cost and estimated earnings 27,248 39,533 |
Business Acquisitions and Rel_2
Business Acquisitions and Related Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation by Acquisitions | A summary of the cumulative consideration paid and the allocation of the purchase price of all of the acquisitions in each respective year is as follows: 2018 2017 Accounts receivable $ 793 $ — Prepaid expenses and other current assets 11 256 Property and equipment and energy assets 63,119 7,788 Intangibles 680 — Goodwill 3,042 — Accounts payable (42 ) — Purchase price $ 67,687 $ 8,044 Total, net of cash received $ 67,687 $ 8,044 Debt assumed $ — $ 5,635 Total fair value of consideration $ 67,687 $ 2,409 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying value of goodwill attributable to each reportable segment are as follows: U.S. Regions U.S. Federal Canada Non-solar DG Other Total Balance, December 31, 2017 $ 24,759 $ 3,375 $ 3,494 $ — $ 24,507 $ 56,135 Goodwill acquired during the year 1,611 1,431 — — — 3,042 Currency effects — — (96 ) — (228 ) (324 ) Balance, September 30, 2018 $ 26,370 $ 4,806 $ 3,398 $ — $ 24,279 $ 58,853 Accumulated Goodwill Impairment Balance, December 31, 2017 $ — $ — $ (1,016 ) $ — $ — $ (1,016 ) Accumulated Goodwill Impairment Balance, September 30, 2018 $ — $ — $ (1,016 ) $ — $ — $ (1,016 ) |
Schedule of Intangible Assets, Net | The gross carrying amount and accumulated amortization of intangible assets are as follows: As of September 30, As of December 31, 2018 2017 Gross Carrying Amount Customer contracts $ 7,888 $ 7,786 Customer relationships 12,195 11,863 Non-compete agreements 3,029 3,052 Technology 2,737 2,751 Trade names 544 546 26,393 25,998 Accumulated Amortization Customer contracts 7,708 7,786 Customer relationships 10,151 9,557 Non-compete agreements 3,028 3,048 Technology 2,665 2,642 Trade names 526 525 24,078 23,558 Intangible assets, net $ 2,315 $ 2,440 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: Gross Unrecognized Tax Benefits Balance, December 31, 2017 $ 600 Additions for prior year tax positions — Settlements with tax authorities — Reductions of prior year tax positions — Balance, September 30, 2018 $ 600 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Liabilities Measured on a Recurring Basis | The following table presents the input level used to determine the fair values of the Company’s financial instruments measured at fair value on a recurring basis: Fair Value as of September 30, December 31, Level 2018 2017 Assets: Interest rate swap instruments 2 $ 1,494 $ 233 Commodity swap instruments 2 34 — Total assets $ 1,528 $ 233 Liabilities: Interest rate swap instruments 2 $ 1,548 $ 3,529 Commodity swap instruments 2 46 — Interest make-whole provisions 2 1,488 — Contingent revenue earn-out 3 555 — Total liabilities $ 3,637 $ 3,529 |
Fair Value, by Balance Sheet Grouping | Based on the analysis performed, the fair value and the carrying value of the Company’s long-term debt, excluding capital leases, are as follows: As of September 30, 2018 As of December 31, 2017 Fair Value Carrying Value Fair Value Carrying Value Long-term debt value (Level 2) $ 213,632 $ 213,877 $ 160,108 $ 160,598 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | Active Hybrid Instrument Effective Date Expiration Date Fair Value ($) Interest make-whole provisions June/August 2018 December 2038 $ 1,488 At September 30, 2018 and December 31, 2017, the following table presents information about the fair value amounts of the Company’s derivative instruments is as follows: Derivatives as of September 30, 2018 December 31, 2017 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives Designated as Hedging Instruments: Interest rate swap contracts Other assets $ 1,428 Other assets $ 233 Interest rate swap contracts Other liabilities $ 1,548 Other liabilities $ 3,529 Derivatives Not Designated as Hedging Instruments: Interest rate swap contracts Other assets $ 66 Other assets $ — Interest rate swap contracts Other liabilities $ — Other liabilities $ — Commodity swap contracts Other assets $ 34 Other assets $ — Commodity swap contracts Other liabilities $ 46 Other liabilities $ — Interest make-whole provisions Other liabilities $ 1,488 Other liabilities $ — |
Schedule of Derivative Effect on Consolidated Statement of Income (Loss) | The following tables present information about the effects of the Company’s derivative instruments on the consolidated statements of income (loss) and consolidated statements of comprehensive income (loss): Location of (Gain) Loss Recognized in Net Income (Loss) Amount of (Gain) Loss Recognized in Net Income (Loss) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Derivatives Designated as Hedging Instruments: Interest rate swap contracts Other expenses, net $ (41 ) $ (28 ) $ (166 ) $ (206 ) Derivatives not Designated as Hedging Instruments: Interest rate swap contracts Other expenses, net $ (271 ) $ — $ (344 ) $ — Commodity swap contracts Other expenses, net $ (33 ) $ — $ 12 $ — Interest make-whole provision Other expenses, net $ 16 $ — $ 16 $ — |
Schedule of Derivative Instruments Effect on Comprehensive Income (Loss) | Nine Months Ended September 30, 2018 Derivatives Designated as Hedging Instruments: Accumulated loss in AOCI at the beginning of the period $ (2,197 ) Unrealized gain recognized in AOCI 2,300 Gain reclassified from AOCI to other expenses, net (166 ) Accumulated loss in AOCI at the end of the period $ (63 ) |
Schedule of Active Derivative Instruments | The followings tables present a listing of all the Company’s active derivative instruments as of September 30, 2018 : Active Interest Rate Swap Effective Date Expiration Date Initial Notional Amount ($) Status 15-Year, 3.19% Fixed June 2018 June 2033 $ 10,000 Designated 3-Year, 2.46% Fixed March 2018 December 2020 17,100 Not Designated 10-Year, 4.74% Fixed June 2017 December 2027 14,100 Designated 15-Year, 3.26% Fixed February 2023 December 2038 14,084 Designated 7-Year, 2.19% Fixed February 2016 February 2023 20,746 Designated 8-Year, 3.70% Fixed March 2020 June 2028 14,643 Designated 8-Year, 3.70% Fixed March 2020 June 2028 10,734 Designated 8-Year, 1.71% Fixed October 2012 March 2020 9,665 Designated 8-Year, 1.71% Fixed October 2012 March 2020 7,085 Designated 15-Year, 5.30% Fixed February 2006 February 2021 3,256 Designated 15.5-Year, 5.40% Fixed September 2008 March 2024 13,081 Designated Active Commodity Swap Effective Date Expiration Date Initial Notional Amount (Volume) Commodity Measurement Status 1-Year, $2.84 MMBtu Fixed May 2018 April 2019 323,390 MMBtus Not Designated 1-Year, $2.68 MMBtu Fixed May 2019 April 2020 437,004 MMBtus Not Designated 1-Year, $2.70 MMBtu Fixed May 2020 April 2021 435,810 MMBtus Not Designated Active Hybrid Instrument Effective Date Expiration Date Fair Value ($) Interest make-whole provisions June/August 2018 December 2038 $ 1,488 |
Investment Funds (Tables)
Investment Funds (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | A summary of amounts related to the investment funds in the Company’s consolidated balance sheets is as follows: September 30, December 31, 2018 2017 Cash $ 3,515 $ 444 Restricted cash 1,690 1,553 Accounts receivable 554 328 Costs and estimated earnings in excess of billings 278 360 Prepaid expenses and other current assets 25 8 Energy assets, net 106,818 55,712 Accounts payable 3,891 764 Accrued liabilities 29 74 Other liabilities 1,543 75 Long term debt, net deferred financing fees 28,055 — |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Operational Results by Business Segments | An analysis of the Company’s business segment information and reconciliation to the condensed consolidated financial statements is as follows: U.S. Regions U.S. Federal Canada Non-Solar DG All Other Total Consolidated Three Months Ended September 30, 2018 Revenues $ 86,402 $ 62,378 $ 11,604 $ 22,138 $ 22,853 $ 205,375 Interest income 2 36 — 38 — 76 Interest expense 1,403 225 480 1,681 (13 ) 3,776 Depreciation and amortization of intangible assets 1,341 671 294 4,530 378 7,214 Unallocated corporate activity — — — — — (8,648 ) Income before taxes, excluding unallocated corporate activity 5,256 10,969 664 3,851 1,959 22,699 Three Months Ended September 30, 2017 Revenues $ 82,633 $ 63,873 $ 14,719 $ 22,847 $ 20,672 $ 204,744 Interest income 1 14 — 26 — 41 Interest expense 856 292 512 1,118 13 2,791 Depreciation and amortization of intangible assets 867 644 303 3,875 497 6,186 Unallocated corporate activity — — — — — (6,839 ) Income before taxes, excluding unallocated corporate activity 6,432 8,753 1,537 1,798 991 19,511 Nine Months Ended September 30, 2018 Revenues $ 249,871 $ 168,377 $ 28,466 $ 60,176 $ 62,877 $ 569,767 Interest income 5 84 — 120 — 209 Interest expense 3,911 771 1,464 4,575 — 10,721 Depreciation and amortization of intangible assets 4,048 2,004 873 12,942 1,134 21,001 Unallocated corporate activity — — — — — (23,268 ) Income (loss) before taxes, excluding unallocated corporate activity 14,606 26,864 (1,983 ) 8,796 3,771 52,054 Nine Months Ended September 30, 2017 Revenues $ 191,956 $ 170,903 $ 33,211 $ 53,703 $ 56,246 $ 506,019 Interest income 2 29 1 55 — 87 Interest expense 1,950 888 1,465 3,214 38 7,555 Depreciation and amortization of intangible assets 1,940 1,951 878 11,416 1,407 17,592 Unallocated corporate activity — — — — — (20,931 ) Income before taxes, excluding unallocated corporate activity 7,388 23,079 1,638 3,825 2,304 38,234 |
Long-term Debt Long-Term Debt (
Long-term Debt Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt comprised the following: Rate as of September 30, 2018 September 30, 2018 December 31, 2017 Senior secured credit facility, due June 2020, interest at varying rates monthly in arrears 4.40 % $ 44,552 $ 49,986 Variable rate term loan payable in semi-annual installments through February 2021 4.59 % 1,071 1,220 Variable rate term loan payable in semi-annual installments through June 2024 4.09 % 7,781 8,295 Variable rate term loan payable in quarterly installments through December 2024 — % — 8,757 Term loan payable in quarterly installments through March 2021 7.25 % 1,769 2,218 Term loan payable in monthly installments through June 2028 6.11 % 4,076 4,551 Variable rate term loan payable in quarterly installments through June 2020 5.59 % 31,308 32,711 Variable rate term loan payable in quarterly installments through October 2023 4.84 % 17,966 18,346 Term loan payable in quarterly installments through June 2031 4.95 % 4,191 4,605 Term loan payable in quarterly installments through February 2034 5.61 % 2,888 3,128 Variable rate construction loan payable, due June 2018 7.00 % — 1,721 Term loan payable in quarterly installments through April 2027 4.50 % 22,081 13,325 Term loan payable in quarterly installments through March 2028 5.00 % 4,050 4,258 Variable rate term loan payable in quarterly installments through December 2027 4.79 % 13,477 14,034 Variable rate term loan payable in quarterly installments through August 2022 9.84 % 26,842 — Term loan payable in quarterly installments through December 2038 5.15 % 30,029 — Variable rate term loan payable in semi-annual installments through June 2033 4.39 % 9,971 — Capital leases 36,772 35,013 $ 258,824 $ 202,168 Less - current maturities 24,397 22,375 Less - deferred financing fees 8,175 6,556 Long-term debt $ 226,252 $ 173,237 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Principles of Consolidation (Details) - fund | Sep. 30, 2018 | Jun. 30, 2018 |
Accounting Policies [Abstract] | ||
Investment funds, purchase of solar energy systems | 3 | 3 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Use of Estimates (Details) | 9 Months Ended |
Sep. 30, 2018$ / participant | |
Accounting Policies [Abstract] | |
Maximum exposure per participant | 100,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Accounting Policies [Abstract] | |||
Restricted cash non-current | $ 19,025 | $ 20,092 | $ 19,397 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | |
Changes in the Allowance for Doubtful Accounts [Roll Forward] | |||
Allowance for doubtful accounts, beginning of period | $ 3,315 | $ 7,836 | |
Charges to costs and expenses | 483 | 68 | |
Account write-offs and other | (361) | (4,088) | |
Allowance for doubtful accounts, end of period | $ 3,437 | $ 3,816 | $ 7,836 |
Minimum | |||
Changes in the Allowance for Doubtful Accounts [Roll Forward] | |||
Accounts receivable retainage | 5.00% | ||
Maximum | |||
Changes in the Allowance for Doubtful Accounts [Roll Forward] | |||
Accounts receivable retainage | 10.00% | ||
Accounts receivable | |||
Changes in the Allowance for Doubtful Accounts [Roll Forward] | |||
Allowance for doubtful accounts receivable, period increase | $ 2,394 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Project Development Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Capitalized project development costs, noncurrent | $ 3,921 | $ 1,524 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer equipment and software costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer equipment and software costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Automobiles | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Energy Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||
Interest costs capitalized | $ 638 | $ 925 | $ 2,376 | $ 3,452 | |
Minimum qualifying operating period for prorated repayments of grants | 5 years | ||||
Deferred grant income | $ 6,774 | $ 6,774 | $ 7,188 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 15 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Asset Retirement Obligations (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Asset retirement obligation | $ 0 | $ 0 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Sale-Leaseback (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($)project | Sep. 30, 2017USD ($)project | Sep. 30, 2018USD ($)project | Sep. 30, 2017USD ($)project | Sep. 30, 2016USD ($) | |
Sale Leaseback Transaction [Line Items] | |||||
Sale Price | $ 5,145,000 | $ 30,611,000 | |||
Net amortization expense | $ (48,000) | $ (25,000) | (153,000) | $ (49,000) | |
Solar Photovoltaic Projects | |||||
Sale Leaseback Transaction [Line Items] | |||||
Maximum combined funding amount | $ 100,000 | $ 100,000 | $ 100,000,000 | ||
Number of Solar PV Projects Sold | project | 2 | 3 | 2 | 1 | |
Sale Price | $ 5,145,000 | $ 9,157,000 | |||
Deferred Gain Recorded | 611,000 | 642,000 | |||
Deferred Loss Recorded | 0 | 0 | |||
Capital Lease Asset/Liability Recorded | $ 2,591,000 | $ 4,114,000 | $ 2,591,000 | $ 4,114,000 | |
Initial Lease Term | 20 years | 20 years | |||
Percentage of fair value threshold, integral equipment | 10.00% | ||||
Solar Photovoltaic Projects | Minimum | |||||
Sale Leaseback Transaction [Line Items] | |||||
Lease Payment | $ 1,000 | $ 13,000 | |||
Solar Photovoltaic Projects | Maximum | |||||
Sale Leaseback Transaction [Line Items] | |||||
Lease Payment | $ 738,000 | $ 231,000 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Amounts Related to Sale-Leaseback (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Sale Leaseback Transaction [Line Items] | ||
Capital lease assets, net | $ 6,649 | $ 5,303 |
Solar Photovoltaic Projects | ||
Sale Leaseback Transaction [Line Items] | ||
Deferred loss, short-term, net | 115 | 118 |
Deferred loss, long-term, net | 1,946 | 2,054 |
Total deferred loss | 2,061 | 2,172 |
Capital lease liabilities, short-term | 4,838 | 4,157 |
Capital lease liabilities, long-term | 31,897 | 30,712 |
Total capital lease liabilities | 36,735 | 34,869 |
Deferred gain, short-term, net | 344 | 338 |
Deferred gain, long-term, net | 5,935 | 5,835 |
Total deferred gain | 6,279 | 6,173 |
Assets Held under Capital Leases | ||
Sale Leaseback Transaction [Line Items] | ||
Capital lease assets, net | $ 38,782 | $ 36,676 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | Jan. 01, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Deferred income tax assets, net | $ 1,003 | ||||||
Stock-based compensation expense | $ 390 | $ 326 | $ 1,137 | $ 976 | |||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Non-vested stock options unrecognized compensation expense | $ 3,119 | $ 3,119 | |||||
Non-vested stock options unrecognized compensation expense, weighted-average period of recognition | 2 years 2 months 12 days | ||||||
Accounting Standards Update 2016-09 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Deferred income tax assets, net | $ 4,000 | ||||||
Accounting Standards Update 2016-09 | Retained Earnings | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Credit to retained earnings | $ (4,000) |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Share Repurchase Program (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Feb. 28, 2017 | Apr. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Open market purchase of treasury shares | $ 1,772,000 | ||||
Open market purchase of treasury shares, fees | $ 9,000 | $ 23,000 | |||
Treasury Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Open market purchase of common shares (in shares) | 0 | 212,231 | 574,848 | ||
Open market purchase of treasury shares | $ 1,772,000 | $ 3,412,000 | |||
Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchase program, authorized amount (up to) | $ 15,000,000 | $ 10,000,000 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Derivative Financial Instruments (Details) - Accounting Standards Update 2017-12 - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative impact from the adoption of ASU | $ (54) | |
Other expenses, net | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative impact from the adoption of ASU | $ 54 | |
Retained Earnings | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative impact from the adoption of ASU | 432 | |
Accumulated Other Comprehensive Loss | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative impact from the adoption of ASU | $ 54 | $ (486) |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||||
Net income attributable to common shareholders | $ 10,701 | $ 8,493 | $ 26,391 | $ 13,680 |
Basic weighted-average shares outstanding (in shares) | 45,854 | 45,524 | 45,599 | 45,500 |
Effect of dilutive securities: | ||||
Stock options (in shares) | 1,090 | 247 | 910 | 164 |
Diluted weighted-average shares outstanding (in shares) | 46,944 | 45,771 | 46,509 | 45,664 |
Stock options excluded from calculation of dilutive shares as the effect would be anti-dilutive (in shares) | 758 | 2,627 | 1,273 | 2,605 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - Accounting Standards Update 2017-12 - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative impact from the adoption of ASU | $ (54) | |
Other expenses, net | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative impact from the adoption of ASU | $ 54 | |
Retained Earnings | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative impact from the adoption of ASU | $ 432 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Increase (decrease) in retained earnings | $ 258,213,000 | $ 258,213,000 | $ 231,390,000 | $ 235,844,000 |
Contract with customer, liability, noncurrent | 7,017,000 | 7,017,000 | ||
Contract with customer, asset, reclassified to receivable | 398,917,000 | |||
Contract with customer, asset, revenue recognized | 344,768,000 | |||
Contract with customer, liability, revenue recognized | 116,892,000 | |||
Contract with customer, liability, billings | 119,961,000 | |||
Revenue, remaining performance obligation | $ 1,757,000,000 | $ 1,757,000,000 | ||
Revenue, remaining performance obligation, percentage | 26.00% | 26.00% | ||
Capitalized commission costs | 927,000 | |||
Capitalized contract cost, impairment loss | $ 0 | |||
Capitalized contract cost, project development costs | $ 7,561,000 | $ 13,571,000 | ||
Minimum | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Contract receivable retainage percentage | 5.00% | 5.00% | ||
Maximum | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Contract receivable retainage percentage | 10.00% | 10.00% | ||
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Increase (decrease) in retained earnings | $ (6,897,000) | $ (6,897,000) | $ (4,454,000) |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Impact of Adoption (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Assets: | ||||||
Costs and estimated earnings in excess of billings | $ 66,471 | $ 66,471 | $ 95,658 | $ 104,852 | ||
Prepaid expenses and other current assets | 13,123 | 13,123 | 18,380 | 14,037 | ||
Deferred income taxes, net | 1,003 | |||||
Liabilities: | ||||||
Accrued expenses and other current liabilities | 28,067 | 28,067 | 24,450 | 23,260 | ||
Deferred income taxes, net | 3,453 | 3,453 | 0 | 584 | ||
Shareholders' Equity: | ||||||
Retained earnings | 258,213 | 258,213 | 231,390 | $ 235,844 | ||
Income Statement [Abstract] | ||||||
Revenues | 205,375 | $ 204,744 | 569,767 | $ 506,019 | ||
Cost of revenues | 159,213 | 163,377 | 445,356 | 403,320 | ||
Gross profit | 46,162 | 41,367 | 124,411 | 102,699 | ||
Operating expenses: | ||||||
Selling, general and administrative expenses | 28,866 | 27,027 | 84,871 | 80,164 | ||
Operating income | 17,296 | 14,340 | 39,540 | 22,535 | ||
Other expenses, net | 3,244 | 1,668 | 10,754 | 5,232 | ||
Income before provision for income taxes | 14,052 | 12,672 | 28,786 | 17,303 | ||
Income tax provision | 3,351 | 3,881 | 1,879 | 4,296 | ||
Net income | 10,701 | 8,791 | 26,907 | 13,007 | ||
Net (income) loss attributable to redeemable non-controlling interests | 0 | (298) | (516) | 673 | ||
Net income attributable to common shareholders | $ 10,701 | $ 8,493 | $ 26,391 | $ 13,680 | ||
Basic income per share (in usd per share) | $ 0.23 | $ 0.19 | $ 0.58 | $ 0.30 | ||
Diluted income per share (in usd per share) | $ 0.23 | $ 0.19 | $ 0.57 | $ 0.30 | ||
Balances without adoption of Topic 606 | ||||||
Assets: | ||||||
Costs and estimated earnings in excess of billings | $ 74,886 | $ 74,886 | 104,852 | |||
Prepaid expenses and other current assets | 12,196 | 12,196 | 14,037 | |||
Deferred income taxes, net | 0 | |||||
Liabilities: | ||||||
Accrued expenses and other current liabilities | 26,910 | 26,910 | 23,260 | |||
Deferred income taxes, net | 5,202 | 5,202 | 584 | |||
Shareholders' Equity: | ||||||
Retained earnings | 265,110 | 265,110 | 235,844 | |||
Income Statement [Abstract] | ||||||
Revenues | 206,048 | 568,985 | ||||
Cost of revenues | 157,476 | 441,973 | ||||
Gross profit | 48,572 | 127,012 | ||||
Operating expenses: | ||||||
Selling, general and administrative expenses | 28,866 | 84,871 | ||||
Operating income | 19,706 | 42,141 | ||||
Other expenses, net | 3,244 | 10,754 | ||||
Income before provision for income taxes | 16,462 | 31,387 | ||||
Income tax provision | 3,493 | 2,040 | ||||
Net income | 12,969 | 29,347 | ||||
Net (income) loss attributable to redeemable non-controlling interests | 0 | (516) | ||||
Net income attributable to common shareholders | $ 12,969 | $ 28,831 | ||||
Basic income per share (in usd per share) | $ 0.28 | $ 0.63 | ||||
Diluted income per share (in usd per share) | $ 0.28 | $ 0.62 | ||||
606 Adjustments | Accounting Standards Update 2014-09 | ||||||
Assets: | ||||||
Costs and estimated earnings in excess of billings | $ (8,415) | $ (8,415) | (9,194) | |||
Prepaid expenses and other current assets | 927 | 927 | 4,343 | |||
Deferred income taxes, net | 1,003 | |||||
Liabilities: | ||||||
Accrued expenses and other current liabilities | 1,157 | 1,157 | 1,190 | |||
Deferred income taxes, net | (1,749) | (1,749) | (584) | |||
Shareholders' Equity: | ||||||
Retained earnings | (6,897) | (6,897) | $ (4,454) | |||
Income Statement [Abstract] | ||||||
Revenues | (673) | 782 | ||||
Cost of revenues | 1,737 | 3,383 | ||||
Gross profit | (2,410) | (2,601) | ||||
Operating expenses: | ||||||
Selling, general and administrative expenses | 0 | 0 | ||||
Operating income | (2,410) | (2,601) | ||||
Other expenses, net | 0 | 0 | ||||
Income before provision for income taxes | (2,410) | (2,601) | ||||
Income tax provision | (142) | (161) | ||||
Net income | (2,268) | (2,440) | ||||
Net (income) loss attributable to redeemable non-controlling interests | 0 | 0 | ||||
Net income attributable to common shareholders | $ (2,268) | $ (2,440) | ||||
Basic income per share (in usd per share) | $ (0.05) | $ (0.05) | ||||
Diluted income per share (in usd per share) | $ (0.05) | $ (0.05) |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 205,375 | $ 204,744 | $ 569,767 | $ 506,019 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 188,782 | 531,347 | ||
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,218 | 27,140 | ||
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,375 | 11,280 | ||
Project revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 141,655 | 392,370 | ||
O&M revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,186 | 48,167 | ||
Energy assets | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,504 | 69,790 | ||
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21,030 | 59,440 | ||
U.S. Regions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 86,402 | 249,871 | ||
U.S. Regions | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 86,402 | 249,871 | ||
U.S. Regions | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
U.S. Regions | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
U.S. Regions | Project revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 77,345 | 223,662 | ||
U.S. Regions | O&M revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,432 | 12,396 | ||
U.S. Regions | Energy assets | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,064 | 12,844 | ||
U.S. Regions | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 561 | 969 | ||
U.S. Federal | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 62,378 | 168,377 | ||
U.S. Federal | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 62,378 | 168,377 | ||
U.S. Federal | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
U.S. Federal | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
U.S. Federal | Project revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 49,762 | 135,037 | ||
U.S. Federal | O&M revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 10,733 | 29,477 | ||
U.S. Federal | Energy assets | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,507 | 3,416 | ||
U.S. Federal | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 376 | 447 | ||
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,604 | 28,466 | ||
Canada | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 419 | 1,587 | ||
Canada | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,185 | 26,879 | ||
Canada | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Canada | Project revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,206 | 21,459 | ||
Canada | O&M revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 15 | 34 | ||
Canada | Energy assets | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 921 | 2,304 | ||
Canada | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,462 | 4,669 | ||
Non-Solar DG | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 22,138 | 60,176 | ||
Non-Solar DG | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 22,138 | 60,176 | ||
Non-Solar DG | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Non-Solar DG | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Non-Solar DG | Project revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,268 | 3,368 | ||
Non-Solar DG | O&M revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,006 | 6,260 | ||
Non-Solar DG | Energy assets | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 18,790 | 50,405 | ||
Non-Solar DG | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 74 | 143 | ||
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 22,853 | 62,877 | ||
Other | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,445 | 51,336 | ||
Other | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 33 | 261 | ||
Other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,375 | 11,280 | ||
Other | Project revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,074 | 8,844 | ||
Other | O&M revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Other | Energy assets | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 222 | 821 | ||
Other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 18,557 | $ 53,212 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net | $ 90,378 | $ 85,121 | $ 85,121 |
Accounts receivable retainage, net | 14,401 | 17,484 | 17,484 |
Contract Assets: | |||
Costs and estimated earnings in excess of billings | 66,471 | 95,658 | $ 104,852 |
Contract Liabilities: | |||
Billings in excess of cost and estimated earnings | $ 39,533 | $ 27,248 |
Business Acquisitions and Rel_3
Business Acquisitions and Related Transactions - Additional Information (Details) | 1 Months Ended | 9 Months Ended | |
Jan. 31, 2017USD ($)project | Sep. 30, 2018USD ($)projectdeveloper | Dec. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |||
Number of projects acquired | project | 2 | ||
Energy assets, net | $ 442,018,000 | $ 356,443,000 | |
Cash acquired | $ 0 | ||
Solar Photovoltaic Projects | |||
Business Acquisition [Line Items] | |||
Number of projects acquired | project | 2 | ||
Initial cash payment | $ 2,409,000 | ||
Debt assumed | $ 5,635,000 | ||
Solar Projects 1 | |||
Business Acquisition [Line Items] | |||
Number of projects acquired | project | 5 | ||
Initial cash payment | $ 59,097,000 | ||
Number of developers | developer | 2 | ||
Fair value of consideration | $ 63,119,000 | ||
Contingent consideration, liability | 4,022,000 | ||
Solar Project 2 | |||
Business Acquisition [Line Items] | |||
Initial cash payment | $ 916,000 | ||
Number of developers | developer | 1 | ||
Fair value of consideration | $ 3,019,000 | ||
Undisclosed Name of Acquiree 1 | |||
Business Acquisition [Line Items] | |||
Initial cash payment | 1,901,000 | ||
Debt assumed | 0 | ||
Fair value of consideration | $ 2,326,000 | ||
Contingent consideration, liability, acquired receivables, payment period | 15 months | ||
Undisclosed Name of Acquiree 2 | |||
Business Acquisition [Line Items] | |||
Initial cash payment | $ 1,691,000 | ||
Debt assumed | 0 | ||
Contingent consideration, liability | $ 2,000,000 | ||
Contingent consideration, liability, revenue targets, period | 5 years | ||
Contingent consideration, liability, fair value at date of acquisition | $ 555,000 | ||
Minimum | |||
Business Acquisition [Line Items] | |||
Estimated useful life | 1 year | ||
Minimum | Solar Photovoltaic Projects | |||
Business Acquisition [Line Items] | |||
Estimated useful life | 1 year | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Estimated useful life | 15 years | ||
Maximum | Solar Photovoltaic Projects | |||
Business Acquisition [Line Items] | |||
Estimated useful life | 15 years |
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 | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 58,853 | $ 56,135 | |
Total, net of cash received | 62,687 | $ 2,409 | |
Solar Photovoltaic Projects And EEX | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 793 | 0 | |
Prepaid expenses and other current assets | 11 | 256 | |
Property and equipment and energy assets | 63,119 | 7,788 | |
Intangibles | 680 | 0 | |
Goodwill | 3,042 | 0 | |
Accounts payable | (42) | 0 | |
Purchase price | 67,687 | 8,044 | |
Total, net of cash received | 67,687 | 8,044 | |
Debt assumed | 0 | 5,635 | |
Total fair value of consideration | $ 67,687 | $ 2,409 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Balance, December 31, 2017 | $ 56,135 | |
Goodwill acquired during the year | 3,042 | |
Currency effects | (324) | |
Balance, September 30, 2018 | 58,853 | |
Accumulated goodwill impairment | (1,016) | $ (1,016) |
Operating Segments | U.S. Regions | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2017 | 24,759 | |
Goodwill acquired during the year | 1,611 | |
Currency effects | 0 | |
Balance, September 30, 2018 | 26,370 | |
Accumulated goodwill impairment | 0 | 0 |
Operating Segments | U.S. Federal | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2017 | 3,375 | |
Goodwill acquired during the year | 1,431 | |
Currency effects | 0 | |
Balance, September 30, 2018 | 4,806 | |
Accumulated goodwill impairment | 0 | 0 |
Operating Segments | Canada | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2017 | 3,494 | |
Goodwill acquired during the year | 0 | |
Currency effects | (96) | |
Balance, September 30, 2018 | 3,398 | |
Accumulated goodwill impairment | (1,016) | (1,016) |
Operating Segments | Non-solar DG | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2017 | 0 | |
Goodwill acquired during the year | 0 | |
Currency effects | 0 | |
Balance, September 30, 2018 | 0 | |
Accumulated goodwill impairment | 0 | 0 |
Operating Segments | Other | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2017 | 24,507 | |
Goodwill acquired during the year | 0 | |
Currency effects | (228) | |
Balance, September 30, 2018 | 24,279 | |
Accumulated goodwill impairment | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)project | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Number of projects acquired | project | 2 | ||||
Goodwill acquired during the year | $ 3,042 | ||||
Gross Carrying Amount | $ 26,393 | 26,393 | $ 25,998 | ||
Accumulated Amortization | 24,078 | 24,078 | 23,558 | ||
Intangible assets, net | 2,315 | 2,315 | 2,440 | ||
Amortization of intangible assets | 771 | $ 1,082 | |||
Customer contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 7,888 | 7,888 | 7,786 | ||
Accumulated Amortization | 7,708 | 7,708 | 7,786 | ||
Amortization of intangible assets | 0 | $ 8 | 0 | 23 | |
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 12,195 | 12,195 | 11,863 | ||
Accumulated Amortization | 10,151 | 10,151 | 9,557 | ||
Non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 3,029 | 3,029 | 3,052 | ||
Accumulated Amortization | 3,028 | 3,028 | 3,048 | ||
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 2,737 | 2,737 | 2,751 | ||
Accumulated Amortization | 2,665 | 2,665 | 2,642 | ||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 544 | 544 | 546 | ||
Accumulated Amortization | 526 | 526 | $ 525 | ||
Other intangible assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 269 | $ 358 | 771 | $ 1,059 | |
Undisclosed Name of Acquiree 1 | Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | $ 500 | ||||
Remaining amortization period of asset acquired | 8 years | ||||
Undisclosed Name of Acquiree 2 | Customer contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | $ 180 | ||||
Remaining amortization period of asset acquired | 2 years | ||||
Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
All other acquired intangible assets useful life | 1 year | ||||
Minimum | Customer contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets useful life | 1 year | ||||
Minimum | Other intangible assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
All other acquired intangible assets useful life | 4 years | ||||
Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
All other acquired intangible assets useful life | 15 years | ||||
Maximum | Customer contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets useful life | 5 years | ||||
Maximum | Other intangible assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
All other acquired intangible assets useful life | 15 years |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax provision | $ 3,351 | $ 3,881 | $ 1,879 | $ 4,296 | ||
Effective tax rate | 23.80% | 30.60% | 6.50% | 24.80% | ||
Effective income tax rate reconciliation, Section 179D deduction | $ 5,900 | |||||
Unrecognized tax benefits | $ 600 | 600 | $ 600 | $ 600 | ||
Unrecognized tax benefits, if recognized would affect effective income tax rate | $ 80 | $ 80 | $ 80 | $ 80 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Balance, December 31, 2017 | $ 600 |
Additions for prior year tax positions | 0 |
Settlements with tax authorities | 0 |
Reductions of prior year tax positions | 0 |
Balance, September 30, 2018 | $ 600 |
Commitments and Contingencies-
Commitments and Contingencies- Commitments as a Result of Acquisitions (Details) | 9 Months Ended | ||
Sep. 30, 2018USD ($)project | Dec. 31, 2017USD ($) | Jun. 30, 2014GBP (£) | |
Loss Contingencies [Line Items] | |||
Number of projects acquired | project | 2 | ||
EEX | |||
Loss Contingencies [Line Items] | |||
Business combination, contingent consideration arrangements, range of outcomes, value, high (up to) | $ 5,861,000 | £ 4,500,000 | |
Contingent consideration, liability | 0 | $ 0 | |
Undisclosed Name of Acquiree 1 | |||
Loss Contingencies [Line Items] | |||
Contingent consideration, liability, certain acquired receivables | $ 425,000 | ||
Contingent consideration, liability, acquired receivables, payment period | 15 months | ||
Undisclosed Name of Acquiree 2 | |||
Loss Contingencies [Line Items] | |||
Contingent consideration, liability | $ 2,000,000 | ||
Contingent consideration, liability, revenue earn-outs, payment period | 5 years | ||
Contingent consideration, liability, revenue earn-outs | $ 555,000 | ||
Solar Projects 1 | |||
Loss Contingencies [Line Items] | |||
Contingent consideration, liability | $ 4,022,000 | ||
Number of projects acquired | project | 5 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Liabilities: | ||
Total liabilities | $ 3,637 | $ 3,529 |
Level 2 | ||
Assets: | ||
Total assets | 1,528 | 233 |
Level 2 | Interest rate swap instruments | ||
Assets: | ||
Total assets | 1,494 | 233 |
Liabilities: | ||
Liability derivatives | 1,548 | 3,529 |
Level 2 | Commodity swap instruments | ||
Assets: | ||
Total assets | 34 | 0 |
Liabilities: | ||
Liability derivatives | 46 | 0 |
Level 2 | Interest make-whole provisions | ||
Liabilities: | ||
Liability derivatives | 1,488 | 0 |
Level 3 | ||
Liabilities: | ||
Contingent revenue earn-out | $ 555 | $ 0 |
Fair Value Measurement - Fair_2
Fair Value Measurement - Fair Value and Carrying Value of Long-term Debt (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Long-term debt value, Fair Value | $ 213,632,000 | $ 160,108,000 |
Long-term debt value, Carrying Value | 213,877,000 | 160,598,000 |
Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, nonrecurring | $ 0 | $ 0 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | Sep. 30, 2018 |
Interest make-whole provisions | Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.18 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments on the Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Designated | Interest rate swap instruments | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 1,428 | $ 233 |
Designated | Interest rate swap instruments | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 1,548 | 3,529 |
Not Designated | Interest rate swap instruments | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 66 | 0 |
Not Designated | Interest rate swap instruments | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 0 | 0 |
Not Designated | Commodity swap contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 34 | 0 |
Not Designated | Commodity swap contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 46 | 0 |
Not Designated | Interest make-whole provisions | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 1,488 | $ 0 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Additional Information (Details) - contract | Sep. 30, 2018 | Dec. 31, 2017 |
Not Designated | ||
Derivative [Line Items] | ||
Number of instruments held | 4 | 1 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Effects on Statements of Income (Loss) and Consolidated Statements of Comprehensive Loss (Details) - Other expenses, net - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Designated | Interest rate swap instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Gain) Loss Recognized in Net Income (Loss) | $ (41) | $ (28) | $ (166) | $ (206) |
Not Designated | Interest rate swap instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Gain) Loss Recognized in Net Income (Loss) | (271) | 0 | (344) | 0 |
Not Designated | Commodity swap contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Gain) Loss Recognized in Net Income (Loss) | (33) | 0 | 12 | 0 |
Not Designated | Interest make-whole provisions | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (Gain) Loss Recognized in Net Income (Loss) | $ 16 | $ 0 | $ 16 | $ 0 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Effects of Derivative Instruments in Accumulated Other Comprehensive Loss (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Unrealized Gain (Loss) Recognized in Accumulated Other Comprehensive Loss | |
Beginning balance | $ 336,620 |
Ending balance | 364,206 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | |
Unrealized Gain (Loss) Recognized in Accumulated Other Comprehensive Loss | |
Beginning balance | (2,197) |
Unrealized gain recognized in AOCI | 2,300 |
Gain reclassified from AOCI to other expenses, net | (166) |
Ending balance | $ (63) |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Summary of Active Derivative Instruments (Details) | Sep. 30, 2018USD ($)MMBTU$ / MMBTU | Dec. 31, 2017USD ($) |
Designated | Interest Rate Swap June 2033 | ||
Derivative [Line Items] | ||
Term of contract | 15 years | |
Fixed interest rate | 3.19% | |
Initial Notional Amount | $ 10,000,000 | |
Designated | Interest Rate Swap - December 2027 | ||
Derivative [Line Items] | ||
Term of contract | 10 years | |
Fixed interest rate | 4.74% | |
Initial Notional Amount | $ 14,100,000 | |
Designated | Interest Rate Swap - December 2038 | ||
Derivative [Line Items] | ||
Term of contract | 15 years | |
Fixed interest rate | 3.26% | |
Initial Notional Amount | $ 14,084,000 | |
Designated | Interest Rate Swap - February 2023 | ||
Derivative [Line Items] | ||
Term of contract | 7 years | |
Fixed interest rate | 2.19% | |
Initial Notional Amount | $ 20,746,000 | |
Designated | Interest Rate Swap - June 2028 - Contract 1 | ||
Derivative [Line Items] | ||
Term of contract | 8 years | |
Fixed interest rate | 3.70% | |
Initial Notional Amount | $ 14,643,000 | |
Designated | Interest Rate Swap - June 2028 - Contract 2 | ||
Derivative [Line Items] | ||
Term of contract | 8 years | |
Fixed interest rate | 3.70% | |
Initial Notional Amount | $ 10,734,000 | |
Designated | Interest Rate Swap - March 2020 - Contract 1 | ||
Derivative [Line Items] | ||
Term of contract | 8 years | |
Fixed interest rate | 1.71% | |
Initial Notional Amount | $ 9,665,000 | |
Designated | Interest Rate Swap - March 2020 - Contract 2 | ||
Derivative [Line Items] | ||
Term of contract | 8 years | |
Fixed interest rate | 1.71% | |
Initial Notional Amount | $ 7,085,000 | |
Designated | Interest Rate Swap - February 2021 | ||
Derivative [Line Items] | ||
Term of contract | 15 years | |
Fixed interest rate | 5.30% | |
Initial Notional Amount | $ 3,256,000 | |
Designated | Interest Rate Swap - March 2024 | ||
Derivative [Line Items] | ||
Term of contract | 15 years 6 months | |
Fixed interest rate | 5.40% | |
Initial Notional Amount | $ 13,081,000 | |
Not Designated | Interest Rate Swap - December 2020 | ||
Derivative [Line Items] | ||
Term of contract | 3 years | |
Fixed interest rate | 2.46% | |
Initial Notional Amount | $ 17,100,000 | |
Not Designated | Commodity Contract - April 2019 | ||
Derivative [Line Items] | ||
Term of contract | 1 year | |
Price | $ / MMBTU | 2.84 | |
Nonmonetary notional amount (in MMBtus) | MMBTU | 323,390 | |
Not Designated | Commodity Contract - April 2020 | ||
Derivative [Line Items] | ||
Term of contract | 1 year | |
Price | $ / MMBTU | 2.68 | |
Nonmonetary notional amount (in MMBtus) | MMBTU | 437,004 | |
Not Designated | Commodity Contract - April 2021 | ||
Derivative [Line Items] | ||
Term of contract | 1 year | |
Price | $ / MMBTU | 2.70 | |
Nonmonetary notional amount (in MMBtus) | MMBTU | 435,810 | |
Not Designated | Other liabilities | Interest make-whole provisions | ||
Derivative [Line Items] | ||
Liability derivatives | $ 1,488,000 | $ 0 |
Investment Funds (Details)
Investment Funds (Details) $ in Thousands | Sep. 30, 2018USD ($)fund | Jun. 30, 2018fund | Dec. 31, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Investment funds, purchase of solar energy systems | fund | 3 | 3 | |
Cash | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, assets | $ 3,515 | $ 444 | |
Restricted cash | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, assets | 1,690 | 1,553 | |
Accounts receivable | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, assets | 554 | 328 | |
Costs and estimated earnings in excess of billings | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, assets | 278 | 360 | |
Prepaid expenses and other current assets | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, assets | 25 | 8 | |
Energy assets, net | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, assets | 106,818 | 55,712 | |
Accounts payable | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, liabilities | 3,891 | 764 | |
Accrued liabilities | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, liabilities | 29 | 74 | |
Other liabilities | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, liabilities | 1,543 | 75 | |
Long term debt, net deferred financing fees | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, carrying amount, liabilities | $ 28,055 | $ 0 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2017 | Sep. 30, 2015 | Sep. 30, 2018 | Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | ||||
Term of extension of call option | 6 months | 6 months | ||
Term of extension of put option | 1 year | 1 year | ||
Variable Interest Entity [Line Items] | ||||
Redeemable non-controlling interests | $ 14,585 | $ 10,338 | ||
Minimum | ||||
Variable Interest Entity [Line Items] | ||||
Exercise price of put options | $ 544 | |||
Maximum | ||||
Variable Interest Entity [Line Items] | ||||
Exercise price of put options | $ 917 |
Business Segment Information -
Business Segment Information - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Unallocated corporate expense | $ 0 | $ 0 | |
Customer Who Declared Bankruptcy | |||
Segment Reporting Information [Line Items] | |||
Unallocated corporate expense | $ 1,001,000 |
Business Segment Information (D
Business Segment Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 205,375,000 | $ 204,744,000 | $ 569,767,000 | $ 506,019,000 |
Interest income | 76,000 | 41,000 | 209,000 | 87,000 |
Interest expense | 3,776,000 | 2,791,000 | 10,721,000 | 7,555,000 |
Depreciation and amortization of intangible assets | 7,214,000 | 6,186,000 | 21,001,000 | 17,592,000 |
Unallocated corporate activity | 0 | 0 | ||
Income before taxes, excluding unallocated corporate activity | 22,699,000 | 19,511,000 | 52,054,000 | 38,234,000 |
U.S. Regions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 86,402,000 | 249,871,000 | ||
U.S. Federal | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 62,378,000 | 168,377,000 | ||
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 11,604,000 | 28,466,000 | ||
Non-Solar DG | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 22,138,000 | 60,176,000 | ||
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 22,853,000 | 62,877,000 | ||
Operating Segments | U.S. Regions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 86,402,000 | 82,633,000 | 249,871,000 | 191,956,000 |
Interest income | 2,000 | 1,000 | 5,000 | 2,000 |
Interest expense | 1,403,000 | 856,000 | 3,911,000 | 1,950,000 |
Depreciation and amortization of intangible assets | 1,341,000 | 867,000 | 4,048,000 | 1,940,000 |
Income before taxes, excluding unallocated corporate activity | 5,256,000 | 6,432,000 | 14,606,000 | 7,388,000 |
Operating Segments | U.S. Federal | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 62,378,000 | 63,873,000 | 168,377,000 | 170,903,000 |
Interest income | 36,000 | 14,000 | 84,000 | 29,000 |
Interest expense | 225,000 | 292,000 | 771,000 | 888,000 |
Depreciation and amortization of intangible assets | 671,000 | 644,000 | 2,004,000 | 1,951,000 |
Income before taxes, excluding unallocated corporate activity | 10,969,000 | 8,753,000 | 26,864,000 | 23,079,000 |
Operating Segments | Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 11,604,000 | 14,719,000 | 28,466,000 | 33,211,000 |
Interest income | 0 | 0 | 0 | 1,000 |
Interest expense | 480,000 | 512,000 | 1,464,000 | 1,465,000 |
Depreciation and amortization of intangible assets | 294,000 | 303,000 | 873,000 | 878,000 |
Income before taxes, excluding unallocated corporate activity | 664,000 | 1,537,000 | (1,983,000) | 1,638,000 |
Operating Segments | Non-Solar DG | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 22,138,000 | 22,847,000 | 60,176,000 | 53,703,000 |
Interest income | 38,000 | 26,000 | 120,000 | 55,000 |
Interest expense | 1,681,000 | 1,118,000 | 4,575,000 | 3,214,000 |
Depreciation and amortization of intangible assets | 4,530,000 | 3,875,000 | 12,942,000 | 11,416,000 |
Income before taxes, excluding unallocated corporate activity | 3,851,000 | 1,798,000 | 8,796,000 | 3,825,000 |
Operating Segments | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 22,853,000 | 20,672,000 | 62,877,000 | 56,246,000 |
Interest income | 0 | 0 | 0 | 0 |
Interest expense | (13,000) | 13,000 | 0 | 38,000 |
Depreciation and amortization of intangible assets | 378,000 | 497,000 | 1,134,000 | 1,407,000 |
Income before taxes, excluding unallocated corporate activity | 1,959,000 | 991,000 | 3,771,000 | 2,304,000 |
Unallocated corporate activity | ||||
Segment Reporting Information [Line Items] | ||||
Unallocated corporate activity | $ (8,648,000) | $ (6,839,000) | $ (23,268,000) | $ (20,931,000) |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Aug. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 258,824 | $ 202,168 | |
Less - current maturities | 24,397 | 22,375 | |
Less - deferred financing fees | 8,175 | 6,556 | |
Long-term debt | $ 226,252 | 173,237 | |
Term Loan | Variable rate term loan payable in semi-annual installments through February 2021 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 4.59% | ||
Long-term debt | $ 1,071 | 1,220 | |
Term Loan | Variable rate term loan payable in semi-annual installments through June 2024 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 4.09% | ||
Long-term debt | $ 7,781 | 8,295 | |
Term Loan | Variable rate term loan payable in quarterly installments through December 2024 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 0.00% | ||
Long-term debt | $ 0 | 8,757 | |
Term Loan | Term loan payable in quarterly installments through March 2021 | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 7.25% | ||
Long-term debt | $ 1,769 | 2,218 | |
Term Loan | Term loan payable in monthly installments through June 2028 | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 6.11% | ||
Long-term debt | $ 4,076 | 4,551 | |
Term Loan | Variable rate term loan payable in quarterly installments through June 2020 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 5.59% | ||
Long-term debt | $ 31,308 | 32,711 | |
Term Loan | Variable rate term loan payable in quarterly installments through October 2023 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 4.84% | ||
Long-term debt | $ 17,966 | 18,346 | |
Term Loan | Term loan payable in quarterly installments through June 2031 | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 4.95% | ||
Long-term debt | $ 4,191 | 4,605 | |
Term Loan | Term loan payable in quarterly installments through February 2034 | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 5.61% | ||
Long-term debt | $ 2,888 | 3,128 | |
Term Loan | Variable rate construction loan payable, due June 2018 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 7.00% | ||
Long-term debt | $ 0 | 1,721 | |
Term Loan | Term loan payable in quarterly installments through April 2027 | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 4.50% | ||
Long-term debt | $ 22,081 | 13,325 | |
Term Loan | Term loan payable in quarterly installments through March 2028 | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 5.00% | ||
Long-term debt | $ 4,050 | 4,258 | |
Term Loan | Variable rate term loan payable in quarterly installments through December 2027 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 4.79% | ||
Long-term debt | $ 13,477 | 14,034 | |
Term Loan | Variable rate term loan payable in quarterly installments through August 2022 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 9.84% | ||
Long-term debt | $ 26,842 | 0 | |
Term Loan | Term loan payable in quarterly installments through December 2038 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 5.15% | ||
Fixed interest rate | 515.00% | ||
Long-term debt | $ 30,029 | 0 | |
Term Loan | Variable rate term loan payable in semi-annual installments through June 2033 | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 4.39% | ||
Long-term debt | $ 9,971 | 0 | |
Capital Lease Obligations | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 36,772 | 35,013 | |
Revolving Senior Secured Credit Facility | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 4.40% | ||
Long-term debt | $ 44,552 | $ 49,986 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | 1 Months Ended | ||||
Feb. 28, 2018USD ($) | Sep. 30, 2018USD ($) | Aug. 31, 2018USD ($) | Jun. 30, 2018USD ($) | May 31, 2018USD ($) | |
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 136,000,000 | ||||
Total Funded Debt to EBITDA covenant ratio, maximum | 3 | 2.75 | |||
Term Loan | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 46,000,000 | $ 25,000,000 | |||
Term Loan | 7.5% Term Loan | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of debt | $ 28,500,000 | ||||
Long-term debt | $ 26,842,000 | ||||
Weighted average interest rate | 9.841% | ||||
Term Loan | 7.5% Term Loan | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 7.50% | ||||
Term Loan | 5.15% Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 30,029,000 | ||||
Weighted average interest rate | 5.15% | ||||
Original principal amount | $ 31,659,000 | 12,407,000 | |||
Fixed interest rate | 515.00% | ||||
Term Loan | Variable Rate Term Loan Due In June 2033 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 9,971,000 | ||||
Weighted average interest rate | 4.39% | ||||
Original principal amount | 10,000,000 | ||||
Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 85,000,000 | $ 75,000,000 | |||
Funds available for borrowing | $ 72,334,000 | ||||
Term Loan - Joinder Agreement | 5.15% Term Loan | |||||
Debt Instrument [Line Items] | |||||
Original principal amount | $ 19,252,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Oct. 24, 2018USD ($)project | Oct. 10, 2018USD ($)project | Sep. 30, 2018project |
Subsequent Event [Line Items] | |||
Number of projects acquired | 2 | ||
Solar Project 3 | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of projects acquired | 1 | ||
Total fair value of consideration | $ | $ 3,019 | ||
Solar Projects 1 and 2 | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of projects previously acquired | 3 | ||
Solar Projects 1, 2 and 3 | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Proceeds from tax equity partnership and term loan | $ | $ 10,400 | ||
Solar Projects 4 | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of projects acquired | 7 | ||
Total fair value of consideration | $ | $ 10,800 |