Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-34811 | |
Entity Registrant Name | Ameresco, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3512838 | |
Entity Address, Address Line One | 111 Speen Street | |
Entity Address, Address Line Two | Suite 410 | |
Entity Address, City or Town | Framingham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01701 | |
City Area Code | 508 | |
Local Phone Number | 661-2200 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | AMRC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001488139 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 34,338,602 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 18,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 77,681 | $ 79,271 |
Restricted cash | [1] | 57,737 | 62,311 |
Accounts receivable, net of allowance of $897 and $903, respectively | [1] | 146,836 | 153,362 |
Accounts receivable retainage, net | 32,158 | 33,826 | |
Costs and estimated earnings in excess of billings | [1] | 652,428 | 636,163 |
Inventory, net | 13,076 | 13,637 | |
Prepaid expenses and other current assets | [1] | 118,813 | 123,391 |
Income tax receivable | 4,836 | 5,775 | |
Project development costs, net | 22,907 | 20,735 | |
Total current assets | [1] | 1,126,472 | 1,128,471 |
Federal ESPC receivable | 577,651 | 609,265 | |
Property and equipment, net | [1] | 17,170 | 17,395 |
Energy assets, net | [1] | 1,788,569 | 1,689,424 |
Deferred income tax assets, net | 25,677 | 26,411 | |
Goodwill, net | 75,311 | 75,587 | |
Intangible assets, net | 6,197 | 6,808 | |
Operating lease assets | [1] | 69,348 | 58,586 |
Restricted cash, non-current portion | [1] | 12,553 | 12,094 |
Other assets | [1] | 104,318 | 89,735 |
Total assets | [1] | 3,803,266 | 3,713,776 |
Current liabilities: | |||
Current portions of long-term debt and financing lease liabilities, net | [1] | 539,201 | 322,247 |
Accounts payable | [1] | 437,240 | 402,752 |
Accrued expenses and other current liabilities | [1] | 109,954 | 108,831 |
Current portions of operating lease liabilities | [1] | 14,220 | 13,569 |
Billings in excess of cost and estimated earnings | 61,267 | 52,903 | |
Income taxes payable | 398 | 1,169 | |
Total current liabilities | [1] | 1,162,280 | 901,471 |
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | [1] | 1,011,576 | 1,170,075 |
Federal ESPC liabilities | 504,689 | 533,054 | |
Deferred income tax liabilities, net | 4,584 | 4,479 | |
Deferred grant income | 6,737 | 6,974 | |
Long-term operating lease liabilities, net of current portion | [1] | 50,710 | 42,258 |
Other liabilities | [1] | 88,619 | 82,714 |
Commitments and contingencies (Note 10) | |||
Redeemable non-controlling interests, net | 43,908 | 46,865 | |
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2024 and December 31, 2023 | 0 | 0 | |
Additional paid-in capital | 327,367 | 320,892 | |
Retained earnings | 592,947 | 595,911 | |
Accumulated other comprehensive loss, net | (3,592) | (3,045) | |
Treasury stock, at cost, 2,101,795 shares at March 31, 2024 and December 31, 2023 | (11,788) | (11,788) | |
Stockholders’ equity before non-controlling interest | 904,939 | 901,975 | |
Non-controlling interests | 25,224 | 23,911 | |
Total stockholders’ equity | 930,163 | 925,886 | |
Total liabilities, redeemable non-controlling interests, and stockholders’ equity | 3,803,266 | 3,713,776 | |
Class A Common Stock | |||
Stockholders’ equity: | |||
Common stock | 3 | 3 | |
Class B Common Stock | |||
Stockholders’ equity: | |||
Common stock | $ 2 | $ 2 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2024 and December 31, 2023 of $194,752 and $312,701, respectively. Includes liabilities of consolidated VIEs at March 31, 2024 and December 31, 2023 of $45,878 and 199,063, respectively. See Note 13. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Accounts receivable, allowance for credit loss, current | $ 898 | $ 903 | |
Total VIE assets | [1] | $ 3,803,266 | $ 3,713,776 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Treasury stock (in shares) | 2,101,795 | 2,101,795 | |
Class A Common Stock | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock, shares issued (in shares) | 36,421,956 | 36,378,990 | |
Common stock, shares outstanding (in shares) | 34,320,161 | 34,277,195 | |
Class B Common Stock | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 144,000,000 | 144,000,000 | |
Common stock, shares issued (in shares) | 18,000,000 | 18,000,000 | |
Common stock, shares outstanding (in shares) | 18,000,000 | 18,000,000 | |
Variable Interest Entity, Primary Beneficiary | |||
Total VIE assets | $ 194,752 | $ 312,701 | |
Total VIE liabilities | $ 45,878 | $ 199,063 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2024 and December 31, 2023 of $194,752 and $312,701, respectively. Includes liabilities of consolidated VIEs at March 31, 2024 and December 31, 2023 of $45,878 and 199,063, respectively. See Note 13. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 298,406 | $ 271,042 |
Cost of revenues | 251,413 | 221,094 |
Gross profit | 46,993 | 49,948 |
Earnings from unconsolidated entities | 555 | 450 |
Selling, general and administrative expenses | 39,555 | 41,301 |
Operating income | 7,993 | 9,097 |
Other expenses, net | 14,171 | 8,043 |
(Loss) income before income taxes | (6,178) | 1,054 |
Income tax provision (benefit) | 0 | (503) |
Net (loss) income | (6,178) | 1,557 |
Net loss (income) attributable to non-controlling interests and redeemable non-controlling interests | 3,241 | (455) |
Net (loss) income attributable to common shareholders | $ (2,937) | $ 1,102 |
Net (loss) income per share attributable to common shareholders: | ||
Basic (in usd per share) | $ (0.06) | $ 0.02 |
Diluted (in usd per share) | $ (0.06) | $ 0.02 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 52,289 | 51,963 |
Diluted (in shares) | 52,289 | 53,261 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (6,178) | $ 1,557 |
Other comprehensive income (loss): | ||
Unrealized gain from interest rate hedges, net of tax | 539 | (868) |
Foreign currency translation adjustments | (1,162) | 282 |
Total other comprehensive loss | (623) | (586) |
Comprehensive (loss) income | (6,801) | 971 |
Comprehensive income attributable to non-controlling interests and redeemable non-controlling interests: | ||
Net loss (income) | 3,241 | (455) |
Foreign currency translation adjustments | 76 | (8) |
Comprehensive loss (income) attributable to non-controlling interests and redeemable non-controlling interests | 3,317 | (463) |
Comprehensive (loss) income attributable to common shareholders | $ (3,484) | $ 508 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interests |
Redeemable non-controlling interests, beginning balance at Dec. 31, 2022 | $ 46,623 | |||||||||
Redeemable Non-controlling Interests | ||||||||||
Distributions to redeemable non-controlling interests | (178) | |||||||||
Accretion of tax equity financing fees | 27 | |||||||||
Investment fund call option exercise | 196 | |||||||||
Net income (loss) | 32 | |||||||||
Redeemable non-controlling interests, ending balance at Mar. 31, 2023 | 46,700 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 33,948,362 | 18,000,000 | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 2,101,795 | |||||||||
Beginning balance at Dec. 31, 2022 | 873,031 | $ 3 | $ 2 | $ 306,314 | $ 533,549 | $ (4,051) | $ (11,788) | $ 49,002 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options (in shares) | 82,000 | |||||||||
Exercise of stock options | 571 | 571 | ||||||||
Stock-based compensation expense | 4,037 | 4,037 | ||||||||
Unrealized gain (loss) from interest rate hedges, net | (868) | (868) | ||||||||
Foreign currency translation adjustment | 282 | 274 | 8 | |||||||
Accretion of tax equity financing fees | (27) | (27) | ||||||||
Investment fund call option exercise | (196) | (196) | ||||||||
Contributions from non-controlling interests | 16,417 | 16,417 | ||||||||
Net income (loss) | 1,525 | 1,102 | 423 | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 34,030,362 | 18,000,000 | ||||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | 2,101,795 | |||||||||
Ending balance at Mar. 31, 2023 | 894,772 | $ 3 | $ 2 | 310,726 | 534,624 | (4,645) | $ (11,788) | 65,850 | ||
Redeemable non-controlling interests, beginning balance at Dec. 31, 2023 | 46,865 | |||||||||
Redeemable Non-controlling Interests | ||||||||||
Distributions to redeemable non-controlling interests | (129) | |||||||||
Accretion of tax equity financing fees | 27 | |||||||||
Net income (loss) | (2,855) | |||||||||
Redeemable non-controlling interests, ending balance at Mar. 31, 2024 | $ 43,908 | |||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 34,277,195 | 18,000,000 | 34,277,195 | 18,000,000 | ||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | 2,101,795 | 2,101,795 | ||||||||
Beginning balance at Dec. 31, 2023 | $ 925,886 | $ 3 | $ 2 | 320,892 | 595,911 | (3,045) | $ (11,788) | 23,911 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options (in shares) | 31,889 | |||||||||
Exercise of stock options | 183 | 183 | ||||||||
Stock-based compensation expense | 3,026 | 3,026 | ||||||||
Restricted stock units released (in shares) | 11,077 | |||||||||
Unrealized gain (loss) from interest rate hedges, net | 539 | 539 | ||||||||
Foreign currency translation adjustment | (1,162) | (1,086) | (76) | |||||||
Accretion of tax equity financing fees | (27) | (27) | ||||||||
Contributions from non-controlling interests | 28,864 | 3,040 | 25,824 | |||||||
Distributions to non-controlling interest | (63) | (63) | ||||||||
Purchase of shares from non-controlling interest | (23,760) | 226 | (23,986) | |||||||
Net income (loss) | $ (3,323) | (2,937) | (386) | |||||||
Ending balance (in shares) at Mar. 31, 2024 | 34,320,161 | 18,000,000 | 34,320,161 | 18,000,000 | ||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2024 | 2,101,795 | 2,101,795 | ||||||||
Ending balance at Mar. 31, 2024 | $ 930,163 | $ 3 | $ 2 | $ 327,367 | $ 592,947 | $ (3,592) | $ (11,788) | $ 25,224 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (6,178) | $ 1,557 | |
Adjustments to reconcile net (loss) income to net cash flows from operating activities: | |||
Depreciation of energy assets, net | 17,124 | 13,341 | |
Depreciation of property and equipment | 1,175 | 644 | |
Increase in contingent consideration | 0 | 121 | |
Accretion of ARO liabilities | 66 | 66 | |
Amortization of debt discount and debt issuance costs | 982 | 790 | |
Amortization of intangible assets | 539 | 302 | |
Provision for bad debts | 1 | 93 | |
Loss on write-off of long-lived assets | 0 | 18 | |
Non-cash project revenue related to in-kind leases | (775) | 0 | |
Earnings from unconsolidated entities | (555) | (450) | |
Net (gain) loss from derivatives | (2,359) | 163 | |
Stock-based compensation expense | 3,026 | 4,037 | |
Deferred income taxes, net | 687 | (7,142) | |
Unrealized foreign exchange loss (gain) | 806 | (29) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 5,899 | 58,954 | |
Accounts receivable retainage | 1,580 | 2,439 | |
Federal ESPC receivable | (26,395) | (33,736) | |
Inventory, net | 561 | 608 | |
Costs and estimated earnings in excess of billings | (7,842) | 85,748 | |
Prepaid expenses and other current assets | 104 | 929 | |
Income taxes receivable, net | 180 | 6,380 | |
Project development costs | (1,728) | (1,812) | |
Other assets | (1,413) | (1,903) | |
Accounts payable, accrued expenses and other current liabilities | 23,849 | (82,266) | |
Billings in excess of cost and estimated earnings | 9,160 | 9,398 | |
Other liabilities | 2,323 | 522 | |
Cash flows from operating activities | 20,817 | 58,772 | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (962) | (1,657) | |
Capital investment in energy assets | (105,633) | (89,787) | |
Capital investment in major maintenance of energy assets | (5,355) | (589) | |
Net proceeds from equity method investment | 12,956 | 0 | |
Contributions to equity method investments | (4,776) | 0 | |
Acquisitions, net of cash received | 0 | (9,182) | |
Loans to joint venture investments | 0 | (38) | |
Cash flows from investing activities | (103,770) | (101,253) | |
Cash flows from financing activities: | |||
Payments of debt discount and debt issuance costs | (590) | (366) | |
Proceeds from exercises of options and ESPP | 183 | 571 | |
Proceeds from senior secured revolving credit facility, net | 20,100 | 0 | |
Proceeds from long-term debt financings | 89,321 | 58,188 | |
Proceeds from Federal ESPC projects | 19,581 | 42,309 | |
Net proceeds from energy asset receivable financing arrangements | 4,748 | 4,438 | |
Contributions from non-controlling interests | 28,864 | 16,308 | |
Distributions to non-controlling interest | (63) | 0 | |
Distributions to redeemable non-controlling interests, net | (133) | (161) | |
Payment on seller's promissory note | (29,441) | 0 | |
Payments on long-term debt and financing leases | (55,196) | (15,159) | |
Cash flows from financing activities | 77,374 | 106,128 | |
Effect of exchange rate changes on cash | (126) | 42 | |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (5,705) | 63,689 | |
Cash, cash equivalents, and restricted cash, beginning of period | 153,676 | 149,888 | $ 149,888 |
Cash, cash equivalents, and restricted cash, end of period | 147,971 | 213,577 | $ 153,676 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 26,911 | 13,135 | |
Cash paid for income taxes | 59 | 323 | |
Non-cash Federal ESPC settlement | 49,926 | 0 | |
Accrued purchases of energy assets | 88,447 | 97,542 | |
Non-cash contributions from non-controlling interest | 0 | 109 | |
Non-cash financing for energy asset project acquisition | $ 32,500 | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying condensed consolidated financial statements of Ameresco, Inc. (including its subsidiaries, the “Company,” “Ameresco,” “we,” “our,” or “us”) are unaudited, according to certain rules and regulations of the Securities and Exchange Commission, and include, in our opinion, 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. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of results which may be expected for the full year. The December 31, 2023 consolidated balance sheet data was derived from audited financial statements, but certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2023, included in our annual report on Form 10-K (“2023 Form 10-K”) filed with the Securities and Exchange Commission on February 29, 2024. Reclassification and Rounding Certain prior period amounts were reclassified to conform to the presentation in the current period. We round amounts in the condensed consolidated financial statements to thousands and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. Significant Risks and Uncertainties Global factors have continued to result in global supply chain disruptions and inflationary pressures. We have considered the impact of general global economic conditions on the assumptions and estimates used, which may change in response to this evolving situation. Results of future operations and liquidity could be adversely impacted by a number of factors including supply chain disruptions, varying levels of inflation, payments of outstanding receivable amounts beyond normal payment terms, workforce disruptions, and uncertain demand. As of the date of issuance of these condensed consolidated financial statements, we cannot reasonably estimate the extent to which macroeconomic conditions may impact our financial condition, liquidity, or results of operations in the foreseeable future. The ultimate impact of the pandemic and general global economic conditions on our business is highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time, even after the pandemic subsides. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our accounting policies are set forth in Note 2 to the consolidated financial statements contained in our 2023 Form 10-K . We have included certain updates to those policies below. Accounts Receivable and Allowance for Credit Losses Changes in the allowance for credit losses are as follows: Three Months Ended March 31, 2024 2023 Allowance for credit losses, beginning of period $ 903 $ 911 Charges to (recoveries of) costs and expenses, net 1 93 Account write-offs and other (6) (33) Allowance for credit losses, end of period $ 898 $ 971 Accounts Receivable Factoring Ameresco’s wholly-owned subsidiary in Italy entered into factoring agreements to sell certain receivables to unrelated third-party financial institutions on a non-recourse basis. These transactions are accounted for in accordance with ASC Topic 860, Transfers and Servicing and result in a reduction in accounts receivable because the agreements transfer effective control over the receivables, and related risk, to the buyers. Our Italian subsidiary does not retain any interest in the underlying accounts receivable once sold. Trade accounts receivables balances sold are removed from the condensed consolidated balance sheets, and cash received is reflected in operating activities in the condensed consolidated statements of cash flows. Factoring fees during the three months ended March 31, 2024 and 2023 were $169 and $0, respectively, and are included in other expense, net in the condensed consolidated statements of income. See Note 18. Other Expenses, Net. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of other receivables, deferred project costs, and other short-term prepaid expenditures that will be expensed within one year. Prepaid expenses and other current assets comprised of the following: March 31, 2024 December 31, 2023 Other receivables $ 44,014 $ 74,454 Deferred project costs 65,020 38,240 Prepaid expenses 9,779 10,697 Prepaid expenses and other current assets $ 118,813 $ 123,391 Recent Accounting Pronouncements Business Combinations— Joint Venture Formations In August 2023, the FASB issued ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60) Recognition and Initial Measurement, which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated consolidated financial statements. Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which updates the disclosure or presentation requirements for a variety of topics in the codification. ASU 2023-06 is effective from the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. We will monitor the removal of the requirements from the current regulations and adopt the related amendments, but we do not anticipate this new guidance will have a material impact on our condensed consolidated financial statements as we are currently subject to SEC requirements. Segment Reporting (Topic 820) - Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 820) - Improvements to Reportable Segment Disclosures, which improves reportable segment disclosures by requiring enhanced disclosures for significant segment expenses and other segment items. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements. Income Taxes (Topic 740) - Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements. Compensation—Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards, to clarify how to determine if a profits interest or similar award is within the scope of ASC 718 or is not a share-based payment arrangement and is within the scope of other guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements. Codification Improvements—Amendments to Remove References to the Concepts Statements In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements, to remove references to various FASB Concepts Statements based on suggestions received from stakeholders on the Accounting Standards Codification and other incremental improvements to GAAP. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMER | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue Our reportable segments for the three months ended March 31, 2024 were North America Regions, U.S. Federal, Europe, Alternative Fuels and All Other. On January 1, 2024, we changed the structure of our internal organization, and our U.S. Regions and Canada are now included in North America Regions. Additionally, our Asset Sustainability Group was formerly included in Canada, but is now included in “All Other”. As a result, previously reported amounts have been reclassified for comparative purposes. The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended March 31, 2024: North America Regions U.S. Federal Europe Alternative Fuels All Other Total Project revenue $ 116,211 $ 43,479 $ 41,424 $ 3,163 $ 7 $ 204,284 O&M revenue 6,933 15,278 747 2,377 — 25,335 Energy assets 13,754 1,929 171 27,300 — 43,154 Other 1,387 204 1,780 19 22,243 25,633 Total revenues $ 138,285 $ 60,890 $ 44,122 $ 32,859 $ 22,250 $ 298,406 The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended March 31, 2023: North America Regions U.S. Federal Europe Alternative Fuels All Other Total Project revenue $ 119,231 $ 45,549 $ 17,200 $ — $ 1,250 $ 183,230 O&M revenue 5,539 12,700 333 3,686 — 22,258 Energy assets 14,407 1,076 519 24,653 117 40,772 Other 1,365 231 1,044 — 22,142 24,782 Total revenues $ 140,542 $ 59,556 $ 19,096 $ 28,339 $ 23,509 $ 271,042 The following table presents information related to our revenue recognized over time: Three Months Ended March 31, 2024 2023 Percentage of revenue recognized over time 94% 93% The remainder of our revenue is for products and services transferred at a point in time, at which point revenue is recognized. We attribute revenues to customers based on the location of the customer. The following table presents information related to our revenues by geographic area : Three Months Ended March 31, 2024 2023 United States $ 239,099 $ 233,084 Canada 15,180 17,234 Europe 44,127 20,724 Total revenues $ 298,406 $ 271,042 Contract Balances The following tables provide information about receivables, contract assets and contract liabilities from contracts with customers: March 31, 2024 December 31, 2023 Accounts receivable, net $ 146,836 $ 153,362 Accounts receivable retainage, net 32,158 33,826 Contract Assets: Costs and estimated earnings in excess of billings $ 652,428 $ 636,163 Contract Liabilities: Billings in excess of cost and estimated earnings $ 61,267 $ 52,903 Billings in excess of cost and estimated earnings, non-current (1) 19,883 18,688 Total contract liabilities $ 81,150 $ 71,591 March 31, 2023 December 31, 2022 Accounts receivable, net $ 130,940 $ 174,009 Accounts receivable retainage, net 35,625 38,057 Contract Assets: Costs and estimated earnings in excess of billings $ 497,762 $ 576,363 Contract Liabilities: Billings in excess of cost and estimated earnings $ 39,326 $ 34,796 Billings in excess of cost and estimated earnings, non-current (1) 12,510 7,617 Total contract liabilities $ 51,836 $ 42,413 (1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the condensed consolidated balance sheets. The increase in contract assets for the three months ended March 31, 2024 was primarily due to billings of $210,475 offset by revenue recognized of $203,216. Contract assets are also affected by reclassifications, primarily from contract liabilities as a result of timing of customer payments. The increase in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, as well as reclassifications from contract assets as a result of timing of customer payments. The advance payments and reclassifications exceeded the recognition of revenue as performance obligations were satisfied. For the three months ended March 31, 2024, we recognized revenue of $60,748 and billed $46,306 to customers that had balances which were included in contract liabilities at December 31, 2023. The decrease in contract assets for the three months ended March 31, 2023 was primarily due to billings of $286,203 offset by revenue recognized of $190,415. Contract assets also decreased due to reclassifications, primarily from contract liabilities as a result of timing of customer payments. The increase in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, as well as reclassifications from contract assets as a result of timing of customer payments. The advance payments and reclassifications exceeded the recognition of revenue as performance obligations were satisfied.. For the three months ended March 31, 2023, we recognized revenue of $34,715 and billed $39,082 to customers that had balances which were included in the beginning balance of contract liabilities. Performance Obligations Our remaining performance obligations (“backlog”) represent the unrecognized revenue value of our contract commitments. At March 31, 2024, we had contracted backlog of $2,658,592 of which approximately 32% is anticipated to be recognized as revenue in the next twelve months. The remaining performance obligations primarily relate to the energy efficiency and renewable energy construction projects, including long-term operations and maintenance (“O&M”) services related to these projects. The long-term services have varying initial contract terms, up to 25 years. Project Development Costs Project development costs of $3,120 and $2,612 were recognized in our condensed consolidated statements of (loss) income on projects that converted to customer contracts during the three months ended March 31, 2024 and 2023, respectively. No impairment charges in connection with our project development costs were recorded during the three or three months ended March 31, 2024 and 2023. |
Business Acquisitions and Relat
Business Acquisitions and Related Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS | BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS We account for acquisitions using the acquisition method in accordance with ASC 805, Business Combinations. The purchase price for each acquisition is allocated to the assets based on their estimated fair values at the date of acquisition. The excess purchase price over the estimated fair value of the net assets acquired, which is calculated using level 3 inputs per the fair value hierarchy as defined in Note 11, is recorded as goodwill. Intangible assets, if identified, are also recorded. See Note 5 for additional information. Enerqos Energy Solutions S.r.l. (“Enerqos”) On February 24, 2023, we signed a definitive purchase and sale agreement to acquire Enerqos, a renewable energy and energy efficiency company headquartered in Milan, Italy. The acquisition closed on March 30, 2023 and the total purchase consideration was $13,445, of which $9,535 has been paid. There is no contingent consideration related to this acquisition. Cash acquired was $353, debt assumed was $3,951, and a deferred tax liability, net of $931 was recorded. In accordance with the SEC’s Regulation S-X and GAAP, we evaluated and determined that Enerqos is not deemed to be a significant subsidiary, therefore, we are not presenting the pro-forma effects of this acquisition on our operations. The estimated goodwill of $6,855 from the Enerqos acquisition consists largely of expected benefits, including the combined entities experience and the acquired workforce. This goodwill is not deductible for income tax purposes. The estimated fair value of tangible and intangible assets acquired and liabilities assumed are based on management's estimates and assumptions that are preliminary and subject to adjustments. Any measurement period adjustments made within one year from acquisition date, are recorded as adjustments to goodwill. Any adjustments made beyond the measurement period will be included in our condensed consolidated statements of income. The results of the acquisition since the date of the acquisition have been included in our operations as presented in the accompanying condensed consolidated statements of (loss) income, condensed consolidated statements of comprehensive (loss) income and condensed consolidated statements of cash flows. For the quarter ended March 31, 2024, we recognized $4,178 of revenue and $740 of net loss relating to Enerqos. A summary of the cumulative consideration paid and allocation of the purchase price for the Enerqos acquisition are presented in the table below: Preliminary March 31, 2023 Measurement Period Adjustment As Adjusted December 31, 2023 Cash $ 9,535 $ — $ 9,535 Long-term debt assumed, net of current portions 3,951 — 3,951 FX adjustment (41) — (41) Fair value of consideration transferred $ 13,445 $ — $ 13,445 Cash and cash equivalents $ 190 $ — $ 190 Accounts receivable 6,230 — 6,230 Costs and estimated earnings in excess of billings 8,985 — 8,985 Prepaid expenses and other current assets 16,504 — 16,504 Project development costs 5,140 — 5,140 Property and equipment and energy assets 1,234 — 1,234 Intangible assets 4,438 — 4,438 Long-term restricted cash 163 — 163 Accounts payable (15,480) — (15,480) Accrued expenses and other current liabilities (4,510) 165 (4,345) Current portions of long-term debt (15,165) — (15,165) Deferred income tax liabilities, net (931) — (931) Other liabilities (208) — (208) Recognized identifiable assets acquired and liabilities assumed $ 6,590 $ 165 $ 6,755 Goodwill $ 6,855 $ (165) $ 6,690 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Due to the change in the structure of our internal organization, a portion of our goodwill was allocated to two new reporting units based on their relative fair values as of January 1, 2024. See Note 3 for additional information about the organizational changes. The changes in the carrying value of goodwill balances by reportable segment were as follows: North America Regions U.S. Federal Europe Alternative Fuels Other Total Carrying Value of Goodwill Balance, December 31, 2023 $ 40,681 $ 3,981 $ 13,034 $ — $ 17,891 $ 75,587 Goodwill acquired during the year — — — — — — Fair value allocation (1,474) — — — 1,474 — Currency effects (70) — (206) — — (276) Balance, March 31, 2024 $ 39,137 $ 3,981 $ 12,828 $ — $ 19,365 $ 75,311 Definite-lived intangible assets, net consisted of the following: As of March 31, 2024 As of December 31, 2023 Gross carrying amount $ 36,960 37,147 Less - accumulated amortization (30,763) (30,339) Intangible assets, net $ 6,197 $ 6,808 The table below sets forth amortization expense: Three Months Ended March 31, Asset type Location 2024 2023 All other intangible assets Selling, general and administrative expenses 539 302 |
Energy Assets, Net
Energy Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
ENERGY ASSETS, NET | ENERGY ASSETS, NET Energy assets, net consisted of the following: March 31, 2024 December 31, 2023 Energy assets (1) $ 2,170,223 $ 2,054,145 Less - accumulated depreciation and amortization (381,654) (364,721) Energy assets, net $ 1,788,569 $ 1,689,424 (1) Includes financing lease assets (see Note 7), capitalized interest and asset retirement obligations (“ARO”) assets (see tables below). Also includes the energy asset projects acquired in January 2024. See section below for additional information. August 2023 Purchase and Sale Agreement On August 4, 2023, we entered into a purchase and sale agreement to acquire an energy asset project and to acquire 100% of the stock of Bright Canyon Energy Corporation (“BCE”) in a two-phased transaction. Phase 1, the purchase of the energy asset project, closed on August 4, 2023 and did not constitute a business in accordance with ASC 805-50, Business Combinations. The purchase price for phase 1 was $87,964, of which $5,000 was paid in cash, $46,694 was financed through a seller’s note, and we assumed a construction loan on the energy asset project for $36,270. We also acquired cash of $11,206. During the year ended December 31, 2023, we paid $18,400 in principal on the sellers note. In January 2024, the purchase price was increased by $1,147 and we paid off the seller’s note in the amount of $29,441. We also assumed a land lease for the energy asset project. On December 28, 2023, we executed an amended and restated purchase and sale agreement, which primarily revised the timing of payments on phase 2. In the second phase, which closed on January 12, 2024, we acquired BCE, including its interest in a consolidated joint venture and its interests in project subsidiaries developing or with rights to develop solar, battery, and microgrid assets for an adjusted purchase price of $47,956, of which $9,839 was paid in cash and $32,500 was financed through a seller’s note. The remaining balance due of $5,617 is included in accrued expenses and other current liabilities at March 31, 2024. We also assumed four land leases for the energy asset projects. Phase 2, the purchase of the energy asset projects did not constitute a business in accordance with ASC 805-50, Business Combinations. See Note 8 for additional information about these loans, Note 7 for information on the leases and Note 10 for potential additional commitments. Depreciation and Amortization Expense The following table sets forth our depreciation and amortization expense on energy assets, net of deferred grant amortization: Three Months Ended March 31, Location 2024 2023 Cost of revenues (2) $ 17,124 $ 13,341 (2) Includes depreciation and amortization on financing lease assets (see Note 7). Capitalized Interest The following table presents the interest costs relating to construction financing during the period of construction, which were capitalized as part of energy assets, net: Three Months Ended March 31, 2024 2023 Capitalized interest $ 14,872 $ 6,376 The following tables sets forth information related to our ARO assets and ARO liabilities: Location March 31, 2024 December 31, 2023 ARO assets, net Energy assets, net $ 4,619 $ 4,800 ARO liabilities, non-current Other liabilities $ 5,886 $ 5,960 Three Months Ended March 31, 2024 2023 Depreciation expense of ARO assets $ 44 $ 55 Accretion expense of ARO liabilities $ 66 $ 66 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | LEASES The table below sets forth supplemental condensed consolidated balance sheet information related to our leases: March 31, 2024 December 31, 2023 Operating Leases: Operating lease assets $ 69,348 $ 58,586 Current portions of operating lease liabilities $ 14,220 $ 13,569 Long-term portions of operating lease liabilities 50,710 42,258 Total operating lease liabilities $ 64,930 $ 55,827 Weighted-average remaining lease term 19 years 18 years Weighted-average discount rate 6.6 % 6.6 % Financing Leases: Energy assets $ 26,736 $ 27,262 Current portions of financing lease liabilities $ 1,027 $ 871 Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 12,871 13,057 Total financing lease liabilities $ 13,898 $ 13,928 Weighted-average remaining lease term 13 years 13 years Weighted-average discount rate 12.05 % 12.05 % The costs related to our leases were as follows: Three Months Ended March 31, 2024 2023 Operating Leases: Operating lease costs $ 3,056 $ 2,120 Financing Leases: Amortization expense 526 526 Interest on lease liabilities 392 444 Total lease costs $ 3,974 $ 3,090 Supplemental cash flow information related to our leases was as follows: Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,932 $ 1,852 Right-of-use assets (“ROU”) obtained in exchange for new operating lease liabilities (1) $ 12,736 $ 1,319 (1) Includes non-monetary lease transactions of $10,378. See disclosure below for additional information. The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 12,766 $ 2,207 2025 12,403 2,213 2026 7,093 2,054 2027 6,006 1,922 2028 5,061 1,955 Thereafter 61,421 15,935 Total minimum lease payments 104,750 26,286 Less: interest 39,820 12,388 Present value of lease liabilities $ 64,930 $ 13,898 We have a future lease commitment for a ground lease which does not yet meet the criteria for recording a ROU asset or ROU liability. The net present value of this commitment totals $10,500 as of March 31, 2024 and relates to lease payments to be made over a 20-year period. We are in process of modifying the terms of this agreement such that the criteria to record a ROU asset and ROU liability may not be met. Non-monetary Lease Transactions We have six lease liabilities consisting of obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration were recorded during the three months ended March 31, 2024 based on the fair market value of the project services or back up power expected to be provided, which approximate the cash payments. Sale-leasebacks These facilities are accounted for as failed sale leasebacks and are classified as long-term financing facilities. August 2018 Master Sale-leaseback We enter into amendments to our August 2018 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. We sold and leased back one energy assets for $4,444 in cash proceeds under this facility during the three months ended March 31, 2024. As of March 31, 2024, we have available funds remaining under this lending commitment. Net gains from amortization expense recognized in cost of revenues relating to deferred gains and losses in connection with our sale-leaseback agreements were $57 and $57 for the three months ended March 31, 2024 and 2023, respectively. December 2020 Master Sale-leaseback We enter into amendments to our December 2020 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. As of March 31, 2024, we were in default under this agreement as we had failed to satisfy the insurance requirements and historical coverage ratio under this agreement. On May 3, 2024, we received a waiver of this default. |
LEASES | LEASES The table below sets forth supplemental condensed consolidated balance sheet information related to our leases: March 31, 2024 December 31, 2023 Operating Leases: Operating lease assets $ 69,348 $ 58,586 Current portions of operating lease liabilities $ 14,220 $ 13,569 Long-term portions of operating lease liabilities 50,710 42,258 Total operating lease liabilities $ 64,930 $ 55,827 Weighted-average remaining lease term 19 years 18 years Weighted-average discount rate 6.6 % 6.6 % Financing Leases: Energy assets $ 26,736 $ 27,262 Current portions of financing lease liabilities $ 1,027 $ 871 Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 12,871 13,057 Total financing lease liabilities $ 13,898 $ 13,928 Weighted-average remaining lease term 13 years 13 years Weighted-average discount rate 12.05 % 12.05 % The costs related to our leases were as follows: Three Months Ended March 31, 2024 2023 Operating Leases: Operating lease costs $ 3,056 $ 2,120 Financing Leases: Amortization expense 526 526 Interest on lease liabilities 392 444 Total lease costs $ 3,974 $ 3,090 Supplemental cash flow information related to our leases was as follows: Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,932 $ 1,852 Right-of-use assets (“ROU”) obtained in exchange for new operating lease liabilities (1) $ 12,736 $ 1,319 (1) Includes non-monetary lease transactions of $10,378. See disclosure below for additional information. The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 12,766 $ 2,207 2025 12,403 2,213 2026 7,093 2,054 2027 6,006 1,922 2028 5,061 1,955 Thereafter 61,421 15,935 Total minimum lease payments 104,750 26,286 Less: interest 39,820 12,388 Present value of lease liabilities $ 64,930 $ 13,898 We have a future lease commitment for a ground lease which does not yet meet the criteria for recording a ROU asset or ROU liability. The net present value of this commitment totals $10,500 as of March 31, 2024 and relates to lease payments to be made over a 20-year period. We are in process of modifying the terms of this agreement such that the criteria to record a ROU asset and ROU liability may not be met. Non-monetary Lease Transactions We have six lease liabilities consisting of obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration were recorded during the three months ended March 31, 2024 based on the fair market value of the project services or back up power expected to be provided, which approximate the cash payments. Sale-leasebacks These facilities are accounted for as failed sale leasebacks and are classified as long-term financing facilities. August 2018 Master Sale-leaseback We enter into amendments to our August 2018 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. We sold and leased back one energy assets for $4,444 in cash proceeds under this facility during the three months ended March 31, 2024. As of March 31, 2024, we have available funds remaining under this lending commitment. Net gains from amortization expense recognized in cost of revenues relating to deferred gains and losses in connection with our sale-leaseback agreements were $57 and $57 for the three months ended March 31, 2024 and 2023, respectively. December 2020 Master Sale-leaseback We enter into amendments to our December 2020 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. As of March 31, 2024, we were in default under this agreement as we had failed to satisfy the insurance requirements and historical coverage ratio under this agreement. On May 3, 2024, we received a waiver of this default. |
LEASES | LEASES The table below sets forth supplemental condensed consolidated balance sheet information related to our leases: March 31, 2024 December 31, 2023 Operating Leases: Operating lease assets $ 69,348 $ 58,586 Current portions of operating lease liabilities $ 14,220 $ 13,569 Long-term portions of operating lease liabilities 50,710 42,258 Total operating lease liabilities $ 64,930 $ 55,827 Weighted-average remaining lease term 19 years 18 years Weighted-average discount rate 6.6 % 6.6 % Financing Leases: Energy assets $ 26,736 $ 27,262 Current portions of financing lease liabilities $ 1,027 $ 871 Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 12,871 13,057 Total financing lease liabilities $ 13,898 $ 13,928 Weighted-average remaining lease term 13 years 13 years Weighted-average discount rate 12.05 % 12.05 % The costs related to our leases were as follows: Three Months Ended March 31, 2024 2023 Operating Leases: Operating lease costs $ 3,056 $ 2,120 Financing Leases: Amortization expense 526 526 Interest on lease liabilities 392 444 Total lease costs $ 3,974 $ 3,090 Supplemental cash flow information related to our leases was as follows: Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,932 $ 1,852 Right-of-use assets (“ROU”) obtained in exchange for new operating lease liabilities (1) $ 12,736 $ 1,319 (1) Includes non-monetary lease transactions of $10,378. See disclosure below for additional information. The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 12,766 $ 2,207 2025 12,403 2,213 2026 7,093 2,054 2027 6,006 1,922 2028 5,061 1,955 Thereafter 61,421 15,935 Total minimum lease payments 104,750 26,286 Less: interest 39,820 12,388 Present value of lease liabilities $ 64,930 $ 13,898 We have a future lease commitment for a ground lease which does not yet meet the criteria for recording a ROU asset or ROU liability. The net present value of this commitment totals $10,500 as of March 31, 2024 and relates to lease payments to be made over a 20-year period. We are in process of modifying the terms of this agreement such that the criteria to record a ROU asset and ROU liability may not be met. Non-monetary Lease Transactions We have six lease liabilities consisting of obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration were recorded during the three months ended March 31, 2024 based on the fair market value of the project services or back up power expected to be provided, which approximate the cash payments. Sale-leasebacks These facilities are accounted for as failed sale leasebacks and are classified as long-term financing facilities. August 2018 Master Sale-leaseback We enter into amendments to our August 2018 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. We sold and leased back one energy assets for $4,444 in cash proceeds under this facility during the three months ended March 31, 2024. As of March 31, 2024, we have available funds remaining under this lending commitment. Net gains from amortization expense recognized in cost of revenues relating to deferred gains and losses in connection with our sale-leaseback agreements were $57 and $57 for the three months ended March 31, 2024 and 2023, respectively. December 2020 Master Sale-leaseback We enter into amendments to our December 2020 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. As of March 31, 2024, we were in default under this agreement as we had failed to satisfy the insurance requirements and historical coverage ratio under this agreement. On May 3, 2024, we received a waiver of this default. |
Debt and Financing Lease Liabil
Debt and Financing Lease Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCING LEASE LIABILITIES | DEBT AND FINANCING LEASE LIABILITIES Our debt and financing lease liabilities are comprised of the following: March 31, 2024 December 31, 2023 Senior secured revolving credit facility (1) $ 160,000 $ 140,000 Senior secured term loans 108,750 139,900 Energy asset construction facilities (2) 469,904 470,248 Energy asset term loans (2) 632,883 564,530 Sale-leasebacks (3) 185,863 185,698 Financing lease liabilities (4) 13,898 13,928 Total debt and financing lease liabilities 1,571,298 1,514,304 Less: current maturities 539,201 322,247 Less: unamortized discount and debt issuance costs 20,521 21,982 Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs $ 1,011,576 $ 1,170,075 (1) At March 31, 2024, funds of $27,269 were available for borrowing under this facility. (2) Most of these agreements are now using the Secured Overnight Financing Rate (“SOFR”) as the primary reference rate used to calculate interest. (3) These facilities are accounted for as failed sale leasebacks and are classified as long-term financing facilities. See Note 7 for additional disclosures. (4) Financing lease liabilities are sale-leaseback arrangements under previous guidance. See Note 7 for additional disclosures. Senior Secured Term Loans On April 10, 2024, we entered into amendment number five to the fifth amended and restated senior secured credit facility to extend the maturity date of the delayed draw term loan A (“DDTLA”) from March 4, 2025 to August 15, 2024. The amendment also included the following modifications: • principal installments on the DDTLA of $5,000 at closing of the amendment and $7,500 each on or before May 15, 2024, June 15, 2024, and July 15, 2024, with the balance of $7,500 due on August 15, 2024, • the date by which we shall use commercially reasonable efforts to raise $100,000 in equity or subordinated debt financing was changed from April 15, 2024 to May 15, 2024. October 2022, Financing Facility, 6.70%, due August 31, 2039 During the three months ended March 31, 2024, we drew down an additional $35,448 and at March 31, 2024, $376,836 was outstanding under this facility, net of unamortized debt discount and issuance costs. April 2023, Construction Credit Facility, 6.80%, due July 31, 2024 During the three months ended March 31, 2024, we drew down an additional $5,001 and at March 31, 2024, $138,260 was outstanding under this facility, net of unamortized debt discount. At March 31, 2024, there was no availability remaining. August 2023, Construction Credit Facility, 9.32%, due August 31, 2026 During the three months ended March 31, 2024, we drew down an additional $31,204 and at March 31, 2024, $296,931 was outstanding under this facility, net of unamortized debt discount and issuance costs. We were in default on this credit facility due to administrative errors, for which a waiver was received on April 5, 2024. Debt Instruments - Energy Project Asset Acquisitions As discussed in Note 6, on August 4, 2023, we acquired an energy asset project. The purchase price for phase 1 was $87,964, of which $5,000 was paid in cash, $46,694 was financed through a seller’s note, and we assumed a construction loan on the energy asset project for $36,270. During the year ended December 31, 2023, we paid $18,400 in principal on the seller’s note. In January 2024, the purchase price was increased by $1,147 and we paid off the seller’s note in the amount of $29,441. On February 26, 2024, the construction loan in the amount of $36,270 was converted into a term loan and has a maturity date of April 2030. The term loan bears a base SOFR interest rate of 5.33% at March 31, 2024, and an applicable margin of 1.635% per annum for four years after the term conversion date and 1.76% per annum for the following two years. The interest and principal is paid quarterly commencing on March 31, 2024. We failed to achieve the final conditions required to convert the term loan on or prior to March 31, 2024, however, a waiver was obtained on May 1, 2024 and the deadline of achieving the final conditions was extended to May 31, 2024. In the second phase, which closed on January 12, 2024, we acquired BCE, including its interest in a consolidated joint venture and its interests in project subsidiaries developing or with rights to develop solar, battery, and microgrid assets for an adjusted purchase price of $47,956, of which $9,839 was paid in cash and $32,500 was financed through a seller’s note. The note bears interest at fixed rate of 5.0% per annum and the principal and interest is due on August 2024. April 2024, Senior Secured Notes, due June 30, 2042 On April 5, 2024, an Omnibus Amendment and Reaffirmation Agreement was executed with reference to the Note Purchase and Private Shelf Agreement, dated as of July 27, 2021, and two new series B notes (first lien and second lien) were authorized in the amounts of $92,512 and $12,657, with a maturity date of June 30, 2042. Gross proceeds from the initial issuance on April 5, 2024 were $83,282 and $12,292 with the remainder to be issued upon achieving certain permitting-related and other administrative conditions. The notes bear interest at fixed rates of |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We recorded a provision for income taxes of $0 and benefit of $503 for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate was 0.0% for the three months ended March 31, 2024 , compared to a benefit of 47.7% for the three months ended March 31, 2023 . The principal reasons for the higher effective rate for 2024 is due to the effects of a smaller Section 179D Energy Efficient Building deduction, offset by higher investment tax credits from solar, and storage plants placed into service or are forecasted to be placed into service during 2024, state taxes, and foreign earnings. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES From time to time, we issue letters of credit and performance bonds with our third-party lenders, to provide collateral. Legal Proceedings We are involved in a variety of other claims and other legal proceedings generally incidental to our normal business activities. When we conclude that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, it is accrued through a charge to earnings and, if material, disclosed below. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. While the ultimate amount of liability incurred in any of these matters is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payment of such liability and claims. However, the final outcome of any of these claims and legal proceedings cannot be predicted with certainty, and unfavorable or unexpected outcomes could result in additional accruals that could be significant to results of operations in a particular year or quarter. Any adjustments to the recorded liability will be reflected in earnings in the periods in which such adjustments become known. For any other claims where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established, but the matter, if potentially material, is disclosed below. We routinely review relevant information with respect to our matters and update our accruals, disclosures and estimates of reasonably possible loss based on such reviews. While the outcome of any of these matters cannot be accurately predicted, we do not believe the ultimate resolution of any of these existing matters would have a material adverse effect on our financial condition or results of operations. In October 2021, we entered into a contract with SCE to design and build three grid scale battery energy storage system (“BESS”) at three sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 megawatt (“MW”) (“the SCE Agreement”). As previously disclosed, due to supply chain delays, weather and other events, we were unable to complete the projects by August 1, 2022 (the “Guaranteed Completion Date”) and made related force majeure claims. In late 2022, SCE also instructed us to adjust the completion of the sites into 2023. Under the SCE Agreement, a failure to reach the Guaranteed Completion Date could, under certain circumstances, result in liquidated damages up to a maximum amount of $89 million being applied. We have been working with SCE to analyze the applicability and scope of force majeure relief based on our force majeure claims. In February 2024, in response to us issuing an invoice to SCE for one of the sites, SCE notified us that they intend to withhold liquidated damages for that project. Our view is that liquidated damages should not be applied. It is at least reasonably possible we may incur an obligation to pay liquidated damages up to the maximum amount. Commitments as a Result of Acquisitions In December 2021, we completed our acquisition of Plug Smart which provided for an earn-out based on future EBITDA targets beginning with EBITDA performance for the month of December 2021 and each fiscal year thereafter, over a five-year period through December 31, 2026. The maximum cumulative earn-out is $5,000 and we evaluated financial forecasts of the acquired business and concluded that the fair value of this earn-out was approximately $1,465 upon acquisition and as of December 31, 2023. At March 31, 2024, the fair value of the contingent consideration remained consistent at $1,465 and is included in accrued expenses and other current liabilities, and other liabilities on the condensed consolidated balance sheets. See Note 11 for additional information. The August 4, 2023 purchase and sale agreement with BCE includes a potential earn-out that could be earned if the projects achieve specified value thresholds in certain phase 2 projects, each of which is very early in development, or if milestones are achieved on other future projects that are not yet started. The total earn-out is limited to $40,000 over a seven-year period beginning on January 12, 2024. We shall record a liability for the phase 2 earn-out payments when the amounts are probable and estimable. As of March 31, 2024, none of the earn-out amounts are considered probable and estimable. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT We recognize our financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Three levels of inputs that may be used to measure fair value are as follows: Level 1: Inputs are based on unadjusted quoted prices for identical instruments traded in active markets. Level 2: Inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The following table presents the input level used to determine the fair values of our financial instruments measured at fair value on a recurring basis: Fair Value as of Level March 31, 2024 December 31, 2023 Assets: Interest rate swap instruments 2 $ 5,172 $ 3,970 Liabilities: Interest rate swap instruments 2 $ — $ 629 Make-whole provisions 2 4,755 6,012 Contingent consideration 3 1,465 1,465 Total liabilities $ 6,220 $ 8,106 The following table sets forth a summary of changes in the fair value of contingent consideration liability classified as level 3: Fair Value as of March 31, 2024 December 31, 2023 Contingent consideration liability balance at the beginning of period $ 1,465 $ 4,158 Changes in fair value included in earnings — 347 Payment of contingent consideration — (3,040) Contingent consideration liability balance at the end of period $ 1,465 $ 1,465 The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases: As of March 31, 2024 As of December 31, 2023 Fair Value Carrying Value Fair Value Carrying Value Long-term debt (Level 2) $ 1,527,006 $ 1,536,879 $ 1,466,458 $ 1,478,394 The fair value of our long-term debt was estimated using discounted cash flows analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements which are considered to be level two inputs. There have been no transfers in or out of level two or three financial instruments for the three months ended March 31, 2024 and the year ended December 31, 2023. We are also required to periodically measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets. We calculated the fair value used in our annual goodwill impairment analysis utilizing a discounted cash flow analysis and determined that the inputs used were level 3 inputs. There were no assets recorded at fair value on a non-recurring basis as of March 31, 2024 or December 31, 2023. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The following table presents information about the fair value amounts of our cash flow derivative instruments: Derivatives as of March 31, 2024 December 31, 2023 Balance Sheet Location Fair Value Fair Value Derivatives Designated as Hedging Instruments: Interest rate swap contracts Other assets $ 1,752 $ 1,023 Derivatives Not Designated as Hedging Instruments: Interest rate swap contracts Other assets $ 3,420 $ 2,947 Interest rate swap contracts Other liabilities $ — $ 629 Make-whole provisions Other liabilities $ 4,755 $ 6,012 As of March 31, 2024 and December 31, 2023, all but 3 of our freestanding derivatives were designated as hedging instruments. The following table presents information about the effects of our derivative instruments on our condensed consolidated statements of income and condensed consolidated statements of comprehensive income: Amount of (Gain) Loss Recognized in Net (Loss) Income Location of (Gain) Loss Recognized in Net (Loss) Income Three Months Ended March 31, 2024 2023 Derivatives Designated as Hedging Instruments: Interest rate swap contracts Other expenses, net $ (276) $ 11 Derivatives Not Designated as Hedging Instruments: Interest rate swap contracts Other expenses, net $ (1,102) $ 458 Make-whole provisions Other expenses, net $ (1,257) $ (295) The following table presents the changes in Accumulated Other Comprehensive Income (“AOCI”), net of taxes, from our hedging instruments: Three Months Ended March 31, 2024 Derivatives Designated as Hedging Instruments: Accumulated gain in AOCI at the beginning of the period $ 746 Unrealized gain recognized in AOCI 815 Gain reclassified from AOCI to other expenses, net (276) Gain on derivatives 539 Accumulated gain in AOCI at the end of the period $ 1,285 The following tables present all of our active derivative instruments as of March 31, 2024: Active Interest Rate Swaps Expiration Date Initial Notional Status 11-Year, 5.77% Fixed October 2029 $ 9,200 Designated 15-Year, 5.24% Fixed June 2033 $ 10,000 Designated 10-Year, 4.74% Fixed December 2027 $ 14,100 Designated 8-Year, 3.49% Fixed June 2028 $ 14,643 Designated 8-Year, 3.49% Fixed June 2028 $ 10,734 Designated 13-Year, 0.72% Fixed March 2033 $ 9,505 Not Designated 13-Year, 0.72% Fixed March 2033 $ 6,968 Not Designated 17.75-Year, 3.16% Fixed December 2040 $ 14,084 Designated 18-Year, 3.81% Fixed July 2041 $ 32,021 Not Designated Other Derivatives Classification Effective Date Expiration Date Fair Value ($) Make-whole provisions Liability June/August 2018 December 2038 $ 169 Make-whole provisions Liability August 2016 April 2031 $ 35 Make-whole provisions Liability April 2017 February 2034 $ 27 Make-whole provisions Liability November 2020 December 2027 $ 26 Make-whole provisions Liability October 2011 May 2028 $ 2 Make-whole provisions Liability May 2021 April 2045 $ 11 Make-whole provisions Liability July 2021 March 2046 $ 2,085 Make-whole provisions Liability June 2022 March 2042 $ 797 Make-whole provisions Liability March 2023 December 2047 $ 1,603 |
Variable Interest Entities And
Variable Interest Entities And Equity Method Investments | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS | VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS Variable Interest Entities The table below presents a summary of amounts related to our consolidated investment funds and joint ventures, which we determined meet the definition of a variable interest entity (“VIE”), as of: March 31, 2024 (1) December 31, 2023 (1) Investment Funds Other VIEs Total VIEs Investment Funds Other VIEs Total VIEs Cash and cash equivalents $ 1,556 $ 6,529 $ 8,085 $ 5,099 $ 16,780 $ 21,879 Accounts receivable, net — 4,645 4,645 — 1,977 1,977 Costs and estimated earnings in excess of billings 1,169 14,230 15,399 662 13,409 14,071 Prepaid expenses and other current assets 26 3,164 3,190 33 3,749 3,782 Total VIE current assets 2,751 28,568 31,319 5,794 35,915 41,709 Property and equipment, net — — — — 267 267 Energy assets, net 77,768 79,394 157,162 79,104 173,808 252,912 Operating lease assets 4,708 943 5,651 4,748 12,908 17,656 Restricted cash, non-current portion 73 — 73 73 — 73 Other assets 10 537 547 10 74 84 Total VIE assets $ 85,310 $ 109,442 $ 194,752 $ 89,729 $ 222,972 $ 312,701 Current portions of long-term debt and financing lease liabilities $ 2,180 $ — $ 2,180 $ 2,190 $ 132,427 $ 134,617 Accounts payable 1,406 13,940 15,346 1,440 6,490 7,930 Accrued expenses and other current liabilities 223 4,908 5,131 241 22,780 23,021 Current portions of operating lease liabilities 138 95 233 133 6,953 7,086 Total VIE current liabilities 3,947 18,943 22,890 4,004 168,650 172,654 Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 16,754 — 16,754 17,167 — 17,167 Long-term operating lease liabilities, net of current portion 5,036 897 5,933 5,063 3,823 8,886 Other liabilities 301 — 301 356 — 356 Total VIE liabilities $ 26,038 $ 19,840 $ 45,878 $ 26,590 $ 172,473 $ 199,063 (1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets. See Note 14 for additional information on the call and put options related to our investment funds. Non-controlling Interests Non-controlling interests represents the equity owned by the other joint venture members of consolidated joint ventures. On February 9, 2024, we entered into an equity purchase agreement and sold a 40% interest in a consolidated joint venture for $28,864 in cash. During the three months ended March 31, 2024, we acquired the remaining interest in one joint venture when we closed on the phase 2 acquisition of BCE as discussed in Note 6. Equity and Cost Method Investments Unconsolidated joint ventures are accounted for under the equity method. For these unconsolidated joint ventures, our investment balances are included in other assets on the condensed consolidated balance sheets and our pro rata share of net income or loss is included in earnings from unconsolidated entities on the condensed consolidated statements of income. During the three months ended March 31, 2024, one of our equity method investments was sold to another company. We received distributions and net proceeds totaling $12,956 and recognized a gain on the sale in the amount of $89, which is included earnings from unconsolidated entities in the condensed consolidated statements of income. The following table provides information about our equity and cost method investments in joint ventures: As of March 31, 2024 December 31, 2023 Equity and cost method investments $ 10,927 $ 18,709 |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interests | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NON-CONTROLLING INTERESTS | REDEEMABLE NON-CONTROLLING INTERESTS Our subsidiaries with membership interests in the investment funds we formed have the right to elect to require the non-controlling interest holder to sell all of its membership units to our subsidiaries, a call option. Our investment funds also include rights for the non-controlling interest holder to elect to require our subsidiaries to purchase all of the non-controlling membership interests in the fund, a put option. The call options are exercisable beginning on the date that specified conditions are met for each respective fund. The put options for the investment funds are exercisable beginning on the date that specified conditions are met for each respective fund. We initially record our redeemable non-controlling interests at fair value on the date of acquisition and subsequently adjust to redemption value. At both March 31, 2024 and December 31, 2023 redeemable non-controlling interests were reported at their carrying values, as the carrying value at each reporting period was greater than the estimated redemption value. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Earnings Per Share The following is a reconciliation of the numerator and denominator for the computation of basic and diluted earnings per share: Three Months Ended March 31, (In thousands, except per share data) 2024 2023 Numerator: Net (loss) income attributable to common shareholders $ (2,937) $ 1,102 Adjustment for accretion of tax equity financing fees (27) (27) (Loss) income attributable to common shareholders $ (2,964) $ 1,075 Denominator: Basic weighted-average shares outstanding 52,289 51,963 Effect of dilutive securities: Stock options — 1,298 Diluted weighted-average shares outstanding 52,289 53,261 Net (loss) income per share attributable to common shareholders: Basic $ (0.06) $ 0.02 Diluted $ (0.06) $ 0.02 Potentially dilutive shares (1) 2,676 1,901 (1) Potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION We recorded stock-based compensation expense, including expense related to our employee stock purchase plan, as follows: Three Months Ended March 31, 2024 2023 Stock-based compensation expense $ 3,026 $ 4,037 Our stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of income. As of March 31, 2024, there was $33,866 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 2.3 years. Stock Option and Restricted Stock Units (“RSUs”) Grants |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | BUSINESS SEGMENT INFORMATION Our reportable segments for the three months ended March 31, 2024 were North America Regions, U.S. Federal, Europe, Alternative Fuels and All Other. On January 1, 2024, we changed the structure of our internal organization, and our U.S. Regions and Canada are now included in North America Regions. Additionally, our Asset Sustainability Group was formerly included in Canada, but is now included in “All Other”. As a result, previously reported amounts have been reclassified for comparative purposes. Our North America Regions, U.S. Federal and Europe segments offer energy efficiency products and services which include the design, engineering and installation of equipment and other measures to improve the efficiency and control the operation of a facility’s energy infrastructure, renewable energy solutions and services and the development and construction of small-scale plants that Ameresco owns or develops for customers that produce electricity, gas, heat or cooling from renewable sources of energy and O&M services. Our Alternative Fuels segment sells electricity, thermal, renewable fuel, or biomethane using biogas as a feedstock from small-scale plants that we own and operate, and provides O&M services for customer-owned small-scale plants. The “All Other” category includes 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 tables below present our business segment information recast for the prior-year period and a reconciliation to the condensed consolidated financial statements: North America Regions U.S. Federal Europe Alternative Fuels All Other Total Consolidated Three months ended March 31, 2024 Revenues $ 138,285 $ 60,890 $ 44,122 $ 32,859 $ 22,250 $ 298,406 Gain on derivatives (1,256) (795) — (308) — (2,359) Interest expense, net of interest income 1,697 775 918 5,682 — 9,072 Depreciation and amortization of intangible assets 8,074 2,016 496 7,196 596 18,378 Unallocated corporate activity — — — — — (22,143) Income before taxes, excluding unallocated corporate activity 5,593 7,357 (592) 1,176 2,431 15,965 North America Regions U.S. Federal Europe Alternative Fuels All Other Total Consolidated Three Months Ended March 31, 2023 Revenues $ 140,542 $ 59,556 $ 19,096 $ 28,339 $ 23,509 $ 271,042 (Gain) loss on derivatives (295) (62) — 520 — 163 Interest expense, net of interest income 1,585 298 121 2,351 (2) 4,353 Depreciation and amortization of intangible assets 6,453 1,225 175 5,868 131 13,852 Unallocated corporate activity — — — — — (18,843) Income before taxes, excluding unallocated corporate activity 8,250 5,212 123 3,515 2,797 19,897 See Note 3 for additional information about our revenues by product line. |
Other Expenses, Net
Other Expenses, Net | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSES, NET | OTHER EXPENSES, NET The following table presents the components of other expenses, net: Three Months Ended March 31, 2024 2023 (Gain) loss on derivatives $ (2,359) $ 163 Interest expense, net of interest income 14,235 7,193 Amortization of debt discount and debt issuance costs 982 790 Foreign currency transaction loss (gain) 1,132 (157) Government incentives 12 54 Factoring fees 169 — Other expenses, net $ 14,171 $ 8,043 |
Assets Held For Sale
Assets Held For Sale | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE | ASSETS HELD FOR SALE During the three months ended March 31, 2024, we determined that there were five energy asset projects under construction that were considered to be assets held for sale, since these assets were being marketed for sale and all the criteria to be classified as held for sale under ASC 360, Property, Plant and Equipment—Impairment or Disposal of Long-Lived Assets, had been met. The carrying value of these assets was $58,748 and $38,404 as of March 31, 2024 and December 31, 2023, respectively, with liabilities directly associated with assets classified as held for sale of $13,097 and $8,351 as of March 31, 2024 and December 31, 2023, respectively. Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell. The table below reflects the assets and liabilities associated with assets held for sale by segment: March 31, 2024 December 31, 2023 North America Regions U.S. Federal Total North America Regions U.S. Federal Total Other assets $ 19,835 $ 36,920 $ 56,755 $ 18,895 $ 18,253 $ 37,148 Operating lease assets 1,250 743 1,993 1,256 — 1,256 Assets classified as held for sale $ 21,085 $ 37,663 $ 58,748 $ 20,151 $ 18,253 $ 38,404 Accounts payable $ 183 $ 9,900 $ 10,083 $ 5,418 $ 601 $ 6,019 Accrued expenses and other current liabilities 4 13 17 14 — 14 Billings in excess of cost and estimated earnings — 1,015 1,015 — 1,088 1,088 Long-term operating lease liabilities, net of current portion 1,252 730 1,982 1,230 — 1,230 Liabilities directly associated with assets classified as held for sale $ 1,439 $ 11,658 $ 13,097 $ 6,662 $ 1,689 $ 8,351 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net (loss) income attributable to common shareholders | $ (2,937) | $ 1,102 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying condensed consolidated financial statements of Ameresco, Inc. (including its subsidiaries, the “Company,” “Ameresco,” “we,” “our,” or “us”) are unaudited, according to certain rules and regulations of the Securities and Exchange Commission, and include, in our opinion, 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. |
Reclassification and Rounding | Reclassification and Rounding Certain prior period amounts were reclassified to conform to the presentation in the current period. We round amounts in the condensed consolidated financial statements to thousands and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. |
Accounts Receivable Factoring | Accounts Receivable Factoring Ameresco’s wholly-owned subsidiary in Italy entered into factoring agreements to sell certain receivables to unrelated third-party financial institutions on a non-recourse basis. These transactions are accounted for in accordance with ASC Topic 860, Transfers and Servicing and result in a reduction in accounts receivable because the agreements transfer effective control over the receivables, and related risk, to the buyers. Our Italian subsidiary does not retain any interest in the underlying accounts |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Business Combinations— Joint Venture Formations In August 2023, the FASB issued ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60) Recognition and Initial Measurement, which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated consolidated financial statements. Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which updates the disclosure or presentation requirements for a variety of topics in the codification. ASU 2023-06 is effective from the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. We will monitor the removal of the requirements from the current regulations and adopt the related amendments, but we do not anticipate this new guidance will have a material impact on our condensed consolidated financial statements as we are currently subject to SEC requirements. Segment Reporting (Topic 820) - Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 820) - Improvements to Reportable Segment Disclosures, which improves reportable segment disclosures by requiring enhanced disclosures for significant segment expenses and other segment items. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements. Income Taxes (Topic 740) - Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements. Compensation—Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards, to clarify how to determine if a profits interest or similar award is within the scope of ASC 718 or is not a share-based payment arrangement and is within the scope of other guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements. Codification Improvements—Amendments to Remove References to the Concepts Statements In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements, to remove references to various FASB Concepts Statements based on suggestions received from stakeholders on the Accounting Standards Codification and other incremental improvements to GAAP. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Allowance for Credit Loss | Changes in the allowance for credit losses are as follows: Three Months Ended March 31, 2024 2023 Allowance for credit losses, beginning of period $ 903 $ 911 Charges to (recoveries of) costs and expenses, net 1 93 Account write-offs and other (6) (33) Allowance for credit losses, end of period $ 898 $ 971 |
Prepaid Expenses And Other Current Assets | Prepaid expenses and other current assets comprised of the following: March 31, 2024 December 31, 2023 Other receivables $ 44,014 $ 74,454 Deferred project costs 65,020 38,240 Prepaid expenses 9,779 10,697 Prepaid expenses and other current assets $ 118,813 $ 123,391 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended March 31, 2024: North America Regions U.S. Federal Europe Alternative Fuels All Other Total Project revenue $ 116,211 $ 43,479 $ 41,424 $ 3,163 $ 7 $ 204,284 O&M revenue 6,933 15,278 747 2,377 — 25,335 Energy assets 13,754 1,929 171 27,300 — 43,154 Other 1,387 204 1,780 19 22,243 25,633 Total revenues $ 138,285 $ 60,890 $ 44,122 $ 32,859 $ 22,250 $ 298,406 The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended March 31, 2023: North America Regions U.S. Federal Europe Alternative Fuels All Other Total Project revenue $ 119,231 $ 45,549 $ 17,200 $ — $ 1,250 $ 183,230 O&M revenue 5,539 12,700 333 3,686 — 22,258 Energy assets 14,407 1,076 519 24,653 117 40,772 Other 1,365 231 1,044 — 22,142 24,782 Total revenues $ 140,542 $ 59,556 $ 19,096 $ 28,339 $ 23,509 $ 271,042 The following table presents information related to our revenue recognized over time: Three Months Ended March 31, 2024 2023 Percentage of revenue recognized over time 94% 93% The remainder of our revenue is for products and services transferred at a point in time, at which point revenue is recognized. We attribute revenues to customers based on the location of the customer. The following table presents information related to our revenues by geographic area : Three Months Ended March 31, 2024 2023 United States $ 239,099 $ 233,084 Canada 15,180 17,234 Europe 44,127 20,724 Total revenues $ 298,406 $ 271,042 |
Summary of Contract with Customer, Asset and Liability | The following tables provide information about receivables, contract assets and contract liabilities from contracts with customers: March 31, 2024 December 31, 2023 Accounts receivable, net $ 146,836 $ 153,362 Accounts receivable retainage, net 32,158 33,826 Contract Assets: Costs and estimated earnings in excess of billings $ 652,428 $ 636,163 Contract Liabilities: Billings in excess of cost and estimated earnings $ 61,267 $ 52,903 Billings in excess of cost and estimated earnings, non-current (1) 19,883 18,688 Total contract liabilities $ 81,150 $ 71,591 March 31, 2023 December 31, 2022 Accounts receivable, net $ 130,940 $ 174,009 Accounts receivable retainage, net 35,625 38,057 Contract Assets: Costs and estimated earnings in excess of billings $ 497,762 $ 576,363 Contract Liabilities: Billings in excess of cost and estimated earnings $ 39,326 $ 34,796 Billings in excess of cost and estimated earnings, non-current (1) 12,510 7,617 Total contract liabilities $ 51,836 $ 42,413 (1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the condensed consolidated balance sheets. |
Business Acquisitions and Rel_2
Business Acquisitions and Related Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Purchase Price Allocation by Acquisitions | A summary of the cumulative consideration paid and allocation of the purchase price for the Enerqos acquisition are presented in the table below: Preliminary March 31, 2023 Measurement Period Adjustment As Adjusted December 31, 2023 Cash $ 9,535 $ — $ 9,535 Long-term debt assumed, net of current portions 3,951 — 3,951 FX adjustment (41) — (41) Fair value of consideration transferred $ 13,445 $ — $ 13,445 Cash and cash equivalents $ 190 $ — $ 190 Accounts receivable 6,230 — 6,230 Costs and estimated earnings in excess of billings 8,985 — 8,985 Prepaid expenses and other current assets 16,504 — 16,504 Project development costs 5,140 — 5,140 Property and equipment and energy assets 1,234 — 1,234 Intangible assets 4,438 — 4,438 Long-term restricted cash 163 — 163 Accounts payable (15,480) — (15,480) Accrued expenses and other current liabilities (4,510) 165 (4,345) Current portions of long-term debt (15,165) — (15,165) Deferred income tax liabilities, net (931) — (931) Other liabilities (208) — (208) Recognized identifiable assets acquired and liabilities assumed $ 6,590 $ 165 $ 6,755 Goodwill $ 6,855 $ (165) $ 6,690 |
Summary of Purchase Price Allocation by Acquisitions | A summary of the cumulative consideration paid and allocation of the purchase price for the Enerqos acquisition are presented in the table below: Preliminary March 31, 2023 Measurement Period Adjustment As Adjusted December 31, 2023 Cash $ 9,535 $ — $ 9,535 Long-term debt assumed, net of current portions 3,951 — 3,951 FX adjustment (41) — (41) Fair value of consideration transferred $ 13,445 $ — $ 13,445 Cash and cash equivalents $ 190 $ — $ 190 Accounts receivable 6,230 — 6,230 Costs and estimated earnings in excess of billings 8,985 — 8,985 Prepaid expenses and other current assets 16,504 — 16,504 Project development costs 5,140 — 5,140 Property and equipment and energy assets 1,234 — 1,234 Intangible assets 4,438 — 4,438 Long-term restricted cash 163 — 163 Accounts payable (15,480) — (15,480) Accrued expenses and other current liabilities (4,510) 165 (4,345) Current portions of long-term debt (15,165) — (15,165) Deferred income tax liabilities, net (931) — (931) Other liabilities (208) — (208) Recognized identifiable assets acquired and liabilities assumed $ 6,590 $ 165 $ 6,755 Goodwill $ 6,855 $ (165) $ 6,690 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Carrying Value of Goodwill Attributable to Each Reportable Segment | The changes in the carrying value of goodwill balances by reportable segment were as follows: North America Regions U.S. Federal Europe Alternative Fuels Other Total Carrying Value of Goodwill Balance, December 31, 2023 $ 40,681 $ 3,981 $ 13,034 $ — $ 17,891 $ 75,587 Goodwill acquired during the year — — — — — — Fair value allocation (1,474) — — — 1,474 — Currency effects (70) — (206) — — (276) Balance, March 31, 2024 $ 39,137 $ 3,981 $ 12,828 $ — $ 19,365 $ 75,311 |
Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets | Definite-lived intangible assets, net consisted of the following: As of March 31, 2024 As of December 31, 2023 Gross carrying amount $ 36,960 37,147 Less - accumulated amortization (30,763) (30,339) Intangible assets, net $ 6,197 $ 6,808 |
Summary of Amortization Expense | The table below sets forth amortization expense: Three Months Ended March 31, Asset type Location 2024 2023 All other intangible assets Selling, general and administrative expenses 539 302 |
Energy Assets, Net (Tables)
Energy Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Energy Assets | Energy assets, net consisted of the following: March 31, 2024 December 31, 2023 Energy assets (1) $ 2,170,223 $ 2,054,145 Less - accumulated depreciation and amortization (381,654) (364,721) Energy assets, net $ 1,788,569 $ 1,689,424 (1) Includes financing lease assets (see Note 7), capitalized interest and asset retirement obligations (“ARO”) assets (see tables below). Also includes the energy asset projects acquired in January 2024. See section below for additional information. |
Schedule of Depreciation and Amortization Expense of Energy Assets | The following table sets forth our depreciation and amortization expense on energy assets, net of deferred grant amortization: Three Months Ended March 31, Location 2024 2023 Cost of revenues (2) $ 17,124 $ 13,341 (2) Includes depreciation and amortization on financing lease assets (see Note 7). |
Schedule of Capitalized Interest | The following table presents the interest costs relating to construction financing during the period of construction, which were capitalized as part of energy assets, net: Three Months Ended March 31, 2024 2023 Capitalized interest $ 14,872 $ 6,376 |
Schedule Of Asset And Liabilities Retirement Obligations | The following tables sets forth information related to our ARO assets and ARO liabilities: Location March 31, 2024 December 31, 2023 ARO assets, net Energy assets, net $ 4,619 $ 4,800 ARO liabilities, non-current Other liabilities $ 5,886 $ 5,960 Three Months Ended March 31, 2024 2023 Depreciation expense of ARO assets $ 44 $ 55 Accretion expense of ARO liabilities $ 66 $ 66 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities, Lessee | The table below sets forth supplemental condensed consolidated balance sheet information related to our leases: March 31, 2024 December 31, 2023 Operating Leases: Operating lease assets $ 69,348 $ 58,586 Current portions of operating lease liabilities $ 14,220 $ 13,569 Long-term portions of operating lease liabilities 50,710 42,258 Total operating lease liabilities $ 64,930 $ 55,827 Weighted-average remaining lease term 19 years 18 years Weighted-average discount rate 6.6 % 6.6 % Financing Leases: Energy assets $ 26,736 $ 27,262 Current portions of financing lease liabilities $ 1,027 $ 871 Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 12,871 13,057 Total financing lease liabilities $ 13,898 $ 13,928 Weighted-average remaining lease term 13 years 13 years Weighted-average discount rate 12.05 % 12.05 % |
Schedule of Other Lease Cost Details | The costs related to our leases were as follows: Three Months Ended March 31, 2024 2023 Operating Leases: Operating lease costs $ 3,056 $ 2,120 Financing Leases: Amortization expense 526 526 Interest on lease liabilities 392 444 Total lease costs $ 3,974 $ 3,090 Supplemental cash flow information related to our leases was as follows: Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,932 $ 1,852 Right-of-use assets (“ROU”) obtained in exchange for new operating lease liabilities (1) $ 12,736 $ 1,319 (1) Includes non-monetary lease transactions of $10,378. See disclosure below for additional information. |
Schedule of Operating Lease Liability Maturity | The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 12,766 $ 2,207 2025 12,403 2,213 2026 7,093 2,054 2027 6,006 1,922 2028 5,061 1,955 Thereafter 61,421 15,935 Total minimum lease payments 104,750 26,286 Less: interest 39,820 12,388 Present value of lease liabilities $ 64,930 $ 13,898 |
Schedule of Finance Lease Liability Maturity | The table below sets forth our estimated minimum future lease obligations under our leases: Operating Leases Financing Leases Year ended December 31, 2024 $ 12,766 $ 2,207 2025 12,403 2,213 2026 7,093 2,054 2027 6,006 1,922 2028 5,061 1,955 Thereafter 61,421 15,935 Total minimum lease payments 104,750 26,286 Less: interest 39,820 12,388 Present value of lease liabilities $ 64,930 $ 13,898 |
Debt and Financing Lease Liab_2
Debt and Financing Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Financing Lease Liabilities | Our debt and financing lease liabilities are comprised of the following: March 31, 2024 December 31, 2023 Senior secured revolving credit facility (1) $ 160,000 $ 140,000 Senior secured term loans 108,750 139,900 Energy asset construction facilities (2) 469,904 470,248 Energy asset term loans (2) 632,883 564,530 Sale-leasebacks (3) 185,863 185,698 Financing lease liabilities (4) 13,898 13,928 Total debt and financing lease liabilities 1,571,298 1,514,304 Less: current maturities 539,201 322,247 Less: unamortized discount and debt issuance costs 20,521 21,982 Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs $ 1,011,576 $ 1,170,075 (1) At March 31, 2024, funds of $27,269 were available for borrowing under this facility. (2) Most of these agreements are now using the Secured Overnight Financing Rate (“SOFR”) as the primary reference rate used to calculate interest. (3) These facilities are accounted for as failed sale leasebacks and are classified as long-term financing facilities. See Note 7 for additional disclosures. (4) Financing lease liabilities are sale-leaseback arrangements under previous guidance. See Note 7 for additional disclosures. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value by Balance Sheet Grouping | The following table presents the input level used to determine the fair values of our financial instruments measured at fair value on a recurring basis: Fair Value as of Level March 31, 2024 December 31, 2023 Assets: Interest rate swap instruments 2 $ 5,172 $ 3,970 Liabilities: Interest rate swap instruments 2 $ — $ 629 Make-whole provisions 2 4,755 6,012 Contingent consideration 3 1,465 1,465 Total liabilities $ 6,220 $ 8,106 |
Summary of Changes in Fair Value of Contingent Liabilities Classified as Level 3 | The following table sets forth a summary of changes in the fair value of contingent consideration liability classified as level 3: Fair Value as of March 31, 2024 December 31, 2023 Contingent consideration liability balance at the beginning of period $ 1,465 $ 4,158 Changes in fair value included in earnings — 347 Payment of contingent consideration — (3,040) Contingent consideration liability balance at the end of period $ 1,465 $ 1,465 |
Summary of Fair Value and Carrying Value of Long-Term Debt | The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases: As of March 31, 2024 As of December 31, 2023 Fair Value Carrying Value Fair Value Carrying Value Long-term debt (Level 2) $ 1,527,006 $ 1,536,879 $ 1,466,458 $ 1,478,394 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments | The following table presents information about the fair value amounts of our cash flow derivative instruments: Derivatives as of March 31, 2024 December 31, 2023 Balance Sheet Location Fair Value Fair Value Derivatives Designated as Hedging Instruments: Interest rate swap contracts Other assets $ 1,752 $ 1,023 Derivatives Not Designated as Hedging Instruments: Interest rate swap contracts Other assets $ 3,420 $ 2,947 Interest rate swap contracts Other liabilities $ — $ 629 Make-whole provisions Other liabilities $ 4,755 $ 6,012 |
Summary of Derivative Effect on Consolidated Statements of Income (Loss) | The following table presents information about the effects of our derivative instruments on our condensed consolidated statements of income and condensed consolidated statements of comprehensive income: Amount of (Gain) Loss Recognized in Net (Loss) Income Location of (Gain) Loss Recognized in Net (Loss) Income Three Months Ended March 31, 2024 2023 Derivatives Designated as Hedging Instruments: Interest rate swap contracts Other expenses, net $ (276) $ 11 Derivatives Not Designated as Hedging Instruments: Interest rate swap contracts Other expenses, net $ (1,102) $ 458 Make-whole provisions Other expenses, net $ (1,257) $ (295) |
Summary of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in Accumulated Other Comprehensive Income (“AOCI”), net of taxes, from our hedging instruments: Three Months Ended March 31, 2024 Derivatives Designated as Hedging Instruments: Accumulated gain in AOCI at the beginning of the period $ 746 Unrealized gain recognized in AOCI 815 Gain reclassified from AOCI to other expenses, net (276) Gain on derivatives 539 Accumulated gain in AOCI at the end of the period $ 1,285 |
Summary of Active Derivative Instruments | The following tables present all of our active derivative instruments as of March 31, 2024: Active Interest Rate Swaps Expiration Date Initial Notional Status 11-Year, 5.77% Fixed October 2029 $ 9,200 Designated 15-Year, 5.24% Fixed June 2033 $ 10,000 Designated 10-Year, 4.74% Fixed December 2027 $ 14,100 Designated 8-Year, 3.49% Fixed June 2028 $ 14,643 Designated 8-Year, 3.49% Fixed June 2028 $ 10,734 Designated 13-Year, 0.72% Fixed March 2033 $ 9,505 Not Designated 13-Year, 0.72% Fixed March 2033 $ 6,968 Not Designated 17.75-Year, 3.16% Fixed December 2040 $ 14,084 Designated 18-Year, 3.81% Fixed July 2041 $ 32,021 Not Designated Other Derivatives Classification Effective Date Expiration Date Fair Value ($) Make-whole provisions Liability June/August 2018 December 2038 $ 169 Make-whole provisions Liability August 2016 April 2031 $ 35 Make-whole provisions Liability April 2017 February 2034 $ 27 Make-whole provisions Liability November 2020 December 2027 $ 26 Make-whole provisions Liability October 2011 May 2028 $ 2 Make-whole provisions Liability May 2021 April 2045 $ 11 Make-whole provisions Liability July 2021 March 2046 $ 2,085 Make-whole provisions Liability June 2022 March 2042 $ 797 Make-whole provisions Liability March 2023 December 2047 $ 1,603 |
Variable Interest Entities An_2
Variable Interest Entities And Equity Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Variable Interest Entities | The table below presents a summary of amounts related to our consolidated investment funds and joint ventures, which we determined meet the definition of a variable interest entity (“VIE”), as of: March 31, 2024 (1) December 31, 2023 (1) Investment Funds Other VIEs Total VIEs Investment Funds Other VIEs Total VIEs Cash and cash equivalents $ 1,556 $ 6,529 $ 8,085 $ 5,099 $ 16,780 $ 21,879 Accounts receivable, net — 4,645 4,645 — 1,977 1,977 Costs and estimated earnings in excess of billings 1,169 14,230 15,399 662 13,409 14,071 Prepaid expenses and other current assets 26 3,164 3,190 33 3,749 3,782 Total VIE current assets 2,751 28,568 31,319 5,794 35,915 41,709 Property and equipment, net — — — — 267 267 Energy assets, net 77,768 79,394 157,162 79,104 173,808 252,912 Operating lease assets 4,708 943 5,651 4,748 12,908 17,656 Restricted cash, non-current portion 73 — 73 73 — 73 Other assets 10 537 547 10 74 84 Total VIE assets $ 85,310 $ 109,442 $ 194,752 $ 89,729 $ 222,972 $ 312,701 Current portions of long-term debt and financing lease liabilities $ 2,180 $ — $ 2,180 $ 2,190 $ 132,427 $ 134,617 Accounts payable 1,406 13,940 15,346 1,440 6,490 7,930 Accrued expenses and other current liabilities 223 4,908 5,131 241 22,780 23,021 Current portions of operating lease liabilities 138 95 233 133 6,953 7,086 Total VIE current liabilities 3,947 18,943 22,890 4,004 168,650 172,654 Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 16,754 — 16,754 17,167 — 17,167 Long-term operating lease liabilities, net of current portion 5,036 897 5,933 5,063 3,823 8,886 Other liabilities 301 — 301 356 — 356 Total VIE liabilities $ 26,038 $ 19,840 $ 45,878 $ 26,590 $ 172,473 $ 199,063 (1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets. |
Summary of Equity Method Investments | The following table provides information about our equity and cost method investments in joint ventures: As of March 31, 2024 December 31, 2023 Equity and cost method investments $ 10,927 $ 18,709 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerator and denominator for the computation of basic and diluted earnings per share: Three Months Ended March 31, (In thousands, except per share data) 2024 2023 Numerator: Net (loss) income attributable to common shareholders $ (2,937) $ 1,102 Adjustment for accretion of tax equity financing fees (27) (27) (Loss) income attributable to common shareholders $ (2,964) $ 1,075 Denominator: Basic weighted-average shares outstanding 52,289 51,963 Effect of dilutive securities: Stock options — 1,298 Diluted weighted-average shares outstanding 52,289 53,261 Net (loss) income per share attributable to common shareholders: Basic $ (0.06) $ 0.02 Diluted $ (0.06) $ 0.02 Potentially dilutive shares (1) 2,676 1,901 (1) Potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-based Compensation Expense | We recorded stock-based compensation expense, including expense related to our employee stock purchase plan, as follows: Three Months Ended March 31, 2024 2023 Stock-based compensation expense $ 3,026 $ 4,037 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of Operational Results by Business Segments | The tables below present our business segment information recast for the prior-year period and a reconciliation to the condensed consolidated financial statements: North America Regions U.S. Federal Europe Alternative Fuels All Other Total Consolidated Three months ended March 31, 2024 Revenues $ 138,285 $ 60,890 $ 44,122 $ 32,859 $ 22,250 $ 298,406 Gain on derivatives (1,256) (795) — (308) — (2,359) Interest expense, net of interest income 1,697 775 918 5,682 — 9,072 Depreciation and amortization of intangible assets 8,074 2,016 496 7,196 596 18,378 Unallocated corporate activity — — — — — (22,143) Income before taxes, excluding unallocated corporate activity 5,593 7,357 (592) 1,176 2,431 15,965 North America Regions U.S. Federal Europe Alternative Fuels All Other Total Consolidated Three Months Ended March 31, 2023 Revenues $ 140,542 $ 59,556 $ 19,096 $ 28,339 $ 23,509 $ 271,042 (Gain) loss on derivatives (295) (62) — 520 — 163 Interest expense, net of interest income 1,585 298 121 2,351 (2) 4,353 Depreciation and amortization of intangible assets 6,453 1,225 175 5,868 131 13,852 Unallocated corporate activity — — — — — (18,843) Income before taxes, excluding unallocated corporate activity 8,250 5,212 123 3,515 2,797 19,897 |
Other Expenses, Net (Tables)
Other Expenses, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Summary of Other Expenses, Net | The following table presents the components of other expenses, net: Three Months Ended March 31, 2024 2023 (Gain) loss on derivatives $ (2,359) $ 163 Interest expense, net of interest income 14,235 7,193 Amortization of debt discount and debt issuance costs 982 790 Foreign currency transaction loss (gain) 1,132 (157) Government incentives 12 54 Factoring fees 169 — Other expenses, net $ 14,171 $ 8,043 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities | The table below reflects the assets and liabilities associated with assets held for sale by segment: March 31, 2024 December 31, 2023 North America Regions U.S. Federal Total North America Regions U.S. Federal Total Other assets $ 19,835 $ 36,920 $ 56,755 $ 18,895 $ 18,253 $ 37,148 Operating lease assets 1,250 743 1,993 1,256 — 1,256 Assets classified as held for sale $ 21,085 $ 37,663 $ 58,748 $ 20,151 $ 18,253 $ 38,404 Accounts payable $ 183 $ 9,900 $ 10,083 $ 5,418 $ 601 $ 6,019 Accrued expenses and other current liabilities 4 13 17 14 — 14 Billings in excess of cost and estimated earnings — 1,015 1,015 — 1,088 1,088 Long-term operating lease liabilities, net of current portion 1,252 730 1,982 1,230 — 1,230 Liabilities directly associated with assets classified as held for sale $ 1,439 $ 11,658 $ 13,097 $ 6,662 $ 1,689 $ 8,351 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Factoring fees | $ 169 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses, beginning of period | $ 903 | $ 911 |
Charges to (recoveries of) costs and expenses, net | 1 | 93 |
Account write-offs and other | (6) | (33) |
Allowance for credit losses, end of period | $ 898 | $ 971 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Other receivables | $ 44,014 | $ 74,454 | |
Deferred project costs | 65,020 | 38,240 | |
Prepaid expenses | 9,779 | 10,697 | |
Prepaid expenses and other current assets | [1] | $ 118,813 | $ 123,391 |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2024 and December 31, 2023 of $194,752 and $312,701, respectively. Includes liabilities of consolidated VIEs at March 31, 2024 and December 31, 2023 of $45,878 and 199,063, respectively. See Note 13. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 298,406 | $ 271,042 |
Percentage of revenue recognized over time | 94% | 93% |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 239,099 | $ 233,084 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 15,180 | 17,234 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 44,127 | 20,724 |
Project revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 204,284 | 183,230 |
O&M revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 25,335 | 22,258 |
Energy assets | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 43,154 | 40,772 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 25,633 | 24,782 |
North America Regions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 138,285 | 140,542 |
North America Regions | Project revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 116,211 | 119,231 |
North America Regions | O&M revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 6,933 | 5,539 |
North America Regions | Energy assets | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 13,754 | 14,407 |
North America Regions | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,387 | 1,365 |
U.S. Federal | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 60,890 | 59,556 |
U.S. Federal | Project revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 43,479 | 45,549 |
U.S. Federal | O&M revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 15,278 | 12,700 |
U.S. Federal | Energy assets | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,929 | 1,076 |
U.S. Federal | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 204 | 231 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 44,122 | 19,096 |
Europe | Project revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 41,424 | 17,200 |
Europe | O&M revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 747 | 333 |
Europe | Energy assets | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 171 | 519 |
Europe | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,780 | 1,044 |
Alternative Fuels | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 32,859 | 28,339 |
Alternative Fuels | Project revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,163 | 0 |
Alternative Fuels | O&M revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,377 | 3,686 |
Alternative Fuels | Energy assets | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 27,300 | 24,653 |
Alternative Fuels | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 19 | 0 |
All Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 22,250 | 23,509 |
All Other | Project revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 7 | 1,250 |
All Other | O&M revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
All Other | Energy assets | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 117 |
All Other | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 22,243 | $ 22,142 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | ||
Revenue from Contract with Customer [Abstract] | ||||||
Accounts receivable, net | $ 146,836 | [1] | $ 153,362 | [1] | $ 130,940 | $ 174,009 |
Accounts receivable retainage, net | 32,158 | 33,826 | 35,625 | 38,057 | ||
Contract Assets: | ||||||
Costs and estimated earnings in excess of billings | 652,428 | [1] | 636,163 | [1] | 497,762 | 576,363 |
Contract Liabilities: | ||||||
Billings in excess of cost and estimated earnings | 61,267 | 52,903 | 39,326 | 34,796 | ||
Billings in excess of cost and estimated earnings, non-current | 19,883 | 18,688 | 12,510 | 7,617 | ||
Total contract liabilities | $ 81,150 | $ 71,591 | $ 51,836 | $ 42,413 | ||
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2024 and December 31, 2023 of $194,752 and $312,701, respectively. Includes liabilities of consolidated VIEs at March 31, 2024 and December 31, 2023 of $45,878 and 199,063, respectively. See Note 13. |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, asset, reclassified to receivable | $ 210,475,000 | $ 286,203,000 |
Contract with customer, asset, revenue recognized | 203,216,000 | 190,415,000 |
Revenue recognized | 60,748,000 | 34,715,000 |
Contract with customer, liability, billings | 46,306,000 | 39,082,000 |
Revenue, remaining performance obligation | $ 2,658,592,000 | |
Contract term | 25 years | |
Capitalized contract cost, project development costs | $ 3,120,000 | 2,612,000 |
Capitalized contract cost, impairment loss | $ 0 | $ 0 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Mar. 31, 2024 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 32% |
Revenue, remaining performance obligation, remaining satisfaction | 12 months |
Business Acquisitions and Rel_3
Business Acquisitions and Related Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Dec. 31, 2023 | Mar. 31, 2023 | Mar. 30, 2023 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | ||||
Goodwill, net | $ 75,587,000 | $ 75,311,000 | ||
Enerqos | ||||
Business Acquisition [Line Items] | ||||
Fair value of consideration | 13,445,000 | $ 13,445,000 | $ 13,445,000 | |
Payments to acquire businesses, gross | 9,535,000 | 9,535,000 | 9,535,000 | |
Contingent consideration | 0 | |||
Cash acquired from acquisition | 353,000 | |||
Long-term debt assumed, net of current portions | 3,951,000 | 3,951,000 | 3,951,000 | |
Deferred tax liability | 931,000 | 931,000 | 931,000 | |
Goodwill, net | $ 6,690,000 | $ 6,855,000 | $ 6,855,000 | |
Revenue | 4,178,000 | |||
Net loss | $ 740,000 |
Business Acquisitions and Rel_4
Business Acquisitions and Related Transactions - Consideration Paid and the Allocation of the Purchase Price (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Dec. 31, 2023 | Mar. 31, 2023 | Mar. 30, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 75,587 | $ 75,587 | $ 75,311 | ||
Enerqos | |||||
Business Acquisition [Line Items] | |||||
Cash | 9,535 | $ 9,535 | $ 9,535 | ||
Long-term debt assumed, net of current portions | 3,951 | 3,951 | 3,951 | ||
FX adjustment | (41) | (41) | |||
Fair value of consideration transferred | 13,445 | 13,445 | 13,445 | ||
Cash and cash equivalents | 190 | 190 | 190 | ||
Accounts receivable | 6,230 | 6,230 | 6,230 | ||
Costs and estimated earnings in excess of billings | 8,985 | 8,985 | 8,985 | ||
Prepaid expenses and other current assets | 16,504 | 16,504 | 16,504 | ||
Project development costs | 5,140 | 5,140 | 5,140 | ||
Property and equipment and energy assets | 1,234 | 1,234 | 1,234 | ||
Intangible assets | 4,438 | 4,438 | 4,438 | ||
Long-term restricted cash | 163 | 163 | 163 | ||
Accounts payable | (15,480) | (15,480) | (15,480) | ||
Accrued expenses and other current liabilities | (4,345) | (4,510) | (4,345) | ||
Measurement period adjustment, Accrued expenses and other current liabilities | 165 | ||||
Current portions of long-term debt | (15,165) | (15,165) | (15,165) | ||
Deferred income tax liabilities, net | (931) | (931) | (931) | (931) | |
Other liabilities | (208) | (208) | (208) | ||
Recognized identifiable assets acquired and liabilities assumed | 6,755 | 6,590 | 6,755 | ||
Measurement period adjustment, Recognized identifiable assets acquired and liabilities assumed | 165 | ||||
Goodwill | $ 6,690 | $ 6,855 | $ 6,855 | 6,690 | |
Measurement period adjustment, Goodwill | $ (165) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) | Jan. 01, 2024 reporting_unit |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Number of reporting units | 2 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Carrying Value of Goodwill | |
Beginning Balance | $ 75,587 |
Goodwill acquired during the year | 0 |
Fair value allocation | 0 |
Currency effects | (276) |
Ending Balance | 75,311 |
North America Regions | |
Carrying Value of Goodwill | |
Beginning Balance | 40,681 |
Goodwill acquired during the year | 0 |
Fair value allocation | (1,474) |
Currency effects | (70) |
Ending Balance | 39,137 |
U.S. Federal | |
Carrying Value of Goodwill | |
Beginning Balance | 3,981 |
Goodwill acquired during the year | 0 |
Fair value allocation | 0 |
Currency effects | 0 |
Ending Balance | 3,981 |
Europe | |
Carrying Value of Goodwill | |
Beginning Balance | 13,034 |
Goodwill acquired during the year | 0 |
Fair value allocation | 0 |
Currency effects | (206) |
Ending Balance | 12,828 |
Alternative Fuels | |
Carrying Value of Goodwill | |
Beginning Balance | 0 |
Goodwill acquired during the year | 0 |
Fair value allocation | 0 |
Currency effects | 0 |
Ending Balance | 0 |
Other | |
Carrying Value of Goodwill | |
Beginning Balance | 17,891 |
Goodwill acquired during the year | 0 |
Fair value allocation | 1,474 |
Currency effects | 0 |
Ending Balance | $ 19,365 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 36,960 | $ 37,147 |
Less - accumulated amortization | (30,763) | (30,339) |
Intangible assets, net | $ 6,197 | $ 6,808 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization expense | $ 539 | $ 302 |
All other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization expense | $ 539 | $ 302 |
Energy Assets, Net - Energy Ass
Energy Assets, Net - Energy Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Energy assets, net | [1] | $ 1,788,569 | $ 1,689,424 |
Energy Assets | |||
Property, Plant and Equipment [Line Items] | |||
Energy assets | 2,170,223 | 2,054,145 | |
Less - accumulated depreciation and amortization | (381,654) | (364,721) | |
Energy assets, net | $ 1,788,569 | $ 1,689,424 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2024 and December 31, 2023 of $194,752 and $312,701, respectively. Includes liabilities of consolidated VIEs at March 31, 2024 and December 31, 2023 of $45,878 and 199,063, respectively. See Note 13. |
Energy Assets, Net - August 202
Energy Assets, Net - August 2023 Purchase and Sale Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 12, 2024 USD ($) | Dec. 28, 2023 land_lease | Aug. 04, 2023 USD ($) | Jan. 31, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||||
Payment on seller's promissory note | $ 29,441 | $ 0 | |||||
Number of land leases acquired | land_lease | 4 | ||||||
Bright Canyon Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of stock acquired | 100% | ||||||
Asset acquisition, total purchase price | $ 47,956 | $ 87,964 | |||||
Cash payment for asset acquisition | 9,839 | 5,000 | |||||
Payable to seller | $ 32,500 | 46,694 | $ 5,617 | ||||
Asset acquisition, debt assumed | 36,270 | ||||||
Cash acquired | $ 11,206 | ||||||
Payment on seller's promissory note | $ 29,441 | $ 18,400 | |||||
Adjustment, consideration transferred | $ 1,147 |
Energy Assets, Net - Additional
Energy Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||
Cost of revenues | $ 17,124 | $ 13,341 | |
Capitalized interest | 14,872 | 6,376 | |
ARO assets, net | 4,619 | $ 4,800 | |
ARO liabilities, non-current | 5,886 | $ 5,960 | |
Depreciation expense of ARO assets | 1,175 | 644 | |
Accretion expense of ARO liabilities | 66 | 66 | |
ARO Assets | |||
Business Acquisition [Line Items] | |||
Depreciation expense of ARO assets | $ 44 | $ 55 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Operating Leases: | |||
Operating lease assets | [1] | $ 69,348 | $ 58,586 |
Current portions of operating lease liabilities | [1] | 14,220 | 13,569 |
Long-term portions of operating lease liabilities | [1] | 50,710 | 42,258 |
Total operating lease liabilities | $ 64,930 | $ 55,827 | |
Weighted-average remaining lease term | 19 years | 18 years | |
Weighted-average discount rate | 6.60% | 6.60% | |
Financing Leases: | |||
Energy assets | $ 26,736 | $ 27,262 | |
Current portions of financing lease liabilities | 1,027 | 871 | |
Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | 12,871 | 13,057 | |
Total financing lease liabilities | $ 13,898 | $ 13,928 | |
Weighted-average remaining lease term | 13 years | 13 years | |
Weighted-average discount rate | 12.05% | 12.05% | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Energy assets, net | Energy assets, net | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portions of long-term debt and financing lease liabilities | Current portions of long-term debt and financing lease liabilities | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2024 and December 31, 2023 of $194,752 and $312,701, respectively. Includes liabilities of consolidated VIEs at March 31, 2024 and December 31, 2023 of $45,878 and 199,063, respectively. See Note 13. |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Leases: | ||
Operating lease costs | $ 3,056 | $ 2,120 |
Financing Leases: | ||
Amortization expense | 526 | 526 |
Interest on lease liabilities | 392 | 444 |
Total lease costs | $ 3,974 | $ 3,090 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 4,932 | $ 1,852 |
Right-of-use assets (“ROU”) obtained in exchange for new operating lease liabilities | 12,736 | $ 1,319 |
Non-monetary lease transactions | $ 10,378 |
Leases - Minimum Future Lease O
Leases - Minimum Future Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases | ||
2024 | $ 12,766 | |
2025 | 12,403 | |
2026 | 7,093 | |
2027 | 6,006 | |
2028 | 5,061 | |
Thereafter | 61,421 | |
Total minimum lease payments | 104,750 | |
Less: interest | 39,820 | |
Present value of lease liabilities | 64,930 | $ 55,827 |
Financing Leases | ||
2024 | 2,207 | |
2025 | 2,213 | |
2026 | 2,054 | |
2027 | 1,922 | |
2028 | 1,955 | |
Thereafter | 15,935 | |
Total minimum lease payments | 26,286 | |
Less: interest | 12,388 | |
Present value of lease liabilities | $ 13,898 | $ 13,928 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) lease_liability project | Mar. 31, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of lease liabilities | lease_liability | 6 | |
Net amortization expense | $ 57 | $ 57 |
Ground Lease | ||
Lessee, Lease, Description [Line Items] | ||
Commitment for future lease payments for leases that do not yet meet the criteria of a ROU asset or liability | $ 10,500 | |
Lease term | 20 years | |
August 2018 Long Term Finance Liability | Solar Photovoltaic Projects | ||
Lessee, Lease, Description [Line Items] | ||
Solar PV projects sold | project | 1 | |
Investment fund call option exercise | $ 4,444 |
Debt and Financing Lease Liab_3
Debt and Financing Lease Liabilities - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Financing lease liabilities | $ 13,898 | $ 13,928 | |
Total debt and financing lease liabilities | 1,571,298 | 1,514,304 | |
Less: current maturities | 539,201 | 322,247 | |
Less: unamortized discount and debt issuance costs | 20,521 | 21,982 | |
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | [1] | 1,011,576 | 1,170,075 |
Secured Debt | Senior secured term loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 108,750 | 139,900 | |
Secured Debt | Energy asset term loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 632,883 | 564,530 | |
Financing Facility | Long-term financing facilities | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 185,863 | 185,698 | |
Revolving Senior Secured Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 160,000 | 140,000 | |
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Funds available for borrowing | 27,269 | ||
Revolving Credit Facility | Line of Credit | Energy asset construction facilities | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 469,904 | $ 470,248 | |
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2024 and December 31, 2023 of $194,752 and $312,701, respectively. Includes liabilities of consolidated VIEs at March 31, 2024 and December 31, 2023 of $45,878 and 199,063, respectively. See Note 13. |
Debt and Financing Lease Liab_4
Debt and Financing Lease Liabilities - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Apr. 10, 2024 USD ($) | Apr. 05, 2024 USD ($) note | Feb. 26, 2024 USD ($) | Jan. 12, 2024 USD ($) | Aug. 04, 2023 USD ($) | Jan. 31, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Payment on seller's promissory note | $ 29,441,000 | $ 0 | |||||||
Bright Canyon Corporation | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate, percentage | 5% | ||||||||
Asset acquisition, total purchase price | $ 47,956,000 | $ 87,964,000 | |||||||
Cash payment for asset acquisition | 9,839,000 | 5,000,000 | |||||||
Payable to seller | $ 32,500,000 | 46,694,000 | 5,617,000 | ||||||
Asset acquisition, debt assumed | $ 36,270,000 | ||||||||
Payment on seller's promissory note | $ 29,441,000 | $ 18,400,000 | |||||||
Adjustment, consideration transferred | $ 1,147,000 | ||||||||
Secured Debt | Bright Canyon Corporation | |||||||||
Debt Instrument [Line Items] | |||||||||
Asset acquisition, debt assumed | $ 36,270,000 | ||||||||
Secured Debt | Bright Canyon Corporation | Secured Overnight Financing Rate (SOFR), 4 Year Term | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 1.635% | ||||||||
Secured Debt | Bright Canyon Corporation | Secured Overnight Financing Rate (SOFR), 2 Year Term | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 1.76% | ||||||||
Senior secured term loans | Secured Debt | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of secured debt | $ 5,000,000 | ||||||||
Principal amount | 7,500,000 | ||||||||
Subordinated debt | $ 100,000,000 | ||||||||
Senior Secured Notes, Due June 2042 | Senior Notes | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of notes | note | 2 | ||||||||
Debt issuance costs | $ 1,052,000 | ||||||||
Senior Secured Notes, Due June 2042, First Lien | Senior Notes | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate, percentage | 6.20% | ||||||||
Original principal amount | $ 92,512,000 | ||||||||
Proceeds from issuance of senior long-term debt | $ 83,282,000 | ||||||||
Senior Secured Notes, Due June 2042, Second Lien | Senior Notes | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate, percentage | 8% | ||||||||
Original principal amount | $ 12,657,000 | ||||||||
Proceeds from issuance of senior long-term debt | 12,292,000 | ||||||||
Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Funds available for borrowing | $ 27,269,000 | ||||||||
Revolving Credit Facility | Fixed Rate Note, Due August, 2039 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate, percentage | 6.70% | ||||||||
Proceeds from lines of credit | $ 35,448,000 | ||||||||
Line of credit | $ 376,836,000 | ||||||||
Revolving Credit Facility | Construction Credit Facility, Due July 204 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate, percentage | 6.80% | ||||||||
Proceeds from lines of credit | $ 5,001,000 | ||||||||
Funds available for borrowing | 0 | ||||||||
Line of credit | $ 138,260,000 | ||||||||
Revolving Credit Facility | Construction Credit Facility, Due August 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate, percentage | 9.32% | ||||||||
Proceeds from lines of credit | $ 31,204,000 | ||||||||
Line of credit | $ 296,931,000 | ||||||||
Revolving Credit Facility | Construction Credit Facility, Due August 2026 | Line of Credit | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of long-term line of credit | $ 86,462,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision (benefit) | $ 0 | $ (503) |
Effective tax rate, percentage | 0% | (47.70%) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Aug. 04, 2023 | Dec. 31, 2021 | Oct. 31, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | |||||
Liquidated damages up to a maximum amount | $ 89,000 | ||||
Bright Canyon Corporation | |||||
Loss Contingencies [Line Items] | |||||
Consideration transferred, contingent consideration | $ 40,000 | ||||
Contingent consideration, term | 7 years | ||||
Plug Smart | |||||
Loss Contingencies [Line Items] | |||||
Contingent consideration, liability, revenue earn-outs, payment period (in years) | 5 years | ||||
Maximum cumulative earn-out | $ 5,000 | ||||
Contingent consideration, liability | $ 1,465 | $ 1,465 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Total liabilities | $ 6,220 | $ 8,106 |
Level 2 | Interest rate swap instruments | ||
Assets: | ||
Interest rate swap instruments | 5,172 | 3,970 |
Liabilities: | ||
Liability derivatives | 0 | 629 |
Level 2 | Make-whole provisions | ||
Liabilities: | ||
Liability derivatives | 4,755 | 6,012 |
Level 3 | ||
Liabilities: | ||
Contingent consideration | $ 1,465 | $ 1,465 |
Fair Value Measurement - Change
Fair Value Measurement - Changes in Contingent Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration liability balance at the beginning of period | $ 1,465 | $ 4,158 |
Changes in fair value included in earnings | 0 | 347 |
Payment of contingent consideration | 0 | (3,040) |
Contingent consideration liability balance at the end of period | $ 1,465 | $ 1,465 |
Fair Value Measurement - Fair_2
Fair Value Measurement - Fair Value and Carrying Value of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt (Level 2) | $ 1,527,006 | $ 1,466,458 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt (Level 2) | $ 1,536,879 | $ 1,478,394 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Measurements, Nonrecurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets, fair value disclosure, nonrecurring | $ 0 | $ 0 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments on the Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Derivatives Designated as Hedging Instruments: | Interest rate swap contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 1,752 | $ 1,023 |
Derivatives Not Designated as Hedging Instruments: | Interest rate swap contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 3,420 | 2,947 |
Derivatives Not Designated as Hedging Instruments: | Interest rate swap contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 0 | 629 |
Derivatives Not Designated as Hedging Instruments: | Make-whole provisions | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 4,755 | $ 6,012 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Additional Information (Details) - derivative_instrument | Mar. 31, 2024 | Dec. 31, 2023 |
Not Designated | ||
Derivative [Line Items] | ||
Number of instruments held | 3 | 3 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Effects on Statements of Income (Loss) and Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Gain) Loss Recognized in Net (Loss) Income | $ (2,359) | $ 163 |
Derivatives Designated as Hedging Instruments: | Other expenses, net | Interest rate swap contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Gain) Loss Recognized in Net (Loss) Income | (276) | 11 |
Derivatives Not Designated as Hedging Instruments: | Other expenses, net | Interest rate swap contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Gain) Loss Recognized in Net (Loss) Income | (1,102) | 458 |
Derivatives Not Designated as Hedging Instruments: | Other expenses, net | Make-whole provisions | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Gain) Loss Recognized in Net (Loss) Income | $ (1,257) | $ (295) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Effects of Derivative Instruments in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 925,886 | $ 873,031 |
Total other comprehensive loss | (623) | (586) |
Ending balance | 930,163 | $ 894,772 |
Accumulated Gain (Loss), Net, Cash Flow Hedge | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 746 | |
Unrealized gain recognized in AOCI | 815 | |
Gain reclassified from AOCI to other expenses, net | (276) | |
Total other comprehensive loss | 539 | |
Ending balance | $ 1,285 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Schedule of Active Derivative Instruments (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Designated | Interest Rate Swap October 2029 | |
Derivative [Line Items] | |
Term of contract, years | 11 years |
Fixed interest rate, percentage | 5.77% |
Initial Notional Amount ($) | $ 9,200,000 |
Designated | Interest Rate Swap June 2033 | |
Derivative [Line Items] | |
Term of contract, years | 15 years |
Fixed interest rate, percentage | 5.24% |
Initial Notional Amount ($) | $ 10,000,000 |
Designated | Interest Rate Swap - December 2027 | |
Derivative [Line Items] | |
Term of contract, years | 10 years |
Fixed interest rate, percentage | 4.74% |
Initial Notional Amount ($) | $ 14,100,000 |
Designated | Interest Rate Swap - June 2028 | |
Derivative [Line Items] | |
Term of contract, years | 8 years |
Fixed interest rate, percentage | 3.49% |
Initial Notional Amount ($) | $ 14,643,000 |
Designated | Interest Rate Swap - June 2028 | |
Derivative [Line Items] | |
Term of contract, years | 8 years |
Fixed interest rate, percentage | 3.49% |
Initial Notional Amount ($) | $ 10,734,000 |
Designated | Interest Rate Swap - December 2040 | |
Derivative [Line Items] | |
Term of contract, years | 17 years 9 months |
Fixed interest rate, percentage | 3.16% |
Initial Notional Amount ($) | $ 14,084,000 |
Not Designated | Interest Rate Swap March 2033 | |
Derivative [Line Items] | |
Term of contract, years | 13 years |
Fixed interest rate, percentage | 0.72% |
Initial Notional Amount ($) | $ 9,505,000 |
Not Designated | Interest Rate Swap March 2033 | |
Derivative [Line Items] | |
Term of contract, years | 13 years |
Fixed interest rate, percentage | 0.72% |
Initial Notional Amount ($) | $ 6,968,000 |
Not Designated | Interest Rate Swap - July 2041 | |
Derivative [Line Items] | |
Term of contract, years | 18 years |
Fixed interest rate, percentage | 3.81% |
Initial Notional Amount ($) | $ 32,021,000 |
Not Designated | Make-whole Provisions December 2038 | Other liabilities | |
Derivative [Line Items] | |
Liability derivatives, fair value | 169,000 |
Not Designated | Make-whole Provisions April 2031 | Other liabilities | |
Derivative [Line Items] | |
Liability derivatives, fair value | 35,000 |
Not Designated | Make-whole Provisions February 2034 | Other liabilities | |
Derivative [Line Items] | |
Liability derivatives, fair value | 27,000 |
Not Designated | Make-whole Provision December 2027 | Other liabilities | |
Derivative [Line Items] | |
Liability derivatives, fair value | 26,000 |
Not Designated | Make-whole Provision May 2028 | Other liabilities | |
Derivative [Line Items] | |
Liability derivatives, fair value | 2,000 |
Not Designated | Make-whole Provision April 2045 | Other liabilities | |
Derivative [Line Items] | |
Liability derivatives, fair value | 11,000 |
Not Designated | Make-whole Provision March 2046 | Other liabilities | |
Derivative [Line Items] | |
Liability derivatives, fair value | 2,085,000 |
Not Designated | Make-whole Provision March 2042 | Other liabilities | |
Derivative [Line Items] | |
Liability derivatives, fair value | 797,000 |
Not Designated | Make-whole Provision December 2047 | Other liabilities | |
Derivative [Line Items] | |
Liability derivatives, fair value | $ 1,603,000 |
Variable Interest Entities An_3
Variable Interest Entities And Equity Method Investments - Schedule of Variable Interest Entity Financial Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |||
Current assets: | |||||||
Cash and cash equivalents | [1] | $ 77,681 | $ 79,271 | ||||
Accounts receivable, net | 146,836 | [1] | 153,362 | [1] | $ 130,940 | $ 174,009 | |
Costs and estimated earnings in excess of billings | 652,428 | [1] | 636,163 | [1] | $ 497,762 | $ 576,363 | |
Prepaid expenses and other current assets | 9,779 | 10,697 | |||||
Total current assets | [1] | 1,126,472 | 1,128,471 | ||||
Property and equipment, net | [1] | 17,170 | 17,395 | ||||
Energy assets, net | [1] | 1,788,569 | 1,689,424 | ||||
Operating lease assets | [1] | 69,348 | 58,586 | ||||
Restricted cash, non-current portion | [1] | 12,553 | 12,094 | ||||
Other assets | [1] | 104,318 | 89,735 | ||||
Total assets | [1] | 3,803,266 | 3,713,776 | ||||
Current liabilities: | |||||||
Current portions of long-term debt and financing lease liabilities | [1] | 539,201 | 322,247 | ||||
Accounts payable | [1] | 437,240 | 402,752 | ||||
Accrued expenses and other current liabilities | [1] | 109,954 | 108,831 | ||||
Current portions of operating lease liabilities | [1] | 14,220 | 13,569 | ||||
Total current liabilities | [1] | 1,162,280 | 901,471 | ||||
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | [1] | 1,011,576 | 1,170,075 | ||||
Long-term operating lease liabilities, net of current portion | [1] | 50,710 | 42,258 | ||||
Other liabilities | [1] | 88,619 | 82,714 | ||||
Variable Interest Entity, Primary Beneficiary | |||||||
Current assets: | |||||||
Cash and cash equivalents | 8,085 | 21,879 | |||||
Accounts receivable, net | 4,645 | 1,977 | |||||
Costs and estimated earnings in excess of billings | 15,399 | 14,071 | |||||
Prepaid expenses and other current assets | 3,190 | 3,782 | |||||
Total current assets | 31,319 | 41,709 | |||||
Property and equipment, net | 0 | 267 | |||||
Energy assets, net | 157,162 | 252,912 | |||||
Operating lease assets | 5,651 | 17,656 | |||||
Restricted cash, non-current portion | 73 | 73 | |||||
Other assets | 547 | 84 | |||||
Total assets | 194,752 | 312,701 | |||||
Current liabilities: | |||||||
Current portions of long-term debt and financing lease liabilities | 2,180 | 134,617 | |||||
Accounts payable | 15,346 | 7,930 | |||||
Accrued expenses and other current liabilities | 5,131 | 23,021 | |||||
Current portions of operating lease liabilities | 233 | 7,086 | |||||
Total current liabilities | 22,890 | 172,654 | |||||
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | 16,754 | 17,167 | |||||
Long-term operating lease liabilities, net of current portion | 5,933 | 8,886 | |||||
Other liabilities | 301 | 356 | |||||
Total VIE liabilities | 45,878 | 199,063 | |||||
Variable Interest Entity, Primary Beneficiary | Investment Funds | |||||||
Current assets: | |||||||
Cash and cash equivalents | 1,556 | 5,099 | |||||
Accounts receivable, net | 0 | 0 | |||||
Costs and estimated earnings in excess of billings | 1,169 | 662 | |||||
Prepaid expenses and other current assets | 26 | 33 | |||||
Total current assets | 2,751 | 5,794 | |||||
Property and equipment, net | 0 | 0 | |||||
Energy assets, net | 77,768 | 79,104 | |||||
Operating lease assets | 4,708 | 4,748 | |||||
Restricted cash, non-current portion | 73 | 73 | |||||
Other assets | 10 | 10 | |||||
Total assets | 85,310 | 89,729 | |||||
Current liabilities: | |||||||
Current portions of long-term debt and financing lease liabilities | 2,180 | 2,190 | |||||
Accounts payable | 1,406 | 1,440 | |||||
Accrued expenses and other current liabilities | 223 | 241 | |||||
Current portions of operating lease liabilities | 138 | 133 | |||||
Total current liabilities | 3,947 | 4,004 | |||||
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | 16,754 | 17,167 | |||||
Long-term operating lease liabilities, net of current portion | 5,036 | 5,063 | |||||
Other liabilities | 301 | 356 | |||||
Total VIE liabilities | 26,038 | 26,590 | |||||
Variable Interest Entity, Primary Beneficiary | Other VIEs | |||||||
Current assets: | |||||||
Cash and cash equivalents | 6,529 | 16,780 | |||||
Accounts receivable, net | 4,645 | 1,977 | |||||
Costs and estimated earnings in excess of billings | 14,230 | 13,409 | |||||
Prepaid expenses and other current assets | 3,164 | 3,749 | |||||
Total current assets | 28,568 | 35,915 | |||||
Property and equipment, net | 0 | 267 | |||||
Energy assets, net | 79,394 | 173,808 | |||||
Operating lease assets | 943 | 12,908 | |||||
Restricted cash, non-current portion | 0 | 0 | |||||
Other assets | 537 | 74 | |||||
Total assets | 109,442 | 222,972 | |||||
Current liabilities: | |||||||
Current portions of long-term debt and financing lease liabilities | 0 | 132,427 | |||||
Accounts payable | 13,940 | 6,490 | |||||
Accrued expenses and other current liabilities | 4,908 | 22,780 | |||||
Current portions of operating lease liabilities | 95 | 6,953 | |||||
Total current liabilities | 18,943 | 168,650 | |||||
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs | 0 | 0 | |||||
Long-term operating lease liabilities, net of current portion | 897 | 3,823 | |||||
Other liabilities | 0 | 0 | |||||
Total VIE liabilities | $ 19,840 | $ 172,473 | |||||
[1]Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2024 and December 31, 2023 of $194,752 and $312,701, respectively. Includes liabilities of consolidated VIEs at March 31, 2024 and December 31, 2023 of $45,878 and 199,063, respectively. See Note 13. |
Variable Interest Entities An_4
Variable Interest Entities And Equity Method Investments - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Feb. 09, 2024 USD ($) | Mar. 31, 2024 USD ($) equity_investment joint_venture | Mar. 31, 2023 USD ($) | |
Variable Interest Entity [Line Items] | |||
Join venture for cash | $ 12,956 | $ 0 | |
Number of joint ventures | joint_venture | 1 | ||
Number of equity method investments disposed of | equity_investment | 1 | ||
Gain on sale amount | $ 89 | ||
Corporate Joint Venture | |||
Variable Interest Entity [Line Items] | |||
Equity method investment ownership percentage disposed of | 40% | ||
Join venture for cash | $ 28,864 |
Variable Interest Entities An_5
Variable Interest Entities And Equity Method Investments - Investment in Joint Ventures (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Equity and cost method investments | $ 10,927 | $ 18,709 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net (loss) income attributable to common shareholders | $ (2,937) | $ 1,102 |
Adjustment for accretion of tax equity financing fees | (27) | (27) |
(Loss) income attributable to common shareholders | $ (2,964) | $ 1,075 |
Denominator: | ||
Basic weighted-average shares outstanding (in shares) | 52,289 | 51,963 |
Effect of dilutive securities: | ||
Stock options (in shares) | 0 | 1,298 |
Diluted weighted-average shares outstanding (in shares) | 52,289 | 53,261 |
Net (loss) income per share attributable to common shareholders: | ||
Basic (in usd per share) | $ (0.06) | $ 0.02 |
Diluted (in usd per share) | $ (0.06) | $ 0.02 |
Potentially dilutive shares (in shares) | 2,676 | 1,901 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based compensation expense | $ 3,026 | $ 4,037 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested stock options unrecognized compensation expense | $ | $ 33,866 |
2020 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted in period (in shares) | 524 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average period | 2 years 3 months 18 days |
Stock Options | 2020 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options, contractual period | 10 years |
Stock options, vesting period | 5 years |
Restricted Stock Units (RSUs) | 2020 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards granted in period (in shares) | 93 |
Business Segment Information (D
Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 298,406 | $ 271,042 |
(Gain) loss on derivatives | (2,359) | 163 |
Interest expense, net of interest income | 9,072 | 4,353 |
Depreciation and amortization of intangible assets | 18,378 | 13,852 |
Income before taxes, excluding unallocated corporate activity | 15,965 | 19,897 |
North America Regions | ||
Segment Reporting Information [Line Items] | ||
Revenues | 138,285 | 140,542 |
U.S. Federal | ||
Segment Reporting Information [Line Items] | ||
Revenues | 60,890 | 59,556 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Revenues | 44,122 | 19,096 |
Alternative Fuels | ||
Segment Reporting Information [Line Items] | ||
Revenues | 32,859 | 28,339 |
All Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 22,250 | 23,509 |
Operating Segments | North America Regions | ||
Segment Reporting Information [Line Items] | ||
Revenues | 138,285 | 140,542 |
(Gain) loss on derivatives | (1,256) | (295) |
Interest expense, net of interest income | 1,697 | 1,585 |
Depreciation and amortization of intangible assets | 8,074 | 6,453 |
Income before taxes, excluding unallocated corporate activity | 5,593 | 8,250 |
Operating Segments | U.S. Federal | ||
Segment Reporting Information [Line Items] | ||
Revenues | 60,890 | 59,556 |
(Gain) loss on derivatives | (795) | (62) |
Interest expense, net of interest income | 775 | 298 |
Depreciation and amortization of intangible assets | 2,016 | 1,225 |
Income before taxes, excluding unallocated corporate activity | 7,357 | 5,212 |
Operating Segments | Europe | ||
Segment Reporting Information [Line Items] | ||
Revenues | 44,122 | 19,096 |
(Gain) loss on derivatives | 0 | 0 |
Interest expense, net of interest income | 918 | 121 |
Depreciation and amortization of intangible assets | 496 | 175 |
Income before taxes, excluding unallocated corporate activity | (592) | 123 |
Operating Segments | Alternative Fuels | ||
Segment Reporting Information [Line Items] | ||
Revenues | 32,859 | 28,339 |
(Gain) loss on derivatives | (308) | 520 |
Interest expense, net of interest income | 5,682 | 2,351 |
Depreciation and amortization of intangible assets | 7,196 | 5,868 |
Income before taxes, excluding unallocated corporate activity | 1,176 | 3,515 |
Operating Segments | All Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 22,250 | 23,509 |
(Gain) loss on derivatives | 0 | 0 |
Interest expense, net of interest income | 0 | (2) |
Depreciation and amortization of intangible assets | 596 | 131 |
Income before taxes, excluding unallocated corporate activity | 2,431 | 2,797 |
Unallocated corporate activity | ||
Segment Reporting Information [Line Items] | ||
Unallocated corporate activity | $ (22,143) | $ (18,843) |
Other Expenses, Net (Details)
Other Expenses, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | ||
(Gain) loss on derivatives | $ (2,359) | $ 163 |
Interest expense, net of interest income | 14,235 | 7,193 |
Amortization of debt discount and debt issuance costs | 982 | 790 |
Foreign currency transaction loss (gain) | 1,132 | (157) |
Government incentives | 12 | 54 |
Factoring fees | 169 | 0 |
Other expenses, net | $ 14,171 | $ 8,043 |
Assets Held For Sale - Addition
Assets Held For Sale - Additional Information (Details) - Disposal Group, Held-for-Sale, Not Discontinued Operations - Five Energy Asset Projects $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) energy_asset | Dec. 31, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Energy asset projects held for sale | energy_asset | 5 | |
Assets held for sale | $ 58,748 | $ 38,404 |
Liabilities held for sale | $ 13,097 | $ 8,351 |
Assets Held For Sale - Assets a
Assets Held For Sale - Assets and Liabilities (Details) - Disposal Group, Held-for-Sale, Not Discontinued Operations - Five Energy Asset Projects - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Other assets | $ 56,755 | $ 37,148 |
Operating lease assets | 1,993 | 1,256 |
Assets classified as held for sale | 58,748 | 38,404 |
Accounts payable | 10,083 | 6,019 |
Accrued expenses and other current liabilities | 17 | 14 |
Billings in excess of cost and estimated earnings | 1,015 | 1,088 |
Long-term operating lease liabilities, net of current portion | 1,982 | 1,230 |
Liabilities directly associated with assets classified as held for sale | 13,097 | 8,351 |
North America Regions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Other assets | 19,835 | 18,895 |
Operating lease assets | 1,250 | 1,256 |
Assets classified as held for sale | 21,085 | 20,151 |
Accounts payable | 183 | 5,418 |
Accrued expenses and other current liabilities | 4 | 14 |
Billings in excess of cost and estimated earnings | 0 | 0 |
Long-term operating lease liabilities, net of current portion | 1,252 | 1,230 |
Liabilities directly associated with assets classified as held for sale | 1,439 | 6,662 |
U.S. Federal | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Other assets | 36,920 | 18,253 |
Operating lease assets | 743 | 0 |
Assets classified as held for sale | 37,663 | 18,253 |
Accounts payable | 9,900 | 601 |
Accrued expenses and other current liabilities | 13 | 0 |
Billings in excess of cost and estimated earnings | 1,015 | 1,088 |
Long-term operating lease liabilities, net of current portion | 730 | 0 |
Liabilities directly associated with assets classified as held for sale | $ 11,658 | $ 1,689 |