5. Business Acquisitions

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Business Acquisitions

5. Business Acquisitions

On September 20, 2017, the Group entered into a Framework Share Purchase Agreement with Thermi Taneo Venture Capital Fund (“Thermi”) to expand the Company’s business in Europe and also to settle the Group’s EPC receivable from Thermi. Pursuant to the Framework Share Purchase Agreement, the Group agreed to purchase 100% equity interest in Heliohrisi S.A. (“Heliohrisi”), Heliostixio S.A. (“Heliostixio”) and Thermi Sun S.A. (“Thermi Sun”) from Thermi.

On December 13, 2017, the Group entered into a Share Purchase Agreement (“Heliostixio Purchase Agreement”) with Thermi and purchased 100% equity interest of Heliostixio at a cash price of $2,108 (EUR 1,757). Heliostixio is a Company located in Greece, with a solar photovoltaic project of 1.082 MW peak capacity. Pursuant to Heliostixio Purchase Agreement, the closing date of the acquisition was December 13, 2017, and the Group obtained related control of Heliostixio.

The acquisition has been accounted for under ASC 805 Business Combinations. The Group made estimates and judgments in determining the fair value of acquired assets and liabilities, based on management’s experiences with similar assets and liabilities. The allocation of the purchase price is as follows:

Identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	43
Accounts receivable		183
Property, plant and equipment		2,314
Accounts payable		(918	)
Deferred tax liabilities		(185	)
Other payable		(12	)
Identifiable net assets acquired (a)		1,425
Consideration (b)		2,108
Goodwill (b-a)	$	683

During the period from the acquisition date to December 31, 2017, Heliostixio contributed $nil revenue and $nil earnings to the Group’s consolidated results since Heliostixio had immaterial operations from the acquisition date to December 31, 2017.

Goodwill primarily represents the intangible benefits that would accrue to the Group that do not qualify for separate recognition. The balance of goodwill was $651 and $683 as of December 31, 2018 and 2017, respectively.

Pro forma financial information is not presented for the acquisition of Heliostixio as its revenue and earnings were not material to the consolidated statements of operations.