Offering Costs
The Company incurred $22,926,943 in offering costs in connection with the Initial Public Offering. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. The Company complies with the requirements of ASC 340, “Other Assets and Deferred Costs” (ASC 340), and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” These offering costs were allocated between the Redeemable Warrant liability ($997,322) and Class A common stock subject to redemption ($21,929,621) in proportion to the proceeds of the Initial Public Offering.
Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with the “Accounting for Income Taxes” Topic of the FASB ASC (Topic 740). Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Net Income per Share of Common Stock
The Company has two classes of common stock, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. Net income per share of common stock is computed by dividing pro rata net income by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method.
The Company has not consideredexcluding the effect of acquisitions section of the Redeemable Warrants and Private Placement Warrants to purchase an aggregate of 17,429,167 Class A common stockcondensed consolidated cash flows. This change had no impact on cash provided by operating activities in the calculationconsolidated statement of diluted incomecash flows.
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share
since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants are out of the money and hence would not result in the issuance of incremental shares of common stock under the treasury stock method. As a result, diluted income per share of common stock is the same as basic income per share of common stock for the period. No warrants were exercised during the three months ended March 31, 2021. | | | | | | | | |
| | | Class A
common stock | | | Class B
common stock | |
Basic and diluted net income per share: | | | | | | | | |
Numerator: | | | | | | | | |
Allocation of net loss including accretion of temporary equity | | $ | 8,094,768 | | | $ | 404,738 | |
| | | | | | | | |
Denominator: | | | | | | | | |
Weighted-average shares outstanding | | | 40,250,000 | | | | 2,012,500 | |
| | | | | | | | |
Basic and diluted net loss per share | | $ | 0.20 | | | $ | 0.20 | |
| | | | | | | | |
Stock-Based Compensation
Stock-based compensation expense associated with the Company’s equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using Monte Carlo simulations. Forfeitures are recognized as incurred.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atin the date of thecondensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.accompanying notes. Actual results could differ materially from those estimates. Refer to “Note 7—Redeemable Warrant Liability”
In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“AROs”), contingent consideration, derivative instruments, and Class B common stock, par value $0.0001 per share ("Alignment Shares").
Segment Information
Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Redeemable Warrant liability. Referchief operating decision makers are the co-chief executive officers. Based on the financial information presented to “Note 8—Stock-Based Compensation”and reviewed by the chief operating decision makers in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined it operates as a single operating segment and has one reportable segment, which includes revenue under power purchase agreements, revenue from net metering credit agreements, solar renewable energy credit revenue, rental income, performance based incentives and other revenue. The Company’s principal operations, revenue and decision-making functions are located in the United States.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents includes all cash balances on deposit with financial institutions and readily marketable securities with original maturity dates of three months or less at the time of acquisition and are denominated in U.S. dollars. Pursuant to the budgeting process, the Company maintains certain cash and cash equivalents on hand for possible equipment replacement related costs.
The Company records cash that is restricted as to withdrawal or use under the terms of certain contractual agreements as restricted cash. Restricted cash is included in current portion of restricted cash and restricted cash, noncurrent portion on the condensed consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following:
| | | | | | | | | | | |
| | As of June 30, 2023 | | As of December 31, 2022 |
| Cash and cash equivalents | $ | 69,114 | | | $ | 193,016 | |
| Current portion of restricted cash | 3,700 | | | 2,404 | |
| Restricted cash, noncurrent portion | 11,321 | | | 3,978 | |
| Total | $ | 84,135 | | | $ | 199,398 | |
Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts which, at times, may exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances.
The Company had one customer that individually accounted for over 10% (i.e., 22.6%) of total accounts receivable as of June 30, 2023, one customer that individually accounted over 10% (i.e. 14.4%,) of total revenue for the
valuationthree months ended June 30, 2023, and one customer that individually accounted for over 10% (i.e., 14.7%) of
our stock-based compensation.total revenue six months ended June 30, 2023.
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
The Company had one customer that individually accounted for over 10% (i.e., 28.0%) of total accounts receivable as of December 31, 2022, and no customers that individually accounted for 10% of total revenue for the three and six months ended June 30, 2022.
Accounting Pronouncements
As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.
Recent Accounting Pronouncements
Adopted
In December 2019,June 2016, the Financial Accounting Standards Board (FASB)("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and has since released various amendments including ASU 2019-12, “Income Taxes (ASC 740): SimplifyingNo. 2019-04. The new standard generally applies to financial assets and requires those assets to be reported at the Accounting for Income Taxes.” This ASU removes specific exceptionsamount expected to the general principles in ASC 740 and improves and simplifies financial statement preparers’ application of income tax-related guidance. Thisbe realized. The ASU is effective for fiscal years beginning after December 15, 2020,2022, and interim periods within those years, with early adoption permitted.fiscal years. The Company has adopted ASU 2019-12 in the first quarterthis standard as of 2021January 1, 2023 and the adoption did not have a material impact on the Company’scondensed consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification ("ASC") 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, and was adopted by the Company on January 1, 2023. The Company applied the provisions of ASU 2021-08 to account for the True Green II Acquisition (defined in Note 5, "Acquisitions"), and recognized $3.5 million of contract liability assumed through the business combination.
3.Revenue and Accounts Receivable
Disaggregation of Revenue
The following table presents the detail of revenues as recorded in the unaudited condensed consolidated statements of operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Power sales under PPAs | $ | 16,641 | | | $ | 6,730 | | | $ | 25,627 | | | $ | 10,912 | |
| Power sales under NMCAs | 13,297 | | | 7,822 | | | 20,133 | | | 11,722 | |
| Power sales on wholesale markets | 568 | | | 1,155 | | | 924 | | | 1,738 | |
| Total revenue from power sales | 30,506 | | | 15,707 | | | 46,684 | | | 24,372 | |
| Solar renewable energy credit revenue | 13,526 | | | 7,975 | | | 23,593 | | | 17,506 | |
| Rental income | 986 | | | 785 | | | 1,612 | | | 1,429 | |
| Performance based incentives | 464 | | | 295 | | | 2,562 | | | 654 | |
| Revenue recognized on contract liabilities | 1,031 | | | — | | | 1,440 | | | — | |
| Total | $ | 46,513 | | | $ | 24,762 | | | $ | 75,891 | | | $ | 43,961 | |
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
Accounts receivable
The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets:
| | | | | | | | | | | |
| | As of June 30, 2023 | | As of December 31, 2022 |
| Power sales under PPAs | $ | 7,467 | | | $ | 4,092 | |
| Power sales under NMCAs | 9,371 | | | 3,183 | |
| Power sales on wholesale markets | 134 | | | 223 | |
| Total power sales | 16,972 | | | 7,498 | |
| Solar renewable energy credits | 8,980 | | | 5,387 | |
| Rental income | 750 | | | 429 | |
| Performance based incentives | 339 | | | 129 | |
| Total | $ | 27,041 | | | $ | 13,443 | |
Payment is typically received within 30 days for invoiced revenue as part of power purchase agreements (“PPAs”) and net metering credit agreements (“NMCAs”). Receipt of payment relative to invoice date varies by customer for renewable energy credits ("SRECs"). As of both June 30, 2023, and December 31, 2022, the Company determined that the allowance for uncollectible accounts is $0.4 million.
The Company recognizes contract liabilities related
disclosures.Managementto long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037. As of June 30, 2023, the Company had current and non-current contract liabilities of $3.8 million and $6.5 million, respectively. As of December 31, 2022, the Company had current and non-current contract liabilities of $2.6 million and $5.4 million, respectively. The Company does not believehave any other significant contract asset or liability balances related to revenues.
4.Variable Interest Entities
The Company consolidates all variable interest entities (“VIEs”) in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a VIE is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is required to consolidate the VIE and to disclose certain information about its significant variable interests in the VIE. The primary beneficiary of a VIE is the entity that has both 1) the power to direct the activities that most significantly impact the entity’s economic performance and 2) the obligations to absorb losses or receive benefits that could potentially be significant to the VIE.
The Company participates in certain partnership arrangements that qualify as VIEs. Consolidated VIEs consist primarily of tax equity financing arrangements and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights. The Company, through its subsidiaries, is the primary beneficiary of such VIEs, because as the manager, it has the power to direct the day-to-day operating activities of the entity. In addition, the Company is exposed to economics that could potentially be significant to the entity given its ownership interest, therefore, has consolidated the VIEs as of June 30, 2023, and December 31, 2022. No VIEs were deconsolidated during the six months ended June 30, 2023 and 2022.
The obligations of the consolidated VIEs discussed in the following paragraphs are nonrecourse to the Company. In certain instances where the Company establishes a new tax equity structure, the Company is required to provide liquidity in accordance with the contractual agreements. The Company has no requirement to provide liquidity to purchase assets or guarantee performance of the VIEs unless further noted in the following paragraphs. The Company made certain contributions during the six months ended June 30, 2023 and 2022, as determined in the respective operating agreement.
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
The carrying amounts and classification of the consolidated VIE assets and liabilities included in condensed consolidated balance sheets are as follows:
| | | | | | | | | | | |
| | As of June 30, 2023 | | As of December 31, 2022 |
| Current assets | $ | 25,748 | | | $ | 16,434 | |
| Non-current assets | 759,612 | | | 445,583 | |
| Total assets | $ | 785,360 | | | $ | 462,017 | |
| Current liabilities | $ | 7,900 | | | $ | 5,731 | |
| Non-current liabilities | 117,811 | | | 73,438 | |
| Total liabilities | $ | 125,711 | | | $ | 79,169 | |
The amounts shown in the table above exclude intercompany balances which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations, and all of the liabilities in the table above can only be settled using VIE resources.
The Company has not identified any recently issued, butVIEs during the six months ended June 30, 2023 and 2022, for which the Company determined that it is not yet effective, accounting pronouncements, if currently adopted, would havethe primary beneficiary and thus did not consolidate.
The Company considered qualitative and quantitative factors in determining which VIEs are deemed significant. During each of the six months ended June 30, 2023 and the year ended December 31, 2022, the Company consolidated thirty-three and twenty-six VIEs, respectively. No VIEs were deemed significant as of June 30, 2023 and December 31, 2022.
On January 11, 2023, the Company completed an acquisition through obtaining a material effectcontrolling financial interest in a VIE which owns and operates a single 2.7 MW solar generating facility. The Company acquired a controlling financial interest by entering into an asset management agreement which provides the Company with the power to direct the operating activities of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. Concurrent with the asset management agreement, the Company entered into a Membership Interest Purchase Agreement ("MIPA") to acquire all of the outstanding equity interests in the VIE on May 30, 2023 (the "Closing Date"). The entire purchase price of $3.8 million was paid on January 11, 2023. As a result of this acquisition, the Company’s financial statements.NOTE 3—INITIAL PUBLIC OFFERING
Company recognized property, plant and equipment of $3.9 million, $0.7 million of operating lease asset, $0.7 million of operating lease liability, and asset retirement obligations of $0.1 million in the unaudited condensed consolidated balance sheet. Pursuant to the Initial Public Offering,MIPA, the Company sold 40,250,000 SAILSM securities (including the full exerciseacquired all of the underwriter’s over-allotment option) atoutstanding equity interests in the entity on May 30, 2023.
As discussed in Note 5, on February 15, 2023 the Company completed the True Green II Acquisition through its purchase of all outstanding membership interests in APAF III Operating, LLC from True Green Capital Fund III, L.P. Through the True Green II Acquisition, the Company acquired eleven VIEs that consist primarily of tax equity financing arrangements and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights. The Company, through its subsidiaries, is the primary beneficiary of these VIEs because as the manager, it has the power to direct the day-to-day operating activities of the entity, and is exposed to economics that could potentially be significant to the entities through its ownership interests. As of June 30, 2023 the VIEs acquired through the True Green II Acquisition comprised of $9.4 million of current assets, $328.8 million of non-current assets, $4.0 million of current liabilities, and $45.3 million of non-current liabilities.
5.Acquisitions
2023 Acquisitions
Asset Acquisitions
During 2023, the Company acquired solar energy facilities located in Rhode Island and California with a total nameplate capacity of 8.5 MW from third parties for a total purchase price of $10.00$11.4 million. As of June 30, 2023, $0.3 million of total consideration remained payable to sellers and was included as purchase price payable on the condensed consolidated balance sheet. The acquisitions were accounted for as acquisitions of assets, whereby the Company acquired $12.2 million of property,
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per SAILSM security. Each SAILSM share data, unless otherwise noted)
plant and equipment and $1.4 million of operating lease assets, and assumed $1.4 million of operating lease liabilities, $0.4 million of intangible liabilities, and $0.2 million of asset retirement obligations.
Acquisitions of VIEs
During 2023, the Company acquired solar energy facilities located in Massachusetts and Maine with a total nameplate capacity of 4.1 MW from third parties for a total purchase price of $8.7 million. As of June 30, 2023, $0.2 million of total consideration remained payable to sellers and was included as purchase price payable on the condensed consolidated balance sheet. The acquisitions were accounted for as acquisitions of variable interest entities that do not constitute a business (refer to Note 4, "Variable Interest Entities"). The Company acquired $8.8 million of property, plant and equipment and $1.0 million of operating lease assets, and assumed $1.0 million of operating lease liabilities and $0.1 million of asset retirement obligations.
True Green II Acquisition
On February 15, 2023, APA Finance III, LLC ("APAF III"), a wholly-owned subsidiary of the Company, acquired a 220 MW portfolio of 55 operating and 3 in development solar energy facilities located across eight US states (the “True Green II Acquisition”). The portfolio was acquired from True Green Capital Fund III, L.P. (“True Green”) for total consideration of approximately $299.9 million. The purchase price and associated transaction costs were funded by the proceeds from the APAF III Term Loan (as defined in Note 6, "Debt") and cash on hand. The True Green II Acquisition was made pursuant to the purchase and sale agreement (the "PSA") dated December 23, 2022, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in APAF III Operating, LLC, a holding entity that owns the acquired solar energy facilities.
The Company accounted for the True Green II Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on February 15, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.
The assets acquired and liabilities assumed are recognized provisionally on the condensed consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired tangible and intangible assets. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than February 15, 2024.
Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional accounting recognized. These adjustments consist of an increase in Property, plant, and equipment of $0.8 million, a decrease in Operating lease asset of $0.7 million, an increase in Other assets of $0.8 million, a decrease in Long-term debt of $0.2 million, a decrease in Operating lease liability of $1.9 million, an increase in Other liabilities of $1.9 million, and an increase in Non-controlling interests of $0.2 million due to the clarification of information utilized to determine fair value during the measurement period. Additionally, the Company recorded a measurement period adjustment of $0.7 million to increase the fair value of consideration transferred, $0.4 million to decrease Accounts receivable, and $0.1 million to increase Property, plant, and equipment as a result of reconciling working capital adjustments with the seller. The following table presents the updated preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on February 15, 2023 and inclusive of the measurement period adjustments discussed above:
| | | | | | | | | | | | | | | | | |
| Provisional accounting as of February 15, 2023 | | Measurement period adjustments | | Adjusted provisional accounting as of February 15, 2023 |
| Assets | | | | | |
| Accounts receivable | $ | 4,358 | | | $ | (357) | | | $ | 4,001 | |
| Property, plant and equipment | 334,958 | | | 914 | | | 335,872 | |
| Intangible assets | 850 | | | — | | | 850 | |
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
| | | | | | | | | | | | | | | | | |
| Operating lease asset | 32,053 | | | (742) | | | 31,311 | |
| Other assets | 1,739 | | | 835 | | | 2,574 | |
| Total assets acquired | 373,958 | | | 650 | | | 374,608 | |
| | | | | |
| Liabilities | | | | | |
Long-term debt(1) | 8,100 | | | (217) | | | 7,883 | |
| Intangible liabilities | 4,100 | | | — | | | 4,100 | |
| Asset retirement obligation | 3,795 | | | — | | | 3,795 | |
| Operating lease liability | 37,723 | | | (1,932) | | | 35,791 | |
Contract liability(2) | 3,534 | | | — | | | 3,534 | |
| Other liabilities | — | | | 1,932 | | | 1,932 | |
| Total liabilities assumed | 57,252 | | | (217) | | | 57,035 | |
| Redeemable non-controlling interests | 8,100 | | | — | | | 8,100 | |
| Non-controlling interests | 13,296 | | | 204 | | | 13,500 | |
| Total fair value of consideration transferred, net of cash acquired | $ | 295,310 | | | $ | 663 | | | $ | 295,973 | |
The fair value of consideration transferred, net of cash acquired, as of February 15, 2023, is determined as follows:
| | | | | | | | | | | | | | | | | |
| Provisional accounting as of February 15, 2023 | | Measurement period adjustments | | Adjusted provisional accounting as of February 15, 2023 |
| Cash consideration paid to True Green on closing | $ | 212,850 | | | $ | — | | | $ | 212,850 | |
| Cash consideration paid to settle debt and interest rate swaps on behalf of True Green | 76,046 | | | — | | | 76,046 | |
Cash consideration in escrow accounts(3) | 3,898 | | | — | | | 3,898 | |
Purchase price payable(4) | 7,069 | | | 663 | | | 7,732 | |
| Total fair value of consideration transferred | 299,863 | | | 663 | | | 300,526 | |
| Restricted cash acquired | 4,553 | | | — | | | 4,553 | |
| Total fair value of consideration transferred, net of cash acquired | $ | 295,310 | | | $ | 663 | | | 295,973 | |
(1) Acquired long-term debt relates to financing obligations recognized in failed sale leaseback transactions. Refer to Note 6, "Debt" for further information.
(2) Acquired contract liabilities relate to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through 2036.
(3) Represents the portion of the consideration transferred that is held in escrow accounts as security for general indemnification claims.
(4) Purchase price payable represents the portion of the total hold back amount that was earned by True Green as of February 15, 2023, based on the completion of construction milestones related to assets in development.
The Company incurred approximately $2.3 million of acquisition related costs related to the True Green III Acquisition, which are recorded as part of Acquisition and entity formation costs in the condensed consolidated statement of operations for the six months ended June 30, 2023. Acquisition related costs include legal, consulting, and other transaction-related costs, as well as
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
$0.8 million of costs to acquire SRECs available for sale that were sold by the Company to its customers during the three months ended June 30, 2023, which was recorded in Other current assets in the preliminary purchase price allocation.
The impact of the True Green III Acquisition on the Company's revenue and net income in the condensed consolidated statement of operations was an increase of $13.8 million and $7.9 million, respectively, for the six months ended June 30, 2023.
Intangibles at Acquisition Date
The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and RECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date:
| | | | | | | | | | | |
| Fair Value
(thousands) | | Weighted Average Amortization Period |
| Favorable rate revenue contracts – PPA | 800 | | | 19 years |
| Favorable rate revenue contracts – REC | 50 | | | 16 years |
| Unfavorable rate revenue contracts – PPA | (800) | | | 17 years |
| Unfavorable rate revenue contracts – REC | (3,300) | | | 3 years |
Unaudited Pro Forma Combined Results of Operations
The following unaudited pro forma combined results of operations give effect to the True Green II Acquisition as if it had occurred on January 1, 2022. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the True Green II Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies.
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, 2023 (unaudited) | | For the three months ended June 30, 2022 (unaudited) | | For the six months ended June 30, 2023 (unaudited) | | For the six months ended June 30, 2022 (unaudited) |
| Operating revenues | $ | 46,513 | | | $ | 35,035 | | | $ | 79,361 | | | $ | 64,508 | |
| Net income | 3,370 | | | 25,463 | | | 8,911 | | | 88,030 | |
2022 Acquisitions
Acquisition of DESRI II & DESRI V
On November 11, 2022, APA Finance II, LLC, a wholly-owned subsidiary of the Company, acquired a 88 MW portfolio of nineteen solar energy facilities operating across eight US states. The portfolio was acquired from D.E. Shaw Renewables Investments L.L.C. ("DESRI") for total consideration of $100.8 million ("DESRI Acquisition"). The DESRI Acquisition was made pursuant to membership interest purchase agreements (the "MIPAs") dated September 26, 2022, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the MIPAs, the Company acquired 100% ownership interest in holding entities that own the acquired solar energy facilities. The Company accounted for the DESRI Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on November 11, 2022, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates.
The assets acquired and liabilities assumed are recognized provisionally on the consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in process of obtaining additional information for the valuation of acquired tangible and intangible assets. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than November 11, 2023.
The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on November 11, 2022 (in thousands):
| | | | | |
| Assets | |
| Accounts receivable | $ | 2,001 |
| Derivative assets | 2,462 |
| Other assets | 432 |
| Property, plant and equipment | 179,500 |
| Operating lease asset | 17,831 |
| Intangible assets | 29,479 |
| Total assets acquired | 231,705 |
| |
| Liabilities | |
| Accounts payable | 275 |
| Accrued liabilities | 746 |
| Long-term debt | 105,346 |
| Intangible liabilities | 771 |
| Operating lease liability | 20,961 |
Contract Liability(1) | 7,200 |
| Asset retirement obligation | 1,508 |
| Total liabilities assumed | 136,807 |
| Non-controlling interests | 184 |
| Total fair value of consideration transferred, net of cash acquired | $ | 94,714 |
The fair value of consideration transferred, net of cash acquired, as of November 11, 2022, is determined as follows:
| | | | | |
| Cash consideration to the seller on closing | $ | 82,235 | |
Fair value of purchase price payable(2) | 19,017 | |
| Post-closing purchase price true-up | (469) | |
| Total fair value of consideration transferred | 100,783 | |
| Cash acquired | 1,220 | |
| Restricted cash acquired | 4,849 | |
| Total fair value of consideration transferred, net of cash acquired | $ | 94,714 | |
(1) Acquired contract liabilities related to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through December 31, 2028.
(2) Purchase price outstanding as of December 31, 2022 is payable in three installments in two, twelve and eighteen months following the acquisition date, subject to the accuracy of general representations and warranty provisions included in MIPAs. During the three months ended June 30, 2023, the Company paid DESRI $5.0 million of the outstanding purchase price payable net of $0.5 million working capital adjustment.
Intangibles at Acquisition Date
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date:
| | | | | | | | | | | |
| Fair Value
(thousands) | | Weighted Average Amortization Period |
| Favorable rate revenue contracts – PPA | $ | 29,479 | | | 8 years |
| Unfavorable rate revenue contracts – PPA | (771) | | | 12 years |
6. Debt
| | | | | | | | | | | | | | | | | | | | | | | |
| | As of June 30, 2023 | | As of December 31, 2022 | | Interest
Type | | Weighted
average
interest rate |
| Long-term debt | | | | | | | |
| APAF Term Loan | $ | 480,894 | | | $ | 487,179 | | | Fixed | | 3.51 | % |
| APAF II Term Loan | 118,752 | | | 125,668 | | | Floating* | | SOFR + 1.475% |
| APAF III Term Loan | 238,794 | | | — | | | Fixed | | 5.62 | % |
| APAG Revolver | 40,000 | | | — | | | Floating | | SOFR + 2.60% |
| Other term loans | 12,595 | | | 28,483 | | | Fixed | | 3.04 | % |
| Financing obligations recognized in failed sale leaseback transactions | 43,811 | | | 36,724 | | | Imputed | | 3.98 | % |
| Total principal due for long-term debt | 934,846 | | | 678,054 | | | | | |
| Unamortized discounts and premiums | (9,507) | | | (2,088) | | | | | |
| Unamortized deferred financing costs | (14,803) | | | (11,404) | | | | | |
| Less: Current portion of long-term debt | 32,071 | | | 29,959 | | | | | |
| Long-term debt, less current portion | $ | 878,465 | | | $ | 634,603 | | | | | |
* Interest rate is effectively fixed by interest rate swap, see discussion below.
APAF Term Loan
On August 25, 2021, APA Finance, LLC (“APAF”), a wholly owned subsidiary of the Company, entered into a $503.0 million term loan facility with Blackstone Insurance Solutions ("BIS") through a consortium of lenders, which consists of one share ofinvestment grade-rated Class A common stock and one-fourthClass B notes (the “APAF Term Loan”). The APAF Term Loan has a weighted average 3.51% annual fixed rate and matures on February 29, 2056 (“Final Maturity Date”).
The APAF Term Loan amortizes at an initial rate of one Redeemable Warrant (or 10,062,500 Redeemable Warrants2.5% of outstanding principal per annum for a period of 8 years at which point the amortization steps up to 4% per annum until September 30, 2031 (“Anticipated Repayment Date”). After the Anticipated Repayment Date, the loan becomes fully-amortizing, and all available cash is used to pay down principal until the Final Maturity Date. The APAF Term Loan is secured by membership interests in the aggregate)Company's subsidiaries.
As of June 30, 2023, the outstanding principal balance of the APAF Term Loan was $480.9 million less unamortized debt discount and loan issuance costs totaling $7.1 million. As of December 31, 2022, the outstanding principal balance of the APAF Term Loan was $487.2 million less unamortized debt discount and loan issuance costs totaling $7.6 million.
As of June 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the APAF Term Loan.
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
APAF II Term Loan
On December 23, 2022, APA Finance II, LLC (“APAF II”), a wholly owned subsidiary of the Company, entered into a $125.7 million term loan facility (the “APAF II Term Loan”) with KeyBank National Association ("KeyBank") and The Huntington Bank ("Huntington") as lenders. The proceeds of the APAF II Term Loan were used to repay the outstanding amounts under certain project-level loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on SOFR plus a spread of 1.475%. UnderSimultaneously with entering into the APAF II Term Loan, the Company entered into interest rate swaps for 100% of the amount of debt outstanding, which effectively fixed the interest rate at 4.885% (see Note 7, "Fair Value Measurements," for further details).
As of June 30, 2023, the outstanding principal balance of the APAF II Term Loan was $118.8 million, less unamortized debt issuance costs of $2.4 million. As of December 31, 2022, the outstanding principal balance of the APAF II Term Loan was $125.7 million, less unamortized debt issuance costs of $2.7 million. As of June 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the APAF II Term Loan.
APAF III Term Loan
On February 15, 2023, the Company, through its subsidiaries, APA Finance III Borrower, LLC (the “Borrower”), and APA Finance III Borrower Holdings, LLC (“Holdings”) entered into a new long-term funding facility under the terms of a Credit Agreement, among the warrant agreement,Borrower, Holdings, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “APAF III Term Loan”).
This funding facility provides for a term loan of $204.0 million at a fixed rate of 5.62%. The term loan has agreedan anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the Borrower has the right to use its commercially reasonable effortsincrease the funding facility to file a registration statement undermake additional draws for certain solar generating facilities, as set forth in the Securities Act followingCredit Agreement. On February 15, 2023, the Company borrowed $193.0 million from this facility to fund the True Green II Acquisition and the associated costs and expenses, and expects to borrow the remaining $11.0 million upon the completion of the Business Combination covering the shares of common stock issuable upon exercisecertain development assets of the Redeemable Warrants. Each whole Redeemable Warrant entitlesTrue Green II Acquisition when they are placed in service. The principal balance borrowed under the holderAPAF III Term Loan was offset by $4.0 million of debt issuance costs and $6.3 million of issuance discount, which have been deferred and are recognized as interest expense through June 30, 2033.
On June 15, 2023, the Company amended the APAF III Term Loan to purchase oneadd an additional $47.0 million of borrowings, the proceeds of which were used to repay outstanding term loans under the Construction to Term Loan Facility, and to provide long-term financing for new solar projects. The principal balance borrowed under the amendment was offset by $0.3 million of issuance costs and $1.5 million of issuance discount, which have been deferred and are recognized as interest expense through June 30, 2033. Additionally, in conjunction with the amendment of the facility, the Company expensed $0.6 million of financing costs, which are included in Other expense, net in the condensed consolidated statements of operations.
As of June 30, 2023, the outstanding principal balance of the APAF III Term Loan was $238.8 million, less unamortized debt issuance costs and discount of $11.9 million. As of June 30, 2023, the Company was in compliance with all covenants under the APAF III Term Loan.
APAG Revolver
On December 19, 2022, APA Generation, LLC (“APAG”), a wholly owned subsidiary of the Company, entered into revolving credit facility with Citibank, N.A. with a total committed capacity of $200.0 million (the "APAG Revolver"). Outstanding amounts under the APAG Revolver have a variable interest rate based on a base rate and an applicable margin. The APAG Revolver matures on December 19, 2027. As of June 30, 2023, and December 31, 2022, outstanding under the APAG Revolver were $40.0 million and zero, respectively. As of June 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the APAG Revolver.
Other Term Loans - Construction to Term Loan Facility
On January 10, 2020, APA Construction Finance, LLC (“APACF”) a wholly-owned subsidiary of the Company, entered into a credit agreement with Fifth Third Bank, National Association and Deutsche Bank AG New York Branch to fund the
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
development and construction of Class A common stockfuture solar facilities (“Construction Loan to Term Loan Facility”). The Construction Loan to Term Loan Facility included a construction loan commitment of $187.5 million, which expired on January 10, 2023.
The construction loan commitment can convert to a term loan upon commercial operation of a particular solar energy facility. In addition, the Construction Loan to Term Loan Facility accrued a commitment fee at a pricerate equal to 0.50% per year of $11.00the daily unused amount of the commitment. On June 15, 2023, the Company repaid all outstanding term loans of $15.8 million and terminated the facility. In conjunction with the repayment, the Company incurred a loss on extinguishment of debt of $0.1 million.
As of December 31, 2022, the outstanding principal balances of the construction loan and term loan were zero and $15.9 million, respectively, and the Company had an unused borrowing capacity of $171.6 million. Outstanding amounts under the Construction to Term Loan Facility were secured by a first priority security interest in all of the property owned by APACF and each of its project companies. The Construction Loan to Term Loan Facility included various financial and other covenants for APACF and the Company, as guarantor. As of December 31, 2022, the Company was in compliance with all covenants under the Construction to Term Loan Facility.
Other Term Loans - Project-Level Term Loan
In conjunction with an acquisition of assets on August 29, 2022, the Company assumed a project-level term loan with an outstanding principal balance of $14.1 million and a fair value discount of $2.2 million. The term loan is subject to scheduled semi-annual amortization and interest payments, and matures on September 1, 2029.
As of June 30, 2023, the outstanding principal balance of the term loan is $12.6 million, less unamortized debt discount of $1.9 million. As of December 31, 2022, the outstanding principal balance of the term loan is $12.6 million, less unamortized debt discount of $2.2 million.
The term loan is secured by an interest in the underlying solar project assets and the revenues generated by those assets. As of June 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the Project-Level Term Loan.
Letter of Credit Facilities and Surety Bond Arrangements
The Company enters into letters of credit and surety bond arrangements with lenders, local municipalities, government agencies, and land lessors. These arrangements relate to certain performance-related obligations and serve as security under the applicable agreements. The table below shows the total letters of credit outstanding and unused capacities under our letter of credit facilities as of June 30, 2023, and December 31, 2022 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2023 | | As of December 31, 2022 |
| Letters of Credit Outstanding | | Unused Capacity | | Letters of Credit Outstanding | | Unused Capacity |
| Deutsche Bank | $ | — | | | $ | — | | | $ | 0.7 | | | $ | 11.8 | |
| Fifth Third Bank | 12.1 | | | — | | | 12.1 | | | — | |
| CIT Bank, N.A. | 0.3 | | | — | | | 0.6 | | | — | |
| KeyBank and Huntington | 15.6 | | | — | | | — | | | 15.6 | |
| Citibank, N.A. | 6.8 | | | 68.2 | | | — | | | 75.0 | |
| Total | $ | 34.8 | | | $ | 68.2 | | | $ | 13.4 | | | $ | 102.4 | |
Additionally, as of June 30, 2023, and December 31, 2022, the Company had outstanding surety bonds of $4.4 million and $2.0 million, respectively.
To the extent liabilities are incurred as a result of the activities covered by the letters of credit or surety bonds, such liabilities are included on the accompanying condensed consolidated balance sheets. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company’s borrowing facility capacity.
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
Financing Obligations Recognized in Failed Sale Leaseback Transactions
From time to time, the Company sells equipment to third parties and enters into master lease agreements to lease the equipment back for an agreed-upon term. The Company has assessed these arrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with ASC 842. Therefore, the Company accounts for these transactions using the financing method by recognizing the consideration received as a financing obligation, with the assets subject to adjustment as provided herein. The warrants will become exercisablethe transaction remaining on the later of 30 days after the completionbalance sheet of the Business Combination or 12Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as long-term debt within the condensed consolidated balance sheets.
As of June 30, 2023, the Company's recorded financing obligations were $42.8 million, net of $1.0 million of deferred transaction costs. As of December 31, 2022, the Company's recorded financing obligations were $35.6 million, net of $1.1 million of deferred transaction costs. Payments $0.8 million and $0.6 million were made under financing obligations for the three months ended June 30, 2023, and 2022, respectively. Payments of $1.0 million and $0.8 million were made under financing obligations for the six months ended June 30, 2023 and 2022, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the three months ended June 30, 2023 and 2022, was $0.4 million and $0.4 million, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the six months ended June 30, 2023 and 2022, was $0.8 million and $0.7 million, respectively.
During the six months ended June 30, 2023, the Company paid $0.5 million to extinguish financing obligations of $0.6 million, resulting in a gain on extinguishment of debt of $0.1 million. During the three months ended June 30, 2023, the Company extinguished no financing obligations.
The table below shows the payments required under the failed sale-leaseback financing obligations for the years ended:
| | | | | |
| 2023 | $ | 2,037 | |
| 2024 | 3,021 | |
| 2025 | 3,023 | |
| 2026 | 2,995 | |
| 2027 | 2,986 | |
| Thereafter | 17,111 | |
| Total | $ | 31,173 | |
The difference between the outstanding sale-leaseback financing obligation of $43.8 million and $31.2 million of contractual payments due, including residual value guarantees, is due to $13.2 million of investment tax credits claimed by the respective counterparties, less $2.6 million of the implied interest on financing obligation included in minimum lease payments. The remaining difference is due to $2.5 million of interest accrued and a $0.5 million difference between the required contractual payments and the fair value of financing obligations acquired.
7.Fair Value Measurements
The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received from the closingsale of an asset or paid to transfer a liability (i.e., an exit price) on the Initial Public Offering and will expire five years aftermeasurement date in an orderly transaction between market participants in the completionprincipal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market.
•Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.
•Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs are observable in active markets are Level 2 valuation techniques.
•Level 3 - Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of the Business Combinationassumptions that market participants would use to price an asset or earlier upon redemption or liquidation. Only whole warrants may be exercised and no fractional warrants will be issued upon separationliability.
Table of the SAILSM securities and only whole warrants will trade. Contents
Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
The Company grantedholds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt, the underwritercarrying amounts approximate fair value due to the short maturity of these instruments.
The following table provides the financial instruments measured at fair value on a
45-day option to purchase up to an additional 5,250,000 SAILSM securities to cover over-allotments, which was exercised in full by the underwriter on December 11, 2020.recurring basis:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2023 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| Assets | | | | | | | |
| Derivative assets: | | | | | | | |
| Interest rate swaps | $ | — | | | $ | 1,840 | | | $ | — | | | $ | 1,840 | |
| Forward starting interest rate swap | — | | | 3,294 | | | — | | | 3,294 | |
| Total assets at fair value | — | | | 5,134 | | | — | | | 5,134 | |
| | | | | | | |
| Liabilities | | | | | | | |
| Alignment Shares liability | — | | | — | | | 46,311 | | | 46,311 | |
| Other long-term liabilities: | | | | | | | |
| Contingent consideration liability | — | | | — | | | 2,975 | | | 2,975 | |
| Total liabilities at fair value | — | | | — | | | 49,286 | | | 49,286 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| Assets | | | | | | | |
| Cash equivalents: | | | | | | | |
| Money market fund | $ | 101,842 | | | $ | — | | | $ | — | | | $ | 101,842 | |
| Derivative assets: | | | | | | | |
| Interest rate swaps | — | | | 3,953 | | | — | | | 3,953 | |
| Total assets at fair value | 101,842 | | | 3,953 | | | — | | | 105,795 | |
| | | | | | | |
| Liabilities | | | | | | | |
| Alignment Shares liability | — | | | — | | | 66,145 | | | 66,145 | |
| Other long-term liabilities: | | | | | | | |
| Contingent consideration liability | — | | | — | | | 2,875 | | | 2,875 | |
| Total liabilities at fair value | — | | | — | | | 69,020 | | | 69,020 | |
Alignment Shares
Liability
As of March 31, 2021,June 30, 2023, the Company had 1,006,250 Alignment Shares outstanding, all of which are held by CBRE Acquisition Sponsor, LLC (the "Sponsor"), certain former officers of CBAH (such officers, together with the Sponsor, the “Sponsor Parties”) and the Company’s directors and officers hold 2,012,500 Alignment Shares.former CBAH directors. The Alignment Shares are designated as shares of Class B common stock and were reclassified in connection with the Initial Public Offering by the Company’s second amended and restated certificate of incorporation, filed on December 10, 2020. As discussed further in Note 4, the Sponsor purchased the shares of Class B common stock for an aggregate purchase price of $25,000 or approximately $0.01 per share. The purchase price of the Alignment Shares was determined by dividing the amount contributed to the Company by the number of Alignment Shares issued. In connection with the Initial Public Offering, the Sponsor sold an aggregate of 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company. The Alignment Shares are entitled to 20% of the voting power of the Company’s common stock prior to the completion of the Company’s Business Combination.The Alignment Shares are designated as shares of Class B common stock and are different from thewill automatically convert into shares of Class A common stock includedbased upon the Total Return (as defined in Exhibit 4.4 to our 2022 Annual Report on Form 10-K) on the SAILSM securities in several important ways, including that:
Only holdersClass A common stock as of the Alignment Shares have the right to vote on the election of directors prior to the Business Combination;
The Alignment Shares are subject to certain transfer restrictions, as described in more detail below;
The Sponsor and the Company’s officers and directors have entered a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Alignment Shares and public shares they hold in connection with the completionrelevant measurement date over each of the Business Combination, (ii) to waive their redemption rights with respect to any Alignment Shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated a Business Combination within 24 months (or 27 months, as applicable) from the closing of the Initial Public Offering or with respect to other specified provisions relating to stockholders’ rights or pre-Business Combination activity; and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Alignment Shares they hold if the Company fails to complete a Business Combination within 24 months (or 27 months, as applicable) from the closing of the Initial Public Offering, although they are entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete a Business Combination within such time period. If the Company submits the Business Combination to the public stockholders for a vote, the Sponsor and the Company’s directors and officers have agreed, pursuant to such letter agreement, to vote their Alignment Shares and any public shares purchased during or after the Initial Public Offering in favor of the Business Combination; and
Warrants
Upon the closing of the Initial Public Offering, the Company simultaneously issued the Private Placement Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the SAILSM securities sold in the Initial Public Offering. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the Business Combination. If the Company does not complete the Business Combination within 24 months from the closing of the offering (or 27-months, as applicable), the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 7—REDEEMABLE WARRANT LIABILITY
Pursuant to the Initial Public Offering, the Company sold 40,250,000 SAILSM securities (including the full exercise of the underwriter’s over-allotment option) at a price of $10.00 per SAILSM security. Each SAILSM security consists of one share of Class A common stock of the Company at $0.0001 par value and one-fourth of one Redeemable Warrant (or 10,062,500 Redeemable Warrants in the aggregate). See “Note 3—Initial Public Offering” for additional details on the Redeemable Warrants.
The Company determined that the Redeemable Warrants qualified as freestanding financial instruments that are bifurcated from the Class A common stock and classified asdividends paid/payable to the holders of Class A common stock. Therefore, the shares do not represent an obligation or a separate liability pursuantconditional obligation to issue a variable number of shares with a monetary value based on any of the criteria in ASC 815, “Derivatives480, Distinguishing
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
Liabilities From Equity. The Company determined that the Alignment Shares meet the definition of a derivative because they contain (i) an underlying (Class A common stock price), (ii) a notional amount (a fixed number of Class B common stock), (iii) no or minimal initial net investment (the Sponsor paid a de minimis amount which is less than the estimated fair value of the shares), and Hedging” (ASC 815). According to ASC 815, financial instruments classified as liabilities are(iv) net settleable through a conversion of the Alignment Shares into Class A shares. As such, the Company concluded that the Alignment Shares meet the definition of a derivative, which will be presented at fair value each reporting period, with changes in fair value recorded through earnings.
The Company estimates the fair value of outstanding Alignment Shares using a Monte Carlo simulation valuation model utilizing a distribution of potential outcomes based on a set of underlying assumptions such as stock price, volatility, and risk-free interest rate. As volatility of 68% and risk-free interest rate of 4.18% are not observable inputs, the overall fair value measurement of Alignment Shares is classified as Level 3. Unobservable inputs can be volatile and a change in those inputs might result in a significantly higher or lower fair value measurement of Alignment Shares.
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended June 30, 2023 | | For the six months ended June 30, 2022 |
| | Shares | | $ | | Shares | | $ |
| Beginning balance | 1,207,500 | | | $ | 66,145 | | | 1,408,750 | | | $ | 127,474 | |
| Alignment Shares converted | (201,250) | | | (11) | | | (201,250) | | | (15) | |
| Fair value remeasurement | — | | | (19,823) | | | — | | | (63,051) | |
| Ending balance | 1,006,250 | | | $ | 46,311 | | | 1,207,500 | | | $ | 64,408 | |
Interest Rate Swaps
The Company holds interest rate swaps that are considered derivative instruments, and are not designated as cash flow hedges or fair value hedges under accounting guidance. The Company uses interest rate swaps to manage its net exposure to interest rate changes. These instruments are custom, over-the-counter contracts with various bank counterparties that are not traded on an active market but valued using readily observable market inputs and the overall fair value measurement is classified as Level 2. As of March 31, 2021June 30, 2023 and December 31, 2020,2022, the notional amounts were $118.8 million and $141.6 million, respectively. For the three and six months ended June 30, 2023, the change in fair value of interest rate swaps resulted in a gain of $2.8 million and a gain of $0.1 million, respectively, which was recorded as interest expense in the condensed consolidated statements of operations. The change in fair value of interest rate swaps for six months ended June 30, 2022 was not material.
Forward Starting Interest Rate Swap
The Company entered into a forward starting interest rate swap on January 31, 2023, with an effective date of January 31, 2025 and a termination date of January 31, 2035. This transaction had a notional amount of $250.0 million, was designated as a cash flow hedge of the Company's forecasted fixed-rate or floating-rate debt issuances. On June 15, 2023, the Company partially terminated the forward starting interest rate swap reducing the notional amount by $47.0 million associated with the incremental debt issuance under the APAF III Term Loan. Partial termination resulted in proceeds of $0.5 million which were recorded as a component of other comprehensive income and will be recognized as an adjustment to interest expense over the term of the debt. The cash flow hedge was determined to be fully effective during the three and six months ended June 30, 2023. As such, no amount of ineffectiveness has been included in net income. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. We expect the hedge to remain fully effective during the remaining term of the swap. The change in fair value of the forward starting interest rate swap resulted in a gain of $3.8 million and $3.0 million, net of tax, which was recorded in the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2023, respectively.
Contingent Consideration
Solar Acquisition
In connection with the acquisition of a portfolio of sixteen solar energy facilities with a combined nameplate capacity of 61.5 MW on December 22, 2020 (the "Solar Acquisition"), contingent consideration of $3.1 million may be payable upon achieving certain market power rates and $7.4 million upon achieving certain power volumes generated by the acquired solar energy facilities. The Company estimated the fair value of the contingent consideration for future earnout payments using a Monte
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
Carlo simulation model. Significant assumptions used in the measurement include the estimated volumes of power generation of acquired solar energy facilities during the 18-36-month period since the acquisition date, market power rates during the 36-month period, and the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3.
The liability for the contingent consideration associated with production volumes expired on June 30, 2022. The liability for the contingent consideration associated with power rates is included in other long-term liabilities in the condensed consolidated balance sheets at the estimated fair value of $3.0 million and $2.9 million as of June 30, 2023 and December 31, 2022, respectively. For the three and six months ended June 30, 2022, the Company recorded a loss on fair value remeasurement of contingent consideration associated with power rates of $0.1 million within operating income in the condensed consolidated statements of operations. For the three and six months ended June 30, 2022, the Company recorded $1.1 million and $0.5 million loss on fair value remeasurement of contingent consideration associated with power rates and production volumes, respectively, in the condensed consolidated statements of operations. The loss was recorded due to changes in significant assumptions used in the measurement, including the actual versus estimated volumes of power generation of acquired solar energy facilities and market power rates.
Other
There were no other contingent consideration liabilities recorded during the six months ended June 30, 2023. Gain on fair value remeasurement of other contingent consideration of $0.5 million was recorded within operating income in the condensed consolidated statements of operations for the six months ended June 30, 2022.
Redeemable Warrant Liability
As part of the Merger with CBAH in December 2021, the Company assumed the Redeemable Warrant Liability of $47.6 million. On October 17, 2022, the Company redeemed all outstanding Redeemable Warrants. Prior to the redemption, Redeemable Warrants was $9,257,500were recorded as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. There were no Redeemable Warrants outstanding during the three months ended June 30, 2023. For the three and $18,716,250, respectively, andsix months ended June 30, 2022, the Company recorded a gain from fair value remeasurement of $4.7 million and $23.1 million, respectively, in the condensed consolidated statements of operations.
8.Equity
As of June 30, 2023, the Company had authorized and issued 988,591,250 and 158,989,953 of Class A common stock, respectively. As of December 31, 2022, the Company had authorized and issued 988,591,250 and 158,904,401 Class A common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of June 30, 2023, and December 31, 2022, no common stock dividends have been declared.
As of June 30, 2023, and December 31, 2022, the Company had 1,006,250 and 1,207,500 authorized and issued shares of Class B common stock, respectively, also referred to as the Alignment Shares. Refer to Note 7, "Fair Value Measurements," for further details.
On April 6, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Nomura Securities International, Inc. (“Nomura”) and Truist Securities, Inc. (“Truist” and, together with Cantor and Nomura, the “Agents,” and each, an “Agent”). The Sales Agreement provides for the offer and sale of our Class A common stock from time to time through an “at the market offering” (“ATM”) program under which the Agents act as sales agent or principal, subject to certain limitations, including the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Pursuant to the prospectus supplement filed by the Company on dated April 6, 2023, the Company may offer and sell up to $200 million of shares of Class A common stock pursuant to the Sales Agreement. For the six months ended June 30, 2023, no shares of common stock were sold through the ATM equity program.
Unless otherwise indicated in any applicable prospectus supplement, the Company currently intends to use the net proceeds from the sale of securities under this prospectus for general corporate purposes. The Company's general corporate purposes include, but are not limited to, repayment or refinancing of debt, capital expenditures, funding possible acquisitions, working capital and satisfaction of other obligations. The Company has not determined the amount of net proceeds to be used
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
specifically for the foregoing purposes. As a result, the Company's management will have broad discretion over the allocation of the net proceeds.
9.Redeemable Noncontrolling Interests
The changes in the components of redeemable noncontrolling interests are presented in the table below:
| | | | | | | | | | | |
| | For the six months ended June 30, |
| | 2023 | | 2022 |
| Redeemable noncontrolling interest, beginning balance | $ | 18,133 | | | $ | 15,527 | |
| Cash distributions | (1,176) | | | (482) | |
| Cash contributions | — | | | 1,087 | |
| Redemption of redeemable noncontrolling interests | (4,301) | | | — | |
| Assumed noncontrolling interest through business combination | 8,100 | | | — | |
| Net loss attributable to redeemable noncontrolling interest | (89) | | | (29) | |
| Redeemable noncontrolling interest, ending balance | $ | 20,667 | | | $ | 16,103 | |
10.Leases
The Company has lease agreements for land and building rooftops on which our solar energy facilities operate, as well as a lease agreement for a corporate office. The leases expire on various terms through 2058.
At the inception of a contractual arrangement, the Company determines whether it contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding right-of-use asset upon lease commencement. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessee. Operating lease assets and liabilities are recognized based on the remeasurementpresent value of lease payments over the Redeemable Warrantslease term using an appropriate discount rate. Right-of-use assets include any lease payments made at or before lease commencement and any initial direct costs incurred and exclude any lease incentives received. Right-of-use assets also include an adjustment to reflect favorable or unfavorable terms of $9,458,750the lease when compared to market terms, when applicable. Certain leases include variable lease payments associated with production of the solar facility or other variable payments such as real estate taxes and common area maintenance. As the Company has elected not to separate lease and non-lease components for all classes of underlying assets, all variable costs associated with leases are expensed in the period incurred and presented and disclosed as variable lease expense.
The Company’s lease agreements do not contain any residual value guarantees or restrictive financial covenants. The Company does not have any leases that have not yet commenced that create significant rights and obligations for the lessee.
The discount rate used is the rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. At the lease commencement date, the Company’s incremental borrowing rate is used as the discount rate. Discount rates are reassessed when there is a new lease or a modification to an existing lease.
The Company records operating lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets.
The following table presents the components of operating lease cost for the three and six months ended June 30, 2023, and 2022:
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | For the six months ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Operating lease expense | $ | 2,783 | | | $ | 1,636 | | | $ | 5,175 | | | $ | 3,272 | |
| Variable lease expense | 415 | | | 322 | | | 772 | | | 429 | |
| Total lease expense | $ | 3,198 | | | $ | 1,958 | | | $ | 5,947 | | | $ | 3,701 | |
The following table presents supplemental information related to our operating leases:
| | | | | | | | | | | |
| For the six months ended June 30, |
| 2023 | | 2022 |
| Operating cash flows from operating leases | $ | 4,495 | | | $ | 2,142 | |
| Operating lease assets obtained in exchange for new operating lease liabilities | $ | 62,984 | | | $ | 2,514 | |
| Weighted-average remaining lease term, years | 23.4 years | | 18.6 years |
| Weighted average discount rate | 5.31% | | 4.07% |
Maturities of operating lease liabilities as of June 30, 2023, are as follows:
| | | | | |
| 2023 | $ | 6,145 | |
| 2024 | 12,816 | |
| 2025 | 12,818 | |
| 2026 | 12,911 | |
| 2027 | 12,972 | |
| Thereafter | 235,819 | |
| Total | $ | 293,481 | |
| Less: Present value discount | (130,105) | |
| Lease liability | $ | 163,376 | |
11.Commitments and Contingencies
Legal
The Company is a party to a number of claims and governmental proceedings which are ordinary, routine matters incidental to its business. In addition, in the ordinary course of business the Company periodically has disputes with vendors and customers. The outcomes of these matters are not expected to have, either individually or in the aggregate, a material adverse effect on the Company’s financial position or results of operations.
Performance Guarantee Obligations
The Company guarantees certain specified minimum solar energy production output under the Company’s PPA agreements, generally over a term of 10, 15 or 25 years. The solar energy systems are monitored to ensure these outputs are achieved. The Company evaluates if any amounts are due to customers based upon not meeting the guaranteed solar energy production outputs at each reporting period end. As of June 30, 2023, and December 31, 2022, the guaranteed minimum solar energy production has been met and the Company has recorded no performance guarantee obligations.
Purchase Commitments
In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers. As of June 30, 2023, and December 31, 2022, the Company had zero and $29.5 million, respectively, of outstanding non-cancellable commitments to purchase solar modules.
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
12.Related Party Transactions
There was $0.2 million and $0.1 million due to related parties, as discussed below, and no amounts due from related parties as of June 30, 2023, and December 31, 2022, respectively. Additionally, in the normal course of business, the Company conducts transactions with affiliates, such as:
Blackstone Subsidiaries as Lender
The Company incurs interest expense on the APAF Term Loan and the APAF III Term Loan. During the three months ended June 30, 2023 and 2022 the total related party interest expense associated with the APAF Term Loan and APAF III Term Loan was $7.1 million and $4.4 million, respectively, and is recorded as interest expense in the accompanying condensed consolidated statements of operations. During the six months ended June 30, 2023 and 2022 the total related party interest expense associated with the APAF Term Loan and APAF III Term Loan was $12.7 million and $8.8 million, respectively, and is recorded as interest expense in the accompanying condensed consolidated statements of operations. As of June 30, 2023, and December 31, 2022, interest payable of $7.1 million and $4.4 million, respectively, due under the APAF Term Loan and APAF III Term Loan was recorded as interest payable on the accompanying condensed consolidated balance sheets.
Commercial Collaboration Agreement with CBRE
In connection with the Merger, the Company and CBRE entered into a commercial collaboration agreement (the “Commercial Collaboration Agreement”) effective upon the Merger, pursuant to which, among other things, CBRE will invite the Company to join CBRE’s strategic supplier program and CBRE will promote the Company as its preferred clean energy renewable provider/partner, CBRE and the Company will create a business opportunity referral program with CBRE’s brokers, CBRE will reasonably collaborate with the Company to develop and bring to market new products and/or bundles for Company’s customers, the Company will consider in good faith inviting CBRE to become a solar tax equity partner for the Company, on a non-exclusive basis, on market terms to be mutually agreed and CBRE will provide, at no cost to the Company, reasonable access to data-driven research and insights prepared by CBRE (subject to certain exceptions). The Commercial Collaboration Agreement continues for a period of seven years, with automatic one-year renewal period, unless earlier terminated by either party in accordance with the terms set forth therein.
On December 9, 2022, the Company amended the Commercial Collaboration Agreement to update the business arrangement and associated fee approach, which provides that CBRE employees, including brokers, non-brokers and other employees who partnered with the Company to bring clean electrification solutions to CBRE’s client base, who met certain minimum criteria (“Qualified Referral”) and who documented such Qualified Referral via an executed Development Agreement, would receive a development fee of between $0.015/watt to $0.030/watt depending on the business segment and teams of such CBRE employees. For the six months ended June 30, 2023, the Company did not incur any costs associated with the Commercial Collaboration Agreement. As of December 31, 2022, there were no amounts due to CBRE associated with the Commercial Collaboration Agreement.
Master Services Agreement with CBRE
On June 13, 2022, the Company, through its wholly-owned subsidiary, entered into a Master Services Agreement ("MSA") with CBRE under which CBRE assists the Company in developing solar energy facilities. For the three months ended June 30, 2023 and 2022, the Company incurred $0.1 million and zero, respectively, for development services provided under the PSA. For the six months ended June 30, 2023 and 2022, the Company incurred $0.2 million and zero, respectively, for development services provided under the MSA. As of June 30, 2023 and December 31, 2022, there was $0.2 million and $0.1 million due to CBRE for development services provided under the MSA.
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
13.Earnings per Share
The calculation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands, except share and per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended June 30, | | For the six months ended June 30, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Net income attributable to Altus Power, Inc. | 6,825 | | | 24,115 | | | 12,442 | | | 84,534 | |
Income attributable to participating securities(1) | (43) | | | (190) | | | (79) | | | (667) | |
| Net income attributable to common stockholders - basic and diluted | 6,782 | | | 23,925 | | | 12,363 | | | 83,867 | |
| Class A Common Stock | | | | | | | |
Weighted average shares of common stock outstanding - basic(2) | 158,719,684 | | | 153,310,068 | | | 158,670,950 | | | 152,988,078 | |
| Dilutive restricted stock | 258,591 | | | 644,775 | | | 258,708 | | | 645,019 | |
| Dilutive RSUs | — | | | — | | | 1,817,387 | | | 138,895 | |
| Weighted average shares of common stock outstanding - diluted | 158,978,275 | | | 153,954,843 | | | 160,747,045 | | | 153,771,992 | |
| Net income attributable to common stockholders per share - basic | $ | 0.04 | | | $ | 0.16 | | | $ | 0.08 | | | $ | 0.55 | |
| Net income attributable to common stockholders per share - diluted | $ | 0.04 | | | $ | 0.16 | | | $ | 0.08 | | | $ | 0.55 | |
(1) Represents the income attributable to 1,006,250 and 1,207,500 Alignment Shares outstanding as of June 30, 2023 and 2022, respectively.
(2) For the three months ended June 30, 2023 and 2022, the calculation of basic weighted average shares of common stock outstanding excludes 271,259 and 669,101 shares, respectively, of the Company's Class A common stock provided to holders of Legacy Altus common stock, including shares that were subject to vesting conditions.
For the six months ended June 30, 2023 and 2022, the calculation of basic weighted average shares of common stock outstanding excludes 271,259 and 669,101 shares, respectively, of the Company's Class A common stock provided to holders of Legacy Altus common stock, including shares that were subject to vesting conditions.
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
14.Stock-Based Compensation
The Company recognized $4.3 million and $2.7 million of stock-based compensation expense for the three months ended MarchJune 30, 2023, and 2022, respectively. The Company recognized $7.1 million and $4.0 million of stock-based compensation expense for the six months ended June 30, 2023, and 2022, respectively. As of June 30, 2023, and December 31, 2022, the Company had $42.4 million and $33.2 million of unrecognized share-based compensation expense related to unvested restricted units, respectively, which the Company expects to recognize over a weighted-average period of approximately three years.
Legacy Incentive Plans
Prior to the Merger, Legacy Altus maintained the APAM Holdings LLC Restricted Units Plan, adopted in 2015 (the “APAM Plan”) and APAM Holdings LLC adopted the 2021 Profits Interest Incentive Plan (the “Holdings Plan”, and together with the APAM Plan, the “Legacy Incentive Plans”), which provided for the grant of restricted units that were intended to qualify as profits interests to employees, officers, directors and consultants. In connection with the Merger, vested restricted units previously granted under the Legacy Incentive Plans were exchanged for shares of Class A Common Stock, and unvested Altus Restricted Shares under each of the Legacy Incentive Plans were exchanged for restricted Class A Common Stock with the same vesting conditions. As of June 30, 2023, and December 31, 2022, 271,259 and 542,511 shares of Class A Common Stock were restricted under the Holdings Plan, respectively. No further awards will be made under the Legacy Incentive Plans.
The fair value of the granted units was determined using the Black-Scholes Option Pricing model and relied on assumptions and inputs provided by the Company. All option models utilize the same assumptions with regard to (i) current valuation, (ii) volatility, (iii) risk-free interest rate, and (iv) time to maturity. The models, however, use different assumptions with regard to the strike price which vary by award.
Omnibus Incentive Plan
On July 12, 2021, the Company entered into the Management Equity Incentive Letter with each of Mr. Felton and Mr. Norell pursuant to which, on February 5, 2022, the Compensation Committee granted to Mr. Felton and Mr. Norell, together with other senior executives, including Anthony Savino, Chief Construction Officer, and Dustin Weber, Chief Financial Officer, restricted stock units (“RSUs”) under the Omnibus Incentive Plan (the "Incentive Plan") that are subject to time-based and, for the named executive officers and certain other executives, eighty percent (80%) of such RSUs also further subject to performance-based vesting, with respect to an aggregate five percent (5%) of the Company’s Class A common stock on a fully diluted basis, excluding the then-outstanding shares of the Company’s Class B common stock or any shares of the Company’s Class A common stock into which such shares of the Company’s Class B common stock are or may be convertible. Subject to continued employment on each applicable vesting date, the time-based RSUs generally vest 33 1/3% on each of the third, fourth and fifth anniversaries of the Closing, and the performance-based RSUs vest with respect to 33 1/3% of the award upon the achievement of the above time-based requirement and the achievement of a hurdle representing a 25% annual compound annual growth rate measured based on an initial value of $10.00 per share (i.e., on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $19.53, $24.41, $30.51, respectively).
During the three and six months ended June 30, 2023, the Company granted under the Incentive Plan an additional 10,000 and 2,761,486RSUs, respectively, that are subject to time-based vesting as described above, with a weighted average grant date fair value per share of $4.98 and $5.42, respectively, and 259,662 RSUs that are subject to performance-based vesting ("PSUs"), each of which represents the right to receive one share of the Company's Class A Common Stock and which vest in one installment on the third anniversary of the grant date based upon the Company's total stockholder return when compared to the Invesco Solar ETF (“TAN”), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The PSUs have a grant date fair value per share of $6.66.
As of June 30, 2023, and December 31, 2022, there were 30,992,545 and 23,047,325 shares of the Company's Class A common stock authorized for issuance under the Incentive Plan, respectively. The number of shares authorized for issuance under the Incentive Plan will increase on January 1 of each year from 2024 to 2031 by the lesser of (i) 5% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. The number of shares authorized for issuance under the Incentive Plan increased by 5% of outstanding shares as described in the foregoing on January 1, 2022 and January 1, 2023.
For the three months ended June 30, 2023, and 2022, the Company granted 10,000 and 15,000 RSUs, respectively, and recognized $4.3 million and $2.7 million, respectively, of stock-based compensation expenses in relation to the Incentive Plan.
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Altus Power, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollar amounts in thousands, except per share data, unless otherwise noted)
For thesix months ended June 30, 2023 and 2022, the Company granted 3,021,148 and 7,918,789 RSUs, respectively, and recognized $7.1 million and $4.0 million, respectively, of stock-based compensation expense in relation to the Incentive Plan. For the three months ended June 30, 2023, and 2022, 5,354 and zero RSUs were forfeited, respectively. For thesix months ended June 30, 2023 and 2022, 11,054 and zero RSUs were forfeited, respectively.
Employee Stock Purchase Plan
On December 9, 2021, we adopted the 2021 Employee Stock Purchase Plan ("ESPP"), which provides a means by which eligible employees may be given an opportunity to purchase shares of the Company’s Class A common stock. As of June 30, 2023, and December 31, 2022, there were 4,662,020 and 3,072,976 shares of the Company's Class A common stock authorized for issuance under the ESPP, respectively. The number of shares authorized for issuance under the ESPP will increase on January 1 of each year from 2024 to 2031 by the lesser of (i) 1% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. No shares of the Company’s Class A common stock were issued and no stock-based compensation expense was recognized in relation to the ESPP for the six months ended June 30, 2023, and 2022. The number of shares authorized for issuance under the ESPP increased by 1% of outstanding shares as described in the foregoing on January 1, 2022 and January 1, 2023.
15.Income Taxes
The income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter.
For the three months ended June 30, 2023, and 2022, the Company had income tax expense of $1.1 million and $0.7 million, respectively. For the six months ended June 30, 2023, and 2022, the Company had income tax expense of $2.0 million and $0.6 million, respectively. For the six months ended June 30, 2023, the effective tax rate differs from the U.S. statutory rate primarily due to effects of non-deductible compensation, noncontrolling interests, redeemable noncontrolling interests, fair value adjustments for Alignment Shares, as well as state and local income taxes. For the three months ended June 30, 2022, the effective tax rate differs from the U.S. statutory rate primarily due to effects of non-deductible compensation, noncontrolling interests, redeemable noncontrolling interests, fair value adjustments for warrant liabilities and Alignment Shares, as well as state and local income taxes.
16.Subsequent Events
The Company has evaluated subsequent events from June 30, 2023, through August 14, 2023, which is the date the unaudited condensed consolidated financial statements were available to be issued. Other than the subsequent event disclosed below, there are no subsequent events requiring recording or disclosure in the condensed consolidated financial statements.
On July 21, 2023, the Company amended the APAF III Term Loan to add an additional $28.0 million of borrowings, the proceeds of which will be used to provide long-term financing for new solar projects.
******
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and operating results for Altus Power, Inc. (as used in this section, “Altus Power” or the “Company”) has been prepared by Altus Power’s management. You should read the following discussion and analysis together with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q, and our 2022 Annual Report on Form 10-K. Any references in this section to “we,” “our” or “us” shall mean Altus Power. In addition to historical information, this Quarterly Report on Form 10-Q for the period ended June 30, 2023 (this “Report”), including this management’s discussion and analysis (“MD&A”), contains statements that are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements do not convey historical information but relate to predicted or potential future events and financial results, such as statements of our plans, strategies and intentions, or our future performance or goals that are based upon management's current expectations. Our forward-looking statements can often be identified by the use of forward-looking terminology such as "believes," "expects," "intends," "may," “could,” "will," "should," "plans," “projects,” “forecasts,” “seeks,” “anticipates,” “goal,” “objective,” “target,” “estimate,” “future,” “outlook,” “vision,” or variations of such words or similar terminology. Investors and prospective investors are cautioned that such forward-looking statements are only projections based on current estimations. These statements involve risks and uncertainties and are based upon various assumptions. Such risks and uncertainties include, but are not limited to the risks as described in the "Risk Factors" in our 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2023 (the “2022 Annual Report on Form 10-K”). These risks and uncertainties, among others, could cause our actual future results to differ materially from those described in our forward-looking statements or from our prior results. Any forward-looking statement made by us in this Report is based only on information currently available to us and speaks to circumstances only as of the date on which it is made. We are not obligated to update these forward-looking statements, even though our situation may change in the future.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Altus Power’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) failure to obtain required consents or regulatory approvals in a timely manner or otherwise; (2) the ability of Altus Power to retain customers and maintain and expand relationships with business partners, suppliers and customers; (3) the ability of Altus Power to successfully integrate the acquisition of solar assets into its business and generate profit from their operations; (4) the risk that pending acquisitions may not close in the anticipated timeframe or at all due to a closing condition not being met (5) the risk of litigation and/or regulatory actions related to the proposed acquisition of solar assets; and (6) the possibility that Altus Power may be adversely affected by other economic, business, regulatory, credit risk and/or competitive factors.
Overview
We are a developer, owner and operator of large-scale roof, ground and carport-based photovoltaic ("PV") and energy storage systems, serving commercial and industrial, public sector and community solar customers. Our mission is to create a clean electrification ecosystem and drive the clean energy transition of our customers across the United States while simultaneously enabling the adoption of corporate environmental, social and governance ("ESG") targets. In order to achieve our mission, we develop, own and operate a network of solar generation and energy storage facilities. We believe we have the in-house expertise to develop, build and provide operations and maintenance and customer servicing for our assets. The strength of our platform is enabled by premier sponsorship from The Blackstone Group ("Blackstone"), which provides an efficient capital source and access to a network of portfolio companies, and CBRE Group, Inc. ("CBRE"), which provides direct access to its portfolio of owned and managed commercial and industrial (“C&I”) properties.
We believe we are in the beginning stages of a market opportunity driven by the broad shift away from traditional energy sources to renewable energy and an increasing emphasis by the C&I sector on their public commitment to decarbonization. We intend to leverage our competitive strengths and market position to become customers’ “one-stop-shop” for the clean energy transition by (i) using our existing customer and developer networks to build out our electric vehicle ("EV") charging and energy storage offerings and establish a position comparable to that of our C&I solar market position through our existing cross-sell opportunities and (ii) partnering with Blackstone and CBRE to access their client relationships, portfolio companies, and their strong brand recognition, to increase the number of customers we can support.
We own systems across the United States from Hawaii to Maine. Our portfolio currently consists of 698 megawatts (“MW”) of solar PV. We have long-term power purchase agreements ("PPAs") with over 300 C&I entities and contracts with over 20,000 residential customers which are serviced by over 170 megawatts of community solar projects currently in
operation. We have agreements through which we expect to install over 70 additional megawatts of community solar projects, all of which are in advanced stages of development. Our community solar projects are currently servicing customers in 7 states with projects in two additional states currently under construction. We also participate in numerous renewable energy credit (“REC”) programs throughout the country. We have experienced significant growth in the last 12 months as a product of organic growth and targeted acquisitions and operate in 25 states, providing clean electricity to our customers equal to the electricity consumption of almost 80,000 homes, displacing 447,000 tons of CO2 emissions per annum.
Key Factors Affecting Our Performance
Our results of operations and our ability to grow our business over time could be impacted by a number of factors and trends that affect our industry generally, as well as new offerings of services and products we may acquire or seek to acquire in the future. Additionally, our business is concentrated in certain markets, putting us at risk of region-specific disruptions such as adverse economic, regulatory, political, weather and other conditions. See “Risk Factors” in our 2022 Annual Report on Form 10-K for further discussion of risks affecting our business. We believe the factors discussed below are key to our success:
Competition
We compete in the C&I scale renewable energy space with utilities, developers, independent power producers, pension funds and private equity funds for new investment opportunities. We expect to grow our market share because of the following competitive strengths:
•Development Capability:We have established an innovative approach to the development process. From site identification and customer origination through the construction phase, we’ve established a streamlined process enabling us to further create the scalability of our platform and significantly reduce the costs and time in the development process. Part of our attractiveness to our customers is our ability to ensure a high level of execution certainty. We anticipate that this ability to originate, source, develop and finance projects will ensure we can continue to grow and meet the needs of our customers.
•Long-term Revenue Contracts: Our C&I solar generation contracts have a typical length of 20 years or longer, creating long-term relationships with customers that allow us to cross-sell additional current and future products and services. The average remaining life of our current contracts is approximately 15 years. These long-term contracts are either structured at a fixed rate, often with an escalator, or floating rate pegged at a discount to the prevailing local utility rates. We refer to these latter contracts as variable rate, and as of June 30, 2023, these variable rate contracts make up approximately 58% of our current installed portfolio. During the six months ended June 30, 2023, overall utility rates have been increasing in states where we have projects under variable rate contracts. The realization of solar power price increases varies depending on region, utility and terms of revenue contract, but generally, we would benefit from such increases in the future as inflationary pressures persist.
•Flexible Financing Solutions: We have a market-leading cost of capital in two investment-grade rated scalable credit facilities from Blackstone, which enables us to be competitive bidders in asset acquisition and development. In addition to our Blackstone term loans, we also have financing available through a revolving credit facility which has $200 million of committed capacity with 5-year maturity and interest of SOFR plus spread between 160 - 260 bps on drawn balances.
•Leadership:We have a strong executive leadership team who has extensive experience in capital markets, solar development and solar construction, with over 20 years of experience each. Moreover, through the transaction structure, management and employees will continue to own a significant interest in the Company.
•CBRE Partnership: Our partnership with CBRE, the largest global real estate services company, provides us with a clear path to creating new customer relationships. CBRE is the largest manager of data centers and 90% of the Fortune 100 are CBRE clients, providing a significant opportunity for us to expand our customer base.
Seasonality
The amount of electricity our solar energy systems produce is dependent in part on the amount of sunlight, or irradiation, where the assets are located. Because shorter daylight hours in winter months and poor weather conditions due to rain or snow results in less irradiation, the output of solar energy systems will vary depending on the season and the overall weather conditions in a year. While we expect seasonal variability to occur, the geographic diversity in our assets helps to mitigate our aggregate seasonal variability.
Another aspect of seasonality to consider is in our construction program, which is more productive during warmer weather months and generally results in project completion during fourth quarter. This is particularly relevant for our projects under construction in colder climates like the Northeast.
Pipeline
As of June 30, 2023, our pipeline of opportunities totaled over one gigawatt and is comprised of approximately 50% potential operating acquisitions and 50% projects under development. The operating acquisitions are dynamic with new opportunities being evaluated by our team each quarter.
As of June 30, 2023, with respect to the half of our pipeline made up of development projects, approximately 23% of these projects are currently in construction or pre-construction, 43% of these projects are still in the contracting or due diligence phase, and the final 34% represent projects from our client engagements which are progressing toward an agreement in principle.
As of June 30, 2023, with respect to the half of our pipeline made up of potential operating acquisitions, approximately 67% of these projects are currently in the initial engagement phase, 28% of these projects are in negotiation, and the final 5% of these projects are in the closing phase.
Key Financial and Operational Metrics
We regularly review a number of metrics, including the following key operational and financial metrics, to evaluate our business, measure our performance and liquidity, identify trends affecting our business, formulate our financial projections and make strategic decisions.
Megawatts Installed
Megawatts installed represents the aggregate megawatt nameplate capacity of solar energy systems for which panels, inverters, and mounting and racking hardware have been installed on premises in the period. Cumulative megawatts installed represents the aggregate megawatt nameplate capacity of solar energy systems for which panels, inverters, and mounting and racking hardware have been installed on premises.
| | | | | | | | | | | | | | | | | |
| As of June 30, 2023 | | As of June 30, 2022 | | Change |
| Megawatts installed | 698 | | | 369 | | | 329 | |
Cumulative megawatts installed increased from 369 MW as of June 30, 2022, to 698 MW as of June 30, 2023 primarily related to acquisitions.
| | | | | | | | | | | | | | | | | |
| As of June 30, 2023 | | As of December 31, 2022 | | Change |
| Megawatts installed | 698 | | | 470 | | | 228 | |
Cumulative megawatts installed increased from 470 MW as December 31, 2022, to 698 MW as of June 30, 2023 primarily related to acquisitions.
The following table provides an overview of megawatts installed by state as of June 30, 2023:
| | | | | | | | | | | | | | |
| State | | Megawatts installed | | Share, percentage |
| New York | | 142 | | 20.4% |
| New Jersey | | 120 | | 17.2% |
| Massachusetts | | 117 | | 16.7% |
| California | | 117 | | 16.7% |
| Minnesota | | 57 | | 8.1% |
| Hawaii | | 30 | | 4.2% |
| Nevada | | 21 | | 3.1% |
| Maryland | | 14 | | 2.1% |
| Rhode Island | | 13 | | 1.9% |
| All other | | 67 | | 9.6% |
| Total | | 698 | | 100.0% |
Megawatt Hours Generated
Megawatt hours (“MWh”) generated represents the output of solar energy systems from operating solar energy systems. MWh generated relative to nameplate capacity can vary depending on multiple factors such as design, equipment, location, weather and overall system performance.
| | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2023 | | Three months ended June 30, 2022 | | Change |
| Megawatt hours generated | 262,000 | | | 137,000 | | | 125,000 | |
Megawatt hours generated increased from 137,000 MWh for the three months ended June 30, 2022, to 262,000 MWh for the three months ended June 30, 2023, as a result of an increase in our solar assets.
| | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2023 | | Six months ended June 30, 2022 | | Change |
| Megawatt hours generated | 399,000 | | | 223,000 | | | 176,000 | |
Megawatt hours generated increased from 223,000 MWh for the six months ended June 30, 2022, to 399,000 MWh for the six months ended June 30, 2023, as a result of an increase in our solar assets.
Non-GAAP Financial Measures
Adjusted EBITDA
We define adjusted EBITDA as net income plus net interest expense, depreciation, amortization and accretion expense, income tax expense, acquisition and entity formation costs, stock-based compensation expense, and excluding the effect of certain non-recurring items we do not consider to be indicative of our ongoing operating performance such as, but not limited to, gain or loss on fair value remeasurement of contingent consideration, change in fair value of redeemable warrant liability, change in fair value of Alignment Shares liability, and other miscellaneous items of other income and expenses.
We define adjusted EBITDA margin as adjusted EBITDA divided by operating revenues.
Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures that we use to measure out performance. We believe that investors and analysts also use adjusted EBITDA in evaluating our operating performance. This measurement is not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. The GAAP measure most directly comparable to adjusted EBITDA is net income and to adjusted EBITDA margin is net income over operating revenues. The presentation of adjusted EBITDA and adjusted EBITDA margin should not be construed to suggest that our future results will be unaffected by non-cash or non-recurring items. In addition, our calculation of adjusted EBITDA and adjusted EBITDA margin are not necessarily comparable to adjusted EBITDA as calculated by other companies and investors and analysts should read carefully the components of our calculations of these non-GAAP financial measures.
We believe adjusted EBITDA is useful to management, investors and analysts in providing a measure of core financial performance adjusted to allow for comparisons of results of operations across reporting periods on a consistent basis. These adjustments are intended to exclude items that are not indicative of the ongoing operating performance of the business. Adjusted EBITDA is also used by our management for internal planning purposes, including our consolidated operating budget, and by our board of directors in setting performance-based compensation targets. Adjusted EBITDA should not be considered an alternative to but viewed in conjunction with GAAP results, as we believe it provides a more complete understanding of ongoing business performance and trends than GAAP measures alone. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (in thousands) | | (in thousands) |
| Reconciliation of Net income to Adjusted EBITDA: | | | | | | | |
| Net income | $ | 3,370 | | | $ | 21,574 | | | $ | 7,215 | | | $ | 81,709 | |
| Income tax expense | 1,129 | | | 707 | | | 2,017 | | | 584 | |
| Interest expense, net | 8,524 | | | 5,173 | | | 20,970 | | | 10,111 | |
| Depreciation, amortization and accretion expense | 12,959 | | | 6,863 | | | 24,335 | | | 13,685 | |
| Stock-based compensation expense | 4,256 | | | 2,657 | | | 7,128 | | | 3,962 | |
| Acquisition and entity formation costs | 1,369 | | | 52 | | | 2,860 | | | 346 | |
| Loss (gain) on fair value of contingent consideration | 50 | | | (1,140) | | | 100 | | | (971) | |
| Change in fair value of redeemable warrant liability | — | | | (4,659) | | | — | | | (23,117) | |
| Change in fair value of Alignment Shares liability | (2,805) | | | (16,705) | | | (19,823) | | | (63,051) | |
| Other expense (income), net | 1,789 | | | (608) | | | 1,879 | | | (593) | |
| Adjusted EBITDA | $ | 30,641 | | | $ | 13,914 | | | $ | 46,681 | | | $ | 22,665 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (in thousands) | | (in thousands) |
| Reconciliation of Adjusted EBITDA margin: | | | | | | | |
| Adjusted EBITDA | $ | 30,641 | | | $ | 13,914 | | | $ | 46,681 | | | $ | 22,665 | |
| Operating revenues, net | 46,513 | | | 24,762 | | | 75,891 | | | 43,961 | |
| Adjusted EBITDA margin | 66 | % | | 56 | % | | 62 | % | | 52 | % |
Components of Results of Operations
The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy credits, and performance based incentives.
Power sales under PPAs. A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to the terms of PPAs. The Company’s PPAs typically have fixed or floating rates and are generally invoiced monthly. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. As of June 30, 2023, PPAs have a weighted-average remaining life of 13 years.
Power sales under net metering credit agreements. A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under net metering credit agreements (“NMCAs”). Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in time when the utility assigns the generated credits to the Company account, who directs the
utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. As of June 30, 2023, NMCAs have a weighted-average remaining life of 18 years.
SREC revenue. The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs and therefore, they do not receive an allocation of costs upon generation. The majority of individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The Company typically sells SRECs to different customers from those purchasing the energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.
Power sales on wholesale markets. Sales of power on wholesale electricity market are recognized in revenue upon delivery.
Rental Income. A portion of the Company’s energy revenue is derived from long-term PPAs accounted for as operating leases under ASC 842. Rental income under these lease agreements is recorded as revenue when the electricity is delivered to the customer.
Performance Based Incentives. Many state governments, utilities, municipal utilities and co-operative utilities offer a rebate or other cash incentive for the installation and operation of a renewable energy facility. Up-front rebates provide funds based on the cost, size or expected production of a renewable energy facility. Performance based incentives provide cash payments to a system owner based on the energy generated by its renewable energy facility during a pre-determined period, and they are paid over that time period. The Company recognizes revenue from state and utility incentives at the point in time in which they are earned.
Cost of Operations (Exclusive of Depreciation and Amortization). Cost of operations primarily consists of operations and maintenance expense, site lease expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Altus Power expects its cost of operations to continue to grow in conjunction with its business growth. These costs as a percentage of revenue will decrease over time, offsetting efficiencies and economies of scale with inflationary increases of certain costs.
General and Administrative. General and administrative expenses consist primarily of salaries, bonuses, benefits and all other employee-related costs, including professional fees related to legal, accounting, human resources, finance and training, information technology and software services, marketing and communications, travel and rent and other office-related expenses.
Altus Power expects increased general and administrative expenses as it continues to grow its business but to decrease over time as a percentage of revenue. Altus Power also expects to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC. Further, Altus Power expects to incur higher expenses for investor relations, accounting advisory, directors' and officers’ insurance, and other professional services.
Depreciation, Amortization and Accretion Expense. Depreciation expense represents depreciation on solar energy systems that have been placed in service. Depreciation expense is computed using the straight-line composite method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the remaining term of the lease. Amortization includes third party costs necessary to acquire PPA and NMCA customers and favorable and unfavorable rate revenues contracts. Third party costs necessary to acquire PPAs and NMCA customers are amortized using the straight-line method ratably over 15-25 years based upon the term of the customer contract. Estimated fair value allocated to the favorable and unfavorable rate PPAs and REC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. Accretion expense includes over time increase of asset retirement obligations associated with solar energy facilities.
Acquisition and Entity Formation Costs. Acquisition and entity formation costs represent costs incurred to acquire businesses and form new legal entities. Such costs primarily consist of professional fees for banking, legal, accounting and appraisal services.
Fair Value Remeasurement of Contingent Consideration. In connection with the Solar Acquisition (as defined in Note 7, “Fair Value Measurements,” to our audited consolidated annual financial statements included in our Annual Report on Form 10-K), contingent consideration of up to $3.1 million may be payable upon achieving certain market power rates and $7.4 million upon achieving certain power volumes generated by the acquired solar energy facilities. The liability for the contingent consideration associated with production volumes expired on June 30, 2022, and the Company remeasured its fair value to zero. The Company estimated the fair value of the contingent consideration for future earnout payments using a Monte Carlo simulation model. Significant assumptions used in the measurement include the estimated volumes of power generation of acquired solar energy facilities during the 18-36-month period since the acquisition date, market power rates during the 36-month period, and the risk-adjusted discount rate associated with the business.
Stock-Based Compensation. Stock-based compensation expense is recognized for awards granted under the Legacy Incentive Plans and Omnibus Incentive Plan, as defined in Note 14, "Stock-Based Compensation," to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Change in Fair Value of Redeemable Warrant Liability. In connection with the Merger, the Company assumed a redeemable warrant liability composed of publicly listed warrants (the "Redeemable Warrants") and warrants issued to CBRE Acquisition Sponsor, LLC in the private placement (the "Private Placement Warrants"). The Redeemable Warrant Liability was remeasured as of June 30, 2022, and the resulting gain was included in the condensed consolidated statements of operations. In October 2022, the Company redeemed all outstanding Redeemable Warrants.
Change in Fair Value of Alignment Shares Liability. Alignment Shares represent Class B common stock of the Company which were issued in connection with the Merger. Class B common stock, par value $0.0001 per share ("Alignment Shares") are accounted for as liability-classified derivatives, which were remeasured as of June 30, 2023, and the resulting gain was included in the condensed consolidated statements of operations. The Company estimates the fair value of outstanding Alignment Shares using a Monte Carlo simulation valuation model utilizing a distribution of potential outcomes based on a set of underlying assumptions such as stock price, volatility, and risk-free interest rates.
Other Expense (Income), Net. Other income and expenses primarily represent state grants and other miscellaneous items.
Interest Expense, Net. Interest expense, net represents interest on our borrowings under our various debt facilities, amortization of debt discounts and deferred financing costs, and unrealized gains and losses on interest rate swaps.
Income Tax (Expense) Benefit. We account for income taxes under ASC 740, Income Taxes. As such, we determine deferred tax assets and liabilities based on temporary differences resulting from the different treatment of items for tax and financial reporting purposes. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have a partial valuation allowance on our deferred state tax assets because we believe it is more likely than not that a portion of our deferred state tax assets will not be realized. We evaluate the recoverability of our deferred tax assets on an annual basis.
Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests. Net loss attributable to noncontrolling interests and redeemable noncontrolling interests represents third-party interests in the net income or loss of certain consolidated subsidiaries based on Hypothetical Liquidation at Book Value.
Results of Operations – Three Months Ended June 30, 2023, Compared to Three Months Ended June 30, 2022 (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Operating revenues, net | $ | 46,513 | | | $ | 24,762 | | | $ | 21,751 | | | 87.8 | % |
| Operating expenses | | | | | | | |
| Cost of operations (exclusive of depreciation and amortization shown separately below) | 7,581 | | | 4,290 | | | 3,291 | | | 76.7 | % |
| General and administrative | 8,291 | | | 6,558 | | | 1,733 | | | 26.4 | % |
| Depreciation, amortization and accretion expense | 12,959 | | | 6,863 | | | 6,096 | | | 88.8 | % |
| Acquisition and entity formation costs | 1,369 | | | 52 | | | 1,317 | | | * |
| Loss (gain) on fair value remeasurement of contingent consideration | 50 | | | (1,140) | | | 1,190 | | | (104.4) | % |
| Stock-based compensation | 4,256 | | | 2,657 | | | 1,599 | | | 60.2 | % |
| Total operating expenses | $ | 34,506 | | | $ | 19,280 | | | $ | 15,226 | | | 79.0 | % |
| Operating income | 12,007 | | | 5,482 | | | 6,525 | | | 119.0 | % |
| Other (income) expense | | | | | | | |
| Change in fair value of redeemable warrant liability | — | | | (4,659) | | | 4,659 | | | (100.0) | % |
| Change in fair value of Alignment Shares liability | (2,805) | | | (16,705) | | | 13,900 | | | (83.2) | % |
| Other expense (income), net | 1,789 | | | (608) | | | 2,397 | | | * |
| Interest expense, net | 8,524 | | | 5,173 | | | 3,351 | | | 64.8 | % |
| Total other expense (income) | $ | 7,508 | | | $ | (16,799) | | | $ | 24,307 | | | (144.7) | % |
| Income before income tax expense | $ | 4,499 | | | $ | 22,281 | | | $ | (17,782) | | | (79.8) | % |
| Income tax expense | (1,129) | | | (707) | | | (422) | | | 59.7 | % |
| Net income | $ | 3,370 | | | $ | 21,574 | | | $ | (18,204) | | | (84.4) | % |
| Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (3,455) | | | (2,541) | | | (914) | | | 36.0 | % |
| Net income attributable to Altus Power, Inc. | $ | 6,825 | | | $ | 24,115 | | | $ | (17,290) | | | (71.7) | % |
| Net income per share attributable to common stockholders | | | | | | | |
| Basic | $ | 0.04 | | | $ | 0.16 | | | $ | (0.12) | | | (75.0) | % |
| Diluted | $ | 0.04 | | | $ | 0.16 | | | $ | (0.12) | | | (75.0) | % |
| Weighted average shares used to compute net income per share attributable to common stockholders | | | | | | | |
| Basic | 158,719,684 | | | 153,310,068 | | | 5,409,616 | | | 3.5 | % |
| Diluted | 158,978,275 | | | 153,954,843 | | | 5,023,432 | | | 3.3 | % |
* Percentage is not meaningful
Operating revenues, net
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | Change | | % |
| (in thousands) | | | | |
| Power sales under PPAs | $ | 16,641 | | | $ | 6,730 | | | $ | 9,911 | | | 147.3 | % |
| Power sales under NMCAs | 13,297 | | | 7,822 | | | 5,475 | | | 70.0 | % |
| Power sales on wholesale markets | 568 | | | 1,155 | | | (587) | | | (50.8) | % |
| Total revenue from power sales | 30,506 | | | 15,707 | | | 14,799 | | | 94.2 | % |
| Solar renewable energy credit revenue | 13,526 | | | 7,975 | | | 5,551 | | | 69.6 | % |
| Rental income | 986 | | | 785 | | | 201 | | | 25.6 | % |
| Performance based incentives | 464 | | | 295 | | | 169 | | | 57.3 | % |
| Revenue recognized on contract liabilities | $ | 1,031 | | | $ | — | | | $ | 1,031 | | | 100.0 | % |
| Total | $ | 46,513 | | | $ | 24,762 | | | $ | 21,751 | | | 87.8 | % |
Operating revenues, net increased by $21.8 million, or 87.8%, for the three months ended June 30, 2023, compared to the three months ended June 30, 2022, primarily due to the increased number of operating solar energy facilities in our portfolio.
Cost of operations
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Cost of operations (exclusive of depreciation and amortization shown separately below) | $ | 7,581 | | | $ | 4,290 | | | $ | 3,291 | | | 76.7 | % |
Cost of operations increased by $3.3 million, or 76.7%, during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to the increased number of operating solar energy facilities in our portfolio.
General and administrative
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| General and administrative | $ | 8,291 | | | $ | 6,558 | | | $ | 1,733 | | | 26.4 | % |
General and administrative expense increased by $1.7 million, or 26.4%, during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to increase in general personnel costs resulting from increased headcount in multiple job functions.
Depreciation, amortization and accretion expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Depreciation, amortization and accretion expense | $ | 12,959 | | | $ | 6,863 | | | $ | 6,096 | | | 88.8 | % |
Depreciation, amortization and accretion expense increased by $6.1 million, or 88.8%, during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to the increased number of operating solar energy facilities in our portfolio.
Acquisition and entity formation costs
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Acquisition and entity formation costs | $ | 1,369 | | | $ | 52 | | | $ | 1,317 | | | * |
* Percentage is not meaningful
Acquisition and entity formation costs increased by $1.3 million during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to costs associated with the True Green II Acquisition.
Loss (gain) on fair value remeasurement of contingent consideration
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Loss (gain) on fair value remeasurement of contingent consideration | $ | 50 | | | $ | (1,140) | | | $ | 1,190 | | | (104.4) | % |
Loss (gain) on fair value remeasurement of contingent consideration is primarily associated with the Solar Acquisition (as defined in Note 7, “Fair Value Measurements"). Loss on fair value remeasurement was recorded for the three months ended June 30, 2023, due to changes in the values of significant assumptions used in the measurement, including the estimated market power rates.
Stock-based compensation
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Stock-based compensation | $ | 4,256 | | | $ | 2,657 | | | $ | 1,599 | | | 60.2 | % |
Stock-based compensation increased by $1.6 million, or 60.2%, during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to restricted stock units granted under the Omnibus Incentive Plan (as defined in Note 14, "Stock-Based Compensation," to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q), which was adopted on July 12, 2021.
Change in fair value of redeemable warrant liability line
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Change in fair value of redeemable warrant liability | $ | — | | | $ | (4,659) | | | $ | 4,659 | | | (100.0) | % |
In connection with the Merger, the Company assumed a redeemable warrant liability. As discussed in
Note 7, "Fair Value Measurements" all outstanding warrants were redeemed on October 17, 2022, thus, no gain or loss on remeasurement of redeemable warrant liability was recognized for the
Statement of Operations.As the Redeemable Warrants, effective February 1, 2021, are separately traded on NYSE under the symbol “CBAH WS,” as of March 31, 2021, thethree months ended June 30, 2023.
Change in fair value of Alignment Shares liability
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Change in fair value of Alignment Shares liability | $ | (2,805) | | | $ | (16,705) | | | $ | 13,900 | | | (83.2) | % |
In connection with the Redeemable WarrantsMerger, the Company assumed a liability related to Alignment Shares, which was determined basedremeasured as of June 30, 2023, and the resulting gain was included in the condensed consolidated statement of operations. The gain was primarily driven by the decrease in the Company's stock price as of June 30, 2023, compared to March 31, 2023.
Other expense (income), net
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Other expense (income), net | $ | 1,789 | | | $ | (608) | | | $ | 2,397 | | | * |
* Percentage is not meaningful
Other expense was approximately $1.8 million during the three months ended June 30, 2023, as compared to other income of $0.6 million during the three months ended June 30, 2022, due to miscellaneous other income and expense items during each period.
Interest expense, net
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Interest expense, net | $ | 8,524 | | | $ | 5,173 | | | $ | 3,351 | | | 64.8 | % |
Interest expense increased by $3.4 million, or 64.8%, during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to the increase of outstanding debt held by the Company. The increase was partially offset by $2.8 million of unrealized gain on interest rate swaps during the quoted trading pricethree months ended June 30, 2023.
Income tax expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Income tax expense | $ | (1,129) | | | $ | (707) | | | $ | (422) | | | 59.7 | % |
For the three months ended June 30, 2023, the Company recorded an income tax expense of these instruments. As$1.1 in relation to pretax income of December 31, 2020,$4.5 million, which resulted in an effective income tax rate of 24.4%. The effective income tax rate was primarily impacted by $2.5 million of income tax benefit related to fair value adjustments on Alignment Shares, $1.4 million of income tax expense associated with nondeductible compensation, $0.8 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, $0.2 million of state income tax expense, and $0.3 million of income tax expense related to other miscellaneous items.
Related to the $2.5 million of income tax benefit, the Company has issued Alignment Shares. These awards are liability classified awards for U.S. GAAP, and, as such, they are required to be remeasured to fair value each reporting period with the change in value included in operating income. The Alignment Shares are considered equity awards for U.S. tax purposes. Therefore, the change in U.S. GAAP value does not result in taxable income or deduction. The U.S. GAAP change in fair value results in a permanent tax difference which impacts the Company’s estimated annual effective tax rate.
For the three months ended June 30, 2022, the Company recorded an income tax expense of $0.7 million in relation to a pretax income of $22.3 million, which resulted in an effective income tax rate of 3.2%. The effective income tax rate was primarily impacted by $4.3 million of income tax benefit related to fair value adjustments on redeemable warrants and Alignment Shares, $0.2 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, and $0.1 million of state income tax benefit.
Related to the $4.3 million of income tax benefit, the Company has issued redeemable warrants and Alignment Shares. These awards are liability classified awards for U.S. GAAP, and, as such, they are required to be remeasured to fair value each reporting period with the change in value included in operating income. The redeemable warrants and Alignment Shares are considered equity awards for U.S. tax purposes. Therefore, the change in U.S. GAAP value does not result in taxable income or deduction. The U.S. GAAP change in fair value results in a permanent tax difference which impacts the Company’s estimated annual effective tax rate.
Net loss attributable to redeemable noncontrolling interests and noncontrolling interests
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | $ | (3,455) | | | $ | (2,541) | | | $ | (914) | | | 36.0 | % |
Net loss attributable to redeemable noncontrolling interests and noncontrolling interests increased by $0.9 million, or 36.0%, during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to changes in funding provided by a tax equity investor and reduced recapture periods for investment tax credits.
Results of Operations – Six Months Ended June 30, 2023, Compared to Six Months Ended June 30, 2022 (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended
June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Operating revenues, net | $ | 75,891 | | | $ | 43,961 | | | $ | 31,930 | | | 72.6 | % |
| Operating expenses | | | | | | | |
| Cost of operations (exclusive of depreciation and amortization shown separately below) | 13,557 | | | 8,354 | | | 5,203 | | | 62.3 | % |
| General and administrative | 15,653 | | | 12,942 | | | 2,711 | | | 20.9 | % |
| Depreciation, amortization and accretion expense | 24,335 | | | 13,685 | | | 10,650 | | | 77.8 | % |
| Acquisition and entity formation costs | 2,860 | | | 346 | | | 2,514 | | | * |
| Loss (gain) on fair value remeasurement of contingent consideration | 100 | | | (971) | | | 1,071 | | | (110.3) | % |
| Stock-based compensation | 7,128 | | | 3,962 | | | 3,166 | | | 79.9 | % |
| Total operating expenses | $ | 63,633 | | | $ | 38,318 | | | $ | 25,315 | | | 66.1 | % |
| Operating income | 12,258 | | | 5,643 | | | 6,615 | | | 117.2 | % |
| Other (income) expense | | | | | | | |
| Change in fair value of redeemable warrant liability | — | | | (23,117) | | | 23,117 | | | (100.0) | % |
| Change in fair value of Alignment Shares liability | (19,823) | | | (63,051) | | | 43,228 | | | (68.6) | % |
| Other expense (income), net | 1,879 | | | (593) | | | 2,472 | | | * |
| Interest expense, net | 20,970 | | | 10,111 | | | 10,859 | | | 107.4 | % |
| Total other expense (income) | $ | 3,026 | | | $ | (76,650) | | | $ | 79,676 | | | (103.9) | % |
| Income before income tax expense | $ | 9,232 | | | $ | 82,293 | | | $ | (73,061) | | | (88.8) | % |
| Income tax expense | (2,017) | | | (584) | | | (1,433) | | | 245.4 | % |
| Net income | $ | 7,215 | | | $ | 81,709 | | | $ | (74,494) | | | (91.2) | % |
| Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (5,227) | | | (2,825) | | | (2,402) | | | 85.0 | % |
| Net income attributable to Altus Power, Inc. | $ | 12,442 | | | $ | 84,534 | | | $ | (72,092) | | | (85.3) | % |
| Net income per share attributable to common stockholders | | | | | | | |
| Basic | $ | 0.08 | | | $ | 0.55 | | | $ | (0.47) | | | (85.5) | % |
| Diluted | $ | 0.08 | | | $ | 0.55 | | | $ | (0.47) | | | (85.5) | % |
| Weighted average shares used to compute net income per share attributable to common stockholders | | | | | | | |
| Basic | 158,670,950 | | | 152,988,078 | | | 5,682,872 | | | 3.7 | % |
| Diluted | 160,747,045 | | | 153,771,992 | | | 6,975,053 | | | 4.5 | % |
* Percentage is not meaningful
Operating revenues, net
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | Change | | % |
| (in thousands) | | | | |
| Power sales under PPAs | $ | 25,627 | | | $ | 10,912 | | | $ | 14,715 | | | 134.9 | % |
| Power sales under NMCAs | 20,133 | | | 11,722 | | | 8,411 | | | 71.8 | % |
| Power sales on wholesale markets | 924 | | | 1,738 | | | (814) | | | (46.8) | % |
| Total revenue from power sales | 46,684 | | | 24,372 | | | 22,312 | | | 91.5 | % |
| Solar renewable energy credit revenue | 23,593 | | | 17,506 | | | 6,087 | | | 34.8 | % |
| Rental income | 1,612 | | | 1,429 | | | 183 | | | 12.8 | % |
| Performance based incentives | 2,562 | | | 654 | | | 1,908 | | | 291.7 | % |
| Revenue recognized on contract liabilities | $ | 1,440 | | | $ | — | | | $ | 1,440 | | | 100.0 | % |
| Total | $ | 75,891 | | | $ | 43,961 | | | $ | 31,930 | | | 72.6 | % |
Operating revenues, net increased by $31.9 million, or 72.6%, for the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to the increased number of operating solar energy facilities in our portfolio.
Cost of operations
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Cost of operations (exclusive of depreciation and amortization shown separately below) | $ | 13,557 | | | $ | 8,354 | | | $ | 5,203 | | | 62.3 | % |
Cost of operations increased by $5.2 million, or 62.3%, during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to the increased number of operating solar energy facilities in our portfolio.
General and administrative
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| General and administrative | $ | 15,653 | | | $ | 12,942 | | | $ | 2,711 | | | 20.9 | % |
General and administrative expense increased by $2.7 million, or 20.9%, during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to increase in general personnel costs resulting from increased headcount in multiple job functions.
Depreciation, amortization and accretion expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Depreciation, amortization and accretion expense | $ | 24,335 | | | $ | 13,685 | | | $ | 10,650 | | | 77.8 | % |
Depreciation, amortization and accretion expense increased by $10.7 million, or 77.8%, during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to the increased number of operating solar energy facilities in our portfolio.
Acquisition and entity formation costs
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Acquisition and entity formation costs | $ | 2,860 | | | $ | 346 | | | $ | 2,514 | | | * |
* Percentage is not meaningful
Acquisition and entity formation costs increased by $2.5 million during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to costs associated with the True Green II Acquisition.
Loss (gain) on fair value remeasurement of contingent consideration
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Loss (gain) on fair value remeasurement of contingent consideration | $ | 100 | | | $ | (971) | | | $ | 1,071 | | | (110.3) | % |
Loss (gain) on fair value remeasurement of contingent consideration is primarily associated with the Solar Acquisition (as defined in Note 7, “Fair Value Measurements"). Loss on fair value remeasurement was recorded for the six months ended June 30, 2023, due to changes in the values of significant assumptions used in the measurement, including the estimated market power rates.
Stock-based compensation
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Stock-based compensation | $ | 7,128 | | | $ | 3,962 | | | $ | 3,166 | | | 79.9 | % |
Stock-based compensation increased by $3.2 million, or 79.9%, during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to restricted stock units granted under the Omnibus Incentive Plan (as defined in Note 14, "Stock-Based Compensation," to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q), which was adopted on July 12, 2021.
Change in fair value of these instrumentsredeemable warrant liability
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Change in fair value of redeemable warrant liability | $ | — | | | $ | (23,117) | | | $ | 23,117 | | | (100.0) | % |
In connection with the Merger, the Company assumed a redeemable warrant liability. As discussed in Note 7, "Fair Value Measurements" all outstanding warrants were redeemed on October 17, 2022, thus, no gain or loss on remeasurement of redeemable warrant liability was estimated using Monte Carlo simulation. The key assumptionsrecognized for the six months ended June 30, 2023.
Change in fair value of Alignment Shares liability
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Change in fair value of Alignment Shares liability | $ | (19,823) | | | $ | (63,051) | | | $ | 43,228 | | | (68.6) | % |
In connection with the Merger, the Company assumed a liability related to Alignment Shares, which was remeasured as of June 30, 2023, and the resulting gain was included in the option pricing model utilized are assumptionscondensed consolidated statement of operations. The gain was primarily driven by the decrease in the Company's stock price as of June 30, 2023, compared to December 31, 2022.
Other expense (income), net
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Other expense (income), net | $ | 1,879 | | | $ | (593) | | | $ | 2,472 | | | * |
* Percentage is not meaningful
Other expense was approximately $1.9 million during the six months ended June 30, 2023, as compared to other income of $0.6 million during the six months ended June 30, 2022, due to miscellaneous other income and expense items during each period.
Interest expense, net
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Interest expense, net | $ | 20,970 | | | $ | 10,111 | | | $ | 10,859 | | | 107.4 | % |
Interest expense increased by $10.9 million, or 107.4%, during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to the increase of outstanding debt held by the Company.
Income tax expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Income tax expense | $ | (2,017) | | | $ | (584) | | | $ | (1,433) | | | 245.4 | % |
For the six months ended June 30, 2023, the Company recorded an income tax expense of $2.0 million in relation to pretax income of $9.2 million, which resulted in an effective income tax rate of 21.7%. The effective income tax rate was primarily impacted by $3.5 million of income tax benefit related to expected underlying share-price volatility, expected termfair value adjustments on Alignment Shares, $2.0 million of income tax expense associated with nondeductible compensation, $0.8 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, $0.4 million of state income tax expense, and $0.4 million of income tax expense related to other miscellaneous items.
Related to the warrants,$3.5 million of income tax benefit, the risk-free interest rateCompany has issued Alignment Shares. These awards are liability classified awards for U.S. GAAP, and, as such, they are required to be remeasured to fair value each reporting period with the change in value included in operating income. The Alignment Shares are considered equity awards for U.S. tax purposes. Therefore, the change in U.S. GAAP value does not result in taxable income or deduction. The U.S. GAAP change in fair value results in a permanent tax difference which impacts the Company’s dividend yield.estimated annual effective tax rate.
For the six months ended June 30, 2022, the Company recorded an income tax expense of $0.6 million in relation to a pretax income of $82.3 million, which resulted in an effective income tax rate of 0.7%. The expected volatilityeffective income tax rate was primarily impacted by $19.0 million of income tax benefit related to fair value adjustments on redeemable warrants and Alignment Shares, $1.6 million of income tax expense associated with nondeductible compensation, $0.6 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, and $0.1 million of state income tax benefit.
Related to the $19.0 million of income tax benefit, the Company has issued redeemable warrants and Alignment Shares. These awards are liability classified awards for U.S. GAAP, and, as of the December 15, 2020 was derived from observable public warrant pricing on comparable ‘blank-check’ companies that went public in 2019 and 2020. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumedsuch, they are required to be one year untilremeasured to fair value each reporting period with the closing ofchange in value included in operating income. The redeemable warrants and Alignment Shares are considered equity awards for U.S. tax purposes. Therefore, the change in U.S. GAAP value does not result in taxable income or deduction. The U.S. GAAP change in fair value results in a Business Combination,permanent tax difference which impacts the Company’s estimated annual effective tax rate.
Net loss attributable to redeemable noncontrolling interests and an estimated five year holding period, based on typicalnoncontrolling interests
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2023 | | 2022 | | $ | | % |
| (in thousands) | | | | |
| Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | $ | (5,227) | | | $ | (2,825) | | | $ | (2,402) | | | 85.0 | % |
Net loss attributable to redeemable noncontrolling interests and noncontrolling interests increased by $2.4 million, or 85.0%, during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to changes in funding provided by a tax equity investor holding periods. The dividend rate is based on the historical rate, whichand reduced recapture periods for investment tax credits.
Liquidity and Capital Resources
As of June 30, 2023, the Company
anticipateshad total cash and restricted cash of $84.1 million. For a discussion of our restricted cash, see Note 2, “Significant Accounting Policies, Cash, Cash Equivalents, and Restricted Cash,” to
remain at zero.NOTE 8—STOCK-BASED COMPENSATION
The Company sold an aggregateour condensed consolidated financial statements.
We seek to maintain diversified and cost-effective funding sources to finance and maintain our operations, fund capital expenditures, including customer acquisitions, and satisfy obligations arising from our indebtedness. Historically, our primary sources of
2,300,000 Alignment Shares toliquidity included proceeds from the
Sponsor on November 6, 2020. On November 27, 2020, the Sponsor sold 201,250 Alignment Shares to certainissuance of
the Company’s directors, or their respective designees,redeemable preferred stock, borrowings under our debt facilities, third party tax equity investors and
an officer ofcash from operations. Additionally, the Company
and forfeited 287,500 Alignment Shares due to an adjustment pursuant to the Initial Public Offering. See “Note 3—Initial Public Offering—Alignment Shares” for additional details. Asreceived cash proceeds of
December 31, 2020 and March 31, 2021, 2,012,500 Alignment Shares were issued and outstanding.On December 10, 2020, the Company sold an aggregate of 7,366,667 Private Placement Warrants at a price of $1.50 per warrant to the Sponsor in a private placement that occurred simultaneously with the completion of the Initial Public Offering. See “Note 3—Initial Public Offering—Private Placement Warrants” for additional details.
The Company determined that the incremental fair value over the price paid for the Alignment Shares and Private Placement Warrants would qualify as stock-based compensation within scope of ASC 718, “Compensation—Stock Compensation” (ASC 718)$293 million as a result of the servicesMerger. Our business model requires substantial outside financing arrangements to grow the Sponsorbusiness and directorsfacilitate the deployment of additional solar energy facilities. We will seek to raise additional required capital from borrowings under our existing debt facilities, third party tax equity investors and officerscash from operations.
The solar energy systems that are providingin service are expected to generate a positive return rate over the useful life, typically 32 years. After solar energy systems commence operations, they typically do not require significant additional capital expenditures to maintain operating performance. However, in order to grow, we are currently dependent on financing from outside parties. The Company will have sufficient cash and cash flows from operations to meet working capital, debt service obligations, contingencies and anticipated required capital expenditures for at least the next 12 months. However, we are subject to business and operational risks that could adversely affect our ability to raise additional financing. If financing is not available to us on acceptable terms if and when needed, we may be unable to finance installation of our new customers’ solar energy systems in a manner consistent with our past performance, our cost of capital could increase, or we may be required to significantly reduce the scope of our operations, any of which would have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, our tax equity funds and debt instruments impose restrictions on our ability to draw on financing commitments. If we are unable to satisfy such conditions, we may incur penalties for non-performance under certain tax equity funds, experience installation delays, or be unable to make installations in accordance with our plans or at all. Any of these factors could also impact customer satisfaction, our business, operating results, prospects and financial condition.
Contractual Obligations and Commitments
We enter into service agreements in the normal course of business. These contracts do not contain any minimum purchase commitments. Certain agreements provide for termination rights subject to termination fees or wind down costs.
Under such agreements, we are contractually obligated to make certain payments to vendors, mainly, to reimburse them for their unrecoverable outlays incurred prior to cancellation. The exact amounts of such obligations are dependent on the timing of termination, and the exact terms of the relevant agreement and cannot be reasonably estimated. As of June 30, 2023, we do not expect to cancel these agreements.
The Company has operating leases for land and building rooftops and has contractual commitments to make payments in accordance with site lease agreements.
Off-Balance Sheet Arrangements
The Company enters into letters of credit and surety bond arrangements with lenders, local municipalities, government agencies, and land lessors. These arrangements relate to certain performance-related obligations and serve as security under the applicable agreements. As of June 30, 2023 and December 31, 2022, the Company had outstanding letters of credit and surety bonds totaling $39.2 million and $15.4 million, respectively. Our outstanding letters of credit are primarily used to fund the debt service reserve accounts associated with our term loans. We believe the Company will fulfill the obligations under the related arrangements and do not anticipate any material losses under these letters of credit or surety bonds.
ATM Program
On April 6, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Nomura Securities International, Inc. (“Nomura”) and Truist Securities, Inc. (“Truist” and, together with Cantor and Nomura, the “Agents,” and each, an “Agent”). The Sales Agreement provides for the offer and sale of our Class A common stock from time to time through an “at the market offering” (“ATM”) program under which the Agents act as sales agent or principal, subject to certain limitations, including the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Pursuant to the prospectus supplement filed by the Company on dated April 6, 2023, the Company may offer and sell up to $200 million of shares of Class A common stock pursuant to the Sales Agreement. For the six months ended June 30, 2023, no shares of common stock were sold through the ATM equity program. Any issuances under the ATM are subject to approval of the Board.
Debt
APAF Term Loan
On August 25, 2021, APA Finance, LLC (“APAF”), a wholly owned subsidiary of the Company, entered into a $503.0 million term loan facility with Blackstone Insurance Solutions ("BIS") through a consortium of lenders, which consists of investment grade-rated Class A and Class B notes (the “APAF Term Loan”). The APAF Term Loan has a weighted average 3.51% annual fixed rate and matures on February 29, 2056 (“Final Maturity Date”).
The APAF Term Loan amortizes at an initial rate of 2.5% of outstanding principal per annum for a period of 8 years at which point the amortization steps up to 4% per annum until September 30, 2031 (“Anticipated Repayment Date”). After the Anticipated Repayment Date, the loan becomes fully-amortizing, and all available cash is used to pay down principal until the Final Maturity Date. The APAF Term Loan is secured by membership interests in the Company's subsidiaries.
As of June 30, 2023, the outstanding principal balance of the APAF Term Loan was $480.9 million less unamortized debt discount and loan issuance costs totaling $7.1 million. As of December 31, 2022, the outstanding principal balance of the APAF Term Loan was $487.2 million less unamortized debt discount and loan issuance costs totaling $7.6 million.
As of June 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the APAF Term Loan.
APAF II Term Loan
On December 23, 2022, APA Finance II, LLC (“APAF II”), a wholly owned subsidiary of the Company, entered into a $125.7 million term loan facility (the “APAF II Term Loan”) with KeyBank National Association ("KeyBank") and The Huntington Bank ("Huntington") as lenders. The proceeds of the APAF II Term Loan were used to repay the outstanding amounts under certain project-level loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on SOFR plus a spread of 1.475%. Simultaneously with entering into the APAF II Term Loan, the Company entered into interest rate swaps for 100% of the amount of debt outstanding, which effectively fixed the interest rate at 4.885% (see Note 7, "Fair Value Measurements," for further details).
As of June 30, 2023, the outstanding principal balance of the APAF II Term Loan was $118.8 million, less unamortized debt issuance costs of $2.4 million. As of December 31, 2022, the outstanding principal balance of the APAF II Term Loan was $125.7 million, less unamortized debt issuance costs of $2.7 million. As of June 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the APAF II Term Loan.
APAF III Term Loan
On February 15, 2023, the Company, through its subsidiaries, APA Finance III Borrower, LLC (the “Borrower”), and APA Finance III Borrower Holdings, LLC (“Holdings”) entered into a new long-term funding facility under the terms of a Credit Agreement, among the Borrower, Holdings, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “APAF III Term Loan”).
This funding facility provides for a term loan of $204.0 million at a fixed rate of 5.62%. The term loan has an anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the Borrower has the right to increase the funding facility to make additional draws for certain solar generating facilities, as set forth in the Credit Agreement. On February 15, 2023, the Company borrowed $193.0 million from this facility to fund the True Green II Acquisition and the associated costs and expenses, and expects to borrow the remaining $11.0 million upon the completion of certain development assets of the True Green II Acquisition when they are placed in service. The principal balance borrowed under the APAF III Term Loan was offset by $4.0 million of debt issuance costs and $6.3 million of issuance discount, which have been deferred and are recognized as interest expense through June 30, 2033.
On June 15, 2023, the Company amended the APAF III Term Loan to add an additional $47.0 million of borrowings, the proceeds of which were used to repay outstanding term loans under the Construction to Term Loan Facility, and to provide long-term financing for new solar projects. The principal balance borrowed under the amendment was offset by $0.3 million of issuance costs and $1.5 million of issuance discount, which have been deferred and are recognized as interest expense through June 30, 2033. Additionally, in conjunction with the amendment of the facility, the Company expensed $0.6 million of financing costs, which are included in Other expense, net in the condensed consolidated statements of operations.
As of June 30, 2023, the outstanding principal balance of the APAF III Term Loan was $238.8 million, less unamortized debt issuance costs and discount of $11.9 million. As of June 30, 2023, the Company was in compliance with all covenants under the APAF III Term Loan.
APAG Revolver
On December 19, 2022, APA Generation, LLC (“APAG”), a Business Combination.Under ASC 718, stock-based compensation associatedwholly owned subsidiary of the Company, entered into revolving credit facility with equity-classified awards is measuredCitibank, N.A. with a total committed capacity of $200.0 million (the "
APAG Revolver"). Outstanding amounts under the APAG Revolver have a variable interest rate based on a base rate and an applicable margin. The APAG Revolver matures on December 19, 2027. As of June 30, 2023, and December 31, 2022, outstanding under the APAG Revolver were $40.0 million and zero, respectively. As of June 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the APAG Revolver. Other Term Loans - Construction to Term Loan Facility
On January 10, 2020, APA Construction Finance, LLC (“APACF”) a wholly-owned subsidiary of the Company, entered into a credit agreement with Fifth Third Bank, National Association and Deutsche Bank AG New York Branch to fund the development and construction of future solar facilities (“Construction Loan to Term Loan Facility”). The Construction Loan to Term Loan Facility included a construction loan commitment of $187.5 million, which expired on January 10, 2023.
The construction loan commitment can convert to a term loan upon commercial operation of a particular solar energy facility. In addition, the Construction Loan to Term Loan Facility accrued a commitment fee at a rate equal to 0.50% per year of the daily unused amount of the commitment. On June 15, 2023, the Company repaid all outstanding term loans of $15.8 million and terminated the facility. In conjunction with the repayment, the Company incurred a loss on extinguishment of debt of $0.1 million included in Other expense (income), net in the condensed consolidated statements of operations.
As of December 31, 2022, the outstanding principal balances of the construction loan and term loan were zero and $15.9 million, respectively, and the Company had an unused borrowing capacity of $171.6 million. Outstanding amounts under the Construction to Term Loan Facility were secured by a first priority security interest in all of the property owned by APACF and each of its project companies. The Construction Loan to Term Loan Facility included various financial and other covenants for
APACF and the Company, as guarantor. As of December 31, 2022, the Company was in compliance with all covenants under the Construction to Term Loan Facility.
Other Term Loans - Project-Level Term Loan
In conjunction with an acquisition of assets on August 29, 2022, the Company assumed a project-level term loan with an outstanding principal balance of $14.1 million and a fair value upon the grant date and recognized over the requisite service period.discount of $2.2 million. The Alignment Shares and Private Placement Warrants were grantedterm loan is subject to a performance condition (i.e.,scheduled semi-annual amortization and interest payments, and matures on September 1, 2029.
As of June 30, 2023, the occurrence of a Business Combination ), as well as various market conditions (i.e., stock price targets after consummationoutstanding principal balance of the Business Combination). term loan is $12.6 million, less unamortized debt discount of $1.9 million. As of December 31, 2022, the outstanding principal balance of the term loan is $12.6 million, less unamortized debt discount of $2.2 million.
The various market conditions are consideredterm loan is secured by an interest in determining the grant date fair valueunderlying solar project assets and the revenues generated by those assets. As of June 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the Project-Level Term Loan.
Financing Obligations Recognized in Failed Sale Leaseback Transactions
From time to time, the Company sells equipment to third parties and enters into master lease agreements to lease the equipment back for an agreed-upon term. The Company has assessed these instrumentsarrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with ASC 842. Therefore, the Company accounts for these transactions using Monte Carlo simulation. Compensation expense relatedthe financing method by recognizing the consideration received as a financing obligation, with the assets subject to the Alignment Shares and Private Placement Warrants is recognized only whentransaction remaining on the satisfactionbalance sheet of the performance condition is probable. Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as long-term debt within the condensed consolidated balance sheets.
As Marchof June 30, 2023, the Company's recorded financing obligations were $42.8 million, net of $1.0 million of deferred transaction costs. As of December 31, 2020,2022, the Company determined that a Business Combination is not considered probable,Company's recorded financing obligations were $35.6 million, net of $1.1 million of deferred transaction costs. Payments $0.8 million and therefore, no stock-based compensation$0.6 million were made under financing obligations for the three months ended June 30, 2023, and 2022, respectively. Payments of $1.0 million and $0.8 million were made under financing obligations for the and six months ended June 30, 2023 and 2022, respectively. Interest expense, has been recognized through March 31, 2021. Unrecognized stock-based compensationinclusive of the amortization of deferred transaction costs for the three months ended June 30, 2023 and 2022, was $0.4 million and $0.4 million, respectively. Interest expense, in excessinclusive of $250the amortization of deferred transaction costs for the six months ended June 30, 2023 and 2022, was $0.8 million would be recognized atand $0.7 million, respectively.
Cash Flows
For the date a Business Combination is considered probable (i.e., upon consummation).Six Months Ended June 30, 2023 and 2022
