UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2023~~2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-04321

ALTUS POWER, INC.

(Exact name of registrant as specified in its charter)

Delaware

85-3448396

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2200 Atlantic Street, Sixth Floor

Stamford,

06902

(Address of Principal Executive Offices)

(Zip Code)

(203)-698-0090

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	AMPS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
~~Non-accelerated filer~~	☒	~~Smaller reporting company~~	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~May 13, 2023,~~April 30, 2024, there were ~~158,989,953~~159,874,981 shares of Class A common stock outstanding and ~~1,006,250~~796,950 shares of Class B common stock outstanding.

Table of Contents


Part I - Financial Information
Item 1. Financial Statements			4
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Income			5
Condensed Consolidated Balance Sheets			6
Condensed Consolidated Statements of Changes in ~~Stockholders'~~ Equity			8
Condensed Consolidated Statements of Cash Flows			9
Notes to Condensed Consolidated Financial Statements			11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			3335
Item 3. Quantitative and Qualitative Disclosures About Market Risk			4952
Item 4. Controls and Procedures			5053
Part II - Other Information
Item 1. Legal Proceedings			5154
Item 1A. Risk Factors			5154
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5154
Item 3. Defaults Upon Senior Securities			5154
Item 4. Mine Safety Disclosures			5154
Item 5. Other Information			5154
Item 6. Exhibits			5155
Signatures			5256

Table of Contents

Part I. Financial ~~Statements~~Information

Item 1. Financial Statements

Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except share and per share data)


		Three Months Ended March 31,				Three Months Ended March 31,
		2023		2022		2024	2023
Operating revenues, net	Operating revenues, net	$	29,378	$	19,199
Operating expenses	Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)	Cost of operations (exclusive of depreciation and amortization shown separately below)	5,976		4,064
Cost of operations (exclusive of depreciation and amortization shown separately below)
Cost of operations (exclusive of depreciation and amortization shown separately below)
General and administrative	General and administrative	7,362		6,384
Depreciation, amortization and accretion expense	Depreciation, amortization and accretion expense	11,376		6,822
Acquisition and entity formation costs	Acquisition and entity formation costs	1,491		294
Loss on fair value remeasurement of contingent consideration		50		169
(Gain) loss on fair value remeasurement of contingent consideration, net
Gain on disposal of property, plant and equipment
Stock-based compensation	Stock-based compensation	2,872		1,305
Total operating expenses	Total operating expenses	$	29,127	$	19,038
Operating income		251		161
Operating (loss) income
Other (income) expense	Other (income) expense
Change in fair value of redeemable warrant liability		—		(18,458)
Change in fair value of alignment shares liability		(17,018)		(46,346)
Other expense, net		90		15
Change in fair value of Alignment Shares liability
Change in fair value of Alignment Shares liability
Change in fair value of Alignment Shares liability
Other (income) expense, net
Interest expense, net	Interest expense, net	12,446		4,938
Total other income		$	(4,482)	$	(59,851)
Income before income tax (expense) benefit		$	4,733	$	60,012
Income tax (expense) benefit		(888)		123
Total other income, net
Income before income tax expense
Income tax expense
Net income	Net income	$	3,845	$	60,135
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(1,772)		(284)
Net income attributable to Altus Power, Inc.	Net income attributable to Altus Power, Inc.	$	5,617	$	60,419
Net income per share attributable to common stockholders	Net income per share attributable to common stockholders
Basic	Basic	$	0.04	$	0.39
Basic
Basic
Diluted	Diluted	$	0.03	$	0.39
Weighted average shares used to compute net income per share attributable to common stockholders	Weighted average shares used to compute net income per share attributable to common stockholders
Basic	Basic	158,621,674		152,662,512
Basic
Basic
Diluted	Diluted	161,003,402		153,586,538

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(In thousands)


		Three Months Ended March 31,				Three Months Ended March 31,
		2023		2022		2024	2023
Net income	Net income	$	3,845	$	60,135
Other comprehensive income (loss)
Other comprehensive loss
Foreign currency translation adjustment
Foreign currency translation adjustment
Foreign currency translation adjustment	Foreign currency translation adjustment	9		—
Unrealized loss on a cash flow hedge, net of tax	Unrealized loss on a cash flow hedge, net of tax	(771)		—
Reclassification of realized gain on cash flow hedge to net income
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	$	(762)	$	—
Total comprehensive income	Total comprehensive income	$	3,083	$	60,135
Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests	Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests	(1,772)		(284)
Comprehensive income attributable to Altus Power, Inc.	Comprehensive income attributable to Altus Power, Inc.	$	4,855	$	60,419

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Altus Power, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share data)


		As of March 31, 2023		As of December 31, 2022			As of March 31, 2024	As of December 31, 2023
Assets	Assets
Current assets:	Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	69,450	$	193,016
Current portion of restricted cash	Current portion of restricted cash	3,376		2,404
Accounts receivable, net	Accounts receivable, net	16,116		13,443
Other current assets	Other current assets	4,440		6,206
Total current assets	Total current assets	93,382		215,069
Restricted cash, noncurrent portion	Restricted cash, noncurrent portion	11,355		3,978
Property, plant and equipment, net	Property, plant and equipment, net	1,371,674		1,005,147
Intangible assets, net	Intangible assets, net	47,770		47,627
Operating lease asset	Operating lease asset	122,719		94,463
Derivative assets	Derivative assets	2,184		3,953
Other assets	Other assets	8,277		6,651
Total assets	Total assets	$	1,657,361	$	1,376,888
Liabilities, redeemable noncontrolling interests, and stockholders' equity	Liabilities, redeemable noncontrolling interests, and stockholders' equity
Current liabilities:	Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable
Accounts payable	Accounts payable	$	5,568	$	2,740
Construction payable	Construction payable	19,720		9,038
Interest payable	Interest payable	5,640		4,436
Purchase price payable, current	Purchase price payable, current	14,454		12,077
Due to related parties	Due to related parties	213		112
Current portion of long-term debt, net	Current portion of long-term debt, net	32,549		29,959
Operating lease liability, current	Operating lease liability, current	3,704		3,339
Contract liability, current	Contract liability, current	4,223		2,590
Other current liabilities	Other current liabilities	10,210		3,937
Total current liabilities	Total current liabilities	96,281		68,228
Alignment shares liability		49,116		66,145
Alignment Shares liability
Long-term debt, net of unamortized debt issuance costs and current portion	Long-term debt, net of unamortized debt issuance costs and current portion	835,729		634,603
Intangible liabilities, net	Intangible liabilities, net	15,461		12,411
Purchase price payable, noncurrent		7,287		6,940
Asset retirement obligations	Asset retirement obligations	13,512		9,575
Operating lease liability, noncurrent	Operating lease liability, noncurrent	129,609		94,819
Contract liability, noncurrent	Contract liability, noncurrent	7,036		5,397
Deferred tax liabilities, net	Deferred tax liabilities, net	11,329		11,011
Other long-term liabilities	Other long-term liabilities	1,805		4,700
Total liabilities	Total liabilities	$	1,167,165	$	913,829
Commitments and contingent liabilities (Note 11)	Commitments and contingent liabilities (Note 11)					Commitments and contingent liabilities (Note 11)
Redeemable noncontrolling interests	Redeemable noncontrolling interests	24,343		18,133
Stockholders' equity	Stockholders' equity
Common stock $0.0001 par value; 988,591,250 shares authorized as of March 31, 2023, and December 31, 2022; 158,989,953 and 158,904,401 shares issued and outstanding as of March 31, 2023, and December 31, 2022		16		16
Common stock $0.0001 par value; 988,591,250 shares authorized as of March 31, 2024, and December 31, 2023; 159,874,981 and 158,999,886 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively
Common stock $0.0001 par value; 988,591,250 shares authorized as of March 31, 2024, and December 31, 2023; 159,874,981 and 158,999,886 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively
Common stock $0.0001 par value; 988,591,250 shares authorized as of March 31, 2024, and December 31, 2023; 159,874,981 and 158,999,886 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively
Additional paid-in capital	Additional paid-in capital	474,202		470,004
Accumulated deficit	Accumulated deficit	(40,302)		(45,919)
Accumulated other comprehensive loss		(762)		—
Accumulated other comprehensive income
Total stockholders' equity	Total stockholders' equity	$	433,154	$	424,101
Noncontrolling interests	Noncontrolling interests	32,699		20,825
Total equity	Total equity	$	465,853	$	444,926
Total liabilities, redeemable noncontrolling interests, and stockholders' equity		$	1,657,361	$	1,376,888
Total liabilities, redeemable noncontrolling interests, and equity

Table of Contents

The following table presents the assets and liabilities of the consolidated variable interest entities ~~(Refer~~(refer to Note 4).


(In thousands)	(In thousands)	As of March 31, 2023		As of December 31, 2022		(In thousands)	As of March 31, 2024	As of December 31, 2023
Assets of consolidated VIEs, included in total assets above:	Assets of consolidated VIEs, included in total assets above:
Cash
Cash
Cash	Cash	$	14,034	$	11,652
Current portion of restricted cash	Current portion of restricted cash	861		1,152
Accounts receivable, net	Accounts receivable, net	7,569		2,952
Other current assets	Other current assets	1,930		678
Restricted cash, noncurrent portion	Restricted cash, noncurrent portion	1,762		1,762
Property, plant and equipment, net	Property, plant and equipment, net	705,171		401,711
Intangible assets, net	Intangible assets, net	6,011		5,308
Operating lease asset	Operating lease asset	60,154		36,211
Other assets	Other assets	591		591
Total assets of consolidated VIEs	Total assets of consolidated VIEs	$	798,083	$	462,017
Liabilities of consolidated VIEs, included in total liabilities above:	Liabilities of consolidated VIEs, included in total liabilities above:
Accounts payable	Accounts payable	$	787	$	454
Construction payable		1,447		—
Purchase price payable, current		1,636		—
Accounts payable
Accounts payable
Operating lease liability, current	Operating lease liability, current	1,266		2,742
Current portion of long-term debt, net	Current portion of long-term debt, net	3,027		2,336
Contract liability		475		—
Contract liability, current
Other current liabilities	Other current liabilities	2		199
Long-term debt, net of unamortized debt issuance costs and current portion	Long-term debt, net of unamortized debt issuance costs and current portion	40,323		33,332
Intangible liabilities, net	Intangible liabilities, net	2,374		1,899
Asset retirement obligations	Asset retirement obligations	7,431		4,438
Operating lease liability, noncurrent	Operating lease liability, noncurrent	64,608		33,204
Contract liability		3,999		—
Contract liability, noncurrent
Other long-term liabilities	Other long-term liabilities	1		565
Total liabilities of consolidated VIEs	Total liabilities of consolidated VIEs	$	127,376	$	79,169

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN ~~STOCKHOLDERS'~~ EQUITY

(unaudited)

(In thousands, except share data)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity		Non Controlling Interests		Total Equity
	Shares	Amount
As of December 31, 2022	158,904,401	$	16	$	470,004	$	—	$	(45,919)	$	424,101	$	20,825	$	444,926
Stock-based compensation	83,541	—		2,813		—		—		2,813		—		2,813
Cash distributions to noncontrolling interests	—	—		—		—		—		—		(526)		(526)
Cash contributions from noncontrolling interests	—	—		—		—		—		—		1,737		1,737
Conversion of Alignment Shares to Class A Common Stock	2,011	—		11		—		—		11		—		11
Noncontrolling interests assumed through acquisitions	—	—		—		—		—		—		13,296		13,296
Redemption of redeemable noncontrolling interests	—	—		1,374						1,374				1,374
Other comprehensive loss	—	—		—		(762)		—		(762)				(762)
Net income (loss)	—	—		—		—		5,617		5,617		(2,633)		2,984
As of March 31, 2023	158,989,953	16		474,202		(762)		(40,302)		433,154		32,699		465,853

Common Stock Additional
Paid-in Capital Accumulated Other Comprehensive Loss Accumulated
Deficit Total
Stockholders'
Equity Non
Controlling
Interests Total Equity
Shares Amount
As of December 31, 2021 153,648,830 $ 15 $ 406,259 $ — $ (101,356) $ 304,918 $ 21,093 $ 326,011
Stock-based compensation — — 1,305 — — 1,305 — 1,305
Cash distributions to noncontrolling interests — — — — — — (330) (330)
Equity issuance costs — — (712) — — (712) — (712)
Conversion of alignment shares to Class A Common Stock and exercised warrants — — 15 — — 15 — 15
Net income (loss) — — — — 60,419 60,419 (402) 60,017
As of March 31, 2022 153,648,830 15 406,867 — (40,937) 365,945 20,361 386,306

Common Stock Additional
Paid-in Capital Accumulated Other Comprehensive Loss Accumulated
Deficit Total
Stockholders'
Equity Non
Controlling
Interests Total Equity
Shares Amount
As of December 31, 2022 158,904,401 $ 16 $ 470,004 $ — $ (45,919) $ 424,101 $ 20,825 $ 444,926
Stock-based compensation 83,541 — 2,813 — — 2,813 — 2,813
Cash distributions to noncontrolling interests — — — — — — (526) (526)
Cash contributions from noncontrolling interests — — — — — — 1,737 1,737
Conversion of alignment shares to Class A Common Stock and exercised warrants 2,011 — 11 — — 11 — 11
Noncontrolling interests assumed through acquisitions — — — — — — 13,296 13,296
Redemption of redeemable noncontrolling interests — — 1,374 — — 1,374 — 1,374
Other comprehensive loss — — — (762) — (762) — (762)
Net income (loss) — — — — 5,617 5,617 (2,633) 2,984
As of March 31, 2023 158,989,953 $ 16 $ 474,202 $ (762) $ (40,302) $ 433,154 $ 32,699 $ 465,853


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders' Equity		Non Controlling Interests		Total Equity
	Shares	Amount
As of December 31, 2023	158,999,886	$	16	$	485,063	$	17,273	$	(55,274)	$	447,078	$	51,889	$	498,967
Stock-based compensation, net of withholding taxes	873,104	—		3,335		—		—		3,335		—		3,335
Cash distributions to noncontrolling interests	—	—		—		—		—		—		(899)		(899)
Conversion of Alignment Shares to Class A Common Stock	1,991	—		10		—		—		10		—		10
Noncontrolling interests assumed through acquisitions	—	—		—		—		—		—		2,100		2,100
Other comprehensive loss	—	—		—		(395)		—		(395)		—		(395)
Net income	—	—		—		—		7,509		7,509		(2,575)		4,934
As of March 31, 2024	159,874,981	$	16	$	488,408	$	16,878	$	(47,765)	$	457,537	$	50,515	$	508,052

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)


		Three Months Ended March 31,				Three Months Ended March 31,
		2023		2022		2024	2023
Cash flows from operating activities	Cash flows from operating activities
Net income	Net income	$	3,845	$	60,135
Net income
Net income
Adjustments to reconcile net income to net cash from operating activities:	Adjustments to reconcile net income to net cash from operating activities:
Depreciation, amortization and accretion	Depreciation, amortization and accretion	11,376		6,822
Non-cash lease expense		112		—
Deferred tax expense (benefit)		888		(130)
Depreciation, amortization and accretion
Depreciation, amortization and accretion
Non-cash lease transactions
Deferred tax expense
Amortization of debt discount and financing costs	Amortization of debt discount and financing costs	753		711
Change in fair value of redeemable warrant liability		—		(18,458)
Change in fair value of alignment shares liability		(17,018)		(46,346)
Change in fair value of Alignment Shares liability
Remeasurement of contingent consideration	Remeasurement of contingent consideration	50		169
Gain on disposal of property, plant and equipment
Reclassification of realized gain on cash flow hedge to net income
Stock-based compensation	Stock-based compensation	2,813		1,305
Other	Other	138		283
Changes in assets and liabilities, excluding the effect of acquisitions	Changes in assets and liabilities, excluding the effect of acquisitions
Accounts receivable
Accounts receivable
Accounts receivable	Accounts receivable	1,685		724
Due to related parties	Due to related parties	101		—
Derivative assets	Derivative assets	1,769		(901)
Other assets	Other assets	1,206		769
Accounts payable	Accounts payable	2,828		(1,197)
Interest payable	Interest payable	1,204		(99)
Contract liability	Contract liability	152		—
Other liabilities	Other liabilities	2,323		(288)
Net cash provided by operating activities	Net cash provided by operating activities	14,225		3,499
Cash flows used for investing activities	Cash flows used for investing activities
Capital expenditures	Capital expenditures	(24,844)		(6,571)
Payments to acquire businesses, net of cash and restricted cash acquired		(288,241)		—
Capital expenditures
Capital expenditures
Payments to acquire renewable energy businesses, net of cash and restricted cash acquired
Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired	Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired	(6,350)		—
Proceeds from disposal of property, plant and equipment
Net cash used for investing activities	Net cash used for investing activities	(319,435)		(6,571)
Cash flows used for financing activities	Cash flows used for financing activities
Proceeds from issuance of long-term debt
Proceeds from issuance of long-term debt
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	204,687		—
Repayment of long-term debt	Repayment of long-term debt	(7,724)		(3,411)
Payment of debt issuance costs	Payment of debt issuance costs	(1,976)		(29)
Payment of deferred purchase price payable	Payment of deferred purchase price payable	(4,531)		—
Payment of equity issuance costs		—		(712)
Contributions from noncontrolling interests	Contributions from noncontrolling interests	1,737		—
Redemption of redeemable noncontrolling interests	Redemption of redeemable noncontrolling interests	(1,098)		—
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(1,102)		(568)
Net cash provided by (used for) financing activities		189,993		(4,720)
Net cash provided by financing activities
Net decrease in cash, cash equivalents, and restricted cash	Net decrease in cash, cash equivalents, and restricted cash	(115,217)		(7,792)
Cash, cash equivalents, and restricted cash, beginning of period	Cash, cash equivalents, and restricted cash, beginning of period	199,398		330,321
Cash, cash equivalents, and restricted cash, end of period	Cash, cash equivalents, and restricted cash, end of period	$	84,181	$	322,529

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents


		Three Months Ended March 31,
		2023		2022
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
Supplemental cash flow disclosure	Supplemental cash flow disclosure
Cash paid for interest	Cash paid for interest	$	6,509	$	4,935
Cash paid for interest
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities	Non-cash investing and financing activities
Asset retirement obligations
Asset retirement obligations
Asset retirement obligations	Asset retirement obligations	$	3,847	$	—
Debt assumed through acquisitions	Debt assumed through acquisitions	8,100		—
Noncontrolling interest assumed through acquisitions	Noncontrolling interest assumed through acquisitions	13,296		—
Redeemable noncontrolling interest assumed through acquisitions	Redeemable noncontrolling interest assumed through acquisitions	8,100		—
Accrued distributions to noncontrolling interests
Accrued deferred financing costs
Acquisitions of property and equipment included in construction payable	Acquisitions of property and equipment included in construction payable	10,872		—
Acquisitions of property, plant and equipment included in other current liabilities		—		1,066
Conversion of alignment shares into common stock		11
Conversion of Alignment Shares into common stock
Deferred purchase price payable	Deferred purchase price payable	7,069		—

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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)

1.General

Company Overview

Altus Power, Inc., a Delaware corporation (the “Company” or "“Altus Power"”), headquartered in Stamford, Connecticut, develops, owns, constructs and operates large-scale roof, ground and carport-based photovoltaic solar energy generation and storage systems, for the purpose of producing and selling electricity to credit worthy counterparties, including commercial and industrial, public sector and community solar customers, under long-term contracts. The ~~Solar~~solar energy facilities are owned by the Company in ~~project specific~~project-specific limited liability companies (the “Solar Facility Subsidiaries”).

On December 9, 2021 (the "“Closing Date"”), the Company merged (the “Merger”) with CBRE Acquisition Holdings, Inc. ("(“CBAH"”)~~, a special purpose acquisition company, consummated~~ and became listed on the ~~business combination pursuant to~~New York Stock Exchange under the ~~terms of the business combination agreement entered into on July 12, 2021 (the "Business Combination Agreement"), whereby, among other things, CBAH Merger Sub I, Inc. ("First Merger Sub") merged with and into Altus Power, Inc. (f/k/a Altus Power America, Inc.) ("Legacy Altus") with Legacy Altus continuing as the surviving corporation, and immediately thereafter Legacy Altus merged with and into CBAH Merger Sub II, Inc. ("Second Merger Sub") with Second Merger Sub continuing as the surviving entity and as a wholly owned subsidiary of CBAH (together with the merger with the First Merger Sub, the “Merger”). In connection with the closing of the Merger, CBAH changed its name to "Altus Power, Inc." and CBAH Merger Sub II (after merger with Legacy Altus) changed its name to "Altus Power, LLC.~~stock symbol "AMPS."

2.Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company prepares its unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission ("(“SEC"”) for interim financial reporting. The Company’s condensed consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest. All intercompany balances and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, ~~2022~~2023, filed with the Company’s ~~2022~~2023 annual report on Form 10-K on March ~~30, 2023,~~14, 2024, and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The information as of December 31, ~~2022,~~2023, included in the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of March 31, ~~2023,~~2024, and the results of operations and cash flows for the three months ended March 31, ~~2023,~~2024, and ~~2022.~~2023. The results of operations for the three months ended March 31, ~~2023,~~2024, are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual period.

~~Reclassifications~~

Certain prior year amounts have been reclassified for consistency with the current year financial statement presentation. Such reclassifications have no impact on previously reported net income, stockholders' equity, or cash flows. For the year ended December 31, 2022, $2.6 million was reclassified from other current liabilities to contract liability, current on the condensed consolidated balance sheet. This change had no impact on total current liabilities reported in the consolidated balance sheet. Further, for the three months ended March 31, 2022, $0.9 million was reclassified from unrealized gain on interest rate swaps in the adjustments to reconcile net income to net cash from operating activities section of the condensed consolidated statements of cash flows to derivative assets in the changes in assets, and liabilities, excluding the effect of acquisitions section of the condensed consolidated cash flows. This change had no impact on cash provided by operating activities in the consolidated statement of cash flows.

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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)~~

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

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 ~~alignment shares.~~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 chief operating decision makers ~~are~~is the ~~co-chief~~chief executive ~~officers.~~officer. Based on the financial information presented to 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,

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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)

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 March 31, 2023		As of December 31, 2022		As of March 31, 2024	As of December 31, 2023
Cash and cash equivalents	Cash and cash equivalents	$	69,450	$	193,016
Current portion of restricted cash	Current portion of restricted cash	3,376		2,404
Restricted cash, noncurrent portion	Restricted cash, noncurrent portion	11,355		3,978
Total	Total	$	84,181	$	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~~no customers that individually accounted for ~~15.6%~~over 10% of total accounts receivable, net as of March 31, ~~2023,~~2024 and ~~one customer~~no customers that individually accounted ~~for 15.0%~~over 10% of total ~~revenue~~operating revenues, net for the three months ended March 31, ~~2023.~~2024.

The Company had no customers that individually accounted for over 10% of total accounts receivable, net as of December 31, 2023. The Company had one customer that individually accounted for ~~28.0%~~over 10% (i.e., 15.0%) of total ~~accounts receivable as of December 31, 2022, and one customer that individually accounted for 11.7% of total revenue~~operating revenues, net for the three months ended March 31, ~~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)~~

2023.

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 Not Yet Adopted

In ~~June 2016,~~November 2023, the ~~Financial Accounting Standards Board~~FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require disclosure of incremental segment information and the title and position of the chief operating decision maker ("~~FASB~~CODM"). Registrants will be required to disclose significant segment expenses that are regularly provided to the CODM, as well as additional information on segment profit and loss measures and how such information is used by the CODM to assess segment performance and allocate resources. This ASU is effective for annual periods beginning in January 2024 and interim periods beginning in January 2025. The Company is currently evaluating the impact of this ASU, but does not currently expect it to have a material impact on its consolidated financial statements and related disclosures.

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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)

In December 2023, the 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 No. ~~2019-04~~.2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ~~new standard generally applies~~amendments in this update require enhanced income tax disclosures, particularly related to ~~financial assets~~a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation table, the update requires ~~those assets~~additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be ~~reported at the amount expected to be realized. The~~similarly disaggregated by federal, state, and foreign based on a quantitative threshold. This ASU is effective for fiscal years beginning after December 15, ~~2022, and interim periods within those fiscal years.~~2024, with early adoption permitted. The ~~Company has adopted this standard as of January 1, 2023 and the adoption did not have a material impact on the condensed 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 effectiveguidance shall be applied on a prospective basis ~~for fiscal years beginning after December 15, 2022, and was adopted by~~with the ~~Company on January 1, 2023.~~option to apply retrospectively. The Company ~~applied~~will apply the ~~provisions~~guidance upon the effective date. The Company is currently evaluating the impact of ~~ASU 2021-08~~ ~~to account for the True Green II Acquisition (defined in Note 5, "Acquisitions"),~~this update on its consolidated financial statements and ~~recognized $3.5 million of contract liability assumed through the business combination.~~related disclosures.

3.Revenue and Accounts Receivable

Disaggregation of ~~Revenue~~Total Operating Revenues, net

The following table presents the detail of total operating revenues, net as recorded in the unaudited condensed consolidated statements of operations:


		Three Months Ended March 31,				Three Months Ended March 31,
		2023		2022		2024	2023
Power sales under PPAs	Power sales under PPAs	$	8,986	$	4,182
Power sales under NMCAs	Power sales under NMCAs	6,836		3,910
Power sales on wholesale markets	Power sales on wholesale markets	356		573
Total revenue from power sales	Total revenue from power sales	16,178		8,665
Solar renewable energy credit revenue	Solar renewable energy credit revenue	10,067		9,531
Rental income	Rental income	626		644
Performance based incentives	Performance based incentives	2,098		359
Revenue recognized on contract liabilities	Revenue recognized on contract liabilities	409		—
Total		$	29,378	$	19,199
Other
Total operating revenues, net

Transaction price allocated to the remaining performance obligation

In accordance with optional exemptions available under Topic 606, the Company does not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which revenue is recognized at the amount to which the Company have the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.

Contracts with fixed consideration consist primarily of performance obligations to supply fixed quantities of SRECs. Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at inception of the contract. Most of the Company's solar renewable energy credit revenue is related to contracts with variable consideration.

The Company expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:

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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)


2024	$	14,958
2025	15,329
2026	11,498
2027	5,967
2028	1,029
Total	$	48,781

Accounts receivable

The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets:


		As of March 31, 2023		As of December 31, 2022		As of March 31, 2024	As of December 31, 2023
Power sales under PPAs	Power sales under PPAs	$	4,127	$	4,092
Power sales under NMCAs	Power sales under NMCAs	6,088		3,183
Power sales on wholesale markets	Power sales on wholesale markets	143		223
Total power sales	Total power sales	10,358		7,498
Solar renewable energy credits	Solar renewable energy credits	4,988		5,387
Rental income	Rental income	582		429
Performance based incentives	Performance based incentives	188		129
Total	Total	$	16,116	$	13,443

~~Payment is~~Payments for all accounts receivable in the above table are 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").~~from invoicing. As of both March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, the Company determined that the allowance for ~~uncollectible accounts~~credit losses is ~~$0.4~~$0.9 million.

Contract liabilities

The Company recognizes contract liabilities related to long-term agreements to sell ~~SRECs~~solar renewable energy credits ("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 March 31, 2024, the Company had current and non-current contract liabilities of $2.8 million and $6.1 million, respectively. As of December 31, 2023, the Company had current and non-current contract liabilities of ~~$4.2~~$2.9 million and ~~$7.0 million, respectively. As of December 31, 2022, the Company had current and non-current contract liabilities of $2.6 million and $5.4~~$5.6 million, respectively. The Company does not have any other significant contract asset or liability balances related to revenues.

Rental income

Rental income is primarily derived from the master lease agreement with Vitol (as described in Note 5, "Acquisitions"), as well as long-term PPAs accounted for as operating leases under ASC 842. 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 lessor. Certain leases include variable lease payments associated with production of solar facilities, which are recognized as rental income in period the energy is delivered. Maturities of fixed rental payments as of March 31, 2024, are as follows:

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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)


2024	$	6,803
2025	6,118
2026	2,892
2027	513
2028	514
Thereafter	5,255
Total	$	22,095

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 and, therefore, has consolidated the VIEs as of March 31, ~~2023,~~2024, and December 31, ~~2022.~~2023. No VIEs were deconsolidated during the three months ended March 31, ~~2023~~2024 and ~~2022.~~2023.

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 three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, 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 March 31, 2023		As of December 31, 2022		As of March 31, 2024	As of December 31, 2023
Current assets	Current assets	$	24,394	$	16,434
Non-current assets	Non-current assets	773,689		445,583
Total assets	Total assets	$	798,083	$	462,017
Current liabilities	Current liabilities	$	8,640	$	5,731
Non-current liabilities	Non-current liabilities	118,736		73,438
Total liabilities	Total liabilities	$	127,376	$	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 VIEs during the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, for which the Company determined that it is not the 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 three months ended March 31, 2023 and the year ended December 31, 2022, the Company consolidated thirty-five and twenty-six VIEs, respectively. No VIEs were deemed significant as of March 31, 2023 and December 31, 2022.

As discussed in Note 5, on January 11, 2023, the Company completed the Stellar MA Acquisition through obtaining a controlling 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 and the equity interests in the entity will transfer to the Company on the Closing Date. As a result of this acquisition, the 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.

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 March 31, 2023 the VIEs acquired through the True Green II Acquisition comprised of $10.7 million of current assets, $336.6 million of non-current assets, $4.5 million of current liabilities, and $46.0 million of non-current liabilities.

5.~~Acquisitions~~

~~2023 Acquisitions~~

~~Stellar MA Acquisition~~

~~On January 11, 2023, the Company acquired a 2.7 MW solar energy facility located in Massachusetts (the "Stellar MA Acquisition~~") from a third party for a total purchase price of $3.8 million. The acquisition was accounted for as an acquisition of a variable interest entity that does not constitute a business, refer to Note 4, "Variable Interest Entities." The Company acquired

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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)

~~$3.9 million~~The Company considered qualitative and quantitative factors in determining which VIEs are deemed significant. As of ~~property, plant~~March 31, 2024 and ~~equipment,~~December 31, 2023, the Company consolidated thirty-six and ~~$0.7 million~~thirty-five VIEs, respectively. No VIEs were deemed significant as of ~~operating lease asset,~~March 31, 2024 and ~~assumed $0.1 million of asset retirement obligations and $0.7 million of operating lease liability, noncurrent.~~December 31, 2023.

~~True Green II~~

5.Acquisitions

2024 Acquisitions

Vitol Acquisition

On ~~February 15, 2023, APA Finance III, LLC ("APAF III"), a~~January 31, 2024, the Company, through its wholly-owned subsidiary, ~~of the Company,~~Altus Power, LLC, acquired ~~a 220~~an 84 MW portfolio of 5520 operating ~~and 3 in development~~ solar energy facilities located across ~~eight~~five US states (the “~~True Green II~~Vitol Acquisition”). The portfolio was acquired from ~~True Green Capital Fund III, L.P.~~Vitol Solar I LLC (“~~True Green~~Vitol”) ~~for~~through an acquisition of 100% of the outstanding membership interests in 18 project companies and 100% of the outstanding Class B membership interest in a partnership which owns 2 project companies. The total ~~consideration of approximately $299.9 million. The~~ purchase price was approximately $119.7 million and ~~associated~~the 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~~The purchase price and associated transaction costs were funded by cash on hand. The purchase price is also subject to customary adjustments for working capital and other items.

In conjunction with the ~~PSA,~~acquisition, the Company ~~acquired 100% ownership interest~~entered into a master lease agreement to lease certain solar facilities back to Vitol, as well as an asset management agreement under which the Company will manage the solar facilities during the term of the master lease agreement. The master lease agreement is accounted for as an operating lease under ASC 842 and lease payments are included in ~~APAF III Operating, LLC, a holding entity that owns~~rental income within the ~~acquired~~condensed consolidated statement of operations. The lease term varies by solar ~~energy facilities.~~facility, with individual lease terms ending between 2024 and 2026.

The Company accounted for the ~~True Green II~~Vitol 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,~~January 31, 2024 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 the process of obtaining additional information for the valuation of acquired tangible and intangible assets as well as inputs utilized in the valuation of noncontrolling interests. 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 January 31, 2025.

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 January 31, 2024:

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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)


Assets
Accounts receivable	$	1,649
Property, plant and equipment	123,363
Operating lease asset	7,835
Other assets	1,691
Total assets acquired	134,538

Liabilities
Accounts payable	249
Intangible liabilities	2,370
Asset retirement obligation	1,374
Operating lease liability	7,187
Contract liability	1,130
Other liabilities	393
Total liabilities assumed	12,703
Non-controlling interests	2,100
Total fair value of consideration transferred	$	119,735

The fair value of consideration transferred, net of cash acquired, as of January 31, 2024, is determined as follows:


Cash consideration paid to Vitol on closing	$	119,690
Post-closing purchase price true-up	45
Total fair value of consideration transferred	$	119,735

The Company incurred approximately $0.7 million of acquisition related costs related to the Vitol Acquisition, which are recorded as part of Acquisition and entity formation costs in the condensed consolidated statement of operations for the three months ended March 31, 2024. Acquisition related costs include legal, consulting, and other transaction-related costs.

The impact of the Vitol Acquisition on the Company's revenue and net income in the consolidated statement of operations was an increase of $2.0 million and $1.2 million, respectively, for the three months ended March 31, 2024.

Intangibles at Acquisition Date

The Company attributed the intangible liability values to unfavorable rate revenue contracts to sell power and SRECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the assumed intangible liabilities as of the acquisition date:


	Fair Value (thousands)	Weighted Average Amortization Period
Unfavorable rate revenue contracts – PPA	(100)	11 years
Unfavorable rate revenue contracts – SREC	(2,270)	9 years

Unaudited Pro Forma Combined Results of Operations

The following unaudited pro forma combined results of operations give effect to the Vitol Acquisition as if it had occurred on January 1, 2023. 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 Vitol Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations.

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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 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 March 31, 2024 (unaudited)		For the three months ended March 31, 2023 (unaudited)
Operating revenues, net	$	41,281	$	31,474
Net income	4,866		3,722

Asset Acquisitions

During the three months ended March 31, 2024, the Company acquired a solar energy facility located in Massachusetts with a total nameplate capacity of 1.3 MW from a third party for a total purchase price of $4.0 million. The acquisition was accounted for as an acquisition of assets, whereby the Company acquired $4.0 million of property, plant and equipment and $0.6 million of operating lease assets, and assumed $0.6 million of operating lease liabilities. During the three months ended March 31, 2024, the Company also acquired land in Massachusetts from a third party for a total purchase price of $1.2 million.

2023 Acquisitions

Caldera Acquisition

On December 20, 2023, Altus Power, LLC, a wholly-owned subsidiary of the Company, acquired a 121 MW portfolio of 35 operating solar energy facilities located across six US states (the “Caldera Acquisition”). The portfolio was acquired from Project Hyperion Holdco LP (the “Seller”) for total consideration of $121.7 million. The purchase price and associated transaction costs were funded by the proceeds from an amendment of the APAF III Term Loan (as defined in Note 8, "Debt") and cash on hand. The Caldera Acquisition was made pursuant to the purchase and sale agreement (the "PSA") dated October 27, 2023, 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 Project Hyperion, LLC, a holding entity that owns the acquired solar energy facilities.

The Company accounted for the Caldera 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 December 20, 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.~~assets as well as inputs utilized in the valuation of noncontrolling interests. 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,~~December 20, 2024.

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 ~~February 15,~~December 20, 2023:


~~Assets~~
~~Accounts receivable~~	$	~~4,358~~
~~Property, plant and equipment~~	~~334,958~~
~~Intangible assets~~	~~850~~
~~Operating lease asset~~	~~32,053~~
~~Other assets~~	~~1,739~~
~~Total assets acquired~~	~~373,958~~

~~Liabilities~~
~~Long-term debt(1)~~	~~8,100~~
~~Intangible liabilities~~	~~4,100~~
~~Asset retirement obligation~~	~~3,795~~
~~Operating lease liability~~	~~37,723~~
~~Contract liability(2)~~	~~3,534~~
~~Total liabilities assumed~~	~~57,252~~
~~Redeemable non-controlling interests~~	~~8,100~~
~~Non-controlling interests~~	~~13,296~~
~~Total fair value of consideration transferred, net of cash acquired~~	$	~~295,310~~

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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 fair value of consideration transferred, net of cash acquired, as of February 15, 2023, is determined as follows:~~


~~Cash consideration paid to True Green on closing~~	$	~~212,850~~
~~Cash consideration paid to settle debt and interest rate swaps on behalf of True Green~~	~~76,046~~
~~Cash consideration in escrow accounts(3)~~	~~3,898~~
~~Purchase price payable(4)~~	~~7,069~~
~~Total fair value of consideration transferred~~	~~299,863~~
~~Restricted cash acquired~~	~~4,553~~
~~Total fair value of consideration transferred, net of cash acquired~~	$	~~295,310~~

~~(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 $1.5 million in 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 three months ended March 31, 2023.

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 $5.4 million and $3.6 million, respectively, for the three months ended March 31, 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.

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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 March 31, 2023 (unaudited) For the three months ended March 31, 2022 (unaudited)
Operating revenues $ 32,848 $ 29,472
Net income 6,429 62,568

~~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 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):~~


	Provisional accounting as of December 20, 2023		Measurement period adjustments		Adjusted provisional accounting as of December 20, 2023
Assets
Accounts receivable	$	876	$	—	$	876
Property, plant and equipment	131,728		(223)		131,505
Intangible assets	350		—		350

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)


Assets
Accounts receivable		$	2,001
Derivative assets		2,462
Operating lease asset
Other assets	Other assets	432
Property, plant and equipment		179,500
Operating lease asset		17,831
Intangible assets		29,479
Total assets acquired	Total assets acquired	231,705

Liabilities	Liabilities
Accounts payable		275
Accrued liabilities		746
Long-term debt		105,346
Liabilities
Liabilities
Intangible liabilities	Intangible liabilities	771
Intangible liabilities
Intangible liabilities
Asset retirement obligation
Operating lease liability	Operating lease liability	20,961
Contract liability(1)		7,200
Asset retirement obligation		1,508
Other liabilities
Total liabilities assumed	Total liabilities assumed	136,807
Non-controlling interests	Non-controlling interests	184
Total fair value of consideration transferred, net of cash acquired	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,~~December 20, 2023, is determined as follows:


~~Cash consideration to the seller on closing~~	$	~~82,235~~
~~Fair value of purchase price payable(2)~~	~~19,017~~
~~Working capital adjustment~~	~~(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~~



Cash consideration paid to seller on closing	$	80,942	$	—	$	80,942
Cash consideration paid to settle debt on behalf of seller	38,966		—		38,966
Purchase price payable(1)	4,189		—		4,189
Contingent consideration payable	2,600		—		2,600
Total fair value of consideration transferred	126,697		—		126,697
Cash and restricted cash acquired	4,969		74		5,043
Total fair value of consideration transferred, net of cash acquired	$	121,728	$	(74)	$	121,654

(1) ~~Acquired contract liabilities~~The Company paid the entire purchase price payable amount after the acquisition date but prior to December 31, 2023.

The contingent consideration is related to ~~long-term agreements to sell renewable energy credits that were fully prepaid by~~ the ~~customer prior to~~estimated earnout cash payment of a maximum of $8.0 million dependent on actual power generation of the acquired solar generating facilities during the 12-month period following the acquisition date. Refer to the Contingent Consideration section of Note 7, "Fair Value Measurements" for further information.

The Company ~~will recognize revenue associated with the contract liabilities as renewable energy credits are delivered~~incurred approximately $0.9 million of acquisition related costs related to the ~~customer through~~Caldera Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statement of operations for the year ended December 31, ~~2028.~~

~~(2)~~ ~~Purchase price outstanding as of December 31, 2022 is payable in three installments in two, twelve~~2023. Acquisition related costs include legal, consulting, 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 March 31, 2023, the Company paid DESRI $5.0 million of the outstanding purchase price payable net of $0.5 million working capital adjustment.other transaction-related costs.

Intangibles at Acquisition Date

The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell ~~power.~~SRECs. 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 – SREC	350	4 years
Unfavorable rate revenue contracts – SREC	(5,200)	3 years

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)


	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 March 31, 2023		As of December 31, 2022		Interest Type	Weighted average interest rate			As of March 31, 2024			As of December 31, 2023			Interest Type		Weighted average interest rate
Long-term debt	Long-term debt
APAF Term Loan	APAF Term Loan	$	484,037	$	487,179	Fixed	3.51	%
APAF Term Loan
APAF Term Loan										$	471,466		$	474,609		Fixed		3.51	%
APAF II Term Loan	APAF II Term Loan	121,745		125,668		Floating	SOFR + 1.475%		APAF II Term Loan	111,821		112,810		112,810	Floating*		Floating*			SOFR + 1.475%
APAF III Term Loan	APAF III Term Loan	193,000		—		Fixed	5.62	%	APAF III Term Loan	423,619		426,619		426,619	Fixed		Fixed			6.03	%
APAF IV Term Loan									APAF IV Term Loan	101,000			—			Fixed		6.45	%
APAGH Term Loan									APAGH Term Loan	100,000			100,000			Fixed		8.50	%
APAG Revolver	APAG Revolver	20,000		—		Floating	SOFR + 2.60%		APAG Revolver	65,000		65,000		65,000	Floating		Floating			SOFR + 1.60%
APACF II Facility									APACF II Facility	31,868			—			Floating		SOFR + 3.25%
Other term loans	Other term loans	28,384		28,483		Fixed and floating	5.18	%	Other term loans	11,000		11,000		11,000	Fixed		Fixed			3.04	%
Financing obligations recognized in failed sale leaseback transactions	Financing obligations recognized in failed sale leaseback transactions	44,344		36,724		Imputed	3.98	%	Financing obligations recognized in failed sale leaseback transactions	42,850		42,767		42,767	Imputed		Imputed			3.97	%
Total principal due for long-term debt	Total principal due for long-term debt	891,510		678,054
Unamortized discounts and premiums	Unamortized discounts and premiums	(8,207)		(2,088)
Unamortized discounts and premiums
Unamortized discounts and premiums
Unamortized deferred financing costs
Unamortized deferred financing costs
Unamortized deferred financing costs	Unamortized deferred financing costs	(15,025)		(11,404)
Less: Current portion of long-term debt	Less: Current portion of long-term debt	32,549		29,959
Less: Current portion of long-term debt
Less: Current portion of long-term debt
Long-term debt, less current portion	Long-term debt, less current portion	$	835,729	$	634,603
Long-term debt, less current portion
Long-term debt, less current portion

* 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 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 March 31, 2024, the outstanding principal balance of the APAF Term Loan was $471.5 million less unamortized debt discount and loan issuance costs totaling $6.5 million. As of December 31, 2023, the outstanding principal balance of the APAF Term Loan was ~~$484.0~~$474.6 million less unamortized debt discount and loan issuance costs totaling ~~$7.4 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~~$6.7 million.

As of March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, the Company was in compliance with all covenants under the APAF Term Loan.

APAF II 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)~~

certain project-level loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on the Secured Overnight Financing Rate (“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). The APAF II Term Loan is secured by membership interests in the Company's subsidiaries.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

As of March 31, 2024, the outstanding principal balance of the APAF II Term Loan was $111.8 million, less unamortized debt issuance costs of $2.0 million. As of December 31, 2023, the outstanding principal balance of the APAF II Term Loan was ~~$121.7~~$112.8 million, less unamortized debt issuance costs of ~~$2.6 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~~$2.2 million. As of March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, 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 “APAF IIIBorrower”), and APA Finance III Borrower Holdings, LLC (“Holdings”), entered into a new long-term funding facility under the terms of a ~~Credit Agreement,~~credit agreement among the APAF III 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~~APAF III Term Loan amortizes at a rate of 2.5% of initial outstanding principal until the anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the APAF III 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.~~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,~~expenses. The principal balance borrowed under the APAF III Term Loan was offset by $4.0 million of debt issuance costs and ~~expects~~$6.3 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033. The APAF III Term Loan is secured by membership interests in the Company's subsidiaries.

On June 15, 2023 and July 21, 2023, the Company amended the APAF III Term Loan to ~~borrow~~add $47.0 million and $28.0 million of additional borrowings, respectively, the ~~remaining $10.6~~proceeds of which were used to repay outstanding term loans under the Construction to Term Loan Facility (as defined below), and to provide long-term financing for new solar projects. The principal balance borrowed under the amendments was offset by $0.3 million ~~upon~~and $0.2 million of issuance costs, respectively, and $1.5 million and $1.1 million of issuance discount, respectively, which have been deferred and will be recognized as interest expense through June 30, 2033.

On December 20, 2023, the ~~completion~~Company amended the APAF III Term Loan to add $163.0 million of ~~certain development assets~~additional borrowings, the proceeds of which were used to fund the ~~True Green II Acquisition when they are placed in service.~~Caldera Acquisition. The amendment increased the weighted average fixed interest rate for all borrowings under the APAF III Term Loan to 6.03%, and increased the rate of amortization for the new borrowings under the amendment to 3.25% per annum until June 30, 2033. The principal balance borrowed under the amendment was offset by $1.3 million of issuance costs and $0.8 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033.

As of March 31, 2024, the outstanding principal balance of the APAF III Term Loan was $423.6 million, less unamortized debt issuance costs and discount of $14.0 million. As of December 31, 2023, the outstanding principal balance of the APAF III Term Loan was ~~$193.0~~$426.6 million, less unamortized debt issuance costs and discount of ~~$10.2~~$14.3 million. As of March 31, 2024, and December 31, 2023, the Company was in compliance with all covenants.

APAF IV Term Loan

On March 26, 2024, the Company, through its subsidiaries, APA Finance IV, LLC (the “APAF IVBorrower”), and APA Finance IV Holdings, LLC (“Holdings”) has entered into a new term loan facility under the terms of a credit agreement among the APAF IV 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 IV Term Loan”).

The APAF IV Term Loan, which matures on March 26, 2049, bears interest at a fixed rate of 6.45% per annum on outstanding principal amounts under the term loan. The Term Loan Facility has an anticipated repayment date of June 30, 2034. Upon lender approval, the APAF IV Borrower has the right to increase the Term Loan Facility to make additional draws for certain acquisitions of solar assets that otherwise satisfy the criteria for permitted acquisitions, as defined in the credit agreement. On March 26, 2024, the Company borrowed $101.0 million under the APAF IV Term Loan in connection with the Vitol Acquisition, which closed on January 31, 2024. The principal balance borrowed under the APAF IV Term Loan was offset by

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

$1.6 million of debt issuance costs, which have been deferred and will be recognized as interest expense through June 30, 2034. The APAF IV Term Loan is secured by membership interests in the Company's subsidiaries.

As of March 31, 2024, the outstanding principal balance of the APAF IV Term Loan was $101.0 million, less unamortized debt issuance costs and discount of $1.6 million. As of March 31, 2024, the Company was in compliance with all covenants under the APAF ~~III~~IV Term Loan.

APAGH Term Loan

On December 27, 2023, APA Generation Holdings, LLC (“APAGH” or the “APAGHBorrower”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “APAGH Term Loan”) with an affiliate of Goldman Sachs Asset Management and CPPIB Credit Investments III Inc., a subsidiary of Canada Pension Plan Investment Board, as “Lenders.” The total commitment under the credit agreement is $100.0 million. The Company can also allow for the funding of additional incremental loans in an amount not to exceed $100.0 million over the term of the credit agreement at the discretion of the Lenders. Subject to certain exceptions, the APAGH Borrower’s obligations to the Lenders are secured by the assets of the APAGH Borrower, its parent, Altus Power, LLC (“Holdings”) and the Company and are further guaranteed by Holdings and the Company.

Interest accrues on any outstanding balance at an initial fixed rate equal to 8.50%, subject to adjustments. The maturity date of the term loan is December 27, 2029.

On December 27, 2023, the Company borrowed $100.0 million under the APAGH Term Loan to fund future growth needs, which was partially offset by $3.0 million of issuance discount. The Company incurred $1.0 million of debt issuance costs related to the APAGH Term Loan, which have been deferred and will be recognized as interest expense through December 27, 2029.

As of March 31, 2024, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs of $3.8 million. As of December 31, 2023, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $4.0 million. As of March 31, 2024 and December 31, 2023, the Company was in compliance with all covenants.

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 is secured by membership interests in the Company's subsidiaries. The APAG Revolver matures on December 19, 2027. As of March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, there was $65.0 million outstanding under the APAG ~~Revolver were $20.0 million and zero, respectively.~~Revolver. As of March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, the Company was in compliance with all covenants under the APAG Revolver.

APACF II Facility

On November 10, 2023, APACF II, LLC (“APACF II” or the “APACF IIBorrower”) a wholly-owned subsidiary of the Company, entered into a credit agreement among the APACF II Borrower, APACF II Holdings, LLC, Pass Equipment Co., LLC, each of the project companies from time to time party thereto, each of the tax equity holdcos from time to time party thereto, U.S. Bank Trust Company, National Association, U.S. Bank National Association, each lender from time to time party thereto (collectively, the “Lenders”) and Blackstone Asset Based Finance Advisors LP, as Blackstone representative (“APACF II Facility”).

The aggregate amount of the commitments under the credit agreement is $200.0 million. The APACF II Facility matures on November 10, 2027, and bears interest at an annual rate of SOFR plus 3.25%. Borrowings under the APACF II Facility, which mature 364 days after the borrowing occurs, may be used by the APACF II Borrower to fund construction costs including equipment, labor, interconnection, as well as other development costs. The Company incurred $0.3 million of debt issuance costs related to the APACF II Facility, which have been deferred and will be recognized as interest expense through November 10, 2027. On January 19, 2024, the Company borrowed $31.9 million under the APACF II Facility, which was

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

offset by $0.6 million of debt issuance costs, which have been deferred and will be recognized as interest expense through November 10, 2027. The APACF II Facility is secured by membership interests in the Company's subsidiaries and other collateral, including equipment.

As of March 31, 2024, the outstanding principal balance of the APACF II Facility was $31.9 million, less unamortized debt issuance costs of $0.9 million. As of December 31, 2023, no amounts were outstanding under the APACF II Facility. As of March 31, 2024, the Company was in compliance with all covenants under the APACF II Facility.

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. As of March 31,~~On June 15, 2023, the Company repaid all outstanding ~~principal balances~~term loans of ~~the construction loan and term loan were zero and~~ $15.8 million ~~respectively. As of December 31, 2022,~~and terminated the outstanding principal balances of the construction loan and term loan were zero and $15.9 million, respectively. As of March 31, 2023, and December 31, 2022, the Company had an unused borrowing capacity of zero and $171.6 million, respectively. Outstanding amounts under the Construction to Term Loan Facility are 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 includes various financial and other covenants for APACF and the Company, as guarantor. As of March 31, 2023, and December 31, 2022, the Company was in compliance with all covenants under the Construction to Term Loan Facility.

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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)~~

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 March 31, 2024, the outstanding principal balance of the term loan is $11.0 million, less unamortized debt discount of $1.7 million. As of December 31, 2023, the outstanding principal balance of the term loan is ~~$12.6~~$11.0 million, less unamortized debt discount of ~~$2.1 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~~$1.8 million.

The term loan is secured by an interest in the underlying solar project assets and the revenues generated by those assets. As of March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, the Company was in compliance with all ~~covenants under the Project-Level Term Loan.~~covenants.

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~~As of March 31, 2024, the ~~total~~Company had $52.3 million of letters of credit outstanding and $51.1 million of unused ~~capacities under our letter~~capacity. As of December 31, 2023, the Company had $54.7 million of letters of credit ~~facilities as~~outstanding and $54.4 million of ~~March 31, 2023, and December 31, 2022 (in millions):~~

As of March 31, 2023 As of December 31, 2022
Letters of Credit Outstanding Unused Capacity Letters of Credit Outstanding Unused Capacity
Deutsche Bank $ 0.7 $ 11.8 $ 0.7 $ 11.8
Fifth Third Bank 12.1 — 12.1 —
CIT Bank, N.A. 0.5 — 0.6 —
KeyBank and Huntington 0.2 15.6 — 15.6
Citibank, N.A. 5.5 69.5 — 75.0
Total $ 19.0 $ 96.9 $ 13.4 $ 102.4

unused capacity. Additionally, as of March 31, ~~2023,~~2024 and December 31, ~~2022,~~2023, the Company had outstanding surety bonds of ~~$4.4~~$5.9 million and ~~$2.0~~$5.4 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.

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 the transaction remaining on the balance sheet of the 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 of March 31, ~~2023,~~2024, the Company's recorded financing obligations were ~~$43.3~~$41.9 million, net of ~~$1.0~~$0.9 million of deferred transaction costs. As of December 31, ~~2022,~~2023, the Company's recorded financing obligations were ~~$35.6~~$41.8 million, net of $1.1 million of deferred transaction costs. Payments of $0.2 million were made under financing obligations for the three months ended March 31, 2023 and 2022. Interest expense, inclusive of the amortization of deferred transaction costs for the three months ended March 31, 2023 and 2022, was $0.4 million.$0.9

2223

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

million of deferred transaction costs. Payments of $0.3 million and $0.2 million were made under financing obligations for the three months ended March 31, 2024, and 2023, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the three months ended March 31, 2024 and 2023, was $0.4 million.

During the three months ended March 31, 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 March 31, 2024, 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		$	2,795
2024	2024	3,021
2025	2025	3,023
2026	2026	2,995
2027	2027	2,986
2028
Thereafter	Thereafter	17,111
Total	Total	$	31,931

The difference between the outstanding ~~sale-leaseback~~ financing obligation of ~~$44.3~~$42.9 million and ~~$31.9~~$28.9 million of contractual payments due, including residual value guarantees, is due to $13.2 million of investment tax credits claimed by the ~~counterparty,~~respective counterparties, less ~~$2.2~~$2.6 million of the implied interest on financing ~~obligation~~obligations included in minimum lease payments. The remaining difference is due to ~~$2.3~~$3.8 million of interest accrued and a $0.4 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 sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal 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 assumptions that market participants would use to price an asset or liability.

The Company holds 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 carrying 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 recurring basis:

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(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)


		March 31, 2023
		Level 1		Level 2		Level 3		Total
	March 31, 2024											March 31, 2024
	Level 1									Level 1	Level 2	Level 3	Total
Assets	Assets
Cash equivalents:
Cash equivalents:
Cash equivalents:
Money market fund
Money market fund
Money market fund
Derivative assets:	Derivative assets:
Interest rate swaps
Interest rate swaps
Interest rate swaps	Interest rate swaps	$	—	$	2,184	$	—	$	2,184
Total assets at fair value	Total assets at fair value	—		2,184		—		2,184

Liabilities	Liabilities
Other current liabilities
Interest rate swaps		—		922		—		922
Forward starting interest rate swap		—		1,042		—		1,042
Alignment shares liability		—		—		49,116		49,116
Liabilities
Liabilities
Alignment Shares liability
Alignment Shares liability
Alignment Shares liability
Other long-term liabilities:	Other long-term liabilities:
Contingent consideration liability		—		—		2,925		2,925
True Green II Acquisition - contingent liability
True Green II Acquisition - contingent liability
True Green II Acquisition - contingent liability
Caldera Acquisition - contingent liability
Total liabilities at fair value	Total liabilities at fair value	—		1,964		52,041		54,005

December 31, 2022

Level 1

Level 2

Level 3

Total

December 31, 2023

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

Liabilities

Alignment Shares liability

Other long-term liabilities:

Contingent consideration liability

—

2,875

True Green II Acquisition - contingent liability

Caldera Acquisition - contingent liability

Total liabilities at fair value

—

69,020

Alignment Shares Liability

As of March 31, ~~2023,~~2024, the Company had ~~1,006,250 alignment shares~~796,950 Alignment Shares outstanding, all of which are held by CBRE Acquisition Sponsor, LLC (the ~~"Sponsor"~~"Sponsor"), certain former officers of CBAH (such officers, together with the Sponsor, the ~~“Sponsor Parties”~~“Sponsor Parties”) and former CBAH directors. The ~~alignment shares~~Alignment Shares will automatically convert into shares of Class A common stock based upon the Total Return (as defined in Exhibit 4.4 to our 2022 Annual Report on Form 10-K) on the Class A common stock as of the relevant measurement date over each of the seven fiscal years following the Merger.

Upon the consummation of the Merger, ~~alignment shares~~Alignment Shares have no continuing service requirement and do not create an unconditional obligation requiring the Company to redeem the instruments by transferring assets. In addition, the shares convert to a variable number of Class A common stock depending on the trading price of the Class A common stock and dividends paid/payable to the holders of Class A common stock. Therefore, the shares do not represent an obligation or a conditional obligation to issue a variable number of shares with a monetary value based on any of the criteria in ASC 480, Distinguishing

Liabilities From Equity. The Company determined that the ~~alignment shares~~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 (iv) net settleable through a conversion of the ~~alignment shares~~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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

~~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~~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 ~~69%~~70% and risk-free interest rate of ~~3.60%~~4.31% are not observable inputs, the overall fair value measurement of ~~alignment shares~~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.~~Alignment Shares.


		For the three months ended March 31, 2023			For the three months ended March 31, 2022			For the three months ended March 31, 2024		For the three months ended March 31, 2023
		Shares	$		Shares	$		Shares	$		Shares	$
Beginning balance	Beginning balance	1,207,500	$	66,145	1,408,750	$	127,474
Alignment shares converted		(201,250)	(11)		(201,250)	(15)
Alignment Shares converted
Fair value remeasurement	Fair value remeasurement	—	(17,018)		—	(46,346)
Ending balance	Ending balance	1,006,250	$	49,116	1,207,500	$	81,113

Interest Rate Swaps

The ~~Company holds~~Company's derivative instruments consist of 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, ~~2023~~2024 and December 31, ~~2022,~~2023, the notional amounts were ~~$137.5~~$118.8 million and ~~$141.6~~$112.8 million, respectively. ~~The~~For the three months ended March 31, 2024 and 2023, the change in fair value of interest rate swaps resulted in a ~~loss~~gain of $2.1 million and a gain of $2.7 million, respectively, which was recorded as interest expense in the condensed consolidated statements of operations ~~for the three months ended~~ ~~March 31, 2023. The change in fair value of interest rate swaps for three months ended March 31, 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.

Later in 2023, the Company terminated the forward starting interest rate swap for total cash proceeds of $16.7 million. The total gain of $17.3 million, was recorded as a component of Other comprehensive income in the condensed consolidated statements of comprehensive income for the year ended December 31, 2023. The Company allocated $238.0 million of the notional amount to the incremental debt issuances under the APAF III Term Loan and $12.0 million to the APAF IV Term Loan.

Other comprehensive income of $17.3 million associated with the incremental debt issuances under the APAF III Term Loan and APAF IV Term Loan is recognized as an adjustment to interest expense, net over the term of the debt. For the three months ended March 31, 2024, the adjustment to Interest expense, net was $0.4 million. Approximately $1.6 million of the gain in other comprehensive income will be reclassified into earnings during the next 12 months.

The cash flow hedge was determined to be fully effective during the three months ended March 31, ~~2023.~~2024. As such, no amount of ineffectiveness has been included in net income. The amount included in other comprehensive income ~~would~~will be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. ~~We expect~~The Company expects the hedge to remain fully effective during the remaining term of the swap.

Contingent Consideration

Caldera Acquisition

In connection with the Caldera Acquisition on December 20, 2023, contingent consideration of $8.0 million may be payable upon achieving certain power volumes generated by the acquired solar energy facilities. The ~~change~~Company estimated the fair value of 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 12-month period since the acquisition date and the risk-adjusted discount rate associated with the business. As the inputs are not

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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)

observable, the overall fair value measurement of the contingent consideration is classified as Level 3. As of March 31, 2024 and December 31, 2023, the fair value of the ~~forward starting interest~~contingent consideration was $2.3 million and $2.6 million, respectively, and was included in Other current liabilities in the condensed consolidated balance sheets. For the three months ended March 31, 2024, the Company recorded a gain on remeasurement of contingent liability of $0.3 million.

True Green II Acquisition

In connection with the acquisition of a portfolio of 58 solar energy facilities with a combined nameplate capacity of 220 MW on February 15, 2023 (the "True Green II acquisition"), contingent consideration of $10.0 million may be payable upon the seller's completion of in-development solar energy facilities and the Company obtaining tax equity financing. The Company estimated the fair value of the contingent consideration by using the expected cash flow approach. These cash flows were then discounted to present value using the risk-adjusted discount rate ~~swap resulted~~associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. As of March 31, 2024 and December 31, 2023, the fair value of the contingent consideration was $4.9 million and $4.7 million, respectively, and was included in aOther current liabilities in the condensed consolidated balance sheets. For the three months ended March 31, 2024, the Company recorded $0.2 million loss on fair value remeasurement of ~~$0.8 million, net of tax, which was recorded~~contingent liability associated with the True Green II Acquisition in the condensed consolidated statements of ~~comprehensive income for~~operations. The loss was recorded due to the ~~three months ended March 31, 2023.~~

~~Contingent Consideration~~remeasurement of the contingent liability based on the actual amount of tax equity financing received.

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 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.

~~Liability~~The liability for the contingent consideration associated with production volumes expired on June 30, 2022. ~~Liability~~The liability for the contingent consideration associated with power rates is included in ~~other~~Other long-term liabilities in the condensed consolidated

~~Table of Contents~~

~~Altus Power, Inc.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~(Dollar amounts in thousands, except per share data, unless otherwise noted)~~

balance sheets at the estimated fair value of ~~$2.9~~$3.1 million as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023. For the three months ended March 31, 2024 and 2023, the Company recorded a loss on fair value remeasurement of contingent consideration associated with power rates of zero and $0.1 million, respectively, within operating income in the condensed consolidated statements of operations. ~~For the three months ended March 31, 2022, the Company recorded $0.2 million~~Gains 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. Loss waslosses are 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~~ As of December 31, 2023, the three months ended March 31, 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 operations36-month measurement period for the ~~three months~~contingent liability associated with market power rates has ended ~~March 31, 2022.~~

~~Redeemable Warrant Liability~~

~~As part of~~and the ~~Merger~~contingency was resolved with ~~CBAH~~$3.1 million payable 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 were 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 March 31, 2023. For the three months ended March 31, 2022, the Company recorded $18.5 million gain from fair value remeasurement in the condensed consolidated statements of operations.2024.

8.Equity

As of March 31, 2024, the Company had 988,591,250 authorized and 159,874,981 issued and outstanding shares of Class A common stock. As of December 31, 2023, the Company had 988,591,250 authorized and 158,999,886 issued ~~988,591,250~~ and ~~158,989,953~~outstanding shares 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 March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, no common stock dividends have been declared.

As of March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, the Company had ~~1,006,250~~796,950 and ~~1,207,500~~996,188 authorized and issued shares of Class B common stock, respectively, also referred to as the ~~alignment shares.~~Alignment Shares. Refer to Note 7, "Fair Value Measurements," for further details.

9.~~Redeemable Noncontrolling Interests~~

~~The changes in the components of redeemable noncontrolling interests are presented in the table below:~~

For the three months ended March 31,
2023 2022
Redeemable noncontrolling interest, beginning balance $ 18,133 $ 15,527
Cash distributions (576) (238)
Redemption of redeemable noncontrolling interests (2,175) —
Assumed noncontrolling interest through business combination 8,100 —
Net income attributable to redeemable noncontrolling interest 861 118
Redeemable noncontrolling interest, ending balance $ 24,343 $ 15,407

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

9.Redeemable Noncontrolling Interests

The changes in the components of redeemable noncontrolling interests are presented in the table below:


	For the three months ended March 31,
	2024		2023
Redeemable noncontrolling interest, beginning balance	$	26,044	$	18,133
Cash distributions	(571)		(576)
Accrued distributions	(206)		—
Redemption of redeemable noncontrolling interests	—		(2,175)
Assumed redeemable noncontrolling interest through business combination	—		8,100
Net (loss) income attributable to redeemable noncontrolling interest	(878)		861
Redeemable noncontrolling interest, ending balance	$	24,389	$	24,343

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 present value of lease payments over the lease 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 the 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 months ended March 31, ~~2023,~~2024, and ~~2022:~~2023:


		For the three months ended March 31,
		2023		2022
	For the three months ended March 31,						For the three months ended March 31,
	2024					2024		2023
Operating lease expense	Operating lease expense	$	2,391	$	1,636
Variable lease expense	Variable lease expense	357		128
Total lease expense	Total lease expense	$	2,748	$	1,764

The following table presents supplemental information related to our operating leases:


		For the three months ended March 31,
		2023		2022
	For the three months ended March 31,									For the three months ended March 31,
	2024							2024			2023
Operating cash flows from operating leases	Operating cash flows from operating leases	$	2,238	$	1,245
Operating lease assets obtained in exchange for new operating lease liabilities	Operating lease assets obtained in exchange for new operating lease liabilities	$	32,722	$	—
Weighted-average remaining lease term, years		22.0 years		18.5 years
Weighted average remaining lease term, years						Weighted average remaining lease term, years	23.6 years		22.0 years
Weighted average discount rate	Weighted average discount rate	5.15%		4.07%		Weighted average discount rate	5.75%		5.15%

Maturities of operating lease liabilities as of March 31, ~~2023,~~2024, are as follows:


2024	$	12,143
2025	15,829
2026	15,952
2027	16,048
2028	16,100
Thereafter	294,720
Total	$	370,792
Less: Present value discount	(175,363)
Lease liability	$	195,429

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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)

2023 $ 7,754
2024 10,678
2025 10,680
2026 10,773
2027 10,834
Thereafter 183,670
Total $ 234,389
Less: Present value discount (101,076)
Lease liability $ 133,313

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~~power purchase agreements ("PPAs"), 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 March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, 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 March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, the Company had ~~approximately $11.0 million and $29.5 million, respectively, of~~zero outstanding non-cancellable commitments to purchase solar ~~modules, which are all expected to be completed during the year ended December 31, 2023.~~modules.

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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~~$0.1 million and $0.1 million due to related parties, as discussed below, and no amounts due from related parties as of March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, respectively. Additionally, in the normal course of business, the Company conducts transactions with affiliates, ~~such as:~~including:

Blackstone ~~Subsidiaries as Lender~~Credit Facilities

~~The Company incurs interest expense on~~Under the APAF Term Loan, ~~and the~~ APAF III Term ~~Loan.~~ Loan, APAF IV Term Loan, and APACF II Facility, subsidiaries of The Blackstone Group (“Blackstone”), a related party, serve as agents between the Company and a consortium of third-party lenders. See Note 6, "Debt" for further details.

During the three months ended March 31, 2024 and 2023, ~~and 2022,~~ the ~~total related party interest expense associated with the APAF Term Loan and APAF III Term Loan was $5.6~~Company paid $0.2 million and ~~$4.4~~$0.7 million, respectively, ~~and is recorded as interest expense in the accompanying condensed consolidated statements~~ of operations. As of March 31, 2023, and December 31, 2022, interest payable of $5.6 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.loan issuance costs to Blackstone.

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 three months ended March 31, 2024 and 2023, the Company did not incur any costs associated with the Commercial Collaboration Agreement. As of March 31, 2024 and December 31, ~~2022,~~2023, 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 March 31, 2024 and 2023, the Company incurred $0.2 million and $0.1 million, respectively, for development services provided under the ~~MSA which were accrued for as~~PSA. As of March 31, ~~2023. As of~~2024, and December 31, ~~2022,~~2023, there was $0.1 million due to CBRE for development services provided under the MSA.

Lease Agreements with Link Logistics and CBRE

The Company has a right to use rooftops to develop and operate solar facilities under lease agreements with subsidiaries of Link Logistics Real Estate Management LLC (“Link Logistics”), a Blackstone portfolio company, and subsidiaries of CBRE. As of March 31, 2024, and December 31, 2023, the Company recognized operating lease assets and operating lease liabilities of $27.1 million and $24.3 million, respectively, in the condensed consolidated balance sheet related to these leases, which have a weighted average remaining lease term of 29 years. During the three months ended March 31, 2024 and 2023, payments made under these leases were $0.7 million and zero, respectively.

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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 months ended March 31, ~~2023~~2024 and ~~2022~~2023 was as follows (in thousands, except share and per share amounts):


		For the three months ended March 31,				For the three months ended March 31,
		2023		2022		2024	2023
Net income attributable to Altus Power, Inc.	Net income attributable to Altus Power, Inc.	5,617		60,419
Income attributable to participating securities(1)	Income attributable to participating securities(1)	(36)		(558)
Net income attributable to common stockholders - basic and diluted	Net income attributable to common stockholders - basic and diluted	5,581		59,861
Class A Common Stock	Class A Common Stock
Weighted average shares of common stock outstanding - basic(2)	Weighted average shares of common stock outstanding - basic(2)	158,621,674		152,662,512
Weighted average shares of common stock outstanding - basic(2)
Weighted average shares of common stock outstanding - basic(2)
Dilutive restricted stock	Dilutive restricted stock	258,789		690,875
Dilutive RSUs	Dilutive RSUs	2,120,928		231,140
Dilutive conversion of alignment shares		2,011		2,011
Dilutive conversion of Alignment Shares
Weighted average shares of common stock outstanding - diluted	Weighted average shares of common stock outstanding - diluted	161,003,402		153,586,538
Net income attributable to common stockholders per share - basic	Net income attributable to common stockholders per share - basic	$	0.04	$	0.39
Net income attributable to common stockholders per share - diluted	Net income attributable to common stockholders per share - diluted	$	0.03	$	0.39

(1) Represents the income attributable to ~~1,006,250~~796,950 and ~~1,207,500~~1,006,250 Alignment Shares outstanding as of March 31, ~~2023~~2024 and ~~2022,~~2023, respectively.

(2)For the three months ended March 31, 2023, ~~and 2022,~~ the calculation of basic weighted average shares of common stock outstanding excludes 271,259 ~~and 714,750~~ shares ~~respectively,~~ of the Company's Class A common stock provided to holders of ~~Legacy Altus~~the common stock of the Company prior to the Merger, 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 ~~$2.9~~$4.3 million and ~~$1.3~~$2.9 million of stock-based compensation expense for the three months ended March 31, ~~2023,~~2024, and ~~2022,~~2023, respectively. As of March 31, ~~2023, and December 31, 2022,~~2024, the Company had ~~$46.8 million and $33.2~~$46.9 million of unrecognized share-based compensation expense related to unvested restricted units, respectively, which the Company expects to recognize over a ~~weighted-average~~weighted average period of approximately ~~three~~2 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 March 31, ~~2023,~~2024, and December 31, ~~2022, 271,259~~2023, zero and ~~542,511~~210,710 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~~compensation committee granted to Mr. Felton and Mr. Norell, together with other senior executives, including ~~Anthony~~Mr. Savino, Chief Construction Officer, and ~~Dustin~~Mr. 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, and $30.51, respectively)., which vesting is eligible until the fifth anniversary of grant date.

~~During~~On March 28, 2024, these vesting conditions of such performance-based RSUs were modified by the ~~three months ended March 31, 2023,~~compensation committee to set the hurdles at $14.00, $18.00, and $22.00, respectively. This modification impacted five grantees and resulted in $3.1 million of incremental expense, which the Company ~~granted~~expects to recognize over a weighted average period of 2 years.

Additionally, under the Incentive Plan ~~an additional 2,751,486 RSUs~~the Company granted performance stock units ("PSUs") that are subject to ~~time-based~~market and service vesting ~~as described above, with a weighted average grant date fair value per share of $5.42, and 259,662 RSUs are subject to performance-based vesting ("PSUs"),~~conditions, 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”)~~(TAN), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of PSUs vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs.

During the three months ended March 31, 2024, the Company granted under the Incentive Plan an additional 2,973,127RSUs, that are subject to time-based vesting as described above, with a weighted average grant date fair value per share of $4.89. The Company also granted 546,024 PSUs that are subject to market-based vesting as described above, with a grant date fair value per share of $5.22. Further, the Company granted 751,773 of incentive performance stock units ("GW Plan PSUs") that cliff vest on December 31, 2026, if the the Company adds 1.1 gigawatt of installed solar capacity starting January 1, 2024 and subject to continued employment on the vesting date. The number of GW Plan PSUs vested, and thus shares of Class A

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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)

Common Stock issued, will be calculated based on the average stock price of the Company's Class A Common Stock during the twenty trading days prior to and including (if applicable) the vesting date (the "AMPS Price") as follows:


AMPS Price	Payout
<$8	40	%
$8-10.99	80	%
$11-11.50	100	%
$11.51-12.99	110	%
$13+	120	%

GW Plan PSUs have a grant date fair value per share of ~~$6.66.~~$3.95.

The fair value of awards granted and modified during the period was estimated as of the respective grant dates using a Monte Carlo model utilizing a distribution of potential outcomes based on expected volatility of 66% - 69%, a risk-free interest rate of 4.4%, and an expected term of approximately 1-3 years.

As of March 31, ~~2023,~~2024, and December 31, ~~2022~~2023, 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.~~Plan. The number of shares authorized for issuance under the Incentive Plan will increase on January 1 of each year from ~~2022~~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. The number of shares authorized for issuance under the Incentive Plan did not increase on January 1, 2024.

For the three months ended March 31, ~~2023~~2024, and ~~2022~~,2023, the Company granted ~~3,011,148~~4,270,924 and ~~7,903,789~~3,011,148 RSUs, respectively, and recognized ~~$2.9~~$4.3 million and ~~$1.3~~$2.9 million, respectively, of stock-based compensation ~~expense~~expenses in relation to the Incentive Plan. For ~~the~~ the three months ended March 31, ~~2023~~2024, and ~~2022~~,2023, 96,144 and 5,700 ~~and zero~~ RSUs were ~~forfeited.~~forfeited, respectively.

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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)~~

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 March 31, ~~2023,~~2024, and December 31, ~~2022~~2023, 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.~~ESPP. The number of shares authorized for issuance under the ESPP will increase on January 1 of each year from ~~2022~~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~~for the three months ended March 31, ~~2023,~~2024, and ~~2022.~~2023. 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. The number of shares authorized for issuance under the ESPP did not increase on January 1, 2024.

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 March 31, ~~2023,~~2024, and ~~2022,~~2023, the Company had income tax expense of ~~$0.9~~$4.9 million and income tax ~~benefit~~expense of ~~$0.1~~$0.9 million, respectively. For the three months ended March 31, 2024, 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 March 31, 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 March 31, 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,Alignment Shares, as well as state and local income taxes.

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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)

16.Subsequent Events

The Company has evaluated subsequent events from March 31, ~~2023,~~2024, through May ~~15, 2023,~~9, 2024, which is the date the unaudited condensed consolidated financial statements were available to be issued. ~~There~~Other than the subsequent event disclosed below, there are no subsequent events requiring recording or disclosure in the condensed consolidated financial statements.

Resignation of Lars Norell as Co-Chief Executive Officer and Director

On April 26, 2024, Lars Norell resigned as Co-Chief Executive Officer and director of the Company. There were no disagreements between the Company and Mr. Norell that led to his decision to resign as Co-Chief Executive Officer and director. The board of directors has appointed Gregg Felton as sole Chief Executive Officer of the Company.

In connection with his resignation, Mr. Norell has signed a separation and release agreement (the “Agreement”), where he will receive severance, which includes (i) eighteen (18) months’ base salary, for an aggregate amount of approximately $0.9 million, payable as salary continuation in accordance with the Company’s normal pay schedule, (ii) subject to his timely election and continued eligibility for COBRA continuation coverage, a subsidized COBRA continuation coverage for 12 months, or if earlier, until he becomes eligible for medical benefits from a subsequent employer, (iii) a pro rata short-term incentive bonus for plan year 2024, to be paid in March 2025 at the same time that such bonuses are paid to current employees, and (iv) an additional payment of approximately $1.0 million, less applicable payroll deductions, paid in a lump sum on the eighth day after the execution of the Agreement.

Additionally, the 4,283,452 unvested RSUs and PSUs granted under the Omnibus Plan and held by Mr. Norell will be forfeited. This will result in the reversal of approximately $8.7 million of previously recognized stock-based compensation expense which will be recognized during the three months ended June 30, 2024.

******

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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~~2023 Annual Report on Form ~~10-K.~~10-K filed with the Securities and Exchange Commission on March 14, 2024 (the "2023 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 March 31, ~~2023~~2024 (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,"~~“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~~2023 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”).~~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. WeExcept as required by applicable law, 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) the risk that pending acquisitions may not close in the anticipated timeframe or at all due to a closing condition not being met; (2) failure to obtain required consents or regulatory approvals in a timely manner or otherwise; (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 ability of Altus Power to retain customers and maintain and expand relationships with business partners, suppliers and customers; (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 own systems across the United States from Hawaii to ~~Vermont.~~Maine. Our portfolio currently consists of ~~678~~981 megawatts (“MW”) of solar PV. We have long-term power purchase agreements ("PPAs") with over ~~300 C&I~~450 enterprise entities and contracts with over ~~20,000~~24,000 residential customers which are serviced by over ~~160 megawatts~~290 MW of community solar projects currently in operation. ~~We have agreements 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~~serving customers in ~~5 states with projects in two additional states currently under construction.~~8 states. We also participate in numerous renewable energy credit (“REC”) programs throughout the country. We have experienced significant growth in the last ~~12 months~~fiscal year as a product of organic growth and targeted acquisitions and operate in 2425 states, providing clean electricity to our customers equal to the electricity consumption of ~~almost 70,000~~over 100,000 homes, displacing ~~359,000~~over 550,000 tons of CO2 emissions per annum.

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

3335

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.

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~~2023 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 March 31, ~~2023,~~2024, these variable rate contracts make up approximately ~~58%~~54% of our current installed portfolio. Contracts with a fixed rate and a fixed rate with an escalator make up approximately 28% and 18% of our current installed portfolio, respectively. During the three months ended March 31, ~~2023,~~2024, overall utility rates ~~have been increasing~~generally increased in states where we have projects under variable rate ~~contracts.~~contracts, but there can be no guarantee that they will continue to do so. 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~~an investment-grade rated scalable credit ~~facilities~~facility from Blackstone, which enables us to be competitive bidders in asset acquisition and development. In addition to our Blackstone term ~~loans,~~loan, 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~~basis points on drawn ~~balances.~~balances, a construction facility which has $200 million of committed capacity with a 5-year maturity and interest of SOFR plus 350 basis points on drawn balances, and a term loan which has $100 million of additional committed capacity with a 6-year maturity and an initial fixed interest rate of 8.50%, subject to adjustments.

•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. As described in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 29, 2024, we announced the resignation of Lars R. Norell as our Co-Chief Executive Officer and the appointment of Gregg Felton as our sole Chief Executive Officer.

•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.

~~Financing Availability~~

Our future growth depends in significant part on our ability to raise capital from third-party investors and lenders on competitive terms to help finance the origination of our solar energy systems. We have historically used a variety of structures including tax equity financing, construction loan financing, and term loan financing to help fund our operations. From September 4, 2013, the inception of Legacy Altus, to March 31, 2023, we have raised over $100 million of tax equity financing, $80 million in construction loan financing and $1 billion of term loan financing. Our ability to raise capital from third-party

~~investors and lenders is also affected by general economic conditions, the state of the capital markets, inflation levels, interest rate levels, and lenders' concerns about our industry or business.~~

~~Construction of Solar Energy Systems~~

Although the solar panel market has seen an increase in supply in the past few years, most recently, there has been upward pressure on prices due to lingering issues of supply chain, interconnection and permitting delays (further discussed below), recent inflationary pressures, growth in the solar industry, regulatory policy changes, tariffs and duties (including investigations of potential circumvention of antidumping and countervailing ("~~AD/CV~~") duties and bans against imports of solar panel materials tied to forced labor), and an increase in demand. As a result of these developments, we have been experiencing higher prices on imported solar modules. The prices of imported solar modules have increased as a result of these other factors. If there are substantial increases, it may become less economical for us to serve certain markets. Attachment rates for energy storage systems have trended higher while the price to acquire has trended downward making the addition of energy storage systems a potential area of growth for us.

Projects originated by our channel partners which we then develop, engineer and construct benefit from a shorter time from agreed terms to revenues, typically 6 to 9 months based on our historical experience. Projects that we are originating ourselves and self-developing, such as those with a lead from CBRE or Blackstone, would historically take 12 to 15 months from agreed terms to bring to commercial operation. Given the supply chain challenges and permitting and interconnection delays described above, as of March 31, 2023, these historical timelines are currently pushed out by approximately 3 to 6 months.

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 relates 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 March 31, 2023, our~~Our pipeline, ~~of opportunities totaled over one gigawatt and is~~ comprised of ~~approximately 50% potential~~a mix of operating ~~acquisitions~~assets and ~~50% projects under development. The operating acquisitions are dynamic with~~ new ~~opportunities~~build assets, is being evaluated by our team each quarter.

As of March 31, ~~2023, with respect to the half~~2024, this pipeline includes 14 MW of ~~our pipeline made up of development projects, approximately 25% of these projects are currently~~assets in construction orand pre-construction ~~40% of these projects are still~~ in ~~the contracting or due diligence phase,~~Maryland with CBRE Investment Management and ~~the final 35% represent projects from our client engagements which are progressing toward an agreement~~additional potential new build assets in ~~principle.~~

As of March 31, 2023, with respect to the half of our pipeline made up of potential operating acquisitions, approximately 78% of these projects are currently in the initial engagement phase, 19% of these projects are in negotiation, and the final 3% of these projects are in the closing phase.

~~Macroeconomic Environment~~

~~In March 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) a pandemic.~~

Our business operations have continued to function effectively during the pandemic. We considered the impact of COVID-19 on the use of estimates and assumptions used for financial reporting and noted there were material impacts on our results of operations for the three months ended March 31, 2023 and 2022, as supply chain issues and logistical delays have materially impacted the timing of our construction schedules and will continue to have a material adverse effect on our business, operations, financial condition, results of operations, and cash flows

Throughout the COVID-19 pandemic, we have seen some impacts to our supply chain affecting the timing of delivery of certain equipment, including, but not limited to, solar modules, inverters, racking systems, and transformers. Although we have largely been able to ultimately procure the equipment needed to service and install solar energy systems, we have experienced

delays in such procurement. We have established a geographically diverse group of suppliers, which is intended to ensure that our customers have access to affordable and effective solar energy and storage options despite potential trade, geopolitical or event-driven risks. We do anticipate continuing impacts to our ability to source parts for our solar energy systems or energy storage systems,Illinois which we are ~~endeavoring~~in discussions with various CBRE customers about. Additionally, we are evaluating 100 MW to ~~mitigate via advanced planning and ordering from our diverse network~~150 MW of suppliers. However, if supply chains become even further disrupted due to additional outbreaks of the COVID-19 virus or more stringent health and safety guidelines are implemented, our ability to install and service solar energy systems could become more adversely impacted.

~~Moreover, the Russia invasion of Ukraine may further exacerbate some of the supply chain issues.~~

We cannot predict the full impact the COVID-19 pandemic, the Russia invasion of Ukraine, or the significant disruption and volatility currently being experienced in the capital markets will have on our business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. The ultimate impact will depend on future developments, including, among other things, the depth and duration of the economic downturn and other economic effects of the COVID-19 pandemic, actions taken by governmental authorities, customers, suppliers, dealers and other third parties, our ability and the ability of our customers, potential customers and dealers to adapt to operating ~~in a changed environment and the timing and extent to which normal economic and operating conditions resume. For additional discussion regarding risks associated with the COVID-19 pandemic, see “Risk Factors” elsewhere in our 2022 Annual Report on Form 10-K.~~asset acquisition opportunities.

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 March 31, 2023 As of March 31, 2022 Change
Megawatts installed 678 362 316


	As of March 31,		Change
	2024	2023	MW	%
Megawatts installed	981	678	303	45	%

Cumulative megawatts installed increased from ~~362 MW as of March 31, 2022, to~~ 678 MW as of March 31, 2023, ~~primarily related~~ to ~~acquisitions.~~981 MW as of March 31, 2024, a 45% increase.

As of March 31, 2023 As of December 31, 2022 Change
Megawatts installed 678 470 208


	As of March 31, 2024	As of December 31, 2023	Change
			MW	%
Megawatts installed	981	896	85	9	%

Cumulative megawatts installed increased from ~~470~~896 MW as December 31, ~~2022,~~2023, to ~~678~~981 MW as of March 31, ~~2023 primarily related to acquisitions.~~2024, a 9% increase.

The following table provides an overview of megawatts installed by state as of March 31, ~~2023:~~2024:


State	State	Megawatts installed	Share, percentage	State	Megawatts installed	Share, percentage
New York	New York	137	20.2%	New York	205	20.9%
New Jersey	New Jersey	119	17.6%	New Jersey	177	18.0%
Massachusetts	Massachusetts	116	17.1%	Massachusetts	150	15.3%
California	California	112	16.5%	California	120	12.2%
North Carolina				North Carolina	67	6.8%
Minnesota	Minnesota	57	8.4%	Minnesota	60	6.1%
South Carolina				South Carolina	42	4.2%
Hawaii	Hawaii	29	4.3%	Hawaii	34	3.5%
Nevada	Nevada	21	3.1%	Nevada	21	2.2%
Maryland		12	1.8%
Connecticut		10	1.5%
All other	All other	65	9.5%	All other	105	10.8%
Total	Total	678	100.0%	Total	981	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.

As of March 31, 2023 As of March 31, 2022 Change
Megawatt hours generated 137,000 86,000 51,000


	Three months ended March 31,		Change
	2024	2023	MWh	%
Megawatt hours generated	210,000	137,000	73,000	53	%

Megawatt hours generated increased from ~~86,000 MWh for the three months ended March 31, 2022, to~~ 137,000 MWh for the three months ended March 31, 2023, asto 210,000 MWh for the three months ended March 31, 2024, a ~~result of an increase in our solar assets.~~53% increase.

~~Non-GAAP~~Non-U.S. GAAP Financial Measures

Adjusted EBITDA

We define adjusted EBITDA as net income plus net interest expense, depreciation, amortization and accretion expense, income tax expense or benefit, acquisition and entity formation costs, ~~non-cash~~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, gain or loss on disposal of property, plant and equipment, change in fair value of ~~redeemable warrant~~Alignment Shares liability, ~~change in fair value~~loss on extinguishment of ~~alignment shares liability,~~debt, net, 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~~non-U.S. GAAP financial measures that we use to measure ~~out~~our performance. We believe that investors and analysts also use adjusted EBITDA and adjusted EBITDA margin in evaluating our operating performance. ~~This measurement is~~These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The U.S. 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 and adjusted EBITDA margin as calculated by other companies and investors and analysts should read carefully the components of our calculations of these ~~non-GAAP~~non-U.S. 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~~Factors in this determination include the exclusion of (1) variability due to ~~exclude~~gains or losses related to fair value remeasurement of contingent consideration and the change in fair value of Alignment Shares liability, (2) strategic decisions to acquire businesses, dispose of property, plant and equipment or extinguish debt, and (3) the non-recurring nature of stock-based compensation and other miscellaneous items ~~that are not indicative~~ of income and expense, which affect results in a given period or periods. In addition, adjusted EBITDA represents the ~~ongoing operating~~business performance of the ~~business.~~ Company before the application of statutory income tax rates and tax adjustments corresponding to the various jurisdictions in which the Company operates, as well as interest expense and depreciation, amortization and accretion expense, which are not representative of our ongoing operating performance.

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 U.S. GAAP results, as we believe it provides a more complete understanding of

ongoing business performance and trends than U.S. 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 U.S. GAAP.

Three Months Ended
March 31,
2023 2022
(in thousands)
Reconciliation of Net income to Adjusted EBITDA:
Net income $ 3,845 $ 60,135
Income tax expense (benefit) 888 (123)
Interest expense, net 12,446 4,938
Depreciation, amortization and accretion expense 11,376 6,822
Stock-based compensation expense 2,872 1,305
Acquisition and entity formation costs 1,491 294
Loss on fair value of contingent consideration 50 169
Change in fair value of redeemable warrant liability — (18,458)
Change in fair value of Alignment Shares liability (17,018) (46,346)
Other expense, net 90 15
Adjusted EBITDA $ 16,040 $ 8,751

Three Months Ended
March 31,
2023 2022
(in thousands)
Reconciliation of Adjusted EBITDA margin:
Adjusted EBITDA $ 16,040 $ 8,751
Operating revenues, net 29,378 19,199
Adjusted EBITDA margin 55 % 46 %


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Reconciliation of Net income to Adjusted EBITDA:
Net income	$	4,055	$	3,845
Income tax expense	4,896		888
Interest expense, net	16,193		12,446
Depreciation, amortization and accretion expense	16,130		11,376
Stock-based compensation	4,304		2,872
Acquisition and entity formation costs	1,066		1,491
(Gain) loss on fair value remeasurement of contingent consideration, net	(79)		50
Gain on disposal of property, plant and equipment	(88)		—
Change in fair value of Alignment Shares liability	(26,077)		(17,018)
Other (income) expense, net	(683)		90
Adjusted EBITDA	$	19,717	$	16,040


	Three Months Ended March 31,
	2024			2023
	(in thousands)
Reconciliation of Adjusted EBITDA margin:
Adjusted EBITDA	$	19,717		$	16,040
Operating revenues, net	40,659			29,378
Adjusted EBITDA margin	48		%	55		%

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 March 31, ~~2023,~~2024, PPAs have a ~~weighted-average~~weighted average remaining life of 1311 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 March 31, ~~2023,~~2024, NMCAs have a ~~weighted-average~~weighted average remaining life of 1819 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 power sales revenues is earned through the sale of energy (based on kilowatt hours) on the wholesale market operated by PJM Interconnection at floating spot prices. The promise to sell energy on a wholesale market is a separate distinct performance obligation and revenue is recognized as energy is delivered at the interconnection point.

Rental income. Rental income is primarily derived from the master lease agreement with Vitol (as described in Note 5, "Acquisitions," to our condensed consolidated financial statements included elsewhere in this Report) as well as long-term PPAs accounted for as operating leases under ASC 842. ~~Rental income under these~~The Company's leases include various renewal options which are included in the lease ~~agreements is recorded as revenue~~term when the ~~electricity~~Company has determined it is ~~delivered to~~reasonably certain of exercising the ~~customer.~~options based on consideration of all relevant factors that create an economic incentive for the Company as lessor. Certain leases include variable lease payments associated with production of solar facilities, which are recognized as rental income in period the energy is delivered.

Performance ~~Based Incentives~~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.

In 2023, performance based incentives are primarily represented by cash awards granted to the Company by the New York State Energy Research & Development Authority ("NYSERDA") for the development of distributed solar facilities in the State of New York.

Revenue recognized on contract liabilities. The Company recognizes contract liabilities related to 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.

Cost of ~~Operations (Exclusive~~operations (exclusive of ~~Depreciation~~depreciation and ~~Amortization)~~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.~~administrative. General and administrative ~~expenses consist~~expense consists primarily of salaries, bonuses, benefits and all other employee-related costs, including stock-based compensation, 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.~~U.S. Securities and Exchange Commission ("SEC"). Further, Altus Power expects to incur higher expenses for investor relations, accounting advisory, directors' and officers’ insurance, and other professional services.

Depreciation, ~~Amortization~~amortization and ~~Accretion Expense.~~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, value

ascribed to in-place leases, and favorable and unfavorable rate revenues contracts. Value ascribed to in-place leases is amortized using the straight-line method ratably over the term of the individual site leases. 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.~~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~~value remeasurement of ~~Contingent Consideration.~~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),~~various acquisitions, 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. Liability for the contingent consideration associated with production volumes expired on June 30, 2022 and the Company remeasured its fair value to zero.conditions. The Company ~~estimated~~estimates the fair value of ~~the~~ contingent consideration ~~for future earnout payments~~ using a Monte Carlo simulation ~~model.~~model or an expected cash flow approach. Significant assumptions used in the measurement of fair value of contingent consideration associated with various acquisitions include ~~the~~market power rates, 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,~~percentage of completion of in-development solar energy facilities, and the risk-adjusted discount rate associated with the business.

~~Stock-Based Compensation.~~Gain or loss on disposal of property, plant and equipment. In connection with the disposal of assets, the Company recognizes a gain or loss on disposal of property, plant and equipment, which represents the difference between the consideration received and the carrying value of the disposed asset.

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.~~Report.

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~~"). Redeemable Warrant Liability was remeasured as of March 31, 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~~fair value of Alignment Shares ~~Liability.~~liability. Alignment ~~shares~~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 March 31, ~~2023,~~2024, 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.~~expense and income, net. Other income and expenses primarily represent ~~state grants~~interest income, and other miscellaneous items.

Interest ~~Expense, Net.~~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.~~ tax expense and 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 aan annual basis.

Net ~~Income Attributable~~income and loss attributable to ~~Noncontrolling Interests~~noncontrolling interests and ~~Redeemable Noncontrolling Interests.~~redeemable noncontrolling interests. Net income and 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.

4041

Results of Operations – Three Months Ended March 31, ~~2023,~~2024, Compared to Three Months Ended March 31, ~~2022~~2023 (Unaudited)


		Three Months Ended March 31,				Change
		2023		2022		$		%
		(in thousands)
	Three Months Ended March 31,																				Three Months Ended March 31,												Change
	2024															2024								2023							$							%
	(in thousands)
Operating revenues, net
Operating revenues, net
Operating revenues, net	Operating revenues, net	$	29,378	$	19,199	$	10,179	53.0	%	$	40,659			$			$	29,378			$				$	11,281			38.4				38.4		%
Operating expenses	Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)
Cost of operations (exclusive of depreciation and amortization shown separately below)
Cost of operations (exclusive of depreciation and amortization shown separately below)	Cost of operations (exclusive of depreciation and amortization shown separately below)	5,976		4,064		1,912		47.0	%	10,920				5,976				5,976				4,944					4,944			82.7					82.7		%
General and administrative	General and administrative	7,362		6,384		978		15.3	%	General and administrative		10,022			7,362					7,362				2,660					2,660			36.1					36.1	%
Depreciation, amortization and accretion expense	Depreciation, amortization and accretion expense	11,376		6,822		4,554		66.8	%	Depreciation, amortization and accretion expense		16,130			11,376					11,376				4,754					4,754			41.8					41.8	%
Acquisition and entity formation costs	Acquisition and entity formation costs	1,491		294		1,197		407.1	%	Acquisition and entity formation costs		1,066			1,491					1,491				(425)					(425)			(28.5)					(28.5)	%
Loss on fair value remeasurement of contingent consideration		50		169		(119)		(70.4)	%
(Gain) loss on fair value remeasurement of contingent consideration, net										(Gain) loss on fair value remeasurement of contingent consideration, net		(79)							50								(129)							(258.0)		%
Gain on disposal of property, plant and equipment										Gain on disposal of property, plant and equipment		(88)							—								(88)							100.0		%
Stock-based compensation	Stock-based compensation	2,872		1,305		1,567		120.1	%	Stock-based compensation		4,304			2,872					2,872				1,432					1,432			49.9					49.9	%
Total operating expenses	Total operating expenses	$	29,127	$	19,038	$	10,089	53.0	%	Total operating expenses		$	42,275		$				$	29,127			$				$	13,148		45.1					45.1		%
Operating income		251		161		90		55.9	%
Operating (loss) income										Operating (loss) income		(1,616)							251								(1,867)							*
Other (income) expense	Other (income) expense
Change in fair value of redeemable warrant liability		—		(18,458)		18,458		100.0	%
Change in fair value of alignment shares liability		(17,018)		(46,346)		29,328		(63.3)	%
Other expense, net		90		15		75		500.0	%
Change in fair value of Alignment Shares liability
Change in fair value of Alignment Shares liability
Change in fair value of Alignment Shares liability												(26,077)							(17,018)								(9,059)							53.2		%
Other (income) expense, net										Other (income) expense, net		(683)							90								(773)							*
Interest expense, net	Interest expense, net	12,446		4,938		7,508		152.0	%	Interest expense, net		16,193			12,446					12,446				3,747					3,747			30.1					30.1	%
Total other income		$	(4,482)	$	(59,851)	$	55,369	(92.5)	%
Income before income tax (expense) benefit		$	4,733	$	60,012	$	(55,279)	(92.1)	%
Income tax (expense) benefit		(888)		123		(1,011)		*
Total other income, net										Total other income, net		$	(10,567)						$	(4,482)							$	(6,085)						135.8		%
Income before income tax expense										Income before income tax expense		$	8,951						$	4,733							$	4,218						89.1		%
Income tax expense										Income tax expense		(4,896)							(888)								(4,008)							*
Net income	Net income	$	3,845	$	60,135	$	(56,290)	(93.6)	%	Net income		$	4,055		$				$	3,845			$				$	210		5.5					5.5		%
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(1,772)		(284)		(1,488)		*		Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(3,454)			(1,772)					(1,772)				(1,682)					(1,682)			94.9					94.9	%
Net income attributable to Altus Power, Inc.	Net income attributable to Altus Power, Inc.	$	5,617	$	60,419	$	(54,802)	(90.7)	%	Net income attributable to Altus Power, Inc.		$	7,509		$				$	5,617			$				$	1,892		33.7					33.7		%
Net income per share attributable to common stockholders	Net income per share attributable to common stockholders
Basic	Basic	$	0.04	$	0.39	$	(0.35)	(91.0)	%
Basic
Basic												$	0.05						$	0.04							$	0.01						25.0		%
Diluted	Diluted	$	0.03	$	0.39	$	(0.36)	(91.1)	%	Diluted		$	0.05		$				$	0.03			$				$	0.02		66.7					66.7		%
Weighted average shares used to compute net income per share attributable to common stockholders	Weighted average shares used to compute net income per share attributable to common stockholders
Basic	Basic	158,621,674		152,662,512		5,959,162		3.9	%
Basic
Basic												159,025,740							158,621,674								404,066							0.3		%
Diluted	Diluted	161,003,402		153,586,538		7,416,864		4.8	%	Diluted		162,242,148			161,003,402					161,003,402				1,238,746					1,238,746			0.8					0.8	%

* Percentage is not meaningful

Operating ~~Revenues, Net~~revenues, net


		Three Months Ended March 31,				Change
		2023		2022		Change		%
		(in thousands)
	Three Months Ended March 31,																				Three Months Ended March 31,									Change
	2024															2024						2023						Change							%
	(in thousands)
Power sales under PPAs
Power sales under PPAs
Power sales under PPAs	Power sales under PPAs	$	8,986	$	4,182	$	4,804	114.9	%	$	12,625			$			$	8,986			$		$	3,639			40.5			40.5		%
Power sales under NMCAs	Power sales under NMCAs	6,836		3,910		2,926		74.8	%	Power sales under NMCAs		9,977			6,836					6,836		3,141					3,141		45.9					45.9	%
Power sales on wholesale markets	Power sales on wholesale markets	356		573		(217)		(37.9)	%	Power sales on wholesale markets		295			356					356		(61)					(61)		(17.1)					(17.1)	%
Total revenue from power sales	Total revenue from power sales	16,178		8,665		7,513		86.7	%	Total revenue from power sales		22,897			16,178					16,178		6,719					6,719		41.5					41.5	%
Solar renewable energy credit revenue	Solar renewable energy credit revenue	10,067		9,531		536		5.6	%	Solar renewable energy credit revenue		9,936			10,067					10,067		(131)					(131)		(1.3)					(1.3)	%
Rental income	Rental income	626		644		(18)		(2.8)	%	Rental income		2,085			626					626		1,459					1,459		233.1					233.1	%
Performance based incentives	Performance based incentives	2,098		359		1,739		484.4	%	Performance based incentives		4,807			2,098					2,098		2,709					2,709		129.1					129.1	%
Revenue recognized on contract liabilities	Revenue recognized on contract liabilities	$	409	$	—	$	409	100.0	%	Revenue recognized on contract liabilities		914			409					409		505					505		123.5					123.5	%
Total		$	29,378	$	19,199	$	10,179	53.0	%
Other										Other		20							—						20						100.0		%
Total operating revenues, net										Total operating revenues, net		$	40,659						$	29,378					$	11,281					38.4		%

Operating revenues, net increased by ~~$10.2~~$11.3 million, or ~~53.0%~~38.4%, for the three months ended March 31, ~~2023~~2024, compared to the three months ended March 31, ~~2022~~2023, primarily due to the increased number of operating solar energy facilities ~~as a result of acquisitions and facilities placed~~ in ~~service subsequent to March 31, 2022.~~our portfolio.

Cost of ~~Operations~~operations

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Cost of operations (exclusive of depreciation and amortization shown separately below) $ 5,976 $ 4,064 $ 1,912 47.0 %


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Cost of operations (exclusive of depreciation and amortization shown separately below)	$	10,920	$	5,976	$	4,944	82.7	%

Cost of operations increased by ~~$1.9~~$4.9 million, or ~~47.0%~~82.7%, during the three months ended March 31, ~~2023~~2024, as compared to the three months ended March 31, ~~2022,~~2023, primarily due to the increased number of operating solar energy facilities ~~as a result of acquisitions and facilities placed~~ in ~~service subsequent to March 31, 2022.~~our portfolio.

General and ~~Administrative~~administrative

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
General and administrative $ 7,362 $ 6,384 $ 978 15.3 %


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
General and administrative	$	10,022	$	7,362	$	2,660	36.1	%

General and administrative expense increased by ~~$1.0~~$2.7 million, or ~~15.3%~~36.1%, during the three months ended March 31, ~~2023~~2024, as compared to the three months ended March 31, ~~2022,~~2023, primarily due to increase in general personnel costs resulting from increased headcount in multiple job functions.

Depreciation, ~~Amortization~~amortization and ~~Accretion Expense~~accretion expense

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Depreciation, amortization and accretion expense $ 11,376 $ 6,822 $ 4,554 66.8 %


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Depreciation, amortization and accretion expense	$	16,130	$	11,376	$	4,754	41.8	%

4243

Depreciation, amortization and accretion expense increased by ~~$4.6~~$4.8 million, or ~~66.8%~~41.8%, during the three months ended March 31, ~~2023~~2024, as compared to the three months ended March 31, ~~2022,~~2023, primarily due to the increased number of operating solar energy facilities ~~as a result of acquisitions and facilities placed~~ in ~~service subsequent to March 31, 2022.~~our portfolio.

Acquisition and ~~Entity Formation Costs~~entity formation costs

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Acquisition and entity formation costs $ 1,491 $ 294 $ 1,197 407.1 %


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Acquisition and entity formation costs	$	1,066	$	1,491	$	(425)	(28.5)	%

Acquisition and entity formation costs ~~increased~~decreased by ~~$1.2 million, or 407.1%,~~28.5% during the three months ended March 31, ~~2023,~~2024, as compared to the three months ended March 31, ~~2022,~~2023, primarily due to costs associated with the True Green II ~~Acquisition.~~Acquisition (as defined in Note 7, "Fair Value Measurements" to our condensed consolidated financial statements included elsewhere in this Report) completed on February 15, 2023.

~~Loss~~(Gain) loss on fair value remeasurement of contingent consideration

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Loss on fair value remeasurement of contingent consideration $ 50 $ 169 $ (119) (70.4) %


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
(Gain) loss on fair value remeasurement of contingent consideration	$	(79)	$	50	$	(129)	(258.0)	%

~~Loss~~Gain or loss on fair value remeasurement of contingent consideration is primarily associated with the True Green II Acquisition, the Caldera Acquisition, and the Solar Acquisition (as defined in ~~Note 7, “Fair Value Measurements.") Loss~~our condensed consolidated financial statements included elsewhere in this Report). A gain or loss on fair value remeasurement was recorded for the three months ended March 31, 2024 and 2023, due to changes in the values of significant assumptions used in the measurement ~~including~~of fair value.

Gain on disposal of property, plant and equipment


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Gain on disposal of property, plant and equipment	$	(88)	$	—	$	(88)	100.0	%

Gain on disposal of property, plant and equipment is associated with the ~~estimated market power rates.~~

~~Stock-based compensation~~

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Stock-based compensation $ 2,872 $ 1,305 $ 1,567 120.1 %

~~Stock-based compensation increased by $1.6 million~~disposal of a solar facility that occurred during the three months ended March 31, ~~2023,~~2024. The gain was calculated as the difference excess of consideration received over the carrying value of the disposed asset.

Stock-based compensation


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Stock-based compensation	$	4,304	$	2,872	$	1,432	49.9	%

Stock-based compensation expense increased by $1.4 million, or 49.9%, during the three months ended March 31, 2024, as compared to the three months ended March 31, ~~2022,~~2023, 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.~~Report).

Change in fair value of ~~redeemable warrant~~Alignment Shares liability

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Change in fair value of redeemable warrant liability $ — $ (18,458) $ 18,458 100.0 %

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 three months ended March 31, 2023.

~~Change in fair value of alignment shares liability~~

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Change in fair value of alignment shares liability $ (17,018) $ (46,346) $ 29,328 (63.3) %


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Change in fair value of Alignment Shares liability	$	(26,077)	$	(17,018)	$	(9,059)	53.2	%

In connection with the Merger, the Company assumed a liability related to ~~alignment shares,~~Alignment Shares, which was remeasured as of March 31, 2024 and 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~~during each period.

Other (income) expense, net


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Other (income) expense, net	$	(683)	$	90	$	(773)	*

* Percentage is not meaningful

Other income was $0.7 million during the three months ended March 31, ~~2023,~~2024, as compared to ~~December 31, 2022.~~

~~Other~~other expense ~~net~~

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Other expense, net $ 90 $ 15 $ 75 500.0 %

~~Other expense was approximately~~of $0.1 million during the three months ended March 31, 2023, ~~as compared~~primarily due to ~~other~~interest income ~~of approximately zero~~ during ~~the~~ three months ended March 31, ~~2022, due to~~2024, as well as miscellaneous other income and expense items during each period.

Interest expense, net

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Interest expense, net $ 12,446 $ 4,938 $ 7,508 152.0 %


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Interest expense, net	$	16,193	$	12,446	$	3,747	30.1	%

Interest expense increased by ~~$7.5~~$3.7 million, or ~~152.0%~~30.1%, during the three months ended March 31, ~~2023,~~2024, as compared to the three months ended March 31, ~~2022,~~2023, primarily due to the increase of outstanding debt held by the ~~Company and~~Company. The increase was partially offset by $2.1 million of unrealized ~~loss~~gain on interest rate swaps during the three months ended March 31, ~~2023.~~2024.

Income tax ~~(expense) benefit~~expense

Three Months Ended
March 31,
Change
2023 2022 $ %
(in thousands)
Income tax (expense) benefit $ (888) $ 123 $ (1,011) *


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Income tax expense	$	(4,896)	$	(888)	$	(4,008)	*

* Percentage is not meaningful

For the three months ended March 31, 2024, the Company recorded an income tax expense of $4.9 million in relation to pretax income of $9.0 million, which resulted in an effective income tax rate of 54.7%. The effective income tax rate was primarily impacted by fair value remeasurement of Alignment Shares, nondeductible compensation, net losses attributable to noncontrolling interests and redeemable noncontrolling interests, and state income taxes.

For the three months ended March 31, 2023, the Company recorded an income tax expense of $0.9 million in relation to a pretax income of $4.7 million, which resulted in an effective income tax rate of 18.8%. The effective income tax rate was primarily impacted by ~~$0.9 million of income tax benefit related to~~ fair value ~~adjustments on alignment shares, $0.7 million~~remeasurement of ~~income tax expense associated with~~Alignment Shares, nondeductible compensation, ~~$0.1 million of income tax benefit from net losses attributable to noncontrolling interests~~ and ~~redeemable noncontrolling interests, and $0.2 million of~~ state income ~~tax expense.~~taxes.

Related to the ~~$0.9 million of income tax benefit,~~fair value remeasurement, the Company has issued ~~alignment shares.~~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 March 31, 2022, the Company recorded an income tax benefit of $0.1 million in relation to a pretax income of $60.0 million, which resulted in an effective income tax rate of negative 0.2%. The effective income tax rate was primarily impacted by $14.7 million of income tax benefit related to fair value adjustments on redeemable warrants and alignment shares, $1.7 million of income tax expense associated with nondeductible compensation, $0.4 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 $14.7 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 sharesAlignment 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
March 31,
Change
2023 2022 $ %
(in thousands)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests $ (1,772) $ (284) $ (1,488) *

* Percentage is not meaningful


	Three Months Ended March 31,				Change
	2024		2023		$		%
	(in thousands)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	$	(3,454)	$	(1,772)	$	(1,682)	94.9	%

Net loss attributable to redeemable noncontrolling interests and noncontrolling interests increased by ~~$1.5~~$1.7 million, or 94.9%, during the three months ended March 31, ~~2023,~~2024, as compared to the three months ended March 31, ~~2022,~~2023, primarily due to changes in funding provided by a tax equity ~~investor~~investors and acquisitions of tax equity partnerships with non-controlling interests. Overall loss was partially offset by loss allocations due to reduced recapture periods for investment tax credits.

Liquidity and Capital Resources

As of March 31, ~~2023,~~2024, the Company had total cash and restricted cash of ~~$84.2~~$203.5 million. For a discussion of our restricted cash, see Note 2, “Significant Accounting Policies, Cash, Cash Equivalents, and Restricted Cash,” to our 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 liquidity included proceeds from the issuance of redeemable preferred stock, borrowings under our debt facilities, third party tax equity investors and cash from operations. ~~Additionally, the Company received cash proceeds of $293 million as a result of the Merger.~~ Our business model requires substantial outside financing arrangements to grow the business and facilitate 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 cash from operations.

The solar energy systems that are in 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~~expects to 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 March 31, ~~2023,~~2024, we do not expect to cancel these agreements.

The Company has operating leases for land and ~~buildings~~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 March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the Company had outstanding letters of credit and surety bonds totaling ~~$23.4~~$58.2 million and ~~$15.4~~$60.1 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

three months ended March 31, 2024, 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”).

As of March 31, ~~2023,~~2024, and December 31, ~~2022,~~2023, 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," to our condensed consolidated financial statements included elsewhere in this Report for further details). The APAF II Term Loan is secured by membership interests in the Company's subsidiaries.

APAF III Term Loan

~~Agreement,~~credit agreement among the APAF III 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~~APAF III Term Loan amortizes at a rate of 2.5% of initial outstanding principal until the anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the APAF III Borrower has the right to increase the funding facility to make additional draws for certain ~~acquisitions of~~ solar ~~assets~~generating facilities, as set forth in the ~~Credit Agreement.~~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,~~expenses. The principal balance borrowed under the APAF III Term Loan was offset by $4.0 million of debt issuance costs and ~~expects~~$6.3 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033. The APAF III Term Loan is secured by membership interests in the Company's subsidiaries.

Construction to Term Loan Facility (as defined below), and to provide long-term financing for new solar projects. The principal balance borrowed under the amendments was offset by $0.3 million ~~upon~~and $0.2 million of issuance costs, respectively, and $1.5 million and $1.1 million of issuance discount, respectively, which have been deferred and will be recognized as interest expense through June 30, 2033.

APAF IV Term Loan

APAGH Term Loan

On December 27, 2023, APA Generation Holdings, LLC (“APAGH” or the “APAGHBorrower”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “APAGH Term Loan”) with an affiliate of Goldman Sachs Asset Management and CPPIB Credit Investments III Inc., a subsidiary of Canada Pension Plan Investment Board, as "Lenders." The total commitment under the credit agreement is $100.0 million. The Company can also allow for the funding of additional incremental loans in an amount not to exceed $100.0 million over the term of the credit agreement at the discretion of the Lenders. Subject to certain exceptions, the APAGH Borrower’s obligations to the Lenders are secured by the assets of the APAGH Borrower, its parent, Altus Power, LLC (“Holdings”) and the Company and are further guaranteed by Holdings and the Company.

Interest accrues on any outstanding balance at an initial fixed rate equal to 8.50%, subject to adjustments. The maturity date of the term loan is December 27, 2029.

$100.0 million, less unamortized debt issuance costs and discount of $4.0 million. As of March 31, 2024, and December 31, 2023, the Company was in compliance with all covenants.

APAG Revolver

APACF II Facility

The aggregate amount of the commitments under the credit agreement is $200.0 million. The APACF II Facility matures on November 10, 2027, and bears interest at an annual rate of SOFR plus 3.25%. Borrowings under the APACF II Facility, which mature 364 days after the borrowings occur, may be used by the APACF II Borrower to fund construction costs including equipment, labor, interconnection, as well as other development costs. The Company incurred $0.3 million of debt issuance costs related to the APACF II Facility, which have been deferred and will be recognized as interest expense through November 10, 2027. On January 19, 2024, the Company borrowed $31.9 million under the APACF II Facility, which was offset by $0.6 million of debt issuance costs, which have been deferred and will be recognized as interest expense through November 10, 2027. The APACF II Facility is secured by membership interests in the Company's subsidiaries and other collateral, including equipment.

Other Term Loans - Construction to Term Loan Facility

Other Term Loans - Project-Level Term Loan

Financing Obligations Recognized in Failed Sale Leaseback Transactions

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 the transaction remaining on the balance sheet of the 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 of March 31, ~~2023,~~2024, the Company's recorded financing obligations were ~~$43.3~~$41.9 million, net of ~~$1.0~~$0.9 million of deferred transaction costs. As of December 31, ~~2022,~~2023, the Company's recorded financing obligations were ~~$35.6~~$41.8 million, net of ~~$1.1~~$0.9 million of deferred transaction costs. Payments of $0.3 million and $0.2 million were made under financing obligations for the three months ended March 31, 2024, and 2023, ~~and 2022.~~respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, was $0.4 million.

Cash Flows

For the Three Months Ended March 31, ~~2023~~2024 and ~~2022~~2023

The following table sets forth the primary sources and uses of cash and restricted cash for each of the periods presented below:


		Three Months Ended March 31,
		2023		2022
		(in thousands)
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
	(in thousands)						(in thousands)
Net cash provided by (used for):	Net cash provided by (used for):
Operating activities
Operating activities
Operating activities	Operating activities	$	14,225	$	3,499
Investing activities	Investing activities	(319,435)		(6,571)
Financing activities	Financing activities	189,993		(4,720)
Net decrease in cash and restricted cash	Net decrease in cash and restricted cash	$	(115,217)	$	(7,792)

Operating Activities

During the three months ended March 31, 2024, cash provided by operating activities of $4.5 million consisted primarily of net income of $4.1 million adjusted for net non-cash income of $2.7 million and a net increase in liabilities of $8.0 million, partially offset by a net increase in assets of $4.8 million.

During the three months ended March 31, 2023, cash provided by operating activities of $14.2 million consisted primarily of net income of $3.8 million adjusted for net non-cash income of $0.9 million, ~~and~~a net increase in assets of $4.7 million, and a net increase in liabilities ~~by $11.4~~of $6.6 million.

Investing Activities

During the three months ended March 31, ~~2022,~~2024, net cash ~~provided~~used in investing activities was $141.9 million, consisting of $18.5 million of capital expenditures, $119.6 million of payments to acquire renewable energy businesses, net of cash and restricted cash acquired, and $4.0 million of payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired. Net cash used in investing activities was partially offset by ~~operating activities~~$0.3 million of ~~$3.5 million consisted primarily~~proceeds from disposal of ~~net income of $60.1 million adjusted for net non-cash expenses of $55.6 million~~property, plant and ~~increase in net liabilities by $1.0 million.~~

~~Investing Activities~~equipment.

During the three months ended March 31, 2023, net cash used in investing activities was $319.4 million, consisting of $24.8 million of capital expenditures, $288.2 million of payments to acquire renewable energy businesses, net of cash and restricted cash acquired, and $6.4 million of payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired.

Financing Activities

During the three months ended March 31, ~~2022,~~2024, net cash ~~used in investing~~provided by financing activities was ~~$6.6~~$122.0 million, ~~fully~~ consisting of ~~capital expenditures.~~$131.9 million of proceeds from issuance of long-term debt. Net cash provided by financing activities was partially off-set

~~Financing Activities~~

~~Net~~by $7.2 million to repay long-term debt, $1.2 million paid for debt issuance costs, and $1.5 million of distributions to noncontrolling interests.

During the three months ended March 31, 2023, net cash provided by financing activities was $190.0 million, ~~for the three months ended March 31, 2023, which primarily consisted~~consisting of $204.7 million of proceeds from issuance of long-term debt and $1.7 million of contributions from noncontrolling interests. Net cash provided by financing activities was partially ~~off-set~~offset by $7.7 million to repay long-term debt, $2.0 million paid for debt issuance costs, ~~$1.1~~$4.5 million of ~~distributions to noncontrolling interests, $4.5 million for~~ deferred purchase price payable, ~~and~~ $1.1 million ~~paid for the~~of redemption of redeemable noncontrolling ~~interests.~~

Net cash used for financing activities was $4.7 million for the three months ended March 31, 2022, which consisted primarily of $3.4 million to repay long-term debt, $0.7 million paid for equity issuance costs,interests, and ~~$0.6~~$1.1 million of distributions to noncontrolling interests.

Critical Accounting Policies and Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets, goodwill, identifiable intangibles, contingent consideration liabilities and deferred income tax valuation allowances. We base our estimates on historical experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our condensed consolidated financial statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared. As of March 31, ~~2023,~~2024, there have been no significant changes to the accounting estimates that we have deemed critical. Our critical accounting estimates are more fully described in our ~~2022~~2023 Annual Report on Form 10-K.

Other than the policies noted in Note 2, “Significant Accounting Policies,” in the Company’s notes to the condensed consolidated financial statements in this ~~Quarterly~~ Report, ~~on Form 10-Q,~~ there have been no material changes to its critical accounting policies and estimates as compared to those disclosed in its audited consolidated financial statements in our ~~2022~~2023 Annual Report on Form 10-K.

Emerging Growth Company Status

In April 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company,” or an EGC, can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. Thus, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Altus Power has elected to use the extended transition period for new or revised accounting standards during the period in which we remain an EGC.

We expect to remain an EGC until the earliest to occur of: (1) the last day of the fiscal year in which we, as applicable, have more than $1.235 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) December 31, 2025, the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our stock held by non-affiliates is greater than or equal to $250 million as of the end of that fiscal year's second fiscal quarter, or (ii) our annual revenues are greater than or equal to $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is greater than or equal to $700 million as of the end of that fiscal year's second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our condensed consolidated financial statements appearing elsewhere in this ~~Quarterly~~ Report ~~on Form 10-Q~~.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks in our normal business activities. Market risk is the potential loss that may result from market changes associated with our business or with an existing or forecasted financial or commodity transactions.

Interest Rate Risk

A significant portion of our outstanding debt has a fixed interest rate (for further details refer to Note 6, "Debt," toin our unaudited condensed consolidated financial statements included elsewhere in this ~~Quarterly Report on Form 10-Q)~~Report). However, changes in

interest rates create a modest risk because certain borrowings bear interest at floating rates based on LIBOR plus a specified margin. We sometimes manage our interest rate exposure on floating-rate debt by entering into derivative instruments to hedge all or a

portion of our interest rate exposure on certain debt facilities. We do not enter into any derivative instruments for trading or speculative purposes. Changes in economic conditions could result in higher interest rates, thereby increasing our interest expense and operating expenses and reducing funds available for capital investments, operations, and other purposes. A hypothetical 10% increase in our interest rates on our variable debt facilities would not have a material impact on the value of the Company’s cash, cash equivalents, debt, net ~~loss,~~income, or cash flows.

Credit Risk

Financial instruments which potentially subject Altus to significant concentrations of credit risk consist principally of cash and restricted cash. Our investment policy requires cash and restricted cash to be placed with high-quality financial institutions and limits the amount of credit risk from any one issuer. We additionally perform ongoing credit evaluations of our customers’ financial condition whenever deemed necessary and generally do not require collateral.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our ~~Co-Chief~~Chief Executive ~~Officers~~Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q, as such term is defined in Rules 13a‐15(e) and 15d‐15(e) under the Securities and Exchange Act, as amended (the “Exchange Act”).

Disclosure controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our ~~Co-Chief~~Chief Executive ~~Officers~~Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation of our disclosure controls and procedures, our management, including our ~~Co-Chief~~Chief Executive ~~Officers~~Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures were not effective as of March 31, ~~2023,~~2024, because of the material weaknesses in our internal control over financial reporting that were disclosed in our ~~2022~~2023 Annual Report on Form 10-K.

Remediation Plan

As previously described in Part II, Item 9A of our ~~2022~~2023 Annual Report on Form 10-K, with the oversight of senior management and our audit committee, we are taking the steps below and plan to take additional measures to remediate the underlying causes of the material weaknesses:

•We have proceeded with steps intended to remediate the insufficient qualified personnel material weakness, including ~~hiring additional finance department employees with appropriate expertise;~~the verification that sufficient resources are maintained to operate an effective control environment;

•We have ~~progressed towards the completion of our~~performed an initial formalized risk assessment for SOX processes, ~~including process mapping;~~and are remediating identified control gaps; and

•We have proceeded with steps intended to remediate the selection and development of control activities material weakness through the ~~documentation~~implementation of ~~processes~~numerous controls over systems, process, governance and ~~controls in the financial statement close, reporting and disclosure processes while working to further enable our enterprise resource planning system and implement supporting software~~people to improve the ~~accuracy and~~broader effectiveness of internal controls over financial reporting.

We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses.

Changes in Internal Control over Financial Reporting

As discussed above, we implemented certain measures to remediate the material weaknesses identified in the design and operation of our internal control over financial reporting. Other than those measures, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, ~~2023~~2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5053

Part II - Other Information

Item 1. Legal Proceedings

From time to time, 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. All current pending 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.

Item 1A. Risk Factors

There have been no material changes to the Risk Factors described in Part I, Item 1A "Risk Factors" of the ~~2022~~2023 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~

During the three months ended March 31, 2024, the following director/officer terminated their previously adopted “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense of Rule 10b5-1(c): Mr. Weber terminated his 10b5-1 trading arrangement, which was adopted on September 14, 2023 had a duration of December 14, 2023 to December 31, 2024, and provided for a sale of 750,000 total shares of Class A common stock, subject to certain pricing triggers.

During the three months ended March 31, 2024, the following directors and/or officers adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense of Rule 10b5-1(c):

Name and Title

Maximum Number of Shares of Class A Common Stock to be Sold (1)

Duration (2)

Adoption Date

Expiration Date

Lars Norell (3)

Former Co-Chief Executive Officer

1,080,000

July 1, 2024 – May 30, 2025

March 28, 2024

May 30, 2025

(1) The volume of sales is determined, in part, based on certain pricing triggers outlined in each adopting person's trading arrangement.

(2) Each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the expiration date listed in the table.

(3) Mr. Norell entered into his Rule 10b5-1 trading arrangement, dated March 28, 2024 (the “Norell Trading Arrangement”) through Start Capital LLC, an entity which he controls. The Norell Trading Arrangement amends Mr. Norell’s prior Rule 10b5-1 trading arrangement intending to satisfy the affirmative defense of Rule 10b5-1(c), which was adopted on December 28, 2022, and amended on August 25, 2023, had a duration of December 1, 2023 to May 30, 2025, and provided for a sale of 1,800,000 total shares of Class A common stock, subject to certain pricing triggers.

Item 6. Exhibits


Exhibit No.						Description
10.1*						Separation and Release of Claims Agreement by and between Altus Power, Inc. and its affiliates and subsidiaries, and Lars Norell, dated as of April 28, 2024
10.2*						Assignment and Assumption Agreement by and among Altus Power, Inc., CBRE Acquisition Sponsor, LLC, and Robert Charles Bernard , dated as of April 18, 2024
31.1*						Certification of ~~Co-Chief~~Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
31.2*						~~Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002~~
31.3*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
32**						Certification of ~~Co-Chief~~Chief Executive Officers and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its tags are embedded within the inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the inline XBRL document).

*Filed herewith

**Furnished herewith

5155

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Date: May ~~15, 2023~~9, 2024	By:	/s/ Gregg J. Felton
	Name:	Gregg J. Felton
	Title:	~~Co-Chief~~Chief Executive Officer


Date: May ~~15, 2023~~	~~By:~~	~~/s/ Lars R. Norell~~
	~~Name:~~	~~Lars R. Norell~~
	~~Title:~~	~~Co-Chief Executive Officer~~


~~Date: May 15, 2023~~9, 2024	By:	/s/ Dustin L. Weber
	Name:	Dustin L. Weber
	Title:	Chief Financial Officer

5256


	For the three months ended March 31, 2023 (unaudited)		For the three months ended March 31, 2022 (unaudited)
Operating revenues	$	32,848	$	29,472
Net income	6,429		62,568


	As of March 31, 2023				As of December 31, 2022
	Letters of Credit Outstanding		Unused Capacity		Letters of Credit Outstanding		Unused Capacity
Deutsche Bank	$	0.7	$	11.8	$	0.7	$	11.8
Fifth Third Bank	12.1		—		12.1		—
CIT Bank, N.A.	0.5		—		0.6		—
KeyBank and Huntington	0.2		15.6		—		15.6
Citibank, N.A.	5.5		69.5		—		75.0
Total	$	19.0	$	96.9	$	13.4	$	102.4


2023	$	7,754
2024	10,678
2025	10,680
2026	10,773
2027	10,834
Thereafter	183,670
Total	$	234,389
Less: Present value discount	(101,076)
Lease liability	$	133,313


	As of March 31, 2023	As of March 31, 2022	Change
Megawatts installed	678	362	316