Acquisitions | Acquisitions 2021 Acquisitions Acquisition of Gridley On January 14, 2021, the Company acquired a portfolio of two solar energy facilities (the “ Gridley Acquisition ”) located in California with a combined nameplate capacity of 4.3 MW from a third party for a total purchase price of $5.0 million, including $0.1 million of transaction related costs. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $5.3 million of property, plant and equipment and assumed $0.3 million of other liabilities. Acquisition of Stellar CNI On July 29, 2021, the Company acquired a portfolio of three solar energy facilities located in Connecticut, Iowa and New York (the “ Stellar CNI Acquisition ”) with a combined nameplate capacity of 4.4 MW from a third party for a total purchase price of $5.8 million, including $0.2 million of transaction related costs. As of December 31, 2021, $0.4 million of total consideration remained payable to the seller and was included in purchase price payables on the consolidated balance sheet. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $5.9 million of property, plant and equipment and assumed $0.1 million of asset retirement obligations. Acquisition of TrueGreen On August 25, 2021, APA Finance, LLC, a wholly-owned subsidiary of the Company, acquired a 79 MW portfolio of twenty eight solar energy facilities operating across seven U.S. states. The portfolio was acquired from private equity funds managed by True Green Capital Management, LLC for total consideration of $197.4 million (“ TrueGreen Acquisition ”). The TrueGreen Acquisition was made pursuant to a purchase and sale agreement (the “PSA”) dated August 25, 2021, entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in a holding entity that owns solar energy facilities. The Company accounted for the TrueGreen Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the assets acquired and liabilities assumed on August 25, 2021, were recognized generally based on their estimated fair values. All fair value measurements of assets acquired and liabilities assumed, including the non-controlling 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 accounting for the TrueGreen Acquisition was finalized as of December 31, 2021. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional amounts recognized, which resulted in a decrease to the goodwill of $1.4 million. The decrease was primarily due to an increase in Property, plant and equipment and Intangible assets by $0.3 million and $0.5 million, respectively, due to the clarification of information utilized to determine fair value during the measurement period. Additionally, the Company recorded a measurement period adjustment of $0.5 million to reduce the fair value of consideration transferred as a result of reconciling working capital adjustment and escrow accounts with the seller. The final amounts recognized for the assets, liabilities and non-controlling interests pertaining to this business combination was as follows (in thousands): Provisional accounting as of August 25, 2021 Measurement period adjustments Final amounts as of August 25, 2021 Assets Accounts receivable $ 3,420 $ 32 $ 3,452 Other assets 510 — 510 Property, plant and equipment 201,150 310 201,460 Intangible assets 5,225 510 5,735 Total assets acquired 210,305 852 211,157 Liabilities Accounts payable 23 (23) — Long-term debt 1,795 — 1,795 Intangible liabilities 10,115 (10) 10,105 Asset retirement obligation 1,998 — 1,998 Other liabilities 935 55 990 Total liabilities assumed 14,866 22 14,888 Non-controlling interests (1) 4,315 — 4,315 Goodwill 1,965 (1,365) 600 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 The fair value of consideration transferred, net of cash acquired, as of August 25, 2021, is determined as follows: Cash consideration to the seller on closing $ 136,689 $ — $ 136,689 Cash consideration paid to settle debt and interest rate swaps on behalf of the seller 51,523 — 51,523 Cash in escrow accounts 2,738 (112) 2,626 Purchase price payable (2) 6,486 (423) 6,063 Total fair value of consideration transferred 197,436 (535) 196,901 Cash acquired 229 — 229 Restricted cash acquired 4,118 — 4,118 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 (1) T he fair value of the non-controlling interests was determined using an income approach representing the best indicator of fair value and was supporte d by a discounted cash flow technique. (2) The Company paid the total purchase price payable after the acquisition date but prior to December 31, 2021. The Company incurred approximately $0.9 million in acquisition costs related to the TrueGreen Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statements of operations for the year ended December 31, 2021. The impact of the TrueGreen Acquisition on the Company’s revenue and net income in the consolidated statements of operations was an increase of $8.4 million and increase of $5.1 million for the year ended December 31, 2021, respectively. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and SRECs generated by acquired solar generating facilities as well as to O&M contracts and leases. 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 Weighted Average Amortization Period Favorable rate revenue contracts – PPA $ 4,500 20 years Favorable rate revenue contracts – SREC 450 7 years Favorable O&M contracts 135 4 years Site lease acquisition 650 13 years Unfavorable rate revenue contracts – PPA (6,635) 12 years Unfavorable rate revenue contracts – SREC (3,470) 2 years Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the TrueGreen Acquisition as if it had occurred on January 1, 2020. 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 TrueGreen Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 88,431 $ 68,702 Net income 20,020 3,174 Acquisition of Beaver Run On October 22, 2021, APA Finance, LLC, a wholly-owned subsidiary of the Company, acquired a solar energy facility located in New Jersey (the “ Beaver Run Acquisition ”) with a nameplate capacity of 9.9 MW from a third party for a total purchase price of $13.5 million. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $13.5 million of property, plant and equipment, $0.4 million of other assets, and assumed $0.4 million of asset retirement obligations. Acquisition of Stellar HI On October 28, 2021, the Company acquired a 3.1 MW portfolio of seventeen solar projects and a 2.1 MW battery energy storage system located in Hawaii (the " Stellar HI Acquisition ") from a third party for a total purchase price of $6.4 million. The Company accounted for the Stellar HI 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 based on their estimated fair values, which equaled the consideration paid. Of the total purchase price, $10.6 million was allocated to property, plant and equipment, $0.2 million to cash, $0.3 million to restricted cash, $0.2 million to accounts receivable, $4.1 million to financing lease obligations, $0.7 million to intangible liabilities, and $0.1 million to asset retirement obligations. The purchase accounting for the Stellar HI Acquisition was finalized as of December 31, 2021. The Company incurred approximately $0.1 million in acquisition costs related to the Stellar HI Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statements of operations for the year ended December 31, 2021. The Company attributed the intangible liability values to unfavorable rate revenue contracts to sell power generated by acquired solar generating facilities. As of the acquisition date, estimated fair values and the weighted average amortization period of the assumed intangible liabilities were $0.7 million and 11 years, respectively. The impact of the Stellar HI Acquisition on the Company’s revenue and net income in the consolidated statements of operations was an increase of $0.2 million and zero for the year ended December 31, 2021, respectively. Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the Stellar HI Acquisition as if it had occurred on January 1, 2020. 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 Stellar HI Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 73,088 $ 46,268 Net income (loss) 13,199 (1,704) Acquisition of Landmark On December 31, 2021, the Company acquired a solar energy facility located in Illinois (the " Landmark Acquisition ") with a nameplate capacity of 2.6 MW from a third party for a total purchase price of $3.6 million. The transaction was accounted for as an acquisition of a variable interest entity that did not meet the definition of a business, therefore the assets acquired and liabilities assumed were recorded at their fair values, which equaled the consideration paid. Of the total purchase price, $3.6 million was allocated to property, plant and equipment, $0.2 million to other assets, $0.1 million to asset retirement obligations, and $0.3 million to redeemable non-controlling interest. 2020 Acquisitions Acquisition of FUSE On February 28, 2020, the Company acquired a portfolio of three solar energy facilities (the “ FUSE Acquisition ”) located in New Jersey with a combined nameplate capacity of 1.9 MW from a third party for a total purchase price of $2.4 million in cash. The facilities are contracted under long-term PPAs with a local utility. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $2.9 million of property, plant and equipment, $0.1 million of cash and $0.3 million of restricted cash. The Company also assumed long-term debt of $0.9 million. Acquisition of SunPeak On August 12, 2020, the Company acquired a portfolio of twenty two solar energy facilities located in California and one located in Massachusetts (the “ SunPeak Acquisition ”) with a combined nameplate capacity of 21.9 MW from a third party for a total purchase price of $10.9 million, including $0.4 million of transaction related costs. This transaction was accounted for as an acquisition of assets. The following table presents the allocation of the purchase price to the assets acquired based on their relative fair values as well as fair value of liabilities assumed and noncontrolling interest on August 12, 2020 (in thousands): Accounts receivable $ 384 Other current assets 71 Property, plant and equipment 24,983 Intangible assets 716 Accounts payable (141) Other current liabilities (918) Long-term debt (15,051) Asset retirement obligation (400) Noncontrolling interest (925) Total cash and transaction costs paid net of cash acquired (1) $ 8,719 (1) The Company acquired cash of $0.4 million and restricted cash of $1.8 million as of the acquisition date. Acquisition of Beltline On August 14, 2020, BT GA Solar, a wholly-owned subsidiary of the Company, acquired a portfolio of twenty one solar energy facilities located in Georgia (the “ Beltline Acquisition ”) with a combined nameplate capacity of 4.0 MW from a third party for a total purchase price of $6.1 million. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $6.0 million of property, plant and equipment and $0.1 million of other assets. Acquisition of Charlotte Solar On October 30, 2020, the Company acquired 100% of the outstanding shares of common stock of a Nevada corporation, which owns 100% of the membership interest in a solar energy facility located in Vermont with a nameplate capacity of 2.4 MW (the “ Charlotte Acquisition ”). The total cash consideration amounted to $8.0 million, including $0.1 million of transaction related costs. This transaction was accounted for as an acquisition of assets. The following table presents the allocation of the purchase price to the assets acquired based on their relative fair values and fair values of liabilities assumed on October 30, 2020 (in thousands): Accounts receivable $ 50 Property, plant and equipment 6,293 Intangible assets 911 Accounts payable (12) Deferred tax liabilities (805) Asset retirement obligation (98) Total cash and transaction costs paid net of cash acquired $ 6,339 Solar Acquisition On December 22, 2020, APA Finance, LLC, a wholly-owned subsidiary of the Company, acquired a portfolio of sixteen solar energy facilities with a combined nameplate capacity of 61.5 MW located in various states of the U.S. (“ Solar Acquisition ”) from a third party seller. The Solar Acquisition was made pursuant to a membership interest purchase agreement (the “ Purchase Agreement ”) dated December 22, 2020, entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the Purchase Agreement, the Company acquired 100% ownership interest in seven managing members of partnerships that own solar energy facilities. The Company accounted for the Solar 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 22, 2020 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 purchase accounting for the Solar Acquisition was finalized as of December 22, 2021. The final allocation of the acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to this business combination as of December 22, 2020, was as follows (in thousands): Assets Accounts receivable $ 2,000 Other assets 672 Property, plant and equipment 128,050 Intangible assets 960 Total assets acquired 131,682 Liabilities Accounts payable 747 Intangible liabilities 1,020 Asset retirement obligation 2,571 Other liabilities 441 Total liabilities assumed 4,779 Noncontrolling interests (1) 8,475 Total fair value of consideration transferred, net of cash acquired $ 118,428 The fair value of consideration transferred, net of cash acquired, as of December 22, 2020, is determined as follows: Cash consideration paid to the seller $ 29,849 Cash consideration paid to settle debt 84,883 Cash consideration payable to the seller (2) 7,176 Contingent consideration 5,100 Total fair value of consideration transferred 127,008 Cash acquired 4,868 Restricted cash acquired 3,712 Total fair value of consideration transferred, net of cash acquired $ 118,428 (1) The fair value of the non-controlling interests was determined using an income approach representing the best indicator of fair value and was supported by a discounted cash flow technique. (2) The Company paid $4.5 million of the purchase price payable after the acquisition date but prior to December 31, 2020. The remaining purchase price payable of $2.6 million was paid during the year ended December 31, 2021. The contingent consideration is related to the estimated earnout cash payments of a maximum of $10.5 million dependent on actual market power rates during the 36-month period since the acquisition date and actual power generation of acquired solar generating facilities during the 18–36-month period since the acquisition date. The Company determined the estimated fair value of the contingent consideration at the acquisition date using a Monte Carlo simulation model. The inputs include the estimated power generation volumes and power rates, and a risk-adjusted discount rate. The inputs are significant inputs not observable in the market, which are referred to as Level 3 inputs, refer to Note 2. The estimated fair value of contingent consideration of $2.3 million and $5.1 million was recorded as of December 31, 2021 and December 31, 2020, respectively, within other long-term liabilities on the consolidated balance sheets. Additionally, the Company incurred approximately $0.5 million in acquisition-related costs related to the Solar Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statements of operations for the year ended December 31, 2020. The amounts of the acquired projects’ revenues, operating income, net income (loss) and net income (loss) attributable to the Common equity stockholder included in the consolidated statements of operations for the period from December 23, 2020 through December 31, 2020 were not material. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and SRECs generated by acquired solar generating facilities. 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 Weighted Average Amortization Period Favorable rate revenue contracts – NMC $ 960 5 years Unfavorable rate revenue contracts – NMC (270) 23 years Unfavorable rate revenue contracts – SREC (750) 3 years Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the acquisition of the Solar Acquisition as if it had occurred on January 1, 2019. 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 Solar Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2020 2019 Operating revenues $ 55,528 $ 43,269 Net loss (2,840) (8,713) |