Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-04321 | |
Entity Registrant Name | ALTUS POWER, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3448396 | |
Entity Address, Address Line One | 2200 Atlantic Street, Sixth Floor | |
Entity Address, City or Town | Stamford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06902 | |
City Area Code | 203 | |
Local Phone Number | 698-0090 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | AMPS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001828723 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 158,829,401 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,207,500 |
Consolidated Consolidated State
Consolidated Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Operating revenues, net | $ 30,438 | $ 20,138 | $ 74,399 | $ 50,222 |
Operating expenses | ||||
Cost of operations (exclusive of depreciation and amortization shown separately below) | 4,488 | 3,849 | 12,842 | 10,005 |
General and administrative | 6,560 | 4,630 | 19,502 | 12,073 |
Depreciation, amortization and accretion expense | 7,134 | 5,309 | 20,819 | 14,167 |
Acquisition and entity formation costs | 237 | 954 | 583 | 1,186 |
Loss (gain) on fair value remeasurement of contingent consideration, net | 825 | (350) | (146) | (2,400) |
Gain on disposal of property, plant and equipment | (2,222) | 0 | (2,222) | 0 |
Stock-based compensation | 2,708 | 34 | 6,670 | 111 |
Total operating expenses | 19,730 | 14,426 | 58,048 | 35,142 |
Operating income | 10,708 | 5,712 | 16,351 | 15,080 |
Other (income) expense | ||||
Change in fair value of redeemable warrant liability | 29,564 | 0 | 6,447 | 0 |
Change in fair value of alignment shares liability | 72,418 | 0 | 9,367 | 0 |
Other (income) expense, net | (2,267) | 1,087 | (2,860) | 838 |
Interest expense, net | 5,657 | 5,223 | 15,768 | 13,962 |
Loss on extinguishment of debt | 0 | 3,245 | 0 | 3,245 |
Total other expense | 105,372 | 9,555 | 28,722 | 18,045 |
Loss before income tax expense | (94,664) | (3,843) | (12,371) | (2,965) |
Income tax (expense) benefit | (1,964) | 2,552 | (2,548) | 1,497 |
Net loss | (96,628) | (1,291) | (14,919) | (1,468) |
Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests | 352 | (236) | (2,473) | (186) |
Net loss attributable to Altus Power, Inc. | $ (96,980) | $ (1,055) | $ (12,446) | $ (1,282) |
Net loss per share attributable to common stockholders | ||||
Net loss per share attributable to common stockholders – basic (in usd per share) | $ (0.63) | $ (0.01) | $ (0.08) | $ (0.01) |
Net loss per share attributable to common stockholders – diluted (in usd per share) | $ (0.63) | $ (0.01) | $ (0.08) | $ (0.01) |
Weighted average shares used to compute net loss per share attributable to common stockholders | ||||
Weighted average shares of common stock outstanding – basic (in shares) | 154,455,228 | 88,741,089 | 153,482,503 | 88,741,089 |
Weighted average shares of common stock outstanding – diluted (in shares) | 154,455,228 | 88,741,089 | 153,482,503 | 88,741,089 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 290,894 | $ 325,983 |
Current portion of restricted cash | 2,477 | 2,544 |
Accounts receivable, net | 15,725 | 9,218 |
Other current assets | 6,406 | 6,659 |
Total current assets | 315,502 | 344,404 |
Restricted cash, noncurrent portion | 4,018 | 1,794 |
Property, plant and equipment, net | 788,132 | 745,711 |
Intangible assets, net | 19,571 | 16,702 |
Other assets | 3,107 | 4,638 |
Total assets | 1,130,330 | 1,113,249 |
Current liabilities: | ||
Accounts payable | 2,382 | 3,591 |
Interest payable | 4,459 | 4,494 |
Current portion of long-term debt, net | 17,321 | 21,143 |
Due to related parties | 47 | 0 |
Other current liabilities | 8,455 | 3,663 |
Total current liabilities | 32,664 | 32,891 |
Redeemable warrant liability | 12,715 | 49,933 |
Alignment shares liability | 136,826 | 127,474 |
Long-term debt, net of unamortized debt issuance costs and current portion | 527,709 | 524,837 |
Intangible liabilities, net | 12,532 | 13,758 |
Asset retirement obligations | 7,933 | 7,628 |
Deferred tax liabilities, net | 11,973 | 9,603 |
Other long-term liabilities | 8,316 | 5,587 |
Total liabilities | 750,668 | 771,711 |
Commitments and contingent liabilities (Note 10) | ||
Redeemable noncontrolling interests | 18,444 | 15,527 |
Stockholders' equity | ||
Common stock $0.0001 par value; 988,591,250 shares authorized as of September 30, 2022, and December 31, 2021; 157,696,560 and 153,648,830 shares issued and outstanding as of September 30, 2022, and December 31, 2021, respectively | 16 | 15 |
Preferred stock $0.0001 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2022, and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 455,869 | 406,259 |
Accumulated deficit | (113,802) | (101,356) |
Total stockholders' equity | 342,083 | 304,918 |
Noncontrolling interests | 19,135 | 21,093 |
Total equity | 361,218 | 326,011 |
Total liabilities, redeemable noncontrolling interests, and stockholders' equity | $ 1,130,330 | $ 1,113,249 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 988,591,250 | 988,591,250 |
Common stock, issued (in shares) | 157,696,560 | 153,648,830 |
Common stock, outstanding (in shares) | 157,696,560 | 153,648,830 |
Redeemable preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Redeemable preferred stock, issued (in shares) | 0 | 0 |
Redeemable preferred stock, outstanding (in shares) | 0 | 0 |
Assets of consolidated VIEs, included in total assets above: | ||
Current portion of restricted cash | $ 2,477 | $ 2,544 |
Accounts receivable, net | 15,725 | 9,218 |
Other current assets | 6,406 | 6,659 |
Restricted cash, noncurrent portion | 4,018 | 1,794 |
Property, plant and equipment, net | 788,132 | 745,711 |
Intangible assets, net | 19,571 | 16,702 |
Other assets | 3,107 | 4,638 |
Total assets of consolidated VIEs | 1,130,330 | 1,113,249 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 2,382 | 3,591 |
Current portion of long-term debt, net | 17,321 | 21,143 |
Other current liabilities | 8,455 | 3,663 |
Long-term debt, net of unamortized debt issuance costs and current portion | 527,709 | 524,837 |
Intangible liabilities, net | 12,532 | 13,758 |
Asset retirement obligations | 7,933 | 7,628 |
Other long-term liabilities | 8,316 | 5,587 |
Total liabilities of consolidated VIEs | 750,668 | 771,711 |
Variable Interest Entity, Primary Beneficiary | ||
Assets of consolidated VIEs, included in total assets above: | ||
Cash | 10,874 | 7,524 |
Current portion of restricted cash | 1,151 | 1,763 |
Accounts receivable, net | 3,973 | 2,444 |
Other current assets | 1,358 | 1,400 |
Restricted cash, noncurrent portion | 1,468 | 1,122 |
Property, plant and equipment, net | 370,154 | 363,991 |
Intangible assets, net | 5,588 | 6,909 |
Other assets | 889 | 739 |
Total assets of consolidated VIEs | 395,455 | 385,892 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 408 | 419 |
Current portion of long-term debt, net | 2,330 | 2,457 |
Other current liabilities | 787 | 776 |
Long-term debt, net of unamortized debt issuance costs and current portion | 33,677 | 34,022 |
Intangible liabilities, net | 1,952 | 2,420 |
Asset retirement obligations | 4,048 | 3,988 |
Other long-term liabilities | 1,144 | 548 |
Total liabilities of consolidated VIEs | $ 44,346 | $ 44,630 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Public and Placement Warrants | Previously Reported | Revision of Prior Period, Adjustment | Preferred Class A | Total Stockholders' Equity (Deficit) | Total Stockholders' Equity (Deficit) Public and Placement Warrants | Total Stockholders' Equity (Deficit) Previously Reported | Total Stockholders' Equity (Deficit) Revision of Prior Period, Adjustment | Total Stockholders' Equity (Deficit) Preferred Class A | Common Stock | Common Stock Public and Placement Warrants | Common Stock Previously Reported | Common Stock Revision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in Capital Public and Placement Warrants | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Revision of Prior Period, Adjustment | Additional Paid-in Capital Preferred Class A | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Deficit Preferred Class A | Non Controlling Interests | Non Controlling Interests Previously Reported |
Beginning balance (in shares) at Dec. 31, 2020 | 89,999,976 | 1,029 | 89,998,947 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 138,995 | $ (64,752) | $ 203,747 | $ 124,979 | $ (78,768) | $ 203,747 | $ 9 | $ 1 | $ 8 | $ 205,772 | $ 2,033 | $ 203,739 | $ (80,802) | $ (80,802) | $ 14,016 | $ 14,016 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of Series A preferred stock | $ 82,000 | $ 82,000 | $ 82,000 | |||||||||||||||||||||
Cash contributions from noncontrolling interests | 2,708 | 2,708 | ||||||||||||||||||||||
Accretion of Series A preferred stock | 0 | 1,616 | $ (1,616) | |||||||||||||||||||||
Stock-based compensation | 111 | 111 | 111 | |||||||||||||||||||||
Accrued dividends and commitment fees on Series A preferred stock | 0 | 13,584 | (13,584) | |||||||||||||||||||||
Payment of dividends and commitment fees on Series A preferred stock | (17,747) | (17,747) | (17,747) | |||||||||||||||||||||
Cash distributions to noncontrolling interests | (1,093) | (1,093) | ||||||||||||||||||||||
Accrued distributions to noncontrolling interests | 0 | 0 | ||||||||||||||||||||||
Redemption of redeemable noncontrolling interests | 1,031 | 1,031 | 1,031 | |||||||||||||||||||||
Noncontrolling interests assumed through acquisitions | 4,315 | 4,315 | ||||||||||||||||||||||
Net income (loss) | (799) | (1,282) | (1,282) | 483 | ||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 89,999,976 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 209,521 | 189,092 | $ 9 | 286,367 | (97,284) | 20,429 | ||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 89,999,976 | |||||||||||||||||||||||
Beginning balance at Jun. 30, 2021 | 131,017 | 116,450 | $ 9 | 207,021 | (90,580) | 14,567 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of Series A preferred stock | 82,000 | 82,000 | 82,000 | |||||||||||||||||||||
Cash contributions from noncontrolling interests | 2,269 | 2,269 | ||||||||||||||||||||||
Accretion of Series A preferred stock | 0 | 545 | (545) | |||||||||||||||||||||
Stock-based compensation | 34 | 34 | 34 | |||||||||||||||||||||
Accrued dividends and commitment fees on Series A preferred stock | 0 | 5,104 | $ (5,104) | |||||||||||||||||||||
Payment of dividends and commitment fees on Series A preferred stock | $ (9,368) | $ (9,368) | $ (9,368) | |||||||||||||||||||||
Cash distributions to noncontrolling interests | (487) | (487) | ||||||||||||||||||||||
Accrued distributions to noncontrolling interests | 145 | 145 | ||||||||||||||||||||||
Redemption of redeemable noncontrolling interests | 1,031 | 1,031 | 1,031 | |||||||||||||||||||||
Noncontrolling interests assumed through acquisitions | 4,315 | 4,315 | ||||||||||||||||||||||
Net income (loss) | (1,435) | (1,055) | (1,055) | (380) | ||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 89,999,976 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 209,521 | 189,092 | $ 9 | 286,367 | (97,284) | 20,429 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 153,648,830 | 153,648,830 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 326,011 | 304,918 | $ 15 | 406,259 | (101,356) | 21,093 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Cash contributions from noncontrolling interests | 2,133 | 2,133 | ||||||||||||||||||||||
Stock-based compensation | 6,670 | 6,670 | 6,670 | |||||||||||||||||||||
Cash distributions to noncontrolling interests | (1,188) | (1,188) | ||||||||||||||||||||||
Redemption of redeemable noncontrolling interests | (712) | (712) | (712) | |||||||||||||||||||||
Net income (loss) | (15,349) | (12,446) | (12,446) | (2,903) | ||||||||||||||||||||
Conversion of convertible securities (in shares) | 2,021 | 1,111,243 | ||||||||||||||||||||||
Conversion of convertible securities | 15 | $ 7,779 | 15 | $ 7,779 | 15 | $ 7,779 | ||||||||||||||||||
Exercised warrants (in shares) | 2,934,466 | |||||||||||||||||||||||
Exercised Warrants | $ 35,859 | 35,859 | $ 1 | 35,858 | ||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 157,696,560 | 157,696,560 | ||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 361,218 | 342,083 | $ 16 | 455,869 | (113,802) | 19,135 | ||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 154,718,268 | |||||||||||||||||||||||
Beginning balance at Jun. 30, 2022 | 418,720 | 400,025 | $ 15 | 416,832 | (16,822) | 18,695 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Cash contributions from noncontrolling interests | 1,069 | 1,069 | ||||||||||||||||||||||
Stock-based compensation | 2,708 | 2,708 | 2,708 | |||||||||||||||||||||
Cash distributions to noncontrolling interests | (522) | (522) | ||||||||||||||||||||||
Net income (loss) | (97,087) | (96,980) | (96,980) | (107) | ||||||||||||||||||||
Conversion of convertible securities (in shares) | 0 | 43,826 | ||||||||||||||||||||||
Conversion of convertible securities | $ 471 | $ 471 | $ 471 | |||||||||||||||||||||
Exercised warrants (in shares) | 2,934,466 | |||||||||||||||||||||||
Exercised Warrants | $ 35,859 | 35,859 | $ 1 | 35,858 | ||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 157,696,560 | 157,696,560 | ||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 361,218 | $ 342,083 | $ 16 | $ 455,869 | $ (113,802) | $ 19,135 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (14,919) | $ (1,468) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation, amortization and accretion | 20,819 | 14,167 |
Unrealized gain on interest rate swaps | (2,387) | (356) |
Deferred tax expense | 2,370 | (1,517) |
Loss on extinguishment of debt | 0 | 3,245 |
Amortization of debt discount and financing costs | 2,151 | 2,165 |
Change in fair value of redeemable warrant liability | 6,447 | 0 |
Change in fair value of alignment shares liability | 9,367 | 0 |
Remeasurement of contingent consideration | (146) | (2,400) |
Gain on disposal of property, plant and equipment | (2,222) | 0 |
Stock-based compensation | 6,670 | 111 |
Other | (171) | (232) |
Changes in assets and liabilities, excluding the effect of acquisitions | ||
Accounts receivable | (6,405) | (2,384) |
Other assets | 2,927 | (148) |
Accounts payable | (1,209) | 6,221 |
Interest payable | (2) | 566 |
Other liabilities | 1,549 | 278 |
Net cash provided by operating activities | 24,839 | 18,248 |
Cash flows used for investing activities | ||
Capital expenditures | (35,670) | (10,255) |
Payments to acquire businesses, net of cash and restricted cash acquired | 0 | (192,565) |
Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired | (13,342) | (10,673) |
Proceeds from disposal of property, plant and equipment | 3,605 | 0 |
Other | 496 | 0 |
Net cash used for investing activities | (44,911) | (213,493) |
Cash flows used for financing activities | ||
Proceeds from issuance of long-term debt | 0 | 288,922 |
Repayment of long-term debt | (13,301) | (148,790) |
Payment of debt issuance costs | (68) | (2,247) |
Payment of debt extinguishment costs | 0 | (1,477) |
Payment of dividends and commitment fees on Series A preferred stock | 0 | (17,748) |
Payment of deferred transaction costs | 0 | (4,254) |
Payment of contingent consideration | (72) | (129) |
Payment of equity issuance costs | (744) | 0 |
Proceeds from issuance of Series A preferred stock | 0 | 82,000 |
Cash proceeds from public warrant exercise | 19 | 0 |
Contributions from noncontrolling interests | 3,220 | 2,708 |
Distributions to noncontrolling interests | (1,914) | (1,938) |
Redemption of noncontrolling interests | 0 | (831) |
Net cash (used for) provided by financing activities | (12,860) | 196,216 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (32,932) | 971 |
Cash, cash equivalents, and restricted cash, beginning of period | 330,321 | 38,206 |
Cash, cash equivalents, and restricted cash, end of period | 297,389 | 39,177 |
Supplemental cash flow disclosure | ||
Cash paid for interest, net of amounts capitalized | 14,927 | 11,404 |
Cash paid for taxes | 99 | 99 |
Non-cash investing and financing activities | ||
Asset retirement obligations | 276 | 2,391 |
Debt assumed through acquisitions | 11,948 | 0 |
Redeemable noncontrolling interest assumed through acquisitions | 2,125 | 0 |
Acquisitions of property and equipment included in other current liabilities | 4,004 | 622 |
Deferred transaction costs not yet paid | 0 | 2,801 |
Accrued dividends and commitment fees on Series A preferred stock | 0 | 13,584 |
Construction loan conversion | (4,186) | 0 |
Term loan conversion | 4,186 | 0 |
Conversion of alignment shares into common stock | 15 | 0 |
Exchange of warrants into common stock | 7,779 | 0 |
Warrants exercised on a cashless basis | $ 35,858 | $ 0 |
General
General | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General Company Overview Altus Power, Inc., a Delaware corporation (the “ Company ” or " Altus "), 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 energy facilities are owned by the Company in project specific limited liability companies (the “ Solar Facility Subsidiaries ”). On December 9, 2021 (the " Closing Date "), CBRE Acquisition Holdings, Inc. (" CBAH "), a special purpose acquisition company, consummated the business combination pursuant to 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." COVID-19 The spike of a novel strain of coronavirus (“ COVID-19 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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, 2021 filed with the Company’s 2021 annual report on Form 10-K on March 24, 2022, 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, 2021, 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 September 30, 2022, and the results of operations and cash flows for the three and nine months ended September 30, 2022, and 2021. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual period. 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, and 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 the co-chief executive officers. 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, solar renewable energy certificate 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 that 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 September 30, 2022 As of December 31, 2021 Cash and cash equivalents $ 290,894 $ 325,983 Current portion of restricted cash 2,477 2,544 Restricted cash, noncurrent portion 4,018 1,794 Total $ 297,389 $ 330,321 Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances. The Company had one customer that individually accounted for 31.5% of total accounts receivable as of September 30, 2022. The Company had one customer that individually accounted for 19.8% of total revenue for the three months ended September 30, 2022. The Company had one customer that individually accounted for 13.8% of total revenue for the nine months ended September 30, 2022. The Company had two customers that individually accounted for 16.0% and 11.7% of total accounts receivable as of December 31, 2021. The Company had one customer that individually accounted for 11.7% of total revenue for the three months ended September 30, 2021. The Company had no customers that individually accounted for over 10% of total revenue for the nine months ended September 30, 2021. Accounting Pronouncements As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recent Accounting Pronouncements Adopted In December 2019, the Financial Accounting Standards Board (" FASB ") issued Accounting Standards Update (" ASU ") No. 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to ASC 740. This standard is effective for fiscal periods beginning after December 15, 2020. The Company has adopted this standard as of the first quarter of 2021 and did not have a material impact on the condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which primarily changes the lessee’s accounting for operating leases by requiring recognition of lease right-of-use assets and lease liabilities. This standard is effective for annual reporting periods beginning after December 15, 2021. The Company expects to adopt this guidance in fiscal year 2022. The Company is continuing the analysis of the contractual arrangements that may qualify as leases under the new standard and expects the most significant impact will be the recognition of the right-of-use assets and lease liabilities on the consolidated balance sheets. In June 2016, the FASB issued 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 . The new standard generally applies to financial assets and requires those assets to be reported at the amount expected to be realized. The ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Disaggregation of Revenue The following table presents the detail of revenues as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue under power purchase agreements $ 7,144 $ 4,557 $ 18,058 $ 12,341 Revenue from net metering credit agreements 9,187 7,457 20,908 17,922 Solar renewable energy certificate revenue 11,100 7,065 28,521 17,164 Rental income 905 504 2,334 1,264 Performance-based incentives 319 240 1,059 1,051 Other revenue 1,783 315 3,519 480 Total $ 30,438 $ 20,138 $ 74,399 $ 50,222 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets: As of September 30, 2022 As of December 31, 2021 Power purchase agreements $ 2,788 $ 1,678 Net metering credit agreements 4,741 3,322 Solar renewable energy certificates 7,112 3,789 Rental income 433 350 Performance-based incentives 15 4 Other 636 75 Total $ 15,725 $ 9,218 Payment is typically received within 30 days for invoiced revenue as part of power purchase agreements (“ PPAs ”) and net metering credit agreements (“ NMCAs ”). Receipt of payment relative to invoice date varies by customer for renewable energy certificates (" RECs "). The Company does not have any other significant contract asset or liability balances related to revenues. As of September 30, 2022, and December 31, 2021, the Company determined that the allowance for uncollectible accounts is $0.4 million and $0.4 million, respectively. |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Disaggregation of Revenue The following table presents the detail of revenues as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue under power purchase agreements $ 7,144 $ 4,557 $ 18,058 $ 12,341 Revenue from net metering credit agreements 9,187 7,457 20,908 17,922 Solar renewable energy certificate revenue 11,100 7,065 28,521 17,164 Rental income 905 504 2,334 1,264 Performance-based incentives 319 240 1,059 1,051 Other revenue 1,783 315 3,519 480 Total $ 30,438 $ 20,138 $ 74,399 $ 50,222 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets: As of September 30, 2022 As of December 31, 2021 Power purchase agreements $ 2,788 $ 1,678 Net metering credit agreements 4,741 3,322 Solar renewable energy certificates 7,112 3,789 Rental income 433 350 Performance-based incentives 15 4 Other 636 75 Total $ 15,725 $ 9,218 Payment is typically received within 30 days for invoiced revenue as part of power purchase agreements (“ PPAs ”) and net metering credit agreements (“ NMCAs ”). Receipt of payment relative to invoice date varies by customer for renewable energy certificates (" RECs "). The Company does not have any other significant contract asset or liability balances related to revenues. As of September 30, 2022, and December 31, 2021, the Company determined that the allowance for uncollectible accounts is $0.4 million and $0.4 million, respectively. |
Acquisitions and Disposals
Acquisitions and Disposals | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Disposals | Acquisitions and Disposals 2022 Acquisitions and Disposals Stellar NJ Acquisition On April 1, 2022, the Company acquired a 1.0 MW solar energy facility located in New Jersey (the " Stellar NJ Acquisition" ) from a third party for a total purchase price of $1.3 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $2.3 million of property, plant and equipment and assumed $0.4 million of intangible liabilities and $0.6 million of other liabilities. The intangible liability assumed is associated with an unfavorable rate power purchase agreement and has a weighted average amortization period of 15 years. Stellar HI 2 Acquisition On June 10, 2022, the Company acquired a 4.6 MW portfolio of six solar energy facilities located in Hawaii (the " Stellar HI 2 Acquisition ") from a third party for a total purchase price of $9.9 million, including $0.2 million of transaction related costs. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $7.3 million of property, plant and equipment and $3.1 million of intangible assets, and assumed $0.5 million of intangible liabilities and $0.1 million of asset retirement obligations. The Company attributed intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power generated by the acquired solar energy facilities, as well as a favorable rate lease. 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 $ 2,903 10 years Site lease acquisition 229 15 years Unfavorable rate revenue contracts (464) 14 years Stellar NJ 2 Acquisition On August 29, 2022, the Company acquired an 8.3 MW portfolio of five solar energy facilities located in New Jersey (the " Stellar NJ 2 Acquisition ") from a third party for a total purchase price of $3.4 million, including $1.2 million to be paid over the next two years and $0.2 million of transaction related costs. Four of the acquired solar energy facilities in the transaction were accounted for as an acquisition of assets, and one solar energy facility was accounted for as an acquisition of a variable interest entity that does not constitute a business, refer to Note 5. The Company acquired $17.7 million of property, plant and equipment, $0.1 million of accounts receivable, and $0.4 million of cash, and assumed $11.9 million of long-term debt, $0.6 million of intangible liabilities, $0.2 million of asset retirement obligations, and $2.1 million of noncontrolling interests associated with the acquired variable interest entity. The intangible liabilities assumed are associated with unfavorable rate power purchase agreements and have a weighted average amortization period of 11 years. Disposal of Land On August 15, 2022, the Company sold land owned by SP NJ Solar, LLC, a subsidiary of the Company, to a third party for cash consideration of $3.6 million. As of that date, the carrying amount of the land was $1.4 million. The Company recognized a $2.2 million gain on disposal of property, plant and equipment as a result of the transaction. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Variable Interest Entity 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 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 September 30, 2022, and December 31, 2021. No VIEs were deconsolidated during the nine months ended September 30, 2022 and 2021. 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 nine months ended September 30, 2022 and 2021, as determined in the respective operating agreement. The carrying amounts and classification of the consolidated VIE assets and liabilities included in condensed consolidated balance sheets are as follows: As of September 30, 2022 As of December 31, 2021 Current assets $ 17,356 $ 13,131 Non-current assets 378,099 372,761 Total assets $ 395,455 $ 385,892 Current liabilities $ 3,525 $ 3,652 Non-current liabilities 40,821 40,978 Total liabilities $ 44,346 $ 44,630 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 nine months ended September 30, 2022 and 2021, 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 nine months ended September 30, 2022 and the year ended December 31, 2021, the Company consolidated twenty-six and twenty-five VIEs, respectively. No VIEs were deemed significant as of September 30, 2022 and December 31, 2021. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2022 As of December 31, 2021 Interest Weighted Long-term debt Amended rated term loan $ 490,322 $ 499,750 Fixed 3.51 % Construction loans — 5,593 Floating — % Term loans 28,819 12,818 Fixed and floating 4.01 % Financing lease obligations 37,094 37,601 Imputed 3.65 % Total principal due for long-term debt 556,235 555,762 Unamortized discounts and premiums (2,271) (176) Unamortized deferred financing costs (8,934) (9,606) Less: Current portion of long-term debt 17,321 21,143 Long-term debt, less current portion $ 527,709 $ 524,837 Amended Rated Term Loan As part of the Blackstone Capital Facility, APA Finance, LLC (“ APAF ”), a wholly owned subsidiary of the Company, entered into a $251.0 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 " Rated Term Loan "). On August 25, 2021, APAF entered into an Amended and Restated Credit Agreement with BIS to refinance the Rated Term Loan (the “ Amended Rated Term Loan ”). The Amended Rated Term Loan added $135.6 million to the facility, bringing the aggregate facility to $503.0 million. The Amended Rated Term Loan has a weighted average 3.51% annual fixed rate, reduced from the previous weighted average rate of 3.70%, and matures on February 29, 2056 (“ Final Maturity Date ”). The Amended Rated 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. As of September 30, 2022, the outstanding principal balance of the Rated Term Loan was $490.3 million less unamortized debt discount and loan issuance costs totaling $7.8 million. As of December 31, 2021, the outstanding principal balance of the Rated Term Loan was $500.0 million less unamortized debt discount and loan issuance costs totaling $8.4 million. As of September 30, 2022, the Company was in compliance with all covenants. As of December 31, 2021, the Company was in compliance with all covenants, except the delivery of the APAF audited consolidated financial statements, for which the Company obtained a waiver to extend the financial statement reporting deliverable due date. The Company delivered the audited financial statements on May 25, 2022, before the extended reporting deliverable due date. 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 includes a construction loan commitment of $187.5 million and a letter of credit commitment of $12.5 million, which can be drawn until 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 September 30, 2022, the outstanding principal balances of the construction loan and term loan were zero and $16.0 million, respectively. As of December 31, 2021, the outstanding principal balances of the construction loan and term loan were $5.6 million and $12.3 million, respectively. As of September 30, 2022, and December 31, 2021, the Company had an unused borrowing capacity of $171.5 million and $169.7 million, respectively. For the three months ended September 30, 2022, and 2021, the Company incurred interest costs associated with outstanding construction loans totaling zero and $0.1 million, respectively. For the nine months ended September 30, 2022, and 2021 the Company incurred interest costs associated with outstanding construction loans totaling zero and $0.4 million, respectively. These interest costs were capitalized as part of property, plant and equipment. The Construction Loan to Term Loan Facility includes various financial and other covenants for APACF and the Company, as guarantor. As of September 30, 2022, and December 31, 2021, the Company was in compliance with all covenants. Project-Level Term Loan In conjunction with the Stellar NJ 2 Acquisition, 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 September 30, 2022, the outstanding principal balance of the term loan is $12.6 million, less unamortized debt discount of $2.2 million, which was recognized as part of the acquisition. During the nine months ended September 30, 2022, the Company incurred interest costs associated with the term loan of $0.2 million. The term loan is secured by an interest in the underlying solar project assets and the revenues generated by those assets. As of September 30, 2022, the Company was in compliance with all covenants. Letter of Credit Facilities On October 23, 2020, the Company entered into a letter of credit facility with Fifth Third Bank for the total capacity of $10.0 million. Additionally, in conjunction with the Stellar NJ 2 Acquisition, the Company entered into a cash collateralized letter of credit with Fifth Third Bank with a total capacity of $2.1 million. As of September 30, 2022, and December 31, 2021, the total letters of credit outstanding with Fifth Third Bank were $12.1 million with an unused capacity of zero. As of September 30, 2022, and December 31, 2021, the total letters of credit outstanding with Deutsche Bank were $0.7 million and $0.6 million, respectively, with an unused capacity of $11.8 million and $11.9 million, respectively. To the extent liabilities are incurred as a result of the activities covered by the letters of credit, 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 Lease Obligations 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. Due to certain forms of continuous involvement provided by the master lease agreements, sale leaseback accounting is prohibited under ASC 840. Therefore, the Company accounts for these transactions using the financing method by recognizing the sale proceeds as a financing obligation and the assets subject to the sale-leaseback remain on the balance sheet of the Company and are being depreciated. The aggregate proceeds have been recorded as long-term debt within the condensed consolidated balance sheets. As of September 30, 2022 and December 31, 2021, the Company's recorded financing obligations were $36.0 million, net of $1.1 million of deferred transaction costs, and $36.5 million, net of $1.1 million of deferred transaction costs, respectively. Payments of $0.9 million and $0.1 million were made under financing lease obligations for the three months ended September 30, 2022, and 2021, respectively. Payments of $1.5 million and $0.1 million were made under financing obligations for the nine months ended September 30, 2022 and 2021, respectively. Interest expense, inclusive of the amortization of deferred transaction costs, for the three months ended September 30, 2022, and 2021, was $0.4 million and $0.2 million, respectively. Interest expense, inclusive of the amortization of deferred transaction costs, for the nine months ended September 30, 2022 and 2021, was $1.1 million and $0.2 million, respectively. The table below shows the minimum lease payments under the financing lease obligations for the years ended: 2022 $ 709 2023 2,336 2024 2,340 2025 2,353 2026 2,336 Thereafter 14,993 Total $ 25,067 The difference between the outstanding financing lease obligation of $37.1 million and $25.1 million of minimum lease payments, including the residual value guarantee, is due to $13.2 million of investment tax credits claimed by the Lessor, less $2.6 million of the implied interest on financing lease obligation included in minimum lease payments. The remaining difference is due to $1.3 million of interest accrued and a $0.1 million difference between the minimum lease payments and the fair value of financing lease obligations acquired. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsThe 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. Redeemable Warrant Liability CBAH sold 10,062,500 warrants as part of the SAIL SM (Stakeholder Aligned Initial Listing) securities in the CBAH initial public offering (which traded separately on the NYSE under the symbol “CBAH WS” prior to the Merger, and following the Merger trade under the symbol “AMPS WS”) (such warrants, the " Redeemable Warrants "). The Redeemable Warrants are exercisable for an aggregate of 10,062,500 shares of the Company's Class A common stock, par value $0.0001 per share (the " Class A common stock "), at a purchase price of $11.00 per share. CBAH also issued 7,366,667 warrants to CBRE Acquisition Sponsor, LLC (the “ Sponsor ”) in a private placement simultaneously with the closing of the CBAH IPO and 2,000,000 warrants to the Sponsor in full settlement of a second amended and restated promissory note with the Sponsor (such warrants, the " Private Placement Warrants "). The Private Placement Warrants are identical to the Redeemable Warrants except that, so long as they are held by the Sponsor, officers or directors or their respective permitted transferees, (i) they will not be redeemable by the Company (except in certain circumstances), (ii) they may be exercised by the holders on a cashless basis, and (iii) they (including the shares of our Class A common stock issuable upon exercise of these warrants) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor, officers or directors or their respective permitted transferees, the Private Placement Warrants will become redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Redeemable Warrants. The Private Placement Warrants will be exercisable for an aggregate of 9,366,667 shares of CBAH Class A common stock at a purchase price of $11.00 per share. Redeemable warrants, including Private Placement Warrants, are not considered to be “indexed to the Company’s own stock.” This provision precludes the Company from classifying the Redeemable warrants, including Private Placement Warrants, in stockholders’ equity. As the Redeemable warrants, including Private Placement Warrants, meet the definition of a derivative, the Company recorded these warrants 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. On May 31, 2022, June 15, 2022, and August 17, 2022, and the Company entered into separate, privately negotiated warrant exchange agreements (the " Exchange Agreements ") with a limited number of holders of the Company's outstanding Redeemable Warrants. Pursuant to the Exchange Agreements, the Company agreed to issue an aggregate of 1,111,243 shares of Class A common stock to the holders of Redeemable Warrants in exchange for the surrender and cancellation of an aggregate of 4,630,163 Redeemable Warrants. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the Redeemable Warrants was made in reliance on the exemption from registration in Section 3(a)(9) of the Securities Act. Immediately prior to the exchange, the Redeemable Warrants were remeasured to fair value based on the trading price of the exchanged shares of common stock, resulting in a gain on fair value remeasurement of $4.1 million within operating income in the condensed consolidated statements of operations for the nine months ended September 30, 2022, and a redeemable warrant liability of $7.8 million, which was then reclassified to additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2022. On September 15, 2022, the Company issued a notice for redemption of all 14,798,981 of the Company's outstanding Redeemable Warrants at 5:00 p.m. New York City time on October 17, 2022 (the “ Redemption Date ”) for a redemption price of $0.10 per Warrant (the “ Redemption Price ”). Holders could elect to exercise their Warrants on a “cashless basis” and surrender the Redeemable Warrants for that number of shares of Class A Common Stock that is determined by reference to the table set forth in Section 6.2 of the Warrant Agreement based on the Redemption Date and the Redemption Fair Market Value of $10.98. Given the Redemption Fair Market Value and the Redemption Date, the number of shares of Class A Common Stock to be issued for each Redeemable Warrant that is exercised through a cashless exercise is 0.2763. As of September 30, 2022, holders of 1,687 Redeemable Warrants exercised their Redeemable Warrants with the payment of cash and the Company received $18,557 of cash proceeds. Holders of 10,614,564 Redeemable Warrants exercised their Redeemable Warrants on a cashless basis in exchange for 2,932,779 shares of Class A Common Stock per Redeemable Warrants. Immediately prior to the exercise, the Redeemable Warrants were remeasured to fair value based on the trading price of the exchanged shares of common stock, resulting in a loss on fair value remeasurement of $8.6 million within operating income in the condensed consolidated statements of operations for the nine months ended September 30, 2022, and a redeemable warrant liability of $35.8 million, which was then reclassified to additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2022. As the remaining Redeemable Warrants (other than our Private Placement Warrants) continue to trade separately on the NYSE following the Merger as of September 30, 2022, the Company determines the fair value of the Redeemable Warrants based on the quoted trading price of those warrants. As the inputs are observable and reflect quoted trading price, the overall fair value measurement of the Redeemable Warrants, excluding Private Placement Warrants, is classified as Level 1. The Private Placement Warrants have the same redemption and make-whole provisions as the Redeemable Warrants. Therefore, the fair value of the Private Placement Warrants is equal to the Redeemable Warrants. Private Placement Warrants are considered Level 2 as they are measured at fair value using observable inputs for similar assets in an active market. For the nine months ended September 30, 2022 Units $ Redeemable warrants, beginning balance 19,429,167 $ 49,933 Warrants exercised (10,616,261) (35,837) Exchange of warrants into common stock (4,630,163) (7,828) Forfeiture of fractional warrants (13) — Fair value remeasurement — 6,447 Redeemable warrants, ending balance 4,182,730 $ 12,715 As of the Redemption Date, holders of 8,462 Redeemable Warrants exercised their Redeemable Warrants with the payment of cash and the Company received $93,082 of cash proceeds. Holders of 14,690,310 Redeemable Warrants exercised their Redeemable Warrants on a cashless basis in exchange for 4,058,845 shares of Class A Common Stock per Redeemable Warrant. A total of 100,209 Warrants remained unexercised as of the Redemption Date, and the Company redeemed those Warrants for an aggregate redemption price of $10,021. The Redeemable Warrants have been delisted from the NYSE, and there are no Redeemable Warrants left outstanding subsequent to the Redemption Date. Alignment Shares Liability As of September 30, 2022, the Company has 1,207,500 alignment shares outstanding, all of which are held by the Sponsor, certain former officers of CBAH (such officers, together with the Sponsor, the “ Sponsor Parties ”) and former CBAH directors. The 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 2021 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 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 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 into Class A shares. As such, the Company concluded that the alignment shares meet the definition of a derivative, which will be presented at fair value each reporting period, with changes in fair value recorded through earnings. The Company estimates the fair value of outstanding alignment shares using a Monte Carlo simulation valuation model utilizing a distribution of potential outcomes based on a set of underlying assumptions such as stock price, volatility, and risk-free interest rate. As volatility of 73% and risk-free interest rate of 4.0% are not observable inputs, the overall fair value measurement of alignment shares is classified as Level 3. Unobservable inputs can be volatile and a change in those inputs might result in a significantly higher or lower fair value measurement of Alignment shares. For the nine months ended September 30, 2022 Shares $ Beginning balance 1,408,750 $ 127,474 Alignment shares converted (201,250) (15) Fair value remeasurement — 9,367 Ending balance 1,207,500 $ 136,826 Contingent Consideration Solar Acquisition In connection with the acquisition of a portfolio of sixteen solar energy facilities with a combined nameplate capacity of 61.5 MW on December 22, 2020 (the " Solar Acquisition "), contingent consideration of up to an aggregate of $10.5 million may be payable upon achieving certain market power rates and actual 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 for the contingent consideration is included in other long-term liabilities in the condensed consolidated balance sheets at th e estimated fair value of $2.7 million and $2.3 million as of September 30, 2022 and December 31, 2021, respectively. For the three and nine months ended September 30, 2022, the Company recorded $0.8 million loss and $0.1 million gain on fair value remeasurement of contingent consideration within operating income in the condensed consolidated statements of operations, respectively. For the three and nine months ended September 30, 2021, the Company recorded $0.4 million and $2.4 million gain on fair value remeasurement of contingent consideration within operating income in the condensed consolidated statements of operations, respectively. Gain and loss was recorded due to changes in significant assumptions used in the measurement , including the actual versus estimated volumes of power generation of acquired solar energy facilities and market power rates. Other Gain on fair value remeasurement of other contingent consideration of $0.5 million was recorded within operating income in the condensed consolidated statements of operations for the nine months ended September 30, 2022. No gain or loss on fair value remeasurement of contingent consideration was recorded for the nine months ended September 30, 2021. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity | EquityAs of September 30, 2022, the Company had authorized and issued 988,591,250 and 157,696,560 shares of Class A common stock, respectively. As of December 31, 2021, the Company had authorized and issued 988,591,250 and 153,648,830 shares of Class A common stock, respectively. 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 September 30, 2022, and December 31, 2021, no common stock dividends have been declared.As of September 30, 2022, and December 31, 2021, the Company had 1,207,500 and 1,408,750 authorized and issued shares of Class B common stock, respectively, also referred to as Alignment Shares. Refer to Note 7, "Fair Value Measurements," for further details. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests The changes in the components of redeemable noncontrolling interests are presented in the table below: For the nine months ended September 30, 2022 2021 Redeemable noncontrolling interest, beginning balance $ 15,527 $ 18,311 Cash distributions (725) (845) Cash contributions 1,087 — Assumed noncontrolling interest through acquisitions 2,125 — Redemption of redeemable noncontrolling interests — (1,630) Net income (loss) attributable to redeemable noncontrolling interest 430 (669) Redeemable noncontrolling interest, ending balance $ 18,444 $ 15,167 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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, customers, and other counterparties. The outcomes of any 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. Performance Guarantee Obligations The Company guarantees certain specified minimum solar energy production output under the Company’s PPA agreements, generally over a term of 10, 15 or 25 years. The solar energy systems are monitored to ensure these outputs are achieved. The Company evaluates if any amounts are due to customers based upon not meeting the guaranteed solar energy production outputs at each reporting period end. As of September 30, 2022, and December 31, 2021, the guaranteed minimum solar energy production has been met and the Company has recorded no performance guarantee obligations. Leases The Company has operating leases for land and buildings. For the three months ended September 30, 2022, and 2021, the Company recorded site lease expenses under these agreements totaling $1.4 million and $1.2 million, respectively. For the nine months ended September 30, 2022, and 2021, the Company recorded site lease expenses under these agreements totaling $3.9 million and $3.2 million, respectively. Site lease expenses are recorded in cost of operations in the condensed consolidated statements of operations. As of September 30, 2022, and December 31, 2021, $2.9 million and $2.1 million, respectively, have been recorded as other long-term liabilities on the condensed consolidated balance sheets relating to the difference between actual lease payments and straight-line lease expense. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThere was $0.1 million due to related parties, as discussed below, and one hundred thousand amounts due from related parties as of September 30, 2022. There were no amounts due to or from related parties as of December 31, 2021. Additionally, in the normal course of business, the Company conducts transactions with affiliates, such as: Blackstone Subsidiaries as Amended Rated Term Loan Lender The Company incurs interest expense on the Amended Rated Term Loan. For the three months ended September 30, 2022, and 2021, the total related party interest expense associated with the Amended Rated Term Loan was $4.5 million and $3.2 million, respectively, and is recorded as interest expense in the accompanying condensed consolidated statements of operations. For the nine months ended September 30, 2022, and 2021, the total related party interest expense associated with the Amended Rated Term Loan was $13.2 million and $10.5 million, respectively, and is recorded as interest expense in the accompanying condensed consolidated statements of operations. As of September 30, 2022, and December 31, 2021, interest payable of $4.4 million and $4.5 million, respectively, due under the Amended Rated Term Loan was recorded as interest payable on the accompanying condensed consolidated balance sheets. Master Services Agreement with CBRE On June 13, 2022, the Company signed a Master Services Agreement (" MSA ") with CBRE Group, Inc. (" CBRE "), a related party, under which CBRE will assist the Company in developing clean energy projects. As of September 30, 2022, $0.1 million is due to CBRE and no amounts have been paid by the Company under the MSA. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021, was as follows (in thousands, except share and per share amounts): For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Net loss attributable to common stockholders - basic and diluted (96,980) (1,055) (12,446) (1,282) Class A Common Stock Weighted average shares of common stock outstanding - basic (1) 154,455,228 88,741,089 153,482,503 88,741,089 Weighted average shares of common stock outstanding - diluted (1)(2)(3) 154,455,228 88,741,089 153,482,503 88,741,089 Net loss attributable to common stockholders per share - basic and diluted $ (0.63) $ (0.01) $ (0.08) $ (0.01) (1) The calculation of basic weighted average shares of common stock outstanding excludes 542,511 shares of the Company's Class A common stock provided to holders of Legacy Altus common stock, including shares that were subject to vesting conditions (the "Altus Restricted Shares") for the three and nine months ended September 30, 2022, and 1,259,887 shares of Company Class A common stock provided to holders of Altus Restricted Shares for the three and nine months ended September 30, 2021. The calculation of diluted weighted average shares of common stock for the three and nine months ended September 30, 2022, and 2021, also excludes these shares because their inclusion would have had an anti-dilutive effect. (2) Excludes 4,182,730 Redeemable Warrants for the three and nine months ended September 30, 2022. The Redeemable Warrants are exercisable at $11.00 per share. As the warrants are deemed anti-dilutive, they are excluded from the calculation of earnings per share. (3) Excludes 2,323,574 shares of the Company's Class A common stock provided to holders of restricted stock units granted under the Omnibus Incentive Plan for the three and nine months ended September 30, 2022, because their inclusion would have had an anti-dilutive effect. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-Based CompensationThe Company recognized $2.7 million and approximately zero of stock-based compensation expense for the three months ended September 30, 2022, and 2021, respectively. The Company recognized $6.7 million and $0.1 million of stock-based compensation expense for the nine months ended September 30, 2022, and 2021, respectively. As of September 30, 2022, and December 31, 2021, the Company had $35.9 million and $0.2 million of unrecognized share-based compensation expense related to unvested restricted units, respectively, which the Company expects to recognize over a weighted-average period of approximately five years. Legacy Incentive Plans Prior to the Merger, 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 September 30, 2022, and December 31, 2021, zero and 446,128 shares of Class A Common Stock were restricted under the APAM Plan, respectively. As of September 30, 2022, and December 31, 2021, 542,511 and 813,759 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 15, 2022, the Compensation Committee granted to Mr. Felton and Mr. Norell, together with other senior executives, including Anthony Savino, Chief Construction Officer, and Dustin Weber, Chief Financial Officer, restricted stock units (“ RSUs ”) under the Omnibus Incentive Plan (the " Incentive Plan ") that are subject to time-based and, for the named executive officers and certain other executives, eighty percent (80%) of such RSUs also further subject to performance-based vesting, with respect to an aggregate five percent (5%) of the Company’s Class A common stock on a fully diluted basis, excluding the then-outstanding shares of the Company’s Class B common stock or any shares of the Company’s Class A common stock into which such shares of the Company’s Class B common stock are or may be convertible. Subject to continued employment on each applicable vesting date, the time-based RSUs generally vest 33 1/3% on each of the third, fourth and fifth anniversaries of the Closing, and the performance-based RSUs vest with respect to 33 1/3% of the award upon the achievement of the above time-based requirement and the achievement of a hurdle representing a 25% annual compound annual growth rate measured based on an initial value of $10.00 per share. As of September 30, 2022, and December 31, 2021 , there were 23,047,325 and 15,364,883 shares of the Company's Class A common stock authorized for issuance under the Incentive Plan, respectively. The number of shares authorized for issuance under the Incentive Plan will increase on January 1 of each year from 2022 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. For the three months ended September 30, 2022, the Company granted 155,000 RSUs and recognized $2.7 million of stock compensation expense in relation to the incentive plan. For the nine months ended September 30, 2022, the Company granted 8,043,914 RSUs and recognized $6.7 million of stock-based compensation expense in relation to the Incentive Plan. 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 September 30, 2022, and December 31, 2021 , there were 3,072,976 and 1,536,488 shares of the Company's Class A common stock authorized for issuance under the ESPP, respectively. The number of shares authorized for issuance under the ESPP will increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 1% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. No shares of the Company’s Class A common stock were issued and no stock-based compensation expense was recognized in relation to the ESPP for the three and nine months ended September 30, 2022. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 September 30, 2022, and 2021, the Company had income tax expense of $2.0 million and income tax benefit of $2.6 million, respectively. For the nine months ended September 30, 2022, and 2021, the Company had income tax expense of $2.5 million and income tax benefit of $1.5 million, respectively. For the three and nine months ended September 30, 2022, the effective tax rate differs from the U.S. statutory rate primarily due to effects of non-deductible compensation, noncontrolling interests, redeemable noncontrolling interests, fair value adjustments for warrant liabilities and alignment shares, as well as state and local income taxes. For the three and nine months ended September 30, 2021, the effective tax rate differs from the U.S. statutory rate primarily due to effects of noncontrolling interests, redeemable noncontrolling interests, state and local income taxes, and gain on fair value remeasurement of contingent consideration. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from September 30, 2022, through November 14, 2022, which is the date the unaudited condensed consolidated financial statements were available to be issued. Other than the subsequent event disclosed below and the warrant redemption completed on October 17, 2022, as further discussed in Note 7, "Fair Value Measurements," there are no subsequent events requiring recording or disclosure in the condensed consolidated financial statements. Acquisition of DESRI II Acquisition Holdings, L.L.C. & DESRI V Acquisition Holdings, L.L.C. O n November 11, 2022 , the Company acquired all of the outstanding membership interests in DESRI II Acquisition Holdings, L.L.C. and DESRI V Acquisition Holdings, L.L.C. (the " DESRI II & V Acquisition ") from DESRI II, L.L.C. and DESRI V, L.L.C., respectively, under definitive Membership Interest Purchase Agreements that were announced on September 27, 2022. As a result of the DESRI II & V Acquisition, the Company acquired approximately 88 MW of operating solar facilities for total consideration at closing of approximately $102.0 million, including $82.0 million paid at closing and funded by cash on hand, and $20.0 million, payable within twelve to eighteen months, subject to customary hold back conditions. The initial accounting for the DESRI II & V Acquisition, including the estimated fair value of the assets acquired and liabilities assumed, is incomplete as a result of the proximity of the acquisition date to the date these financial statements were issued. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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, 2021 filed with the Company’s 2021 annual report on Form 10-K on March 24, 2022, 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, 2021, 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 September 30, 2022, and the results of operations and cash flows for the three and nine months ended September 30, 2022, and |
Use of Estimates | 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, and alignment shares. |
Segment Information | 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 the co-chief executive officers. 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, solar renewable energy certificate 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, 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 that 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. |
Concentration of Credit Risk | 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. |
Accounting Pronouncements | Accounting Pronouncements As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recent Accounting Pronouncements Adopted In December 2019, the Financial Accounting Standards Board (" FASB ") issued Accounting Standards Update (" ASU ") No. 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to ASC 740. This standard is effective for fiscal periods beginning after December 15, 2020. The Company has adopted this standard as of the first quarter of 2021 and did not have a material impact on the condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which primarily changes the lessee’s accounting for operating leases by requiring recognition of lease right-of-use assets and lease liabilities. This standard is effective for annual reporting periods beginning after December 15, 2021. The Company expects to adopt this guidance in fiscal year 2022. The Company is continuing the analysis of the contractual arrangements that may qualify as leases under the new standard and expects the most significant impact will be the recognition of the right-of-use assets and lease liabilities on the consolidated balance sheets. In June 2016, the FASB issued 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 . The new standard generally applies to financial assets and requires those assets to be reported at the amount expected to be realized. The ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | 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 September 30, 2022 As of December 31, 2021 Cash and cash equivalents $ 290,894 $ 325,983 Current portion of restricted cash 2,477 2,544 Restricted cash, noncurrent portion 4,018 1,794 Total $ 297,389 $ 330,321 |
Schedule of Restricted Cash and Cash Equivalents | 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 September 30, 2022 As of December 31, 2021 Cash and cash equivalents $ 290,894 $ 325,983 Current portion of restricted cash 2,477 2,544 Restricted cash, noncurrent portion 4,018 1,794 Total $ 297,389 $ 330,321 |
Revenue and Accounts Receivab_2
Revenue and Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the detail of revenues as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue under power purchase agreements $ 7,144 $ 4,557 $ 18,058 $ 12,341 Revenue from net metering credit agreements 9,187 7,457 20,908 17,922 Solar renewable energy certificate revenue 11,100 7,065 28,521 17,164 Rental income 905 504 2,334 1,264 Performance-based incentives 319 240 1,059 1,051 Other revenue 1,783 315 3,519 480 Total $ 30,438 $ 20,138 $ 74,399 $ 50,222 |
Schedule of Accounts Receivable | The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets: As of September 30, 2022 As of December 31, 2021 Power purchase agreements $ 2,788 $ 1,678 Net metering credit agreements 4,741 3,322 Solar renewable energy certificates 7,112 3,789 Rental income 433 350 Performance-based incentives 15 4 Other 636 75 Total $ 15,725 $ 9,218 |
Acquisitions and Disposals (Tab
Acquisitions and Disposals (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | 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 $ 2,903 10 years Site lease acquisition 229 15 years Unfavorable rate revenue contracts (464) 14 years |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated VIE Assets and Liabilities | The carrying amounts and classification of the consolidated VIE assets and liabilities included in condensed consolidated balance sheets are as follows: As of September 30, 2022 As of December 31, 2021 Current assets $ 17,356 $ 13,131 Non-current assets 378,099 372,761 Total assets $ 395,455 $ 385,892 Current liabilities $ 3,525 $ 3,652 Non-current liabilities 40,821 40,978 Total liabilities $ 44,346 $ 44,630 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of September 30, 2022 As of December 31, 2021 Interest Weighted Long-term debt Amended rated term loan $ 490,322 $ 499,750 Fixed 3.51 % Construction loans — 5,593 Floating — % Term loans 28,819 12,818 Fixed and floating 4.01 % Financing lease obligations 37,094 37,601 Imputed 3.65 % Total principal due for long-term debt 556,235 555,762 Unamortized discounts and premiums (2,271) (176) Unamortized deferred financing costs (8,934) (9,606) Less: Current portion of long-term debt 17,321 21,143 Long-term debt, less current portion $ 527,709 $ 524,837 |
Schedule of Maturities of Long-term Debt | The table below shows the minimum lease payments under the financing lease obligations for the years ended: 2022 $ 709 2023 2,336 2024 2,340 2025 2,353 2026 2,336 Thereafter 14,993 Total $ 25,067 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Redeemable Warrants | For the nine months ended September 30, 2022 Units $ Redeemable warrants, beginning balance 19,429,167 $ 49,933 Warrants exercised (10,616,261) (35,837) Exchange of warrants into common stock (4,630,163) (7,828) Forfeiture of fractional warrants (13) — Fair value remeasurement — 6,447 Redeemable warrants, ending balance 4,182,730 $ 12,715 |
Schedule of Alignment Shares | For the nine months ended September 30, 2022 Shares $ Beginning balance 1,408,750 $ 127,474 Alignment shares converted (201,250) (15) Fair value remeasurement — 9,367 Ending balance 1,207,500 $ 136,826 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | The changes in the components of redeemable noncontrolling interests are presented in the table below: For the nine months ended September 30, 2022 2021 Redeemable noncontrolling interest, beginning balance $ 15,527 $ 18,311 Cash distributions (725) (845) Cash contributions 1,087 — Assumed noncontrolling interest through acquisitions 2,125 — Redemption of redeemable noncontrolling interests — (1,630) Net income (loss) attributable to redeemable noncontrolling interest 430 (669) Redeemable noncontrolling interest, ending balance $ 18,444 $ 15,167 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021, was as follows (in thousands, except share and per share amounts): For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Net loss attributable to common stockholders - basic and diluted (96,980) (1,055) (12,446) (1,282) Class A Common Stock Weighted average shares of common stock outstanding - basic (1) 154,455,228 88,741,089 153,482,503 88,741,089 Weighted average shares of common stock outstanding - diluted (1)(2)(3) 154,455,228 88,741,089 153,482,503 88,741,089 Net loss attributable to common stockholders per share - basic and diluted $ (0.63) $ (0.01) $ (0.08) $ (0.01) (1) The calculation of basic weighted average shares of common stock outstanding excludes 542,511 shares of the Company's Class A common stock provided to holders of Legacy Altus common stock, including shares that were subject to vesting conditions (the "Altus Restricted Shares") for the three and nine months ended September 30, 2022, and 1,259,887 shares of Company Class A common stock provided to holders of Altus Restricted Shares for the three and nine months ended September 30, 2021. The calculation of diluted weighted average shares of common stock for the three and nine months ended September 30, 2022, and 2021, also excludes these shares because their inclusion would have had an anti-dilutive effect. (2) Excludes 4,182,730 Redeemable Warrants for the three and nine months ended September 30, 2022. The Redeemable Warrants are exercisable at $11.00 per share. As the warrants are deemed anti-dilutive, they are excluded from the calculation of earnings per share. (3) Excludes 2,323,574 shares of the Company's Class A common stock provided to holders of restricted stock units granted under the Omnibus Incentive Plan for the three and nine months ended September 30, 2022, because their inclusion would have had an anti-dilutive effect. |
Significant Accounting Polici_4
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 290,894 | $ 325,983 | ||
Current portion of restricted cash | 2,477 | 2,544 | ||
Restricted cash, noncurrent portion | 4,018 | 1,794 | ||
Total | $ 297,389 | $ 330,321 | $ 39,177 | $ 38,206 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Accounts Receivable | Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 11.70% | 31.50% | 16% | |
Accounts Receivable | Customer Two | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 11.70% | |||
Revenue Benchmark | Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 19.80% | 13.80% |
Revenue and Accounts Receivab_3
Revenue and Accounts Receivable - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | $ 30,438 | $ 20,138 | $ 74,399 | $ 50,222 |
Revenue under power purchase agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | 7,144 | 4,557 | 18,058 | 12,341 |
Revenue from net metering credit agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | 9,187 | 7,457 | 20,908 | 17,922 |
Solar renewable energy certificate revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | 11,100 | 7,065 | 28,521 | 17,164 |
Rental income | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | 905 | 504 | 2,334 | 1,264 |
Performance-based incentives | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | 319 | 240 | 1,059 | 1,051 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | $ 1,783 | $ 315 | $ 3,519 | $ 480 |
Revenue and Accounts Receivab_4
Revenue and Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 15,725 | $ 9,218 |
Power purchase agreements | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 2,788 | 1,678 |
Net metering credit agreements | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 4,741 | 3,322 |
Solar renewable energy certificates | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 7,112 | 3,789 |
Rental income | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 433 | 350 |
Performance-based incentives | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 15 | 4 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 636 | $ 75 |
Revenue and Accounts Receivab_5
Revenue and Accounts Receivable - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Allowance for uncollectible accounts | $ 0.4 | $ 0.4 |
Acquisitions and Disposals - Ac
Acquisitions and Disposals - Acquisitions - Additional Information (Details) $ in Millions | Aug. 29, 2022 USD ($) MW | Jun. 10, 2022 USD ($) facility MW | Apr. 01, 2022 USD ($) MW |
Stellar NJ Acquisition | |||
Asset Acquisition [Line Items] | |||
Nameplate capacity | MW | 1 | ||
Consideration transferred | $ 1.3 | ||
Property, plant and equipment | 2.3 | ||
Intangible liabilities | 0.4 | ||
Other liabilities | $ 0.6 | ||
Weighted average amortization period | 15 years | ||
Stellar HI 2 Acquisition | |||
Asset Acquisition [Line Items] | |||
Nameplate capacity | MW | 4.6 | ||
Consideration transferred | $ 9.9 | ||
Property, plant and equipment | 7.3 | ||
Intangible liabilities | $ 0.5 | ||
Number of assets acquired | facility | 6 | ||
Transaction related costs | $ 0.2 | ||
Fair Value, Favorable rate revenue | 3.1 | ||
Asset retirement obligations | $ 0.1 | ||
Stellar NJ 2 Acquisition | |||
Asset Acquisition [Line Items] | |||
Nameplate capacity | MW | 8.3 | ||
Consideration transferred | $ 3.4 | ||
Property, plant and equipment | $ 17.7 | ||
Weighted average amortization period | 11 years | ||
Transaction related costs | $ 0.2 | ||
Consideration transferred to be paid in next two years | 1.2 | ||
Accounts receivable | 0.1 | ||
Cash | 0.4 | ||
Long-term debt | 11.9 | ||
Intangible liabilities | 0.6 | ||
Additional obligations incurred | 0.2 | ||
Asset acquisition, noncontrolling interests | $ 2.1 |
Acquisitions and Disposals - Es
Acquisitions and Disposals - Estimated Fair Value and Weighted Average Amortization Period of Acquired Assets and Assumed Intangible Liabilities (Details) - Stellar HI 2 Acquisition $ in Thousands | Jun. 10, 2022 USD ($) |
Asset Acquisition [Line Items] | |
Fair Value, Favorable rate revenue | $ 3,100 |
Favorable rate revenue contracts | |
Asset Acquisition [Line Items] | |
Fair Value, Favorable rate revenue | $ 2,903 |
Weighted Average Amortization Period | 10 years |
Site lease acquisition | |
Asset Acquisition [Line Items] | |
Fair Value, Favorable rate revenue | $ 229 |
Weighted Average Amortization Period | 15 years |
Unfavorable rate revenue contracts | |
Asset Acquisition [Line Items] | |
Fair Value, Favorable rate revenue | $ (464) |
Weighted Average Amortization Period | 14 years |
Acquisitions and Disposals - Di
Acquisitions and Disposals - Disposals - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on disposal of property, plant and equipment | $ 2,222 | $ 0 | $ 2,222 | $ 0 | |
Disposal of Land | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash consideration | $ 3,600 | ||||
Carrying amount of net assets | 1,400 | ||||
Gain on disposal of property, plant and equipment | $ 2,200 |
Variable Interest Entity - Cons
Variable Interest Entity - Consolidated VIE Assets And Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Current assets | $ 315,502 | $ 344,404 |
Total assets | 1,130,330 | 1,113,249 |
Current liabilities | 32,664 | 32,891 |
Total liabilities | 750,668 | 771,711 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Current assets | 17,356 | 13,131 |
Non-current assets | 378,099 | 372,761 |
Total assets | 395,455 | 385,892 |
Current liabilities | 3,525 | 3,652 |
Non-current liabilities | 40,821 | 40,978 |
Total liabilities | $ 44,346 | $ 44,630 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |
Aug. 29, 2022 USD ($) MW | Sep. 30, 2022 variableInterestEntity | Dec. 31, 2021 variableInterestEntity | |
Stellar NJ 2 Acquisition | |||
Variable Interest Entity [Line Items] | |||
Nameplate capacity | MW | 8.3 | ||
Property, plant and equipment | $ 17.7 | ||
Intangible liabilities | 0.6 | ||
Asset acquisition, noncontrolling interests | $ 2.1 | ||
Zildjian Solar V, LLC | |||
Variable Interest Entity [Line Items] | |||
Consolidated VIEs | variableInterestEntity | 26 | 25 | |
Zildjian Solar V, LLC | Stellar NJ 2 Acquisition | |||
Variable Interest Entity [Line Items] | |||
Nameplate capacity | MW | 1.1 | ||
Property, plant and equipment | $ 2.6 | ||
Intangible liabilities | 0.2 | ||
Asset acquisition, noncontrolling interests | $ 2.1 |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 556,235 | $ 555,762 |
Unamortized discounts and premiums | (2,271) | (176) |
Unamortized deferred financing costs | (8,934) | (9,606) |
Less: Current portion of long-term debt | 17,321 | 21,143 |
Long-term debt, net of unamortized debt issuance costs and current portion | 527,709 | 524,837 |
Financing lease obligations | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 37,094 | 37,601 |
Weighted average interest rate | 3.65% | |
Amended rated term loan | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 490,322 | 499,750 |
Weighted average interest rate | 3.51% | |
Construction loans | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 0 | 5,593 |
Weighted average interest rate | 0% | |
Term loans | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 28,819 | $ 12,818 |
Weighted average interest rate | 4.01% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 24, 2021 | Oct. 23, 2020 | Jan. 10, 2020 | |
Line of Credit Facility [Line Items] | |||||||||
Assumed financing lease liability | $ 36,000 | $ 36,000 | $ 36,500 | ||||||
Sale-leaseback transactions net of transaction costs | 1,100 | 1,100 | |||||||
Payment of financing obligation | 900 | $ 100 | 1,500 | $ 100 | |||||
Interest expense | 400 | 200 | 1,100 | 200 | |||||
Debt principal amount | 556,235 | 556,235 | 555,762 | ||||||
Minimum lease payments | 25,067 | 25,067 | |||||||
Investment tax credit | 13,200 | ||||||||
Implied interest on financing lease obligation | 1,300 | 1,300 | |||||||
Difference between minimum lease payments and fair value of financing lease obligations acquired | 100 | 100 | |||||||
Stellar HI Acquisition | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Difference between minimum lease payments and fair value of finance lease obligations | 2,600 | 2,600 | |||||||
Fifth Third Bank | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding principal balance | 12,100 | 12,100 | 12,100 | ||||||
Remaining borrowing capacity | 0 | 0 | 0 | ||||||
Deutsche Bank | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding principal balance | 700 | 700 | 600 | ||||||
Remaining borrowing capacity | $ 11,800 | $ 11,800 | 11,900 | ||||||
Financing lease obligations | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Weighted average interest rate | 3.65% | 3.65% | |||||||
Debt principal amount | $ 37,094 | $ 37,094 | 37,601 | ||||||
Related Term Loan | Blackstone Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | 251,000 | 251,000 | |||||||
Amended Rated Term Loan | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding principal balance | 490,300 | 490,300 | 500,000 | ||||||
Debt issuance costs | 7,800 | $ 7,800 | 8,400 | ||||||
Amended Rated Term Loan | Blackstone Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Increase in borrowing capacity | $ 135,600 | ||||||||
Maximum borrowing capacity | $ 503,000 | ||||||||
Weighted average interest rate | 3.51% | 3.70% | |||||||
Initial amortization rate | 2.50% | ||||||||
Debt instrument term | 8 years | ||||||||
Amortization step up rate | 4% | ||||||||
Construction Loan To Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee percentage | 0.50% | ||||||||
Remaining borrowing capacity | 171,500 | $ 171,500 | 169,700 | ||||||
Construction Loan To Term Loan Facility | Fifth Third Bank | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Additional borrowing capacity | $ 10,000 | ||||||||
Construction Loan To Term Loan Facility | Construction loans | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 187,500 | ||||||||
Long-term debt | 0 | 0 | 5,600 | ||||||
Interest costs incurred | 0 | $ 100 | 0 | $ 400 | |||||
Construction Loan To Term Loan Facility | Term loans | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term debt | 16,000 | 16,000 | $ 12,300 | ||||||
Construction Loan To Term Loan Facility | Letter of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 12,500 | ||||||||
Project Level Term Loan | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | 2,100 | 2,100 | |||||||
Outstanding principal balance | 12,600 | 12,600 | |||||||
Debt issuance costs | 2,200 | 2,200 | |||||||
Interest costs incurred | 200 | ||||||||
Project Level Term Loan | Stellar NJ 2 Acquisition | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding principal balance | 14,100 | 14,100 | |||||||
Unamortized debt discount | $ 2,200 | $ 2,200 |
Debt - Minimum Lease Payments U
Debt - Minimum Lease Payments Under Failed Sale-Leasebacks (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 709 |
2023 | 2,336 |
2024 | 2,340 |
2025 | 2,353 |
2026 | 2,336 |
Thereafter | 14,993 |
Total | $ 25,067 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 17, 2022 USD ($) $ / shares shares | Dec. 22, 2020 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Aug. 17, 2022 shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 15, 2022 shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 12, 2020 facility MW | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Redeemable warrants issued (in shares) | 14,798,981 | |||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Redeemable warrants exercised share (in shares) | 1,687 | |||||||||
Proceeds from redeemable warrants cash | $ | $ 18,557 | |||||||||
Redeemable warrants on a cashless (in shares) | 10,614,564 | |||||||||
Gain in fair value change of warrant | $ | $ 4,100,000 | |||||||||
Exchange of warrants into common stock | $ | 7,828,000 | |||||||||
Class of warrants or rights, warrants liability | $ | $ 35,800,000 | |||||||||
Alignment shares outstanding (in shares) | 1,207,500 | 1,207,500 | 1,408,750 | |||||||
Volatility rate | 73% | |||||||||
Risk-free interest rate | 4% | |||||||||
Loss (gain) on fair value remeasurement of contingent consideration, net | $ | $ 825,000 | $ (350,000) | $ (146,000) | $ (2,400,000) | ||||||
Common Stock | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Exercised warrants (in shares) | 2,934,466 | 2,934,466 | ||||||||
Gain in fair value change of warrant | $ | $ 8,600,000 | |||||||||
Solar | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Number of assets acquired | facility | 16 | |||||||||
Nameplate capacity | MW | 61.5 | |||||||||
Earnout cash payments | $ | $ 10,500,000 | |||||||||
Liability for contingent consideration | $ | $ 2,700,000 | 2,700,000 | $ 2,300,000 | |||||||
Loss (gain) on fair value remeasurement of contingent consideration, net | $ | $ (800,000) | $ 400,000 | 100,000 | 2,400,000 | ||||||
Amount of change of other contingent consideration, amount | $ | $ 500,000 | $ 0 | ||||||||
Redeemable Warrants | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Warrants surrendered (in shares) | 4,630,163 | |||||||||
Redeemable Warrants | Subsequent Event | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Redeemable price (in usd per share) | $ / shares | $ 0.10 | |||||||||
Redemption fair market value price (in usd per share) | $ / shares | $ 10.98 | |||||||||
Redemption cashless exercise | 0.2763 | |||||||||
Redeemable warrants exercised share (in shares) | 8,462 | |||||||||
Proceeds from redeemable warrants cash | $ | $ 93,082 | |||||||||
Redemption warrant of cashless exercise (in shares) | 14,690,310 | |||||||||
Exercised warrants (in shares) | 4,058,845 | |||||||||
Warrants remained unexercised (in shares) | 100,209 | |||||||||
Aggregate redemption price | $ | $ 10,021 | |||||||||
Class A Common Stock | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Class A Common Stock | Common Stock | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Exercised warrants (in shares) | 2,932,779 | |||||||||
IPO | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Redeemable warrants issued (in shares) | 10,062,500 | 10,062,500 | ||||||||
IPO | Private Placement Warrants | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Redeemable warrants issued (in shares) | 7,366,667 | 7,366,667 | ||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 11 | $ 11 | ||||||||
Exercisable warrants (in shares) | 9,366,667 | 9,366,667 | ||||||||
IPO | Private Placement Warrants | Amended And Restated Promissory Note | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Redeemable warrants issued (in shares) | 2,000,000 | 2,000,000 | ||||||||
IPO | Class A Common Stock | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Redeemable warrants issued (in shares) | 10,062,500 | 10,062,500 | ||||||||
IPO | Class A Common Stock | Private Placement Warrants | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 11 | $ 11 | ||||||||
Warrant | Class A Common Stock | ||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||
Number of shares issued in transaction (in shares) | 1,111,243 |
Fair Value Measurements - Warra
Fair Value Measurements - Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Units | ||||
Redeemable warrants, beginning balance (in shares) | 19,429,167 | |||
Warrants exercised (in shares) | (10,616,261) | |||
Exchange of warrants into common stock (in shares) | (4,630,163) | |||
Forfeiture of fractional warrants (in shares) | (13) | |||
Fair value remeasurement (in shares) | 0 | |||
Redeemable warrants, ending balance (in shares) | 4,182,730 | 4,182,730 | ||
$ | ||||
Redeemable warrants, beginning balance | $ 49,933 | |||
Warrants exercised | (35,837) | |||
Exchange of warrants into common stock | (7,828) | |||
Forfeiture of fractional warrants | 0 | |||
Fair value remeasurement | $ 29,564 | $ 0 | 6,447 | $ 0 |
Redeemable warrants, ending balance | $ 12,715 | $ 12,715 |
Fair Value Measurements - Align
Fair Value Measurements - Alignment Shares (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Shares | ||||
Beginning balance (in shares) | 1,408,750 | |||
Alignment shares converted (in shares) | (201,250) | |||
Fair value remeasurement (in shares) | 0 | |||
Ending balance (in shares) | 1,207,500 | 1,207,500 | ||
$ | ||||
Beginning balance | $ 127,474 | |||
Alignment shares converted | (15) | |||
Fair value remeasurement | $ 72,418 | $ 0 | 9,367 | $ 0 |
Ending balance | $ 136,826 | $ 136,826 |
Equity (Details)
Equity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Common stock, authorized (in shares) | 988,591,250 | 988,591,250 |
Common stock, issued (in shares) | 157,696,560 | 153,648,830 |
Common stock dividends | $ 0 | $ 0 |
Alignment shares outstanding (in shares) | 1,207,500 | 1,408,750 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, authorized (in shares) | 988,591,250 | 988,591,250 |
Common stock, issued (in shares) | 157,696,560 | 153,648,830 |
Common Class B | ||
Class of Stock [Line Items] | ||
Alignment shares outstanding (in shares) | 1,207,500 | 1,408,750 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | ||
Redeemable noncontrolling interest, beginning balance | $ 15,527 | $ 18,311 |
Cash distributions | (725) | (845) |
Cash contributions | 1,087 | 0 |
Assumed noncontrolling interest through acquisitions | 2,125 | 0 |
Redemption of redeemable noncontrolling interests | 0 | (1,630) |
Net income (loss) attributable to redeemable noncontrolling interest | 430 | (669) |
Redeemable noncontrolling interest, ending balance | $ 18,444 | $ 15,167 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Guarantor Obligations [Line Items] | |||||
Guarantor term | 15 years | ||||
Site lease expense | $ 1,400,000 | $ 1,200,000 | $ 3,900,000 | $ 3,200,000 | |
Other long-term liabilities | 8,316,000 | 8,316,000 | $ 5,587,000 | ||
Lease Agreements | |||||
Guarantor Obligations [Line Items] | |||||
Other long-term liabilities | 2,900,000 | 2,900,000 | 2,100,000 | ||
Performance Guarantee | |||||
Guarantor Obligations [Line Items] | |||||
Performance guarantee obligations | $ 0 | $ 0 | $ 0 | ||
Minimum | |||||
Guarantor Obligations [Line Items] | |||||
Guarantor term | 10 years | ||||
Maximum | |||||
Guarantor Obligations [Line Items] | |||||
Guarantor term | 25 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 100,000 | $ 100,000 | $ 0 | ||
Interest payable | 4,459,000 | 4,459,000 | 4,494,000 | ||
Due to related parties | 47,000 | 47,000 | 0 | ||
Master Services Agreement | CBRE Group, Inc | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 100,000 | 100,000 | |||
Payments of related party | 0 | ||||
Amended rated term loan | |||||
Related Party Transaction [Line Items] | |||||
Related party interest expense | 4,500,000 | $ 3,200,000 | 13,200,000 | $ 10,500,000 | |
Interest payable | $ 4,400,000 | $ 4,400,000 | $ 4,500,000 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to common stockholders - basic | $ (96,980) | $ (1,055) | $ (12,446) | $ (1,282) |
Net loss attributable to common stockholders - diluted | $ (96,980) | $ (1,055) | $ (12,446) | $ (1,282) |
Weighted-average common shares outstanding – basic (in shares) | 154,455,228 | 88,741,089 | 153,482,503 | 88,741,089 |
Weighted-average common shares outstanding – diluted (in shares) | 154,455,228 | 88,741,089 | 153,482,503 | 88,741,089 |
Net loss attributable to common stockholders per share - basic (in usd per share) | $ (0.63) | $ (0.01) | $ (0.08) | $ (0.01) |
Net loss attributable to common stockholders per share - diluted (in usd per share) | $ (0.63) | $ (0.01) | $ (0.08) | $ (0.01) |
Warrant | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from of earnings per share (in shares) | 4,182,730 | 4,182,730 | ||
Exercise price of warrants (in usd per share) | $ 11 | $ 11 | ||
Class A Common Stock | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from of earnings per share (in shares) | 542,511 | 1,259,887 | 542,511 | 1,259,887 |
Class A Common Stock | Restricted Stock Units (RSUs) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from of earnings per share (in shares) | 2,323,574 | 2,323,574 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Jul. 12, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 09, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 2,700,000 | $ 0 | $ 6,700,000 | $ 100,000 | |||
Common stock, issued (in shares) | 157,696,560 | 157,696,560 | 153,648,830 | ||||
Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, issued (in shares) | 157,696,560 | 157,696,560 | 153,648,830 | ||||
Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent subject to hurdle achievement | 25% | ||||||
Share price hurdle to satisfy performance condition (in usd per share) | $ 10 | ||||||
Percent of increase in authorized shares | 5% | 5% | |||||
Omnibus Incentive Plan | Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent of stock subject to conversion | 5% | ||||||
Common stock authorized for issuance (in shares) | 23,047,325 | 23,047,325 | 15,364,883 | ||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent of increase in authorized shares | 1% | 1% | |||||
Employee Stock Purchase Plan | Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized for issuance (in shares) | 3,072,976 | 3,072,976 | 1,536,488 | ||||
Stock-based compensation | $ 0 | $ 0 | |||||
Common stock, issued (in shares) | 0 | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ 35,900,000 | $ 35,900,000 | $ 200,000 | ||||
Weighted average period of recognition | 5 years | ||||||
Restricted Stock Units (RSUs) | APAMH Restricted Unit Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock reserved for future issuance (in shares) | 0 | 0 | 446,128 | ||||
Restricted Stock Units (RSUs) | Holdings Restricted Units Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock reserved for future issuance (in shares) | 542,511 | 542,511 | 813,759 | ||||
Restricted Stock Units (RSUs) | Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted in period (in shares) | 155,000 | 8,043,914 | |||||
Stock-based compensation | $ 2,700,000 | $ 6,700,000 | |||||
Performance-Based Restricted Stock Units (RSUs) | Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent of stock subject to conversion | 80% | ||||||
Percent of award vesting rights | 33.33% | ||||||
Time-Based Restricted Stock Units (RSUs) | Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent of award vesting rights | 33.33% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (expense) benefit | $ 1,964 | $ (2,552) | $ 2,548 | $ (1,497) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - DESRI II and DESRI V Acquisition Holdings, L.L.C. $ in Millions | Nov. 11, 2022 USD ($) MW |
Subsequent Event [Line Items] | |
Nameplate capacity | MW | 88 |
Purchase price | $ 102 |
Payment of financing and stock issuance costs | 82 |
Business combination contingent consideration payable | $ 20 |