Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39798 | ||
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 | ||
Entity Address, Address Line Two | 6th 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 280,256,927 | ||
Entity Common Stock, Shares Outstanding | 158,987,942 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement to be filed for its 2023 Annual Meeting of Stockholders are incorporated by reference into the sections of this Form 10-K addressing the requirements of Part III of Form 10-K. | ||
Entity Central Index Key | 0001828723 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Stamford, CT |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Operating revenues, net | $ 101,163 | $ 71,800 |
Operating expenses | ||
Cost of operations (exclusive of depreciation and amortization shown separately below) | 17,532 | 14,029 |
General and administrative | 25,026 | 16,767 |
Depreciation, amortization and accretion expense | 29,600 | 20,967 |
Acquisition and entity formation costs | 3,629 | 1,489 |
Loss (gain) on fair value remeasurement of contingent consideration | 79 | (2,800) |
Gain on disposal of property, plant and equipment | (2,222) | (12,842) |
Stock-based compensation | 9,404 | 148 |
Total operating expenses | 83,048 | 37,758 |
Operating income | 18,115 | 34,042 |
Other (income) expenses | ||
Change in fair value of redeemable warrant liability | 5,647 | 2,332 |
Change in fair value of Alignment Shares liability | (61,314) | (5,013) |
Other (income) expense, net | (3,926) | 245 |
Interest expense, net | 22,162 | 19,933 |
Loss on extinguishment of debt | 2,303 | 3,245 |
Total other (income) expense | (35,128) | 20,742 |
Income before income tax expense | 53,243 | 13,300 |
Income tax expense | (1,076) | (295) |
Net income | 52,167 | 13,005 |
Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests | (3,270) | 7,099 |
Net income attributable to Altus Power, Inc. | $ 55,437 | $ 5,906 |
Net income per share attributable to common stockholders | ||
Basic (in usd per share) | $ 0.36 | $ 0.06 |
Diluted (in usd per share) | $ 0.35 | $ 0.06 |
Weighted average shares used to compute net income per share attributable to common stockholders | ||
Basic (in shares) | 154,648,788 | 92,751,839 |
Diluted (in shares) | 155,708,993 | 96,603,428 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 193,016 | $ 325,983 |
Current portion of restricted cash | 2,404 | 2,544 |
Accounts receivable, net | 13,443 | 9,218 |
Other current assets | 6,206 | 6,659 |
Total current assets | 215,069 | 344,404 |
Restricted cash, noncurrent portion | 3,978 | 1,794 |
Property, plant and equipment, net | 1,005,147 | 745,711 |
Intangible assets, net | 47,627 | 16,702 |
Operating lease asset | 94,463 | 0 |
Derivative assets | 3,953 | 0 |
Other assets | 6,651 | 4,638 |
Total assets | 1,376,888 | 1,113,249 |
Current liabilities: | ||
Accounts payable | 2,740 | 3,591 |
Construction payable | 9,038 | 234 |
Interest payable | 4,436 | 4,494 |
Purchase price payable, current | 12,077 | 0 |
Due to related parties | 112 | 0 |
Current portion of long-term debt | 29,959 | 21,143 |
Operating lease liability, current | 3,339 | 0 |
Other current liabilities | 6,527 | 3,429 |
Total current liabilities | 68,228 | 32,891 |
Redeemable warrant liability | 0 | 49,933 |
Alignment Shares liability | 66,145 | 127,474 |
Long-term debt, net of unamortized debt issuance costs and current portion | 634,603 | 524,837 |
Intangible liabilities, net | 12,411 | 13,758 |
Purchase price payable, noncurrent | 6,940 | 0 |
Asset retirement obligations | 9,575 | 7,628 |
Operating lease liability, noncurrent | 94,819 | 0 |
Contract liability | 5,397 | 0 |
Deferred tax liabilities, net | 11,011 | 9,603 |
Other long-term liabilities | 4,700 | 5,587 |
Total liabilities | 913,829 | 771,711 |
Commitments and contingent liabilities (Note 15) | ||
Redeemable noncontrolling interests | 18,133 | 15,527 |
Stockholders' equity | ||
Common stock $0.0001 par value; 988,591,250 shares authorized as of December 31, 2022 and 2021; 158,904,401 and 153,648,830 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 16 | 15 |
Additional paid-in capital | 470,004 | 406,259 |
Accumulated deficit | (45,919) | (101,356) |
Total stockholders' equity | 424,101 | 304,918 |
Noncontrolling interests | 20,825 | 21,093 |
Total equity | 444,926 | 326,011 |
Total liabilities, redeemable noncontrolling interests, and stockholders' equity | $ 1,376,888 | $ 1,113,249 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity - USD ($) $ in Thousands | Total | Public And Placement Warrants | Preferred Class A | Class A Common Stock | Total Stockholders' Equity | Total Stockholders' Equity Public And Placement Warrants | Total Stockholders' Equity Preferred Class A | Total Stockholders' Equity Class A Common Stock | Class A Common Stock | Class A Common Stock Public And Placement Warrants | Class A Common Stock Class A Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Public And Placement Warrants | Additional Paid-in Capital Preferred Class A | Additional Paid-in Capital Class A Common Stock | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) Preferred Class A | Non Controlling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 89,999,976 | |||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 138,995 | $ 124,979 | $ 9 | $ 205,772 | $ (80,802) | $ 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 | 3,846 | 3,846 | ||||||||||||||||
Accretion of Series A preferred stock | 0 | 8,417 | $ (8,417) | |||||||||||||||
Stock-based compensation | 148 | 148 | 148 | |||||||||||||||
Accrued dividends and commitment fees on Series A preferred stock | 0 | 18,043 | $ (18,043) | |||||||||||||||
Payment of dividends and commitment fees on Series A preferred stock | (22,207) | (22,207) | (22,207) | |||||||||||||||
Issuance of Class A common stock upon the Merger, net of redemptions and equity issuance costs (in shares) | 63,648,854 | |||||||||||||||||
Issuance of Class A common stock upon the Merger, net of redemptions and equity issuance costs | 401,715 | 401,715 | $ 6 | 401,709 | ||||||||||||||
Redemption of Series A preferred stock | $ (290,000) | $ (290,000) | $ (290,000) | |||||||||||||||
Cash distributions to noncontrolling interests | (3,891) | (3,891) | ||||||||||||||||
Redemption of noncontrolling interests | (3,267) | 1,346 | 1,346 | (4,613) | ||||||||||||||
Redemption of redeemable noncontrolling interests | 1,031 | 1,031 | 1,031 | |||||||||||||||
Noncontrolling interests assumed through acquisitions | 4,315 | 4,315 | ||||||||||||||||
Net income (loss) | $ 13,326 | 5,906 | 5,906 | 7,420 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 153,648,830 | 153,648,830 | ||||||||||||||||
Ending 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 | 5,010 | 5,010 | ||||||||||||||||
Stock-based compensation (shares) | 75,000 | |||||||||||||||||
Stock-based compensation | 9,404 | 9,404 | 9,404 | |||||||||||||||
Cash distributions to noncontrolling interests | (1,549) | (1,549) | ||||||||||||||||
Equity issuance costs | (1,165) | (1,165) | (1,165) | |||||||||||||||
Conversion of convertible securities (in shares) | 1,111,243 | 2,021 | ||||||||||||||||
Conversion of convertible securities | $ 7,779 | $ 15 | $ 7,779 | $ 15 | $ 7,779 | $ 15 | ||||||||||||
Exercised warrants (in shares) | 4,067,307 | 4,058,845 | ||||||||||||||||
Exercised warrants | 47,837 | 47,837 | $ 1 | 47,836 | ||||||||||||||
Redemption of redeemable noncontrolling interests | (124) | (124) | (124) | |||||||||||||||
Noncontrolling interests assumed through acquisitions | 184 | 184 | ||||||||||||||||
Net income (loss) | $ 51,524 | 55,437 | 55,437 | (3,913) | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 158,904,401 | 158,904,401 | ||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 444,926 | $ 424,101 | $ 16 | $ 470,004 | $ (45,919) | $ 20,825 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net income | $ 52,167 | $ 13,005 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation, amortization and accretion | 29,600 | 20,967 |
Deferred tax expense | 1,078 | 219 |
Non-cash lease expense | 443 | 0 |
Amortization of debt discount and financing costs | 3,018 | 2,873 |
Loss on extinguishment of debt | 2,303 | 3,245 |
Change in fair value of redeemable warrant liability | 5,647 | 2,332 |
Change in fair value of Alignment Shares liability | (61,315) | (5,013) |
Remeasurement of contingent consideration | 79 | (2,800) |
Gain on disposal of property, plant and equipment | (2,222) | (12,842) |
Stock-based compensation | 9,404 | 148 |
Other | (174) | 104 |
Changes in assets and liabilities, excluding the effect of acquisitions | ||
Accounts receivable | (2,122) | 162 |
Due from related parties | 112 | 0 |
Derivative assets | (1,247) | (324) |
Other assets | (280) | (4,647) |
Accounts payable | (1,126) | 2,001 |
Interest payable | (58) | 1,909 |
Contract liability | 562 | 0 |
Other liabilities | (627) | 2,365 |
Net cash provided by operating activities | 35,242 | 23,704 |
Cash flows from investing activities | ||
Capital expenditures | (77,223) | (14,585) |
Payments to acquire businesses, net of cash and restricted cash acquired | (76,166) | (201,175) |
Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired | (13,924) | (27,364) |
Proceeds from disposal of property, plant and equipment | 3,605 | 19,910 |
Other | 496 | (36) |
Net cash used for investing activities | (163,212) | (223,250) |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt | 124,697 | 311,053 |
Repayments of long-term debt | (123,362) | (160,487) |
Payment of debt issuance costs | (5,257) | (2,628) |
Payment of debt extinguishment costs | (1,335) | (1,477) |
Proceeds from the Merger and PIPE financing | 0 | 637,458 |
Payment of transaction costs related to the Merger | (742) | (55,442) |
Proceeds from issuance of common stock and Series A preferred stock | 0 | 82,000 |
Repayment of Series A preferred stock | 0 | (290,000) |
Payment of dividends and commitment fees on Series A preferred stock | 0 | (22,207) |
Proceeds from exercise of warrants | 65 | 0 |
Payment of contingent consideration | (72) | (153) |
Contributions from noncontrolling interests | 6,097 | 3,846 |
Redemption of redeemable noncontrolling interests | (473) | (5,324) |
Distributions to noncontrolling interests | (2,571) | (4,978) |
Net cash provided by financing activities | (2,953) | 491,661 |
Net decrease in cash, cash equivalents, and restricted cash | (130,923) | 292,115 |
Cash, cash equivalents, and restricted cash, beginning of year | 330,321 | 38,206 |
Cash, cash equivalents, and restricted cash, end of year | 199,398 | 330,321 |
Supplemental cash flow disclosure | ||
Cash paid for interest, net of amounts capitalized | 21,605 | 15,015 |
Cash paid for taxes | 73 | 103 |
Non-cash investing and financing activities | ||
Asset retirement obligations | 1,840 | 3,024 |
Debt assumed through acquisitions | 117,295 | 5,920 |
Initial recording of noncontrolling interest | 183 | 4,569 |
Redeemable noncontrolling interest assumed through acquisitions | 2,126 | 0 |
Acquisitions of property and equipment included in construction payable | 8,371 | 234 |
Construction loan conversion | (4,186) | 0 |
Term loan conversion | 4,186 | 0 |
Exchange of warrants into common stock | 7,779 | 0 |
Warrants exercised on a cashless basis | 47,836 | 0 |
Conversion of Alignment Shares into common stock | 15 | 0 |
Deferred purchase price payable | $ 18,548 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 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) | 158,904,401 | 153,648,830 |
Common stock, outstanding (in shares) | 158,904,401 | 153,648,830 |
Assets of consolidated VIEs, included in total assets above: | ||
Current portion of restricted cash | $ 2,404 | $ 2,544 |
Accounts receivable, net | 13,443 | 9,218 |
Other current assets | 6,206 | 6,659 |
Restricted cash, noncurrent portion | 3,978 | 1,794 |
Property, plant and equipment, net | 1,005,147 | 745,711 |
Intangible assets, net | 47,627 | 16,702 |
Operating lease asset | 94,463 | 0 |
Other assets | 6,651 | 4,638 |
Total assets of consolidated VIEs | 1,376,888 | 1,113,249 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 2,740 | 3,591 |
Operating lease liability, current | 3,339 | 0 |
Current portion of long-term debt | 29,959 | 21,143 |
Other current liabilities | 6,527 | 3,429 |
Long-term debt, net of unamortized debt issuance costs and current portion | 634,603 | 524,837 |
Intangible liabilities, net | 12,411 | 13,758 |
Asset retirement obligations | 9,575 | 7,628 |
Operating lease liability, noncurrent | 94,819 | 0 |
Other long-term liabilities | 4,700 | 5,587 |
Total liabilities of consolidated VIEs | 913,829 | 771,711 |
Variable Interest Entity, Primary Beneficiary | ||
Assets of consolidated VIEs, included in total assets above: | ||
Cash and cash equivalents | 11,652 | 7,524 |
Current portion of restricted cash | 1,152 | 1,763 |
Accounts receivable, net | 2,952 | 2,444 |
Other current assets | 678 | 1,400 |
Restricted cash, noncurrent portion | 1,762 | 1,122 |
Property, plant and equipment, net | 401,711 | 363,991 |
Intangible assets, net | 5,308 | 6,909 |
Operating lease asset | 36,211 | 0 |
Other assets | 591 | 739 |
Total assets of consolidated VIEs | 462,017 | 385,892 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 454 | 419 |
Operating lease liability, current | 2,742 | |
Current portion of long-term debt | 2,336 | 2,457 |
Other current liabilities | 199 | 776 |
Long-term debt, net of unamortized debt issuance costs and current portion | 33,332 | 34,022 |
Intangible liabilities, net | 1,899 | 2,420 |
Asset retirement obligations | 4,438 | 3,988 |
Operating lease liability, noncurrent | 33,204 | 0 |
Other long-term liabilities | 565 | 548 |
Total liabilities of consolidated VIEs | $ 79,169 | $ 44,630 |
General
General | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and pursuant to the regulations of the U.S Securities and Exchange Commission (" SEC "). The Company’s consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all intercompany balances and transactions eliminated in consolidation. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year financial statement presentation. Such reclassifications have no impact on previously reported net income, stockholders' equity, or cash flows. For the year ended December 31, 2021, $0.6 million was reclassified from goodwill to other assets and $0.2 million was reclassified from other current liabilities to construction payable on the consolidated balance sheet. These changes had no impact on total assets or total current liabilities reported in the consolidated balance sheet. Further, for the year ended December 31, 2021 $0.1 was reclassified from General and Administrative to Stock-based compensation within the Operating expenses section of the consolidated statement of operations. This change had no impact on total operating expenses reported in the consolidated statement of operations. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 considerations, Class B common stock, par value $0.0001 per share (" Alignment Shares "), and derivative instruments. Variable Interest Entities The Company consolidates all variable interest entities (" VIEs ") in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a variable interest entity, or 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 an entity that has a variable interest or a combination of variable interests that provide that entity with a controlling financial interest in the VIE. An entity is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur. See Note 8, "Variable Interest Entities." 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. 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 include 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 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 consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following: As of December 31, 2022 2021 Cash and cash equivalents $ 193,016 $ 325,983 Current portion of restricted cash 2,404 2,544 Restricted cash, noncurrent portion 3,978 1,794 Total $ 199,398 $ 330,321 Accounts Receivable Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. U.S. GAAP requires that the allowance method be used to recognize bad debts. As of December 31, 2022 and 2021, the Company determined that the allowance for uncollectible accounts receivable was $0.4 million and $0.4 million, respectively. 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 28.0% of total accounts receivable as of December 31, 2022. The Company had one customer that individually accounted for 16.2% of total revenue for the year ended December 31, 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 year ended December 31, 2021. Economic Concentrations The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across the United States. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy. 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. Refer to Note 10, "Fair Value Measurements" for further information on assets and liabilities measured at fair value. Interest Rate Swap Agreements The Company is exposed to interest rate risk on its floating-rate debt. The Company periodically enters into interest rate swap agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company does not designate interest rate swap agreements as hedging instruments for accounting purposes. Therefore, changes in the fair value of interest rate swap agreements are reported in the consolidated statement of operations as part of interest expense. Property, Plant and Equipment The Company reports property, plant and equipment at cost, less accumulated depreciation. Costs include all costs incurred during the construction and development of the solar energy facilities, including land, development costs and site work. Repairs and maintenance are expensed as incurred. The Company begins depreciating the property, plant and equipment when the assets are placed in service. Depreciation expense is computed using the straight- line composite method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. Business Combinations and Acquisitions of Assets The Company applies the definition of a business in ASC 805, Business Combinations , to determine whether it is acquiring a business or a group of assets. When the Company acquires a business, the purchase price is allocated to (i) the acquired tangible assets and liabilities assumed, primarily consisting of solar energy facilities and land, (ii) the identified intangible assets and liabilities, primarily consisting of favorable and unfavorable rate power purchase agreements (" PPAs ") and renewable energy credit (" REC ") agreements, (iii) asset retirement obligations (iv) non-controlling interests, and (v) other working capital items based in each case on their estimated fair values. The excess of the purchase price, if any, over the estimated fair value of net assets acquired is recorded as goodwill. The fair value measurements of the assets acquired and liabilities assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation. In addition, acquisition costs related to business combinations are expensed as incurred. When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired. Intangible Assets, Intangible Liabilities and Amortization Intangible assets and intangible liabilities include favorable and unfavorable rate PPAs, net metering credit agreements (“ NMCAs ”), and REC agreements as well as value ascribed to in-place leases and fees paid to third parties for acquiring customers. PPAs, NMCAs and REC agreements obtained through acquisitions, which are recorded at the estimated fair value as of the acquisition date and the difference between the contract price and current market price is recorded as an intangible asset or liability. Amortization of intangible assets and liabilities is recorded within depreciation, amortization and accretion in the consolidated statements of operations. Values ascribed to in-place leases are amortized using the straight-line method ratably over 15-30 years based upon the term of the individual site leases. Third party costs necessary to acquire PPAs and NMCA customers are amortized using the straight-line method ratably over 15-25 years based upon the term of the customer contract. Estimated fair value allocated to the favorable and unfavorable rate PPAs and REC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets acquired and liabilities assumed impact the amount and timing of future amortization. See Note 6, "Intangible Assets and Intangible Liabilities." Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current-period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, recoverability is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair market value as determined from an appraisal, discounted cash flows analysis, or other valuation technique. For the years ended December 31, 2022 and 2021, there were no events or changes to circumstances that may indicate the carrying value of long-lived asset would not be recoverable, therefore, there was no impairment loss recognized for the years ended December 31, 2022 and 2021. Leases The Company has lease agreements for land and building rooftops on which our solar energy facilities operate, as well as a lease agreement for a corporate office. The leases are noncancelable and expire on various terms through 2058. At the inception of a contractual arrangement, the Company determines whether it contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding right-of-use asset upon lease commencement. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessee. Operating lease assets and liabilities are recognized based on the present value of minimum lease payments over the lease term using an appropriate discount rate. Right-of-use assets include any lease payments made at or before lease commencement and any initial direct costs incurred and exclude any lease incentives received. Right-of-use assets also include an adjustment to reflect favorable or unfavorable terms of the lease when compared to market terms, when applicable. Certain leases include variable lease payments associated with production of the solar facility or other variable payments such as real estate taxes and common area maintenance. As the Company has elected not to separate lease and non-lease components for all classes of underlying assets, all variable costs associated with leases are expensed in the period incurred and presented and disclosed as variable lease expense. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive financial covenants. The Company does not have any leases that have not yet commenced that create significant rights and obligations for the lessee. A lessee is required to use the rate implicit in the lease when the assumptions are readily determinable. When the assumptions are not readily determinable, it is required to use its incremental borrowing rate. As the assumptions to determine the rate implicit in the lease are not readily determinable for any of the Company's leases, the incremental borrowing rate is used. The discount rate used is the rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. At the lease commencement date, the Company’s incremental borrowing rate is used as the discount rate. Discount rates are reassessed when there is a new lease or a modification to an existing lease. The Company records operating lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. The Company does not have any material short-term leases and, and such, has not presented or disclosed any amounts related to short-term leases in its financial statements. Deferred Financing Costs Deferred financing costs are capitalized and amortized to interest expense, net over the term of the related debt using the effective interest method for term loans or the straight-line method for revolving credit facilities. The unamortized balance of deferred financing costs is recorded in current portion of long- term debt and long-term debt, net of current (see Note 9, "Debt") for term loans or in other current assets and other assets for revolving credit facilities and debt and equity transactions not yet completed, in the consolidated balance sheets. Asset Retirement Obligations Asset retirement obligations are retirement obligations associated with long-lived assets for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. The Company recognizes the fair value of a liability for an ARO in the period in which it is incurred and when a reasonable estimate of fair value can be made. Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company’s AROs are primarily related to the future dismantlement of equipment on leased property. The Company records AROs as part of other non-current liabilities on its balance sheet. See Note 18, "Asset Retirement Obligations." Revenue Recognition The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy credits (“ SRECs ”), and performance based incentives. Power sales under PPAs A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to terms of PPAs. PPAs that do not qualify as leases under ASC 842, Leases , or derivatives under ASC 815, Derivatives and Hedging , are accounted for under ASC 606, Revenue from Contracts with Customers . A portion of PPAs that qualify as derivatives is not material. The Company’s PPAs typically have fixed or floating rates and are generally invoiced on a monthly basis and as of December 31, 2022 have a weighted-average remaining life of 12 years. The Company typically sells energy and related environmental attributes (e.g., SRECs) separately to different customers and considers the delivery of power energy under PPAs to represent a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. There was no change in the Company’s revenue recognition policy for PPAs as a result of adopting ASC 606. For certain of the Company’s rooftop solar energy facilities revenue is recognized net of immaterial pass-through lease charges collected on behalf of building owners. Power sales under NMCAs A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs which have a weighted-average remaining life of 17 years as of December 31, 2022. Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in time when the utility assigns the generated credits to the Company, who directs the utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. The Company’s customers apply net metering credits as a reduction to their utility bills. There was no change in the revenue recognition policy for net metering credits as a result of adopting ASC 606. Solar renewable energy credit revenue The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including: New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs, and therefore, they do not receive an allocation of costs upon generation. Generally, individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The contracts related to SREC sales with a fixed price and quantity have maturity dates ranging from 2023 to 2031. The Company typically sells SRECs to different customers from those purchasing the energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer. Power sales on wholesale markets Sales of power on wholesale electricity market are recognized in revenue upon delivery. Rental income A portion of the Company’s energy revenue is derived from long-term PPAs accounted for as operating leases under ASC 842. Rental income under these lease agreements is recorded as revenue when the electricity is delivered to the customer. Performance based incentives Many state governments, utilities, municipal utilities and co-operative utilities offer a rebate or other cash incentive for the installation and operation of a renewable energy facility. Up-front rebates provide funds based on the cost, size or expected production of a renewable energy facility. Performance based incentives provide cash payments to a system owner based on the energy generated by their renewable energy facility during a pre-determined period, and they are paid over that time period. The Company recognizes revenue from state and utility incentives at the point in time in which they are earned. Cost of Operations (Exclusive of Depreciation and Amortization) Cost of operations primarily consists of operations and maintenance expense, site lease expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred. Stock-based Compensation Stock-based compensation expense for equity instruments issued to employees is measured based on the grant-date fair value of the awards. The fair value of each time-based restricted stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each restricted stock unit with market conditions is estimated using the Monte Carlo model utilizing a distribution of potential outcomes based on expected volatility and risk-free interest rate. The Company recognizes compensation costs using the straight-line method for all equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In evaluating if a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations, refer to Note 20, "Income Taxes," for further details. The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company to report information regarding its exposure to various tax positions taken by the Company. The Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. The uncertain tax position to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement, which could result in the Company recording a tax liability that would reduce net assets. The Company reviews and evaluates tax positions and determines whether or not there are uncertain tax positions that require financial statement recognition. Generally, tax authorities can examine all tax returns filed for the last three years. Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. As a result, no income tax liability or expense related to uncertain tax positions have been recorded in the accompanying consolidated financial statements. The Company’s income tax expense, deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. Basic and Diluted Net Income Per Share Basic net income per share attributable to common stockholder is calculated by dividing the net income attributable to the common stockholder by the weighted- average number of shares of common stock outstanding for the period. The diluted net income per share attributable to common stockholder is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as applicable. During periods in which the Company incurs a net loss attributable to common stockholder, stock options are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share attributable to common stockholder as the effect is antidilutive. See Note 17, "Earnings per Share." Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries Noncontrolling interests and redeemable noncontrolling interests represent third parties’ equity interests in the net assets of certain consolidated Solar Facility Subsidiaries. Third party equity interests are primarily represented by tax equity partnerships which were created to finance the costs of solar energy facilities under long-term operating agreements. The tax equity interests are generally entitled to receive substantially all the accelerated depreciation tax deductions and investment tax credits arising from Solar Facility Subsidiaries pursuant to their contractual shareholder agreements, together with a |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization On December 9, 2021, CBAH and Legacy Altus consummated the previously announced merger pursuant to the Business Combination Agreement. In accordance with the terms and subject to the conditions set forth in the Business Combination Agreement, (i) immediately prior to the consummation of the merger with First Merger Sub, each outstanding share of Legacy Altus preferred stock that was outstanding was redeemed in full for cash (refer to Note 12, "Redeemable Preferred Stock"), and (ii) each outstanding share of Legacy Altus common stock, including shares that were subject to vesting conditions (the " Altus Restricted Shares ") that was outstanding as of immediately prior to the merger with First Merger Sub was cancelled and automatically converted into the right to receive 87,464 shares of the Company's Class A common stock. Class A common stock issued in respect of Altus Restricted Shares are subject to the same vesting restrictions as in effect immediately prior to the merger with First Merger Sub (refer to Note 19, "Stock-based Compensation"). Upon the closing of the Merger, the Company's certificate of incorporation was amended and restated to, among other things, authorize the issuance of 990,000,000 shares of common stock, $0.0001 par value per share, including 988,591,250 shares of Class A common stock and shares of Class B common stock, as well as 10,000,000 shares of preferred stock, $0.0001 par value per share. Contemporaneously with the execution of the Business Combination Agreement, certain accredited investors, who we refer to as the “ PIPE Investors ,” including the Sponsor and certain of our directors and officers, entered into subscription agreements, which we refer to as the “ PIPE Subscription Agreements ,” pursuant to which the PIPE Investors purchased 42,500,000 shares of Class A common stock, which we refer to as the “ PIPE Shares ,” at a purchase price per share of $10.00 and an aggregate purchase price of $425.0 million, which we refer to as the “ PIPE Investment .” Pursuant to its PIPE Subscription Agreement, the Sponsor purchased shares of Class A common stock in an aggregate amount of $220.0 million. The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2022 (amounts in thousands): Recapitalization Cash - CBAH's trust and cash (net of redemptions) $ 212,458 Cash - PIPE 425,000 Non-cash net liabilities assumed from CBAH (186) CBAH's deferred tax assets as of the Merger 159 Less: Fair value of assumed redeemable warrants 47,601 Less: Fair value of assumed Alignment Shares 132,487 Less: transaction costs and advisory fees 55,620 Net the Merger $ 401,723 Less: non-cash net liabilities assumed from CBAH (186) Less: CBAH's deferred tax assets as of the Merger 159 Add: non-cash fair value of assumed redeemable warrants 47,601 Add: non-cash fair value of assumed Alignment Shares 132,487 Add: accrued transaction costs and advisor fees 178 Net contributions from the Merger and PIPE financing $ 582,016 The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows: Shares Common stock, outstanding prior to the Merger 40,250,000 Less: redemption of CBAH's shares (19,101,146) Common stock of CBAH 21,148,854 Shares issued in PIPE financing 42,500,000 The Merger and PIPE Financing shares - Class A common stock 63,648,854 Legacy Altus shares - Class A common stock (1) 89,999,976 Total shares of common stock immediately after the Merger and PIPE financing 153,648,830 (1) The number of Legacy Altus shares was determined from the 1,029 shares of Legacy Altus common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio of 87,464. All fractional shares were rounded down. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 12 Months Ended |
Dec. 31, 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 consolidated statements of operations: For the Year Ended 2022 2021 Power sales under PPAs $ 24,906 $ 15,731 Power sales under NMCAs 27,162 23,029 Power sales on wholesale markets 4,146 975 Total revenue from power sales 56,214 39,735 Solar renewable energy credit revenue 40,502 28,271 Rental income 3,038 2,114 Performance based incentives 1,409 1,680 Total $ 101,163 $ 71,800 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the consolidated balance sheets: As of December 31, 2022 2021 2020 Power sales under PPAs $ 4,092 $ 1,678 $ 1,388 Power sales under NMCAs 3,183 3,322 3,016 Power sales on wholesale markets 223 75 68 Total power sales 7,498 5,075 4,472 Solar renewable energy credits 5,387 3,789 1,108 Rental income 429 350 37 Performance based incentives 129 4 135 Total $ 13,443 $ 9,218 $ 5,752 Payment is typically received within 30 days for invoiced revenue under PPAs and NMCAs. Receipt of payment relative to invoice date varies by customer for SRECs. As of December 31, 2022, the Company had short-term and long-term contract liabilities of $2.6 million and $5.4 million, respectively, associated with prepaid solar renewable energy credits. As of December 31, 2022, the short-term portion of contract liabilities is recorded within other current liabilities on the consolidated balance sheet. The Company did not have significant contract asset or liability balances related to revenues as of December 31, 2021. |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Disaggregation of Revenue The following table presents the detail of revenues as recorded in the consolidated statements of operations: For the Year Ended 2022 2021 Power sales under PPAs $ 24,906 $ 15,731 Power sales under NMCAs 27,162 23,029 Power sales on wholesale markets 4,146 975 Total revenue from power sales 56,214 39,735 Solar renewable energy credit revenue 40,502 28,271 Rental income 3,038 2,114 Performance based incentives 1,409 1,680 Total $ 101,163 $ 71,800 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the consolidated balance sheets: As of December 31, 2022 2021 2020 Power sales under PPAs $ 4,092 $ 1,678 $ 1,388 Power sales under NMCAs 3,183 3,322 3,016 Power sales on wholesale markets 223 75 68 Total power sales 7,498 5,075 4,472 Solar renewable energy credits 5,387 3,789 1,108 Rental income 429 350 37 Performance based incentives 129 4 135 Total $ 13,443 $ 9,218 $ 5,752 Payment is typically received within 30 days for invoiced revenue under PPAs and NMCAs. Receipt of payment relative to invoice date varies by customer for SRECs. As of December 31, 2022, the Company had short-term and long-term contract liabilities of $2.6 million and $5.4 million, respectively, associated with prepaid solar renewable energy credits. As of December 31, 2022, the short-term portion of contract liabilities is recorded within other current liabilities on the consolidated balance sheet. The Company did not have significant contract asset or liability balances related to revenues as of December 31, 2021. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment As of December 31, 2022 and 2021, property, plant and equipment consisted of the following: Estimated Useful As of December 31, 2022 2021 Land — $ 6,173 $ 6,985 Solar energy facilities 25 - 32 979,358 757,714 Battery energy storage system 20 3,873 3,873 Site work 15 5,801 5,801 Leasehold improvements 15 - 30 7,113 5,637 Vehicles and other equipment 3 - 5 609 — Construction in progress — 88,717 21,195 Property, plant and equipment 1,091,644 801,205 Less: Accumulated depreciation (86,497) (55,494) Property, plant and equipment, net $ 1,005,147 $ 745,711 For the years ended December 31, 2022 and 2021, depreciation expense was $31.0 million and $21.5 million, respectively, and is recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations. Disposal of Property, Plant and Equipment On August 15, 2022, the Company, through its wholly-owned subsidiary, sold land 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 in the consolidated statement of operations for the year ended December 31, 2022. On November 19, 2021, the Company sold 100% of its membership interests in JO RI Solar, LLC, a subsidiary of the Company which owns and operates a solar energy facility located in Rhode Island with a nameplate capacity of 4.1 MW, for cash consideration of $19.9 million (the " Johnston Disposal "). As of that date, the carrying amount of the net assets and liabilities of JO RI Solar, LLC, which primarily consisted of the solar energy facility, was $7.1 million. As a result of the transaction, the Company recognized a gain on disposal of property, plant and equipment of $12.8 million in the consolidated statement of operations for the year ended December 31, 2021. |
Intangible Assets and Intangibl
Intangible Assets and Intangible Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Intangible Liabilities | Intangible Assets and Intangible Liabilities As of December 31, 2022 and 2021, intangible assets consisted of the following: Weighted Average Amortization Period As of December 31, 2022 2021 Cost: Customer acquisition costs 16 years $ 6,008 $ 6,008 In-place lease contracts 21 years 819 1,657 Favorable rate revenue contracts 9 years 43,604 11,222 Favorable operation and maintenance contracts 4 years 135 135 Software in development N/A 1,237 — Other 5 years 55 35 Total intangible assets 51,858 19,057 Accumulated amortization: Customer acquisition costs (1,384) (1,015) In-place lease contracts (201) (209) Favorable rate revenue contracts (2,602) (1,120) Favorable operation and maintenance contracts (44) (11) Total accumulated amortization (4,231) (2,355) Total intangible assets, net $ 47,627 $ 16,702 As of December 31, 2022 and 2021, intangible liabilities consisted of the following: Weighted Average Amortization Period As of December 31, 2022 2021 Cost: Unfavorable rate revenue contracts 5 years $ 19,215 $ 16,988 Accumulated amortization: Unfavorable rate revenue contracts (6,804) (3,230) Total intangible liabilities, net $ 12,411 $ 13,758 For the years ended December 31, 2022 and 2021, amortization expense was $1.9 million and $0.9 million, respectively, and was recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations. For the years ended December 31, 2022 and 2021, amortization benefit was $3.6 million and $1.7 million, respectively, and was recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations. Over the next five years, excluding any amortization expense related to software currently in development, the Company expects to recognize annual amortization on its intangibles as follows: (In thousands) 2023 2024 2025 2026 2027 Favorable rate revenue contracts $ 4,757 $ 4,642 $ 4,584 $ 4,584 $ 4,584 In-place lease contracts 369 369 353 353 353 Customer acquisition costs 40 40 40 40 40 Favorable operation and maintenance contracts 33 8 8 8 8 Unfavorable rate revenue contracts (2,482) (1,187) (1,018) (913) (913) Total net amortization expense $ 2,717 $ 3,872 $ 3,967 $ 4,072 $ 4,072 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2022 Acquisitions 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 construction payable. 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, $2.9 million of intangible assets, and $0.2 million of operating lease 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 Unfavorable rate revenue contracts (464) 15 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 8, "Variable Interest Entities." 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. Acquisition of DESRI II & DESRI V On November 11, 2022, APA Finance II, LLC, a wholly-owned subsidiary of the Company, acquired a 88 MW portfolio of nineteen solar energy facilities operating across eight US states. The portfolio was acquired from D.E. Shaw Renewables Investments L.L.C. (" DESRI ") for total consideration of $100.8 million (" DESRI Acquisition "). The DESRI Acquisition was made pursuant to membership interest purchase agreements (the " MIPAs ") dated September 26, 2022, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the MIPAs, the Company acquired 100% ownership interest in holding entities that own the acquired solar energy facilities. The Company accounted for the DESRI Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on November 11, 2022, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The assets acquired and liabilities assumed are recognized provisionally on the consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in process of obtaining additional information for the valuation of acquired tangible and intangible assets. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than November 11, 2023. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on November 11, 2022 (in thousands): Assets Accounts receivable $ 2,001 Derivative assets 2,462 Other assets 432 Property, plant and equipment 179,500 Operating lease asset 17,831 Intangible assets 29,479 Total assets acquired 231,705 Liabilities Accounts payable 275 Accrued liabilities 746 Long-term debt 105,346 Intangible liabilities 771 Operating lease liability 20,961 Contract liability (1) 7,200 Asset retirement obligation 1,508 Total liabilities assumed 136,807 Non-controlling interests 184 Total fair value of consideration transferred, net of cash acquired $ 94,714 The fair value of consideration transferred, net of cash acquired, as of November 11, 2022, is determined as follows: Cash consideration to the seller on closing $ 82,235 Fair value of purchase price payable (2) 19,017 Working capital adjustment (469) Total fair value of consideration transferred 100,783 Cash acquired 1,220 Restricted cash acquired 4,849 Total fair value of consideration transferred, net of cash acquired $ 94,714 (1) Acquired contract liabilities related to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through December 31, 2028. (2) Purchase price outstanding as of December 31, 2022 is payable in three installments in two, twelve and eighteen months following the acquisition date, subject to the accuracy of general representations and warranty provisions included in MIPAs. The Company incurred approximately $2.7 million in acquisition related costs related to the DESRI Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statement of operations for the year ended December 31, 2022. The impact of the DESRI Acquisition on the Company's revenue and net income in the consolidated statement of operations was an increase of $2.5 million and a decrease of $0.2 million for the year ended December 31, 2022, respectively. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA $ 29,479 8 years Unfavorable rate revenue contracts – PPA (771) 12 years Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the DESRI Acquisition as if it had occurred on January 1, 2021. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the DESRI Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2022 For the year ended December 31, 2021 Operating revenues $ 125,160 $ 100,171 Net income 72,187 26,473 2021 Acquisitions Acquisition of Gridley On January 14, 2021, the Company acquired a portfolio of two solar energy facilities (the “ Gridley Acquisition ”) located in California with a combined nameplate capacity of 4.3 MW from a third party for a total purchase price of $5.0 million, including $0.1 million of transaction related costs. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $5.3 million of property, plant and equipment and assumed $0.3 million of other liabilities. Acquisition of Stellar CNI On July 29, 2021, the Company acquired a portfolio of three solar energy facilities located in Connecticut, Iowa and New York (the “ Stellar CNI Acquisition ”) with a combined nameplate capacity of 4.4 MW from a third party for a total purchase price of $5.8 million, including $0.2 million of transaction related costs. As of December 31, 2021, $0.4 million of total consideration remained payable to the seller and was included in purchase price payables on the consolidated balance sheet. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $5.9 million of property, plant and equipment and assumed $0.1 million of asset retirement obligations. Acquisition of TrueGreen On August 25, 2021, APA Finance, LLC, a wholly-owned subsidiary of the Company, acquired a 79 MW portfolio of twenty eight solar energy facilities operating across seven U.S. states. The portfolio was acquired from private equity funds managed by True Green Capital Management, LLC for total consideration of $197.4 million (“ TrueGreen Acquisition ”). The TrueGreen Acquisition was made pursuant to a purchase and sale agreement (the “ PSA ”) dated August 25, 2021, entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in a holding entity that owns solar energy facilities. The Company accounted for the TrueGreen Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the assets acquired and liabilities assumed on August 25, 2021, were recognized generally based on their estimated fair values. All fair value measurements of assets acquired and liabilities assumed, including the non-controlling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The accounting for the TrueGreen Acquisition was finalized as of December 31, 2021. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional amounts recognized, which resulted in a decrease to the goodwill of $1.4 million. The decrease was primarily due to an increase in Property, plant and equipment and Intangible assets by $0.3 million and $0.5 million, respectively, due to the clarification of information utilized to determine fair value during the measurement period. Additionally, the Company recorded a measurement period adjustment of $0.5 million to reduce the fair value of consideration transferred as a result of reconciling working capital adjustment and escrow accounts with the seller. The final amounts recognized for the assets, liabilities and non-controlling interests pertaining to this business combination was as follows (in thousands): Provisional accounting as of August 25, 2021 Measurement period adjustments Final amounts as of August 25, 2021 Assets Accounts receivable $ 3,420 $ 32 $ 3,452 Other assets 510 — 510 Property, plant and equipment 201,150 310 201,460 Intangible assets 5,225 510 5,735 Total assets acquired 210,305 852 211,157 Liabilities Accounts payable 23 (23) — Long-term debt 1,795 — 1,795 Intangible liabilities 10,115 (10) 10,105 Asset retirement obligation 1,998 — 1,998 Other liabilities 935 55 990 Total liabilities assumed 14,866 22 14,888 Non-controlling interests (1) 4,315 — 4,315 Goodwill 1,965 (1,365) 600 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 The fair value of consideration transferred, net of cash acquired, as of August 25, 2021, is determined as follows: Cash consideration to the seller on closing $ 136,689 $ — $ 136,689 Cash consideration paid to settle debt and interest rate swaps on behalf of the seller 51,523 — 51,523 Cash in escrow accounts 2,738 (112) 2,626 Purchase price payable (2) 6,486 (423) 6,063 Total fair value of consideration transferred 197,436 (535) 196,901 Cash acquired 229 — 229 Restricted cash acquired 4,118 — 4,118 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 (1) T he fair value of the non-controlling interests was determined using an income approach representing the best indicator of fair value and was supporte d by a discounted cash flow technique. (2) The Company paid the total purchase price payable after the acquisition date but prior to December 31, 2021. The Company incurred approximately $0.9 million in acquisition costs related to the TrueGreen Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statements of operations for the year ended December 31, 2021. The impact of the TrueGreen Acquisition on the Company’s revenue and net income in the consolidated statements of operations was an increase of $8.4 million and increase of $5.1 million for the year ended December 31, 2021, respectively. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and SRECs generated by acquired solar generating facilities as well as to O&M contracts and leases. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA $ 4,500 20 years Favorable rate revenue contracts – SREC 450 7 years Favorable O&M contracts 135 4 years In-place lease contract 650 13 years Unfavorable rate revenue contracts – PPA (6,635) 12 years Unfavorable rate revenue contracts – SREC (3,470) 2 years Upon the adoption of ASC 842 on January 1, 2022, as discussed in Note 2, "Significant Accounting Policies," the intangible asset associated with the in-place lease contract was derecognized and included in the calculation of operating lease asset. Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the TrueGreen Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the TrueGreen Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 88,431 $ 68,702 Net income 20,020 3,174 Acquisition of Beaver Run On October 22, 2021, APA Finance, LLC, a wholly-owned subsidiary of the Company, acquired a solar energy facility located in New Jersey (the “ Beaver Run Acquisition ”) with a nameplate capacity of 9.9 MW from a third party for a total purchase price of $13.5 million. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $13.5 million of property, plant and equipment, $0.4 million of other assets, and assumed $0.4 million of asset retirement obligations. Acquisition of Stellar HI On October 28, 2021, the Company acquired a 3.1 MW portfolio of seventeen solar projects and a 2.1 MW battery energy storage system located in Hawaii (the " Stellar HI Acquisition ") from a third party for a total purchase price of $6.4 million. The Company accounted for the Stellar HI Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values, which equaled the consideration paid. Of the total purchase price, $10.6 million was allocated to property, plant and equipment, $0.2 million to cash, $0.3 million to restricted cash, $0.2 million to accounts receivable, $4.1 million to financing lease obligations, $0.7 million to intangible liabilities, and $0.1 million to asset retirement obligations. The purchase accounting for the Stellar HI Acquisition was finalized as of December 31, 2021. The Company incurred approximately $0.1 million in acquisition costs related to the Stellar HI Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statements of operations for the year ended December 31, 2021. The Company attributed the intangible liability values to unfavorable rate revenue contracts to sell power generated by acquired solar generating facilities. As of the acquisition date, estimated fair values and the weighted average amortization period of the assumed intangible liabilities were $0.7 million and 11 years, respectively. The impact of the Stellar HI Acquisition on the Company’s revenue and net income in the consolidated statements of operations was an increase of $0.2 million and zero for the year ended December 31, 2021, respectively. Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the Stellar HI Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the Stellar HI Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 73,088 $ 46,268 Net income (loss) 13,199 (1,704) Acquisition of Landmark On December 31, 2021, the Company acquired a solar energy facility located in Illinois (the " Landmark Acquisition ") with a nameplate capacity of 2.6 MW from a third party for a total purchase price of $3.6 million. The transaction was accounted for as an acquisition of a variable interest entity that did not meet the definition of a business, therefore the assets acquired and liabilities assumed were recorded at their fair values, which equaled the consideration paid. Of the total purchase price, $3.6 million was allocated to property, plant and equipment, $0.2 million to other assets, $0.1 million to asset retirement obligations, and $0.3 million to redeemable non-controlling interest. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company consolidates all 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 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 December 31, 2022 and 2021. No VIEs were deconsolidated during the years ended December 31, 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 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 years ended December 31, 2022 and 2021 as determined in the respective operating agreement. The carrying amounts and classification of the consolidated VIE assets and liabilities included in consolidated balance sheets are as follows: As of December 31, 2022 2021 Current assets $ 16,434 $ 13,131 Non-current assets 445,583 372,761 Total assets $ 462,017 $ 385,892 Current liabilities $ 5,731 $ 3,652 Non-current liabilities 73,438 40,978 Total liabilities $ 79,169 $ 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 years ended December 31, 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 the years ended December 31, 2022 and December 31, 2021, the Company consolidated twenty-six and twenty-five VIEs, respectively. No VIEs were deemed significant as of December 31, 2022 and December 31, 2021. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of December 31, Interest Type Weighted average interest rate 2022 2021 Long-term debt Amended Rated Term Loan $ 487,179 $ 499,750 Fixed 3.51 % APAF II Term Loan 125,668 — Floating SOFR + 1.475% Construction loans — 5,593 Floating — % Other term loans 28,483 12,818 Fixed and floating 4.87 % Financing obligations recognized in failed sale leaseback transactions 36,724 37,601 Imputed 3.65 % Total principal due for long-term debt 678,054 555,762 Unamortized discounts and premiums (2,088) (176) Unamortized deferred financing costs (11,404) (9,606) Less: current portion of long-term debt 29,959 21,143 Long-term debt, less current portion $ 634,603 $ 524,837 Amended Rated Term Loan As part of the Blackstone Credit Facility, APA Finance, LLC (“ APAF ”), a wholly owned subsidiary of the Company, entered into a $251 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 a rate of 2.5% of initial outstanding principal per annum for a period of 8 years at which point the amortization steps up to 4% per annum until September 30, 2031 (“ Anticipated Repayment Date ”). After the Anticipated Repayment Date, the loan becomes fully-amortizing, and all available cash is used to pay down principal until the Final Maturity Date. The Amended Rated Term Loan is secured by the membership interests in the Company's subsidiaries. As of December 31, 2022, the outstanding principal balance of the Amended Rated Term Loan was $487.2 million, less unamortized debt discount and loan issuance costs totaling $7.6 million. As of December 31, 2021, the outstanding principal balance of the Rated Term Loan was $499.8 million, less unamortized debt discount and loan issuance costs totaling $8.4 million. As of December 31, 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. DESRI Loans and APAF II Term Loan In conjunction with the DESRI Acquisition, the Company assumed five project-level term loans with a total outstanding principal of $106.3 million and a fair value discount of $1.0 million (the " DESRI Loans "). From November 11, 2022 (the date of the DESRI Acquisition) to December 23, 2022 (the date the loans were repaid, as discussed below), the Company incurred interest costs of $0.9 million associated with the DESRI Loans. On December 23, 2022, APA Finance II, LLC (“ APAF II ”), a wholly owned subsidiary of the Company, entered into a $125.7 million term loan facility (the “ APAF II Term Loan ”) with KeyBank National Association (" KeyBank ") and The Huntington Bank as lenders. The proceeds of the APAF II Term Loan were used to repay the outstanding amounts under the DESRI Loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on SOFR plus a spread of 1.475%. Simultaneously with entering into the Term Loan, the Company entered into interest rate swaps for 100% of the amount of debt outstanding, which effectively fixed the interest rate at 4.885% (see Note 10, "Fair Value Measurements," for further details). The Company incurred $1.2 million of issuance costs related to the APAF II Term Loan, which have been deferred and recorded as a reduction to the outstanding principal balance and are amortized as interest expense on a straight-line basis until the loan's maturity date. The repayment of the DESRI Loans was accounted for as a debt extinguishment. As a result, the Company recognized a loss on extinguishment of debt of $2.3 million in the consolidated statements of operations for the year ended December 31, 2022. As of December 31, 2022, the outstanding principal balance of the APAF II Term Loan was $125.7 million, less unamortized debt issuance costs of $2.7 million. As of December 31, 2022, the Company was in compliance with all covenants. Construction Loan 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, 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 .50% per year of the daily unused amount of the commitment. As of December 31, 2022, the outstanding principal balances of the construction loan and term loan were zero and $15.9 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 December 31, 2022 and 2021, the Company had an unused borrowing capacity of $171.6 million and $169.7 million, respectively. For the years ended December 31, 2022 and 2021, the Company incurred interest costs associated with outstanding construction loans totaling zero and $0.3 million, respectively, which were capitalized as part of property, plant and equipment. Outstanding amounts under the Construction to Term Loan Facility are secured by a first priority security interest in all of the property owned by APACF and each of its project companies, including all of the solar energy facility assets under construction a first priority security interest in all of the property owned by APACF and each of its project companies, including all of the solar energy facility assets under construction. The Construction Loan to Term Loan includes various financial and other covenants for APACF and the Company, as guarantor. As of December 31, 2022 and 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 December 31, 2022, the outstanding principal balance of the term loan is $12.6 million, less unamortized debt discount of $2.1 million. During the year ended December 31, 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 December 31, 2022, the Company was in compliance with all covenants. APAG Revolver On December 19, 2022, APA Generation, LLC (“ APAG ”), a wholly owned subsidiary of the Company, entered into revolving credit facility with Citibank, N.A. with a total committed capacity of $200 million (the " APAG Revolver "). Outstanding amounts under the APAG Revolver have a variable interest rate based on a base rate and an applicable margin. The APAG Revolver matures on December 19, 2027. As of December 31, 2022, there were no amounts outstanding under the APAG Revolver. Letter of Credit Facilities and Surety Bond Arrangements The Company enters into letters of credit and surety bond arrangements with lenders, local municipalities, government agencies, and land lessors. These arrangements relate to certain performance-related obligations and serve as security under the applicable agreements. The table below shows the total letters of credit outstanding and unused capacities under our letter of credit facilities as of December 31, 2022 and 2021 (in millions): As of December 31, 2022 As of December 31, 2021 Letters of Credit Outstanding Unused Capacity Letters of Credit Outstanding Unused Capacity Deutsche Bank $ 0.7 $ 11.8 $ 0.6 $ 11.9 Fifth Third Bank 12.1 — 10.0 — CIT Bank, N.A. 0.6 — — — KeyBank and The Huntington Bank — 15.6 — — Citibank, N.A. — 75.0 — — Total 13.4 102.4 10.6 11.9 Additionally, as of December 31, 2022, the Company had outstanding surety bonds of $2.0 million. To the extent liabilities are incurred as a result of the activities covered by the letters of credit or surety bonds, such liabilities are included on the accompanying consolidated balance sheets. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company’s borrowing facility capacity. Financing Obligations Recognized in Failed Sale Leaseback Transactions From time to time, the Company sells equipment to third parties and enters into master lease agreements to lease the equipment back for an agreed-upon term. The Company has assessed these arrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with ASC 842. Therefore, the Company accounts for these transactions using the financing method by recognizing the consideration received as a financing obligation, with the assets subject to the transaction remaining on the balance sheet of the Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as long-term debt within the consolidated balance sheets. As of December 31, 2022 and 2021, the Company's recorded financing obligations were $35.6 million, net of $1.1 million of deferred transaction costs, and $36.5 million, net of $1.1 million of deferred transactions costs, respectively. Payments of $2.2 million and $0.5 million were made under the financing obligation for the years ended December 31, 2022 and 2021, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the years ended December 31, 2022 and 2021, was $1.5 million and $0.4 million, respectively. The table below shows the payments required under the failed sale-leaseback financing obligations for the years ended: 2023 $ 2,336 2024 2,340 2025 2,353 2026 2,336 2027 2,322 Thereafter 12,671 Total $ 24,358 The difference between the outstanding financing obligation of $36.7 million and $24.4 million of contractual payments due, including the residual value guarantee, is due to $13.2 million of investment tax credits claimed by the Counterparty, less $2.6 million of the implied interest on financing obligation included in the contractual payments. The remaining difference is due to $1.6 million of interest accrued and a $0.1 million difference between the required contractual payments and the fair value of financing obligations acquired. Principal Maturities of Long-Term Debt As of December 31, 2022, the principal maturities of the Company’s long-term debt, excluding financing obligations from failed sale-leaseback transactions, were as follows: 2023 $ 27,623 2024 25,115 2025 25,246 2026 25,850 2027 96,597 Thereafter 440,899 Total principal payments $ 641,330 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt, the carrying amounts approximate fair value due to the short maturity of these instruments. The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. The following table provides the financial instruments measured at fair value on a recurring basis: December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 101,842 $ — $ — $ 101,842 Derivative assets: Interest rate swaps — 3,953 — 3,953 Total assets at fair value 101,842 3,953 — 105,795 Liabilities Alignment Shares liability — — 66,145 66,145 Other long-term liabilities: Contingent consideration liability — — 2,875 2,875 Total liabilities at fair value — — 69,020 69,020 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Redeemable warrant liability $ 25,861 $ 24,072 $ — 49,933 Alignment Shares liability — — 127,474 127,474 Other long-term liabilities: Contingent consideration liability — — 2,300 2,300 Total liabilities at fair value 25,861 24,072 129,774 179,707 Long-term debt The estimated fair value of the long-term debt, including current portion, as of December 31, 2022 and 2021 was $588.8 million and $562.1 million, respectively, using a discounted cash flow analysis of both outstanding principal and future interest payments until such time the Company has the ability to repay the loan. The long-term debt is considered a Level 2 financial liability under the fair value hierarchy. 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 were 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 were 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, were 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 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. As the inputs were observable and reflected 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 had the same redemption and make-whole provisions as the Redeemable Warrants. Therefore, the fair value of the Private Placement Warrants was 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. On May 31, 2022, June 15, 2022, and August 17, 2022, 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 consolidated statements of operations for the year ended December 31, 2022, and a redeemable warrant liability of $7.8 million, which was then reclassified to additional paid-in capital in the consolidated balance sheet as of December 31, 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 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 Warrants. 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. Immediately prior to the exercise and redemption, 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 $9.7 million in the consolidated statements of operations for the year ended December 31, 2022, and a redeemable warrant liability of $47.7 million, which was then reclassified to additional paid-in capital in the consolidated balance sheet as of December 31, 2022. The Redeemable Warrants have been delisted from the NYSE, and there are no Redeemable Warrants left outstanding subsequent to the Redemption Date. For the year ended Units $ Redeemable warrants, beginning balance 19,429,167 $ 49,933 Warrants exercised (14,698,782) (47,742) Exchange of warrants into common stock (4,630,163) (7,828) Forfeiture of fractional warrants (13) — Warrants redeemed (100,209) (10) Fair value remeasurement — 5,647 Redeemable warrants, ending balance — $ — Alignment Shares Liability As of December 31, 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 70% and risk-free interest rate of 3.99% 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 year ended For the year ended December 31, 2021 Shares $ Shares $ Beginning balance 1,408,750 $ 127,474 — $ — Alignment Shares assumed upon the Merger — $ — 1,408,750 $ 132,487 Alignment Shares converted (201,250) (15) — — Fair value remeasurement — (61,314) — (5,013) Ending balance 1,207,500 $ 66,145 1,408,750 $ 127,474 Interest Rate Swaps The Company’s derivative instruments consist of interest rate swaps that are not designated as cash flow hedges or fair value hedges under accounting guidance. The Company uses interest rate swaps to manage its net exposure to interest rate changes. These instruments are custom, over-the-counter contracts with various bank counterparties that are not traded on an active market but valued using readily observable market inputs and the overall fair value measurement is classified as Level 2. As of December 31, 2022 and 2021, the notional amounts were $141.6 million and $12.3 million respectively. The change in fair value of interest rate swaps resulted in a gain of $3.0 million, which was recorded as interest expense in the consolidated statements of operations for the year ended December 31, 2022. The change in fair value of interest rate swaps for the year ended December 31, 2021 was not material. Contingent Consideration Solar Acquisition In connection with the acquisition of a portfolio of sixteen solar energy facilities with a combined nameplate capacity of 61.5 MW on December 22, 2020 (the " Solar Acquisition "), contingent consideration of $3.1 million may be payable upon achieving certain market power rates and $7.4 million upon achieving certain power volumes generated by the acquired solar energy facilities. The Company estimated the fair value of the contingent consideration for future earnout payments using a Monte 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 associated with production volumes expired on June 30, 2022 and the Company remeasured its fair value to zero with $1.1 million gain on fair value remeasurement recognized in the consolidated statement of operations for the year ended December 31, 2022 . Liability for the contingent consideration associated with power rates is included in other long-term liabilities in the consolidated balance sheets at the estimated fair value of $2.9 million and $1.2 million as of December 31, 2022 and 2021 , respectively. For the year ended December 31, 2022 , the Company recorded a loss on fair value remeasurement of contingent consideration associated with power rates of $1.7 million within operating income in the consolidated statements of operations. For the year ended December 31, 2021, the Company recorded $0.3 million and $2.5 million gain on fair value remeasurement of contingent consideration associated with power rates and production volumes, respectively, in the consolidated statements of operations. 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 consolidated statements of operations for the year ended December 31, 2022 . No gain or loss on fair value remeasurement of contingent consideration was recorded for the year ended December 31, 2021. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity | Equity As of December 31, 2022, the Company had authorized and issued 988,591,250 and 158,904,401 of Class A common stock, respectively. As of December 31, 2021, authorized and outstanding common stock of 988,591,250 and 153,648,830 shares, 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 December 31, 2022 and 2021, no common stock dividends have been declared. As of December 31, 2022, and 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 10, "Fair Value Measurements," for further details. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred Stock GSO Preferred Stock As discussed in Note 3, "Reverse Recapitalization," immediately prior to the consummation of the Merger, the Company redeemed outstanding Series A preferred stock issued by Legacy Altus in full for cash. As Series A preferred stock does not represent the capital of the legal parent (the accounting acquiree) the Company retroactively restated redeemable preferred stock with the corresponding adjustment to additional paid-in capital on the consolidated balance sheets. During the year ended December 31, 2021, the Company recorded total Series A preferred stock dividends and commitment fees of $17.8 million and $0.3 million, respectively. During the year ended December 31, 2021, the Company paid $21.8 million of dividends, of which $4.0 million related to the dividends accrued as of December 31, 2020, and $0.4 million of commitment fees, of which $0.1 million were accrued as of December 31, 2020. respectively. As of December 31, 2021, all Series A preferred stock, including accrued dividends and commitment fees, were redeemed. Preferred stock of Altus Power Inc. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2022 2021 Redeemable noncontrolling interest, beginning balance $ 15,527 $ 18,311 Cash contributions 1,087 — Cash distributions (1,022) (1,087) Assumed noncontrolling interest through business combination 2,126 254 Redemption of redeemable noncontrolling interests (228) (1,630) Net income (loss) attributable to noncontrolling interest 643 (321) Redeemable noncontrolling interest, ending balance $ 18,133 $ 15,527 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has lease agreements for land and building rooftops on which our solar energy facilities operate, as well as a lease agreement for a corporate office. The leases expire on various terms through 2058. The Company adopted ASC 842 on January 1, 2022, using the optional transition method. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative period prior to adoption, the Company presents the disclosures which were previously required under ASC 840. The adoption of ASC 842 resulted in the recognition of operating lease assets of $76.9 million and operating lease liabilities of $77.2 million as of January 1, 2022. The Company elected the package of practical expedients for leases existing prior to the adoption date. The Company did not reassess whether existing contracts are or contain leases, leases retained their historical lease classification and initial direct costs were not reassessed for capitalization under the new standard. Operating lease assets and liabilities were recognized based on the present value of minimum rental payments under ASC 840 over the remaining lease term as of the adoption date. At the inception of a contractual arrangement, the Company determines whether it contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding right-of-use asset upon lease commencement. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessee. Operating lease assets and liabilities are recognized based on the present value of lease payments over the lease term using an appropriate discount rate. Right-of-use assets include any lease payments made at or before lease commencement and any initial direct costs incurred and exclude any lease incentives received. Right-of-use assets also include an adjustment to reflect favorable or unfavorable terms of the lease when compared to market terms, when applicable. Certain leases include variable lease payments associated with production of the solar facility or other variable payments such as real estate taxes and common area maintenance. As the Company has elected not to separate lease and non-lease components for all classes of underlying assets, all variable costs associated with leases are expensed in the period incurred and presented and disclosed as variable lease expense. The Company’s lease agreements do not contain any residual value guarantees or restrictive financial covenants. The Company does not have any leases that have not yet commenced that create significant rights and obligations for the lessee. The discount rate used is the rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. At the lease commencement date, the Company’s incremental borrowing rate is used as the discount rate. Discount rates are reassessed when there is a new lease or a modification to an existing lease. The Company records operating lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. The following table presents the components of operating lease cost for the year ended December 31, 2022: For the year ended December 31, 2022 Operating lease expense $ 6,798 Variable lease expense $ 1,185 Total lease expense $ 7,983 The following table presents supplemental information related to our operating leases: For the year ended December 31, 2022 Operating cash flows from operating leases $ 6,501 Operating lease assets obtained in exchange for new operating lease liabilities $ 21,123 Weighted-average remaining lease term, years 19.7 years Weighted average discount rate 4.78% Maturities of operating lease liabilities as of December 31, 2022, are as follows: 2023 $ 8,042 2024 8,134 2025 8,115 2026 8,187 2027 8,322 Thereafter 116,328 Total $ 157,128 Less: Present value discount (58,970) Lease liability $ 98,158 Minimum future rental payments previously disclosed under ASC 840 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, were as follows: 2022 $ 6,035 2023 6,486 2024 6,578 2025 6,564 2026 6,620 Thereafter 85,494 Total lease payments $ 117,777 For the year ended December 31, 2021, the Company recorded site lease expenses under its lease agreements totaling $4.4 million, which is recorded in cost of operations (exclusive of depreciation and amortization) in the consolidated statements of operations. As of December 31, 2021, $2.1 million has been recorded as other long-term liabilities on the consolidated balance sheet relating to the difference between actual lease payments and straight-line lease expense. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 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 and customers. The outcomes of these matters are not expected to have, either individually or in the aggregate, a material adverse effect on the Company’s financial position or results of operations. Performance Guarantee Obligations The Company guarantees certain specified minimum solar energy production output under the Company’s PPA agreements, generally over a term of 10, 15 or 25 years. The solar energy systems are monitored to ensure these outputs are achieved. The Company evaluates if any amounts are due to customers based upon not meeting the guaranteed solar energy production outputs at each reporting period end. As of December 31, 2022 and 2021, the guaranteed minimum solar energy production has been met and the Company has recorded no performance guarantee obligations. Purchase Commitments |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions There was $0.1 million due to related parties, as discussed below, and no amounts due from related parties as of December 31, 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. During the years ended December 31, 2022 and 2021 the total related party interest expense on the Rated Term Loan was $17.6 million and $14.9 million, respectively, and is recorded as interest expense in the accompanying consolidated statements of operations. As of December 31, 2022 and 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 consolidated balance sheets. Commercial Collaboration Agreement with CBRE In connection with the Merger, the Company and CBRE entered into a commercial collaboration agreement (the “Commercial Collaboration Agreement”) effective upon the Merger, pursuant to which, among other things, CBRE will invite the Company to join CBRE’s strategic supplier program and CBRE will promote the Company as its preferred clean energy renewable provider/partner, CBRE and the Company will create a business opportunity referral program with CBRE’s brokers, CBRE will reasonably collaborate with the Company to develop and bring to market new products and/or bundles for Company’s customers, the Company will consider in good faith inviting CBRE to become a solar tax equity partner for the Company, on a non-exclusive basis, on market terms to be mutually agreed and CBRE will provide, at no cost to the Company, reasonable access to data-driven research and insights prepared by CBRE (subject to certain exceptions). The Commercial Collaboration Agreement continues for a period of seven years, with automatic one-year renewal period, unless earlier terminated by either party in accordance with the terms set forth therein. On December 9, 2022, the Company amended the Commercial Collaboration Agreement to update the business arrangement and associated fee approach, which provides that CBRE employees, including brokers, non-brokers and other employees who partnered with the Company to bring clean electrification solutions to CBRE’s client base, who met certain minimum criteria (“Qualified Referral”) and who documented such Qualified Referral via an executed Development Agreement, would receive a development fee of between $0.015/watt to $0.030/watt depending on the business segment and teams of such CBRE employees. For the year ended December 31, 2022, the Company incurred and paid $0.3 million associated with the development of specific solar energy facilities and recorded them as part of property, plant, and equipment on the consolidated balance sheet as of December 31, 2022. Master Services Agreement with CBRE On June 13, 2022, the Company, through its wholly-owned subsidiary, entered into a Master Services Agreement ("MSA") with CBRE under which CBRE assists the Company in developing solar energy facilities. For the year ended December 31, 2022, the Company incurred $0.1 million for development services provided under the MSA which were accrued for as of December 31, 2022. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The calculation of basic and diluted earnings per share for the years ended December 31, 2022 and 2021 was as follows (in thousands, except share and per share amounts): For the year ended December 31, 2022 2021 Net income attributable to Altus Power, Inc. $ 55,437 $ 5,906 Income attributable to participating securities (1) (433) (90) Net income attributable to common stockholders - basic and diluted 55,004 5,816 Class A Common Stock Weighted average shares of common stock outstanding - basic (2) 154,648,788 92,751,839 Dilutive RSUs 536,284 2,596,702 Dilutive restricted stock 523,921 1,254,887 Weighted average shares of common stock outstanding - diluted 155,708,993 96,603,428 Net income attributable to common stockholders per share - basic $ 0.36 $ 0.06 Net income attributable to common stockholders per share - diluted $ 0.35 $ 0.06 (1) Represents the income attributable to 1,207,500 and 1,408,750 Alignment Shares outstanding as of December 31, 2022 and 2021, respectively. (2) For the years ended December 31, 2022 and 2021, the calculation of basic weighted average shares of common stock outstanding excludes 542,511 and 1,259,887 shares, respectively, of the Company's Class A common stock provided to holders of Legacy Altus common stock, including shares that were subject to vesting conditions. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations AROs consist primarily of costs to remove solar energy system assets at the end of their useful lives and costs to restore the solar energy system sites to the original condition, which are estimated based on current market rates. The following table presents the changes in AROs as recorded in other long-term liabilities in the consolidated balance sheets: For the year ended December 31, 2022 2021 Balance at beginning of year $ 7,628 $ 4,446 Additional obligations incurred 1,681 3,024 Accretion expense 266 174 Liabilities settled or disposed in the current year — (16) Balance at end of year $ 9,575 $ 7,628 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company recognized $9.4 million and $0.1 million of stock-based compensation expense for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had $33.2 million and $0.2 million, respectively, of unrecognized stock-based compensation expense related to unvested restricted units, which the Company expects to recognize over a weighted-average remaining period of approximately 3 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 December 31, 2022 and 2021, zero and 244,328 shares of Class A Common Stock were restricted under the APAM Plan, respectively. As of December 31, 2022 and 2021, 542,511 and 840,000 shares of Class A Common Stock were restricted under the Holdings Plan, respectively. No further awards will be made under the Legacy Incentive Plans. The fair value of the granted units was determined using the Black-Scholes Option Pricing model and relied on assumptions and inputs provided by the Company. All option models utilize the same assumptions with regard to (i) current valuation, (ii) volatility, (iii) risk-free interest rate, and (iv) time to maturity. The models, however, use different assumptions with regard to the strike price which vary by award. Omnibus Incentive Plan On July 12, 2021, the Company entered into the Management Equity Incentive Letter with each of Mr. Felton and Mr. Norell pursuant to which, on February 5, 2022, the Compensation Committee granted to Mr. Felton and Mr. Norell, together with other senior executives, including Anthony Savino, Chief Construction Officer, and Dustin Weber, Chief Financial Officer, restricted stock units (“ RSUs ”) under the Omnibus Incentive Plan (the " Incentive Plan ") that are subject to time-based and, for the named executive officers and certain other executives, eighty percent (80%) of such RSUs also further subject to performance-based vesting, with respect to an aggregate five percent (5%) of the Company’s Class A common stock on a fully diluted basis, excluding the then-outstanding shares of the Company’s Class B common stock or any shares of the Company’s Class A common stock into which such shares of the Company’s Class B common stock are or may be convertible. Subject to continued employment on each applicable vesting date, the time-based RSUs generally vest 33 1/3% on each of the third, fourth and fifth anniversaries of the Closing, and the performance-based RSUs vest with respect to 33 1/3% of the award upon the achievement of the above time-based requirement and the achievement of a hurdle representing a 25% annual compound annual growth rate measured based on an initial value of $10.00 per share (i.e., on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $19.53, $24.41, $30.51, respectively). As of December 31, 2022, there were 23,047,325 shares of the Company's Class A common stock authorized for issuance under the Incentive Plan, respectively. The number of shares authorized for issuance under the Incentive Plan will increase on January 1 of each year from 2023 to 2031 by the lesser of (i) 5% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. The number of shares authorized for issuance under the Incentive Plan increased by 5% of outstanding shares as described in the foregoing on January 1, 2022. For the year ended December 31, 2022, the Company recognized $9.4 million of stock compensation expense in relation to the incentive plan and the following table summarizes the RSU activity: Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Per Share Balances as of December 31, 2021 — — RSUs granted 8,105,539 5.27 RSUs forfeited (65,650) 7.40 Balances as of December 31, 2022 8,039,889 5.25 Fair value of performance-based RSUs was estimated using the Monte Carlo model utilizing a distribution of potential outcomes based on expected volatility of 70% and risk-free interest rate of 1.94%. 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 December 31, 2022, there were 3,072,976 shares of the Company's Class A common stock authorized for issuance under the ESPP, respectively. The number of shares authorized for issuance under the ESPP will increase on January 1 of each year from 2023 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. For the year ended December 31, 2022, 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. The number of shares authorized for issuance under the ESPP increased by 1% of outstanding shares as described in the foregoing on January 1, 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIncome tax expense is composed of the following: For the year ended December 31, 2022 2021 Current: Federal $ — $ — State (2) 76 Total current expense (2) 76 Deferred: Federal 1,051 (1,518) State 27 1,737 Total deferred expense $ 1,078 $ 219 Income tax expense $ 1,076 $ 295 The following table presents a reconciliation of the income tax benefit computed at the U.S. federal statutory rate and the Company’s income tax expense (benefit): For the year ended December 31, 2022 2021 Income tax benefit – computed as 21% of pretax loss $ 11,181 $ 2,793 Effect of noncontrolling interests and redeemable noncontrolling interests 691 (1,491) State tax, net of federal benefit (138) 1,138 State valuation allowance 158 294 Transaction costs related to the Merger (12) (1,713) Transaction costs related to the Merger (return to provision) (678) — Effect of tax credits (75) (28) Stock Based Compensation 1,614 — Change in fair value of redeemable warrant and Alignment Shares liability (11,690) (563) Other 25 (135) Income tax expense $ 1,076 $ 295 Effective income tax rate 2.0% 2.2% Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2022 and 2021, the Company’s deferred tax assets and liabilities are comprised of the following: As of December 31, 2022 2021 Deferred tax assets: Net operating losses $ 65,128 $ 42,814 Intangible liabilities 594 807 Deferred financing costs 3,029 271 Tax credits 690 615 Operating lease liability 17,830 528 Asset retirement obligation 2,490 2,018 Stock-based compensation 609 73 Sec. 163(j) interest limitation 16,749 11,776 Total deferred tax assets $ 107,119 $ 58,902 Valuation allowance (795) (633) Net deferred tax assets $ 106,324 $ 58,269 Deferred tax liabilities: Property, plant and equipment $ (58,040) $ (34,918) Intangible assets (692) (784) Operating lease asset (16,868) — Derivative asset (876) — Investments in partnerships (40,859) (32,170) Total deferred tax liabilities (117,335) (67,872) Net deferred tax liability $ (11,011) $ (9,603) As of December 31, 2022 and 2021, the Company had US federal net operating loss carryforwards of $262.4 million and $177.4 million, respectively, available to offset future federal taxable income which will begin to expire in 2034. The Company has federal net operating loss carryforwards of $225.3 million, which can be carried forward indefinitely. As of December 31, 2022 and 2021, the Company had $48.4 million of US federal net operating loss subject to limitation under Internal Revenue Code Section 382. As of December 31, 2022 and 2021, the Company had state net operating loss $155.4 million and $87.7 million, respectively, which will begin to expire in 2023, if not utilized. The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. The Company evaluates and weighs all available positive and negative evidence such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. As of December 31, 2022 and 2021, the Company has recorded a valuation allowance of $0.8 million and $0.6 million, respectively, for its deferred tax assets associated with state net operating losses that are more likely than not to expire. As of December 31, 2022 and 2021, the Company had, under IRC Sec. 163(j), a gross interest expense limitation carryforward of $66.1 million and $45.4 million, respectively with an indefinite carryforward period. The Company applies the applicable authoritative guidance which prescribes a comprehensive model for a manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. As of December 31, 2022, the Company has no uncertain tax positions. No amounts of interest and penalties were recognized in the Company’s financial statements and the Company’s policy is to present interest and penalties as a component of income tax expense. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “ CARES Act ”) was enacted and signed into law in the United States. The CARES Act includes measures to assist companies, including temporary changes to income and non-income-based tax laws. The Company did not receive a stimulus payment related to the CARES Act and the new law did not have a significant impact on the Company’s consolidated financial statements. The Inflation Reduction Act ( the “IRA Act" ) was passed into law on August 16, 2022. The key provisions from the IRA include the implementation of a 15% alternative book income minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives. The Company evaluated the key provisions under the IRA and concluded that the provisions are not applicable for year ended December 31, 2022 and will continue to monitor their impact on future periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from December 31, 2022 through March 30, 2023, which is the date the audited consolidated financial statements were available to be issued. Other than the subsequent events disclosed below, there are no subsequent events requiring recording or disclosure in the consolidated financial statements. True Green II Acquisition On February 15, 2023, the Company, through its wholly-owned subsidiary, APA Finance III, LLC (" APAF III "), closed its previously announced purchase of approximately 220 MW of solar assets (the “ True Green II Acquisition ”) of True Green Capital Fund III, L.P. (“ True Green ”) through acquisitions of the membership interests of APAF III Operating, LLC. The base purchase price is approximately $293.0 million, subject to customary working capital adjustments. The base purchase price and associated costs and expenses was funded by $193.0 million from the APAF III Term Loan (as defined below) and the remainder with cash. The Company also held back an aggregate $10.9 million as security for indemnification claims which are expected to be paid within nine months after closing, contingent upon completion of development assets. APAF III Term Loan On February 15, 2023, the Company, through its subsidiaries, APA Finance III Borrower, LLC (the “ Borrower ”), and APA Finance III Borrower Holdings, LLC (“ Holdings ”) entered into a new long-term funding facility under the terms of a Credit Agreement, among the Borrower, Holdings, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “ APAF III Term Loan ”). This funding facility provides for a term loan of $204.0 million at a fixed rate of 5.62%. The term loan has an anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the Borrower has the right to increase the funding facility to make additional draws for certain acquisitions of solar assets that otherwise satisfy the criteria for Permitted Acquisitions, as set forth in the Credit Agreement. On February 15, 2023, the Company borrowed $193.0 million from this facility to fund the True Green II Acquisition and the associated costs and expenses, and expects to borrow the remaining $10.6 million upon the completion of certain development assets of the True Green II Acquisition when they are placed in service. Forward Starting Interest Rate Swap On January 31, 2023, the Company, through its wholly-owned subsidiary, APAG, entered into a forward starting interest rate swap with a notional amount of $250.0 million (the "Forward Starting Swap"), which was designated as a cash flow hedge. The Forward Starting Swap hedges borrowings of the Company at a fixed rate of 3.00% relative to 10-year SOFR and has a termination date of January 31, 2035. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and pursuant to the regulations of the U.S Securities and Exchange Commission (" SEC "). The Company’s consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all intercompany balances and transactions eliminated in consolidation. |
Reclassification | ReclassificationsCertain prior year amounts have been reclassified for consistency with the current year financial statement presentation. Such reclassifications have no impact on previously reported net income, stockholders' equity, or cash flows. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 considerations, Class B common stock, par value $0.0001 per share (" Alignment Shares "), and derivative instruments. |
Variable Interest Entities | Variable Interest Entities The Company consolidates all variable interest entities (" VIEs |
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. 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 include 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 consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements. |
Accounts Receivable | Accounts ReceivableManagement considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. U.S. GAAP requires that the allowance method be used to recognize bad debts. |
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. |
Fair Value Measurements | 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. Refer to Note 10, "Fair Value Measurements" for further information on assets and liabilities measured at fair value. |
Interest Rate Swap Agreements | Interest Rate Swap Agreements The Company is exposed to interest rate risk on its floating-rate debt. The Company periodically enters into interest rate swap agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company does not designate interest rate swap agreements as hedging instruments for accounting purposes. Therefore, changes in the fair value of interest rate swap agreements are reported in the consolidated statement of operations as part of interest expense. |
Property, Plant and Equipment | Property, Plant and Equipment The Company reports property, plant and equipment at cost, less accumulated depreciation. Costs include all costs incurred during the construction and development of the solar energy facilities, including land, development costs and site work. Repairs and maintenance are expensed as incurred. The Company begins depreciating the property, plant and equipment when the assets are placed in service. Depreciation expense is computed using the straight- line composite method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. |
Business Combinations and Acquisitions of Assets | Business Combinations and Acquisitions of Assets The Company applies the definition of a business in ASC 805, Business Combinations , to determine whether it is acquiring a business or a group of assets. When the Company acquires a business, the purchase price is allocated to (i) the acquired tangible assets and liabilities assumed, primarily consisting of solar energy facilities and land, (ii) the identified intangible assets and liabilities, primarily consisting of favorable and unfavorable rate power purchase agreements (" PPAs ") and renewable energy credit (" REC ") agreements, (iii) asset retirement obligations (iv) non-controlling interests, and (v) other working capital items based in each case on their estimated fair values. The excess of the purchase price, if any, over the estimated fair value of net assets acquired is recorded as goodwill. The fair value measurements of the assets acquired and liabilities assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation. In addition, acquisition costs related to business combinations are expensed as incurred. When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired. |
Intangible Assets, Intangible Liabilities and Amortization | Intangible Assets, Intangible Liabilities and Amortization Intangible assets and intangible liabilities include favorable and unfavorable rate PPAs, net metering credit agreements (“ NMCAs ”), and REC agreements as well as value ascribed to in-place leases and fees paid to third parties for acquiring customers. PPAs, NMCAs and REC agreements obtained through acquisitions, which are recorded at the estimated fair value as of the acquisition date and the difference between the contract price and current market price is recorded as an intangible asset or liability. Amortization of intangible assets and liabilities is recorded within depreciation, amortization and accretion in the consolidated statements of operations. Values ascribed to in-place leases are amortized using the straight-line method ratably over 15-30 years based upon the term of the individual site leases. Third party costs necessary to acquire PPAs and NMCA customers are amortized using the straight-line method ratably over 15-25 years based upon the term of the customer contract. Estimated fair value allocated to the favorable and unfavorable rate PPAs and REC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets acquired and liabilities assumed impact the amount and timing of future amortization. See Note 6, "Intangible Assets and Intangible Liabilities." |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current-period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. |
Leases | Leases The Company has lease agreements for land and building rooftops on which our solar energy facilities operate, as well as a lease agreement for a corporate office. The leases are noncancelable and expire on various terms through 2058. At the inception of a contractual arrangement, the Company determines whether it contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding right-of-use asset upon lease commencement. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessee. Operating lease assets and liabilities are recognized based on the present value of minimum lease payments over the lease term using an appropriate discount rate. Right-of-use assets include any lease payments made at or before lease commencement and any initial direct costs incurred and exclude any lease incentives received. Right-of-use assets also include an adjustment to reflect favorable or unfavorable terms of the lease when compared to market terms, when applicable. Certain leases include variable lease payments associated with production of the solar facility or other variable payments such as real estate taxes and common area maintenance. As the Company has elected not to separate lease and non-lease components for all classes of underlying assets, all variable costs associated with leases are expensed in the period incurred and presented and disclosed as variable lease expense. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive financial covenants. The Company does not have any leases that have not yet commenced that create significant rights and obligations for the lessee. A lessee is required to use the rate implicit in the lease when the assumptions are readily determinable. When the assumptions are not readily determinable, it is required to use its incremental borrowing rate. As the assumptions to determine the rate implicit in the lease are not readily determinable for any of the Company's leases, the incremental borrowing rate is used. The discount rate used is the rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. At the lease commencement date, the Company’s incremental borrowing rate is used as the discount rate. Discount rates are reassessed when there is a new lease or a modification to an existing lease. The Company records operating lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. The Company does not have any material short-term leases and, and such, has not presented or disclosed any amounts related to short-term leases in its financial statements. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are capitalized and amortized to interest expense, net over the term of the related debt using the effective interest method for term loans or the straight-line method for revolving credit facilities. The unamortized balance of deferred financing costs is recorded in current portion of long- term debt and long-term debt, net of current (see Note 9, "Debt") for term loans or in other current assets and other assets for revolving credit facilities and debt and equity transactions not yet completed, in the consolidated balance sheets. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations are retirement obligations associated with long-lived assets for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. The Company recognizes the fair value of a liability for an ARO in the period in which it is incurred and when a reasonable estimate of fair value can be made. |
Revenue Recognition | Revenue Recognition The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy credits (“ SRECs ”), and performance based incentives. Power sales under PPAs A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to terms of PPAs. PPAs that do not qualify as leases under ASC 842, Leases , or derivatives under ASC 815, Derivatives and Hedging , are accounted for under ASC 606, Revenue from Contracts with Customers . A portion of PPAs that qualify as derivatives is not material. The Company’s PPAs typically have fixed or floating rates and are generally invoiced on a monthly basis and as of December 31, 2022 have a weighted-average remaining life of 12 years. The Company typically sells energy and related environmental attributes (e.g., SRECs) separately to different customers and considers the delivery of power energy under PPAs to represent a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. There was no change in the Company’s revenue recognition policy for PPAs as a result of adopting ASC 606. For certain of the Company’s rooftop solar energy facilities revenue is recognized net of immaterial pass-through lease charges collected on behalf of building owners. Power sales under NMCAs A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs which have a weighted-average remaining life of 17 years as of December 31, 2022. Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in time when the utility assigns the generated credits to the Company, who directs the utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. The Company’s customers apply net metering credits as a reduction to their utility bills. There was no change in the revenue recognition policy for net metering credits as a result of adopting ASC 606. Solar renewable energy credit revenue The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including: New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs, and therefore, they do not receive an allocation of costs upon generation. Generally, individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The contracts related to SREC sales with a fixed price and quantity have maturity dates ranging from 2023 to 2031. The Company typically sells SRECs to different customers from those purchasing the energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer. Power sales on wholesale markets Sales of power on wholesale electricity market are recognized in revenue upon delivery. Rental income A portion of the Company’s energy revenue is derived from long-term PPAs accounted for as operating leases under ASC 842. Rental income under these lease agreements is recorded as revenue when the electricity is delivered to the customer. Performance based incentives Many state governments, utilities, municipal utilities and co-operative utilities offer a rebate or other cash incentive for the installation and operation of a renewable energy facility. Up-front rebates provide funds based on the cost, size or expected production of a renewable energy facility. Performance based incentives provide cash payments to a system owner based on the energy generated by their renewable energy facility during a pre-determined period, and they are paid over that time period. The Company recognizes revenue from state and utility incentives at the point in time in which they are earned. Cost of Operations (Exclusive of Depreciation and Amortization) Cost of operations primarily consists of operations and maintenance expense, site lease expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred. |
Share-based Compensation | Stock-based Compensation Stock-based compensation expense for equity instruments issued to employees is measured based on the grant-date fair value of the awards. The fair value of each time-based restricted stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each restricted stock unit with market conditions is estimated using the Monte Carlo model utilizing a distribution of potential outcomes based on expected volatility and risk-free interest rate. The Company recognizes |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In evaluating if a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations, refer to Note 20, "Income Taxes," for further details. The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company to report information regarding its exposure to various tax positions taken by the Company. The Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. The uncertain tax position to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement, which could result in the Company recording a tax liability that would reduce net assets. The Company reviews and evaluates tax positions and determines whether or not there are uncertain tax positions that require financial statement recognition. Generally, tax authorities can examine all tax returns filed for the last three years. Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. As a result, no income tax liability or expense related to uncertain tax positions have been recorded in the accompanying consolidated financial statements. The Company’s income tax expense, deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. |
Basic and Diluted Net Income Per Share | Basic and Diluted Net Income Per Share Basic net income per share attributable to common stockholder is calculated by dividing the net income attributable to the common stockholder by the weighted- average number of shares of common stock outstanding for the period. |
Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries | Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries Noncontrolling interests and redeemable noncontrolling interests represent third parties’ equity interests in the net assets of certain consolidated Solar Facility Subsidiaries. Third party equity interests are primarily represented by tax equity partnerships which were created to finance the costs of solar energy facilities under long-term operating agreements. The tax equity interests are generally entitled to receive substantially all the accelerated depreciation tax deductions and investment tax credits arising from Solar Facility Subsidiaries pursuant to their contractual shareholder agreements, together with a portion of these ventures’ distributable cash. The tax equity interests’ claim to tax attributes and distributable cash from Solar Facility Subsidiaries decreases to a small residual interest after a predefined ‘flip point’ occurs, typically the expiration of a time period or upon the tax equity investor’s achievement of a target yield. Because the tax equity interests’ participation in tax attributes and distributable cash from each Solar Facility Subsidiary is not consistent over time with their initial capital contributions or percentage interest, the Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. In order to reflect the substantive profit-sharing arrangements, the Company has determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the Hypothetical Liquidation at Book Value (“ HLBV ”) method. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective operating partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third parties’ noncontrolling interest in the results of operations of these subsidiaries is determined as the difference in the noncontrolling interests’ and redeemable noncontrolling interests’ claims under the HLBV method at the start and end of each reporting period, after considering any capital transactions, such as contributions or distributions, between the subsidiaries and third parties. The application of HLBV generally results in the attribution of pre-tax losses to tax equity interests in connection with their receipt of accelerated tax benefits from the Solar Facility Subsidiaries, as the third-party investors’ receipt of these benefits typically reduces their claim on the partnerships’ net assets. Attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests under the HLBV method requires the use of significant assumptions and estimates to calculate the amounts that third parties would receive upon a hypothetical liquidation. Changes in these assumptions and estimates can have a significant impact on the amount that third parties would receive upon a hypothetical liquidation. The use of the HLBV methodology to allocate income to the noncontrolling and redeemable noncontrolling interest holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to noncontrolling interests and redeemable noncontrolling interests from quarter to quarter. |
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 February 2016, the Financial Accounting Standard Board (" FASB ") issued Accounting Standards Update (" ASU ") No. 2016-02, Leases (Topic 842) (" ASC 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 adopted ASC 842 as of January 1, 2022, which primarily resulted in the recognition of an operating lease asset of $76.9 million and lease liabilities of $77.2 million on the consolidated balance sheets. See Note 14, "Leases," for additional details. Recent Accounting Pronouncements Not Yet Adopted 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 adoption of this ASU is not expected to have a material impact on the Company's financial position or results of operations. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following: As of December 31, 2022 2021 Cash and cash equivalents $ 193,016 $ 325,983 Current portion of restricted cash 2,404 2,544 Restricted cash, noncurrent portion 3,978 1,794 Total $ 199,398 $ 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 consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following: As of December 31, 2022 2021 Cash and cash equivalents $ 193,016 $ 325,983 Current portion of restricted cash 2,404 2,544 Restricted cash, noncurrent portion 3,978 1,794 Total $ 199,398 $ 330,321 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2022 (amounts in thousands): Recapitalization Cash - CBAH's trust and cash (net of redemptions) $ 212,458 Cash - PIPE 425,000 Non-cash net liabilities assumed from CBAH (186) CBAH's deferred tax assets as of the Merger 159 Less: Fair value of assumed redeemable warrants 47,601 Less: Fair value of assumed Alignment Shares 132,487 Less: transaction costs and advisory fees 55,620 Net the Merger $ 401,723 Less: non-cash net liabilities assumed from CBAH (186) Less: CBAH's deferred tax assets as of the Merger 159 Add: non-cash fair value of assumed redeemable warrants 47,601 Add: non-cash fair value of assumed Alignment Shares 132,487 Add: accrued transaction costs and advisor fees 178 Net contributions from the Merger and PIPE financing $ 582,016 The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows: Shares Common stock, outstanding prior to the Merger 40,250,000 Less: redemption of CBAH's shares (19,101,146) Common stock of CBAH 21,148,854 Shares issued in PIPE financing 42,500,000 The Merger and PIPE Financing shares - Class A common stock 63,648,854 Legacy Altus shares - Class A common stock (1) 89,999,976 Total shares of common stock immediately after the Merger and PIPE financing 153,648,830 (1) The number of Legacy Altus shares was determined from the 1,029 shares of Legacy Altus common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio of 87,464. All fractional shares were rounded down. |
Revenue and Accounts Receivab_2
Revenue and Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the detail of revenues as recorded in the consolidated statements of operations: For the Year Ended 2022 2021 Power sales under PPAs $ 24,906 $ 15,731 Power sales under NMCAs 27,162 23,029 Power sales on wholesale markets 4,146 975 Total revenue from power sales 56,214 39,735 Solar renewable energy credit revenue 40,502 28,271 Rental income 3,038 2,114 Performance based incentives 1,409 1,680 Total $ 101,163 $ 71,800 |
Schedule of Accounts Receivable | The following table presents the detail of receivables as recorded in accounts receivable in the consolidated balance sheets: As of December 31, 2022 2021 2020 Power sales under PPAs $ 4,092 $ 1,678 $ 1,388 Power sales under NMCAs 3,183 3,322 3,016 Power sales on wholesale markets 223 75 68 Total power sales 7,498 5,075 4,472 Solar renewable energy credits 5,387 3,789 1,108 Rental income 429 350 37 Performance based incentives 129 4 135 Total $ 13,443 $ 9,218 $ 5,752 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of December 31, 2022 and 2021, property, plant and equipment consisted of the following: Estimated Useful As of December 31, 2022 2021 Land — $ 6,173 $ 6,985 Solar energy facilities 25 - 32 979,358 757,714 Battery energy storage system 20 3,873 3,873 Site work 15 5,801 5,801 Leasehold improvements 15 - 30 7,113 5,637 Vehicles and other equipment 3 - 5 609 — Construction in progress — 88,717 21,195 Property, plant and equipment 1,091,644 801,205 Less: Accumulated depreciation (86,497) (55,494) Property, plant and equipment, net $ 1,005,147 $ 745,711 |
Intangible Assets and Intangi_2
Intangible Assets and Intangible Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2022 and 2021, intangible assets consisted of the following: Weighted Average Amortization Period As of December 31, 2022 2021 Cost: Customer acquisition costs 16 years $ 6,008 $ 6,008 In-place lease contracts 21 years 819 1,657 Favorable rate revenue contracts 9 years 43,604 11,222 Favorable operation and maintenance contracts 4 years 135 135 Software in development N/A 1,237 — Other 5 years 55 35 Total intangible assets 51,858 19,057 Accumulated amortization: Customer acquisition costs (1,384) (1,015) In-place lease contracts (201) (209) Favorable rate revenue contracts (2,602) (1,120) Favorable operation and maintenance contracts (44) (11) Total accumulated amortization (4,231) (2,355) Total intangible assets, net $ 47,627 $ 16,702 |
Schedule of Intangible Liabilities | As of December 31, 2022 and 2021, intangible liabilities consisted of the following: Weighted Average Amortization Period As of December 31, 2022 2021 Cost: Unfavorable rate revenue contracts 5 years $ 19,215 $ 16,988 Accumulated amortization: Unfavorable rate revenue contracts (6,804) (3,230) Total intangible liabilities, net $ 12,411 $ 13,758 |
Schedule of Annual Amortization of Intangibles | Over the next five years, excluding any amortization expense related to software currently in development, the Company expects to recognize annual amortization on its intangibles as follows: (In thousands) 2023 2024 2025 2026 2027 Favorable rate revenue contracts $ 4,757 $ 4,642 $ 4,584 $ 4,584 $ 4,584 In-place lease contracts 369 369 353 353 353 Customer acquisition costs 40 40 40 40 40 Favorable operation and maintenance contracts 33 8 8 8 8 Unfavorable rate revenue contracts (2,482) (1,187) (1,018) (913) (913) Total net amortization expense $ 2,717 $ 3,872 $ 3,967 $ 4,072 $ 4,072 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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 Unfavorable rate revenue contracts (464) 15 years Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA $ 29,479 8 years Unfavorable rate revenue contracts – PPA (771) 12 years Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA $ 4,500 20 years Favorable rate revenue contracts – SREC 450 7 years Favorable O&M contracts 135 4 years In-place lease contract 650 13 years Unfavorable rate revenue contracts – PPA (6,635) 12 years Unfavorable rate revenue contracts – SREC (3,470) 2 years |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on November 11, 2022 (in thousands): Assets Accounts receivable $ 2,001 Derivative assets 2,462 Other assets 432 Property, plant and equipment 179,500 Operating lease asset 17,831 Intangible assets 29,479 Total assets acquired 231,705 Liabilities Accounts payable 275 Accrued liabilities 746 Long-term debt 105,346 Intangible liabilities 771 Operating lease liability 20,961 Contract liability (1) 7,200 Asset retirement obligation 1,508 Total liabilities assumed 136,807 Non-controlling interests 184 Total fair value of consideration transferred, net of cash acquired $ 94,714 Provisional accounting as of August 25, 2021 Measurement period adjustments Final amounts as of August 25, 2021 Assets Accounts receivable $ 3,420 $ 32 $ 3,452 Other assets 510 — 510 Property, plant and equipment 201,150 310 201,460 Intangible assets 5,225 510 5,735 Total assets acquired 210,305 852 211,157 Liabilities Accounts payable 23 (23) — Long-term debt 1,795 — 1,795 Intangible liabilities 10,115 (10) 10,105 Asset retirement obligation 1,998 — 1,998 Other liabilities 935 55 990 Total liabilities assumed 14,866 22 14,888 Non-controlling interests (1) 4,315 — 4,315 Goodwill 1,965 (1,365) 600 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 |
Schedule of Business Acquisitions, by Acquisition | The fair value of consideration transferred, net of cash acquired, as of November 11, 2022, is determined as follows: Cash consideration to the seller on closing $ 82,235 Fair value of purchase price payable (2) 19,017 Working capital adjustment (469) Total fair value of consideration transferred 100,783 Cash acquired 1,220 Restricted cash acquired 4,849 Total fair value of consideration transferred, net of cash acquired $ 94,714 (1) Acquired contract liabilities related to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through December 31, 2028. (2) Purchase price outstanding as of December 31, 2022 is payable in three installments in two, twelve and eighteen months following the acquisition date, subject to the accuracy of general representations and warranty provisions included in MIPAs. The fair value of consideration transferred, net of cash acquired, as of August 25, 2021, is determined as follows: Cash consideration to the seller on closing $ 136,689 $ — $ 136,689 Cash consideration paid to settle debt and interest rate swaps on behalf of the seller 51,523 — 51,523 Cash in escrow accounts 2,738 (112) 2,626 Purchase price payable (2) 6,486 (423) 6,063 Total fair value of consideration transferred 197,436 (535) 196,901 Cash acquired 229 — 229 Restricted cash acquired 4,118 — 4,118 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 (1) T he fair value of the non-controlling interests was determined using an income approach representing the best indicator of fair value and was supporte d by a discounted cash flow technique. |
Schedule of Business Acquisition, Pro Forma Information | The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2022 For the year ended December 31, 2021 Operating revenues $ 125,160 $ 100,171 Net income 72,187 26,473 For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 88,431 $ 68,702 Net income 20,020 3,174 For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 73,088 $ 46,268 Net income (loss) 13,199 (1,704) |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets are as follows: As of December 31, 2022 2021 Current assets $ 16,434 $ 13,131 Non-current assets 445,583 372,761 Total assets $ 462,017 $ 385,892 Current liabilities $ 5,731 $ 3,652 Non-current liabilities 73,438 40,978 Total liabilities $ 79,169 $ 44,630 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, Interest Type Weighted average interest rate 2022 2021 Long-term debt Amended Rated Term Loan $ 487,179 $ 499,750 Fixed 3.51 % APAF II Term Loan 125,668 — Floating SOFR + 1.475% Construction loans — 5,593 Floating — % Other term loans 28,483 12,818 Fixed and floating 4.87 % Financing obligations recognized in failed sale leaseback transactions 36,724 37,601 Imputed 3.65 % Total principal due for long-term debt 678,054 555,762 Unamortized discounts and premiums (2,088) (176) Unamortized deferred financing costs (11,404) (9,606) Less: current portion of long-term debt 29,959 21,143 Long-term debt, less current portion $ 634,603 $ 524,837 |
Schedule of Line of Credit Facilities | The table below shows the total letters of credit outstanding and unused capacities under our letter of credit facilities as of December 31, 2022 and 2021 (in millions): As of December 31, 2022 As of December 31, 2021 Letters of Credit Outstanding Unused Capacity Letters of Credit Outstanding Unused Capacity Deutsche Bank $ 0.7 $ 11.8 $ 0.6 $ 11.9 Fifth Third Bank 12.1 — 10.0 — CIT Bank, N.A. 0.6 — — — KeyBank and The Huntington Bank — 15.6 — — Citibank, N.A. — 75.0 — — Total 13.4 102.4 10.6 11.9 |
Schedule of Maturities of Long-term Debt | The table below shows the payments required under the failed sale-leaseback financing obligations for the years ended: 2023 $ 2,336 2024 2,340 2025 2,353 2026 2,336 2027 2,322 Thereafter 12,671 Total $ 24,358 As of December 31, 2022, the principal maturities of the Company’s long-term debt, excluding financing obligations from failed sale-leaseback transactions, were as follows: 2023 $ 27,623 2024 25,115 2025 25,246 2026 25,850 2027 96,597 Thereafter 440,899 Total principal payments $ 641,330 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | The following table provides the financial instruments measured at fair value on a recurring basis: December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 101,842 $ — $ — $ 101,842 Derivative assets: Interest rate swaps — 3,953 — 3,953 Total assets at fair value 101,842 3,953 — 105,795 Liabilities Alignment Shares liability — — 66,145 66,145 Other long-term liabilities: Contingent consideration liability — — 2,875 2,875 Total liabilities at fair value — — 69,020 69,020 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Redeemable warrant liability $ 25,861 $ 24,072 $ — 49,933 Alignment Shares liability — — 127,474 127,474 Other long-term liabilities: Contingent consideration liability — — 2,300 2,300 Total liabilities at fair value 25,861 24,072 129,774 179,707 |
Schedule of Redeemable Warrants | For the year ended Units $ Redeemable warrants, beginning balance 19,429,167 $ 49,933 Warrants exercised (14,698,782) (47,742) Exchange of warrants into common stock (4,630,163) (7,828) Forfeiture of fractional warrants (13) — Warrants redeemed (100,209) (10) Fair value remeasurement — 5,647 Redeemable warrants, ending balance — $ — |
Schedule of Alignment Shares | For the year ended For the year ended December 31, 2021 Shares $ Shares $ Beginning balance 1,408,750 $ 127,474 — $ — Alignment Shares assumed upon the Merger — $ — 1,408,750 $ 132,487 Alignment Shares converted (201,250) (15) — — Fair value remeasurement — (61,314) — (5,013) Ending balance 1,207,500 $ 66,145 1,408,750 $ 127,474 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2022 2021 Redeemable noncontrolling interest, beginning balance $ 15,527 $ 18,311 Cash contributions 1,087 — Cash distributions (1,022) (1,087) Assumed noncontrolling interest through business combination 2,126 254 Redemption of redeemable noncontrolling interests (228) (1,630) Net income (loss) attributable to noncontrolling interest 643 (321) Redeemable noncontrolling interest, ending balance $ 18,133 $ 15,527 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The following table presents the components of operating lease cost for the year ended December 31, 2022: For the year ended December 31, 2022 Operating lease expense $ 6,798 Variable lease expense $ 1,185 Total lease expense $ 7,983 |
Schedule of Supplemental Information Of Operating Leases | The following table presents supplemental information related to our operating leases: For the year ended December 31, 2022 Operating cash flows from operating leases $ 6,501 Operating lease assets obtained in exchange for new operating lease liabilities $ 21,123 Weighted-average remaining lease term, years 19.7 years Weighted average discount rate 4.78% |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2022, are as follows: 2023 $ 8,042 2024 8,134 2025 8,115 2026 8,187 2027 8,322 Thereafter 116,328 Total $ 157,128 Less: Present value discount (58,970) Lease liability $ 98,158 |
Schedule of Minimum Future Rental Payments | Minimum future rental payments previously disclosed under ASC 840 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, were as follows: 2022 $ 6,035 2023 6,486 2024 6,578 2025 6,564 2026 6,620 Thereafter 85,494 Total lease payments $ 117,777 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per share for the years ended December 31, 2022 and 2021 was as follows (in thousands, except share and per share amounts): For the year ended December 31, 2022 2021 Net income attributable to Altus Power, Inc. $ 55,437 $ 5,906 Income attributable to participating securities (1) (433) (90) Net income attributable to common stockholders - basic and diluted 55,004 5,816 Class A Common Stock Weighted average shares of common stock outstanding - basic (2) 154,648,788 92,751,839 Dilutive RSUs 536,284 2,596,702 Dilutive restricted stock 523,921 1,254,887 Weighted average shares of common stock outstanding - diluted 155,708,993 96,603,428 Net income attributable to common stockholders per share - basic $ 0.36 $ 0.06 Net income attributable to common stockholders per share - diluted $ 0.35 $ 0.06 (1) Represents the income attributable to 1,207,500 and 1,408,750 Alignment Shares outstanding as of December 31, 2022 and 2021, respectively. (2) For the years ended December 31, 2022 and 2021, the calculation of basic weighted average shares of common stock outstanding excludes 542,511 and 1,259,887 shares, respectively, of the Company's Class A common stock provided to holders of Legacy Altus common stock, including shares that were subject to vesting conditions. |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table presents the changes in AROs as recorded in other long-term liabilities in the consolidated balance sheets: For the year ended December 31, 2022 2021 Balance at beginning of year $ 7,628 $ 4,446 Additional obligations incurred 1,681 3,024 Accretion expense 266 174 Liabilities settled or disposed in the current year — (16) Balance at end of year $ 9,575 $ 7,628 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of RSU activity | For the year ended December 31, 2022, the Company recognized $9.4 million of stock compensation expense in relation to the incentive plan and the following table summarizes the RSU activity: Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Per Share Balances as of December 31, 2021 — — RSUs granted 8,105,539 5.27 RSUs forfeited (65,650) 7.40 Balances as of December 31, 2022 8,039,889 5.25 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | Income tax expense is composed of the following: For the year ended December 31, 2022 2021 Current: Federal $ — $ — State (2) 76 Total current expense (2) 76 Deferred: Federal 1,051 (1,518) State 27 1,737 Total deferred expense $ 1,078 $ 219 Income tax expense $ 1,076 $ 295 |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents a reconciliation of the income tax benefit computed at the U.S. federal statutory rate and the Company’s income tax expense (benefit): For the year ended December 31, 2022 2021 Income tax benefit – computed as 21% of pretax loss $ 11,181 $ 2,793 Effect of noncontrolling interests and redeemable noncontrolling interests 691 (1,491) State tax, net of federal benefit (138) 1,138 State valuation allowance 158 294 Transaction costs related to the Merger (12) (1,713) Transaction costs related to the Merger (return to provision) (678) — Effect of tax credits (75) (28) Stock Based Compensation 1,614 — Change in fair value of redeemable warrant and Alignment Shares liability (11,690) (563) Other 25 (135) Income tax expense $ 1,076 $ 295 Effective income tax rate 2.0% 2.2% |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2022 and 2021, the Company’s deferred tax assets and liabilities are comprised of the following: As of December 31, 2022 2021 Deferred tax assets: Net operating losses $ 65,128 $ 42,814 Intangible liabilities 594 807 Deferred financing costs 3,029 271 Tax credits 690 615 Operating lease liability 17,830 528 Asset retirement obligation 2,490 2,018 Stock-based compensation 609 73 Sec. 163(j) interest limitation 16,749 11,776 Total deferred tax assets $ 107,119 $ 58,902 Valuation allowance (795) (633) Net deferred tax assets $ 106,324 $ 58,269 Deferred tax liabilities: Property, plant and equipment $ (58,040) $ (34,918) Intangible assets (692) (784) Operating lease asset (16,868) — Derivative asset (876) — Investments in partnerships (40,859) (32,170) Total deferred tax liabilities (117,335) (67,872) Net deferred tax liability $ (11,011) $ (9,603) |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | Dec. 09, 2021 | |
Concentration Risk [Line Items] | ||||
Other current liabilities | $ (6,527) | $ (3,429) | ||
Construction payable | 9,038 | 234 | ||
General and administrative | (25,026) | (16,767) | ||
Stock-based compensation | $ 9,404 | $ 148 | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Allowance for uncollectible accounts receivable | $ 400 | $ 400 | ||
Impairment loss | 0 | 0 | ||
Direct costs | $ 0 | |||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 | |||
Operating lease asset | $ 94,463 | 0 | ||
Operating lease liability | $ 98,158 | |||
Revision of Prior Period, Adjustment | ||||
Concentration Risk [Line Items] | ||||
Goodwill | 600 | |||
Other assets | 600 | |||
Other current liabilities | 200 | |||
Construction payable | 200 | |||
General and administrative | 100 | |||
Stock-based compensation | $ 100 | |||
Accounting Standards Update 2016-02 | ||||
Concentration Risk [Line Items] | ||||
Operating lease asset | $ 76,900 | |||
Operating lease liability | $ 77,200 | |||
Common Class B | ||||
Concentration Risk [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | |||
Minimum | ||||
Concentration Risk [Line Items] | ||||
Site lease agreement amortization period | 15 years | |||
Amortization period of customer contracts | 15 years | |||
Maximum | ||||
Concentration Risk [Line Items] | ||||
Site lease agreement amortization period | 30 years | |||
Amortization period of customer contracts | 25 years | |||
Customer One | ||||
Concentration Risk [Line Items] | ||||
Weighted-average remaining life | 12 years | |||
Customer Two | ||||
Concentration Risk [Line Items] | ||||
Weighted-average remaining life | 17 years | |||
Accounts Receivable | Customer Concentration Risk | Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 28% | 16% | ||
Accounts Receivable | Customer Concentration Risk | Customer Two | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 11.70% | |||
Revenue Benchmark | Customer Concentration Risk | Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 16.20% | 11.70% |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 193,016 | $ 325,983 | |
Current portion of restricted cash | 2,404 | 2,544 | |
Restricted cash, noncurrent portion | 3,978 | 1,794 | |
Total | $ 199,398 | $ 330,321 | $ 38,206 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) $ / shares in Units, $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Dec. 09, 2021 $ / shares shares | Dec. 09, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 87,464 | 87,464 | ||
Common stock, authorized (in shares) | shares | 990,000,000 | 990,000,000 | 988,591,250 | 988,591,250 |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, authorized (in shares) | shares | 10,000,000 | 10,000,000 | 10,000,000 | |
Redeemable preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Shares issued in PIPE financing (in shares) | shares | 42,500,000 | |||
Purchase price per share (in usd per share) | $ / shares | $ 10 | |||
Proceeds from PIPE Investment | $ | $ 425,000 | $ 425,000 | ||
Class A Common Stock | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 87,464 | 87,464 | ||
Common stock, authorized (in shares) | shares | 988,591,250 | 988,591,250 | 988,591,250 | 988,591,250 |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | |||
Class A Common Stock | CBRE Acquisition Sponsor, LLC | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Proceeds from PIPE Investment | $ | $ 220,000 | |||
Common Class B | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, authorized (in shares) | shares | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 |
Reverse Recapitalization - Reco
Reverse Recapitalization - Reconciliation Following Merger (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 09, 2021 | Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | ||
Cash - CBAH's trust and cash (net of redemptions) | $ 212,458 | |
Cash - PIPE | $ 425,000 | 425,000 |
Non-cash net liabilities assumed from CBAH | (186) | |
CBAH's deferred tax assets as of the Merger | 159 | |
Less: Fair value of assumed redeemable warrants | 47,601 | |
Less: Fair value of assumed Alignment Shares | 132,487 | |
Less: transaction costs and advisory fees | 55,620 | |
Net the Merger | 401,723 | |
Less: non-cash net liabilities assumed from CBAH | (186) | |
Less: CBAH's deferred tax assets as of the Merger | 159 | |
Add: non-cash fair value of assumed redeemable warrants | 47,601 | |
Add: non-cash fair value of assumed Alignment Shares | 132,487 | |
Add: accrued transaction costs and advisor fees | 178 | |
Net contributions from the Merger and PIPE financing | $ 582,016 |
Reverse Recapitalization - Comm
Reverse Recapitalization - Common Stock Following Merger (Details) | Dec. 09, 2021 shares | Dec. 08, 2021 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 153,648,830 | 158,904,401 | 153,648,830 | ||
Shares issued in PIPE financing (in shares) | 42,500,000 | ||||
The Merger and PIPE Financing shares - Class A common stock (in shares) | 63,648,854 | ||||
Legacy Altus shares - Class A common stock (in shares) | 89,999,976 | ||||
Recapitalization exchange ratio | 87,464 | ||||
Common Stock | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 158,904,401 | 153,648,830 | 89,999,976 | ||
Common Shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock of CBAH (in shares) | 21,148,854 | ||||
CBRE Acquisition Holdings, Inc. | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 40,250,000 | ||||
Less: redemption of CBAH's shares (in shares) | (19,101,146) | ||||
CBRE Acquisition Holdings, Inc. | Common Stock | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 1,029 |
Revenue and Accounts Receivab_3
Revenue and Accounts Receivable - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | $ 101,163 | $ 71,800 |
Power sales under PPAs | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from power sales | 24,906 | 15,731 |
Power sales under NMCAs | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from power sales | 27,162 | 23,029 |
Power sales on wholesale markets | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from power sales | 4,146 | 975 |
Power Sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from power sales | 56,214 | 39,735 |
Solar renewable energy credit revenue | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | 40,502 | 28,271 |
Rental income | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | 3,038 | 2,114 |
Performance based incentives | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | $ 1,409 | $ 1,680 |
Revenue and Accounts Receivab_4
Revenue and Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | $ 13,443 | $ 9,218 | $ 5,752 |
Power sales under PPAs | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total power sales | 4,092 | 1,678 | 1,388 |
Power sales under NMCAs | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total power sales | 3,183 | 3,322 | 3,016 |
Power sales on wholesale markets | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total power sales | 223 | 75 | 68 |
Power Sales | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total power sales | 7,498 | 5,075 | 4,472 |
Solar renewable energy credit revenue | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | 5,387 | 3,789 | 1,108 |
Rental income | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | 429 | 350 | 37 |
Performance based incentives | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | $ 129 | $ 4 | $ 135 |
Revenue and Accounts Receivab_5
Revenue and Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Contract liability | $ 5,397 | $ 0 |
SREC | ||
Business Acquisition [Line Items] | ||
Short-term contract liabilities | 2,600 | |
Long-term contract liabilities | $ 5,400 | |
Contract asset | 0 | |
Contract liability | $ 0 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,091,644 | $ 801,205 |
Less: Accumulated depreciation | (86,497) | (55,494) |
Property, plant and equipment, net | 1,005,147 | 745,711 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 6,173 | 6,985 |
Solar energy facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 979,358 | 757,714 |
Solar energy facilities | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 25 years | |
Solar energy facilities | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 32 years | |
Battery energy storage system | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 20 years | |
Property, plant and equipment | $ 3,873 | 3,873 |
Site work | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 15 years | |
Property, plant and equipment | $ 5,801 | 5,801 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 7,113 | 5,637 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 15 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 30 years | |
Vehicles and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 609 | 0 |
Vehicles and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 3 years | |
Vehicles and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 5 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 88,717 | $ 21,195 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Aug. 15, 2022 USD ($) | Nov. 19, 2021 USD ($) MW | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 31,000 | $ 21,500 | ||
Gain on disposal of property, plant and equipment | $ 2,222 | 12,842 | ||
Disposal of Land | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||
Property, Plant and Equipment [Line Items] | ||||
Cash consideration | $ 3,600 | |||
Carrying amount of net assets | 1,400 | |||
Gain on disposal of property, plant and equipment | $ 2,200 | |||
JO RI Solar, LLC | ||||
Property, Plant and Equipment [Line Items] | ||||
Cash consideration | $ 19,900 | |||
Gain on disposal of property, plant and equipment | $ 12,800 | |||
Percent sold | 100% | |||
Nameplate capacity | MW | 4.1 | |||
Carrying amount of net liabilities | $ 7,100 | |||
Carrying amount of net assets | $ 7,100 |
Intangible Assets and Intangi_3
Intangible Assets and Intangible Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 51,858 | $ 19,057 |
Accumulated amortization: | (4,231) | (2,355) |
Total intangible assets, net | 47,627 | 16,702 |
Customer acquisition costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | 6,008 | 6,008 |
Accumulated amortization: | $ (1,384) | (1,015) |
Customer acquisition costs | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 16 years | |
In-place lease contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 819 | 1,657 |
Accumulated amortization: | $ (201) | (209) |
In-place lease contracts | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 21 years | |
Favorable rate revenue contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 43,604 | 11,222 |
Accumulated amortization: | $ (2,602) | (1,120) |
Favorable rate revenue contracts | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 9 years | |
Favorable operation and maintenance contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 135 | 135 |
Accumulated amortization: | $ (44) | (11) |
Favorable operation and maintenance contracts | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 4 years | |
Software in development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 1,237 | 0 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 55 | $ 35 |
Other | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 5 years |
Intangible Assets and Intangi_4
Intangible Assets and Intangible Liabilities - Intangible Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible liabilities, net | $ 12,411 | $ 13,758 |
Unfavorable rate revenue contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 19,215 | 16,988 |
Accumulated amortization | $ (6,804) | $ (3,230) |
Unfavorable rate revenue contracts | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 5 years |
Intangible Assets and Intangi_5
Intangible Assets and Intangible Liabilities - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1.9 | $ 0.9 |
Amortization benefit | $ 3.6 | $ 1.7 |
Intangible Assets and Intangi_6
Intangible Assets and Intangible Liabilities - Annual Amortization on Intangibles (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2023 | $ 2,717 |
2024 | 3,872 |
2025 | 3,967 |
2026 | 4,072 |
2027 | 4,072 |
Favorable rate revenue contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 4,757 |
2024 | 4,642 |
2025 | 4,584 |
2026 | 4,584 |
2027 | 4,584 |
In-place lease contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 369 |
2024 | 369 |
2025 | 353 |
2026 | 353 |
2027 | 353 |
Customer acquisition costs | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 40 |
2024 | 40 |
2025 | 40 |
2026 | 40 |
2027 | 40 |
Favorable operation and maintenance contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | 33 |
2024 | 8 |
2025 | 8 |
2026 | 8 |
2027 | 8 |
Unfavorable rate revenue contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2023 | (2,482) |
2024 | (1,187) |
2025 | (1,018) |
2026 | (913) |
2027 | $ (913) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 12 Months Ended | |||||||||||
Nov. 11, 2022 USD ($) facility MW | Aug. 29, 2022 USD ($) facility MW | Jun. 10, 2022 USD ($) facility MW | Apr. 01, 2022 USD ($) MW | Dec. 31, 2021 USD ($) MW | Oct. 28, 2021 USD ($) facility MW | Oct. 22, 2021 USD ($) MW | Aug. 25, 2021 USD ($) facility MW | Jul. 29, 2021 USD ($) facility MW | Jan. 14, 2021 USD ($) facility MW | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) MW | |
Business Acquisition [Line Items] | ||||||||||||
Additional obligations incurred | $ 1,681 | $ 3,024 | ||||||||||
Acquisition and entity formation costs | 3,629 | 1,489 | ||||||||||
True Green | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 79 | |||||||||||
Number of assets acquired | facility | 8 | |||||||||||
Percent of ownership interest acquired | 100% | |||||||||||
Acquisition and entity formation costs | 900 | |||||||||||
Revenues | 8,400 | |||||||||||
Net income | 5,100 | |||||||||||
True Green | Provisional accounting | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 197,436 | |||||||||||
Property, plant and equipment | 201,150 | |||||||||||
Accounts receivable | 3,420 | |||||||||||
True Green | Measurement period adjustments | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | (535) | |||||||||||
Measurement period adjustments, Goodwill | (1,365) | |||||||||||
Measurement period adjustments, property, plant and equipment | 310 | |||||||||||
Measurement period adjustments, intangible assets | $ 510 | |||||||||||
Stellar HI Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 3.1 | |||||||||||
Number of assets acquired | facility | 17 | |||||||||||
Additional obligations incurred | $ 100 | |||||||||||
Purchase price | 6,400 | |||||||||||
Acquisition and entity formation costs | 100 | |||||||||||
Revenues | 200 | |||||||||||
Net income | 0 | |||||||||||
Property, plant and equipment | 10,600 | |||||||||||
Cash | 200 | |||||||||||
Restricted cash | 300 | |||||||||||
Accounts receivable | 200 | |||||||||||
Financing lease obligations | 4,100 | |||||||||||
Intangible liabilities | $ 700 | |||||||||||
Weighted average amortization period | 11 years | |||||||||||
Stellar HI Acquisition | Battery energy storage system | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 2.1 | |||||||||||
DESRI II & DESRI V Of Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 100,783 | |||||||||||
Percent of ownership interest acquired | 100% | |||||||||||
Property, plant and equipment | $ 179,500 | |||||||||||
Accounts receivable | $ 2,001 | |||||||||||
Stellar NJ Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 1 | |||||||||||
Consideration transferred | $ 1,300 | |||||||||||
Property, plant and equipment, additions | 2,300 | |||||||||||
Intangible liabilities | 400 | |||||||||||
Construction payable | $ 600 | |||||||||||
Weighted average amortization period | 15 years | |||||||||||
Stellar HI 2 Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 4.6 | |||||||||||
Consideration transferred | $ 9,900 | |||||||||||
Property, plant and equipment, additions | 7,300 | |||||||||||
Intangible liabilities | $ 500 | |||||||||||
Number of assets acquired | facility | 6 | |||||||||||
Transaction related costs | $ 200 | |||||||||||
Fair value, favorable rate revenue | 2,900 | |||||||||||
Operating lease assets | 200 | |||||||||||
Additional obligations incurred | $ 100 | |||||||||||
Stellar NJ 2 Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 8.3 | |||||||||||
Consideration transferred | $ 3,400 | |||||||||||
Property, plant and equipment, additions | 17,700 | |||||||||||
Intangible liabilities | $ 600 | |||||||||||
Weighted average amortization period | 11 years | |||||||||||
Number of assets acquired | facility | 5 | |||||||||||
Transaction related costs | $ 200 | |||||||||||
Additional obligations incurred | 200 | |||||||||||
Consideration transferred to be paid in next two years | 1,200 | |||||||||||
Accounts receivable | 100 | |||||||||||
Cash | 400 | |||||||||||
Long-term debt | 11,900 | |||||||||||
Asset acquisition, noncontrolling interests | $ 2,100 | |||||||||||
DESRI II & DESRI V Of Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 88 | |||||||||||
Number of assets acquired | facility | 19 | |||||||||||
Acquisition and entity formation costs | 2,700 | |||||||||||
Revenues | 2,500 | |||||||||||
Net income | $ 200 | |||||||||||
DESRI II & DESRI V Of Acquisition | Provisional accounting | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 100,800 | |||||||||||
Gridley Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 4.3 | |||||||||||
Consideration transferred | $ 5,000 | |||||||||||
Property, plant and equipment, additions | $ 5,300 | |||||||||||
Number of assets acquired | facility | 2 | |||||||||||
Transaction related costs | $ 100 | |||||||||||
Other liabilities | $ 300 | |||||||||||
Stellar CNI Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 4.4 | |||||||||||
Consideration transferred | $ 5,800 | $ 400 | ||||||||||
Property, plant and equipment, additions | $ 5,900 | |||||||||||
Number of assets acquired | facility | 3 | |||||||||||
Transaction related costs | $ 200 | |||||||||||
Additional obligations incurred | $ 100 | |||||||||||
Beaver Run Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 9.9 | |||||||||||
Consideration transferred | $ 13,500 | |||||||||||
Property, plant and equipment, additions | 13,500 | |||||||||||
Additional obligations incurred | 400 | |||||||||||
Other assets | $ 400 | |||||||||||
Landmark Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Nameplate capacity | MW | 2.6 | 2.6 | ||||||||||
Consideration transferred | $ 3,600 | |||||||||||
Property, plant and equipment, additions | 3,600 | |||||||||||
Additional obligations incurred | 100 | |||||||||||
Other assets | 200 | $ 200 | ||||||||||
Redeemable non-controlling interest | $ 300 |
Acquisitions - Estimated Fair V
Acquisitions - Estimated Fair Value and Weighted Average Amortization Period of Acquired Assets and Assumed Intangible Liabilities (Details) - USD ($) $ in Thousands | Jun. 10, 2022 | Aug. 25, 2021 |
Stellar HI 2 Acquisition | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue | $ 2,900 | |
Favorable rate revenue contracts | DESRI II & DESRI V Of Acquisition | PPA | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue | $ 29,479 | |
Weighted Average Amortization Period | 8 years | |
Favorable rate revenue contracts | True Green | PPA | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue | $ 4,500 | |
Weighted Average Amortization Period | 20 years | |
Favorable rate revenue contracts | True Green | SREC | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue | $ 450 | |
Weighted Average Amortization Period | 7 years | |
Favorable rate revenue contracts | True Green | O&M | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue | $ 135 | |
Weighted Average Amortization Period | 4 years | |
Favorable rate revenue contracts | Stellar HI 2 Acquisition | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue | $ 2,903 | |
Weighted Average Amortization Period | 10 years | |
In-place lease contracts | True Green | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue | $ 650 | |
Weighted Average Amortization Period | 13 years | |
Unfavorable rate revenue contracts | DESRI II & DESRI V Of Acquisition | PPA | ||
Business Acquisition [Line Items] | ||
Fair Value, Unfavorable rate revenue | $ (771) | |
Weighted Average Amortization Period | 12 years | |
Unfavorable rate revenue contracts | True Green | PPA | ||
Business Acquisition [Line Items] | ||
Fair Value, Unfavorable rate revenue | $ (6,635) | |
Weighted Average Amortization Period | 12 years | |
Unfavorable rate revenue contracts | True Green | SREC | ||
Business Acquisition [Line Items] | ||
Fair Value, Unfavorable rate revenue | $ (3,470) | |
Weighted Average Amortization Period | 2 years | |
Unfavorable rate revenue contracts | Stellar HI 2 Acquisition | ||
Business Acquisition [Line Items] | ||
Fair Value, Unfavorable rate revenue | $ (464) | |
Weighted Average Amortization Period | 15 years |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed from Business Combination (Details) - USD ($) $ in Thousands | Aug. 25, 2021 | Nov. 11, 2022 |
DESRI II & DESRI V Of Acquisition | ||
Assets | ||
Accounts receivable | $ 2,001 | |
Derivative assets | 2,462 | |
Other assets | 432 | |
Property, plant and equipment | 179,500 | |
Operating lease asset | 17,831 | |
Intangible assets | 29,479 | |
Total assets acquired | 231,705 | |
Liabilities | ||
Accounts payable | 275 | |
Accrued liabilities | 746 | |
Long-term debt | 105,346 | |
Intangible liabilities | 771 | |
Operating lease liability | 20,961 | |
Contract liability | 7,200 | |
Asset retirement obligation | 1,508 | |
Total liabilities assumed | 136,807 | |
Non-controlling interests | 184 | |
Total fair value of consideration transferred, net of cash acquired | $ 94,714 | |
True Green | Provisional accounting | ||
Assets | ||
Accounts receivable | $ 3,420 | |
Other assets | 510 | |
Property, plant and equipment | 201,150 | |
Intangible assets | 5,225 | |
Total assets acquired | 210,305 | |
Liabilities | ||
Accounts payable | 23 | |
Long-term debt | 1,795 | |
Intangible liabilities | 10,115 | |
Asset retirement obligation | 1,998 | |
Other liabilities | 935 | |
Total liabilities assumed | 14,866 | |
Non-controlling interests | 4,315 | |
Goodwill | 1,965 | |
Total fair value of consideration transferred, net of cash acquired | 193,089 | |
True Green | Measurement period adjustments | ||
Assets | ||
Measurement period adjustments, accounts receivable | 32 | |
Measurement period adjustments, other assets | 0 | |
Measurement period adjustments, property, plant and equipment | 310 | |
Measurement period adjustments, intangible assets | 510 | |
Measurement period adjustments, total assets acquired | 852 | |
Liabilities | ||
Measurement period adjustments, accounts payable | (23) | |
Measurement period adjustments, long-term debt | 0 | |
Measurement period adjustments, intangible liabilities | (10) | |
Measurement period adjustments, asset retirement obligation | 0 | |
Measurement period adjustments, other liabilities | 55 | |
Measurement period adjustments, total liabilities assumed | 22 | |
Measurement period adjustments, Non-controlling interests | 0 | |
Measurement period adjustments, Goodwill | (1,365) | |
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired | (535) | |
True Green | Final Allocation | ||
Assets | ||
Accounts receivable | 3,452 | |
Other assets | 510 | |
Property, plant and equipment | 201,460 | |
Intangible assets | 5,735 | |
Total assets acquired | 211,157 | |
Liabilities | ||
Accounts payable | 0 | |
Long-term debt | 1,795 | |
Intangible liabilities | 10,105 | |
Asset retirement obligation | 1,998 | |
Other liabilities | 990 | |
Total liabilities assumed | 14,888 | |
Non-controlling interests | 4,315 | |
Goodwill | 600 | |
Total fair value of consideration transferred, net of cash acquired | $ 192,554 |
Acquisitions - Fair Value of Co
Acquisitions - Fair Value of Consideration Transferred (Details) - USD ($) $ in Thousands | Nov. 11, 2022 | Aug. 25, 2021 |
True Green | Provisional accounting | ||
Business Acquisition [Line Items] | ||
Cash consideration to the seller on closing | $ 136,689 | |
Cash consideration paid to settle debt and interest rate swaps on behalf of the seller | 51,523 | |
Cash in escrow accounts | 2,738 | |
Purchase price payable | 6,486 | |
Total fair value of consideration transferred | 197,436 | |
Cash acquired | 229 | |
Restricted cash acquired | 4,118 | |
Total fair value of consideration transferred, net of cash acquired | 193,089 | |
True Green | Measurement period adjustments | ||
Business Acquisition [Line Items] | ||
Cash consideration to the seller on closing | 0 | |
Cash consideration paid to settle debt and interest rate swaps on behalf of the seller | 0 | |
Cash in escrow accounts | (112) | |
Purchase price payable | (423) | |
Total fair value of consideration transferred | (535) | |
Cash acquired | 0 | |
Restricted cash acquired | 0 | |
Total fair value of consideration transferred, net of cash acquired | (535) | |
True Green | Final Allocation | ||
Business Acquisition [Line Items] | ||
Cash consideration to the seller on closing | 136,689 | |
Cash consideration paid to settle debt and interest rate swaps on behalf of the seller | 51,523 | |
Cash in escrow accounts | 2,626 | |
Purchase price payable | 6,063 | |
Total fair value of consideration transferred | 196,901 | |
Cash acquired | 229 | |
Restricted cash acquired | 4,118 | |
Total fair value of consideration transferred, net of cash acquired | $ 192,554 | |
DESRI II & DESRI V Of Acquisition | ||
Business Acquisition [Line Items] | ||
Cash consideration to the seller on closing | $ 82,235 | |
Fair value of purchase price payable | 19,017 | |
Working capital adjustment | (469) | |
Total fair value of consideration transferred | 100,783 | |
Cash acquired | 1,220 | |
Restricted cash acquired | 4,849 | |
Total fair value of consideration transferred, net of cash acquired | $ 94,714 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
DESRI II & DESRI V Of Acquisition | |||
Business Acquisition [Line Items] | |||
Operating revenues | $ 125,160 | $ 100,171 | |
Net income (loss) | $ 72,187 | 26,473 | |
True Green | |||
Business Acquisition [Line Items] | |||
Operating revenues | 88,431 | $ 68,702 | |
Net income (loss) | 20,020 | 3,174 | |
Stellar HI Acquisition | |||
Business Acquisition [Line Items] | |||
Operating revenues | 73,088 | 46,268 | |
Net income (loss) | $ 13,199 | $ (1,704) |
Variable Interest Entities - Co
Variable Interest Entities - Consolidated VIE Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Current assets | $ 215,069 | $ 344,404 |
Total assets | 1,376,888 | 1,113,249 |
Current liabilities | 68,228 | 32,891 |
Total liabilities | 913,829 | 771,711 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Current assets | 16,434 | 13,131 |
Non-current assets | 445,583 | 372,761 |
Total assets | 462,017 | 385,892 |
Current liabilities | 5,731 | 3,652 |
Non-current liabilities | 73,438 | 40,978 |
Total liabilities | $ 79,169 | $ 44,630 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Aug. 29, 2022 USD ($) MW | Dec. 31, 2022 variableInterestEntity | Dec. 31, 2021 variableInterestEntity | |
Stellar NJ 2 Acquisition | |||
Variable Interest Entity [Line Items] | |||
Nameplate capacity | MW | 8.3 | ||
Property, plant and equipment, additions | $ 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, additions | $ 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 678,054 | $ 555,762 |
Unamortized discounts and premiums | (2,088) | (176) |
Unamortized deferred financing costs | (11,404) | (9,606) |
Less: current portion of long-term debt | 29,959 | 21,143 |
Long-term debt, less current portion | 634,603 | 524,837 |
Financing Obligations Recognized in Failed Sale Leaseback Transactions | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 36,724 | 37,601 |
Weighted average interest rate | 3.65% | |
SOFR | ||
Line of Credit Facility [Line Items] | ||
Weighted average interest rate | 1.475% | |
Amended Rated Term Loan | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 487,179 | 499,750 |
Weighted average interest rate | 3.51% | |
APAF II Term Loan | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 125,668 | 0 |
Construction loans | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 0 | 5,593 |
Weighted average interest rate | 0% | |
Other term loans | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 28,483 | $ 12,818 |
Weighted average interest rate | 4.87% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 23, 2022 | Dec. 19, 2022 | Aug. 25, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 24, 2021 | Jan. 10, 2020 | |
Line of Credit Facility [Line Items] | |||||||
Payment of debt issuance costs | $ 5,257 | $ 2,628 | |||||
Loss on extinguishment of debt | (2,303) | (3,245) | |||||
Long-term debt | 641,330 | ||||||
Assumed financing lease liability | 35,600 | 36,500 | |||||
Sale-leaseback transactions net of transaction costs | 1,100 | 1,100 | |||||
Payment of financing obligation | 2,200 | 500 | |||||
Interest expense | 1,500 | 400 | |||||
Long-term debt | 678,054 | 555,762 | |||||
Minimum lease payments | 24,358 | ||||||
Investment tax credit | 13,200 | ||||||
Implied interest on financing lease obligation | 2,600 | ||||||
Difference between minimum lease payments and fair value of financing lease obligations acquired | 100 | ||||||
Surety Bond | |||||||
Line of Credit Facility [Line Items] | |||||||
Face amount | $ 2,000 | ||||||
SOFR | |||||||
Line of Credit Facility [Line Items] | |||||||
Weighted average interest rate | 1.475% | ||||||
Financing Obligations Recognized in Failed Sale Leaseback Transactions | |||||||
Line of Credit Facility [Line Items] | |||||||
Weighted average interest rate | 3.65% | ||||||
Long-term debt | $ 36,724 | 37,601 | |||||
Stellar HI Acquisition | |||||||
Line of Credit Facility [Line Items] | |||||||
Difference between minimum lease payments and fair value of finance lease obligations | 1,600 | ||||||
Amended Rated Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit outstanding | 487,200 | 499,800 | |||||
Debt issuance costs | 7,600 | 8,400 | |||||
DESRI Loans and APAF II Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Face amount | 125,700 | ||||||
Fixed interest rate | 4.885% | ||||||
Payment of debt issuance costs | $ 1,200 | ||||||
Loss on extinguishment of debt | 2,300 | ||||||
Outstanding principal balance | 2,700 | ||||||
DESRI Loans and APAF II Term Loan | SOFR | |||||||
Line of Credit Facility [Line Items] | |||||||
Base spread | 1.475% | ||||||
DESRI Loans and APAF II Term Loan | Other term loans | |||||||
Line of Credit Facility [Line Items] | |||||||
Face amount | $ 125,700 | ||||||
DESRI Loans and APAF II Term Loan | DESRI II & DESRI V Of Acquisition | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit outstanding | 106,300 | ||||||
Unamortized discount | 1,000 | ||||||
Interest costs incurred | $ 900 | ||||||
Construction Loan to Term Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee percentage | 0.50% | ||||||
Remaining borrowing capacity | $ 171,600 | 169,700 | |||||
Construction Loan to Term Loan Facility | Other term loans | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term debt | 15,900 | 12,300 | |||||
Construction Loan to Term Loan Facility | Construction loans | |||||||
Line of Credit Facility [Line Items] | |||||||
Face amount | $ 187,500 | ||||||
Interest costs incurred | 0 | 300 | |||||
Long-term debt | 0 | $ 5,600 | |||||
Project Level Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit outstanding | 12,600 | ||||||
Debt issuance costs | 2,100 | ||||||
Interest costs incurred | 200 | ||||||
Project Level Term Loan | Stellar NJ 2 Acquisition | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit outstanding | 14,100 | ||||||
Unamortized discount | 2,200 | ||||||
APAG Revolver | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, commitment fee amount | $ 200,000 | ||||||
Blackstone Credit Facility | Related Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Face amount | $ 251,000 | ||||||
Blackstone Credit Facility | Amended Rated Term Loan | |||||||
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% |
Debt - Letters Of Credit Outsta
Debt - Letters Of Credit Outstanding and Unused Capacities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Letters of Credit Outstanding | $ 13.4 | $ 10.6 |
Letter of Credit | Deutsche Bank | ||
Line of Credit Facility [Line Items] | ||
Letters of Credit Outstanding | 0.7 | 0.6 |
Letter of Credit | Fifth Third Bank | ||
Line of Credit Facility [Line Items] | ||
Letters of Credit Outstanding | 12.1 | 10 |
Letter of Credit | CIT Bank, N.A. | ||
Line of Credit Facility [Line Items] | ||
Letters of Credit Outstanding | 0.6 | 0 |
Letter of Credit | KeyBank and The Huntington Bank | ||
Line of Credit Facility [Line Items] | ||
Letters of Credit Outstanding | 0 | 0 |
Letter of Credit | Citibank, N.A. | ||
Line of Credit Facility [Line Items] | ||
Letters of Credit Outstanding | 0 | 0 |
Unused lines of Credit | ||
Line of Credit Facility [Line Items] | ||
Unused Capacity | 102.4 | 11.9 |
Unused lines of Credit | Deutsche Bank | ||
Line of Credit Facility [Line Items] | ||
Unused Capacity | 11.8 | 11.9 |
Unused lines of Credit | Fifth Third Bank | ||
Line of Credit Facility [Line Items] | ||
Unused Capacity | 0 | 0 |
Unused lines of Credit | CIT Bank, N.A. | ||
Line of Credit Facility [Line Items] | ||
Unused Capacity | 0 | 0 |
Unused lines of Credit | KeyBank and The Huntington Bank | ||
Line of Credit Facility [Line Items] | ||
Unused Capacity | 15.6 | 0 |
Unused lines of Credit | Citibank, N.A. | ||
Line of Credit Facility [Line Items] | ||
Unused Capacity | $ 75 | $ 0 |
Debt - Minimum Lease Payments U
Debt - Minimum Lease Payments Under Failed Sale-Leasebacks (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 2,336 |
2024 | 2,340 |
2025 | 2,353 |
2026 | 2,336 |
2027 | 2,322 |
Thereafter | 12,671 |
Total | $ 24,358 |
Debt- Principal Maturity of Lon
Debt- Principal Maturity of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 27,623 |
2024 | 25,115 |
2025 | 25,246 |
2026 | 25,850 |
2027 | 96,597 |
Thereafter | 440,899 |
Total principal payments | $ 641,330 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets at fair value | $ 105,795 | |
Liabilities | ||
Redeemable warrant liability | $ 49,933 | |
Alignment Shares liability | 66,145 | 127,474 |
Liabilities, Fair Value Disclosure | 69,020 | 179,707 |
Contingent consideration liability | ||
Liabilities | ||
Contingent consideration liability | 2,875 | 2,300 |
Interest rate swaps | ||
Assets | ||
Derivative assets | 3,953 | |
Level 1 | ||
Assets | ||
Total assets at fair value | 101,842 | |
Liabilities | ||
Redeemable warrant liability | 25,861 | |
Alignment Shares liability | 0 | 0 |
Liabilities, Fair Value Disclosure | 0 | 25,861 |
Level 1 | Contingent consideration liability | ||
Liabilities | ||
Contingent consideration liability | 0 | 0 |
Level 1 | Interest rate swaps | ||
Assets | ||
Derivative assets | 0 | |
Level 2 | ||
Assets | ||
Total assets at fair value | 3,953 | |
Liabilities | ||
Redeemable warrant liability | 24,072 | |
Alignment Shares liability | 0 | 0 |
Liabilities, Fair Value Disclosure | 0 | 24,072 |
Level 2 | Contingent consideration liability | ||
Liabilities | ||
Contingent consideration liability | 0 | 0 |
Level 2 | Interest rate swaps | ||
Assets | ||
Derivative assets | 3,953 | |
Level 3 | ||
Assets | ||
Total assets at fair value | 0 | |
Liabilities | ||
Redeemable warrant liability | 0 | |
Alignment Shares liability | 66,145 | 127,474 |
Liabilities, Fair Value Disclosure | 69,020 | 129,774 |
Level 3 | Contingent consideration liability | ||
Liabilities | ||
Contingent consideration liability | 2,875 | $ 2,300 |
Level 3 | Interest rate swaps | ||
Assets | ||
Derivative assets | 0 | |
Money market fund | ||
Assets | ||
Cash equivalents: | 101,842 | |
Money market fund | Level 1 | ||
Assets | ||
Cash equivalents: | 101,842 | |
Money market fund | Level 2 | ||
Assets | ||
Cash equivalents: | 0 | |
Money market fund | Level 3 | ||
Assets | ||
Cash equivalents: | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||
Oct. 17, 2022 USD ($) $ / shares shares | Dec. 22, 2020 USD ($) facility MW | Aug. 17, 2022 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 15, 2022 shares | Dec. 09, 2021 $ / shares | Dec. 31, 2020 shares | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Estimated fair-value of long-term debt | $ 588,800,000 | $ 562,100,000 | ||||||
Redeemable warrants issued (in shares) | shares | 14,798,981 | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Gain in fair value change of warrant | $ 4,100,000 | |||||||
Exchange of warrants into common stock | 7,828,000 | |||||||
Redeemable warrant liability | $ 47,700,000 | |||||||
Alignment shares outstanding (in shares) | shares | 1,207,500 | 1,408,750 | 0 | |||||
Volatility rate | 70% | |||||||
Risk-free interest rate | 3.99% | |||||||
Purchase price payable, noncurrent | $ 6,940,000 | $ 0 | ||||||
Loss (gain) on fair value remeasurement of contingent consideration | 79,000 | (2,800,000) | ||||||
Interest rate swaps | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Notional amounts | 141,600,000 | 12,300,000 | ||||||
Interest expense | 3,000,000 | 0 | ||||||
Class A Common Stock | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Gain in fair value change of warrant | $ 9,700,000 | |||||||
Exercised warrants (in shares) | shares | 4,067,307 | |||||||
Solar | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Number of assets acquired | facility | 16 | |||||||
Nameplate capacity | MW | 61.5 | |||||||
Earnout cash payments | $ 3,100,000 | |||||||
Contingent consideration | $ 7,400,000 | |||||||
Gain on fair value remeasurement recognized | $ 1,100,000 | |||||||
Purchase price payable, noncurrent | 2,900,000 | 1,200,000 | ||||||
Loss (gain) on fair value remeasurement of contingent consideration | 1,700,000 | |||||||
Amount of change of other contingent consideration, amount | $ 500,000 | 0 | ||||||
Solar | Power Rate | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Loss (gain) on fair value remeasurement of contingent consideration | (300,000) | |||||||
Solar | Production Volume | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Loss (gain) on fair value remeasurement of contingent consideration | $ (2,500,000) | |||||||
IPO | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Redeemable warrants issued (in shares) | shares | 10,062,500 | |||||||
Private Placement Warrants | IPO | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Redeemable warrants issued (in shares) | shares | 7,366,667 | |||||||
Exercisable warrants (in shares) | shares | 9,366,667 | |||||||
Private Placement Warrants | IPO | Amended And Restated Promissory Note | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Redeemable warrants issued (in shares) | shares | 2,000,000 | |||||||
Redeemable Warrants | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Warrants surrendered (in shares) | shares | 4,630,163 | |||||||
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) | shares | 8,462 | |||||||
Proceeds from redeemable warrants cash | $ 93,082 | |||||||
Redemption warrant of cashless exercise (in shares) | shares | 14,690,310 | |||||||
Warrants remained unexercised (in shares) | 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 | |||||||
Class A Common Stock | Class A Common Stock | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Exercised warrants (in shares) | shares | 4,058,845 | |||||||
Class A Common Stock | IPO | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Redeemable warrants issued (in shares) | shares | 10,062,500 | |||||||
Class A Common Stock | Warrant | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | shares | 1,111,243 | |||||||
Class A Common Stock | Private Placement Warrants | IPO | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 11 |
Fair Value Measurements - Warra
Fair Value Measurements - Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Units | ||
Redeemable warrants, beginning balance (in shares) | 19,429,167 | |
Warrants exercised (in shares) | (14,698,782) | |
Exchange of warrants into common stock (in shares) | (4,630,163) | |
Forfeiture of fractional warrants (in shares) | (13) | |
Warrants redeemed (in shares) | (100,209) | |
Fair value remeasurement (in shares) | 0 | |
Redeemable warrants, ending balance (in shares) | 0 | 19,429,167 |
$ | ||
Redeemable warrants, beginning balance | $ 49,933 | |
Warrants exercised | (47,742) | |
Exchange of warrants into common stock | (7,828) | |
Forfeiture of fractional warrants | 0 | |
Warrants redeemed | (10) | |
Fair Value Adjustment of Warrants | 5,647 | $ 2,332 |
Redeemable warrants, ending balance | $ 0 | $ 49,933 |
Fair Value Measurements - Align
Fair Value Measurements - Alignment Shares (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Beginning balance (in shares) | 1,408,750 | 0 |
Alignment Shares assumed upon the Merger (in shares) | 0 | 1,408,750 |
Alignment shares converted (in shares) | (201,250) | 0 |
Fair value remeasurement (in shares) | 0 | 0 |
Ending balance (in shares) | 1,207,500 | 1,408,750 |
$ | ||
Beginning balance | $ 127,474 | $ 0 |
Alignment Shares assumed upon the Merger | 0 | 132,487 |
Alignment Shares converted | (15) | 0 |
Fair value remeasurement | (61,314) | (5,013) |
Ending balance | $ 66,145 | $ 127,474 |
Equity (Details)
Equity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 09, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 988,591,250 | 988,591,250 | 990,000,000 | |
Common stock, issued (in shares) | 158,904,401 | 153,648,830 | ||
Common stock dividends | $ 0 | $ 0 | ||
Alignment shares outstanding (in shares) | 1,207,500 | 1,408,750 | 0 | |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 988,591,250 | 988,591,250 | 988,591,250 | |
Common stock, issued (in shares) | 158,904,401 | 153,648,830 | ||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | ||||
Alignment shares outstanding (in shares) | 1,207,500 | 1,408,750 |
Redeemable Preferred Stock - Ad
Redeemable Preferred Stock - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 09, 2021 | |
Class of Stock [Line Items] | ||||
Costs | $ 0.3 | $ 0.4 | ||
Unpaid costs | 0.1 | |||
Redeemable preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | ||
Redeemable preferred stock, issued (in shares) | 0 | |||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Payment of dividends and commitment fees on Series A preferred stock | 17.8 | |||
Preferred stock dividends paid | $ 21.8 | |||
Accrued dividends | $ 4 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | ||
Redeemable noncontrolling interest, beginning balance | $ 15,527 | $ 18,311 |
Cash contributions | 1,087 | 0 |
Cash distributions | (1,022) | (1,087) |
Assumed noncontrolling interest through business combination | 2,126 | 254 |
Redemption of redeemable noncontrolling interests | (228) | (1,630) |
Net income (loss) attributable to noncontrolling interest | 643 | (321) |
Redeemable noncontrolling interest, ending balance | $ 18,133 | $ 15,527 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Lease liability | $ 98,158 | |
Operating lease asset | $ 0 | 94,463 |
Site lease expense | 4,400 | |
Other long-term liabilities | 5,587 | $ 4,700 |
Lease Agreements | ||
Lessee, Lease, Description [Line Items] | ||
Other long-term liabilities | $ 2,100 |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 6,798 |
Variable lease expense | 1,185 |
Total lease expense | $ 7,983 |
Leases - Supplemental Informati
Leases - Supplemental Information Of Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 6,501 |
Operating lease assets obtained in exchange for new operating lease liabilities | $ 21,123 |
Weighted-average remaining lease term, years | 19 years 8 months 12 days |
Weighted average discount rate | 4.78% |
Leases - Operating Lease Cost_2
Leases - Operating Lease Cost (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 8,042 |
2024 | 8,134 |
2025 | 8,115 |
2026 | 8,187 |
2027 | 8,322 |
Thereafter | 116,328 |
Total | 157,128 |
Less: Present value discount | (58,970) |
Lease liability | $ 98,158 |
Leases - Minimum Future Lease P
Leases - Minimum Future Lease Payment (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 6,035 |
2023 | 6,486 |
2024 | 6,578 |
2025 | 6,564 |
2026 | 6,620 |
Thereafter | 85,494 |
Total lease payments | $ 117,777 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Guarantor Obligations [Line Items] | ||
Guarantor term | 15 years | |
Outstanding non-cancellable commitments | $ 29.5 | |
Performance Guarantee | ||
Guarantor Obligations [Line Items] | ||
Performance guarantee obligations | $ 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) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 09, 2022 $ / MW | |
Related Party Transaction [Line Items] | |||
Due to related parties | $ 112 | $ 0 | |
Due from related parties | 0 | 0 | |
Interest payable | 4,436 | 4,494 | |
CBRE Group, Inc | Minimum | |||
Related Party Transaction [Line Items] | |||
Development fee (in usd per watt) | $ / MW | 0.015 | ||
CBRE Group, Inc | Maximum | |||
Related Party Transaction [Line Items] | |||
Development fee (in usd per watt) | $ / MW | 0.030 | ||
Master Services Agreement | CBRE Group, Inc | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 100 | ||
Payments of related party | 300 | ||
Amended Rated Term Loan | |||
Related Party Transaction [Line Items] | |||
Related party interest expense | 17,600 | 14,900 | |
Interest payable | $ 4,400 | $ 4,500 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Net income attributable to Altus Power, Inc. | $ 55,437 | $ 5,906 | |
Income attributable to participating securities | (433) | (90) | |
Net income attributable to common stockholders - basic | 55,004 | 5,816 | |
Net income attributable to common stockholders - diluted | $ 55,004 | $ 5,816 | |
Weighted-average common shares outstanding – basic (in shares) | 154,648,788 | 92,751,839 | |
Weighted average common shares outstanding – diluted (in shares) | 155,708,993 | 96,603,428 | |
Net income attributable to common stockholders per share - basic (in usd per share) | $ 0.36 | $ 0.06 | |
Net income attributable to common stockholders per share - diluted (in usd per share) | $ 0.35 | $ 0.06 | |
Alignment shares outstanding (in shares) | 1,207,500 | 1,408,750 | 0 |
Restricted Stock Units (RSUs) | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Dilutive shares (in shares) | 536,284 | 2,596,702 | |
Restricted Stock | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Dilutive shares (in shares) | 523,921 | 1,254,887 | |
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 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 7,628 | $ 4,446 |
Additional obligations incurred | 1,681 | 3,024 |
Accretion expense | 266 | 174 |
Liabilities settled or disposed in the current year | 0 | (16) |
Balance at end of period | $ 9,575 | $ 7,628 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jul. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 9,400,000 | $ 100,000 | |
Volatility rate | 70% | ||
Risk-free interest rate | 3.99% | ||
Common stock, issued (in shares) | 158,904,401 | 153,648,830 | |
Class A Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, issued (in shares) | 158,904,401 | 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 | ||
Stock price performance hurdle, third anniversary (in usd per share) | 19.53 | ||
Stock price performance hurdle, fifth anniversary (in usd per share) | 24.41 | ||
Stock price performance hurdle, fourth anniversary (in usd per share) | $ 30.51 | ||
Percent of increase in authorized shares | 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 | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of increase in authorized shares | 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 | ||
Stock-based compensation | $ 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 | $ 33,200,000 | $ 200,000 | |
Weighted average period of recognition | 3 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 | 244,328 | |
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 | 840,000 | |
Restricted Stock Units (RSUs) | Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 9,400,000 | ||
Performance-Based Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility rate | 70% | ||
Risk-free interest rate | 1.94% | ||
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% |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of RSU activity (Details) - Restricted Stock Units (RSUs) - Omnibus Incentive Plan | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of RSUs Outstanding | |
Balances as of December 31, 2021 (in shares) | shares | 0 |
RSUs granted (in shares) | shares | 8,105,539 |
RSUs forfeited (in shares) | shares | (65,650) |
Balances as of December 31, 2022 (in shares) | shares | 8,039,889 |
Weighted-Average Grant Date Fair Value Per Share | |
Balances as of December 31, 2021 (in usd per share) | $ / shares | $ 0 |
RSUs granted (in usd per share) | $ / shares | 5.27 |
RSUs forfeited (in usd per share) | $ / shares | 7.40 |
Balances as of December 31, 2022 (in usd per share) | $ / shares | $ 5.25 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | (2) | 76 |
Total current expense | (2) | 76 |
Deferred: | ||
Federal | 1,051 | (1,518) |
State | 27 | 1,737 |
Total deferred expense | 1,078 | 219 |
Income tax expense | $ 1,076 | $ 295 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit – computed as 21% of pretax loss | $ 11,181 | $ 2,793 |
Effect of noncontrolling interests and redeemable noncontrolling interests | 691 | (1,491) |
State tax, net of federal benefit | (138) | 1,138 |
State valuation allowance | 158 | 294 |
Transaction costs related to the Merger | (12) | (1,713) |
Transaction costs related to the Merger (return to provision) | (678) | 0 |
Effect of tax credits | (75) | (28) |
Stock Based Compensation | 1,614 | 0 |
Change in fair value of redeemable warrant and Alignment Shares liability | (11,690) | (563) |
Other | 25 | (135) |
Income tax expense | $ 1,076 | $ 295 |
Effective income tax rate | 2% | 2.20% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 65,128 | $ 42,814 |
Intangible liabilities | 594 | 807 |
Deferred financing costs | 3,029 | 271 |
Tax credits | 690 | 615 |
Operating lease liability | 17,830 | 528 |
Asset retirement obligation | 2,490 | 2,018 |
Stock-based compensation | 609 | 73 |
Sec. 163(j) interest limitation | 16,749 | 11,776 |
Total deferred tax assets | 107,119 | 58,902 |
Valuation allowance | (795) | (633) |
Net deferred tax assets | 106,324 | 58,269 |
Deferred tax liabilities: | ||
Property, plant and equipment | (58,040) | (34,918) |
Intangible assets | (692) | (784) |
Operating lease asset | (16,868) | 0 |
Derivative asset | (876) | 0 |
Investments in partnerships | (40,859) | (32,170) |
Total deferred tax liabilities | (117,335) | (67,872) |
Net deferred tax liability | $ (11,011) | $ (9,603) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
US federal net operating loss carryforwards | $ 262,400,000 | $ 177,400,000 |
Net operating loss carryforwards | 225,300,000 | |
State net operating loss carryforwards | 155,400,000 | 87,700,000 |
Valuation allowance | 795,000 | 633,000 |
Interest expense limitation carryforward | 66,100,000 | 45,400,000 |
Unrecognized tax positions | 0 | |
Internal Revenue Code Section 382 | ||
Operating Loss Carryforwards [Line Items] | ||
US federal net operating loss carryforwards | $ 48,400,000 | $ 48,400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Feb. 15, 2023 USD ($) MW | Jan. 31, 2023 USD ($) |
Forward Starting Interest Rate Swap | Cash Flow Hedging | Designated as Hedging Instrument | ||
Subsequent Event [Line Items] | ||
Notional amounts | $ 250 | |
Forward starting swap, fixed rate | 0.0300 | |
Forward Starting Interest Rate Swap | Cash Flow Hedging | Designated as Hedging Instrument | SOFR | ||
Subsequent Event [Line Items] | ||
Forward starting swap, term | 10 years | |
APAF III Term Loan | ||
Subsequent Event [Line Items] | ||
Line of credit outstanding | $ 204 | |
Interest rate | 5.62% | |
True Green II Acquisition | ||
Subsequent Event [Line Items] | ||
Nameplate capacity | MW | 220 | |
Consideration transferred | $ 293 | |
Current borrowing capacity | 193 | |
Business acquisition expected to be paid | 10.9 | |
Remaining borrowing capacity | $ 10.6 |