Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-04321 | |
Entity Registrant Name | ALTUS POWER, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3448396 | |
Entity Address, Address Line One | 2200 Atlantic Street, Sixth Floor | |
Entity Address, City or Town | Stamford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06902 | |
City Area Code | 203 | |
Local Phone Number | 698-0090 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | AMPS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001828723 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 158,989,953 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 996,188 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Operating revenues, net | $ 45,079 | $ 30,438 | $ 120,970 | $ 74,399 |
Operating expenses | ||||
Cost of operations (exclusive of depreciation and amortization shown separately below) | 7,825 | 4,488 | 21,382 | 12,842 |
General and administrative | 8,194 | 6,560 | 23,847 | 19,502 |
Depreciation, amortization and accretion expense | 13,719 | 7,134 | 38,054 | 20,819 |
Acquisition and entity formation costs | 268 | 237 | 3,128 | 583 |
Loss (gain) on fair value remeasurement of contingent consideration | 50 | 825 | 150 | (146) |
(Gain) loss on disposal of property, plant and equipment | 0 | (2,222) | 649 | (2,222) |
Stock-based compensation | 4,176 | 2,708 | 11,304 | 6,670 |
Total operating expenses | 34,232 | 19,730 | 98,514 | 58,048 |
Operating income | 10,847 | 10,708 | 22,456 | 16,351 |
Other (income) expense | ||||
Change in fair value of redeemable warrant liability | 0 | 29,564 | 0 | 6,447 |
Change in fair value of Alignment Shares liability | (3,508) | 72,418 | (23,331) | 9,367 |
Other expense (income), net | 339 | (2,267) | 1,569 | (2,860) |
Interest expense, net | 9,180 | 5,657 | 30,150 | 15,768 |
Total other expense | 6,011 | 105,372 | 8,388 | 28,722 |
Income (loss) before income tax expense | 4,836 | (94,664) | 14,068 | (12,371) |
Income tax benefit (expense) | 1,940 | (1,964) | (77) | (2,548) |
Net income (loss) | 6,776 | (96,628) | 13,991 | (14,919) |
Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests | 1,446 | 352 | (3,781) | (2,473) |
Net income (loss) attributable to Altus Power, Inc. | $ 5,330 | $ (96,980) | $ 17,772 | $ (12,446) |
Net income (loss) per share attributable to common stockholders | ||||
Basic (in usd per share) | $ 0.03 | $ (0.63) | $ 0.11 | $ (0.08) |
Diluted (in usd per share) | $ 0.03 | $ (0.63) | $ 0.11 | $ (0.08) |
Weighted average shares used to compute net income (loss) per share attributable to common stockholders | ||||
Basic (in shares) | 158,719,684 | 154,455,228 | 158,687,373 | 153,482,503 |
Diluted (in shares) | 160,198,154 | 154,455,228 | 160,965,682 | 153,482,503 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 6,776 | $ (96,628) | $ 13,991 | $ (14,919) |
Other comprehensive income | ||||
Foreign currency translation adjustment | 0 | 0 | 9 | 0 |
Unrealized gain on a cash flow hedge, net of tax | 8,422 | 0 | 11,421 | 0 |
Other comprehensive income, net of tax | 8,422 | 0 | 11,430 | 0 |
Total comprehensive income | 15,198 | (96,628) | 25,421 | (14,919) |
Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests | 1,446 | 352 | (3,781) | (2,473) |
Comprehensive income attributable to Altus Power, Inc. | $ 13,752 | $ (96,980) | $ 29,202 | $ (12,446) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 68,184 | $ 193,016 |
Current portion of restricted cash | 3,802 | 2,404 |
Accounts receivable, net | 23,385 | 13,443 |
Other current assets | 2,686 | 6,206 |
Total current assets | 98,057 | 215,069 |
Restricted cash, noncurrent portion | 12,002 | 3,978 |
Property, plant and equipment, net | 1,447,711 | 1,005,147 |
Intangible assets, net | 47,103 | 47,627 |
Operating lease asset | 152,865 | 94,463 |
Derivative assets | 19,071 | 3,953 |
Other assets | 7,630 | 6,651 |
Total assets | 1,784,439 | 1,376,888 |
Current liabilities: | ||
Accounts payable | 4,985 | 2,740 |
Construction payable | 10,791 | 9,038 |
Interest payable | 8,495 | 4,436 |
Purchase price payable, current | 22,495 | 12,077 |
Current portion of long-term debt, net | 34,111 | 29,959 |
Operating lease liability, current | 3,670 | 3,339 |
Contract liability, current | 3,377 | 2,590 |
Total current liabilities | 96,600 | 68,228 |
Alignment Shares liability | 42,803 | 66,145 |
Long-term debt, net of unamortized debt issuance costs and current portion | 908,034 | 634,603 |
Intangible liabilities, net | 14,043 | 12,411 |
Purchase price payable, noncurrent | 0 | 6,940 |
Asset retirement obligations | 14,427 | 9,575 |
Operating lease liability, noncurrent | 158,430 | 94,819 |
Contract liability, noncurrent | 6,075 | 5,397 |
Deferred tax liabilities, net | 14,426 | 11,011 |
Other long-term liabilities | 2,928 | 4,700 |
Total liabilities | 1,257,766 | 913,829 |
Commitments and contingent liabilities (Note 11) | ||
Redeemable noncontrolling interests | 23,601 | 18,133 |
Stockholders' equity | ||
Common stock $0.0001 par value; 988,591,250 shares authorized as of September 30, 2023, and December 31, 2022; 158,989,953 and 158,904,401 shares issued and outstanding as of September 30, 2023, and December 31, 2022 | 16 | 16 |
Additional paid-in capital | 482,634 | 470,004 |
Accumulated deficit | (28,147) | (45,919) |
Accumulated other comprehensive income | 11,430 | 0 |
Total stockholders' equity | 465,933 | 424,101 |
Noncontrolling interests | 37,139 | 20,825 |
Total equity | 503,072 | 444,926 |
Total liabilities, redeemable noncontrolling interests, and equity | 1,784,439 | 1,376,888 |
Related Party | ||
Current liabilities: | ||
Other current liabilities | 53 | 112 |
Nonrelated Party | ||
Current liabilities: | ||
Other current liabilities | $ 8,623 | $ 3,937 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
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) | 158,989,953 | 158,904,401 |
Common stock, outstanding (in shares) | 158,989,953 | 158,904,401 |
Assets of consolidated VIEs, included in total assets above: | ||
Current portion of restricted cash | $ 3,802,000 | $ 2,404,000 |
Accounts receivable, net | 23,385,000 | 13,443,000 |
Other current assets | 2,686,000 | 6,206,000 |
Restricted cash, noncurrent portion | 12,002,000 | 3,978,000 |
Property, plant and equipment, net | 1,447,711,000 | 1,005,147,000 |
Intangible assets, net | 47,103,000 | 47,627,000 |
Operating lease asset | 152,865,000 | 94,463,000 |
Other assets | 7,630,000 | 6,651,000 |
Total assets of consolidated VIEs | 1,784,439,000 | 1,376,888,000 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 4,985,000 | 2,740,000 |
Construction payable | 10,791,000 | 9,038,000 |
Purchase price payable, current | 22,495,000 | 12,077,000 |
Operating lease liability, current | 3,670,000 | 3,339,000 |
Current portion of long-term debt, net | 34,111,000 | 29,959,000 |
Contract liability, current | 3,377,000 | 2,590,000 |
Long-term debt, less current portion | 908,034,000 | 634,603,000 |
Intangible liabilities, net | 14,043,000 | 12,411,000 |
Asset retirement obligations | 14,427,000 | 9,575,000 |
Operating lease liability, noncurrent | 158,430,000 | 94,819,000 |
Contract liability, noncurrent | 0 | |
Other long-term liabilities | 2,928,000 | 4,700,000 |
Total liabilities of consolidated VIEs | 1,257,766,000 | 913,829,000 |
Variable Interest Entity, Primary Beneficiary | ||
Assets of consolidated VIEs, included in total assets above: | ||
Cash | 13,891,000 | 11,652,000 |
Current portion of restricted cash | 1,037,000 | 1,152,000 |
Accounts receivable, net | 11,782,000 | 2,952,000 |
Other current assets | 267,000 | 678,000 |
Restricted cash, noncurrent portion | 3,019,000 | 1,762,000 |
Property, plant and equipment, net | 725,799,000 | 401,711,000 |
Intangible assets, net | 5,997,000 | 5,308,000 |
Operating lease asset | 60,288,000 | 36,211,000 |
Other assets | 2,058,000 | 591,000 |
Total assets of consolidated VIEs | 824,138,000 | 462,017,000 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 754,000 | 454,000 |
Construction payable | 4,362,000 | 0 |
Purchase price payable, current | 219,000 | 0 |
Operating lease liability, current | 1,333,000 | 2,742,000 |
Current portion of long-term debt, net | 3,022,000 | 2,336,000 |
Contract liability, current | 484,000 | 0 |
Other current liabilities | 384,000 | 199,000 |
Long-term debt, less current portion | 39,143,000 | 33,332,000 |
Intangible liabilities, net | 2,076,000 | 1,899,000 |
Asset retirement obligations | 7,990,000 | 4,438,000 |
Operating lease liability, noncurrent | 63,197,000 | 33,204,000 |
Contract liability, noncurrent | 3,985,000 | 0 |
Other long-term liabilities | 1,771,000 | 565,000 |
Total liabilities of consolidated VIEs | $ 128,720,000 | $ 79,169,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (unaudited) - USD ($) $ in Thousands | Total | Public And Placement Warrants | Class A Common Stock | Total Stockholders' Equity | Total Stockholders' Equity Public And Placement Warrants | Total Stockholders' Equity Class A Common Stock | Common Stock | Common Stock Public And Placement Warrants | Common Stock Class A Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Public And Placement Warrants | Additional Paid-in Capital Class A Common Stock | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Non Controlling Interests |
Beginning balance (in shares) at Dec. 31, 2021 | 153,648,830 | ||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 326,011 | $ 304,918 | $ 15 | $ 406,259 | $ 0 | $ (101,356) | $ 21,093 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | 6,670 | 6,670 | 6,670 | ||||||||||||
Cash distributions to noncontrolling interests | (1,188) | (1,188) | |||||||||||||
Cash contributions from noncontrolling interests | 2,133 | 2,133 | |||||||||||||
Equity issuance costs | (712) | (712) | (712) | ||||||||||||
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) | 2,934,466 | ||||||||||||||
Exercised warrants | 35,859 | 35,859 | $ 1 | 35,858 | |||||||||||
Other comprehensive income | 0 | ||||||||||||||
Net income (loss) | (15,349) | (12,446) | (12,446) | (2,903) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 157,696,560 | ||||||||||||||
Ending balance at Sep. 30, 2022 | 361,218 | 342,083 | $ 16 | 455,869 | 0 | (113,802) | 19,135 | ||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 154,718,268 | ||||||||||||||
Beginning balance at Jun. 30, 2022 | 418,720 | 400,025 | $ 15 | 416,832 | 0 | (16,822) | 18,695 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | 2,708 | 2,708 | 2,708 | ||||||||||||
Cash distributions to noncontrolling interests | (522) | (522) | |||||||||||||
Cash contributions from noncontrolling interests | 1,069 | 1,069 | |||||||||||||
Conversion of convertible securities (in shares) | 43,826 | ||||||||||||||
Conversion of convertible securities | $ 471 | $ 471 | $ 471 | ||||||||||||
Exercised warrants (in shares) | 2,934,466 | ||||||||||||||
Exercised warrants | 35,859 | 35,859 | $ 1 | 35,858 | |||||||||||
Other comprehensive income | 0 | ||||||||||||||
Net income (loss) | (97,087) | (96,980) | (96,980) | (107) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 157,696,560 | ||||||||||||||
Ending balance at Sep. 30, 2022 | $ 361,218 | 342,083 | $ 16 | 455,869 | 0 | (113,802) | 19,135 | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 158,904,401 | 158,904,401 | |||||||||||||
Beginning balance at Dec. 31, 2022 | $ 444,926 | 424,101 | $ 16 | 470,004 | 0 | (45,919) | 20,825 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation (in shares) | 83,541 | ||||||||||||||
Stock-based compensation | 11,245 | 11,245 | 11,245 | ||||||||||||
Cash distributions to noncontrolling interests | (1,577) | (1,577) | |||||||||||||
Cash contributions from noncontrolling interests | 8,347 | 8,347 | |||||||||||||
Conversion of convertible securities (in shares) | 2,011 | ||||||||||||||
Conversion of convertible securities | $ 11 | $ 11 | $ 11 | ||||||||||||
Noncontrolling interests assumed through acquisitions | 13,500 | 13,500 | |||||||||||||
Redemption of redeemable non-controlling interests | 1,374 | 1,374 | 1,374 | ||||||||||||
Other comprehensive income | 11,430 | 11,430 | 11,430 | ||||||||||||
Net income (loss) | $ 13,816 | 17,772 | 17,772 | (3,956) | |||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 158,989,953 | 158,989,953 | |||||||||||||
Ending balance at Sep. 30, 2023 | $ 503,072 | 465,933 | $ 16 | 482,634 | 11,430 | (28,147) | 37,139 | ||||||||
Beginning balance (in shares) at Jun. 30, 2023 | 158,989,953 | ||||||||||||||
Beginning balance at Jun. 30, 2023 | 482,451 | 448,005 | $ 16 | 478,458 | 3,008 | (33,477) | 34,446 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | 4,176 | 4,176 | 4,176 | ||||||||||||
Cash distributions to noncontrolling interests | (562) | (562) | |||||||||||||
Cash contributions from noncontrolling interests | 2,073 | 2,073 | |||||||||||||
Other comprehensive income | 8,422 | 8,422 | 8,422 | ||||||||||||
Net income (loss) | $ 6,512 | 5,330 | 5,330 | 1,182 | |||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 158,989,953 | 158,989,953 | |||||||||||||
Ending balance at Sep. 30, 2023 | $ 503,072 | $ 465,933 | $ 16 | $ 482,634 | $ 11,430 | $ (28,147) | $ 37,139 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ 13,991 | $ (14,919) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation, amortization and accretion | 38,054 | 20,819 |
Non-cash lease expense | 467 | 0 |
Deferred tax expense | 67 | 2,370 |
Amortization of debt discount and financing costs | 2,657 | 2,151 |
Change in fair value of redeemable warrant liability | 0 | 6,447 |
Change in fair value of Alignment Shares liability | (23,331) | 9,367 |
Remeasurement of contingent consideration | 150 | (146) |
Loss (gain) on disposal of property, plant and equipment | 649 | (2,222) |
Stock-based compensation | 11,245 | 6,670 |
Other | 243 | (171) |
Changes in assets and liabilities, excluding the effect of acquisitions | ||
Accounts receivable | (5,668) | (6,405) |
Due to related parties | (59) | 0 |
Derivative assets | (52) | (2,387) |
Other assets | 3,236 | 2,927 |
Accounts payable | 2,245 | (1,209) |
Interest payable | 4,059 | (2) |
Contract liability | 346 | 0 |
Other liabilities | 797 | 1,549 |
Net cash provided by operating activities | 49,096 | 24,839 |
Cash flows used for investing activities | ||
Capital expenditures | (89,344) | (35,670) |
Payments to acquire renewable energy businesses, net of cash and restricted cash acquired | (313,292) | 0 |
Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired | (28,259) | (13,342) |
Proceeds from disposal of property, plant and equipment | 2,350 | 3,605 |
Other | 0 | 496 |
Net cash used for investing activities | (428,545) | (44,911) |
Cash flows used for financing activities | ||
Proceeds from issuance of long-term debt | 311,642 | 0 |
Repayment of long-term debt | (41,900) | (13,301) |
Payment of debt issuance costs | (2,969) | (68) |
Payment of deferred purchase price payable | (4,531) | 0 |
Payment of equity issuance costs | 0 | (744) |
Payment of contingent consideration | 0 | (72) |
Cash proceeds from public warrant exercise | 0 | 19 |
Contributions from noncontrolling interests | 8,347 | 3,220 |
Redemption of redeemable noncontrolling interests | (3,224) | 0 |
Distributions to noncontrolling interests | (3,326) | (1,914) |
Net cash provided by (used for) financing activities | 264,039 | (12,860) |
Net decrease in cash, cash equivalents, and restricted cash | (115,410) | (32,932) |
Cash, cash equivalents, and restricted cash, beginning of period | 199,398 | 330,321 |
Cash, cash equivalents, and restricted cash, end of period | 83,988 | 297,389 |
Supplemental cash flow disclosure | ||
Cash paid for interest | 25,107 | 14,927 |
Cash paid for taxes | 85 | 99 |
Non-cash investing and financing activities | ||
Asset retirement obligations | 4,291 | 276 |
Debt assumed through acquisitions | 7,883 | 11,948 |
Noncontrolling interest assumed through acquisitions | 13,500 | 2,125 |
Redeemable noncontrolling interest assumed through acquisitions | 11,341 | 0 |
Acquisitions of property and equipment included in construction payable | 1,730 | 0 |
Acquisitions of property, plant and equipment included in other current liabilities | 0 | 4,004 |
Conversion of Alignment Shares into common stock | 11 | 15 |
Deferred purchase price payable | 7,606 | 0 |
Construction loan conversion | 0 | (4,186) |
Term loan conversion | 0 | 4,186 |
Exchange of warrants into common stock | 0 | 7,779 |
Warrants exercised on a cashless basis | $ 0 | $ 35,858 |
General
General | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General Company Overview Altus Power, Inc., a Delaware corporation (the “ Company ” or " Altus Power "), headquartered in Stamford, Connecticut, develops, owns, constructs and operates large-scale roof, ground and carport-based photovoltaic solar energy generation and storage systems, for the purpose of producing and selling electricity to credit worthy counterparties, including commercial and industrial, public sector and community solar customers, under long-term contracts. The solar 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 Second Merger Sub (after merger with Legacy Altus) changed its name to "Altus Power, LLC." |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company prepares its unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and regulations of the U.S. Securities and Exchange Commission (" SEC ") for interim financial reporting. The Company’s condensed consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest. All intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, filed with the Company’s 2022 annual report on Form 10-K on March 30, 2023, and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The information as of December 31, 2022, included in the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of September 30, 2023, and the results of operations and cash flows for the three and nine months ended September 30, 2023, and 2022. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual period. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year financial statement presentation. Such reclassifications have no impact on previously reported net income, stockholders' equity, or cash flows. For the year ended December 31, 2022, $2.6 million was reclassified from other current liabilities to contract liability, current on the condensed consolidated balance sheet. This change had no impact on total current liabilities reported in the consolidated balance sheet. Further, for the nine months ended September 30, 2022, $2.4 million was reclassified from unrealized gain on interest rate swaps in the adjustments to reconcile net income to net cash from operating activities section of the condensed consolidated statements of cash flows to derivative assets in the changes in assets, and liabilities, excluding the effect of acquisitions section of the condensed consolidated cash flows. This change had no impact on cash provided by operating activities in the consolidated statement of cash flows. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“ AROs ”), contingent consideration, derivative instruments, and Class B common stock, par value $0.0001 per share (" Alignment Shares "). Segment Information Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers are the co-chief executive officers. Based on the financial information presented to and reviewed by the chief operating decision makers in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined it operates as a single operating segment and has one reportable segment, which includes revenue under power purchase agreements, revenue from net metering credit agreements, solar renewable energy credit revenue, rental income, performance based incentives and other revenue. The Company’s principal operations, revenue and decision-making functions are located in the United States. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents includes all cash balances on deposit with financial institutions and readily marketable securities with original maturity dates of three months or less at the time of acquisition and are denominated in U.S. dollars. Pursuant to the budgeting process, the Company maintains certain cash and cash equivalents on hand for possible equipment replacement related costs. The Company records cash that is restricted as to withdrawal or use under the terms of certain contractual agreements as restricted cash. Restricted cash is included in current portion of restricted cash and restricted cash, noncurrent portion on the condensed consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following: As of September 30, 2023 As of December 31, 2022 Cash and cash equivalents $ 68,184 $ 193,016 Current portion of restricted cash 3,802 2,404 Restricted cash, noncurrent portion 12,002 3,978 Total $ 83,988 $ 199,398 Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances. The Company had no customers that individually accounted for over 10% of total accounts receivable, net as of September 30, 2023, no customers that individually accounted over 10% of total operating revenues, net for the three months ended September 30, 2023, and one customer that individually accounted for over 10% (i.e., 11.5%) of total operating revenues, net for the nine months ended September 30, 2023. The Company had one customer that individually accounted for over 10% (i.e., 28.0%) of total accounts receivable, net as of December 31, 2022. The Company had one customer that individually accounted for over 10% (i.e., 19.8%) of total operating revenues, net for the three months ended September 30, 2022 and, one customer that individually accounted for over 10% (i.e., 13.8%), of total operating revenues, net for the nine months ended September 30, 2022. Accounting Pronouncements As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recent Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board (" FASB ") issued Accounting Standards Update (" ASU ") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and has since released various amendments including ASU No. 2019-04 . 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. The Company has adopted this standard as of January 1, 2023 and the adoption did not have a material impact on the condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification (" ASC ") 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, and was adopted by the Company on January 1, 2023. The Company applied the provisions of ASU 2021-08 |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Disaggregation of Total Operating Revenues, net The following table presents the detail of total operating revenues, net as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Power sales under PPAs $ 17,442 $ 7,144 $ 43,079 $ 18,058 Power sales under NMCAs 13,846 9,187 33,970 20,908 Power sales on wholesale markets 550 1,783 1,474 3,519 Total revenue from power sales 31,838 18,114 78,523 42,485 Solar renewable energy credit revenue 9,753 11,100 33,346 28,521 Rental income 586 905 2,198 2,334 Performance based incentives 1,925 319 4,487 1,059 Revenue recognized on contract liabilities 977 — 2,416 — Total operating revenues, net $ 45,079 $ 30,438 $ 120,970 $ 74,399 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets: As of September 30, 2023 As of December 31, 2022 Power sales under PPAs $ 8,096 $ 4,092 Power sales under NMCAs 9,569 3,183 Power sales on wholesale markets 26 223 Total power sales 17,691 7,498 Solar renewable energy credits 4,724 5,387 Rental income 523 429 Performance based incentives 447 129 Total $ 23,385 $ 13,443 Payment is typically received within 30 days for invoiced revenue as part of power purchase agreements (“ PPAs ”) and net metering credit agreements (“ NMCAs ”). Receipt of payment relative to invoice date varies by customer for renewable energy credits (" SRECs "). As of both September 30, 2023, and December 31, 2022, the Company determined that the allowance for credit losses is $0.6 million. |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Disaggregation of Total Operating Revenues, net The following table presents the detail of total operating revenues, net as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Power sales under PPAs $ 17,442 $ 7,144 $ 43,079 $ 18,058 Power sales under NMCAs 13,846 9,187 33,970 20,908 Power sales on wholesale markets 550 1,783 1,474 3,519 Total revenue from power sales 31,838 18,114 78,523 42,485 Solar renewable energy credit revenue 9,753 11,100 33,346 28,521 Rental income 586 905 2,198 2,334 Performance based incentives 1,925 319 4,487 1,059 Revenue recognized on contract liabilities 977 — 2,416 — Total operating revenues, net $ 45,079 $ 30,438 $ 120,970 $ 74,399 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets: As of September 30, 2023 As of December 31, 2022 Power sales under PPAs $ 8,096 $ 4,092 Power sales under NMCAs 9,569 3,183 Power sales on wholesale markets 26 223 Total power sales 17,691 7,498 Solar renewable energy credits 4,724 5,387 Rental income 523 429 Performance based incentives 447 129 Total $ 23,385 $ 13,443 Payment is typically received within 30 days for invoiced revenue as part of power purchase agreements (“ PPAs ”) and net metering credit agreements (“ NMCAs ”). Receipt of payment relative to invoice date varies by customer for renewable energy credits (" SRECs "). As of both September 30, 2023, and December 31, 2022, the Company determined that the allowance for credit losses is $0.6 million. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company consolidates all variable interest entities (“ VIEs ”) in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a VIE is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is required to consolidate the VIE and to disclose certain information about its significant variable interests in the VIE. The primary beneficiary of a VIE is the entity that has both 1) the power to direct the activities that most significantly impact the entity’s economic performance and 2) the obligations to absorb losses or receive benefits that could potentially be significant to the VIE. The Company participates in certain partnership arrangements that qualify as VIEs. Consolidated VIEs consist primarily of tax equity financing arrangements and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights. The Company, through its subsidiaries, is the primary beneficiary of such VIEs, because as the manager, it has the power to direct the day-to-day operating activities of the entity. In addition, the Company is exposed to economics that could potentially be significant to the entity given its ownership interest, therefore, has consolidated the VIEs as of September 30, 2023, and December 31, 2022. No VIEs were deconsolidated during the nine months ended September 30, 2023 and 2022. The obligations of the consolidated VIEs discussed in the following paragraphs are nonrecourse to the Company. In certain instances where the Company establishes a new tax equity structure, the Company is required to provide liquidity in accordance with the contractual agreements. The Company has no requirement to provide liquidity to purchase assets or guarantee performance of the VIEs unless further noted in the following paragraphs. The Company made certain contributions during the nine months ended September 30, 2023 and 2022, as determined in the respective operating agreement. The carrying amounts and classification of the consolidated VIE assets and liabilities included in condensed consolidated balance sheets are as follows: As of September 30, 2023 As of December 31, 2022 Current assets $ 26,977 $ 16,434 Non-current assets 797,161 445,583 Total assets $ 824,138 $ 462,017 Current liabilities $ 10,558 $ 5,731 Non-current liabilities 118,162 73,438 Total liabilities $ 128,720 $ 79,169 The amounts shown in the table above exclude intercompany balances which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations, and all of the liabilities in the table above can only be settled using VIE resources. The Company has not identified any VIEs during the nine months ended September 30, 2023 and 2022, 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. As of September 30, 2023 and December 31, 2022, the Company consolidated thirty-six and twenty-six VIEs, respectively. No VIEs were deemed significant as of September 30, 2023 and December 31, 2022. On January 11, 2023, the Company completed an acquisition through obtaining a controlling financial interest in a VIE which owns and operates a single 2.7 MW solar generating facility. The Company acquired a controlling financial interest by entering into an asset management agreement which provides the Company with the power to direct the operating activities of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. Concurrent with the asset management agreement, the Company entered into a Membership Interest Purchase Agreement (" MIPA ") to acquire all of the outstanding equity interests in the VIE on May 30, 2023. The entire purchase price of $3.8 million was paid on January 11, 2023. As a result of this acquisition, the Company recognized property, plant and equipment of $3.9 million, $0.7 million of operating lease asset, $0.7 million of operating lease liability, and asset retirement obligations of $0.1 million in the unaudited condensed consolidated balance sheet. Pursuant to the MIPA, the Company acquired all of the outstanding equity interests in the entity on May 30, 2023. On August 3, 2023, the Company completed an acquisition through obtaining a controlling financial interest in two VIEs which own and operate two solar generating facilities totaling 1.4MW of installed capacity. The Company acquired a controlling financial interest by entering into asset management agreements which provide the Company with the power to direct the operating activities of the VIEs and the obligation to absorb losses or receive benefits that could potentially be significant to the VIEs. Concurrent with the asset management agreements, the Company entered into a fixed-price option to acquire 100% of equity interest in these VIEs in 2026, whereby $2 million was paid on August 3, 2023 and $0.2 million will be paid when the options are exercised. As a result of this acquisition, the Company recognized property, plant, and equipment of $2.1 million , $0.1 million of intangible assets, $0.1 million of asset retirement obligations, and $0.2 million of noncontrolling interests in the unaudited condensed consolidated balance sheet. As discussed in Note 5, on February 15, 2023 the Company completed the True Green II Acquisition through its purchase of all outstanding membership interests in APAF III Operating, LLC from True Green Capital Fund III, L.P. Through the True Green II Acquisition, the Company acquired eleven VIEs that consist primarily of tax equity financing arrangements and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights. The Company, through its subsidiaries, is the primary beneficiary of these VIEs because as the manager, it has the power to direct the day-to-day operating activities of the entity, and is exposed to economics that could potentially be significant to the entities through its ownership interests. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2023 Acquisitions Marshall Street Acquisition On July 13, 2023, the Company acquired a solar energy facility and a battery energy storage system located in Massachusetts with nameplate capacities of 10.3 MW and 5 MW, respectively, for a total purchase price of $24.4 million (" Marshall Street Acquisition "). The Marshall Street Acquisition was made pursuant to the membership interest purchase agreement dated July 13, 2023, through which the Company acquired 100% ownership interest in SRD Marshall MM, LLC, and was entered into by the Company to grow its portfolio of solar energy facilities. The Company accounted for the Marshall Street 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 July 13, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The assets acquired and liabilities assumed are recognized provisionally on the condensed consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired tangible and intangible assets. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than July 13, 2024. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on July 13, 2023: Assets Accounts receivable $ 273 Property, plant and equipment 28,798 Operating lease asset 891 Total assets acquired 29,962 Liabilities Construction payable 1,885 Asset retirement obligation 256 Operating lease liability 391 Total liabilities assumed 2,532 Redeemable non-controlling interests 3,040 Total fair value of consideration transferred $ 24,390 The fair value of consideration transferred as of July 13, 2023, is determined as follows: Cash consideration paid to seller on closing $ 2,820 Cash consideration paid to settle debt on behalf of seller 21,570 Total fair value of consideration transferred 24,390 The Company incurred approximately $0.1 million of acquisition related costs related to the Marshall Street Acquisition, which are recorded as part of Acquisition and entity formation costs in the condensed consolidated statement of operations for the nine months ended September 30, 2023. Acquisition related costs include legal, consulting, and other transaction-related costs. The impact of the Marshall Street Acquisition on the Company's revenue and net income in the condensed consolidated statement of operations was an increase of $0.4 million and $0.1 million, respectively, for the nine months ended September 30, 2023. Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the Marshall Street Acquisition as if it had occurred on January 1, 2022. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the Marshall Street Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the three months ended September 30, 2023 (unaudited) For the three months ended September 30, 2022 (unaudited) For the nine months ended September 30, 2023 (unaudited) For the nine months ended September 30, 2022 (unaudited) Operating revenues $ 45,079 $ 30,877 $ 122,685 $ 77,087 Net income 6,776 (96,258) 15,474 (12,609) Asset Acquisitions During 2023, the Company acquired solar energy facilities located in Rhode Island, California, and Massachusetts with a total nameplate capacity of 10.1 MW from third parties for a total purchase price of $15.3 million. As of September 30, 2023, $0.3 million of total consideration remained payable to sellers and was included as purchase price payable on the condensed consolidated balance sheet. The acquisitions were accounted for as acquisitions of assets, whereby the Company acquired $16.2 million of property, plant and equipment and $1.7 million of operating lease assets, and assumed $1.7 million of operating lease liabilities, $0.5 million of intangible liabilities, and $0.2 million of asset retirement obligations. The intangible liabilities are associated with unfavorable rate power purchase agreements and have a weighted average amortization period of 6 years. Acquisitions of VIEs During 2023, the Company acquired solar energy facilities located in Massachusetts and Maine with a total nameplate capacity of 5.5 MW from third parties for a total purchase price of $10.7 million. As of September 30, 2023, $0.2 million of total consideration remained payable to sellers and was included as purchase price payable on the condensed consolidated balance sheet. The acquisitions were accounted for as acquisitions of variable interest entities that do not constitute a business (refer to Note 4, "Variable Interest Entities"). The Company acquired $11.0 million of property, plant and equipment and $1.5 million of operating lease assets, and assumed $1.4 million of operating lease liabilities, $0.1 million of asset retirement obligations, and $0.2 million of redeemable noncontrolling interests. True Green II Acquisition On February 15, 2023, APA Finance III, LLC (" APAF III "), a wholly-owned subsidiary of the Company, acquired a 220 MW portfolio of 55 operating and 3 in-development solar energy facilities located across eight US states (the “ True Green II Acquisition ”). The portfolio was acquired from True Green Capital Fund III, L.P. (“ True Green ”) for total consideration of approximately $299.9 million. The purchase price and associated transaction costs were funded by the proceeds from the APAF III Term Loan (as defined in Note 6, "Debt") and cash on hand. The True Green II Acquisition was made pursuant to the purchase and sale agreement (the " PSA ") dated December 23, 2022, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in APAF III Operating, LLC, a holding entity that owns the acquired solar energy facilities. The Company accounted for the True Green II Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on February 15, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The assets acquired and liabilities assumed are recognized provisionally on the condensed consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired tangible and intangible assets. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than February 15, 2024. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional accounting recognized. These adjustments consist of an increase in Property, plant, and equipment of $0.8 million, a decrease in Operating lease asset of $0.7 million, an increase in Other assets of $0.8 million, a decrease in Long-term debt of $0.2 million, a decrease in Operating lease liability of $1.9 million, an increase in Other liabilities of $1.9 million, and an increase in Non-controlling interests of $0.2 million due to the clarification of information utilized to determine fair value during the measurement period. Additionally, the Company recorded a measurement period adjustment of $0.7 million to increase the fair value of consideration transferred, $0.4 million to decrease Accounts receivable, and $0.1 million to increase Property, plant, and equipment as a result of reconciling working capital adjustments with the seller. The following table presents the updated preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on February 15, 2023 and inclusive of the measurement period adjustments discussed above: Provisional accounting as of February 15, 2023 Measurement period adjustments Adjusted provisional accounting as of February 15, 2023 Assets Accounts receivable $ 4,358 $ (357) $ 4,001 Property, plant and equipment 334,958 914 335,872 Intangible assets 850 — 850 Operating lease asset 32,053 (742) 31,311 Other assets 1,739 835 2,574 Total assets acquired 373,958 650 374,608 Liabilities Long-term debt (1) 8,100 (217) 7,883 Intangible liabilities 4,100 — 4,100 Asset retirement obligation 3,795 — 3,795 Operating lease liability 37,723 (1,932) 35,791 Contract liability (2) 3,534 — 3,534 Other liabilities — 1,932 1,932 Total liabilities assumed 57,252 (217) 57,035 Redeemable non-controlling interests 8,100 — 8,100 Non-controlling interests 13,296 204 13,500 Total fair value of consideration transferred, net of cash acquired $ 295,310 $ 663 $ 295,973 The fair value of consideration transferred, net of cash acquired, as of February 15, 2023, is determined as follows: Provisional accounting as of February 15, 2023 Measurement period adjustments Adjusted provisional accounting as of February 15, 2023 Cash consideration paid to True Green on closing $ 212,850 $ — $ 212,850 Cash consideration paid to settle debt and interest rate swaps on behalf of True Green 76,046 — 76,046 Cash consideration in escrow accounts (3) 3,898 — 3,898 Purchase price payable (4) 7,069 663 7,732 Total fair value of consideration transferred 299,863 663 300,526 Restricted cash acquired 4,553 — 4,553 Total fair value of consideration transferred, net of cash acquired $ 295,310 $ 663 295,973 (1) Acquired long-term debt relates to financing obligations recognized in failed sale leaseback transactions. Refer to Note 6, "Debt" for further information. (2) Acquired contract liabilities relate to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through 2036. (3) Represents the portion of the consideration transferred that is held in escrow accounts as security for general indemnification claims. (4) Purchase price payable represents the portion of the total hold back amount that was earned by True Green as of February 15, 2023, based on the completion of construction milestones related to assets in development. The Company incurred approximately $2.3 million of acquisition related costs related to the True Green II Acquisition, which are recorded as part of Acquisition and entity formation costs in the condensed consolidated statement of operations for the nine months ended September 30, 2023. Acquisition related costs include legal, consulting, and other transaction-related costs, as well as $0.8 million of costs to acquire SRECs available for sale that were sold by the Company to its customers during the three months ended September 30, 2023, which was recorded in Other current assets in the preliminary purchase price allocation. The impact of the True Green II Acquisition on the Company's revenue and net income in the condensed consolidated statement of operations was an increase of $22.5 million and $13.4 million, respectively, for the nine months ended September 30, 2023. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and RECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA 800 19 years Favorable rate revenue contracts – REC 50 16 years Unfavorable rate revenue contracts – PPA (800) 17 years Unfavorable rate revenue contracts – REC (3,300) 3 years Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the True Green II Acquisition as if it had occurred on January 1, 2022. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the True Green II Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the three months ended September 30, 2023 (unaudited) For the three months ended September 30, 2022 (unaudited) For the nine months ended September 30, 2023 (unaudited) For the nine months ended September 30, 2022 (unaudited) Operating revenues $ 45,079 $ 40,711 $ 124,440 $ 105,219 Net income 6,776 (92,739) 15,687 (4,709) 2022 Acquisitions Acquisition of DESRI II & DESRI V On November 11, 2022, APA Finance II, LLC, a wholly-owned subsidiary of the Company, acquired a 88 MW portfolio of nineteen solar energy facilities operating across eight US states. The portfolio was acquired from D.E. Shaw Renewables Investments L.L.C. (" DESRI ") for total consideration of $100.8 million (" DESRI Acquisition "). The DESRI Acquisition was made pursuant to membership interest purchase agreements (the " MIPAs ") dated September 26, 2022, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the MIPAs, the Company acquired 100% ownership interest in holding entities that own the acquired solar energy facilities. The Company accounted for the DESRI Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on November 11, 2022, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The assets acquired and liabilities assumed are recognized provisionally on the consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in process of obtaining additional information for the valuation of acquired tangible and intangible assets. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than November 11, 2023. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on November 11, 2022 (in thousands): Assets Accounts receivable $ 2,001 Derivative assets 2,462 Other assets 432 Property, plant and equipment 179,500 Operating lease asset 17,831 Intangible assets 29,479 Total assets acquired 231,705 Liabilities Accounts payable 275 Accrued liabilities 746 Long-term debt 105,346 Intangible liabilities 771 Operating lease liability 20,961 Contract Liability (1) 7,200 Asset retirement obligation 1,508 Total liabilities assumed 136,807 Non-controlling interests 184 Total fair value of consideration transferred, net of cash acquired $ 94,714 The fair value of consideration transferred, net of cash acquired, as of November 11, 2022, is determined as follows: Cash consideration to the seller on closing $ 82,235 Fair value of purchase price payable (2) 19,017 Post-closing purchase price true-up (469) Total fair value of consideration transferred 100,783 Cash acquired 1,220 Restricted cash acquired 4,849 Total fair value of consideration transferred, net of cash acquired $ 94,714 (1) Acquired contract liabilities related to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through December 31, 2028. (2) Purchase price outstanding as of December 31, 2022 is payable in three installments in two, twelve and eighteen months following the acquisition date, subject to the accuracy of general representations and warranty provisions included in MIPAs. During the nine months ended September 30, 2023, the Company paid DESRI $5.0 million of the outstanding purchase price payable net of $0.5 million working capital adjustment. Intangibles at Acquisition Date 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 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2023 As of December 31, 2022 Interest Weighted Long-term debt APAF Term Loan $ 477,752 $ 487,179 Fixed 3.51 % APAF II Term Loan 114,716 125,668 Floating* SOFR + 1.475% APAF III Term Loan 265,294 — Fixed 5.62 % APAG Revolver 55,000 — Floating SOFR + 2.60% Other term loans 11,000 28,483 Fixed 3.04 % Financing obligations recognized in failed sale leaseback transactions 43,129 36,724 Imputed 3.97 % Total principal due for long-term debt 966,891 678,054 Unamortized discounts and premiums (10,274) (2,088) Unamortized deferred financing costs (14,472) (11,404) Less: Current portion of long-term debt 34,111 29,959 Long-term debt, less current portion $ 908,034 $ 634,603 * Interest rate is effectively fixed by interest rate swap, see discussion below. APAF Term Loan On August 25, 2021, APA Finance, LLC (“ APAF ”), a wholly owned subsidiary of the Company, entered into a $503.0 million term loan facility with Blackstone Insurance Solutions (" BIS ") through a consortium of lenders, which consists of investment grade-rated Class A and Class B notes (the “ APAF Term Loan ”). The APAF Term Loan has a weighted average 3.51% annual fixed rate and matures on February 29, 2056 (“ Final Maturity Date ”). The APAF Term Loan amortizes at an initial rate of 2.5% of outstanding principal per annum for a period of 8 years at which point the amortization steps up to 4% per annum until September 30, 2031 (“ Anticipated Repayment Date ”). After the Anticipated Repayment Date, the loan becomes fully-amortizing, and all available cash is used to pay down principal until the Final Maturity Date. The APAF Term Loan is secured by membership interests in the Company's subsidiaries. As of September 30, 2023, the outstanding principal balance of the APAF Term Loan was $477.8 million less unamortized debt discount and loan issuance costs totaling $6.9 million. As of December 31, 2022, the outstanding principal balance of the APAF Term Loan was $487.2 million less unamortized debt discount and loan issuance costs totaling $7.6 million. As of September 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the APAF Term Loan. APAF II Term Loan On December 23, 2022, APA Finance II, LLC (“ APAF II ”), a wholly owned subsidiary of the Company, entered into a $125.7 million term loan facility (the “ APAF II Term Loan ”) with KeyBank National Association (" KeyBank ") and The Huntington Bank (" Huntington ") as lenders. The proceeds of the APAF II Term Loan were used to repay the outstanding amounts under certain project-level loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on SOFR plus a spread of 1.475%. Simultaneously with entering into the APAF II Term Loan, the Company entered into interest rate swaps for 100% of the amount of debt outstanding, which effectively fixed the interest rate at 4.885% (see Note 7, "Fair Value Measurements," for further details). As of September 30, 2023, the outstanding principal balance of the APAF II Term Loan was $114.7 million, less unamortized debt issuance costs of $2.3 million. As of December 31, 2022, the outstanding principal balance of the APAF II Term Loan was $125.7 million, less unamortized debt issuance costs of $2.7 million. As of September 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the APAF II Term Loan. APAF III Term Loan On February 15, 2023, the Company, through its subsidiaries, APA Finance III Borrower, LLC (the “ Borrower ”) and APA Finance III Borrower Holdings, LLC (“ Holdings ”), entered into a new long-term funding facility under the terms of a credit agreement among the Borrower, Holdings, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “ APAF III Term Loan ”). This funding facility provides for a term loan of $204.0 million at a fixed rate of 5.62%. The term loan has an anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the Borrower has the right to increase the funding facility to make additional draws for certain solar generating facilities, as set forth in the Credit Agreement. On February 15, 2023, the Company borrowed $193.0 million from this facility to fund the True Green II Acquisition and the associated costs and expenses, and expects to borrow the remaining $11.0 million upon the completion of certain development assets of the True Green II Acquisition when they are placed in service. The principal balance borrowed under the APAF III Term Loan was offset by $4.0 million of debt issuance costs and $6.3 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033. On June 15, 2023 and July 21, 2023, the Company amended the APAF III Term Loan to add $47.0 million and $28.0 million of additional borrowings, respectively, the proceeds of which were used to repay outstanding term loans under the Construction to Term Loan Facility (as defined below), and to provide long-term financing for new solar projects. The principal balance borrowed under the amendments was offset by $0.3 million and $0.2 million of issuance costs, respectively, and $1.5 million and $1.1 million of issuance discount, respectively, which have been deferred and will be recognized as interest expense through June 30, 2033. Additionally, in conjunction with the amendments of the facility, the Company expensed $0.4 million and $1.0 million of financing costs, respectively, which are included in Other expense, net in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023. As of September 30, 2023, the outstanding principal balance of the APAF III Term Loan was $265.3 million, less unamortized debt issuance costs and discount of $12.7 million. As of September 30, 2023, the Company was in compliance with all covenants under the APAF III Term Loan. APAG Revolver On December 19, 2022, APA Generation, LLC (“ APAG ”), a wholly owned subsidiary of the Company, entered into revolving credit facility with Citibank, N.A. with a total committed capacity of $200.0 million (the " APAG Revolver "). Outstanding amounts under the APAG Revolver have a variable interest rate based on a base rate and an applicable margin. The APAG Revolver matures on December 19, 2027. As of September 30, 2023, and December 31, 2022, outstanding under the APAG Revolver were $55.0 million and zero, respectively. As of September 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the APAG Revolver. Other Term Loans - Construction to Term Loan Facility On January 10, 2020, APA Construction Finance, LLC (“ APACF ”) a wholly-owned subsidiary of the Company, entered into a credit agreement with Fifth Third Bank, National Association and Deutsche Bank AG New York Branch to fund the development and construction of future solar facilities (“ Construction Loan to Term Loan Facility ”). The Construction Loan to Term Loan Facility included a construction loan commitment of $187.5 million, which expired on January 10, 2023. The construction loan commitment can convert to a term loan upon commercial operation of a particular solar energy facility. In addition, the Construction Loan to Term Loan Facility accrued a commitment fee at a rate equal to 0.50% per year of the daily unused amount of the commitment. On June 15, 2023, the Company repaid all outstanding term loans of $15.8 million and terminated the facility. In conjunction with the repayment, the Company incurred a loss on extinguishment of debt of $0.1 million. As of December 31, 2022, the outstanding principal balances of the construction loan and term loan were zero and $15.9 million, respectively, and the Company had an unused borrowing capacity of $171.6 million. Outstanding amounts under the Construction to Term Loan Facility were secured by a first priority security interest in all of the property owned by APACF and each of its project companies. The Construction Loan to Term Loan Facility included various financial and other covenants for APACF and the Company, as guarantor. As of December 31, 2022, the Company was in compliance with all covenants under the Construction to Term Loan Facility. Other Term Loans - Project-Level Term Loan In conjunction with an acquisition of assets on August 29, 2022, the Company assumed a project-level term loan with an outstanding principal balance of $14.1 million and a fair value discount of $2.2 million. The term loan is subject to scheduled semi-annual amortization and interest payments, and matures on September 1, 2029. As of September 30, 2023, the outstanding principal balance of the term loan is $11.0 million, less unamortized debt discount of $1.9 million. As of December 31, 2022, the outstanding principal balance of the term loan is $12.6 million, less unamortized debt discount of $2.2 million. The term loan is secured by an interest in the underlying solar project assets and the revenues generated by those assets. As of September 30, 2023, and December 31, 2022, the Company was in compliance with all covenants under the Project-Level Term Loan. Letter of Credit Facilities and Surety Bond Arrangements The Company enters into letters of credit and surety bond arrangements with lenders, local municipalities, government agencies, and land lessors. These arrangements relate to certain performance-related obligations and serve as security under the applicable agreements. The table below shows the total letters of credit outstanding and unused capacities under our letter of credit facilities as of September 30, 2023, and December 31, 2022 (in millions): As of September 30, 2023 As of December 31, 2022 Letters of Credit Outstanding Unused Capacity Letters of Credit Outstanding Unused Capacity Deutsche Bank $ — $ — $ 0.7 $ 11.8 Fifth Third Bank 12.1 — 12.1 — CIT Bank, N.A. 0.3 — 0.6 — KeyBank and Huntington 15.6 — — 15.6 Citibank, N.A. 8.7 66.3 — 75.0 Total $ 36.7 $ 66.3 $ 13.4 $ 102.4 Additionally, as of September 30, 2023, and December 31, 2022, the Company had outstanding surety bonds of $4.4 million and $2.0 million, respectively. To the extent liabilities are incurred as a result of the activities covered by the letters of credit or surety bonds, such liabilities are included on the accompanying condensed consolidated balance sheets. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company’s borrowing facility capacity. Financing Obligations Recognized in Failed Sale Leaseback Transactions From time to time, the Company sells equipment to third parties and enters into master lease agreements to lease the equipment back for an agreed-upon term. The Company has assessed these arrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with ASC 842. Therefore, the Company accounts for these transactions using the financing method by recognizing the consideration received as a financing obligation, with the assets subject to the transaction remaining on the balance sheet of the Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as long-term debt within the condensed consolidated balance sheets. As of September 30, 2023, the Company's recorded financing obligations were $42.2 million, net of $1.0 million of deferred transaction costs. As of December 31, 2022, the Company's recorded financing obligations were $35.6 million, net of $1.1 million of deferred transaction costs. Payments $1.1 million and $0.9 million were made under financing obligations for the three months ended September 30, 2023, and 2022, respectively. Payments of $2.6 million and $1.5 million were made under financing obligations for the nine months ended September 30, 2023 and 2022, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the three months ended September 30, 2023 and 2022, was $0.4 million and $0.4 million, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the nine months ended September 30, 2023 and 2022, was $1.3 million and $1.1 million, respectively. During the nine months ended September 30, 2023, the Company paid $0.5 million to extinguish financing obligations of $0.6 million, resulting in a gain on extinguishment of debt of $0.1 million. During the three months ended September 30, 2023, the Company extinguished no financing obligations. The table below shows the payments required under the failed sale-leaseback financing obligations for the years ended: 2023 $ 917 2024 3,021 2025 3,023 2026 2,995 2027 2,986 Thereafter 17,111 Total $ 30,053 The difference between the outstanding sale-leaseback financing obligation of $43.1 million and $30.1 million of contractual payments due, including residual value guarantees, is due to $13.2 million of investment tax credits claimed by the respective counterparties, less $2.6 million of the implied interest on financing obligation included in minimum lease payments. The remaining difference is due to $2.8 million of interest accrued and a $0.4 million difference between the required contractual payments and the fair value of financing obligations acquired. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
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. The following table provides the financial instruments measured at fair value on a recurring basis: September 30, 2023 Level 1 Level 2 Level 3 Total Assets Derivative assets: Interest rate swaps $ — $ 5,049 $ — $ 5,049 Forward starting interest rate swap — 14,022 — 14,022 Total assets at fair value — 19,071 — 19,071 Liabilities Alignment Shares liability — — 42,803 42,803 Other long-term liabilities: Contingent consideration liability — — 3,025 3,025 Total liabilities at fair value — — 45,828 45,828 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 101,842 $ — $ — $ 101,842 Derivative assets: Interest rate swaps — 3,953 — 3,953 Total assets at fair value 101,842 3,953 — 105,795 Liabilities Alignment Shares liability — — 66,145 66,145 Other long-term liabilities: Contingent consideration liability — — 2,875 2,875 Total liabilities at fair value — — 69,020 69,020 Alignment Shares Liability As of September 30, 2023, the Company had 996,188 Alignment Shares outstanding, all of which are held by CBRE Acquisition Sponsor, LLC (the " Sponsor "), certain former officers of CBAH (such officers, together with the Sponsor, the “ Sponsor Parties ”) and 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 2022 Annual Report on Form 10-K) on the Class A common stock as of the relevant measurement date over each of the seven fiscal years following the Merger. Upon the consummation of the Merger, Alignment Shares 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 68% and risk-free interest rate of 4.65% are not observable inputs, the overall fair value measurement of Alignment Shares is classified as Level 3. Unobservable inputs can be volatile and a change in those inputs might result in a significantly higher or lower fair value measurement of Alignment Shares. For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 Shares $ Shares $ Beginning balance 1,207,500 $ 66,145 1,408,750 $ 127,474 Alignment shares converted (201,250) (11) (201,250) (15) Alignment shares forfeited (10,062) (432) — — Fair value remeasurement — (22,899) — 9,367 Ending balance 996,188 $ 42,803 1,207,500 $ 136,826 Interest Rate Swaps The Company holds interest rate swaps that are considered derivative instruments, and are not designated as cash flow hedges or fair value hedges under accounting guidance. The Company uses interest rate swaps to manage its net exposure to interest rate changes. These instruments are custom, over-the-counter contracts with various bank counterparties that are not traded on an active market but valued using readily observable market inputs and the overall fair value measurement is classified as Level 2. As of September 30, 2023 and December 31, 2022 , the notional amounts were $118.8 million and $141.6 million, respectively. For the three and nine months ended September 30, 2023, the change in fair value of interest rate swaps resulted in a gain of $3.2 million and a gain of $3.7 million, respectively, which was recorded as interest expense in the condensed consolidated statements of operations . The change in fair value of interest rate swaps for three and nine months ended September 30, 2022 was not material. Forward Starting Interest Rate Swap The Company entered into a forward starting interest rate swap on January 31, 2023, with an effective date of January 31, 2025 and a termination date of January 31, 2035. This transaction had a notional amount of $250.0 million, was designated as a cash flow hedge of the Company's forecasted fixed-rate or floating-rate debt issuances. On June 15, 2023 and July 21, 2023, the Company partially terminated the forward starting interest rate swap reducing the notional amount by $47.0 million and $28.0 million, respectively, associated with the incremental debt issuances under the APAF III Term Loan. The partial terminations resulted in total proceeds of $0.5 million and $0.5 million, respectively, which were recorded as a component of other comprehensive income and will be recognized as an adjustment to interest expense over the term of the debt. The cash flow hedge was determined to be fully effective during the three and nine months ended September 30, 2023. As such, no amount of ineffectiveness has been included in net income. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. We expect the hedge to remain fully effective during the remaining term of the swap. The change in fair value of the forward starting interest rate swap resulted in a gain of $8.4 million and $11.4 million, net of tax, which was recorded in the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2023, respectively. Contingent Consideration Solar Acquisition In connection with the acquisition of a portfolio of sixteen solar energy facilities with a combined nameplate capacity of 61.5 MW on December 22, 2020 (the " Solar Acquisition "), contingent consideration of $3.1 million may be payable upon achieving certain market power rates and $7.4 million upon achieving certain power volumes generated by the acquired solar energy facilities. The Company estimated the fair value of the contingent consideration for future earnout payments using a Monte Carlo simulation model. Significant assumptions used in the measurement include the estimated volumes of power generation of acquired solar energy facilities during the 18-36-month period since the acquisition date, market power rates during the 36-month period, and the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. The liability for the contingent consideration associated with production volumes expired on June 30, 2022. The liability for the contingent consideration associated with power rates is included in other long-term liabilities in the condensed consolidated balance sheets at the estimated fair value of $3.0 million and $2.9 million as of September 30, 2023 and December 31, 2022 , respectively. For the three and nine months ended September 30, 2023, the Company recorded a loss on fair value remeasurement of contingent consideration associated with power rates of $0.1 million and $0.2 million, respectively, within operating income in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2022, the Company recorded a $0.8 million loss and a $0.1 million gain on fair value remeasurement of contingent consideration associated with power rates and production volumes, respectively, within operating income in the condensed consolidated statements of operations. Gains and losses are recorded due to changes in significant assumptions used in the measurement, including the actual versus estimated volumes of power generation of acquired solar energy facilities and market power rates. Other There were no other contingent consideration liabilities recorded during the three and nine months ended September 30, 2023. Gain on fair value remeasurement of other contingent consideration of $0.5 million was recorded within operating income in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. Redeemable Warrant Liability |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity | Equity As of September 30, 2023, the Company had authorized and issued 988,591,250 and 158,989,953 of Class A common stock, respectively. As of December 31, 2022, the Company had authorized and issued 988,591,250 and 158,904,401 Class A common stock, respectively, which entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of September 30, 2023, and December 31, 2022, no common stock dividends have been declared. As of September 30, 2023, and December 31, 2022, the Company had 996,188 and 1,207,500 authorized and issued shares of Class B common stock, respectively, also referred to as the Alignment Shares. Refer to Note 7, "Fair Value Measurements," for further details. On April 6, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “ Sales Agreement ”) with Cantor Fitzgerald & Co. (“ Cantor ”), Nomura Securities International, Inc. (“ Nomura ”) and Truist Securities, Inc. (“ Truist ” and, together with Cantor and Nomura, the “ Agents ,” and each, an “ Agent ”). The Sales Agreement provides for the offer and sale of our Class A common stock from time to time through an “at the market offering” (“ ATM ”) program under which the Agents act as sales agent or principal, subject to certain limitations, including the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Pursuant to the prospectus supplement filed by the Company on dated April 6, 2023, the Company may offer and sell up to $200 million of shares of Class A common stock pursuant to the Sales Agreement . For the three and nine months ended September 30, 2023, no shares of common stock were sold through the ATM equity program. Unless otherwise indicated in any applicable prospectus supplement, the Company currently intends to use the net proceeds from the sale of securities under this prospectus for general corporate purposes. The Company's general corporate purposes include, but are not limited to, repayment or refinancing of debt, capital expenditures, funding possible acquisitions, working capital and satisfaction of other obligations. The Company has not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, the Company's management will have broad discretion over the allocation of the net proceeds. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests The changes in the components of redeemable noncontrolling interests are presented in the table below: For the nine months ended September 30, 2023 2022 Redeemable noncontrolling interest, beginning balance $ 18,133 $ 15,527 Cash distributions (1,747) (725) Cash contributions — 1,087 Redemption of redeemable noncontrolling interests (4,301) — Assumed redeemable noncontrolling interest through business combination 11,341 2,125 Net loss attributable to redeemable noncontrolling interest 175 430 Redeemable noncontrolling interest, ending balance $ 23,601 $ 18,444 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
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. At the inception of a contractual arrangement, the Company determines whether it contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding right-of-use asset upon lease commencement. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessee. Operating lease assets and liabilities are recognized based on the present value of lease payments over the lease term using an appropriate discount rate. Right-of-use assets include any lease payments made at or before lease commencement and any initial direct costs incurred and exclude any lease incentives received. Right-of-use assets also include an adjustment to reflect favorable or unfavorable terms of the lease when compared to market terms, when applicable. Certain leases include variable lease payments associated with production of the solar facility or other variable payments such as real estate taxes and common area maintenance. As the Company has elected not to separate lease and non-lease components for all classes of underlying assets, all variable costs associated with leases are expensed in the period incurred and presented and disclosed as variable lease expense. The Company’s lease agreements do not contain any residual value guarantees or restrictive financial covenants. The Company does not have any leases that have not yet commenced that create significant rights and obligations for the lessee. The discount rate used is the rate that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. At the lease commencement date, the Company’s incremental borrowing rate is used as the discount rate. Discount rates are reassessed when there is a new lease or a modification to an existing lease. The Company records operating lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. The following table presents the components of operating lease cost for the three and nine months ended September 30, 2023, and 2022: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating lease expense $ 2,757 $ 1,639 $ 7,931 $ 4,911 Variable lease expense 479 337 1,290 782 Total lease expense $ 3,236 $ 1,976 $ 9,221 $ 5,693 The following table presents supplemental information related to our operating leases: For the nine months ended September 30, 2023 2022 Operating cash flows from operating leases $ 7,235 $ 3,713 Operating lease assets obtained in exchange for new operating lease liabilities $ 64,904 $ 3,105 Weighted-average remaining lease term, years 23.3 years 18.4 years Weighted average discount rate 5.3% 4.1% Maturities of operating lease liabilities as of September 30, 2023, are as follows: 2023 $ 3,487 2024 12,964 2025 12,966 2026 13,059 2027 13,120 Thereafter 238,905 Total $ 294,501 Less: Present value discount (132,401) Lease liability $ 162,100 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, and December 31, 2022, the guaranteed minimum solar energy production has been met and the Company has recorded no performance guarantee obligations. Purchase Commitments |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions There was $0.1 million and $0.1 million due to related parties, as discussed below, and no amounts due from related parties as of September 30, 2023, and December 31, 2022, respectively. Additionally, in the normal course of business, the Company conducts transactions with affiliates, such as: Blackstone Subsidiaries as Lender The Company incurs interest expense on the APAF Term Loan and the APAF III Term Loan. During the three months ended September 30, 2023 and 2022 the total related party interest expense associated with the APAF Term Loan and APAF III Term Loan was $8.0 million and $4.5 million, respectively, and is recorded as interest expense in the accompanying condensed consolidated statements of operations. During the nine months ended September 30, 2023 and 2022 the total related party interest expense associated with the APAF Term Loan and APAF III Term Loan was $20.7 million and $13.2 million, respectively, and is recorded as interest expense in the accompanying condensed consolidated statements of operations. As of September 30, 2023, and December 31, 2022, interest payable of $8.0 million and $4.4 million, respectively, due under the APAF Term Loan and APAF III Term Loan was recorded as interest payable on the accompanying condensed consolidated balance sheets. Commercial Collaboration Agreement with CBRE In connection with the Merger, the Company and CBRE entered into a commercial collaboration agreement (the “ Commercial Collaboration Agreement ”) effective upon the Merger, pursuant to which, among other things, CBRE will invite the Company to join CBRE’s strategic supplier program and CBRE will promote the Company as its preferred clean energy renewable provider/partner, CBRE and the Company will create a business opportunity referral program with CBRE’s brokers, CBRE will reasonably collaborate with the Company to develop and bring to market new products and/or bundles for Company’s customers, the Company will consider in good faith inviting CBRE to become a solar tax equity partner for the Company, on a non-exclusive basis, on market terms to be mutually agreed and CBRE will provide, at no cost to the Company, reasonable access to data-driven research and insights prepared by CBRE (subject to certain exceptions). The Commercial Collaboration Agreement continues for a period of seven years, with automatic one-year renewal period, unless earlier terminated by either party in accordance with the terms set forth therein. On December 9, 2022, the Company amended the Commercial Collaboration Agreement to update the business arrangement and associated fee approach, which provides that CBRE employees, including brokers, non-brokers and other employees who partnered with the Company to bring clean electrification solutions to CBRE’s client base, who met certain minimum criteria (“ Qualified Referral ”) and who documented such Qualified Referral via an executed Development Agreement, would receive a development fee of between $0.015/watt to $0.030/watt depending on the business segment and teams of such CBRE employees. For the nine months ended September 30, 2023, the Company did not incur any costs associated with the Commercial Collaboration Agreement. As of December 31, 2022, there were no amounts due to CBRE associated with the Commercial Collaboration Agreement. Master Services Agreement with CBRE On June 13, 2022, the Company, through its wholly-owned subsidiary, entered into a Master Services Agreement (" MSA ") with CBRE under which CBRE assists the Company in developing solar energy facilities. For the three months ended September 30, 2023 and 2022, the Company incurred $0.2 million and zero, respectively, for development services provided under the PSA. For the nine months ended September 30, 2023 and 2022, the Company incurred $0.4 million and zero, respectively, for development services provided under the MSA. As of September 30, 2023 and December 31, 2022, there was $0.1 million and $0.1 million due to CBRE for development services provided under the MSA. Lease Agreements with Link Logistics During 2023, the Company obtained a right to use rooftops to develop and operate solar facilities under lease agreements with subsidiaries of Link Logistics Real Estate Management LLC (“ Link Logistics ”), a Blackstone portfolio company. As of September 30, 2023, the Company recognized operating lease assets and operating lease liabilities of $24.7 million in the condensed consolidated balance sheet related to these leases, which have a weighted average remaining lease term of 30 years. During the three and nine months ended September 30, 2023, payments made under these leases were not material. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands, except share and per share amounts): For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Net income (loss) attributable to Altus Power, Inc. 5,330 (96,980) 17,772 (12,446) Income attributable to participating securities (1) (33) — (113) — Net income (loss) attributable to common stockholders - basic and diluted 5,297 (96,980) 17,659 (12,446) Class A Common Stock Weighted average shares of common stock outstanding - basic (2) 158,719,684 154,455,228 158,687,373 153,482,503 Dilutive restricted stock 265,133 — 260,885 — Dilutive RSUs 1,213,337 — 2,017,424 — Weighted average shares of common stock outstanding - diluted 160,198,154 154,455,228 160,965,682 153,482,503 Net income (loss) attributable to common stockholders per share - basic $ 0.03 $ (0.63) $ 0.11 $ (0.08) Net income (loss) attributable to common stockholders per share - diluted $ 0.03 $ (0.63) $ 0.11 $ (0.08) (1) Represents the income attributable to 996,188 and 1,207,500 Alignment Shares outstanding as of September 30, 2023 and 2022, respectively. (2) For the three months ended September 30, 2023 and 2022, the calculation of basic weighted average shares of common stock outstanding excludes 271,259 and 542,511 shares, respectively, of the Company's Class A common stock provided to holders of Legacy Altus common stock, that are subject to vesting conditions. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recognized $4.2 million and $2.7 million of stock-based compensation expense for the three months ended September 30, 2023, and 2022, respectively. The Company recognized $11.3 million and $6.7 million of stock-based compensation expense for the nine months ended September 30, 2023, and 2022, respectively. As of September 30, 2023, and December 31, 2022, the Company had $37.9 million and $33.2 million of unrecognized share-based compensation expense related to unvested restricted units, respectively, which the Company expects to recognize over a weighted-average period of approximately three years. Legacy Incentive Plans Prior to the Merger, Legacy Altus maintained the APAM Holdings LLC Restricted Units Plan, adopted in 2015 (the “ APAM Plan ”) and APAM Holdings LLC adopted the 2021 Profits Interest Incentive Plan (the “ Holdings Plan ”, and together with the APAM Plan, the “ Legacy Incentive Plans ”), which provided for the grant of restricted units that were intended to qualify as profits interests to employees, officers, directors and consultants. In connection with the Merger, vested restricted units previously granted under the Legacy Incentive Plans were exchanged for shares of Class A Common Stock, and unvested Altus Restricted Shares under each of the Legacy Incentive Plans were exchanged for restricted Class A Common Stock with the same vesting conditions. As of September 30, 2023, and December 31, 2022, 271,259 and 542,511 shares of Class A Common Stock were restricted under the Holdings Plan, respectively. No further awards will be made under the Legacy Incentive Plans. The fair value of the granted units was determined using the Black-Scholes Option Pricing model and relied on assumptions and inputs provided by the Company. All option models utilize the same assumptions with regard to (i) current valuation, (ii) volatility, (iii) risk-free interest rate, and (iv) time to maturity. The models, however, use different assumptions with regard to the strike price which vary by award. Omnibus Incentive Plan On July 12, 2021, the Company entered into the Management Equity Incentive Letter with each of Mr. Felton and Mr. Norell pursuant to which, on February 5, 2022, the Compensation Committee granted to Mr. Felton and Mr. Norell, together with other senior executives, including Anthony Savino, Chief Construction Officer, and Dustin Weber, Chief Financial Officer, restricted stock units (“ RSUs ”) under the Omnibus Incentive Plan (the " Incentive Plan ") that are subject to time-based and, for the named executive officers and certain other executives, eighty percent (80%) of such RSUs also further subject to performance-based vesting, with respect to an aggregate five percent (5%) of the Company’s Class A common stock on a fully diluted basis, excluding the then-outstanding shares of the Company’s Class B common stock or any shares of the Company’s Class A common stock into which such shares of the Company’s Class B common stock are or may be convertible. Subject to continued employment on each applicable vesting date, the time-based RSUs generally vest 33 1/3% on each of the third, fourth and fifth anniversaries of the Closing, and the performance-based RSUs vest with respect to 33 1/3% of the award upon the achievement of the above time-based requirement and the achievement of a hurdle representing a 25% annual compound annual growth rate measured based on an initial value of $10.00 per share (i.e., on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $19.53, $24.41, $30.51, respectively). During the three and nine months ended September 30, 2023, the Company granted under the Incentive Plan an additional 5,000 and 2,766,486 RSUs, respectively, that are subject to time-based vesting as described above, with a weighted average grant date fair value per share of $6.00 and $5.42, respectively, and 259,662 RSUs that are subject to performance-based vesting (" PSUs "), each of which represents the right to receive one share of the Company's Class A Common Stock and which vest in one installment on the third anniversary of the grant date based upon the Company's total stockholder return when compared to the Invesco Solar ETF (“TAN”), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The PSUs have a grant date fair value per share of $6.66. As of September 30, 2023, and December 31, 2022 , there were 30,992,545 and 23,047,325 shares of the Company's Class A common stock authorized for issuance under the Incentive Plan, respectively. The number of shares authorized for issuance under the Incentive Plan will increase on January 1 of each year from 2024 to 2031 by the lesser of (i) 5% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. The number of shares authorized for issuance under the Incentive Plan increased by 5% of outstanding shares as described in the foregoing on January 1, 2022 and January 1, 2023. For the three months ended September 30, 2023, and 2022, the Company granted 5,000 and 155,000 RSUs, respectively, and recognized $4.2 million and $2.7 million, respectively, of stock-based compensation expenses in relation to the Incentive Plan. For the nine months ended September 30, 2023 and 2022, the Company granted 3,026,148 and 8,043,914 RSUs, respectively, and recognized $11.3 million and $6.7 million, respectively, of stock-based compensation expense in relation to the Incentive Plan. For th e three months ended September 30, 2023, and 2022, 34,228 and zero RSUs were forfeited, respectively. For the nine months ended September 30, 2023 and 2022, 45,282 and zero R SUs were forfeited, respectively. Employee Stock Purchase Plan On December 9, 2021, we adopted the 2021 Employee Stock Purchase Plan (" ESPP "), which provides a means by which eligible employees may be given an opportunity to purchase shares of the Company’s Class A common stock. As of September 30, 2023, and December 31, 2022 , there were 4,662,020 and 3,072,976 shares of the Company's Class A common stock authorized for issuance under the ESPP, respectively. The number of shares authorized for issuance under the ESPP will increase on January 1 of each year from 2024 to 2031 by the lesser of (i) 1% of the number of shares outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company's board of directors. No shares of the Company’s Class A common stock were issued and no stock-based compensation expense was recognized in relation to the ESPP fo r the nine months ended September 30, 2023, and 2022. The number of shares authorized for issuance under the ESPP increased by 1% of outstanding shares as described in the foregoing on January 1, 2022 and January 1, 2023. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter. For the three months ended September 30, 2023, and 2022, the Company had income tax benefit of $1.9 million and income tax expense of $2.0 million, respectively. For the nine months ended September 30, 2023, and 2022, the Company had income tax expense of $0.1 million and $2.5 million, respectively. For the nine months ended September 30, 2023, the effective tax rate differs from the U.S. statutory rate primarily due to effects of non-deductible compensation, noncontrolling interests, redeemable noncontrolling interests, fair value adjustments for Alignment Shares, as well as state and local income taxes. For the three and nine months ended September 30, 2022, the effective tax rate differs from the U.S. statutory rate primarily due to effects of non-deductible compensation, noncontrolling interests, redeemable noncontrolling interests, fair value adjustments for warrant liabilities and Alignment Shares, as well as state and local income taxes. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from September 30, 2023, through November 13, 2023, which is the date the unaudited condensed 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 condensed consolidated financial statements. Termination of Forward Starting Interest Rate Swap On October 5, 2023, the Company terminated the remaining $175 million outstanding notional amount of the forward starting interest rate swap discussed in Note 7, "Fair Value Measurements." The termination resulted in proceeds of $15.8 million. Purchase and Sale Agreement On October 27, 2023, in order to grow its portfolio of solar energy facilities, the Company entered into a definitive purchase and sale agreement to acquire a 121 MW portfolio of 35 operating solar energy facilities from a third-party seller for an initial purchase price of approximately $120.4 million payable at closing. Closing of this acquisition is subject to customary closing conditions. The purchase and sale agreement also includes potential performance-based contingent consideration up to $8.0 million, which would be payable in twelve months from closing, if earned. APACF II Construction Facility On November 10, 2023, the Company, through its wholly-owned subsidiary APACF II, LLC (the " Borrower "), entered into a credit agreement (the " APACF II Construction Facility ") among the Borrower, APACF II Holdings, LLC, U.S. Bank Trust Company, National Association, U.S. Bank National Association, each lender from time to time party thereto (collectively, the “ Lenders ” and individually, a “ Lender ”) and Blackstone Asset Based Finance Advisors LP (“ Blackstone ”), as Blackstone representative for the Lenders. The APACF II Construction Facility matures on the fourth anniversary of the closing date of the credit agreement (the “ Maturity Date ”) and bears interest at an annual rate of SOFR plus 3.25%. The Credit Agreement is not currently drawn upon, but once drawn upon, carries interest only payments until the Maturity Date; it also provides for mandatory prepayments in certain situations. The aggregate amount of the commitments on the closing date of the credit agreement is $200 million. The APACF II Construction Facility also provides that the Borrower may draw amounts under the credit agreement so long as the borrowing base as determined by the collateral provided under the credit agreement together does not exceed $200 million. Borrowings under the APACF II Construction Facility may be used by the Borrower to fund construction costs including equipment, labor, interconnection, as well as other development costs. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 5,330 | $ (96,980) | $ 17,772 | $ (12,446) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Director Trading Arrangement [Member] | ||
Trading Arrangements, by Individual | ||
Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Officer Trading Arrangement [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the three months ended September 30, 2023, the following directors and/or officers adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense of Rule 10b5-1(c): Name and Title Maximum Number of Shares of Class A Common Stock to be Sold (1) Duration (2) Adoption Date Expiration Date Dustin Weber 750,000 December 14, 2023 – December 31, 2024 September 14, 2023 December 31, 2024 Anthony Savino Chief Construction Officer 1,200,000 January 2, 2024 – December 31, 2024 September 14, 2023 December 31, 2024 Lars Norell (3) Co-Chief Executive Officer 1,800,000 December 1, 2023 – May 30, 2025 August 28, 2023 May 30, 2025 (1) The volume of sales is determined, in part, based on certain pricing triggers outlined in each adopting person's trading arrangement. (2) Each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the expiration date listed in the table. (3) Mr. Norell entered into his Rule 10b5-1 trading arrangement, dated August 28, 2023 (the “Norell Trading Arrangement”) through Start Capital LLC, an entity which he controls. The Norell Trading Arrangement amends Mr. Norell’s prior Rule 10b5-1 trading arrangement intending to satisfy the affirmative defense of Rule 10b5-1(c), which was adopted on December 28, 2022, had a duration of April 3, 2023 to December 29, 2023, and provided for a sale of 495,000 total shares of Class A common stock, subject to certain pricing triggers. | |
Rule 10b5-1 Arrangement Adopted | true | |
Officer Trading Arrangement [Member] | Dustin Weber [Member] | ||
Trading Arrangements, by Individual | ||
Name | Dustin Weber | |
Title | Chief Financial Officer | |
Adoption Date | September 14, 2023 | |
Termination Date | December 31, 2024 | |
Arrangement Duration | 383 days | |
Aggregate Available | 750,000 | 750,000 |
Officer Trading Arrangement [Member] | Anthony Savino [Member] | ||
Trading Arrangements, by Individual | ||
Name | Anthony Savino | |
Title | Chief Construction Officer | |
Adoption Date | September 14, 2023 | |
Termination Date | December 31, 2024 | |
Arrangement Duration | 364 days | |
Aggregate Available | 1,200,000 | 1,200,000 |
Officer Trading Arrangement [Member] | Lars Norell [Member] | ||
Trading Arrangements, by Individual | ||
Name | Lars Norell (3) | |
Title | Co-Chief Executive Officer | |
Adoption Date | August 28, 2023 | |
Termination Date | May 30, 2025 | |
Arrangement Duration | 546 days | |
Aggregate Available | 1,800,000 | 1,800,000 |
Mr. Norell Rule Trading Arrangement, Common Stock [Member] | Lars Norell [Member] | ||
Trading Arrangements, by Individual | ||
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | August 28, 2023 | |
Aggregate Available | 495,000 | 495,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company prepares its unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and regulations of the U.S. Securities and Exchange Commission (" SEC ") for interim financial reporting. The Company’s condensed consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | 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. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“ AROs ”), contingent consideration, derivative instruments, and Class B common stock, par value $0.0001 per share (" Alignment Shares "). |
Segment Information | Segment Information Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers are the co-chief executive officers. Based on the financial information presented to and reviewed by the chief operating decision makers in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined it operates as a single operating segment and has one reportable segment, which includes revenue under power purchase agreements, revenue from net metering credit agreements, solar renewable energy credit revenue, rental income, performance based incentives and other revenue. The Company’s principal operations, revenue and decision-making functions are located in the United States. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents includes all cash balances on deposit with financial institutions and readily marketable securities with original maturity dates of three months or less at the time of acquisition and are denominated in U.S. dollars. Pursuant to the budgeting process, the Company maintains certain cash and cash equivalents on hand for possible equipment replacement related costs. The Company records cash that is restricted as to withdrawal or use under the terms of certain contractual agreements as restricted cash. Restricted cash is included in current portion of restricted cash and restricted cash, noncurrent portion on the condensed consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances. |
Accounting Pronouncements | Accounting Pronouncements As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recent Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board (" FASB ") issued Accounting Standards Update (" ASU ") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and has since released various amendments including ASU No. 2019-04 . 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. The Company has adopted this standard as of January 1, 2023 and the adoption did not have a material impact on the condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification (" ASC ") 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, and was adopted by the Company on January 1, 2023. The Company applied the provisions of ASU 2021-08 |
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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following: As of September 30, 2023 As of December 31, 2022 Cash and cash equivalents $ 68,184 $ 193,016 Current portion of restricted cash 3,802 2,404 Restricted cash, noncurrent portion 12,002 3,978 Total $ 83,988 $ 199,398 |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following: As of September 30, 2023 As of December 31, 2022 Cash and cash equivalents $ 68,184 $ 193,016 Current portion of restricted cash 3,802 2,404 Restricted cash, noncurrent portion 12,002 3,978 Total $ 83,988 $ 199,398 |
Revenue and Accounts Receivab_2
Revenue and Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the detail of total operating revenues, net as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Power sales under PPAs $ 17,442 $ 7,144 $ 43,079 $ 18,058 Power sales under NMCAs 13,846 9,187 33,970 20,908 Power sales on wholesale markets 550 1,783 1,474 3,519 Total revenue from power sales 31,838 18,114 78,523 42,485 Solar renewable energy credit revenue 9,753 11,100 33,346 28,521 Rental income 586 905 2,198 2,334 Performance based incentives 1,925 319 4,487 1,059 Revenue recognized on contract liabilities 977 — 2,416 — Total operating revenues, net $ 45,079 $ 30,438 $ 120,970 $ 74,399 |
Schedule of Accounts Receivable | The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets: As of September 30, 2023 As of December 31, 2022 Power sales under PPAs $ 8,096 $ 4,092 Power sales under NMCAs 9,569 3,183 Power sales on wholesale markets 26 223 Total power sales 17,691 7,498 Solar renewable energy credits 4,724 5,387 Rental income 523 429 Performance based incentives 447 129 Total $ 23,385 $ 13,443 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated VIE Assets and Liabilities | The carrying amounts and classification of the consolidated VIE assets and liabilities included in condensed consolidated balance sheets are as follows: As of September 30, 2023 As of December 31, 2022 Current assets $ 26,977 $ 16,434 Non-current assets 797,161 445,583 Total assets $ 824,138 $ 462,017 Current liabilities $ 10,558 $ 5,731 Non-current liabilities 118,162 73,438 Total liabilities $ 128,720 $ 79,169 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
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 July 13, 2023: Assets Accounts receivable $ 273 Property, plant and equipment 28,798 Operating lease asset 891 Total assets acquired 29,962 Liabilities Construction payable 1,885 Asset retirement obligation 256 Operating lease liability 391 Total liabilities assumed 2,532 Redeemable non-controlling interests 3,040 Total fair value of consideration transferred $ 24,390 Provisional accounting as of February 15, 2023 Measurement period adjustments Adjusted provisional accounting as of February 15, 2023 Assets Accounts receivable $ 4,358 $ (357) $ 4,001 Property, plant and equipment 334,958 914 335,872 Intangible assets 850 — 850 Operating lease asset 32,053 (742) 31,311 Other assets 1,739 835 2,574 Total assets acquired 373,958 650 374,608 Liabilities Long-term debt (1) 8,100 (217) 7,883 Intangible liabilities 4,100 — 4,100 Asset retirement obligation 3,795 — 3,795 Operating lease liability 37,723 (1,932) 35,791 Contract liability (2) 3,534 — 3,534 Other liabilities — 1,932 1,932 Total liabilities assumed 57,252 (217) 57,035 Redeemable non-controlling interests 8,100 — 8,100 Non-controlling interests 13,296 204 13,500 Total fair value of consideration transferred, net of cash acquired $ 295,310 $ 663 $ 295,973 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 |
Schedule of Business Acquisitions, by Acquisition | The fair value of consideration transferred as of July 13, 2023, is determined as follows: Cash consideration paid to seller on closing $ 2,820 Cash consideration paid to settle debt on behalf of seller 21,570 Total fair value of consideration transferred 24,390 The fair value of consideration transferred, net of cash acquired, as of February 15, 2023, is determined as follows: Provisional accounting as of February 15, 2023 Measurement period adjustments Adjusted provisional accounting as of February 15, 2023 Cash consideration paid to True Green on closing $ 212,850 $ — $ 212,850 Cash consideration paid to settle debt and interest rate swaps on behalf of True Green 76,046 — 76,046 Cash consideration in escrow accounts (3) 3,898 — 3,898 Purchase price payable (4) 7,069 663 7,732 Total fair value of consideration transferred 299,863 663 300,526 Restricted cash acquired 4,553 — 4,553 Total fair value of consideration transferred, net of cash acquired $ 295,310 $ 663 295,973 (1) Acquired long-term debt relates to financing obligations recognized in failed sale leaseback transactions. Refer to Note 6, "Debt" for further information. (2) Acquired contract liabilities relate to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through 2036. (3) Represents the portion of the consideration transferred that is held in escrow accounts as security for general indemnification claims. (4) Purchase price payable represents the portion of the total hold back amount that was earned by True Green as of February 15, 2023, based on the completion of construction milestones related to assets in development. The fair value of consideration transferred, net of cash acquired, as of November 11, 2022, is determined as follows: Cash consideration to the seller on closing $ 82,235 Fair value of purchase price payable (2) 19,017 Post-closing purchase price true-up (469) Total fair value of consideration transferred 100,783 Cash acquired 1,220 Restricted cash acquired 4,849 Total fair value of consideration transferred, net of cash acquired $ 94,714 (1) Acquired contract liabilities related to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through December 31, 2028. (2) Purchase price outstanding as of December 31, 2022 is payable in three installments in two, twelve and eighteen months following the acquisition date, subject to the accuracy of general representations and warranty provisions included in MIPAs. During the nine months ended September 30, 2023, the Company paid DESRI $5.0 million of the outstanding purchase price payable net of $0.5 million working capital adjustment. |
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 three months ended September 30, 2023 (unaudited) For the three months ended September 30, 2022 (unaudited) For the nine months ended September 30, 2023 (unaudited) For the nine months ended September 30, 2022 (unaudited) Operating revenues $ 45,079 $ 30,877 $ 122,685 $ 77,087 Net income 6,776 (96,258) 15,474 (12,609) For the three months ended September 30, 2023 (unaudited) For the three months ended September 30, 2022 (unaudited) For the nine months ended September 30, 2023 (unaudited) For the nine months ended September 30, 2022 (unaudited) Operating revenues $ 45,079 $ 40,711 $ 124,440 $ 105,219 Net income 6,776 (92,739) 15,687 (4,709) |
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 – PPA 800 19 years Favorable rate revenue contracts – REC 50 16 years Unfavorable rate revenue contracts – PPA (800) 17 years Unfavorable rate revenue contracts – REC (3,300) 3 years Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA $ 29,479 8 years Unfavorable rate revenue contracts – PPA (771) 12 years |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of September 30, 2023 As of December 31, 2022 Interest Weighted Long-term debt APAF Term Loan $ 477,752 $ 487,179 Fixed 3.51 % APAF II Term Loan 114,716 125,668 Floating* SOFR + 1.475% APAF III Term Loan 265,294 — Fixed 5.62 % APAG Revolver 55,000 — Floating SOFR + 2.60% Other term loans 11,000 28,483 Fixed 3.04 % Financing obligations recognized in failed sale leaseback transactions 43,129 36,724 Imputed 3.97 % Total principal due for long-term debt 966,891 678,054 Unamortized discounts and premiums (10,274) (2,088) Unamortized deferred financing costs (14,472) (11,404) Less: Current portion of long-term debt 34,111 29,959 Long-term debt, less current portion $ 908,034 $ 634,603 * Interest rate is effectively fixed by interest rate swap, see discussion below. |
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 September 30, 2023, and December 31, 2022 (in millions): As of September 30, 2023 As of December 31, 2022 Letters of Credit Outstanding Unused Capacity Letters of Credit Outstanding Unused Capacity Deutsche Bank $ — $ — $ 0.7 $ 11.8 Fifth Third Bank 12.1 — 12.1 — CIT Bank, N.A. 0.3 — 0.6 — KeyBank and Huntington 15.6 — — 15.6 Citibank, N.A. 8.7 66.3 — 75.0 Total $ 36.7 $ 66.3 $ 13.4 $ 102.4 |
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 $ 917 2024 3,021 2025 3,023 2026 2,995 2027 2,986 Thereafter 17,111 Total $ 30,053 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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: September 30, 2023 Level 1 Level 2 Level 3 Total Assets Derivative assets: Interest rate swaps $ — $ 5,049 $ — $ 5,049 Forward starting interest rate swap — 14,022 — 14,022 Total assets at fair value — 19,071 — 19,071 Liabilities Alignment Shares liability — — 42,803 42,803 Other long-term liabilities: Contingent consideration liability — — 3,025 3,025 Total liabilities at fair value — — 45,828 45,828 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 |
Schedule of Alignment Shares | For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 Shares $ Shares $ Beginning balance 1,207,500 $ 66,145 1,408,750 $ 127,474 Alignment shares converted (201,250) (11) (201,250) (15) Alignment shares forfeited (10,062) (432) — — Fair value remeasurement — (22,899) — 9,367 Ending balance 996,188 $ 42,803 1,207,500 $ 136,826 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interests | The changes in the components of redeemable noncontrolling interests are presented in the table below: For the nine months ended September 30, 2023 2022 Redeemable noncontrolling interest, beginning balance $ 18,133 $ 15,527 Cash distributions (1,747) (725) Cash contributions — 1,087 Redemption of redeemable noncontrolling interests (4,301) — Assumed redeemable noncontrolling interest through business combination 11,341 2,125 Net loss attributable to redeemable noncontrolling interest 175 430 Redeemable noncontrolling interest, ending balance $ 23,601 $ 18,444 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The following table presents the components of operating lease cost for the three and nine months ended September 30, 2023, and 2022: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating lease expense $ 2,757 $ 1,639 $ 7,931 $ 4,911 Variable lease expense 479 337 1,290 782 Total lease expense $ 3,236 $ 1,976 $ 9,221 $ 5,693 |
Schedule of Supplemental Information of Operating Leases | The following table presents supplemental information related to our operating leases: For the nine months ended September 30, 2023 2022 Operating cash flows from operating leases $ 7,235 $ 3,713 Operating lease assets obtained in exchange for new operating lease liabilities $ 64,904 $ 3,105 Weighted-average remaining lease term, years 23.3 years 18.4 years Weighted average discount rate 5.3% 4.1% |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of September 30, 2023, are as follows: 2023 $ 3,487 2024 12,964 2025 12,966 2026 13,059 2027 13,120 Thereafter 238,905 Total $ 294,501 Less: Present value discount (132,401) Lease liability $ 162,100 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands, except share and per share amounts): For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Net income (loss) attributable to Altus Power, Inc. 5,330 (96,980) 17,772 (12,446) Income attributable to participating securities (1) (33) — (113) — Net income (loss) attributable to common stockholders - basic and diluted 5,297 (96,980) 17,659 (12,446) Class A Common Stock Weighted average shares of common stock outstanding - basic (2) 158,719,684 154,455,228 158,687,373 153,482,503 Dilutive restricted stock 265,133 — 260,885 — Dilutive RSUs 1,213,337 — 2,017,424 — Weighted average shares of common stock outstanding - diluted 160,198,154 154,455,228 160,965,682 153,482,503 Net income (loss) attributable to common stockholders per share - basic $ 0.03 $ (0.63) $ 0.11 $ (0.08) Net income (loss) attributable to common stockholders per share - diluted $ 0.03 $ (0.63) $ 0.11 $ (0.08) (1) Represents the income attributable to 996,188 and 1,207,500 Alignment Shares outstanding as of September 30, 2023 and 2022, respectively. (2) For the three months ended September 30, 2023 and 2022, the calculation of basic weighted average shares of common stock outstanding excludes 271,259 and 542,511 shares, respectively, of the Company's Class A common stock provided to holders of Legacy Altus common stock, that are subject to vesting conditions. |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 01, 2023 | |
Concentration Risk [Line Items] | |||||
Contract liability, current | $ 3,377,000 | $ 2,590,000 | |||
Derivative assets | $ (52,000) | $ (2,387,000) | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |||
Contract liability, noncurrent | $ 0 | ||||
Class B Common Stock | |||||
Concentration Risk [Line Items] | |||||
Common stock, par value (in usd per share) | $ 0.0001 | ||||
Accounting Standards Update 2016-13 | |||||
Concentration Risk [Line Items] | |||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 | ||||
Accounting Standards Update 2021-08 | |||||
Concentration Risk [Line Items] | |||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2021-08 | ||||
Contract liability, noncurrent | $ 3,500,000 | ||||
Accounts Receivable | Customer Concentration Risk | Customer One | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 28% | ||||
Revenue Benchmark | Customer Concentration Risk | Customer One | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 19.80% | 11.50% | 13.80% | ||
Revision of Prior Period, Adjustment | |||||
Concentration Risk [Line Items] | |||||
Other liabilities, current | $ 2,600,000 | ||||
Contract liability, current | $ 2,600,000 | ||||
Unrealized gain on derivatives | $ (2,400,000) | ||||
Derivative assets | $ (2,400,000) |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 68,184 | $ 193,016 | ||
Current portion of restricted cash | 3,802 | 2,404 | ||
Restricted cash, noncurrent portion | 12,002 | 3,978 | ||
Total | $ 83,988 | $ 199,398 | $ 297,389 | $ 330,321 |
Revenue and Accounts Receivab_3
Revenue and Accounts Receivable - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | $ 45,079 | $ 30,438 | $ 120,970 | $ 74,399 |
Power sales under PPAs | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from power sales | 17,442 | 7,144 | 43,079 | 18,058 |
Power sales under NMCAs | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from power sales | 13,846 | 9,187 | 33,970 | 20,908 |
Power sales on wholesale markets | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from power sales | 550 | 1,783 | 1,474 | 3,519 |
Total revenue from power sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from power sales | 31,838 | 18,114 | 78,523 | 42,485 |
Solar renewable energy credit revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | 9,753 | 11,100 | 33,346 | 28,521 |
Rental income | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | 586 | 905 | 2,198 | 2,334 |
Performance based incentives | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | 1,925 | 319 | 4,487 | 1,059 |
Revenue recognized on contract liabilities | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues, net | $ 977 | $ 0 | $ 2,416 | $ 0 |
Revenue and Accounts Receivab_4
Revenue and Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 23,385 | $ 13,443 |
Power sales under PPAs | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total power sales | 8,096 | 4,092 |
Power sales under NMCAs | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total power sales | 9,569 | 3,183 |
Power sales on wholesale markets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total power sales | 26 | 223 |
Total revenue from power sales | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total power sales | 17,691 | 7,498 |
Solar renewable energy credit revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 4,724 | 5,387 |
Rental income | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 523 | 429 |
Performance based incentives | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 447 | $ 129 |
Revenue and Accounts Receivab_5
Revenue and Accounts Receivable - Additional Information (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Net Investment Income [Line Items] | ||
Allowance for uncollectible accounts | $ 600,000 | $ 600,000 |
Contract liability, current | 3,377,000 | 2,590,000 |
Contract liability, noncurrent | 6,075,000 | 5,397,000 |
Contract liability, noncurrent | 0 | |
Contract with customer, asset, after allowance for credit loss | 0 | |
SREC | ||
Net Investment Income [Line Items] | ||
Contract liability, current | 3,400,000 | 2,600,000 |
Contract liability, noncurrent | $ 6,100,000 | $ 5,400,000 |
Variable Interest Entities - Co
Variable Interest Entities - Consolidated VIE Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Current assets | $ 98,057 | $ 215,069 |
Total assets | 1,784,439 | 1,376,888 |
Current liabilities | 96,600 | 68,228 |
Total liabilities | 1,257,766 | 913,829 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Current assets | 26,977 | 16,434 |
Non-current assets | 797,161 | 445,583 |
Total assets | 824,138 | 462,017 |
Current liabilities | 10,558 | 5,731 |
Non-current liabilities | 118,162 | 73,438 |
Total liabilities | $ 128,720 | $ 79,169 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Aug. 03, 2023 USD ($) facility MW | Jan. 11, 2023 USD ($) MW | Sep. 30, 2023 USD ($) variableInterestEntity MW | Dec. 31, 2022 variableInterestEntity | |
Stellar MA Acquisition | ||||
Variable Interest Entity [Line Items] | ||||
Consideration transferred | $ 3.8 | |||
Property, plant and equipment | 3.9 | |||
Operating lease assets | 0.7 | |||
Operating lease liabilities | 0.7 | |||
Acquisitions of VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Nameplate capacity | MW | 5,500,000 | |||
Consideration transferred | $ 2 | $ 10.7 | ||
Property, plant and equipment | 2.1 | 11 | ||
Operating lease assets | 1.5 | |||
Operating lease liabilities | $ 1.4 | |||
Additional obligations incurred | 0.1 | $ 0.1 | ||
Option to purchase membership interests agreements to acquire equity interests paid on option exercise date | 0.2 | |||
Intangible assets | 0.1 | |||
Noncontrolling interests | $ 0.2 | |||
Zildjian Solar V, LLC | ||||
Variable Interest Entity [Line Items] | ||||
Consolidated VIEs | variableInterestEntity | 36 | 26 | ||
Zildjian Solar V, LLC | Stellar MA Acquisition | ||||
Variable Interest Entity [Line Items] | ||||
Nameplate capacity | MW | 2.7 | |||
Zildjian Solar V, LLC | Acquisitions of VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Nameplate capacity | MW | 1.4 | |||
Number of assets acquired | facility | 2 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 03, 2023 USD ($) | Jul. 13, 2023 USD ($) MW | Feb. 15, 2023 USD ($) developmentSolarEnergyFacility operatingSolarEnergyFacility MW | Jan. 11, 2023 USD ($) | Nov. 11, 2022 USD ($) facility MW | Sep. 30, 2023 USD ($) MW | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) MW | Sep. 30, 2022 USD ($) | Dec. 23, 2022 | |
Business Acquisition [Line Items] | ||||||||||
Acquisition and entity formation costs | $ 268 | $ 237 | $ 3,128 | $ 583 | ||||||
Marshall Street Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percent of ownership interest acquired | 100% | |||||||||
Acquisition and entity formation costs | 100 | |||||||||
Revenues | 400 | |||||||||
Net income (loss) | 100 | |||||||||
Purchase price | 24,390 | |||||||||
Marshall Street Acquisition | Solar Energy Facility | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nameplate capacity | MW | 10.3 | |||||||||
Marshall Street Acquisition | Battery energy storage system | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nameplate capacity | MW | 5 | |||||||||
True Green II Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percent of ownership interest acquired | 100% | |||||||||
Number of assets acquired | developmentSolarEnergyFacility | 3 | |||||||||
Measurement period adjustments of decrease in property, plant, and equipment | $ 800 | |||||||||
Measurement period adjustments of increase in property, plant, and equipment | 100 | |||||||||
Acquisition and entity formation costs | $ 800 | 2,300 | ||||||||
Revenues | 22,500 | |||||||||
Net income (loss) | $ 13,400 | |||||||||
True Green II Acquisition | Provisional Accounting | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 299,863 | |||||||||
DESRI II & DESRI V of Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 100,783 | |||||||||
Asset Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nameplate capacity | MW | 10,100,000 | 10,100,000 | ||||||||
Consideration transferred | $ 24,400 | $ 15,300 | ||||||||
Total consideration remained payable | $ 300 | 300 | ||||||||
Property, plant and equipment | 16,200 | |||||||||
Operating lease assets | 1,700 | 1,700 | ||||||||
Operating lease liabilities | 1,700 | 1,700 | ||||||||
Intangible liabilities | $ 500 | 500 | ||||||||
Asset retirement obligations | $ 200 | |||||||||
Weighted average amortization period | 6 years | |||||||||
Acquisitions of VIEs | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nameplate capacity | MW | 5,500,000 | 5,500,000 | ||||||||
Consideration transferred | $ 2,000 | $ 10,700 | ||||||||
Total consideration remained payable | $ 200 | 200 | ||||||||
Property, plant and equipment | 2,100 | 11,000 | ||||||||
Operating lease assets | 1,500 | 1,500 | ||||||||
Operating lease liabilities | $ 1,400 | $ 1,400 | ||||||||
Asset retirement obligations | $ 100 | $ 100 | ||||||||
Redeemable noncontrolling interests | $ 200 | |||||||||
True Green II Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nameplate capacity | MW | 220 | |||||||||
Consideration transferred | $ 299,900 | |||||||||
Number of assets acquired | operatingSolarEnergyFacility | 55 | |||||||||
DESRI II & DESRI V of Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nameplate capacity | MW | 88 | |||||||||
Number of assets acquired | facility | 19 | |||||||||
DESRI II & DESRI V of Acquisition | Provisional Accounting | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 100,800 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed from Business Combination (Details) - USD ($) $ in Thousands | Feb. 15, 2023 | Sep. 30, 2023 | Nov. 11, 2022 |
Marshall Street Acquisition | |||
Assets | |||
Accounts receivable | $ 273 | ||
Property, plant and equipment | 28,798 | ||
Operating lease asset | 891 | ||
Total assets acquired | 29,962 | ||
Liabilities | |||
Construction payable | 1,885 | ||
Asset retirement obligation | 256 | ||
Operating lease liability | 391 | ||
Total liabilities assumed | 2,532 | ||
Redeemable non-controlling interests | 3,040 | ||
Total fair value of consideration transferred, net of cash acquired | $ 24,390 | ||
True Green II Acquisition | Provisional Accounting | |||
Assets | |||
Accounts receivable | $ 4,358 | ||
Property, plant and equipment | 334,958 | ||
Intangible assets | 850 | ||
Operating lease asset | 32,053 | ||
Other assets | 1,739 | ||
Total assets acquired | 373,958 | ||
Liabilities | |||
Long-term debt | 8,100 | ||
Intangible liabilities | 4,100 | ||
Asset retirement obligation | 3,795 | ||
Operating lease liability | 37,723 | ||
Contract liability | 3,534 | ||
Other liabilities | 0 | ||
Total liabilities assumed | 57,252 | ||
Redeemable non-controlling interests | 8,100 | ||
Non-controlling interests | 13,296 | ||
Total fair value of consideration transferred, net of cash acquired | 295,310 | ||
True Green II Acquisition | Measurement Period Adjustments | |||
Assets | |||
Measurement period adjustments, Accounts receivable | (357) | ||
Measurement period adjustments, Property, plant and equipment | 914 | ||
Measurement period adjustments, Intangible assets | 0 | ||
Measurement period adjustments, Operating lease asset | (742) | ||
Measurement period adjustments, Other assets | 835 | ||
Measurement period adjustments, Total assets acquired | 650 | ||
Liabilities | |||
Measurement period adjustments, Long-term debt | (217) | ||
Measurement period adjustments, Intangible liabilities | 0 | ||
Measurement period adjustments, Asset retirement obligation | 0 | ||
Measurement period adjustments, Operating lease liability | (1,932) | ||
Measurement period adjustments, Contract liability | 0 | ||
Measurement period adjustments, Other liabilities | 1,932 | ||
Measurement period adjustments, Total liabilities assumed | (217) | ||
Measurement period adjustments, Redeemable non-controlling interests | 0 | ||
Measurement period adjustments, Non-controlling Interests | 204 | ||
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired | 663 | ||
True Green II Acquisition | Final Allocation | |||
Assets | |||
Accounts receivable | 4,001 | ||
Property, plant and equipment | 335,872 | ||
Intangible assets | 850 | ||
Operating lease asset | 31,311 | ||
Other assets | 2,574 | ||
Total assets acquired | 374,608 | ||
Liabilities | |||
Long-term debt | 7,883 | ||
Intangible liabilities | 4,100 | ||
Asset retirement obligation | 3,795 | ||
Operating lease liability | 35,791 | ||
Contract liability | 3,534 | ||
Other liabilities | 1,932 | ||
Total liabilities assumed | 57,035 | ||
Redeemable non-controlling interests | 8,100 | ||
Non-controlling interests | 13,500 | ||
Total fair value of consideration transferred, net of cash acquired | $ 295,973 | ||
DESRI II & DESRI V of Acquisition | |||
Assets | |||
Accounts receivable | $ 2,001 | ||
Property, plant and equipment | 179,500 | ||
Intangible assets | 29,479 | ||
Operating lease asset | 17,831 | ||
Other assets | 432 | ||
Derivative assets | 2,462 | ||
Total assets acquired | 231,705 | ||
Liabilities | |||
Long-term debt | 105,346 | ||
Intangible liabilities | 771 | ||
Asset retirement obligation | 1,508 | ||
Operating lease liability | 20,961 | ||
Contract liability | 7,200 | ||
Accounts payable | 275 | ||
Accrued liabilities | 746 | ||
Total liabilities assumed | 136,807 | ||
Non-controlling interests | 184 | ||
Total fair value of consideration transferred, net of cash acquired | $ 94,714 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Marshall Street Acquisition | ||||
Business Acquisition [Line Items] | ||||
Operating revenues | $ 45,079 | $ 30,877 | $ 122,685 | $ 77,087 |
Net income | 6,776 | (96,258) | 15,474 | (12,609) |
True Green II Acquisition | ||||
Business Acquisition [Line Items] | ||||
Operating revenues | 45,079 | 40,711 | 124,440 | 105,219 |
Net income | $ 6,776 | $ (92,739) | $ 15,687 | $ (4,709) |
Acquisitions - Fair Value of Co
Acquisitions - Fair Value of Consideration Transferred (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Feb. 15, 2023 | Nov. 11, 2022 | Sep. 30, 2023 | |
Marshall Street Acquisition | |||
Business Acquisition [Line Items] | |||
Cash consideration paid to seller on closing | $ 2,820 | ||
Cash consideration paid to settle debt on behalf of seller | 21,570 | ||
Total fair value of consideration transferred | 24,390 | ||
True Green II Acquisition | Provisional Accounting | |||
Business Acquisition [Line Items] | |||
Cash consideration paid to seller on closing | $ 212,850 | ||
Cash consideration paid to settle debt and interest rate swaps on behalf of True Green | 76,046 | ||
Cash consideration in escrow accounts | 3,898 | ||
Purchase price payable | 7,069 | ||
Total fair value of consideration transferred | 299,863 | ||
Restricted cash acquired | 4,553 | ||
Total fair value of consideration transferred, net of cash acquired | 295,310 | ||
True Green II Acquisition | Measurement Period Adjustments | |||
Business Acquisition [Line Items] | |||
Measurement period adjustments, Cash consideration paid to True Green on closing | 0 | ||
Measurement period adjustments, Cash consideration paid to settle debt and interest rate swaps on behalf of True Green | 0 | ||
Measurement period adjustments, Cash consideration in escrow accounts | 0 | ||
Measurement period adjustments, Purchase price payable | 663 | ||
Measurement period adjustments, Total fair value of consideration transferred | 663 | ||
Measurement period adjustments, Restricted cash acquired | 0 | ||
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired | 663 | ||
True Green II Acquisition | Final Allocation | |||
Business Acquisition [Line Items] | |||
Cash consideration paid to seller on closing | 212,850 | ||
Cash consideration paid to settle debt and interest rate swaps on behalf of True Green | 76,046 | ||
Cash consideration in escrow accounts | 3,898 | ||
Purchase price payable | 7,732 | ||
Total fair value of consideration transferred | 300,526 | ||
Restricted cash acquired | 4,553 | ||
Total fair value of consideration transferred, net of cash acquired | $ 295,973 | ||
DESRI II & DESRI V of Acquisition | |||
Business Acquisition [Line Items] | |||
Cash consideration paid to seller on closing | $ 82,235 | ||
Fair value of purchase price payable | 19,017 | ||
Post-closing purchase price true-up | (469) | (500) | |
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 | ||
Business combination, outstanding purchase price payable to seller | $ 5,000 |
Acquisitions - Estimated Fair V
Acquisitions - Estimated Fair Value and Weighted Average Amortization Period of Acquired Assets and Assumed Intangible Liabilities (Details) - USD ($) $ in Thousands | Feb. 15, 2023 | Aug. 25, 2021 |
Favorable Rate Revenue Contracts | True Green II Acquisition | Power sales under PPAs | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue contracts | $ 800 | |
Weighted average amortization period | 19 years | |
Favorable Rate Revenue Contracts | True Green II Acquisition | Renewable Energy Credits | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue contracts | $ 50 | |
Weighted average amortization period | 16 years | |
Favorable Rate Revenue Contracts | DESRI II & DESRI V of Acquisition | Power sales under PPAs | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue contracts | $ 29,479 | |
Weighted average amortization period | 8 years | |
Unfavorable Rate Revenue Contracts | True Green II Acquisition | Power sales under PPAs | ||
Business Acquisition [Line Items] | ||
Fair value, Unfavorable rate revenue contracts | $ (800) | |
Weighted average amortization period | 17 years | |
Unfavorable Rate Revenue Contracts | True Green II Acquisition | Renewable Energy Credits | ||
Business Acquisition [Line Items] | ||
Fair value, Unfavorable rate revenue contracts | $ (3,300) | |
Weighted average amortization period | 3 years | |
Unfavorable Rate Revenue Contracts | DESRI II & DESRI V of Acquisition | Power sales under PPAs | ||
Business Acquisition [Line Items] | ||
Fair value, Unfavorable rate revenue contracts | $ (771) | |
Weighted average amortization period | 12 years |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 966,891 | $ 678,054 |
Unamortized discounts and premiums | (10,274) | (2,088) |
Unamortized deferred financing costs | (14,472) | (11,404) |
Less: Current portion of long-term debt | 34,111 | 29,959 |
Long-term debt, less current portion | 908,034 | 634,603 |
Financing Obligations Recognized In Failed Sale Leaseback Transactions | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 43,129 | 36,724 |
Weighted average interest rate | 3.97% | |
APAF Term Loan | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 477,752 | 487,179 |
Weighted average interest rate | 3.51% | |
APAF II Term Loan | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 114,716 | 125,668 |
APAF II Term Loan | Secured Overnight Financing Rate | ||
Line of Credit Facility [Line Items] | ||
Weighted average interest rate | 1.475% | |
APAF III Term Loan | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 265,294 | 0 |
Weighted average interest rate | 5.62% | |
APAG Revolver | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 55,000 | 0 |
APAG Revolver | Secured Overnight Financing Rate | ||
Line of Credit Facility [Line Items] | ||
Weighted average interest rate | 2.60% | |
Other term loans | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 11,000 | $ 28,483 |
Weighted average interest rate | 3.04% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jul. 21, 2023 | Jun. 15, 2023 | Dec. 23, 2022 | Dec. 19, 2022 | Aug. 25, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 15, 2023 | Aug. 29, 2022 | Jan. 10, 2020 | |
Line of Credit Facility [Line Items] | |||||||||||||
Payment of debt issuance costs | $ 2,969 | $ 68 | |||||||||||
Gain (loss) on extinguishment of debt | 100 | ||||||||||||
Financing obligation | $ 42,200 | 42,200 | $ 35,600 | ||||||||||
Deferred transaction cost | 1,000 | 1,100 | |||||||||||
Payment of financing obligation | 1,100 | $ 900 | 2,600 | 1,500 | |||||||||
Interest expense | 400 | $ 400 | 1,300 | $ 1,100 | |||||||||
Debt repayment | 500 | ||||||||||||
Payments of financing costs | 0 | 600 | |||||||||||
Long-term debt | 966,891 | 966,891 | 678,054 | ||||||||||
Minimum lease payments | 30,053 | 30,053 | |||||||||||
Investment tax credit | 13,200 | ||||||||||||
Implied interest on financing lease obligation | 2,800 | 2,800 | |||||||||||
Difference between minimum lease payments and fair value of financing lease obligations acquired | 400 | 400 | |||||||||||
Surety Bond | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face amount | 4,400 | 4,400 | 2,000 | ||||||||||
Stellar HI Acquisition | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Difference between minimum lease payments and fair value of finance obligations | $ 2,600 | $ 2,600 | |||||||||||
True Green II Acquisition | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit facility, current borrowing capacity | $ 193,000 | ||||||||||||
Remaining borrowing capacity | 11,000 | ||||||||||||
Financing Obligations Recognized In Failed Sale Leaseback Transactions | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Weighted average interest rate | 3.97% | 3.97% | |||||||||||
Long-term debt | $ 43,129 | $ 43,129 | 36,724 | ||||||||||
Minimum lease payments | $ 30,100 | $ 30,100 | |||||||||||
APAF Term Loan | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Weighted average interest rate | 3.51% | 3.51% | |||||||||||
Outstanding principal balance | $ 477,800 | $ 477,800 | 487,200 | ||||||||||
Debt issuance costs | 6,900 | 6,900 | 7,600 | ||||||||||
Long-term debt | 477,752 | 477,752 | 487,179 | ||||||||||
APAF II Term Loan | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face amount | 114,700 | 114,700 | 125,700 | ||||||||||
Derivative, fixed interest rate | 4.885% | ||||||||||||
Unamortized debt issuance costs | 2,300 | 2,300 | 2,700 | ||||||||||
Long-term debt | $ 114,716 | $ 114,716 | 125,668 | ||||||||||
APAF II Term Loan | Secured Overnight Financing Rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Weighted average interest rate | 1.475% | 1.475% | |||||||||||
Debt instrument, basis spread on variable rate | 1.475% | ||||||||||||
APAF II Term Loan | Other term loans | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face amount | $ 125,700 | ||||||||||||
APAF III Term Loan | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 28,000 | $ 47,000 | |||||||||||
Weighted average interest rate | 5.62% | 5.62% | |||||||||||
Outstanding principal balance | $ 204,000 | ||||||||||||
Face amount | $ 265,300 | $ 265,300 | |||||||||||
Unamortized debt issuance costs | 12,700 | 12,700 | |||||||||||
Interest rate | 5.62% | ||||||||||||
Payment of debt issuance costs | 200 | 300 | 4,000 | ||||||||||
Issuance discount | $ 1,100 | 1,500 | 6,300 | ||||||||||
Financing costs | 400 | 1,000 | |||||||||||
Long-term debt | 265,294 | 265,294 | 0 | ||||||||||
APAG Revolver | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face amount | 55,000 | 55,000 | 0 | ||||||||||
Line of credit facility, commitment fee amount | $ 200,000 | ||||||||||||
Long-term debt | $ 55,000 | $ 55,000 | 0 | ||||||||||
APAG Revolver | Secured Overnight Financing Rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Weighted average interest rate | 2.60% | 2.60% | |||||||||||
Construction to Term Loan Facility | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Remaining borrowing capacity | 171,600 | ||||||||||||
Commitment fee percentage | 0.50% | ||||||||||||
Repaid all outstanding term loans | 15,800 | ||||||||||||
Gain (loss) on extinguishment of debt | $ 100 | ||||||||||||
Construction to Term Loan Facility | Construction Loans | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face amount | $ 187,500 | ||||||||||||
Long-term debt | 0 | ||||||||||||
Construction to Term Loan Facility | Other term loans | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Long-term debt | 15,900 | ||||||||||||
Project-Level Term Loan | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Outstanding principal balance | $ 11,000 | $ 11,000 | 12,600 | ||||||||||
Debt issuance costs | $ 1,900 | $ 1,900 | $ 2,200 | ||||||||||
Project-Level Term Loan | Stellar NJ 2 Acquisition | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Outstanding principal balance | $ 14,100 | ||||||||||||
Debt instrument, unamortized discount | $ 2,200 | ||||||||||||
Blackstone Credit Facility | APAF Term Loan | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 503,000 | ||||||||||||
Weighted average interest rate | 3.51% | ||||||||||||
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Letters of Credit Outstanding | ||
Line of Credit Facility [Line Items] | ||
Outstanding principal balance | $ 36.7 | $ 13.4 |
Letters of Credit Outstanding | Deutsche Bank | ||
Line of Credit Facility [Line Items] | ||
Outstanding principal balance | 0 | 0.7 |
Letters of Credit Outstanding | Fifth Third Bank | ||
Line of Credit Facility [Line Items] | ||
Outstanding principal balance | 12.1 | 12.1 |
Letters of Credit Outstanding | CIT Bank, N.A. | ||
Line of Credit Facility [Line Items] | ||
Outstanding principal balance | 0.3 | 0.6 |
Letters of Credit Outstanding | KeyBank and Huntington | ||
Line of Credit Facility [Line Items] | ||
Outstanding principal balance | 15.6 | 0 |
Letters of Credit Outstanding | Citibank, N.A. | ||
Line of Credit Facility [Line Items] | ||
Outstanding principal balance | 8.7 | 0 |
Unused Capacity | ||
Line of Credit Facility [Line Items] | ||
Unused borrowing capacity | 66.3 | 102.4 |
Unused Capacity | Deutsche Bank | ||
Line of Credit Facility [Line Items] | ||
Unused borrowing capacity | 0 | 11.8 |
Unused Capacity | Fifth Third Bank | ||
Line of Credit Facility [Line Items] | ||
Unused borrowing capacity | 0 | 0 |
Unused Capacity | CIT Bank, N.A. | ||
Line of Credit Facility [Line Items] | ||
Unused borrowing capacity | 0 | 0 |
Unused Capacity | KeyBank and Huntington | ||
Line of Credit Facility [Line Items] | ||
Unused borrowing capacity | 0 | 15.6 |
Unused Capacity | Citibank, N.A. | ||
Line of Credit Facility [Line Items] | ||
Unused borrowing capacity | $ 66.3 | $ 75 |
Debt - Payments Required Under
Debt - Payments Required Under Failed Sale-Leasebacks (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 917 |
2024 | 3,021 |
2025 | 3,023 |
2026 | 2,995 |
2027 | 2,986 |
Thereafter | 17,111 |
Total | $ 30,053 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Total assets at fair value | $ 19,071 | $ 105,795 |
Liabilities | ||
Alignment Shares liability | 42,803 | 66,145 |
Total liabilities at fair value | 45,828 | 69,020 |
Money market fund | ||
Assets | ||
Money market fund | 101,842 | |
Contingent consideration liability | ||
Liabilities | ||
Contingent consideration liability | 3,025 | 2,875 |
Interest rate swaps | ||
Assets | ||
Interest rate swaps | 5,049 | 3,953 |
Forward starting interest rate swap | ||
Assets | ||
Interest rate swaps | 14,022 | |
Level 1 | ||
Assets | ||
Total assets at fair value | 0 | 101,842 |
Liabilities | ||
Alignment Shares liability | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 1 | Money market fund | ||
Assets | ||
Money market fund | 101,842 | |
Level 1 | Contingent consideration liability | ||
Liabilities | ||
Contingent consideration liability | 0 | 0 |
Level 1 | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 0 | 0 |
Level 1 | Forward starting interest rate swap | ||
Assets | ||
Interest rate swaps | 0 | |
Level 2 | ||
Assets | ||
Total assets at fair value | 19,071 | 3,953 |
Liabilities | ||
Alignment Shares liability | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 2 | Money market fund | ||
Assets | ||
Money market fund | 0 | |
Level 2 | Contingent consideration liability | ||
Liabilities | ||
Contingent consideration liability | 0 | 0 |
Level 2 | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 5,049 | 3,953 |
Level 2 | Forward starting interest rate swap | ||
Assets | ||
Interest rate swaps | 14,022 | |
Level 3 | ||
Assets | ||
Total assets at fair value | 0 | 0 |
Liabilities | ||
Alignment Shares liability | 42,803 | 66,145 |
Total liabilities at fair value | 45,828 | 69,020 |
Level 3 | Money market fund | ||
Assets | ||
Money market fund | 0 | |
Level 3 | Contingent consideration liability | ||
Liabilities | ||
Contingent consideration liability | 3,025 | 2,875 |
Level 3 | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 0 | $ 0 |
Level 3 | Forward starting interest rate swap | ||
Assets | ||
Interest rate swaps | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 21, 2023 USD ($) | Jun. 15, 2023 USD ($) | Dec. 22, 2020 USD ($) facility MW | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Alignment shares outstanding (in shares) | shares | 996,188 | 1,207,500 | 996,188 | 1,207,500 | 1,408,750 | 1,207,500 | |||
Volatility rate | 68% | ||||||||
Risk-free interest rate | 4.65% | ||||||||
Interest expense | $ (9,180,000) | $ (5,657,000) | $ (30,150,000) | $ (15,768,000) | |||||
Purchase price payable, noncurrent | 0 | 0 | $ 6,940,000 | ||||||
Loss (gain) on fair value remeasurement of contingent consideration | 50,000 | 825,000 | 150,000 | (146,000) | |||||
Class of warrants or rights, warrants exchanged | $ 47,600,000 | ||||||||
Warrants and rights outstanding | 0 | 0 | |||||||
Loss (gain) in fair value change of warrant | 29,600,000 | 6,400,000 | |||||||
Solar Acquisition | |||||||||
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 | ||||||||
Purchase price payable, noncurrent | 3,000,000 | 3,000,000 | 2,900,000 | ||||||
Amount of change of other contingent consideration, amount | 0 | 500,000 | 0 | 500,000 | |||||
Solar Acquisition | Power Rate | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Loss (gain) on fair value remeasurement of contingent consideration | 100,000 | $ (800,000) | 200,000 | ||||||
Solar Acquisition | Production Volume | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Loss (gain) on fair value remeasurement of contingent consideration | $ 100,000 | ||||||||
Interest Rate Swaps | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Derivative, notional amount | 118,800,000 | 118,800,000 | $ 141,600,000 | ||||||
Interest expense | 3,200,000 | 3,700,000 | |||||||
Forward Starting Interest Rate Swap | |||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||
Derivative, notional amount | 250,000,000 | 250,000,000 | |||||||
Proceeds from issuance of debt | $ 500,000 | $ 500,000 | |||||||
Change in unrealized gain (loss) on fair value hedging instruments | $ 8,400,000 | $ 11,400,000 |
Fair Value Measurements - Align
Fair Value Measurements - Alignment Shares (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Shares | ||
Beginning balance (in shares) | 1,207,500 | 1,408,750 |
Alignment shares converted (in shares) | (201,250) | (201,250) |
Alignment shares forfeited (in shares) | (10,062) | 0 |
Fair value remeasurement (in shares) | 0 | 0 |
Ending balance (in shares) | 996,188 | 1,207,500 |
$ | ||
Beginning balance | $ 66,145 | $ 127,474 |
Alignment shares converted | (11) | (15) |
Alignment shares forfeited | (432) | 0 |
Fair value remeasurement | (22,899) | 9,367 |
Ending balance | $ 42,803 | $ 136,826 |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 06, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Common stock, authorized (in shares) | 988,591,250 | 988,591,250 | 988,591,250 | |||
Common stock, issued (in shares) | 158,989,953 | 158,989,953 | 158,904,401 | |||
Common stock dividends | $ 0 | $ 0 | ||||
Alignment shares outstanding (in shares) | 996,188 | 996,188 | 1,207,500 | 1,207,500 | 1,408,750 | |
ATM Equity Program | ||||||
Class of Stock [Line Items] | ||||||
Aggregate offering price | $ 200,000,000 | |||||
Number of shares issued in transaction (in shares) | 0 | 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) | 158,989,953 | 158,989,953 | 158,904,401 | |||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Alignment shares outstanding (in shares) | 996,188 | 996,188 | 1,207,500 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Components of Redeemable Noncontrolling Interests | ||
Redeemable noncontrolling interest, beginning balance | $ 18,133 | $ 15,527 |
Cash distributions | (1,747) | (725) |
Cash contributions | 0 | 1,087 |
Redemption of redeemable noncontrolling interests | (4,301) | 0 |
Assumed redeemable noncontrolling interest through business combination | 11,341 | 2,125 |
Net loss attributable to redeemable noncontrolling interest | 175 | 430 |
Redeemable noncontrolling interest, ending balance | $ 23,601 | $ 18,444 |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 2,757 | $ 1,639 | $ 7,931 | $ 4,911 |
Variable lease expense | 479 | 337 | 1,290 | 782 |
Total lease expense | $ 3,236 | $ 1,976 | $ 9,221 | $ 5,693 |
Leases - Supplemental Informati
Leases - Supplemental Information of Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 7,235 | $ 3,713 |
Operating lease assets obtained in exchange for new operating lease liabilities | $ 64,904 | $ 3,105 |
Weighted-average remaining lease term, years | 23 years 3 months 18 days | 18 years 4 months 24 days |
Weighted average discount rate | 5.30% | 4.10% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 3,487 |
2024 | 12,964 |
2025 | 12,966 |
2026 | 13,059 |
2027 | 13,120 |
Thereafter | 238,905 |
Total | 294,501 |
Less: Present value discount | (132,401) |
Lease liability | $ 162,100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Guarantor Obligations [Line Items] | ||
Guarantor term | 15 years | |
Purchase obligation | $ 0 | $ 29.5 |
Minimum | ||
Guarantor Obligations [Line Items] | ||
Guarantor term | 10 years | |
Maximum | ||
Guarantor Obligations [Line Items] | ||
Guarantor term | 25 years | |
Performance Guarantee | ||
Guarantor Obligations [Line Items] | ||
Performance guarantee obligations | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 09, 2022 $ / MW | |
Related Party Transaction [Line Items] | ||||||
Interest expense | $ 400 | $ 400 | $ 1,300 | $ 1,100 | ||
Interest payable | 8,495 | 8,495 | $ 4,436 | |||
Operating lease asset | 152,865 | 152,865 | 94,463 | |||
Operating lease liability | $ 162,100 | $ 162,100 | ||||
Weighted-average remaining lease term, years | 23 years 3 months 18 days | 18 years 4 months 24 days | 23 years 3 months 18 days | 18 years 4 months 24 days | ||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | $ 53 | $ 53 | 112 | |||
Due from related parties | 0 | 0 | 0 | |||
Related Party | Link Logistics | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease asset | 24,700 | 24,700 | ||||
Operating lease liability | $ 24,700 | $ 24,700 | ||||
Weighted-average remaining lease term, years | 30 years | 30 years | ||||
Related Party | Commercial Collaboration Agreement | CBRE Group, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | $ 0 | |||||
Repayments of related party debt | 0 | |||||
Related Party | Purchase and Sale Agreement | CBRE Group, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | $ 200 | $ 0 | ||||
Related Party | Master Services Agreement | CBRE Group, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | 100 | 100 | 100 | |||
Related party transaction, amounts of transaction | 400 | $ 0 | ||||
Minimum | Related Party | CBRE Group, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Development Fee | $ / MW | 0.015 | |||||
Maximum | Related Party | CBRE Group, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Development Fee | $ / MW | 0.030 | |||||
APAF Term Loan and APAF III Term Loan | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | 8,000 | $ 4,500 | 20,700 | $ 13,200 | ||
Interest payable | $ 8,000 | $ 8,000 | $ 4,400 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income (loss) attributable to Altus Power, Inc. | $ 5,330 | $ (96,980) | $ 17,772 | $ (12,446) | ||
Income attributable to participating securities | (33) | 0 | (113) | 0 | ||
Net income attributable to common stockholders - basic | 5,297 | (96,980) | 17,659 | (12,446) | ||
Net income attributable to common stockholders - diluted | $ 5,297 | $ (96,980) | $ 17,659 | $ (12,446) | ||
Weighted average shares of common stock outstanding - basic (in shares) | 158,719,684 | 154,455,228 | 158,687,373 | 153,482,503 | ||
Weighted average shares of common stock outstanding - diluted (in shares) | 160,198,154 | 154,455,228 | 160,965,682 | 153,482,503 | ||
Net income (loss) attributable to common stockholders per share - basic (in usd per share) | $ 0.03 | $ (0.63) | $ 0.11 | $ (0.08) | ||
Net income (loss) attributable to common stockholders per share - diluted (in usd per share) | $ 0.03 | $ (0.63) | $ 0.11 | $ (0.08) | ||
Alignment shares outstanding (in shares) | 996,188 | 1,207,500 | 996,188 | 1,207,500 | 1,207,500 | 1,408,750 |
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) | 271,259 | 542,511 | 271,259 | 542,511 | ||
Restricted Stock Units (RSUs) | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Dilutive shares (in shares) | 265,133 | 0 | 260,885 | 0 | ||
Restricted Stock | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Dilutive shares (in shares) | 1,213,337 | 0 | 2,017,424 | 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended | 9 Months Ended | ||||
Jul. 12, 2021 $ / shares | Sep. 30, 2023 USD ($) installment $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) installment $ / shares shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ | $ 4,176,000 | $ 2,708,000 | $ 11,304,000 | $ 6,670,000 | ||
Common stock, issued (in shares) | 158,989,953 | 158,989,953 | 158,904,401 | |||
Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, issued (in shares) | 158,989,953 | 158,989,953 | 158,904,401 | |||
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) | $ / shares | $ 10 | |||||
Stock price performance hurdle, third anniversary (in usd per share) | $ / shares | 19.53 | |||||
Stock price performance hurdle, fifth anniversary (in usd per share) | $ / shares | 24.41 | |||||
Stock price performance hurdle, fourth anniversary (in usd per share) | $ / shares | $ 30.51 | |||||
Percent of increase in authorized shares | 5% | 5% | ||||
Omnibus Incentive Plan | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of stock subject to conversion | 5% | |||||
Common stock authorized for issuance (in shares) | 30,992,545 | 30,992,545 | 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% | 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) | 4,662,020 | 4,662,020 | 3,072,976 | |||
Stock-based compensation | $ | $ 0 | $ 0 | ||||
Common stock, issued (in shares) | 0 | 0 | 0 | 0 | ||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | $ | $ 37,900,000 | $ 37,900,000 | $ 33,200,000 | |||
Weighted average period of recognition | 3 years | |||||
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) | 271,259 | 271,259 | 542,511 | |||
Restricted Stock Units (RSUs) | Omnibus Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs granted (in shares) | 5,000 | 155,000 | 3,026,148 | 8,043,914 | ||
RSUs granted (in usd per share) | $ / shares | $ 6.66 | $ 6.66 | ||||
Number of installment | installment | 1 | 1 | ||||
Percent of weighted average grant date fair value | 50% | 50% | ||||
Stock-based compensation | $ | $ 4,200,000 | $ 2,700,000 | $ 11,300,000 | $ 6,700,000 | ||
RSUs forfeited (in shares) | 34,228 | 0 | 45,282 | 0 | ||
Restricted Stock Units (RSUs) | Omnibus Incentive Plan | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares received (in shares) | 1 | 1 | ||||
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% | |||||
RSUs granted (in shares) | 259,662 | 259,662 | ||||
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% | |||||
RSUs granted (in shares) | 5,000 | 2,766,486 | ||||
RSUs granted (in usd per share) | $ / shares | $ 6 | $ 5.42 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ (1,940) | $ 1,964 | $ 77 | $ 2,548 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Oct. 27, 2023 USD ($) operatingSolarEnergyFacility MW | Oct. 05, 2023 USD ($) | Nov. 10, 2023 USD ($) |
Subsequent Event [Line Items] | |||
Component of other comprehensive income | $ 15.8 | ||
Solar energy facilities | |||
Subsequent Event [Line Items] | |||
Nameplate capacity | MW | 121 | ||
Number of assets acquired | operatingSolarEnergyFacility | 35 | ||
Consideration transferred | $ 120.4 | ||
Total consideration remained payable | $ 8 | ||
Interest Rate Swaps | |||
Subsequent Event [Line Items] | |||
Derivative, notional amount | $ 175 | ||
APAF II Term Loan | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 200 | ||
APAF II Term Loan | Secured Overnight Financing Rate (SOFR) | |||
Subsequent Event [Line Items] | |||
Interest rate | 3.25% |