Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 26, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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, | |
Entity Address, Address Line Two | 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 $0.0001 per share | |
Trading Symbol | AMPS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001828723 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 159,989,890 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 796,950 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Operating revenues, net | $ 52,460 | $ 46,513 | $ 93,119 | $ 75,891 |
Operating expenses | ||||
Cost of operations (exclusive of depreciation and amortization shown separately below) | 11,272 | 7,581 | 22,192 | 13,557 |
General and administrative | 12,240 | 8,291 | 22,262 | 15,653 |
Depreciation, amortization and accretion expense | 17,166 | 12,959 | 33,296 | 24,335 |
Acquisition and entity formation costs | 450 | 1,369 | 1,516 | 2,860 |
(Gain) loss on fair value remeasurement of contingent consideration, net | (1,400) | 50 | (1,479) | 100 |
Gain on disposal of property, plant and equipment | 0 | 0 | (88) | 0 |
Stock-based compensation (benefit) expense | (4,227) | 4,256 | 77 | 7,128 |
Total operating expenses | 35,501 | 34,506 | 77,776 | 63,633 |
Operating income | 16,959 | 12,007 | 15,343 | 12,258 |
Other (income) expense | ||||
Change in fair value of Alignment Shares liability | (11,881) | (2,805) | (37,958) | (19,823) |
Other (income) expense, net | (1,135) | 1,789 | (1,818) | 1,879 |
Interest expense, net | 17,865 | 8,524 | 34,058 | 20,970 |
Total other expense (income), net | 4,849 | 7,508 | (5,718) | 3,026 |
Income before income taxes | 12,110 | 4,499 | 21,061 | 9,232 |
Income tax benefit (expense) | 21,039 | (1,129) | 16,143 | (2,017) |
Net income | 33,149 | 3,370 | 37,204 | 7,215 |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (4,496) | (3,455) | (7,950) | (5,227) |
Net income attributable to Altus Power, Inc. | $ 37,645 | $ 6,825 | $ 45,154 | $ 12,442 |
Net income per share attributable to common stockholders | ||||
Basic (in usd per share) | $ 0.23 | $ 0.04 | $ 0.28 | $ 0.08 |
Diluted (in usd per share) | $ 0.23 | $ 0.04 | $ 0.27 | $ 0.08 |
Weighted average shares used to compute net income per share attributable to common stockholders | ||||
Basic (in shares) | 159,902,589 | 158,719,684 | 159,464,164 | 158,670,950 |
Diluted (in shares) | 163,585,652 | 158,978,275 | 165,500,438 | 160,747,045 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 33,149 | $ 3,370 | $ 37,204 | $ 7,215 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 0 | 0 | 9 | 9 |
Unrealized gain on a cash flow hedge, net of tax | 0 | 3,770 | 0 | 2,999 |
Reclassification of realized gain on cash flow hedge to net income | (433) | 0 | (837) | 0 |
Other comprehensive (loss) income, net of tax | (433) | 3,770 | (828) | 3,008 |
Total comprehensive income | 32,716 | 7,140 | 36,376 | 10,223 |
Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests | (4,496) | (3,455) | (7,950) | (5,227) |
Comprehensive income attributable to Altus Power, Inc. | $ 37,212 | $ 10,595 | $ 44,326 | $ 15,450 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 78,379 | $ 160,817 |
Current portion of restricted cash | 1,166 | 45,358 |
Accounts receivable, net | 31,822 | 17,100 |
Other current assets | 8,574 | 5,522 |
Total current assets | 119,941 | 228,797 |
Restricted cash, noncurrent portion | 12,733 | 12,752 |
Property, plant and equipment, net | 1,751,125 | 1,619,047 |
Intangible assets, net | 48,544 | 47,588 |
Operating lease asset | 182,031 | 173,804 |
Derivative assets | 2,965 | 530 |
Deferred tax assets, net | 6,314 | 0 |
Other assets | 8,294 | 7,831 |
Total assets | 2,131,947 | 2,090,349 |
Current liabilities: | ||
Accounts payable | 7,492 | 7,338 |
Construction payable | 13,836 | 14,108 |
Interest payable | 15,133 | 8,685 |
Purchase price payable, current | 5,673 | 9,514 |
Current portion of long-term debt, net | 73,570 | 39,611 |
Operating lease liability, current | 4,521 | 6,861 |
Contract liability, current | 2,453 | 2,940 |
Total current liabilities | 131,886 | 106,510 |
Alignment Shares liability | 22,534 | 60,502 |
Long-term debt, net of unamortized debt issuance costs and current portion | 1,180,168 | 1,163,307 |
Intangible liabilities, net | 18,169 | 18,945 |
Asset retirement obligations | 18,966 | 17,014 |
Operating lease liability, noncurrent | 187,891 | 180,701 |
Contract liability, noncurrent | 6,074 | 5,620 |
Deferred tax liabilities, net | 0 | 9,831 |
Other long-term liabilities | 3,012 | 2,908 |
Total liabilities | 1,568,700 | 1,565,338 |
Commitments and contingent liabilities (Note 11) | ||
Redeemable noncontrolling interests | 22,891 | 26,044 |
Stockholders' equity | ||
Common stock $0.0001 par value; 988,591,250 shares authorized as of June 30, 2024, and December 31, 2023; 159,989,890 and 158,999,886 shares issued and outstanding as of June 30, 2024, and December 31, 2023 | 16 | 16 |
Additional paid-in capital | 484,181 | 485,063 |
Accumulated deficit | (10,120) | (55,274) |
Accumulated other comprehensive income | 16,445 | 17,273 |
Total stockholders' equity | 490,522 | 447,078 |
Noncontrolling interests | 49,834 | 51,889 |
Total equity | 540,356 | 498,967 |
Total liabilities, redeemable noncontrolling interests, and equity | 2,131,947 | 2,090,349 |
Related Party | ||
Current liabilities: | ||
Due to related parties | 67 | 51 |
Other current liabilities | 67 | 51 |
Nonrelated Party | ||
Current liabilities: | ||
Due to related parties | 9,141 | 17,402 |
Other current liabilities | $ 9,141 | $ 17,402 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) - Parenthetical - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
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) | 159,989,890 | 158,999,886 |
Common stock, outstanding (in shares) | 159,989,890 | 158,999,886 |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheets (unaudited) - Consolidated VIEs - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets of consolidated VIEs, included in total assets above: | ||
Current portion of restricted cash | $ 1,166 | $ 45,358 |
Accounts receivable, net | 31,822 | 17,100 |
Other current assets | 8,574 | 5,522 |
Restricted cash, noncurrent portion | 12,733 | 12,752 |
Property, plant and equipment, net | 1,751,125 | 1,619,047 |
Intangible assets, net | 48,544 | 47,588 |
Operating lease asset | 182,031 | 173,804 |
Other assets | 8,294 | 7,831 |
Total assets | 2,131,947 | 2,090,349 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 7,492 | 7,338 |
Operating lease liability, current | 4,521 | 6,861 |
Current portion of long-term debt, net | 73,570 | 39,611 |
Contract liability, current | 2,453 | 2,940 |
Long-term debt, net of unamortized debt issuance costs and current portion | 1,180,168 | 1,163,307 |
Intangible liabilities, net | 18,169 | 18,945 |
Asset retirement obligations | 18,966 | 17,014 |
Operating lease liability, noncurrent | 187,891 | 180,701 |
Contract liability, noncurrent | 6,074 | 5,620 |
Other long-term liabilities | 3,012 | 2,908 |
Total liabilities | 1,568,700 | 1,565,338 |
Variable Interest Entity, Primary Beneficiary | ||
Assets of consolidated VIEs, included in total assets above: | ||
Cash | 12,605 | 12,191 |
Current portion of restricted cash | 325 | 1,066 |
Accounts receivable, net | 15,620 | 8,068 |
Other current assets | 1,283 | 973 |
Restricted cash, noncurrent portion | 3,547 | 4,002 |
Property, plant and equipment, net | 868,148 | 845,024 |
Intangible assets, net | 5,781 | 5,507 |
Operating lease asset | 95,858 | 79,597 |
Other assets | 2,243 | 2,228 |
Total assets | 1,005,410 | 958,656 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 2,235 | 1,056 |
Operating lease liability, current | 2,280 | 2,542 |
Current portion of long-term debt, net | 3,022 | 3,021 |
Contract liability, current | 484 | 484 |
Other current liabilities | 1,629 | 1,473 |
Long-term debt, net of unamortized debt issuance costs and current portion | 38,626 | 38,958 |
Intangible liabilities, net | 4,105 | 4,522 |
Asset retirement obligations | 9,780 | 9,185 |
Operating lease liability, noncurrent | 98,779 | 82,913 |
Contract liability, noncurrent | 4,148 | 4,011 |
Other long-term liabilities | 1,734 | 1,771 |
Total liabilities | $ 166,822 | $ 149,936 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Total | Class A Common Stock | Total Stockholders' Equity | Total Stockholders' Equity Class A Common Stock | Common Stock | Common Stock Class A Common Stock | Additional Paid-in Capital | 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, 2022 | 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 expense (benefit) (in shares) | 83,541 | |||||||||||
Stock-based compensation expense (benefit) | 7,069 | 7,069 | 7,069 | |||||||||
Cash distributions to noncontrolling interests | (1,015) | (1,015) | ||||||||||
Cash contributions from noncontrolling interests | 6,274 | 6,274 | ||||||||||
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 noncontrolling interests | 1,374 | 1,374 | 1,374 | |||||||||
Other comprehensive income (loss) | 3,008 | 3,008 | 3,008 | |||||||||
Net income (loss) | 7,304 | 12,442 | 12,442 | (5,138) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 158,989,953 | |||||||||||
Ending balance at Jun. 30, 2023 | 482,451 | 448,005 | $ 16 | 478,458 | 3,008 | (33,477) | 34,446 | |||||
Beginning balance (in shares) at Mar. 31, 2023 | 158,989,953 | |||||||||||
Beginning balance at Mar. 31, 2023 | 465,853 | 433,154 | $ 16 | 474,202 | (762) | (40,302) | 32,699 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense (benefit) | 4,256 | 4,256 | 4,256 | |||||||||
Cash distributions to noncontrolling interests | (489) | (489) | ||||||||||
Cash contributions from noncontrolling interests | 4,537 | 4,537 | ||||||||||
Noncontrolling interests assumed through acquisitions | 204 | 204 | ||||||||||
Other comprehensive income (loss) | 3,770 | 3,770 | 3,770 | |||||||||
Net income (loss) | 4,320 | 6,825 | 6,825 | (2,505) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 158,989,953 | |||||||||||
Ending balance at Jun. 30, 2023 | $ 482,451 | 448,005 | $ 16 | 478,458 | 3,008 | (33,477) | 34,446 | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 158,999,886 | 158,999,886 | 158,999,886 | |||||||||
Beginning balance at Dec. 31, 2023 | $ 498,967 | 447,078 | $ 16 | 485,063 | 17,273 | (55,274) | 51,889 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense (benefit) (in shares) | [1] | 988,013 | ||||||||||
Stock-based compensation expense (benefit) | [1] | (892) | (892) | (892) | ||||||||
Cash distributions to noncontrolling interests | (1,473) | (1,473) | ||||||||||
Accrued distributions to noncontrolling interests | (77) | (77) | ||||||||||
Cash contributions from noncontrolling interests | 4,103 | 4,103 | ||||||||||
Conversion of convertible securities (in shares) | 1,991 | |||||||||||
Conversion of convertible securities | $ 10 | $ 10 | $ 10 | |||||||||
Noncontrolling interests assumed through acquisitions | 2,100 | 2,100 | ||||||||||
Other comprehensive income (loss) | (828) | (828) | (828) | |||||||||
Net income (loss) | $ 38,446 | 45,154 | 45,154 | (6,708) | ||||||||
Ending balance (in shares) at Jun. 30, 2024 | 159,989,890 | 158,989,890 | 159,989,890 | |||||||||
Ending balance at Jun. 30, 2024 | $ 540,356 | 490,522 | $ 16 | 484,181 | 16,445 | (10,120) | 49,834 | |||||
Beginning balance (in shares) at Mar. 31, 2024 | 159,874,981 | |||||||||||
Beginning balance at Mar. 31, 2024 | 508,052 | 457,537 | $ 16 | 488,408 | 16,878 | (47,765) | 50,515 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation expense (benefit) (in shares) | [2] | 114,909 | ||||||||||
Stock-based compensation expense (benefit) | [2] | (4,227) | (4,227) | (4,227) | ||||||||
Cash distributions to noncontrolling interests | (574) | (574) | ||||||||||
Accrued distributions to noncontrolling interests | (77) | (77) | ||||||||||
Cash contributions from noncontrolling interests | 4,103 | 4,103 | ||||||||||
Other comprehensive income (loss) | (433) | (433) | (433) | |||||||||
Net income (loss) | $ 33,512 | 37,645 | 37,645 | (4,133) | ||||||||
Ending balance (in shares) at Jun. 30, 2024 | 159,989,890 | 158,989,890 | 159,989,890 | |||||||||
Ending balance at Jun. 30, 2024 | $ 540,356 | $ 490,522 | $ 16 | $ 484,181 | $ 16,445 | $ (10,120) | $ 49,834 | |||||
[1] Stock-based compensation benefit is recognized in connection with the CEO transition. Refer to Note 14, "Stock-Based Compensation" for further details. Stock-based compensation benefit is recognized in connection with the CEO transition. Refer to Note 14, "Stock-Based Compensation" for further details. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net income | $ 37,204 | $ 7,215 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation, amortization and accretion | 33,296 | 24,335 |
Non-cash lease transactions | (2,289) | 499 |
Deferred tax expense | (16,143) | 2,011 |
Amortization of debt discount and financing costs | 2,458 | 1,683 |
Change in fair value of Alignment Shares liability | (37,958) | (19,823) |
Remeasurement of contingent consideration, net | (1,479) | 100 |
Gain on disposal of property, plant and equipment | (88) | 0 |
Reclassification of realized gain on cash flow hedge to net income | (837) | 0 |
Stock-based compensation (benefit) expense | (116) | 7,069 |
Other | (1,457) | 1,350 |
Changes in assets and liabilities, excluding the effect of acquisitions | ||
Accounts receivable | (13,163) | (9,597) |
Due to related parties | 16 | 41 |
Derivative assets | (2,435) | 2,676 |
Other assets | (2,683) | 1,607 |
Accounts payable | 358 | 2,924 |
Interest payable | 6,448 | 3,037 |
Contract liability | 268 | 243 |
Other liabilities | (2,478) | 121 |
Net cash (used for) provided by operating activities | (1,078) | 25,491 |
Cash flows used for investing activities | ||
Capital expenditures | (40,497) | (61,982) |
Payments to acquire renewable energy businesses, net of cash and restricted cash acquired | (119,444) | (288,903) |
Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired | (6,533) | (22,433) |
Proceeds from disposal of property, plant and equipment | 266 | 0 |
Net cash used for investing activities | (166,208) | (373,318) |
Cash flows used for financing activities | ||
Proceeds from issuance of long-term debt | 131,895 | 269,850 |
Repayment of long-term debt | (81,677) | (31,068) |
Payment of debt issuance costs | (1,231) | (2,548) |
Payment of deferred purchase price payable | (3,860) | (4,531) |
Payment of contingent consideration | (5,793) | 0 |
Contributions from noncontrolling interests | 4,103 | 6,274 |
Redemption of redeemable noncontrolling interests | 0 | (3,224) |
Distributions to noncontrolling interests | (2,800) | (2,189) |
Net cash provided by financing activities | 40,637 | 232,564 |
Net decrease in cash, cash equivalents, and restricted cash | (126,649) | (115,263) |
Cash, cash equivalents, and restricted cash, beginning of period | 218,927 | 199,398 |
Cash, cash equivalents, and restricted cash, end of period | 92,278 | 84,135 |
Supplemental cash flow disclosure | ||
Cash paid for interest | 28,387 | 15,299 |
Cash paid for taxes | 26 | 0 |
Non-cash investing and financing activities | ||
Asset retirement obligations | 1,391 | 3,943 |
Debt assumed through acquisitions | 0 | 7,883 |
Noncontrolling interest assumed through acquisitions | 2,100 | 13,500 |
Redeemable noncontrolling interest assumed through acquisitions | 0 | 8,100 |
Accrued distributions to noncontrolling interests | 661 | 0 |
Acquisitions of property and equipment included in construction payable | 0 | 6,125 |
Conversion of Alignment Shares into common stock | 10 | 11 |
Deferred purchase price payable | $ 0 | $ 7,606 |
General
General | 6 Months Ended |
Jun. 30, 2024 | |
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 ”), the Company merged (the “ Merger ”) with CBRE Acquisition Holdings, Inc. (“ CBAH ”) and became listed on the New York Stock Exchange under the stock symbol "AMPS." |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, filed with the Company’s 2023 annual report on Form 10-K on March 14, 2024, and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The information as of December 31, 2023, included in the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of June 30, 2024, and the results of operations and cash flows for the three and six months ended June 30, 2024, and 2023. The results of operations for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“ AROs ”), contingent consideration, 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 maker is the chief executive officer. Based on the financial information presented to and reviewed by the chief operating decision maker 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 (“ PPAs ”), 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 June 30, 2024 As of December 31, 2023 Cash and cash equivalents $ 78,379 $ 160,817 Current portion of restricted cash 1,166 45,358 Restricted cash, noncurrent portion 12,733 12,752 Total $ 92,278 $ 218,927 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 June 30, 2024, and no customers that individually accounted for over 10% of total operating revenues, net for the three and six months ended June 30, 2024. The Company had no customers that individually accounted for over 10% of total accounts receivable, net as of December 31, 2023. The Company had one customer that individually accounted for over 10% (i.e., 14.4%) of total operating revenues, net for the three months ended June 30, 2023, and one customer that individually accounted for over 10% (i.e., 14.7%), of total operating revenues, net for the six months ended June 30, 2023. Accounting Pronouncements As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require disclosure of incremental segment information and the title and position of the chief operating decision maker (" CODM "). Registrants will be required to disclose significant segment expenses that are regularly provided to the CODM, as well as additional information on segment profit and loss measures and how such information is used by the CODM to assess segment performance and allocate resources. This ASU is effective for annual periods beginning in January 2024 and interim periods beginning in January 2025. The Company is currently evaluating the impact of this ASU, but does not currently expect it to have a material impact on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation table, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance shall be applied on a prospective basis with the option to apply retrospectively. The Company will apply the guidance upon the effective date. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Power sales under PPAs $ 20,722 $ 16,641 $ 33,347 $ 25,627 Power sales under NMCAs 15,493 13,297 25,470 20,133 Power sales on wholesale markets 541 568 836 924 Total revenue from power sales 36,756 30,506 59,653 46,684 Solar renewable energy credit revenue 10,113 13,526 20,049 23,593 Rental income 3,110 986 5,215 1,612 Performance based incentives 1,968 464 6,775 2,562 Revenue recognized on contract liabilities 513 1,031 1,427 1,440 Total operating revenues, net $ 52,460 $ 46,513 $ 93,119 $ 75,891 Transaction price allocated to the remaining performance obligation In accordance with optional exemptions available under Topic 606, the Company does not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which revenue is recognized at the amount to which the Company have the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation. Contracts with fixed consideration consist primarily of performance obligations to supply fixed quantities of solar renewable energy credits (" SRECs "). Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at inception of the contract. Most of the Company's solar renewable energy credit revenue is related to contracts with variable consideration. The Company expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted: 2024 $ 8,452 2025 18,496 2026 15,220 2027 9,327 2028 1,029 Thereafter 23 Total $ 52,547 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets: As of June 30, 2024 As of December 31, 2023 Power sales under PPAs $ 10,519 $ 3,582 Power sales under NMCAs 14,229 8,094 Power sales on wholesale markets 214 249 Total power sales 24,962 11,925 Solar renewable energy credits 5,814 3,379 Rental income 89 450 Performance based incentives 957 1,346 Total $ 31,822 $ 17,100 Payments for all accounts receivable in the above table are typically received within 30 days from invoicing. As of both June 30, 2024, and December 31, 2023, the Company determined that the allowance for credit losses was $0.9 million. Contract liabilities The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037. As of June 30, 2024, the Company had current and non-current contract liabilities of $2.5 million and $6.1 million, respectively. As of December 31, 2023, the Company had current and non-current contract liabilities of $2.9 million and $5.6 million, respectively. The Company does not have any other significant contract asset or liability balances related to revenues. Rental income Rental income is primarily derived from the master lease agreement with Vitol (as described in Note 5, "Acquisitions"), as well as long-term PPAs accounted for as operating leases under ASC 842. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessor. Certain leases include variable lease payments associated with production of solar facilities, which are recognized as rental income in period the energy is delivered. Maturities of fixed rental payments as of June 30, 2024, are as follows: 2024 $ 3,985 2025 6,118 2026 2,892 2027 513 2028 514 Thereafter 5,255 Total 19,277 Banked Net Metering Credits |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Power sales under PPAs $ 20,722 $ 16,641 $ 33,347 $ 25,627 Power sales under NMCAs 15,493 13,297 25,470 20,133 Power sales on wholesale markets 541 568 836 924 Total revenue from power sales 36,756 30,506 59,653 46,684 Solar renewable energy credit revenue 10,113 13,526 20,049 23,593 Rental income 3,110 986 5,215 1,612 Performance based incentives 1,968 464 6,775 2,562 Revenue recognized on contract liabilities 513 1,031 1,427 1,440 Total operating revenues, net $ 52,460 $ 46,513 $ 93,119 $ 75,891 Transaction price allocated to the remaining performance obligation In accordance with optional exemptions available under Topic 606, the Company does not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which revenue is recognized at the amount to which the Company have the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation. Contracts with fixed consideration consist primarily of performance obligations to supply fixed quantities of solar renewable energy credits (" SRECs "). Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at inception of the contract. Most of the Company's solar renewable energy credit revenue is related to contracts with variable consideration. The Company expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted: 2024 $ 8,452 2025 18,496 2026 15,220 2027 9,327 2028 1,029 Thereafter 23 Total $ 52,547 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets: As of June 30, 2024 As of December 31, 2023 Power sales under PPAs $ 10,519 $ 3,582 Power sales under NMCAs 14,229 8,094 Power sales on wholesale markets 214 249 Total power sales 24,962 11,925 Solar renewable energy credits 5,814 3,379 Rental income 89 450 Performance based incentives 957 1,346 Total $ 31,822 $ 17,100 Payments for all accounts receivable in the above table are typically received within 30 days from invoicing. As of both June 30, 2024, and December 31, 2023, the Company determined that the allowance for credit losses was $0.9 million. Contract liabilities The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037. As of June 30, 2024, the Company had current and non-current contract liabilities of $2.5 million and $6.1 million, respectively. As of December 31, 2023, the Company had current and non-current contract liabilities of $2.9 million and $5.6 million, respectively. The Company does not have any other significant contract asset or liability balances related to revenues. Rental income Rental income is primarily derived from the master lease agreement with Vitol (as described in Note 5, "Acquisitions"), as well as long-term PPAs accounted for as operating leases under ASC 842. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessor. Certain leases include variable lease payments associated with production of solar facilities, which are recognized as rental income in period the energy is delivered. Maturities of fixed rental payments as of June 30, 2024, are as follows: 2024 $ 3,985 2025 6,118 2026 2,892 2027 513 2028 514 Thereafter 5,255 Total 19,277 Banked Net Metering Credits |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, and December 31, 2023. No VIEs were deconsolidated during the six months ended June 30, 2024 and 2023. The obligations of the consolidated VIEs discussed in the following paragraphs are nonrecourse to the Company. In certain instances where the Company establishes a new tax equity structure, the Company is required to provide liquidity in accordance with the contractual agreements. The Company has no requirement to provide liquidity to purchase assets or guarantee performance of the VIEs unless further noted in the following paragraphs. The Company made certain contributions during the six months ended June 30, 2024 and 2023, 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 June 30, 2024 As of December 31, 2023 Current assets $ 29,833 $ 22,298 Non-current assets 975,577 936,358 Total assets $ 1,005,410 $ 958,656 Current liabilities $ 9,650 $ 8,576 Non-current liabilities 157,172 141,360 Total liabilities $ 166,822 $ 149,936 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 six months ended June 30, 2024 and 2023, for which the Company determined that it is not the primary beneficiary and thus did not consolidate. The Company considered qualitative and quantitative factors in determining which VIEs are deemed significant. As of June 30, 2024 and December 31, 2023, the Company consolidated thirty-six and twenty-six VIEs, respectively. No VIEs were deemed significant as of June 30, 2024 and December 31, 2023. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions | Acquisitions 2024 Acquisitions Vitol Acquisition On January 31, 2024, the Company, through its wholly-owned subsidiary, Altus Power, LLC, acquired an 84 MW portfolio of 20 operating solar energy facilities located across five US states (the “ Vitol Acquisition ”). The portfolio was acquired from Vitol Solar I LLC (“ Vitol ”) through an acquisition of 100% of the outstanding membership interests in 18 project companies and 100% of the outstanding Class B membership interest in a partnership which owns 2 project companies. The total purchase price was approximately $119.5 million and the transaction was entered into by the Company to grow its portfolio of solar energy facilities. The purchase price and associated transaction costs were funded by cash on hand. The purchase price is also subject to customary adjustments for working capital and other items. In conjunction with the acquisition, the Company entered into a master lease agreement to lease certain solar facilities back to Vitol, as well as an asset management agreement under which the Company will manage the solar facilities during the term of the master lease agreement. The master lease agreement is accounted for as an operating lease under ASC 842 and lease payments are included in rental income within the condensed consolidated statement of operations. The lease term varies by solar facility, with individual lease terms ending between 2024 and 2026. The Company accounted for the Vitol Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on January 31, 2024 based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The assets acquired and liabilities assumed are recognized provisionally on the consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired tangible and intangible assets as well as inputs utilized in the valuation of noncontrolling interests. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than January 31, 2025. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on January 31, 2024: Provisional accounting as of January 31, 2024 Measurement period adjustments Adjusted provisional accounting as of January 31, 2024 Assets Accounts receivable $ 1,649 $ (72) $ 1,577 Property, plant and equipment 123,363 (789) 122,574 Operating lease asset 7,835 (1,799) 6,036 Other assets 1,691 (126) 1,565 Total assets acquired 134,538 (2,786) 131,752 Liabilities Accounts payable 249 64 313 Intangible liabilities 2,370 (800) 1,570 Asset retirement obligation 1,374 — 1,374 Operating lease liability 7,187 (1,799) 5,388 Contract liability 1,130 — 1,130 Other liabilities 393 (30) 363 Total liabilities assumed 12,703 (2,565) 10,138 Non-controlling interests 2,100 — 2,100 Total fair value of consideration transferred $ 119,735 $ (221) $ 119,514 The fair value of consideration transferred, net of cash acquired, as of January 31, 2024, is determined as follows: Cash consideration paid to Vitol on closing $ 119,690 $ — $ 119,690 Post-closing purchase price true-up 45 (221) (176) Total fair value of consideration transferred 119,735 (221) 119,514 The Company incurred approximately $0.9 million of acquisition related costs related to the Vitol Acquisition, which are recorded as part of Acquisition and entity formation costs in the condensed consolidated statement of operations for the six months ended June 30, 2024. Acquisition related costs include legal, consulting, and other transaction-related costs. The impact of the Vitol Acquisition on the Company's revenue and net income in the condensed consolidated statement of operations was an increase of $5.2 million and $3.1 million, respectively, for the six months ended June 30, 2024. Intangibles at Acquisition Date The Company attributed the intangible liability values to unfavorable rate revenue contracts to sell power and SRECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Unfavorable rate revenue contracts – PPA (100) 11 years Unfavorable rate revenue contracts – SREC (1,470) 10 years Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the Vitol Acquisition as if it had occurred on January 1, 2023. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the Vitol Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. 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 June 30, 2024 (unaudited) For the three months ended June, 2023 (unaudited) For the six months ended June 30, 2024 (unaudited) For the six months ended June, 2023 (unaudited) Operating revenues, net $ 52,460 $ 49,381 $ 93,981 $ 81,345 Net income 33,329 5,039 38,548 9,375 Asset Acquisitions During the six months ended June 30, 2024, the Company acquired solar energy facilities located in Massachusetts and New Jersey with a total nameplate capacity of 9.8 MW from third parties for a total purchase price of $9.8 million. The acquisitions were accounted for as acquisitions of assets, whereby the Company acquired $9.8 million of property, plant and equipment and $0.6 million of operating lease assets, and assumed $0.6 million of operating lease liabilities. On April 10, 2024, the Company entered into a Purchase and Sale Agreement to acquire four in-development solar facilities at their respective mechanical completion dates for an estimated gross purchase price of approximately $113 million, subject to customary adjustments. 2023 Acquisitions Caldera Acquisition On December 20, 2023, Altus Power, LLC, a wholly-owned subsidiary of the Company, acquired a 121 MW portfolio of 35 operating solar energy facilities located across six US states (the “ Caldera Acquisition ”). The portfolio was acquired from Project Hyperion Holdco LP (the “ Seller ”) for total consideration of $121.7 million. The purchase price and associated transaction costs were funded by the proceeds from an amendment of the APAF III Term Loan (as defined in Note 8, "Debt") and cash on hand. The Caldera Acquisition was made pursuant to the purchase and sale agreement (the " PSA ") dated October 27, 2023, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in Project Hyperion, LLC, a holding entity that owns the acquired solar energy facilities. The Company accounted for the Caldera Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on December 20, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The assets acquired and liabilities assumed are recognized provisionally on the consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired tangible and intangible assets as well as inputs utilized in the valuation of noncontrolling interests. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than December 20, 2024. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on December 20, 2023: Provisional accounting as of December 20, 2023 Measurement period adjustments Adjusted provisional accounting as of December 20, 2023 Assets Accounts receivable $ 876 $ — $ 876 Property, plant and equipment 131,728 (496) 131,232 Intangible assets 350 — 350 Operating lease asset 15,557 — 15,557 Other assets 2,079 (95) 1,984 Total assets acquired 150,590 (591) 149,999 Liabilities Intangible liabilities 5,200 — 5,200 Asset retirement obligation 1,920 — 1,920 Operating lease liability 17,567 — 17,567 Other liabilities 1,275 (517) 758 Total liabilities assumed 25,962 (517) 25,445 Non-controlling interests 2,900 — 2,900 Total fair value of consideration transferred, net of cash acquired $ 121,728 $ (74) $ 121,654 The fair value of consideration transferred, net of cash acquired, as of December 20, 2023, is determined as follows: Cash consideration paid to seller on closing $ 80,942 $ — $ 80,942 Cash consideration paid to settle debt on behalf of seller 38,966 — 38,966 Purchase price payable (1) 4,189 — 4,189 Contingent consideration payable 2,600 — 2,600 Total fair value of consideration transferred 126,697 — 126,697 Cash and restricted cash acquired 4,969 74 5,043 Total fair value of consideration transferred, net of cash acquired $ 121,728 $ (74) $ 121,654 (1) The Company paid the entire purchase price payable amount after the acquisition date but prior to December 31, 2023. The contingent consideration is related to the estimated earnout cash payment of a maximum of $8.0 million dependent on actual power generation of the acquired solar generating facilities during the 12-month period following the acquisition date. Refer to the Contingent Consideration section of Note 7, "Fair Value Measurements" for further information. The Company incurred approximately $0.9 million of acquisition related costs related to the Caldera Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statement of operations for the year ended December 31, 2023. Acquisition related costs include legal, consulting, and other transaction-related costs. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell SRECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – SREC 350 4 years Unfavorable rate revenue contracts – SREC (5,200) 3 years |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of June 30, 2024 As of December 31, 2023 Interest Weighted Long-term debt APAF Term Loan $ 468,324 $ 474,609 Fixed 3.51 % APAF II Term Loan 108,697 112,810 Floating* SOFR + 1.475% APAF III Term Loan 420,620 426,619 Fixed 6.03 % APAF IV Term Loan 101,000 — Fixed 6.45 % APAGH Term Loan 100,000 100,000 Fixed 8.50 % APAG Revolver — 65,000 Floating SOFR + 1.60% APACF II Facility 31,868 — Floating SOFR + 3.25% Other term loans 11,000 11,000 Fixed 3.04 % Financing obligations recognized in failed sale leaseback transactions 42,520 42,767 Imputed 3.97 % Total principal due for long-term debt 1,284,029 1,232,805 Unamortized discounts (12,859) (13,722) Unamortized deferred financing costs (17,432) (16,165) Less: Current portion of long-term debt 73,570 39,611 Long-term debt, less current portion $ 1,180,168 $ 1,163,307 * 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 June 30, 2024, the outstanding principal balance of the APAF Term Loan was $468.3 million less unamortized debt discount and loan issuance costs totaling $6.3 million. As of December 31, 2023, the outstanding principal balance of the APAF Term Loan was $474.6 million less unamortized debt discount and loan issuance costs totaling $6.7 million. As of June 30, 2024, and December 31, 2023, the Company was in compliance with all covenants under the APAF Term Loan. APAF II Term Loan On December 23, 2022, APA Finance II, LLC (“ APAF II ”), a wholly owned subsidiary of the Company, entered into a $125.7 million term loan facility (the “ APAF II Term Loan ”) with KeyBank National Association (" KeyBank ") and The Huntington Bank (" Huntington ") as lenders. The proceeds of the APAF II Term Loan were used to repay the outstanding amounts under certain project-level loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on Secured Overnight Financing Rate (“ SOFR ”) plus a spread of 1.475%. Simultaneously with entering into the APAF II Term Loan, the Company entered into interest rate swaps for 100% of the amount of debt outstanding, which effectively fixed the interest rate at 4.885% (see Note 7, "Fair Value Measurements," for further details). The APAF II Term Loan is secured by membership interests in the Company's subsidiaries. As of June 30, 2024, the outstanding principal balance of the APAF II Term Loan was $108.7 million, less unamortized debt issuance costs of $1.9 million. As of December 31, 2023, the outstanding principal balance of the APAF II Term Loan was $112.8 million, less unamortized debt issuance costs of $2.2 million. As of June 30, 2024, and December 31, 2023, the Company was in compliance with all covenants under the APAF II Term Loan. APAF III Term Loan On February 15, 2023, the Company, through its subsidiaries, APA Finance III Borrower, LLC (the “ APAF III 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 APAF III Term Loan amortizes at a rate of 2.5% of initial outstanding principal until the anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the 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. 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. The APAF III Term Loan is secured by membership interests in the Company's subsidiaries. On June 15, 2023 and July 21, 2023, the Company amended the APAF III Term Loan to 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. On December 20, 2023, the Company amended the APAF III Term Loan to add $163.0 million of additional borrowings, the proceeds of which were used to fund the Caldera Acquisition. The amendment increased the weighted average fixed interest rate for all borrowings under the APAF III Term Loan to 6.03% and increased the rate of amortization for the new borrowings under the amendment to 3.25% per annum until June 30, 2033. The principal balance borrowed under the amendment was offset by $1.3 million of issuance costs and $0.8 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033. As of June 30, 2024, the outstanding principal balance of the APAF III Term Loan was $420.6 million, less unamortized debt issuance costs and discount of $13.6 million. As of December 31, 2023, the outstanding principal balance of the APAF III Term Loan was $426.6 million, less unamortized debt issuance costs and discount of $14.3 million. As of June 30, 2024 and December 31, 2023, the Company was in compliance with all covenants under the APAF III Term Loan. APAF IV Term Loan On March 26, 2024, the Company, through its subsidiaries, APA Finance IV, LLC (the “ APAF IV Borrower ”), and APA Finance IV Holdings, LLC (“ Holdings ”) has entered into a new term loan facility under the terms of a credit agreement among the APAF IV Borrower, Holdings, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “ APAF IV Term Loan ”). The APAF IV Term Loan, which matures on March 26, 2049, bears interest at a fixed rate of 6.45% per annum on outstanding principal amounts under the term loan. The Term Loan Facility has an anticipated repayment date of June 30, 2034. Upon lender approval, the APAF IV Borrower has the right to increase the Term Loan Facility to make additional draws for certain acquisitions of solar assets that otherwise satisfy the criteria for permitted acquisitions, as defined in the credit agreement. On March 26, 2024, the Company borrowed $101.0 million under the APAF IV Term Loan in connection with the Vitol Acquisition, which closed on January 31, 2024. The principal balance borrowed under the APAF IV Term Loan was offset by $1.6 million of debt issuance costs, which have been deferred and will be recognized as interest expense through June 30, 2034. The APAF IV Term Loan is secured by membership interests in the Company's subsidiaries . As of June 30, 2024, the outstanding principal balance of the APAF IV Term Loan was $101.0 million, less unamortized debt issuance costs and discount of $1.5 million. As of June 30, 2024, the Company was in compliance with all covenants under the APAF IV Term Loan. APAGH Term Loan On December 27, 2023, APA Generation Holdings, LLC (“ APAGH ” or the “ APAGH Borrower ”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “ APAGH Term Loan ”) with an affiliate of Goldman Sachs Asset Management and CPPIB Credit Investments III Inc., a subsidiary of Canada Pension Plan Investment Board, as “Lenders.” The total commitment under the credit agreement is $100.0 million. The Company can also allow for the funding of additional incremental loans in an amount not to exceed $100.0 million over the term of the credit agreement at the discretion of the Lenders. Subject to certain exceptions, the APAGH Borrower’s obligations to the Lenders are secured by the assets of the APAGH Borrower, its parent, Altus Power, LLC (“ Holdings ”) and the Company and are further guaranteed by Holdings and the Company. Interest accrues on any outstanding balance at an initial fixed rate equal to 8.50%, subject to adjustments. The maturity date of the term loan is December 27, 2029. On December 27, 2023, the Company borrowed $100.0 million under the APAGH Term Loan to fund future growth needs, which was partially offset by $3.0 million of issuance discount. The Company incurred $1.0 million of debt issuance costs related to the APAGH Term Loan, which have been deferred and will be recognized as interest expense through December 27, 2029. As of June 30, 2024, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs of $3.6 million. As of December 31, 2023, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $4.0 million. As of June 30, 2024 and December 31, 2023, the Company was in compliance with all covenants. APAG Revolver On December 19, 2022, APA Generation, LLC (“ APAG ”), a wholly owned subsidiary of the Company, entered into revolving credit facility with Citibank, N.A. with a total committed capacity of $200.0 million (the " APAG Revolver "). Outstanding amounts under the APAG Revolver have a variable interest rate based on a base rate and an applicable margin. The APAG Revolver is secured by membership interests in the Company's subsidiaries. The APAG Revolver matures on December 19, 2027. As of June 30, 2024, and December 31, 2023, outstanding under the APAG Revolver were zero and $65.0 million, respectively. As of June 30, 2024, and December 31, 2023, the Company was in compliance with all covenants under the APAG Revolver. APACF II Facility On November 10, 2023, APACF II, LLC (“ APACF II ” or the “ APACF II Borrower ”) a wholly-owned subsidiary of the Company, entered into a credit agreement among the APACF II Borrower, APACF II Holdings, LLC, Pass Equipment Co., LLC, each of the project companies from time to time party thereto, each of the tax equity holdcos from time to time party thereto, U.S. Bank Trust Company, National Association, U.S. Bank National Association, each lender from time to time party thereto (collectively, the “ Lenders ”) and Blackstone Asset Based Finance Advisors LP, as Blackstone representative (“ APACF II Facility ”). The aggregate amount of the commitments under the credit agreement is $200.0 million. The APACF II Facility matures on November 10, 2027, and bears interest at an annual rate of SOFR plus 3.25%. Borrowings under the APACF II Facility, which mature 364 days after the borrowing occurs, may be used by the APACF II Borrower to fund construction costs including equipment, labor, interconnection, as well as other development costs. The Company incurred $0.3 million of debt issuance costs related to the APACF II Facility, which have been deferred and will be recognized as interest expense through November 10, 2027. On January 19, 2024, the Company borrowed $31.9 million under the APACF II Facility, which was offset by $0.6 million of debt issuance costs, which have been deferred and will be recognized as interest expense through November 10, 2027. The APACF II Facility is secured by membership interests in the Company's subsidiaries and other collateral, including equipment . As of June 30, 2024, the outstanding principal balance of the APACF II Facility was $31.9 million, less unamortized debt issuance costs of $0.8 million. As of December 31, 2023, no amounts were outstanding under the APACF II Facility. As of June 30, 2024, the Company was in compliance with all covenants under the APACF II Facility. Other Term Loans - Construction to Term Loan Facility On January 10, 2020, APA Construction Finance, LLC (“ APACF ”) a wholly-owned subsidiary of the Company, entered into a credit agreement with Fifth Third Bank, National Association and Deutsche Bank AG New York Branch to fund the development and construction of future solar facilities (“ Construction Loan to Term Loan Facility ”). The Construction Loan to Term Loan Facility included a construction loan commitment of $187.5 million, which expired on January 10, 2023. The construction loan commitment can convert to a term loan upon commercial operation of a particular solar energy facility. On June 15, 2023, the Company repaid all outstanding term loans of $15.8 million and terminated the 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 June 30, 2024, the outstanding principal balance of the term loan was $11.0 million, less unamortized debt discount of $1.6 million. As of December 31, 2023, the outstanding principal balance of the term loan was $11.0 million, less unamortized debt discount of $1.8 million. The term loan is secured by an interest in the underlying solar project assets and the revenues generated by those assets. As of June 30, 2024, and December 31, 2023, the Company was in compliance with all covenants. Letter of Credit Facilities and Surety Bond Arrangements The Company enters into letters of credit and surety bond arrangements with lenders, local municipalities, government agencies, and land lessors. These arrangements relate to certain performance-related obligations and serve as security under the applicable agreements. As of June 30, 2024, the Company had $52.9 million of letters of credit outstanding and $51.1 million of unused capacity. As of December 31, 2023, the Company had $54.7 million of letters of credit outstanding and $54.4 million of unused capacity. Additionally, as of June 30, 2024 and December 31, 2023, the Company had outstanding surety bonds of $5.9 million and $5.4 million, respectively. To the extent liabilities are incurred as a result of the activities covered by the letters of credit or surety bonds, such liabilities are included on the accompanying condensed consolidated balance sheets. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company’s borrowing facility capacity. Financing Obligations Recognized in Failed Sale Leaseback Transactions From time to time, the Company sells equipment to third parties and enters into master lease agreements to lease the equipment back for an agreed-upon term. The Company has assessed these arrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with ASC 842. Therefore, the Company accounts for these transactions using the financing method by recognizing the consideration received as a financing obligation, with the assets subject to the transaction remaining on the balance sheet of the Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as long-term debt within the condensed consolidated balance sheets. As of June 30, 2024, the Company's recorded financing obligations were $41.6 million, net of $0.9 million of deferred transaction costs. As of December 31, 2023, the Company's recorded financing obligations were $41.8 million, net of $0.9 million of deferred transaction costs. Payments $0.8 million were made under financing obligations for both the three months ended June 30, 2024, and 2023. Payments of $1.1 million and $1.0 million were made under financing obligations for the six months ended June 30, 2024 and 2023, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the three months ended June 30, 2024 and 2023, was $0.5 million and $0.4 million, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the six months ended June 30, 2024 and 2023, was $0.9 million and $0.8 million, respectively. During the six months ended June 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 six months ended June 30, 2024, the Company extinguished no financing obligations. The table below shows the payments required under the failed sale-leaseback financing obligations for the years ended: 2024 $ 2,032 2025 3,023 2026 2,995 2027 2,986 2028 2,967 Thereafter 14,143 Total $ 28,146 The difference between the outstanding sale-leaseback financing obligation of $42.5 million and $28.1 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 $4.2 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 | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 53,886 $ — $ — $ 53,886 Derivative assets: Interest rate swaps — 2,965 — 2,965 Total assets at fair value $ 53,886 $ 2,965 $ — $ 56,851 Liabilities Alignment Shares liability — — 22,534 22,534 Other long-term liabilities: True Green II Acquisition - contingent liability — — 2,187 2,187 Caldera Acquisition - contingent liability — — 900 900 Total liabilities at fair value $ — $ — $ 25,621 $ 25,621 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Derivative assets: Interest rate swaps $ — $ 530 $ — $ 530 Total assets at fair value $ — $ 530 $ — $ 530 Liabilities Alignment Shares liability — — 60,502 60,502 Other long-term liabilities: True Green II Acquisition - contingent liability — — 4,658 4,658 Caldera Acquisition - contingent liability — — 2,600 2,600 Total liabilities at fair value $ — $ — $ 67,760 $ 67,760 Alignment Shares Liability As of June 30, 2024, the Company had 796,950 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 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 69% and risk-free interest rate of 4.45% 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 six months ended June 30, 2024 For the six months ended June 30, 2023 Shares $ Shares $ Beginning balance 996,188 $ 60,502 1,207,500 $ 66,145 Alignment shares converted (199,238) (10) (201,250) (11) Fair value remeasurement — (37,958) — (19,823) Ending balance 796,950 $ 22,534 1,006,250 $ 46,311 Interest Rate Swaps The Company's derivative instruments consist of interest rate swaps that are not designated as cash flow hedges or fair value hedges under accounting guidance. The Company uses interest rate swaps to manage its net exposure to interest rate changes. These instruments are custom, over-the-counter contracts with various bank counterparties that are not traded on an active market but valued using readily observable market inputs and the overall fair value measurement is classified as Level 2. As of June 30, 2024 and December 31, 2023 , the notional amounts were $118.8 million and $112.8 million, respectively. For the three and six months ended June 30, 2024, the change in fair value of interest rate swaps resulted in a gain of $0.4 million and a gain of $2.4 million, respectively. For the three and six months ended June 30, 2023, the change in fair value of interest rate swaps resulted in a gain of $2.8 million and a gain of $0.1 million, respectively. The change in fair value of interest rate swaps is recorded as interest expense in the condensed consolidated statements of operations . 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 and was designated as a cash flow hedge of the Company's forecasted fixed-rate or floating-rate debt issuances. Later in 2023, the Company terminated the forward starting interest rate swap for total cash proceeds of $16.7 million. The total gain of $17.3 million was recorded as a component of Other comprehensive income in the consolidated statements of comprehensive income for the year ended December 31, 2023. The Company allocated $238.0 million of the notional amount to the incremental debt issuances under the APAF III Term Loan and $12.0 million to the APAF IV Term Loan. Other comprehensive income of $17.3 million associated with the incremental debt issuances under the APAF III Term Loan and APAF IV Term Loan is recognized as an adjustment to interest expense, net over the term of the debt. For the three and six months ended June 30, 2024, the adjustment to Interest expense, net was $0.4 million and $0.8 million, respectively. Approximately $1.6 million of the gain in other comprehensive income will be reclassified into earnings during the next 12 months. The cash flow hedge was determined to be fully effective during the three and six months ended June 30, 2024. As such, no amount of ineffectiveness has been included in net income. The amount included in other comprehensive income will be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. The Company expects the hedge to remain fully effective during the remaining term of the swap. Contingent Consideration Caldera Acquisition In connection with the Caldera Acquisition on December 20, 2023, contingent consideration of $8.0 million may be payable upon achieving certain power volumes generated by the acquired solar energy facilities. The Company estimated the fair value of contingent consideration for future earnout payments using a Monte Carlo simulation model. Significant assumptions used in the measurement include the estimated volumes of power generation of acquired solar energy facilities during the 12-month period since the acquisition date and the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. As of June 30, 2024 and December 31, 2023, the fair value of the contingent consideration was $0.9 million and $2.6 million, respectively, and was included in Other current liabilities in the condensed consolidated balance sheets. For the three and six months ended June 30, 2024, the Company recorded a gain on remeasurement of contingent liability of $1.4 million and $1.7 million, respectively. True Green II Acquisition In connection with the acquisition of a portfolio of 58 solar energy facilities with a combined nameplate capacity of 220 MW on February 15, 2023 (the " True Green II Acquisition "), contingent consideration of $10.0 million may be payable upon the seller's completion of in-development solar energy facilities and the Company obtaining tax equity financing. The Company estimated the fair value of the contingent consideration by using the expected cash flow approach. These cash flows were then discounted to present value using the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. As of June 30, 2024 and December 31, 2023, the fair value of the contingent consideration was $2.2 million and $4.7 million, respectively, and was included in Other current liabilities in the condensed consolidated balance sheets. For both the three and six months ended June 30, 2024, the Company recorded loss of $0.2 million on fair value remeasurement of contingent liability associated with the True Green II Acquisition in the condensed consolidated statements of operations. The loss was recorded due to the remeasurement of the contingent liability based on the actual amount of tax equity financing received. For the three and six months ended June 30, 2023, there was no gain or loss on fair value remeasurement of the contingent liability. During the three months ended June 30, 2024, the Company paid $2.7 million to settle a portion of the contingent liability. 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 current liabilities in the condensed consolidated balance sheets at the estimated fair value of $3.1 million as of both June 30, 2024 and December 31, 2023 , respectively. For the three and six months ended June 30, 2024, the Company recorded no gain or loss on fair value remeasurement of contingent consideration associated with power rates. For the three and six months ended June 30, 2023, the Company recorded a $0.1 million loss on fair value remeasurement of contingent consideration associated with power rates 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. As of December 31, 2023, the 36-month measurement period for the contingent liability associated with market power rates has ended and the contingency was resolved with $3.1 million payable in 2024. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity | Equity As of June 30, 2024, the Company had 988,591,250 authorized and 158,989,890 issued and outstanding shares of Class A common stock. As of December 31, 2023, the Company had 988,591,250 authorized and 158,999,886 issued and outstanding shares of Class A common stock. Class A common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of June 30, 2024, and December 31, 2023, no common stock dividends have been declared. As of June 30, 2024, and December 31, 2023, the Company had 796,950 and 996,188 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. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024 2023 Redeemable noncontrolling interest, beginning balance $ 26,044 $ 18,133 Cash distributions (1,327) (1,176) Accrued distributions (585) — Redemption of redeemable noncontrolling interests — (4,301) Assumed redeemable noncontrolling interest through business combination — 8,100 Net loss attributable to redeemable noncontrolling interest (1,241) (89) Redeemable noncontrolling interest, ending balance $ 22,891 $ 20,667 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases The following table presents the components of operating lease cost for the three and six months ended June 30, 2024, and 2023: For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 Operating lease expense $ 4,556 $ 2,783 $ 8,252 $ 5,175 Variable lease expense 439 415 858 772 Total lease expense $ 4,995 $ 3,198 $ 9,110 $ 5,947 The following table presents supplemental information related to our operating leases: For the six months ended June 30, 2024 2023 Cash paid for operating leases $ 9,731 $ 4,495 Operating lease assets obtained in exchange for new operating lease liabilities $ 12,007 $ 62,984 Weighted-average remaining lease term, years 23.5 years 23.4 years Weighted average discount rate 5.76 % 5.31 % Maturities of operating lease liabilities as of June 30, 2024, are as follows: 2024 $ 6,884 2025 15,774 2026 15,898 2027 15,995 2028 16,049 Thereafter 295,623 Total $ 366,223 Less: Present value discount (173,811) Lease liability $ 192,412 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, and December 31, 2023, the guaranteed minimum solar energy production has been met and the Company has recorded no performance guarantee obligations. Purchase Commitments In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers. As of June 30, 2024, and December 31, 2023, the Company had zero outstanding non-cancellable commitments to purchase solar modules. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, and December 31, 2023, respectively. Additionally, in the normal course of business, the Company conducts transactions with affiliates, such as: Blackstone Credit Facilities Under the APAF Term Loan, APAF III Term Loan, APAF IV Term Loan, and APACF II Facility, subsidiaries of The Blackstone Group (“ Blackstone ”), a related party, serve as agents between the Company and a consortium of third-party lenders. See Note 6, "Debt" for further details. During the three months ended June 30, 2024 and 2023, the Company paid zero and $0.2 million, respectively of loan issuance costs to Blackstone. During the six months ended June 30, 2024 and 2023, the Company paid $0.2 million and $0.9 million, respectively, of loan issuance costs to Blackstone. Commercial Collaboration Agreement with CBRE In connection with the Merger, the Company and CBRE entered into a commercial collaboration agreement (the “ Commercial Collaboration Agreement ”) effective upon the Merger, pursuant to which, among other things, CBRE will invite the Company to join CBRE’s strategic supplier program and CBRE will promote the Company as its preferred clean energy renewable provider/partner, CBRE and the Company will create a business opportunity referral program with CBRE’s brokers, CBRE will reasonably collaborate with the Company to develop and bring to market new products and/or bundles for Company’s customers, the Company will consider in good faith inviting CBRE to become a solar tax equity partner for the Company, on a non-exclusive basis, on market terms to be mutually agreed and CBRE will provide, at no cost to the Company, reasonable access to data-driven research and insights prepared by CBRE (subject to certain exceptions). The Commercial Collaboration Agreement continues for a period of seven years, with automatic one-year renewal period, unless earlier terminated by either party in accordance with the terms set forth therein. On December 9, 2022, the Company amended the Commercial Collaboration Agreement to update the business arrangement and associated fee approach, which provides that CBRE employees, including brokers, non-brokers and other employees who partnered with the Company to bring clean electrification solutions to CBRE’s client base, who met certain minimum criteria (“ Qualified Referral ”) and who documented such Qualified Referral via an executed Development Agreement, would receive a development fee of between $0.015/watt to $0.030/watt depending on the business segment and teams of such CBRE employees. For the six months ended June 30, 2024, the Company did not incur any costs associated with the Commercial Collaboration Agreement. As of June 30, 2024 and December 31, 2023, there were no amounts due to CBRE associated with the Commercial Collaboration Agreement. Master Services Agreement with CBRE On June 13, 2022, the Company, through its wholly-owned subsidiary, entered into a Master Services Agreement (" MSA ") with CBRE under which CBRE assists the Company in developing solar energy facilities. For both the three months ended June 30, 2024 and 2023, the Company incurred $0.1 million for development services provided under the MSA. For the six months ended June 30, 2024 and 2023, the Company incurred $0.3 million and $0.2 million, respectively, for development services provided under the MSA. As of June 30, 2024 and December 31, 2023, there was $0.1 million and $0.1 million due to CBRE for development services provided under the MSA. Lease Agreements with Link Logistics and CBRE The Company has a right to use rooftops to develop and operate solar facilities under lease agreements with subsidiaries of Link Logistics Real Estate Management LLC (“ Link Logistics ”), a Blackstone portfolio company, and subsidiaries of CBRE. As of June 30, 2024, the Company recognized operating lease assets and operating lease liabilities of $27.0 million and $26.9 million, respectively, in the condensed consolidated balance sheet related to these leases, which have a weighted average remaining lease term of 29 years. During the three months ended June 30, 2024 and 2023, payments made under these leases were $0.6 million and zero, respectively. During six months ended June 30, 2024 and 2023, payments made under these leases were $1.3 million and zero, respectively. CEO Transition Costs On April 26, 2024, Lars Norell resigned as Co-Chief Executive Officer and director of the Company. There were no disagreements between the Company and Mr. Norell that led to his decision to resign as Co-Chief Executive Officer and director. The board of directors has appointed Gregg Felton as sole Chief Executive Officer of the Company. In connection with his resignation, Mr. Norell has signed a separation and release agreement (the “ Agreement ”), where he will receive severance, which includes (i) eighteen (18) months’ base salary, for an aggregate amount of approximately $0.9 million, payable as salary continuation in accordance with the Company’s normal pay schedule, (ii) a subsidized COBRA continuation coverage for 12 months, or if earlier, until he becomes eligible for medical benefits from a subsequent employer, (iii) a pro rata short-term incentive bonus for plan year 2024, to be paid in March 2025 at the same time that such bonuses are paid to current employees, and (iv) an additional payment of approximately $1.0 million, less applicable payroll deductions, which was paid in a lump sum on the eighth day after the execution of the Agreement. During the three months ended June 30, 2024, the Company recognized $2.2 million of expenses in connection with the CEO transition which are included in general and administrative expenses in the condensed consolidated statement of operations. As of June 30, 2024, there are $1.0 million of remaining payments under the Agreement, which are included in other liabilities in the condensed consolidated balance sheet. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The calculation of basic and diluted earnings per share for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands, except share and per share amounts): For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 Net income attributable to Altus Power, Inc. 37,645 6,825 45,154 12,442 Income attributable to participating securities (1) (188) (43) (226) (79) Net income attributable to common stockholders - basic and diluted 37,457 6,782 44,928 12,363 Class A Common Stock Weighted average shares of common stock outstanding - basic (2) 159,902,589 158,719,684 159,464,164 158,670,950 Dilutive restricted stock — 258,591 — 258,708 Dilutive RSUs 3,683,063 — 6,036,274 1,817,387 Weighted average shares of common stock outstanding - diluted 163,585,652 158,978,275 165,500,438 160,747,045 Net income attributable to common stockholders per share - basic $ 0.23 $ 0.04 $ 0.28 $ 0.08 Net income attributable to common stockholders per share - diluted $ 0.23 $ 0.04 $ 0.27 $ 0.08 (1) Represents the income attributable to 796,950 and 1,006,250 Alignment Shares outstanding as of June 30, 2024 and 2023, respectively. (2) |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recognized $4.2 million of stock-based compensation benefit and $4.3 million of stock-based compensation expense for the three months ended June 30, 2024, and 2023, respectively. The Company recognized $0.1 million and $7.1 million of stock-based compensation expense for the six months ended June 30, 2024, and 2023, respectively. As of June 30, 2024, the Company had $34.7 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 2 years. Legacy Incentive Plans Prior to the Merger, Legacy Altus maintained the APAM Holdings LLC Restricted Units Plan, adopted in 2015 (the “ APAM Plan ”) and APAM Holdings LLC adopted the 2021 Profits Interest Incentive Plan (the “ Holdings Plan ”, and together with the APAM Plan, the “ Legacy Incentive Plans ”), which provided for the grant of restricted units that were intended to qualify as profits interests to employees, officers, directors and consultants. In connection with the Merger, vested restricted units previously granted under the Legacy Incentive Plans were exchanged for shares of Class A Common Stock, and unvested Altus Restricted Shares under each of the Legacy Incentive Plans were exchanged for restricted Class A Common Stock with the same vesting conditions. As of June 30, 2024, and December 31, 2023, zero and 210,710 shares of Class A Common Stock were restricted under the Holdings Plan, respectively. No further awards will be made under the Legacy Incentive Plans. The fair value of the granted units was determined using the Black-Scholes Option Pricing model and relied on assumptions and inputs provided by the Company. All option models utilize the same assumptions with regard to (i) current valuation, (ii) volatility, (iii) risk-free interest rate, and (iv) time to maturity. The models, however, use different assumptions with regard to the strike price which vary by award. Omnibus Incentive Plan On July 12, 2021, the Company entered into the Management Equity Incentive Letter with each of Mr. Felton and Mr. Norell pursuant to which, on February 5, 2022, the compensation committee granted to Mr. Felton and Mr. Norell, together with other senior executives, including Mr. Savino, Chief Construction Officer, and Mr. Weber, Chief Financial Officer, restricted stock units (“ RSUs ”) under the Omnibus Incentive Plan (the " Incentive Plan ") that are subject to time-based and, for the named executive officers and certain other executives, eighty percent (80%) of such RSUs also further subject to performance-based vesting, with respect to an aggregate five percent (5%) of the Company’s Class A common stock on a fully diluted basis, excluding the then-outstanding shares of the Company’s Class B common stock or any shares of the Company’s Class A common stock into which such shares of the Company’s Class B common stock are or may be convertible. Subject to continued employment on each applicable vesting date, the time-based RSUs generally vest 33 1/3% on each of the third, fourth and fifth anniversaries of the Closing, and the performance-based RSUs vest with respect to 33 1/3% of the award upon the achievement of the above time-based requirement and the achievement of a hurdle representing a 25% annual compound annual growth rate measured based on an initial value of $10.00 per share (i.e., on each of the third anniversary, the fourth anniversary, and the fifth anniversary of the date of grant, the stock price performance hurdle shall be $19.53, $24.41, $30.51, respectively), which vesting is eligible until the fifth anniversary of grant date. On March 28, 2024 , the vesting conditions of such performance-based RSUs were modified by the compensation committee to set the hurdles at $14.00, $18.00, and $22.00, respectively. This modification impacted five grantees and resulted in $3.1 million of incremental expense. As of June 30, 2024, the unrecognized expense related to the modification was $1.3 million, which the Company expects to recognize over a weighted average period of 2 years. Additionally, under the Incentive Plan the Company granted performance stock units (" PSUs ") that are subject to market and service vesting conditions, each of which represents the right to receive one share of the Company's Class A Common Stock and which vest in one installment on the third anniversary of the grant date based upon the Company's total stockholder return when compared to the Invesco Solar ETF (TAN), subject to certain adjustments, and the Russell 2000 index, assigning a weight of 50% to each. The number of PSUs vested, and thus shares of Class A Common Stock issued, could range from 0 to 150% of such PSUs. During the three and six months ended June 30, 2024, the Company granted under the Incentive Plan an additional 50,000 and 3,023,127 RSUs, respectively, that are subject to time-based vesting as described above, with a weighted average grant date fair value per share of $4.50 and $4.88, respectively. During the six months ended June 30, 2024, the Company also granted 546,024 PSUs that are subject to market-based vesting as described above, with a grant date fair value per share of $5.22. Further, the Company granted 751,773 of incentive performance stock units (" GW Plan PSUs ") that cliff vest on December 31, 2026, if the Company adds 1.1 gigawatt of installed solar capacity starting January 1, 2024 and subject to continued employment on the vesting date. The number of GW Plan PSUs vested, and thus shares of Class A Common Stock issued, will be calculated based on the average stock price of the Company's Class A Common Stock during the twenty AMPS Price ") as follows: AMPS Price Payout <$8 40 % $8-10.99 80 % $11-11.50 100 % $11.51-12.99 110 % $13+ 120 % GW Plan PSUs have a grant date fair value per share of $3.95. No PSUs or GW Plan PSUs were granted during the three months ended June 30, 2024. As of both June 30, 2024, and December 31, 2023 , there were 30,992,545 shares of the Company's Class A common stock authorized for issuance under the Incentive Plan. 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. The number of shares authorized for issuance under the Incentive Plan did not increase on January 1, 2024. For the three months ended June 30, 2024, and 2023, the Company granted 50,000 and 10,000 RSUs, respectively, and recognized $4.2 million of stock-based compensation benefit and $4.3 million of stock-based compensation expense, respectively, in relation to the Incentive Plan. For the six months ended June 30, 2024 and 2023, the Company granted 4,320,924 and 3,021,148 RSUs, respectively, and recognized $0.1 million and $7.1 million, respectively, of stock-based compensation expense in relation to the Incentive Plan. For th e three months ended June 30, 2024, and 2023, 4,485,171 and 5,354 RSUs were forfeited, respectively. For the six months ended June 30, 2024 and 2023, 4,518,592 and 11,054 R SUs were forfeited, respectively. Included in forfeited RSUs are the 4,283,452 unvested RSUs and PSUs granted under the Incentive Plan to Mr. Norell, which were forfeited in connection with the CEO transition described in Note 12, "Related Party Transactions." This forfeiture resulted in the reversal of $8.7 million of previously recognized stock-based compensation expense during the three months ended June 30, 2024 . 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 both June 30, 2024, and December 31, 2023 , there were 4,662,020 shares of the Company's Class A common stock authorized for issuance under the ESPP. 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 six months ended June 30, 2024, and 2023. The number of shares authorized for issuance under the ESPP increased by 1% of outstanding shares as described in the foregoing on January 1, 2022 and January 1, 2023. The number of shares authorized for issuance under the ESPP did not increase on January 1, 2024. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, and 2023, the Company had income tax benefit of $21.0 million and income tax expense of $1.1 million, respectively. For the six months ended June 30, 2024, and 2023, the Company had income tax benefit of $16.1 million and income tax expense of $2.0 million, respectively. For the three and six months ended June 30, 2024, the effective tax rate differs from the U.S. statutory rate primarily due to the fair value remeasurement of Alignment Shares, nondeductible compensation, net losses attributable to noncontrolling interests and redeemable noncontrolling interests, and state income taxes. Additionally, there was an income tax benefit resulting from the forfeiture of stock awards associated with the CEO transition. For the three and six months ended June 30, 2023, the effective tax rate differs from the U.S. statutory rate primarily due to the fair value remeasurement of Alignment Shares, nondeductible compensation, net losses attributable to noncontrolling interests and redeemable noncontrolling interests, state income taxes, and other miscellaneous items. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from June 30, 2024, through August 8, 2024, which is the date the unaudited condensed consolidated financial statements were available to be issued. There are no subsequent events requiring recording or disclosure in the condensed consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 37,645 | $ 6,825 | $ 45,154 | $ 12,442 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 shares | Jun. 30, 2024 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Mr. Lars Norell [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Mr. Lars Norell terminated his 10b5-1 trading plan adopted on August 28, 2023, for the period December 1, 2023, through May 30, 2025, covering a maximum of 1,800,000 shares of Class A Common Stock to be sold. | |
Name | Mr. Lars Norell | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | August 28, 2023, | |
Arrangement Duration | 641 days | |
Aggregate Available | 1,800,000 | 1,800,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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. |
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 maker is the chief executive officer. Based on the financial information presented to and reviewed by the chief operating decision maker 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 (“ PPAs ”), revenue from net metering credit |
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 Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require disclosure of incremental segment information and the title and position of the chief operating decision maker (" CODM "). Registrants will be required to disclose significant segment expenses that are regularly provided to the CODM, as well as additional information on segment profit and loss measures and how such information is used by the CODM to assess segment performance and allocate resources. This ASU is effective for annual periods beginning in January 2024 and interim periods beginning in January 2025. The Company is currently evaluating the impact of this ASU, but does not currently expect it to have a material impact on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation table, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance shall be applied on a prospective basis with the option to apply retrospectively. The Company will apply the guidance upon the effective date. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures. |
Fair Value Measurements | The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market. • Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. • Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs are observable in active markets are Level 2 valuation techniques. • Level 3 - Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability. The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt, the carrying amounts approximate fair value due to the short maturity of these instruments. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 As of December 31, 2023 Cash and cash equivalents $ 78,379 $ 160,817 Current portion of restricted cash 1,166 45,358 Restricted cash, noncurrent portion 12,733 12,752 Total $ 92,278 $ 218,927 |
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 June 30, 2024 As of December 31, 2023 Cash and cash equivalents $ 78,379 $ 160,817 Current portion of restricted cash 1,166 45,358 Restricted cash, noncurrent portion 12,733 12,752 Total $ 92,278 $ 218,927 |
Revenue and Accounts Receivab_2
Revenue and Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Power sales under PPAs $ 20,722 $ 16,641 $ 33,347 $ 25,627 Power sales under NMCAs 15,493 13,297 25,470 20,133 Power sales on wholesale markets 541 568 836 924 Total revenue from power sales 36,756 30,506 59,653 46,684 Solar renewable energy credit revenue 10,113 13,526 20,049 23,593 Rental income 3,110 986 5,215 1,612 Performance based incentives 1,968 464 6,775 2,562 Revenue recognized on contract liabilities 513 1,031 1,427 1,440 Total operating revenues, net $ 52,460 $ 46,513 $ 93,119 $ 75,891 |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The Company expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted: 2024 $ 8,452 2025 18,496 2026 15,220 2027 9,327 2028 1,029 Thereafter 23 Total $ 52,547 |
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 June 30, 2024 As of December 31, 2023 Power sales under PPAs $ 10,519 $ 3,582 Power sales under NMCAs 14,229 8,094 Power sales on wholesale markets 214 249 Total power sales 24,962 11,925 Solar renewable energy credits 5,814 3,379 Rental income 89 450 Performance based incentives 957 1,346 Total $ 31,822 $ 17,100 |
Schedule of Lessor, Operating Lease, Payment to be Received, Maturity | Maturities of fixed rental payments as of June 30, 2024, are as follows: 2024 $ 3,985 2025 6,118 2026 2,892 2027 513 2028 514 Thereafter 5,255 Total 19,277 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 As of December 31, 2023 Current assets $ 29,833 $ 22,298 Non-current assets 975,577 936,358 Total assets $ 1,005,410 $ 958,656 Current liabilities $ 9,650 $ 8,576 Non-current liabilities 157,172 141,360 Total liabilities $ 166,822 $ 149,936 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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 January 31, 2024: Provisional accounting as of January 31, 2024 Measurement period adjustments Adjusted provisional accounting as of January 31, 2024 Assets Accounts receivable $ 1,649 $ (72) $ 1,577 Property, plant and equipment 123,363 (789) 122,574 Operating lease asset 7,835 (1,799) 6,036 Other assets 1,691 (126) 1,565 Total assets acquired 134,538 (2,786) 131,752 Liabilities Accounts payable 249 64 313 Intangible liabilities 2,370 (800) 1,570 Asset retirement obligation 1,374 — 1,374 Operating lease liability 7,187 (1,799) 5,388 Contract liability 1,130 — 1,130 Other liabilities 393 (30) 363 Total liabilities assumed 12,703 (2,565) 10,138 Non-controlling interests 2,100 — 2,100 Total fair value of consideration transferred $ 119,735 $ (221) $ 119,514 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 December 20, 2023: Provisional accounting as of December 20, 2023 Measurement period adjustments Adjusted provisional accounting as of December 20, 2023 Assets Accounts receivable $ 876 $ — $ 876 Property, plant and equipment 131,728 (496) 131,232 Intangible assets 350 — 350 Operating lease asset 15,557 — 15,557 Other assets 2,079 (95) 1,984 Total assets acquired 150,590 (591) 149,999 Liabilities Intangible liabilities 5,200 — 5,200 Asset retirement obligation 1,920 — 1,920 Operating lease liability 17,567 — 17,567 Other liabilities 1,275 (517) 758 Total liabilities assumed 25,962 (517) 25,445 Non-controlling interests 2,900 — 2,900 Total fair value of consideration transferred, net of cash acquired $ 121,728 $ (74) $ 121,654 |
Schedule of Business Acquisitions, by Acquisition | The fair value of consideration transferred, net of cash acquired, as of January 31, 2024, is determined as follows: Cash consideration paid to Vitol on closing $ 119,690 $ — $ 119,690 Post-closing purchase price true-up 45 (221) (176) Total fair value of consideration transferred 119,735 (221) 119,514 The fair value of consideration transferred, net of cash acquired, as of December 20, 2023, is determined as follows: Cash consideration paid to seller on closing $ 80,942 $ — $ 80,942 Cash consideration paid to settle debt on behalf of seller 38,966 — 38,966 Purchase price payable (1) 4,189 — 4,189 Contingent consideration payable 2,600 — 2,600 Total fair value of consideration transferred 126,697 — 126,697 Cash and restricted cash acquired 4,969 74 5,043 Total fair value of consideration transferred, net of cash acquired $ 121,728 $ (74) $ 121,654 (1) The Company paid the entire purchase price payable amount after the acquisition date but prior to December 31, 2023. |
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 assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Unfavorable rate revenue contracts – PPA (100) 11 years Unfavorable rate revenue contracts – SREC (1,470) 10 years Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – SREC 350 4 years Unfavorable rate revenue contracts – SREC (5,200) 3 years |
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 June 30, 2024 (unaudited) For the three months ended June, 2023 (unaudited) For the six months ended June 30, 2024 (unaudited) For the six months ended June, 2023 (unaudited) Operating revenues, net $ 52,460 $ 49,381 $ 93,981 $ 81,345 Net income 33,329 5,039 38,548 9,375 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of June 30, 2024 As of December 31, 2023 Interest Weighted Long-term debt APAF Term Loan $ 468,324 $ 474,609 Fixed 3.51 % APAF II Term Loan 108,697 112,810 Floating* SOFR + 1.475% APAF III Term Loan 420,620 426,619 Fixed 6.03 % APAF IV Term Loan 101,000 — Fixed 6.45 % APAGH Term Loan 100,000 100,000 Fixed 8.50 % APAG Revolver — 65,000 Floating SOFR + 1.60% APACF II Facility 31,868 — Floating SOFR + 3.25% Other term loans 11,000 11,000 Fixed 3.04 % Financing obligations recognized in failed sale leaseback transactions 42,520 42,767 Imputed 3.97 % Total principal due for long-term debt 1,284,029 1,232,805 Unamortized discounts (12,859) (13,722) Unamortized deferred financing costs (17,432) (16,165) Less: Current portion of long-term debt 73,570 39,611 Long-term debt, less current portion $ 1,180,168 $ 1,163,307 * Interest rate is effectively fixed by interest rate swap, see discussion below. |
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: 2024 $ 2,032 2025 3,023 2026 2,995 2027 2,986 2028 2,967 Thereafter 14,143 Total $ 28,146 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 53,886 $ — $ — $ 53,886 Derivative assets: Interest rate swaps — 2,965 — 2,965 Total assets at fair value $ 53,886 $ 2,965 $ — $ 56,851 Liabilities Alignment Shares liability — — 22,534 22,534 Other long-term liabilities: True Green II Acquisition - contingent liability — — 2,187 2,187 Caldera Acquisition - contingent liability — — 900 900 Total liabilities at fair value $ — $ — $ 25,621 $ 25,621 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Derivative assets: Interest rate swaps $ — $ 530 $ — $ 530 Total assets at fair value $ — $ 530 $ — $ 530 Liabilities Alignment Shares liability — — 60,502 60,502 Other long-term liabilities: True Green II Acquisition - contingent liability — — 4,658 4,658 Caldera Acquisition - contingent liability — — 2,600 2,600 Total liabilities at fair value $ — $ — $ 67,760 $ 67,760 |
Schedule of Alignment Shares | For the six months ended June 30, 2024 For the six months ended June 30, 2023 Shares $ Shares $ Beginning balance 996,188 $ 60,502 1,207,500 $ 66,145 Alignment shares converted (199,238) (10) (201,250) (11) Fair value remeasurement — (37,958) — (19,823) Ending balance 796,950 $ 22,534 1,006,250 $ 46,311 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024 2023 Redeemable noncontrolling interest, beginning balance $ 26,044 $ 18,133 Cash distributions (1,327) (1,176) Accrued distributions (585) — Redemption of redeemable noncontrolling interests — (4,301) Assumed redeemable noncontrolling interest through business combination — 8,100 Net loss attributable to redeemable noncontrolling interest (1,241) (89) Redeemable noncontrolling interest, ending balance $ 22,891 $ 20,667 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The following table presents the components of operating lease cost for the three and six months ended June 30, 2024, and 2023: For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 Operating lease expense $ 4,556 $ 2,783 $ 8,252 $ 5,175 Variable lease expense 439 415 858 772 Total lease expense $ 4,995 $ 3,198 $ 9,110 $ 5,947 |
Schedule of Supplemental Information of Operating Leases | The following table presents supplemental information related to our operating leases: For the six months ended June 30, 2024 2023 Cash paid for operating leases $ 9,731 $ 4,495 Operating lease assets obtained in exchange for new operating lease liabilities $ 12,007 $ 62,984 Weighted-average remaining lease term, years 23.5 years 23.4 years Weighted average discount rate 5.76 % 5.31 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of June 30, 2024, are as follows: 2024 $ 6,884 2025 15,774 2026 15,898 2027 15,995 2028 16,049 Thereafter 295,623 Total $ 366,223 Less: Present value discount (173,811) Lease liability $ 192,412 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024 and 2023 was as follows (in thousands, except share and per share amounts): For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 Net income attributable to Altus Power, Inc. 37,645 6,825 45,154 12,442 Income attributable to participating securities (1) (188) (43) (226) (79) Net income attributable to common stockholders - basic and diluted 37,457 6,782 44,928 12,363 Class A Common Stock Weighted average shares of common stock outstanding - basic (2) 159,902,589 158,719,684 159,464,164 158,670,950 Dilutive restricted stock — 258,591 — 258,708 Dilutive RSUs 3,683,063 — 6,036,274 1,817,387 Weighted average shares of common stock outstanding - diluted 163,585,652 158,978,275 165,500,438 160,747,045 Net income attributable to common stockholders per share - basic $ 0.23 $ 0.04 $ 0.28 $ 0.08 Net income attributable to common stockholders per share - diluted $ 0.23 $ 0.04 $ 0.27 $ 0.08 (1) Represents the income attributable to 796,950 and 1,006,250 Alignment Shares outstanding as of June 30, 2024 and 2023, respectively. (2) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Percentage Payout Calculation | The number of GW Plan PSUs vested, and thus shares of Class A Common Stock issued, will be calculated based on the average stock price of the Company's Class A Common Stock during the twenty AMPS Price ") as follows: AMPS Price Payout <$8 40 % $8-10.99 80 % $11-11.50 100 % $11.51-12.99 110 % $13+ 120 % |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2024 numberOfOperatingSegment numberOfReportableSegment $ / shares | Jun. 30, 2023 | Dec. 31, 2023 $ / shares | |
Concentration Risk [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||
Number of operating segments | numberOfOperatingSegment | 1 | |||
Number of reportable segments | numberOfReportableSegment | 1 | |||
Class B Common Stock | ||||
Concentration Risk [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | |||
Revenue Benchmark | Customer Concentration Risk | Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 14.40% | 14.70% |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 78,379 | $ 160,817 | ||
Current portion of restricted cash | 1,166 | 45,358 | ||
Restricted cash, noncurrent portion | 12,733 | 12,752 | ||
Total | $ 92,278 | $ 218,927 | $ 84,135 | $ 199,398 |
Revenue and Accounts Receivab_3
Revenue and Accounts Receivable - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues, net | $ 52,460 | $ 46,513 | $ 93,119 | $ 75,891 |
Power sales under PPAs | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from power sales | 20,722 | 16,641 | 33,347 | 25,627 |
Power sales under NMCAs | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from power sales | 15,493 | 13,297 | 25,470 | 20,133 |
Power sales on wholesale markets | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from power sales | 541 | 568 | 836 | 924 |
Total revenue from power sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from power sales | 36,756 | 30,506 | 59,653 | 46,684 |
Solar renewable energy credit revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues, net | 10,113 | 13,526 | 20,049 | 23,593 |
Rental income | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues, net | 3,110 | 986 | 5,215 | 1,612 |
Performance based incentives | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues, net | 1,968 | 464 | 6,775 | 2,562 |
Revenue recognized on contract liabilities | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues, net | $ 513 | $ 1,031 | $ 1,427 | $ 1,440 |
Revenue and Accounts Receivab_4
Revenue and Accounts Receivable - Transaction Price Allocated to Remaining Performance Obligation (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Revenue, remaining performance obligation, amount | $ 52,547 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Revenue, remaining performance obligation, amount | $ 8,452 |
Remaining performance period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Revenue, remaining performance obligation, amount | $ 18,496 |
Remaining performance period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Revenue, remaining performance obligation, amount | $ 15,220 |
Remaining performance period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Revenue, remaining performance obligation, amount | $ 9,327 |
Remaining performance period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,029 |
Remaining performance period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Revenue, remaining performance obligation, amount | $ 23 |
Remaining performance period | 1 year |
Revenue and Accounts Receivab_5
Revenue and Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | $ 31,822 | $ 17,100 |
Power sales under PPAs | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total power sales | 10,519 | 3,582 |
Power sales under NMCAs | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total power sales | 14,229 | 8,094 |
Power sales on wholesale markets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total power sales | 214 | 249 |
Total power sales | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total power sales | 24,962 | 11,925 |
Solar renewable energy credit revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | 5,814 | 3,379 |
Rental income | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | 89 | 450 |
Performance based incentives | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | $ 957 | $ 1,346 |
Revenue and Accounts Receivab_6
Revenue and Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Net Investment Income [Line Items] | ||
Period of payments for accounts receivable | 30 days | |
Allowance for uncollectible accounts | $ 900 | $ 900 |
Contract liability, current | 2,453 | 2,940 |
Contract liability, noncurrent | 6,074 | 5,620 |
Contract asset | 0 | |
Contract liability | 0 | |
SREC | ||
Net Investment Income [Line Items] | ||
Contract liability, current | 2,500 | 2,900 |
Contract liability, noncurrent | $ 6,100 | $ 5,600 |
Revenue and Accounts Receivab_7
Revenue and Accounts Receivable - Maturities of Fixed Rental Payment (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Revenue from Contract with Customer [Abstract] | |
2024 | $ 3,985 |
2025 | 6,118 |
2026 | 2,892 |
2027 | 513 |
2028 | 514 |
Thereafter | 5,255 |
Total | $ 19,277 |
Variable Interest Entities - Co
Variable Interest Entities - Consolidated VIE Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Variable Interest Entity [Line Items] | ||
Current assets | $ 119,941 | $ 228,797 |
Total assets | 2,131,947 | 2,090,349 |
Current liabilities | 131,886 | 106,510 |
Total liabilities | 1,568,700 | 1,565,338 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Current assets | 29,833 | 22,298 |
Non-current assets | 975,577 | 936,358 |
Total assets | 1,005,410 | 958,656 |
Current liabilities | 9,650 | 8,576 |
Non-current liabilities | 157,172 | 141,360 |
Total liabilities | $ 166,822 | $ 149,936 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - variableInterestEntity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Zildjian Solar V, LLC | ||
Variable Interest Entity [Line Items] | ||
Consolidated VIEs | 36 | 26 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Apr. 10, 2024 USD ($) in-developmentSolarFacility | Jan. 31, 2024 USD ($) facility MW | Dec. 20, 2023 USD ($) MW | Jun. 30, 2024 USD ($) MW | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) MW | Jun. 30, 2023 USD ($) | Dec. 20, 2023 | Dec. 20, 2023 operatingSolarEnergyFacility | Dec. 20, 2023 developmentSolarEnergyFacility | |
Business Acquisition [Line Items] | ||||||||||
Number of assets acquired | facility | 20 | |||||||||
Acquisition and entity formation costs | $ 450 | $ 1,369 | $ 1,516 | $ 2,860 | ||||||
Asset Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nameplate capacity | MW | 9.8 | 9.8 | ||||||||
Consideration transferred | $ 9,800 | |||||||||
Property, plant and equipment | 9,800 | |||||||||
Operating lease assets | $ 600 | 600 | ||||||||
Operating lease liabilities | $ 600 | 600 | ||||||||
Number of in-development solar facilities acquired | in-developmentSolarFacility | 4 | |||||||||
Asset acquisition, price of acquisition, expected | $ 113,000 | |||||||||
Vitol Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nameplate capacity | MW | 84 | |||||||||
Percent of ownership interest acquired | 100% | |||||||||
Purchase price | $ 119,500 | |||||||||
Acquisition and entity formation costs | 900 | |||||||||
Revenues | 5,200 | |||||||||
Net income (loss) | 3,100 | |||||||||
Caldera Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Nameplate capacity | MW | 121 | |||||||||
Number of assets acquired | 35 | 6 | ||||||||
Percent of ownership interest acquired | 100% | |||||||||
Acquisition and entity formation costs | $ 8,000 | $ 900 | ||||||||
Consideration transferred | $ 121,700 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed from Business Combination (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Dec. 20, 2023 |
Vitol Acquisition | Provisional Accounting | ||
Assets | ||
Accounts receivable | $ 1,649 | |
Property, plant and equipment | 123,363 | |
Operating lease asset | 7,835 | |
Other assets | 1,691 | |
Total assets acquired | 134,538 | |
Liabilities | ||
Accounts payable | 249 | |
Intangible liabilities | 2,370 | |
Asset retirement obligation | 1,374 | |
Operating lease liability | 7,187 | |
Contract liability | 1,130 | |
Other liabilities | 393 | |
Total liabilities assumed | 12,703 | |
Non-controlling interests | 2,100 | |
Total fair value of consideration transferred | 119,735 | |
Vitol Acquisition | Measurement Period Adjustments | ||
Assets | ||
Measurement period adjustments, Accounts receivable | (72) | |
Measurement period adjustments, Property, plant and equipment | (789) | |
Measurement period adjustments, Operating lease asset | (1,799) | |
Measurement period adjustments, Other assets | (126) | |
Measurement period adjustments, Total assets acquired | (2,786) | |
Liabilities | ||
Measurement period adjustments, Accounts payable | 64 | |
Measurement period adjustments, Intangible liabilities | (800) | |
Measurement period adjustments, Asset retirement obligation | 0 | |
Measurement period adjustments, Operating lease liability | (1,799) | |
Measurement period adjustments, Contract liability | 0 | |
Measurement period adjustments, Other liabilities | (30) | |
Measurement period adjustments, Total liabilities assumed | (2,565) | |
Measurement period adjustments, Non-controlling Interests | 0 | |
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired | (221) | |
Vitol Acquisition | Final Allocation | ||
Assets | ||
Accounts receivable | 1,577 | |
Property, plant and equipment | 122,574 | |
Operating lease asset | 6,036 | |
Other assets | 1,565 | |
Total assets acquired | 131,752 | |
Liabilities | ||
Accounts payable | 313 | |
Intangible liabilities | 1,570 | |
Asset retirement obligation | 1,374 | |
Operating lease liability | 5,388 | |
Contract liability | 1,130 | |
Other liabilities | 363 | |
Total liabilities assumed | 10,138 | |
Non-controlling interests | 2,100 | |
Total fair value of consideration transferred | $ 119,514 | |
Caldera Acquisition | Provisional Accounting | ||
Assets | ||
Accounts receivable | $ 876 | |
Property, plant and equipment | 131,728 | |
Intangible assets | 350 | |
Operating lease asset | 15,557 | |
Other assets | 2,079 | |
Total assets acquired | 150,590 | |
Liabilities | ||
Intangible liabilities | 5,200 | |
Asset retirement obligation | 1,920 | |
Operating lease liability | 17,567 | |
Other liabilities | 1,275 | |
Total liabilities assumed | 25,962 | |
Non-controlling interests | 2,900 | |
Total fair value of consideration transferred | 121,728 | |
Caldera Acquisition | Measurement Period Adjustments | ||
Assets | ||
Measurement period adjustments, Accounts receivable | 0 | |
Measurement period adjustments, Property, plant and equipment | (496) | |
Measurement period adjustments, Intangible assets | 0 | |
Measurement period adjustments, Operating lease asset | 0 | |
Measurement period adjustments, Other assets | (95) | |
Measurement period adjustments, Total assets acquired | (591) | |
Liabilities | ||
Measurement period adjustments, Intangible liabilities | 0 | |
Measurement period adjustments, Asset retirement obligation | 0 | |
Measurement period adjustments, Operating lease liability | 0 | |
Measurement period adjustments, Other liabilities | (517) | |
Measurement period adjustments, Total liabilities assumed | (517) | |
Measurement period adjustments, Non-controlling Interests | 0 | |
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired | (74) | |
Caldera Acquisition | Final Allocation | ||
Assets | ||
Accounts receivable | 876 | |
Property, plant and equipment | 131,232 | |
Intangible assets | 350 | |
Operating lease asset | 15,557 | |
Other assets | 1,984 | |
Total assets acquired | 149,999 | |
Liabilities | ||
Intangible liabilities | 5,200 | |
Asset retirement obligation | 1,920 | |
Operating lease liability | 17,567 | |
Other liabilities | 758 | |
Total liabilities assumed | 25,445 | |
Non-controlling interests | 2,900 | |
Total fair value of consideration transferred | $ 121,654 |
Acquisitions - Fair Value of Co
Acquisitions - Fair Value of Consideration Transferred (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Dec. 20, 2023 |
Vitol Acquisition | ||
Business Acquisition [Line Items] | ||
Total fair value of consideration transferred | $ 119,500 | |
Vitol Acquisition | Provisional Accounting | ||
Business Acquisition [Line Items] | ||
Cash consideration paid to Vitol on closing | 119,690 | |
Post-closing purchase price true-up | 45 | |
Total fair value of consideration transferred | 119,735 | |
Vitol Acquisition | Measurement Period Adjustments | ||
Business Acquisition [Line Items] | ||
Measurement period adjustments, Cash consideration paid to Vitol on closing | 0 | |
Measurement period adjustments, Post-closing purchase price true-up | (221) | |
Measurement period adjustments, Total fair value of consideration transferred | (221) | |
Vitol Acquisition | Final Allocation | ||
Business Acquisition [Line Items] | ||
Cash consideration paid to Vitol on closing | 119,690 | |
Post-closing purchase price true-up | (176) | |
Total fair value of consideration transferred | $ 119,514 | |
Caldera Acquisition | ||
Business Acquisition [Line Items] | ||
Total fair value of consideration transferred, net of cash acquired | $ 121,700 | |
Caldera Acquisition | Provisional Accounting | ||
Business Acquisition [Line Items] | ||
Cash consideration paid to seller on closing | 80,942 | |
Cash consideration paid to settle debt on behalf of seller | 38,966 | |
Purchase price payable | 4,189 | |
Contingent consideration payable | 2,600 | |
Total fair value of consideration transferred | 126,697 | |
Cash and restricted cash acquired | 4,969 | |
Total fair value of consideration transferred, net of cash acquired | 121,728 | |
Caldera Acquisition | Measurement Period Adjustments | ||
Business Acquisition [Line Items] | ||
Measurement period adjustments, Cash consideration paid to seller on closing | 0 | |
Measurement period adjustments, Cash consideration paid to settle debt on behalf of seller | 0 | |
Measurement period adjustments, Purchase price payable | 0 | |
Measurement period adjustments, Contingent consideration payable | 0 | |
Measurement period adjustments, Total fair value of consideration transferred | 0 | |
Measurement period adjustments, Cash and restricted cash acquired | 74 | |
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired | (74) | |
Caldera Acquisition | Final Allocation | ||
Business Acquisition [Line Items] | ||
Cash consideration paid to seller on closing | 80,942 | |
Cash consideration paid to settle debt on behalf of seller | 38,966 | |
Purchase price payable | 4,189 | |
Contingent consideration payable | 2,600 | |
Total fair value of consideration transferred | 126,697 | |
Cash and restricted cash acquired | 5,043 | |
Total fair value of consideration transferred, net of cash acquired | $ 121,654 |
Acquisitions - Estimated Fair V
Acquisitions - Estimated Fair Value and Weighted Average Amortization Period of Acquired Assets and Assumed Intangible Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Dec. 20, 2023 |
Unfavorable Rate Revenue Contracts | Vitol Acquisition | Power sales under PPAs | ||
Business Acquisition [Line Items] | ||
Fair value, Unfavorable rate revenue contracts | $ (100) | |
Weighted average amortization period | 11 years | |
Unfavorable Rate Revenue Contracts | Vitol Acquisition | SREC | ||
Business Acquisition [Line Items] | ||
Fair value, Unfavorable rate revenue contracts | $ (1,470) | |
Weighted average amortization period | 10 years | |
Unfavorable Rate Revenue Contracts | Caldera Acquisition | SREC | ||
Business Acquisition [Line Items] | ||
Fair value, Unfavorable rate revenue contracts | $ 5,200 | |
Weighted average amortization period | 3 years | |
Favorable Rate Revenue Contracts | Caldera Acquisition | SREC | ||
Business Acquisition [Line Items] | ||
Fair value, favorable rate revenue contracts | $ 350 | |
Weighted average amortization period | 4 years |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - Vitol Acquisition - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||||
Operating revenues, net | $ 52,460 | $ 49,381 | $ 93,981 | $ 81,345 |
Net income | $ 33,329 | $ 5,039 | $ 38,548 | $ 9,375 |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 1,284,029 | $ 1,232,805 |
Unamortized discounts | (12,859) | (13,722) |
Unamortized deferred financing costs | (17,432) | (16,165) |
Less: Current portion of long-term debt | 73,570 | 39,611 |
Long-term debt, net of unamortized debt issuance costs and current portion | 1,180,168 | 1,163,307 |
Financing obligations recognized in failed sale leaseback transactions | ||
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 42,520 | 42,767 |
Weighted average interest rate | 3.97% | |
APAF Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 468,324 | 474,609 |
Weighted average interest rate | 3.51% | |
APAF II Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 108,697 | 112,810 |
Weighted average interest rate | 1.475% | |
APAF III Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 420,620 | 426,619 |
Weighted average interest rate | 6.03% | |
APAF IV Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 101,000 | 0 |
Weighted average interest rate | 6.45% | |
APAGH Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 100,000 | 100,000 |
Weighted average interest rate | 8.50% | |
APAG Revolver | ||
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 0 | 65,000 |
Weighted average interest rate | 1.60% | |
APACF II Facility | ||
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 31,868 | 0 |
Weighted average interest rate | 3.25% | |
Other term loans | ||
Line of Credit Facility [Line Items] | ||
Total principal due for long-term debt | $ 11,000 | $ 11,000 |
Weighted average interest rate | 3.04% |
Debt - APAF Term Loan (Details)
Debt - APAF Term Loan (Details) - APAF Term Loan - USD ($) $ in Millions | Aug. 25, 2021 | Jun. 30, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | |||
Weighted average interest rate | 3.51% | ||
Outstanding principal balance | $ 468.3 | $ 474.6 | |
Debt issuance costs | $ 6.3 | $ 6.7 | |
Blackstone Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 503 | ||
Weighted average interest rate | 3.51% | ||
Initial amortization rate | 2.50% | ||
Debt instrument term | 8 years | ||
Amortization step up rate | 4% |
Debt - APAF II Term Loan (Detai
Debt - APAF II Term Loan (Details) - APAF II Term Loan - USD ($) $ in Millions | Dec. 23, 2022 | Jun. 30, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | |||
Face amount | $ 108.7 | $ 112.8 | |
Debt instrument, basis spread on variable rate | 1.475% | ||
Derivative, interest rate swaps | 100% | ||
Derivative, fixed interest rate | 4.885% | ||
Unamortized debt issuance costs | $ 1.9 | $ 2.2 | |
Other term loans | |||
Line of Credit Facility [Line Items] | |||
Face amount | $ 125.7 |
Debt - APAF III Term Loan (Deta
Debt - APAF III Term Loan (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||||
Dec. 20, 2023 | Jul. 21, 2023 | Jun. 15, 2023 | Feb. 15, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | |||||||
Payment of debt issuance costs | $ 1,231 | $ 2,548 | |||||
True Green II Acquisition | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, current borrowing capacity | $ 193,000 | ||||||
APAF III Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding principal balance | $ 204,000 | ||||||
Interest rate | 6.03% | 5.62% | |||||
Payment of debt issuance costs | $ 1,300 | $ 200 | $ 300 | $ 4,000 | |||
Issuance discount | 800 | 1,100 | 1,500 | $ 6,300 | |||
Maximum borrowing capacity | $ 163,000 | $ 28,000 | $ 47,000 | ||||
Face amount | 420,600 | $ 426,600 | |||||
Unamortized debt issuance costs | $ 13,600 | $ 14,300 | |||||
APAF III Term Loan | Blackstone Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Initial amortization rate | 3.25% | 2.50% |
Debt - APAF IV Term Loan (Detai
Debt - APAF IV Term Loan (Details) - APAF IV Term Loan - USD ($) $ in Millions | Mar. 26, 2024 | Jun. 30, 2024 |
Line of Credit Facility [Line Items] | ||
Derivative, fixed interest rate | 6.45% | |
Line of credit facility, current borrowing capacity | $ 101 | |
Issuance discount | $ 1.6 | |
Face amount | $ 101 | |
Unamortized debt issuance costs | $ 1.5 |
Debt - APAGH Term Loan (Details
Debt - APAGH Term Loan (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Dec. 27, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | ||||
Payment of debt issuance costs | $ 1,231 | $ 2,548 | ||
APAGH Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, commitment fee amount | $ 100,000 | |||
Maximum borrowing capacity | $ 100,000 | |||
Interest rate | 8.50% | |||
Line of credit facility, current borrowing capacity | $ 100,000 | |||
Payment of debt issuance costs | 3,000 | |||
Issuance discount | $ 1,000 | |||
Face amount | 100,000 | $ 100,000 | ||
Unamortized debt issuance costs | $ 3,600 | $ 4,000 |
Debt - APAG Revolver (Details)
Debt - APAG Revolver (Details) - APAG Revolver - USD ($) $ in Millions | Dec. 19, 2022 | Jun. 30, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | |||
Line of credit facility, commitment fee amount | $ 200 | ||
Face amount | $ 0 | $ 65 |
Debt - APACF II Facility (Detai
Debt - APACF II Facility (Details) - APACF II Facility - USD ($) $ in Millions | Jan. 19, 2024 | Nov. 10, 2023 | Jun. 30, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 200 | |||
Interest rate | 3.25% | |||
Line of credit facility, maturity period | 364 days | |||
Debt issuance costs | $ 0.3 | |||
Line of credit facility, current borrowing capacity | $ 31.9 | |||
Issuance discount | $ 0.6 | |||
Face amount | $ 31.9 | $ 0 | ||
Unamortized debt issuance costs | $ 0.8 |
Debt - Other Term Loans (Detail
Debt - Other Term Loans (Details) - USD ($) $ in Thousands | Jun. 15, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Aug. 29, 2022 | Jan. 10, 2020 |
Line of Credit Facility [Line Items] | |||||
Debt instrument, unamortized discount | $ 12,859 | $ 13,722 | |||
Construction to Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Repaid all outstanding term loans | $ 15,800 | ||||
Construction to Term Loan Facility | Construction Loans | |||||
Line of Credit Facility [Line Items] | |||||
Face amount | $ 187,500 | ||||
Project-Level Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding principal balance | 11,000 | 11,000 | |||
Debt issuance costs | $ 1,600 | $ 1,800 | |||
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 |
Debt - Letter of Credit Facilit
Debt - Letter of Credit Facilities and Surety Bond Arrangements (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Surety Bond | ||
Line of Credit Facility [Line Items] | ||
Face amount | $ 5.9 | $ 5.4 |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Outstanding principal balance | 52.9 | 54.7 |
Unused lines of Credit | ||
Line of Credit Facility [Line Items] | ||
Remaining borrowing capacity | $ 51.1 | $ 54.4 |
Debt - Financing Obligations Re
Debt - Financing Obligations Recognized in Failed Sale Leaseback Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | |||||
Financing obligation | $ 41,600 | $ 41,600 | $ 41,800 | ||
Deferred transaction cost | 900 | 900 | |||
Payment of financing obligation | 800 | 1,100 | $ 1,000 | ||
Interest expense, net | 500 | $ 400 | 900 | 800 | |
Debt repayment | 500 | ||||
Payments of financing costs | 0 | 600 | |||
Gain (loss) on extinguishment of debt | $ 100 | ||||
Total principal due for long-term debt | 1,284,029 | 1,284,029 | 1,232,805 | ||
Minimum lease payments | 28,146 | 28,146 | |||
Investment tax credit | 13,200 | ||||
Implied interest on financing lease obligation | 4,200 | 4,200 | |||
Difference between minimum lease payments and fair value of financing lease obligations acquired | 400 | 400 | |||
Stellar HI Acquisition | |||||
Line of Credit Facility [Line Items] | |||||
Difference between minimum lease payments and fair value of finance obligations | 2,600 | 2,600 | |||
Financing obligations recognized in failed sale leaseback transactions | |||||
Line of Credit Facility [Line Items] | |||||
Total principal due for long-term debt | 42,520 | 42,520 | $ 42,767 | ||
Minimum lease payments | $ 28,100 | $ 28,100 |
Debt - Payments Required Under
Debt - Payments Required Under Failed Sale-Leasebacks (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 2,032 |
2025 | 3,023 |
2026 | 2,995 |
2027 | 2,986 |
2028 | 2,967 |
Thereafter | 14,143 |
Total | $ 28,146 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Total assets at fair value | $ 56,851 | $ 530 |
Liabilities | ||
Alignment Shares liability | 22,534 | 60,502 |
Total liabilities at fair value | 25,621 | 67,760 |
Money market fund | ||
Assets | ||
Money market fund | 53,886 | |
True Green II Acquisition - contingent liability | ||
Liabilities | ||
Other long-term liabilities: | 2,187 | 4,658 |
Caldera Acquisition - contingent liability | ||
Liabilities | ||
Other long-term liabilities: | 900 | 2,600 |
Interest rate swaps | ||
Assets | ||
Interest rate swaps | 2,965 | 530 |
Level 1 | ||
Assets | ||
Total assets at fair value | 53,886 | 0 |
Liabilities | ||
Alignment Shares liability | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 1 | Money market fund | ||
Assets | ||
Money market fund | 53,886 | |
Level 1 | True Green II Acquisition - contingent liability | ||
Liabilities | ||
Other long-term liabilities: | 0 | 0 |
Level 1 | Caldera Acquisition - contingent liability | ||
Liabilities | ||
Other long-term liabilities: | 0 | 0 |
Level 1 | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 0 | 0 |
Level 2 | ||
Assets | ||
Total assets at fair value | 2,965 | 530 |
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 | True Green II Acquisition - contingent liability | ||
Liabilities | ||
Other long-term liabilities: | 0 | 0 |
Level 2 | Caldera Acquisition - contingent liability | ||
Liabilities | ||
Other long-term liabilities: | 0 | 0 |
Level 2 | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 2,965 | 530 |
Level 3 | ||
Assets | ||
Total assets at fair value | 0 | 0 |
Liabilities | ||
Alignment Shares liability | 22,534 | 60,502 |
Total liabilities at fair value | 25,621 | 67,760 |
Level 3 | Money market fund | ||
Assets | ||
Money market fund | 0 | |
Level 3 | True Green II Acquisition - contingent liability | ||
Liabilities | ||
Other long-term liabilities: | 2,187 | 4,658 |
Level 3 | Caldera Acquisition - contingent liability | ||
Liabilities | ||
Other long-term liabilities: | 900 | 2,600 |
Level 3 | Interest rate swaps | ||
Assets | ||
Interest rate swaps | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Dec. 20, 2023 USD ($) | Feb. 15, 2023 USD ($) facility MW | Dec. 22, 2020 USD ($) facility MW | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2023 USD ($) shares | Jan. 31, 2024 facility | Dec. 20, 2023 MW | Dec. 20, 2023 operatingSolarEnergyFacility | Dec. 20, 2023 developmentSolarEnergyFacility | Jul. 21, 2023 USD ($) | Jun. 15, 2023 USD ($) | Dec. 31, 2022 shares | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Alignment shares outstanding (in shares) | shares | 796,950 | 1,006,250 | 796,950 | 1,006,250 | 996,188 | 1,207,500 | |||||||||
Period after merger | 7 years | ||||||||||||||
Volatility rate | 69% | ||||||||||||||
Risk-free interest rate | 4.45% | ||||||||||||||
(Gain) loss on fair value remeasurement of contingent consideration, net | $ (1,400) | $ 50 | $ (1,479) | $ 100 | |||||||||||
Number of assets acquired | facility | 20 | ||||||||||||||
Purchase price payable, current | 5,673 | 5,673 | $ 9,514 | ||||||||||||
Caldera Acquisition | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Earnout cash payments | $ 8,000 | ||||||||||||||
Amount of change of other contingent consideration, amount | 900 | 2,600 | |||||||||||||
(Gain) loss on fair value remeasurement of contingent consideration, net | 1,400 | 1,700 | |||||||||||||
Number of assets acquired | 35 | 6 | |||||||||||||
Nameplate capacity | MW | 121 | ||||||||||||||
True Green II Acquisition | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Earnout cash payments | $ 10,000 | ||||||||||||||
Amount of change of other contingent consideration, amount | 2,200 | $ 4,700 | |||||||||||||
(Gain) loss on fair value remeasurement of contingent consideration, net | 200 | 0 | 200 | 0 | |||||||||||
Number of assets acquired | facility | 58 | ||||||||||||||
Nameplate capacity | MW | 220 | ||||||||||||||
Purchase price payable, current | 2,700 | 2,700 | |||||||||||||
Solar Acquisition | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Earnout cash payments | $ 3,100 | ||||||||||||||
Number of assets acquired | facility | 16 | ||||||||||||||
Nameplate capacity | MW | 61.5 | ||||||||||||||
Contingent consideration | $ 7,400 | ||||||||||||||
Period since acquisition of facilities | 36 months | ||||||||||||||
Contingent consideration, liability, measurement period | 36 months | ||||||||||||||
Contingent consideration | 3,100 | 3,100 | $ 3,100 | ||||||||||||
Solar Acquisition | Power Rate | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
(Gain) loss on fair value remeasurement of contingent consideration, net | 0 | 100 | 0 | 100 | |||||||||||
Solar Acquisition | Minimum | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Period since acquisition of facilities | 18 months | ||||||||||||||
Solar Acquisition | Maximum | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Period since acquisition of facilities | 36 months | ||||||||||||||
APAF III Term Loan | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 163,000 | $ 28,000 | $ 47,000 | ||||||||||||
Interest Rate Swaps | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Derivative, notional amount | 118,800 | 118,800 | 112,800 | ||||||||||||
Interest expense | 400 | $ 2,800 | 2,400 | $ 100 | |||||||||||
Forward Starting Interest Rate Swap | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Derivative, notional amount | 250,000 | 250,000 | |||||||||||||
Proceeds from issuance of debt | 16,700 | ||||||||||||||
Change in unrealized gain (loss) on fair value hedging instruments | 17,300 | ||||||||||||||
Forward Starting Interest Rate Swap | APAF III Term Loan | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Maximum borrowing capacity | 238,000 | ||||||||||||||
Forward Starting Interest Rate Swap | APAF IV Term Loan | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Remaining borrowing capacity | $ 12,000 | ||||||||||||||
Forward Starting Interest Rate Swap | APAF III And IV Term Loan | |||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||||||||||
Interest expense | 400 | 800 | |||||||||||||
Debt interest expense | 17,300 | ||||||||||||||
Gain (loss) to be reclassified during next 12 months | $ 1,600 | $ 1,600 |
Fair Value Measurements - Align
Fair Value Measurements - Alignment Shares (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Shares | ||
Beginning balance (in shares) | 996,188 | 1,207,500 |
Alignment shares converted (in shares) | (199,238) | (201,250) |
Fair value remeasurement (in shares) | 0 | 0 |
Ending balance (in shares) | 796,950 | 1,006,250 |
$ | ||
Beginning balance | $ 60,502 | $ 66,145 |
Alignment shares converted | (10) | (11) |
Fair value remeasurement | (37,958) | (19,823) |
Ending balance | $ 22,534 | $ 46,311 |
Equity (Details)
Equity (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 USD ($) shares | Dec. 31, 2023 USD ($) vote shares | Jun. 30, 2023 shares | Dec. 31, 2022 shares | |
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 988,591,250 | 988,591,250 | ||
Common stock, issued (in shares) | 159,989,890 | 158,999,886 | ||
Common stock, outstanding (in shares) | 159,989,890 | 158,999,886 | ||
Number of votes | vote | 1 | |||
Common stock dividends | $ | $ 0 | $ 0 | ||
Alignment shares outstanding (in shares) | 796,950 | 996,188 | 1,006,250 | 1,207,500 |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 988,591,250 | 988,591,250 | ||
Common stock, issued (in shares) | 158,989,890 | 158,999,886 | ||
Common stock, outstanding (in shares) | 158,989,890 | 158,999,886 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Alignment shares outstanding (in shares) | 796,950 | 996,188 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Components of Redeemable Noncontrolling Interests | ||
Redeemable noncontrolling interest, beginning balance | $ 26,044 | $ 18,133 |
Cash distributions | (1,327) | (1,176) |
Accrued distributions | (585) | 0 |
Redemption of redeemable noncontrolling interests | 0 | (4,301) |
Assumed redeemable noncontrolling interest through business combination | 0 | 8,100 |
Net loss attributable to redeemable noncontrolling interest | (1,241) | (89) |
Redeemable noncontrolling interest, ending balance | $ 22,891 | $ 20,667 |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Operating lease expense | $ 4,556 | $ 2,783 | $ 8,252 | $ 5,175 |
Variable lease expense | 439 | 415 | 858 | 772 |
Total lease expense | $ 4,995 | $ 3,198 | $ 9,110 | $ 5,947 |
Leases - Supplemental Informati
Leases - Supplemental Information of Operating Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Cash paid for operating leases | $ 9,731 | $ 4,495 |
Operating lease assets obtained in exchange for new operating lease liabilities | $ 12,007 | $ 62,984 |
Weighted-average remaining lease term, years | 23 years 6 months | 23 years 4 months 24 days |
Weighted average discount rate | 5.76% | 5.31% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
2024 | $ 6,884 |
2025 | 15,774 |
2026 | 15,898 |
2027 | 15,995 |
2028 | 16,049 |
Thereafter | 295,623 |
Total | 366,223 |
Less: Present value discount | (173,811) |
Lease liability | $ 192,412 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Guarantor Obligations [Line Items] | ||
Guarantor term | 15 years | |
Purchase obligation | $ 0 | $ 0 |
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 | 6 Months Ended | 12 Months Ended | ||||
Apr. 26, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 09, 2022 $ / MW | |
Related Party Transaction [Line Items] | |||||||
Commercial collaboration agreement term | 7 years | ||||||
Commercial collaboration agreement, renewal term | 1 year | ||||||
Operating lease asset | $ 182,031 | $ 182,031 | $ 173,804 | ||||
Lease liability | $ 192,412 | $ 192,412 | |||||
Weighted-average remaining lease term, years | 23 years 6 months | 23 years 4 months 24 days | 23 years 6 months | 23 years 4 months 24 days | |||
Proceeds from lease payment, operating activity | $ 600 | $ 0 | $ 1,300 | $ 0 | |||
General and administrative | 12,240 | 8,291 | 22,262 | 15,653 | |||
Mr. Norell | Separation and Release Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Restructuring, number of months to receive severance | 18 months | ||||||
Severance costs | $ 900 | ||||||
Restructuring, COBRA continuation coverage period | 12 months | ||||||
Restructuring, severance, additional payment | $ 1,000 | ||||||
General and administrative | 2,200 | ||||||
Remaining amound to be paid | 1,000 | 1,000 | |||||
Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Other current liabilities | 67 | 67 | 51 | ||||
Due from related parties | 0 | 0 | 0 | ||||
Related Party | CBRE Group, Inc | Commercial Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | 0 | ||||||
Repayments of related party debt | 0 | 0 | |||||
Related Party | CBRE Group, Inc | Master Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Other current liabilities | 100 | 100 | $ 100 | ||||
Related party transaction, amounts of transaction | 100 | 100 | 300 | 200 | |||
Related Party | CBRE Group, Inc | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Development fee | $ / MW | 0.015 | ||||||
Related Party | CBRE Group, Inc | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Development fee | $ / MW | 0.030 | ||||||
Related Party | Link Logistics | |||||||
Related Party Transaction [Line Items] | |||||||
Operating lease asset | 27,000 | 27,000 | |||||
Lease liability | $ 26,900 | $ 26,900 | |||||
Weighted-average remaining lease term, years | 29 years | 29 years | |||||
Related Party | APAF Term Loan and APAF III Term Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expense | $ 0 | $ 200 | $ 200 | $ 900 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income attributable to Altus Power, Inc. | $ 37,645 | $ 6,825 | $ 45,154 | $ 12,442 | ||
Income attributable to participating securities | (188) | (43) | (226) | (79) | ||
Net income attributable to common stockholders - basic | 37,457 | 6,782 | 44,928 | 12,363 | ||
Net income attributable to common stockholders - diluted | $ 37,457 | $ 6,782 | $ 44,928 | $ 12,363 | ||
Weighted average shares of common stock outstanding - basic (in shares) | 159,902,589 | 158,719,684 | 159,464,164 | 158,670,950 | ||
Weighted average shares of common stock outstanding - diluted (in shares) | 163,585,652 | 158,978,275 | 165,500,438 | 160,747,045 | ||
Net income attributable to common stockholders per share - basic (in usd per share) | $ 0.23 | $ 0.04 | $ 0.28 | $ 0.08 | ||
Net income attributable to common stockholders per share - diluted (in usd per share) | $ 0.23 | $ 0.04 | $ 0.27 | $ 0.08 | ||
Alignment shares outstanding (in shares) | 796,950 | 1,006,250 | 796,950 | 1,006,250 | 996,188 | 1,207,500 |
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 | 271,259 | ||||
Dilutive restricted stock | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Dilutive shares (in shares) | 0 | 258,591 | 0 | 258,708 | ||
Dilutive RSUs | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Dilutive shares (in shares) | 3,683,063 | 0 | 6,036,274 | 1,817,387 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 28, 2024 USD ($) grantee $ / shares | Jul. 12, 2021 $ / shares | Jun. 30, 2024 USD ($) $ / shares GW shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) installment $ / shares GW shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation (benefit) expense | $ | $ (4,227) | $ 4,256 | $ 77 | $ 7,128 | |||
Common stock, issued (in shares) | 159,989,890 | 159,989,890 | 158,999,886 | ||||
Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, issued (in shares) | 158,989,890 | 158,989,890 | 158,999,886 | ||||
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 | ||||||
Nameplate capacity | GW | 1.1 | 1.1 | |||||
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% | ||||||
Trading days | 20 days | ||||||
Common stock authorized for issuance (in shares) | 30,992,545 | 30,992,545 | 30,992,545 | ||||
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 | 4,662,020 | ||||
Stock-based compensation | $ | $ 0 | $ 0 | |||||
Common stock, issued (in shares) | 0 | 0 | 0 | 0 | |||
Dilutive RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ | $ 34,700 | $ 34,700 | |||||
Weighted average period of recognition | 2 years | ||||||
Dilutive RSUs | Holdings Restricted Units Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock reserved for future issuance (in shares) | 0 | 0 | 210,710 | ||||
Dilutive RSUs | Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of installment | installment | 1 | ||||||
RSUs granted (in shares) | 50,000 | 10,000 | 4,320,924 | 3,021,148 | |||
Stock-based compensation | $ | $ 4,200 | $ 4,300 | $ 100 | $ 7,100 | |||
RSUs forfeited (in shares) | 4,485,171 | 5,354 | 4,518,592 | 11,054 | |||
Dilutive RSUs | Omnibus Incentive Plan | Separation and Release Agreement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
RSUs granted (in shares) | 4,283,452 | ||||||
Stock-based compensation | $ | $ 8,700 | ||||||
Dilutive RSUs | Omnibus Incentive Plan | Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares received (in shares) | 1 | ||||||
Performance-Based Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ | $ 1,300 | $ 1,300 | |||||
Weighted average period of recognition | 2 years | ||||||
Stock price performance hurdle, third anniversary (in usd per share) | $ / shares | $ 14 | ||||||
Stock price performance hurdle, fifth anniversary (in usd per share) | $ / shares | 18 | ||||||
Stock price performance hurdle, fourth anniversary (in usd per share) | $ / shares | $ 22 | ||||||
Share-based payment arrangement, plan modification, number of grantees affected | grantee | 5 | ||||||
Share-based payment arrangement, plan modification, incremental cost | $ | $ 3,100 | ||||||
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% | ||||||
Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
PSU vested range | 0% | 0% | |||||
Performance Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
PSU vested range | 150% | 150% | |||||
Performance Shares | Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent of weighted average grant date fair value | 50% | ||||||
RSUs granted (in shares) | 546,024 | ||||||
RSUs granted (in usd per share) | $ / shares | $ 5.22 | ||||||
Performance Shares | GW Plan PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
RSUs granted (in shares) | 751,773 | ||||||
RSUs granted (in usd per share) | $ / shares | $ 3.95 | ||||||
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) | 50,000 | 3,023,127 | |||||
RSUs granted (in usd per share) | $ / shares | $ 4.50 | $ 4.88 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Calculated Based on the Average Stock Price (Details) - Performance Shares - Omnibus Incentive Plan | Jun. 30, 2024 $ / shares |
Less than $8 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
AMPS Price, upper range | $ 8 |
Payout | 40% |
$8-10.99 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
AMPS Price, lower range | $ 8 |
AMPS Price, upper range | $ 10.99 |
Payout | 80% |
$11-11.50 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
AMPS Price, lower range | $ 11 |
AMPS Price, upper range | $ 11.50 |
Payout | 100% |
$11.51-12.99 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
AMPS Price, lower range | $ 11.51 |
AMPS Price, upper range | $ 12.99 |
Payout | 110% |
$13+ | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
AMPS Price, upper range | $ 13 |
Payout | 120% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (21,039) | $ 1,129 | $ (16,143) | $ 2,017 |