Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 10, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39798 | ||
Entity Registrant Name | Altus Power, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3448396 | ||
Entity Address, Address Line One | 2200 Atlantic Street | ||
Entity Address, Address Line Two | 6th Floor | ||
Entity Address, City or Town | Stamford | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06902 | ||
City Area Code | 203 | ||
Local Phone Number | 698-0090 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 390,730,400 | ||
Entity Common Stock, Shares Outstanding | 153,648,830 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement to be filed for its 2022 Annual Meeting of Shareholders are incorporated by reference into the sections of this Form 10-K addressing the requirements of Part III of Form 10-K. | ||
Entity Central Index Key | 0001828723 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | AMPS | ||
Security Exchange Name | NYSE | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase one share of common stock, each at an exercise price of $11.00 | ||
Trading Symbol | AMPS WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Stamford, CT |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Operating revenues, net | $ 71,800 | $ 45,278 |
Operating expenses | ||
Cost of operations (exclusive of depreciation and amortization shown separately below) | 14,029 | 9,661 |
General and administrative | 16,915 | 10,143 |
Depreciation, amortization and accretion expense | 20,967 | 11,932 |
Acquisition and entity formation costs | 1,489 | 1,015 |
Gain on fair value remeasurement of contingent consideration | (2,800) | 0 |
Gain on disposal of property, plant and equipment | (12,842) | 0 |
Total operating expenses | 37,758 | 32,751 |
Operating income | 34,042 | 12,527 |
Other (income) expenses | ||
Change in fair value of redeemable warrant liability | 2,332 | 0 |
Change in fair value of alignment shares liability | (5,013) | 0 |
Other expense, net | 245 | 258 |
Interest expense, net | 19,933 | 14,073 |
Loss on extinguishment of debt | 3,245 | 0 |
Total other expense | 20,742 | 14,331 |
Income (loss) before income tax expense | 13,300 | (1,804) |
Income tax expense | (295) | (83) |
Net income (loss) | 13,005 | (1,887) |
Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests | 7,099 | (8,680) |
Net income attributable to Altus Power, Inc. | $ 5,906 | $ 6,793 |
Net income per share attributable to common stockholders | ||
Net income per share attributable to common stockholders – basic (in usd per share) | $ 0.06 | $ 0.08 |
Net income per share attributable to common stockholders – diluted (in usd per share) | $ 0.06 | $ 0.07 |
Weighted average shares used to compute net income per share attributable to common stockholders | ||
Weighted average shares used to compute net income per share attributable to common stockholders – basic (in shares) | 92,751,839 | 88,741,089 |
Weighted average shares used to compute net income per share attributable to common stockholders – diluted (in shares) | 96,603,428 | 90,858,718 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 325,983 | $ 33,832 |
Current portion of restricted cash | 2,544 | 3,465 |
Accounts receivable, net | 9,218 | 5,752 |
Other current assets | 6,659 | 1,748 |
Total current assets | 344,404 | 44,797 |
Restricted cash, noncurrent portion | 1,794 | 909 |
Property, plant and equipment, net | 745,711 | 519,394 |
Intangible assets, net | 16,702 | 11,758 |
Goodwill | 601 | 0 |
Other assets | 4,037 | 4,702 |
Total assets | 1,113,249 | 581,560 |
Current liabilities: | ||
Accounts payable | 3,591 | 1,571 |
Interest payable | 4,494 | 2,665 |
Purchase price payable | 0 | 2,638 |
Current portion of long-term debt | 21,143 | 35,209 |
Other current liabilities | 3,663 | 1,369 |
Total current liabilities | 32,891 | 43,452 |
Redeemable warrant liability | 49,933 | 0 |
Alignment shares liability | 127,474 | 0 |
Long-term debt, net of unamortized debt issuance costs and current portion | 524,837 | 353,934 |
Intangible liabilities, net | 13,758 | 4,647 |
Asset retirement obligations | 7,628 | 4,446 |
Deferred tax liabilities, net | 9,603 | 11,001 |
Other long-term liabilities | 5,587 | 6,774 |
Total liabilities | 771,711 | 424,254 |
Commitments and contingent liabilities (Note 13) | ||
Redeemable noncontrolling interests | 15,527 | 18,311 |
Stockholders' equity | ||
Common stock $0.0001 par value; 988,591,250 shares authorized as of December 31, 2021 and 2020; 153,648,830 and 89,999,976 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 15 | 9 |
Preferred stock $0.0001 par value; 10,000,000 shares authorized; zero shares issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Additional paid-in capital | 406,259 | 205,772 |
Accumulated deficit | (101,356) | (80,802) |
Total stockholders' equity | 304,918 | 124,979 |
Noncontrolling interests | 21,093 | 14,016 |
Total equity | 326,011 | 138,995 |
Total liabilities, redeemable noncontrolling interests, and stockholders' equity | $ 1,113,249 | $ 581,560 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity (Deficit) - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Preferred Class A | Class A Common Stock | Class A Common StockPreviously Reported | Class A Common StockRevision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Additional Paid-in CapitalPreferred Class A | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Previously Reported | Retained Earnings (Accumulated Deficit)Preferred Class A | Total Stockholders' Equity (Deficit) | Total Stockholders' Equity (Deficit)Previously Reported | Total Stockholders' Equity (Deficit)Revision of Prior Period, Adjustment | Total Stockholders' Equity (Deficit)Preferred Class A | Non Controlling Interests | Non Controlling InterestsPreviously Reported |
Beginning balance (in shares) at Dec. 31, 2019 | 89,999,976 | 1,029 | 89,998,947 | |||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 128,696 | $ (38,745) | $ 167,441 | $ 9 | $ 1 | $ 8 | $ 167,596 | $ 163 | $ 167,433 | $ (47,339) | $ (47,339) | $ 120,266 | $ (47,175) | $ 167,441 | $ 8,430 | $ 8,430 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Issuance of Series A preferred stock | $ 31,500 | $ 31,500 | $ 31,500 | |||||||||||||||||
Cash contributions from noncontrolling interests | 13,246 | 13,246 | ||||||||||||||||||
Accretion of Series A preferred stock | 0 | 2,166 | $ (2,166) | |||||||||||||||||
Stock-based compensation | 82 | 82 | 82 | |||||||||||||||||
Accrued dividends and commitment fees on Series A preferred stock | 0 | 15,590 | (15,590) | |||||||||||||||||
Payment of dividends and commitment fees on Series A preferred stock | (12,950) | (12,950) | (12,950) | |||||||||||||||||
Cash distributions to a common equity stockholder | (22,500) | (22,500) | (22,500) | |||||||||||||||||
Cash distributions to noncontrolling interests | (896) | (896) | ||||||||||||||||||
Redemption of noncontrolling interests | (1,048) | 417 | 417 | (1,465) | ||||||||||||||||
Non-cash redemption of noncontrolling interests | (18) | 1,371 | 1,371 | (1,389) | ||||||||||||||||
Noncontrolling interests assumed through acquisitions | 5,020 | 5,020 | ||||||||||||||||||
Net income (loss) | $ (2,137) | 6,793 | 6,793 | (8,930) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 89,999,976 | 89,999,976 | ||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 138,995 | $ 9 | 205,772 | (80,802) | 124,979 | 14,016 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Issuance of Series A preferred stock | 82,000 | 82,000 | 82,000 | |||||||||||||||||
Cash contributions from noncontrolling interests | 3,846 | 3,846 | ||||||||||||||||||
Accretion of Series A preferred stock | 0 | 8,417 | (8,417) | |||||||||||||||||
Stock-based compensation | 148 | 148 | 148 | |||||||||||||||||
Accrued dividends and commitment fees on Series A preferred stock | 0 | 18,043 | $ (18,043) | |||||||||||||||||
Payment of dividends and commitment fees on Series A preferred stock | (22,207) | (22,207) | (22,207) | |||||||||||||||||
Issuance of Class A common stock upon the Merger, net of redemptions and equity issuance costs (shares) | 63,648,854 | |||||||||||||||||||
Issuance of Class A common stock upon the Merger, net of redemptions and equity issuance costs | 401,715 | $ 6 | 401,709 | 401,715 | ||||||||||||||||
Redemption of Series A preferred stock | $ (290,000) | $ (290,000) | $ (290,000) | |||||||||||||||||
Cash distributions to noncontrolling interests | (3,891) | (3,891) | ||||||||||||||||||
Redemption of noncontrolling interests | (3,267) | 1,346 | 1,346 | (4,613) | ||||||||||||||||
Redemption of redeemable noncontrolling interests | 1,031 | 1,031 | 1,031 | |||||||||||||||||
Noncontrolling interests assumed through acquisitions | 4,315 | 4,315 | ||||||||||||||||||
Net income (loss) | $ 13,326 | 5,906 | 5,906 | 7,420 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 153,648,830 | 153,648,830 | ||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 326,011 | $ 15 | $ 406,259 | $ (101,356) | $ 304,918 | $ 21,093 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ 13,005 | $ (1,887) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation, amortization and accretion | 20,967 | 11,932 |
Unrealized (gain) loss on interest rate swaps | (324) | 82 |
Deferred tax expense | 219 | 60 |
Amortization of debt discount and financing costs | 2,873 | 2,538 |
Loss on extinguishment of debt | 3,245 | 0 |
Change in fair value of redeemable warrant liability | 2,332 | 0 |
Change in fair value of alignment shares liability | (5,013) | 0 |
Remeasurement of contingent consideration | (2,800) | 0 |
Gain on disposal of property, plant and equipment | (12,842) | 0 |
Stock-based compensation | 148 | 82 |
Other | 104 | 780 |
Changes in assets and liabilities, excluding the effect of acquisitions | ||
Accounts receivable | 162 | (1,287) |
Due from related parties | 0 | 3 |
Other assets | (4,647) | 495 |
Accounts payable | 2,001 | (1,477) |
Interest payable | 1,909 | 1,769 |
Other liabilities | 2,365 | (794) |
Net cash provided by operating activities | 23,704 | 12,296 |
Cash flows from investing activities | ||
Capital expenditures | (14,585) | (36,677) |
Payments to acquire businesses, net of cash and restricted cash acquired | (201,175) | (110,691) |
Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired | (27,364) | (23,381) |
Proceeds from disposal of property, plant and equipment | 19,910 | 0 |
Payments for customer and site lease acquisitions | 0 | (893) |
Other | (36) | 300 |
Net cash used for investing activities | (223,250) | (171,342) |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt | 311,053 | 205,808 |
Repayments of long-term debt | (160,487) | (55,754) |
Payment of debt issuance costs | (2,628) | (1,584) |
Payment of debt extinguishment costs | (1,477) | 0 |
Distributions to common equity stockholder | 0 | (22,500) |
Proceeds from the Merger and PIPE financing | 637,458 | 0 |
Payment of transaction costs related to the Merger | (55,442) | 0 |
Proceeds from issuance of common stock and Series A preferred stock | 82,000 | 31,500 |
Repayment of Series A preferred stock | (290,000) | 0 |
Payment of dividends and commitment fees on Series A preferred stock | (22,207) | (12,950) |
Payment of contingent consideration | (153) | (501) |
Contributions from noncontrolling interests | 3,846 | 23,927 |
Redemption of noncontrolling interests | (5,324) | (1,524) |
Distributions to noncontrolling interests | (4,978) | (1,307) |
Net cash provided by financing activities | 491,661 | 165,115 |
Net increase in cash and restricted cash | 292,115 | 6,069 |
Cash and restricted cash, beginning of year | 38,206 | 32,137 |
Cash and restricted cash, end of year | 330,321 | 38,206 |
Supplemental cash flow disclosure | ||
Cash paid for interest, net of amounts capitalized | 15,015 | 9,736 |
Cash paid for taxes | 103 | 38 |
Non-cash investing and financing activities | ||
Asset retirement obligations | 3,024 | 3,763 |
Debt assumed through acquisitions | 5,920 | 16,020 |
Initial recording of noncontrolling interest | 4,569 | 9,400 |
Contribution of noncontrolling interest by common equity stockholder | 0 | 1,389 |
Acquisitions of property and equipment included in other current liabilities | 234 | 635 |
Acquisition of business, contingent consideration obligations at fair value | 0 | 5,100 |
Accrued dividends and commitment fees on Series A preferred stock | $ 0 | $ 4,163 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
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) | 153,648,830 | 89,999,976 |
Common stock, outstanding (in shares) | 153,648,830 | 89,999,976 |
Redeemable preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Redeemable preferred stock, issued (in shares) | 0 | 0 |
Redeemable preferred stock, outstanding (in shares) | 0 | 0 |
Assets of consolidated VIEs, included in total assets above: | ||
Cash | $ 325,983 | $ 33,832 |
Current portion of restricted cash | 2,544 | 3,465 |
Accounts receivable, net | 9,218 | 5,752 |
Other current assets | 6,659 | 1,748 |
Restricted cash, noncurrent portion | 1,794 | 909 |
Property, plant and equipment, net | 745,711 | 519,394 |
Intangible assets, net | 16,702 | 11,758 |
Other assets | 4,037 | 4,702 |
Total assets | 1,113,249 | 581,560 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 3,591 | 1,571 |
Current portion of long-term debt | 21,143 | 35,209 |
Other current liabilities | 3,663 | 1,369 |
Long-term debt, net of unamortized debt issuance costs and current portion | 524,837 | 353,934 |
Intangible liabilities, net | 13,758 | 4,647 |
Asset retirement obligations | 7,628 | 4,446 |
Other long-term liabilities | 5,587 | 6,774 |
Total liabilities | 771,711 | 424,254 |
Variable Interest Entity, Primary Beneficiary | ||
Assets of consolidated VIEs, included in total assets above: | ||
Cash | 7,524 | 7,288 |
Current portion of restricted cash | 1,763 | 3,106 |
Accounts receivable, net | 2,444 | 2,842 |
Other current assets | 1,400 | 846 |
Restricted cash, noncurrent portion | 1,122 | 352 |
Property, plant and equipment, net | 363,991 | 344,140 |
Intangible assets, net | 6,909 | 6,477 |
Other assets | 739 | 358 |
Total assets | 385,892 | 365,409 |
Liabilities of consolidated VIEs, included in total liabilities above: | ||
Accounts payable | 419 | 876 |
Current portion of long-term debt | 2,457 | 0 |
Other current liabilities | 776 | 1,118 |
Long-term debt, net of unamortized debt issuance costs and current portion | 34,022 | 0 |
Intangible liabilities, net | 2,420 | 1,020 |
Asset retirement obligations | 3,988 | 3,390 |
Other long-term liabilities | 548 | 351 |
Total liabilities | $ 44,630 | $ 6,755 |
General
General | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General Company Overview Altus Power, Inc., a Delaware corporation (the “ Company ” or " Altus "), headquartered in Stamford, Connecticut, develops, owns, constructs and operates small-scale utility, commercial, industrial, public sector and community photovoltaic solar energy generation and storage facilities for the purpose of producing and selling electricity to credit worthy counterparties under long-term contracts. The Solar energy facilities are owned by the Company in project specific limited liability companies (the “ Solar Facility Subsidiaries ”). On December 9, 2021 (the " Closing Date "), CBRE Acquisition Holdings, Inc. (" CBAH "), a special purpose acquisition company, consummated the business combination pursuant to the terms of the business combination agreement entered into on July 12, 2021 (the " Business Combination Agreement "), whereby, among other things, CBAH Merger Sub I, Inc. (" First Merger Sub ") merged with and into Altus Power, Inc. (f/k/a Altus Power America, Inc.) (" Legacy Altus ") with Legacy Altus continuing as the surviving corporation, and immediately thereafter Legacy Altus merged with and into CBAH Merger Sub II, Inc. (" Second Merger Sub ") with Second Merger Sub continuing as the surviving entity and as a wholly owned subsidiary of CBAH (together with the merger with the First Merger sub, the “ Merger ”). In connection with the closing of the Merger, CBAH changed its name to "Altus Power, Inc." COVID-19 The spike of a novel strain coronavirus (“ COVID-19 ”) in the first quarter of 2020 caused significant volatility in the U.S. markets that remain ongoing. There is significant uncertainty around the breadth and duration of business disruptions and restrictions related to COVID-19, as well as its impact on the U.S. economy. To date, there has not been a material impact on the Company’s business operations and financial performance. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and pursuant to the regulations of the U.S Securities and Exchange Commission (" SEC "). The Company’s consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all intercompany balances and transactions eliminated in consolidation. Legacy Altus was deemed the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification (" ASC ") 805. This determination was primarily based on evaluation of the following facts and circumstances: a. Stockholders of Legacy Altus have over 50% of the voting interest in the post-merger company; b. the board of directors of the post-combination company comprises one director designated by the holders of the Class B common stock, par value $0.0001 per share (the " Class B common stock " or the " Alignment shares ") (including the Sponsor), one director designated by Blackstone (an existing stockholder of Altus), one director designated by ValueAct Capital Management, L.P. and five additional directors determined by the existing Altus stockholders; c. Management of Legacy Altus holds all executive management roles (including the Chief Executive Officers and Chief Financial Officer, among others) of the post-combination company and is responsible for the day-to-day operations; d. the largest individual minority stockholder of the post-combination company was an existing stockholder of Altus; e. Altus has significantly more revenue-generating activities than CBAH, which comprises all of the activities conducted by the post-combination company; and f. the objective of the Merger was to create an operating public company, with management continuing to use Altus’s platform and assets to grow the business under the name of Altus Power, Inc. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy Altus issuing stock for the net assets of CBAH, accompanied by a recapitalization. The net assets of CBAH are stated at historical cost, with no goodwill or other intangible assets recorded. While CBAH was the legal acquirer in the Merger, because Legacy Altus was deemed the accounting acquirer, the historical financial statements of Legacy Altus became the historical financial statements of the combined company, upon the consummation of the Merger. As a result, the financial statements of Altus Power, Inc. reflect (i) the historical operating results of Legacy Altus prior to the Merger; (ii) the combined results of the Company and Legacy Altus following the closing of the Merger; (iii) the assets and liabilities of Legacy Altus at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share issued to Legacy Altus's stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Altus common stock and Series A preferred stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio (the " Exchange Ratio ") established in the Business Combination Agreement. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“ AROs ”), contingent considerations, and alignment shares. Variable Interest Entities The Company consolidates all variable interest entities (" VIEs ") in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a variable interest entity, or VIE, is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is an entity that has a variable interest or a combination of variable interests that provide that entity with a controlling financial interest in the VIE. An entity is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur. See Note 8. Segment Information Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers are the co-chief executive officers. Based on the financial information presented to and reviewed by the chief operating decision makers in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined it operates as a single operating segment and has one reportable segment. The Company’s principal operations, revenue and decision-making functions are located in the United States. Cash and Restricted Cash Cash includes all cash balances on deposit with financial institutions that are denominated in U.S. dollars. Pursuant to the budgeting process, the Company maintains certain cash on hand for possible equipment replacement related costs. The Company records cash that is restricted as to withdrawal or use under the terms of certain contractual agreements as restricted cash. Restricted cash is included in current portion of restricted cash and restricted cash, noncurrent portion on the consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets. Cash and restricted cash consist of the following: As of December 31, 2021 2020 Cash $ 325,983 $ 33,832 Current portion of restricted cash 2,544 3,465 Restricted cash, noncurrent portion 1,794 909 Total $ 330,321 $ 38,206 Accounts Receivable Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. U.S. GAAP requires that the allowance method be used to recognize bad debts. As of December 31, 2021, the Company determined that the allowance for uncollectible accounts receivable was $0.4 million. As of December 31, 2020, the allowance for uncollectible accounts receivable was not significant. 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 two customers that individually accounted for 16.0% and 11.7% of total accounts receivable as of December 31, 2021 and 3.4% and 11.7% of revenues for the year then ended, respectively. The Company had one customer that individually accounted for 12.4% of total accounts receivable as of December 31, 2020 and 10.4% of total revenue for the year then ended. Economic Concentrations The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across the United States. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy. Fair Value Measurements The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market. • Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. • Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs are observable in active markets are Level 2 valuation techniques. • Level 3 - Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability. The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt the carrying amounts approximate fair value due to the short maturity of these instruments. Long-term debt The estimated fair value of the long-term debt, including current portion, as of December 31, 2021 and 2020 was $562.1 million and $400.9 million, respectively, using a discounted cash flow analysis of both outstanding principal and future interest payments until such time the Company has the ability to repay the loan. The long-term debt is considered a Level 2 financial liability under the fair value hierarchy. Contingent consideration In connection with the Solar Acquisition (as defined below) on December 22, 2020, contingent consideration of up to an aggregate of $10.5 million may be payable upon achieving certain market power rates and actual power volumes generated by the acquired solar energy facilities. The Company estimated the fair value of the contingent consideration for future earnout payments using a Monte Carlo simulation model. Significant assumptions used in the measurement include the estimated volumes of power generation of acquired solar energy facilities during the 18-36-month period since the acquisition date, market power rates during the 36-month period, and the risk-adjusted discount rate associated with the business. As the inputs are not observable, the overall fair value measurement of the contingent consideration is classified as Level 3. The liability related to the contingent consideration is included in Other long-term liabilities in the consolidated balance sheets at the estimated fair value of $2.3 million as of December 31, 2021 and $5.1 million as of December 31, 2020. Gain on fair value remeasurement of contingent consideration of $2.8 million was recorded within operating income in the consolidated statements of operations for the year ended December 31, 2021. The gain was recorded due to changes in the actual versus estimated volumes of power generation of acquired solar energy facilities and market power rates. No gain or loss on fair value remeasurement of contingent consideration was recorded for the year ended December 31, 2020. Redeemable warrants and Alignment shares CBAH sold 10,062,500 warrants as part of the SAIL SM securities in the CBAH initial public offering (which traded separately on the NYSE under the symbol “CBAH WS” prior to the Merger, and following the Merger trade under the symbol “AMPS WS”) (such warrants, the " Redeemable warrants "). The Redeemable warrants will be exercisable for an aggregate of 10,062,500 shares of the Company's Class A common stock, par value $0.0001 per share (the " Class A common stock "), at a purchase price of $11.00 per share. CBAH also issued 7,366,667 warrants to CBRE Acquisition Sponsor, LLC (the “ Sponsor ”) in a private placement simultaneously with the closing of the CBAH IPO and 2,000,000 warrants to the Sponsor in full settlement of a second amended and restated promissory note with the Sponsor (such warrants, the " Private Placement Warrants "). The Private Placement Warrants will be exercisable for an aggregate of 9,366,667 shares of CBAH Class A common stock at a purchase price of $11.00 per share. Redeemable warrants, including Private Placement Warrants, are not considered to be “indexed to the Company’s own stock.” This provision precludes the Company from classifying the Redeemable warrants, including Private Placement Warrants, in stockholders’ equity. As the Redeemable warrants, including Private Placement Warrants, meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. As the Redeemable warrants (other than our Private Placement Warrants) continue to trade separately on the NYSE following the Merger, the Company determines the fair value of the Redeemable warrants based on the quoted trading price of those warrants. As the inputs are observable and reflect quoted trading price, the overall fair value measurement of the Redeemable warrants, excluding Private Placement Warrants, is classified as Level 1. The Private Placement Warrants have the same redemption and make-whole provisions as the Redeemable warrants. Therefore, the fair value of the Private Placement Warrants is equal to the Redeemable warrants. Private Placement Warrants are considered Level 2 as they are measured at fair value using observable inputs for similar assets in an active market. The Company has 1,408,750 Alignment shares outstanding, all of which are held by the Sponsor, certain former officers of CBAH (such officers, together with the Sponsor, the “ Sponsor Parties ”) and former CBAH directors. The Alignment shares will automatically convert into shares of Class A common stock based upon the Total Return (as defined in Exhibit 4.4 to this Form) on the Class A common stock as of the relevant measurement date over each of the seven fiscal years following the Merger. Upon the consummation of the Merger, Alignment shares have no continuing service requirement and do not create an unconditional obligation requiring the Company to redeem the instruments by transferring assets. In addition, the shares convert to a variable number of Class A common stock depending on the trading price of the Class A common stock and dividends paid/payable to the holders of Class A common stock. Therefore, the shares do not represent an obligation or a conditional obligation to issue a variable number of shares with a monetary value based on any of the criteria in ASC 480, Distinguishing Liabilities From Equity . The Company determined that the Alignment shares meet the definition of a derivative because they contain (i) an underlying (Class A common stock price), (ii) a notional amount (a fixed number of Class B common stock), (iii) no or minimal initial net investment (the Sponsor paid a de minimis amount which is less than the estimated fair value of the shares), and (iv) net settleable through a conversion of the Alignment shares into Class A shares. As such, the Company concluded that the Alignment shares meet the definition of a derivative, which will be presented at fair value each reporting period, with changes in fair value recorded through earnings. The Company estimates the fair value of outstanding Alignment shares using a Monte Carlo simulation valuation model utilizing a distribution of potential outcomes based on a set of underlying assumptions such as stock price, volatility, and risk-free interest rate. As volatility of 70% and risk-free interest rate of 1.4% 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. Upon the Merger, the Company assumed $47.6 million of redeemable warrant liability which was remeasured as of December 31, 2021 to $49.9 million and included in the consolidated balance sheet. Loss on fair value remeasurement of redeemable warrant liability of $2.3 million was recorded on the consolidated statements of operations for the year ended December 31, 2021. Upon the Merger, the Company assumed $132.5 million of Alignment shares liability which was remeasured as of December 31, 2021 to $127.5 million and included in the consolidated balance sheet. Gain on fair value remeasurement of Alignment shares liability of $5.0 million was recorded on the consolidated statements of operations for the year ended December 31, 2021. Property, Plant and Equipment The Company reports property, plant and equipment at cost, less accumulated depreciation. Costs include all costs incurred during the construction and development of the solar energy facilities, including land, development costs and site work. Repairs and maintenance are expensed as incurred. The Company begins depreciating the property, plant and equipment when the assets are placed in service. Depreciation expense is computed using the straight- line composite method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. Business Combinations and Acquisitions of Assets The Company applies the definition of a business in ASC 805, Business Combinations , to determine whether it is acquiring a business or a group of assets. When the Company acquires a business, the purchase price is allocated to (i) the acquired tangible assets and liabilities assumed, primarily consisting of solar energy facilities and land, (ii) the identified intangible assets and liabilities, primarily consisting of favorable and unfavorable rate power purchase agreements (" PPAs ") and renewable energy credit (" REC ") agreements, (iii) asset retirement obligations (iv) non-controlling interests, and (v) other working capital items based in each case on their estimated fair values. The excess of the purchase price, if any, over the estimated fair value of net assets acquired is recorded as goodwill. The fair value measurements of the assets acquired and liabilities assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation. In addition, acquisition costs related to business combinations are expensed as incurred. When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired. Intangible Assets, Intangible Liabilities and Amortization Intangible assets and intangible liabilities include favorable and unfavorable rate PPAs, net metering credit agreements (“ NMCAs ”), and REC agreements as well as site lease issuance costs, and fees paid to third parties for acquiring customers. PPAs, NMCAs and REC agreements obtained through acquisitions are recorded at the estimated fair value as of the acquisition date and the difference between the contract price and current market price is recorded as an intangible asset or liability. Amortization of intangible assets and liabilities is recorded within depreciation, amortization and accretion in the consolidated statements of operations. Third party costs necessary to enter into site lease agreements are amortized using the straight-line method ratably over 15-30 years based upon the term of the individual site leases. Third party costs necessary to acquire PPAs and NMCA customers are amortized using the straight-line method ratably over 15-25 years based upon the term of the customer contract. Estimated fair value allocated to the favorable and unfavorable rate PPAs and REC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets acquired and liabilities assumed impact the amount and timing of future amortization. See Note 6 - Intangible Assets and Intangible Liabilities. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current-period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, recoverability is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair market value as determined from an appraisal, discounted cash flows analysis, or other valuation technique. For the years ended December 31, 2021 and 2020, there were no events or changes to circumstances that may indicate the carrying value of long-lived asset would not be recoverable, therefore, there was no impairment loss recognized for the years ended December 31, 2021 and 2020. Site Lease Agreements Certain Solar Facility Subsidiaries have entered into site lease agreements with third parties. Pursuant to the terms of certain of these lease agreements, the subsidiaries agreed to pay the third parties a fee escalating annually per the terms of the agreements. U.S. GAAP requires that lease expense be recorded on a straight-line basis over the term of the lease. As of December 31, 2021 and 2020, $2.1 million and $1.2 million, respectively, have been recorded as other long-term liabilities on the consolidated balance sheets relating to the difference between actual lease payments and straight-line lease expense. Deferred Financing Costs Deferred financing costs are capitalized and amortized to interest expense, net over the term of the related debt using the effective interest method for term loans or the straight-line method for revolving credit facilities. The unamortized balance of deferred financing costs is recorded in current portion of long- term debt and long-term debt, net of current (see Note 9) for term loans or in other current assets and other assets for revolving credit facilities and debt and equity transactions not yet completed, in the consolidated balance sheets. Asset Retirement Obligations Asset retirement obligations (" AROs ") are retirement obligations associated with long-lived assets for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. The Company recognizes the fair value of a liability for an ARO in the period in which it is incurred and when a reasonable estimate of fair value can be made. Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company’s AROs are primarily related to the future dismantlement of equipment on leased property. The Company records AROs as part of other non-current liabilities on its balance sheet. See Note 16. Revenue Recognition The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy credits (“ SRECs ”), and performance based incentives. Revenue under power purchase agreements A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to terms of PPAs. PPAs that do not qualify as leases under ASC 840, Leases , or derivatives under ASC 815, Derivatives and Hedging are accounted for under ASC 606, Revenue from Contracts with Customers, or Topic 606. A portion of PPAs that qualify as derivatives is not material. The Company’s PPAs typically have fixed or floating rates and are generally invoiced on a monthly basis and as of December 31, 2021 have a weighted-average remaining life of 15 years. The Company typically sells energy and related environmental attributes (e.g., RECs) separately to different customers and considers the delivery of power energy under PPAs to represent a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. There was no change in the Company’s revenue recognition policy for PPAs as a result of adopting Topic 606. For certain of the Company’s rooftop solar energy facilities revenue is recognized net of immaterial pass-through lease charges collected on behalf of building owners. Revenue from net metering credit agreements A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs which have a weighted-average remaining life of 18 years as of December 31, 2021. Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in time when the utility assigns the generated credits to the Company, who directs the utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. The Company’s customers apply net metering credits as a reduction to their utility bills. There was no change in the revenue recognition policy for net metering credits as a result of adopting Topic 606. Solar Renewable Energy certificate revenue The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including: New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs, and therefore, they do not receive an allocation of costs upon generation. Generally, individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The contracts related to SREC sales with a fixed price and quantity have maturity dates ranging from 2022 to 2031. The Company typically sells SRECs to different customers from those purchasing the energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer. Rental income A portion of the Company’s energy revenue is derived from long-term PPAs accounted for as operating leases under ASC 840, Leases. Rental income under these lease agreements is recorded as revenue when the electricity is delivered to the customer. Performance based incentives Many state governments, utilities, municipal utilities and co-operative utilities offer a rebate or other cash incentive for the installation and opera |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization On December 9, 2021, CBAH and Legacy Altus consummated the previously announced merger pursuant to the Business Combination Agreement. In accordance with the terms and subject to the conditions set forth in the Business Combination Agreement, (i) immediately prior to the consummation of the merger with First Merger Sub, each outstanding share of Legacy Altus preferred stock that was outstanding was redeemed in full for cash (refer to Note 11), and (ii) each outstanding share of Legacy Altus common stock, including shares that were subject to vesting conditions (the " Altus Restricted Shares ") that was outstanding as of immediately prior to the merger with First Merger Sub was cancelled and automatically converted into the right to receive 87,464 shares of the Company's Class A common stock. Class A common stock issued in respect of Altus Restricted Shares are subject to the same vesting restrictions as in effect immediately prior to the merger with First Merger Sub (refer to Note 17). Upon the closing of the Merger, the Company's certificate of incorporation was amended and restated to, among other things, authorize the issuance of 990,000,000 shares of common stock, $0.0001 par value per share, including 988,591,250 shares of Class A common stock and 1,408,750 shares of Class B common stock, as well as 10,000,000 shares of preferred stock, $0.0001 par value per share. Contemporaneously with the execution of the Business Combination Agreement, certain accredited investors, who we refer to as the “ PIPE Investors ,” including the Sponsor and certain of our directors and officers, entered into subscription agreements, which we refer to as the “ PIPE Subscription Agreements ,” pursuant to which the PIPE Investors purchased 42,500,000 shares of Class A common stock, which we refer to as the “ PIPE Shares ,” at a purchase price per share of $10.00 and an aggregate purchase price of $425.0 million, which we refer to as the “ PIPE Investment .” Pursuant to its PIPE Subscription Agreement, the Sponsor purchased shares of Class A common stock in an aggregate amount of $220.0 million. The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2021 (amounts in thousands): Recapitalization Cash - CBAH's trust and cash (net of redemptions) $ 212,458 Cash - PIPE 425,000 Non-cash net liabilities assumed from CBAH (186) CBAH's deferred tax assets as of the Merger 159 Less: Fair value of assumed redeemable warrants 47,601 Less: Fair value of assumed Alignment shares 132,487 Less: transaction costs and advisory fees 55,620 Net the Merger $ 401,723 Less: non-cash net liabilities assumed from CBAH (186) Less: CBAH's deferred tax assets as of the Merger 159 Add: non-cash fair value of assumed redeemable warrants 47,601 Add: non-cash fair value of assumed Alignment shares 132,487 Add: accrued transaction costs and advisor fees 178 Net contributions from the Merger and PIPE financing $ 582,016 The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows: Shares Common stock, outstanding prior to the Merger 40,250,000 Less: redemption of CBAH's shares (19,101,146) Common stock of CBAH 21,148,854 Shares issued in PIPE financing 42,500,000 The Merger and PIPE Financing shares - Class A common stock 63,648,854 Legacy Altus shares - Class A common stock (1) 89,999,976 Total shares of common stock immediately after the Merger and PIPE financing 153,648,830 (1) The number of Legacy Altus shares was determined from the 1,029 shares of Legacy Altus common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio of 87,464. All fractional shares were rounded down. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Disaggregation of Revenue The following table presents the detail of revenues as recorded in the consolidated statements of operations: For the Year Ended 2021 2020 Revenue under power purchase agreements $ 15,731 $ 11,639 Revenue from net metering credit agreements 23,029 12,171 Solar renewable energy certificate revenue 28,271 18,870 Rental income 2,114 259 Performance based incentives 1,680 2,093 Other revenue 975 246 Total 71,800 45,278 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the consolidated balance sheets: As of December 31, 2021 2020 2019 Power purchase agreements $ 1,678 $ 1,388 $ 574 Net metering credit agreements 3,322 3,016 748 Solar renewable energy certificates 3,789 1,108 342 Rental income 350 37 5 Performance based incentives 4 135 70 Other 75 68 291 Total 9,218 5,752 2,030 Payment is typically received within 30 days for invoiced revenue as part of PPAs and NMCAs. Receipt of payment relative to invoice date varies by customer for RECs. The Company does not have any other significant contract asset or liability balances related to revenues. |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Disaggregation of Revenue The following table presents the detail of revenues as recorded in the consolidated statements of operations: For the Year Ended 2021 2020 Revenue under power purchase agreements $ 15,731 $ 11,639 Revenue from net metering credit agreements 23,029 12,171 Solar renewable energy certificate revenue 28,271 18,870 Rental income 2,114 259 Performance based incentives 1,680 2,093 Other revenue 975 246 Total 71,800 45,278 Accounts receivable The following table presents the detail of receivables as recorded in accounts receivable in the consolidated balance sheets: As of December 31, 2021 2020 2019 Power purchase agreements $ 1,678 $ 1,388 $ 574 Net metering credit agreements 3,322 3,016 748 Solar renewable energy certificates 3,789 1,108 342 Rental income 350 37 5 Performance based incentives 4 135 70 Other 75 68 291 Total 9,218 5,752 2,030 Payment is typically received within 30 days for invoiced revenue as part of PPAs and NMCAs. Receipt of payment relative to invoice date varies by customer for RECs. The Company does not have any other significant contract asset or liability balances related to revenues. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, Plant and Equipment As of December 31, 2021 and 2020, property, plant and equipment consisted of the following: Estimated Useful As of December 31, 2021 2020 Land — $ 6,985 $ 4,874 Solar energy facilities 25 - 32 757,714 489,580 Battery energy storage system 20 3,873 — Site work 15 5,801 5,801 Leasehold improvements 15 - 30 5,637 5,444 Construction in progress — 21,195 48,877 Property, plant and equipment 801,205 554,576 Less: Accumulated depreciation (55,494) (35,182) Property, plant and equipment, net $ 745,711 $ 519,394 For the years ended December 31, 2021 and 2020, depreciation expense was $21.5 million and $11.9 million, respectively, and is recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations. Disposal of Johnston On November 19, 2021, the Company sold 100% of its membership interests in JO RI Solar, LLC, a subsidiary of the Company which owns and operates a solar energy facility located in Rhode Island with a nameplate capacity of 4.1 MW, for cash consideration of $19.9 million (the " Johnston Disposal "). As of that date, the carrying amount of the net assets and liabilities of JO RI Solar, LLC, which primarily consisted of the solar energy facility, was $7.1 million. The Company recognized a gain on disposal of property, plant and equipment of $12.8 million as a result of the transaction. |
Intangible Assets and Intangibl
Intangible Assets and Intangible Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Intangible Liabilities | Intangible Assets and Intangible Liabilities As of December 31, 2021 and 2020, intangible assets consisted of the following: Weighted Average Amortization Period As of December 31, 2021 2020 Cost: Customer acquisition costs 16 years $ 6,008 $ 5,928 Site lease acquisition 17 years 1,657 1,013 Favorable rate revenue contracts 13 years 11,222 6,272 Favorable operation and maintenance contracts 4 years 135 Other 5 years 35 — Total intangible assets 19,057 13,213 Accumulated amortization: Customer acquisition costs (1,015) (671) Site lease acquisition (209) (142) Favorable rate revenue contracts (1,120) (642) Favorable operation and maintenance contracts (11) — Total accumulated amortization (2,355) (1,455) Total intangible assets, net $ 16,702 $ 11,758 As of December 31, 2021 and 2020, intangible liabilities consisted of the following: Weighted Average Amortization Period As of December 31, 2021 2020 Cost: Unfavorable rate revenue contracts 5 years $ 16,988 $ 6,183 Accumulated amortization: Unfavorable rate revenue contracts (3,230) (1,536) Total intangible liabilities, net $ 13,758 $ 4,647 For the years ended December 31, 2021 and 2020, amortization expense was $0.9 million and $0.7 million, respectively, and was recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations. For the years ended December 31, 2021 and 2020, amortization benefit was $1.7 million and $0.8 million, respectively, and was recorded in depreciation, amortization and accretion expense in the accompanying consolidated statements of operations. Over the next five years, the Company expects to recognize annual amortization on its intangibles as follows: (In thousands) 2022 2023 2024 2025 2026 Customer acquisition costs $ 369 $ 369 $ 369 $ 353 $ 353 Site lease acquisition 97 97 97 97 97 Favorable rate revenue contracts 878 878 763 705 705 Favorable operation and maintenance contracts 33 33 8 8 8 Unfavorable rate revenue contracts (3,528) (2,307) (897) (843) (738) Total net amortization (benefit) / expense $ (2,151) $ (930) $ 340 $ 320 $ 425 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2021 Acquisitions Acquisition of Gridley On January 14, 2021, the Company acquired a portfolio of two solar energy facilities (the “ Gridley Acquisition ”) located in California with a combined nameplate capacity of 4.3 MW from a third party for a total purchase price of $5.0 million, including $0.1 million of transaction related costs. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $5.3 million of property, plant and equipment and assumed $0.3 million of other liabilities. Acquisition of Stellar CNI On July 29, 2021, the Company acquired a portfolio of three solar energy facilities located in Connecticut, Iowa and New York (the “ Stellar CNI Acquisition ”) with a combined nameplate capacity of 4.4 MW from a third party for a total purchase price of $5.8 million, including $0.2 million of transaction related costs. As of December 31, 2021, $0.4 million of total consideration remained payable to the seller and was included in purchase price payables on the consolidated balance sheet. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $5.9 million of property, plant and equipment and assumed $0.1 million of asset retirement obligations. Acquisition of TrueGreen On August 25, 2021, APA Finance, LLC, a wholly-owned subsidiary of the Company, acquired a 79 MW portfolio of twenty eight solar energy facilities operating across seven U.S. states. The portfolio was acquired from private equity funds managed by True Green Capital Management, LLC for total consideration of $197.4 million (“ TrueGreen Acquisition ”). The TrueGreen Acquisition was made pursuant to a purchase and sale agreement (the “PSA”) dated August 25, 2021, entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in a holding entity that owns solar energy facilities. The Company accounted for the TrueGreen Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the assets acquired and liabilities assumed on August 25, 2021, were recognized generally based on their estimated fair values. All fair value measurements of assets acquired and liabilities assumed, including the non-controlling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The accounting for the TrueGreen Acquisition was finalized as of December 31, 2021. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional amounts recognized, which resulted in a decrease to the goodwill of $1.4 million. The decrease was primarily due to an increase in Property, plant and equipment and Intangible assets by $0.3 million and $0.5 million, respectively, due to the clarification of information utilized to determine fair value during the measurement period. Additionally, the Company recorded a measurement period adjustment of $0.5 million to reduce the fair value of consideration transferred as a result of reconciling working capital adjustment and escrow accounts with the seller. The final amounts recognized for the assets, liabilities and non-controlling interests pertaining to this business combination was as follows (in thousands): Provisional accounting as of August 25, 2021 Measurement period adjustments Final amounts as of August 25, 2021 Assets Accounts receivable $ 3,420 $ 32 $ 3,452 Other assets 510 — 510 Property, plant and equipment 201,150 310 201,460 Intangible assets 5,225 510 5,735 Total assets acquired 210,305 852 211,157 Liabilities Accounts payable 23 (23) — Long-term debt 1,795 — 1,795 Intangible liabilities 10,115 (10) 10,105 Asset retirement obligation 1,998 — 1,998 Other liabilities 935 55 990 Total liabilities assumed 14,866 22 14,888 Non-controlling interests (1) 4,315 — 4,315 Goodwill 1,965 (1,365) 600 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 The fair value of consideration transferred, net of cash acquired, as of August 25, 2021, is determined as follows: Cash consideration to the seller on closing $ 136,689 $ — $ 136,689 Cash consideration paid to settle debt and interest rate swaps on behalf of the seller 51,523 — 51,523 Cash in escrow accounts 2,738 (112) 2,626 Purchase price payable (2) 6,486 (423) 6,063 Total fair value of consideration transferred 197,436 (535) 196,901 Cash acquired 229 — 229 Restricted cash acquired 4,118 — 4,118 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 (1) T he fair value of the non-controlling interests was determined using an income approach representing the best indicator of fair value and was supporte d by a discounted cash flow technique. (2) The Company paid the total purchase price payable after the acquisition date but prior to December 31, 2021. The Company incurred approximately $0.9 million in acquisition costs related to the TrueGreen Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statements of operations for the year ended December 31, 2021. The impact of the TrueGreen Acquisition on the Company’s revenue and net income in the consolidated statements of operations was an increase of $8.4 million and increase of $5.1 million for the year ended December 31, 2021, respectively. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and SRECs generated by acquired solar generating facilities as well as to O&M contracts and leases. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA $ 4,500 20 years Favorable rate revenue contracts – SREC 450 7 years Favorable O&M contracts 135 4 years Site lease acquisition 650 13 years Unfavorable rate revenue contracts – PPA (6,635) 12 years Unfavorable rate revenue contracts – SREC (3,470) 2 years Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the TrueGreen Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the TrueGreen Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 88,431 $ 68,702 Net income 20,020 3,174 Acquisition of Beaver Run On October 22, 2021, APA Finance, LLC, a wholly-owned subsidiary of the Company, acquired a solar energy facility located in New Jersey (the “ Beaver Run Acquisition ”) with a nameplate capacity of 9.9 MW from a third party for a total purchase price of $13.5 million. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $13.5 million of property, plant and equipment, $0.4 million of other assets, and assumed $0.4 million of asset retirement obligations. Acquisition of Stellar HI On October 28, 2021, the Company acquired a 3.1 MW portfolio of seventeen solar projects and a 2.1 MW battery energy storage system located in Hawaii (the " Stellar HI Acquisition ") from a third party for a total purchase price of $6.4 million. The Company accounted for the Stellar HI Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values, which equaled the consideration paid. Of the total purchase price, $10.6 million was allocated to property, plant and equipment, $0.2 million to cash, $0.3 million to restricted cash, $0.2 million to accounts receivable, $4.1 million to financing lease obligations, $0.7 million to intangible liabilities, and $0.1 million to asset retirement obligations. The purchase accounting for the Stellar HI Acquisition was finalized as of December 31, 2021. The Company incurred approximately $0.1 million in acquisition costs related to the Stellar HI Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statements of operations for the year ended December 31, 2021. The Company attributed the intangible liability values to unfavorable rate revenue contracts to sell power generated by acquired solar generating facilities. As of the acquisition date, estimated fair values and the weighted average amortization period of the assumed intangible liabilities were $0.7 million and 11 years, respectively. The impact of the Stellar HI Acquisition on the Company’s revenue and net income in the consolidated statements of operations was an increase of $0.2 million and zero for the year ended December 31, 2021, respectively. Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the Stellar HI Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the Stellar HI Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 73,088 $ 46,268 Net income (loss) 13,199 (1,704) Acquisition of Landmark On December 31, 2021, the Company acquired a solar energy facility located in Illinois (the " Landmark Acquisition ") with a nameplate capacity of 2.6 MW from a third party for a total purchase price of $3.6 million. The transaction was accounted for as an acquisition of a variable interest entity that did not meet the definition of a business, therefore the assets acquired and liabilities assumed were recorded at their fair values, which equaled the consideration paid. Of the total purchase price, $3.6 million was allocated to property, plant and equipment, $0.2 million to other assets, $0.1 million to asset retirement obligations, and $0.3 million to redeemable non-controlling interest. 2020 Acquisitions Acquisition of FUSE On February 28, 2020, the Company acquired a portfolio of three solar energy facilities (the “ FUSE Acquisition ”) located in New Jersey with a combined nameplate capacity of 1.9 MW from a third party for a total purchase price of $2.4 million in cash. The facilities are contracted under long-term PPAs with a local utility. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $2.9 million of property, plant and equipment, $0.1 million of cash and $0.3 million of restricted cash. The Company also assumed long-term debt of $0.9 million. Acquisition of SunPeak On August 12, 2020, the Company acquired a portfolio of twenty two solar energy facilities located in California and one located in Massachusetts (the “ SunPeak Acquisition ”) with a combined nameplate capacity of 21.9 MW from a third party for a total purchase price of $10.9 million, including $0.4 million of transaction related costs. This transaction was accounted for as an acquisition of assets. The following table presents the allocation of the purchase price to the assets acquired based on their relative fair values as well as fair value of liabilities assumed and noncontrolling interest on August 12, 2020 (in thousands): Accounts receivable $ 384 Other current assets 71 Property, plant and equipment 24,983 Intangible assets 716 Accounts payable (141) Other current liabilities (918) Long-term debt (15,051) Asset retirement obligation (400) Noncontrolling interest (925) Total cash and transaction costs paid net of cash acquired (1) $ 8,719 (1) The Company acquired cash of $0.4 million and restricted cash of $1.8 million as of the acquisition date. Acquisition of Beltline On August 14, 2020, BT GA Solar, a wholly-owned subsidiary of the Company, acquired a portfolio of twenty one solar energy facilities located in Georgia (the “ Beltline Acquisition ”) with a combined nameplate capacity of 4.0 MW from a third party for a total purchase price of $6.1 million. This transaction was accounted for as an acquisition of assets, whereby the Company acquired $6.0 million of property, plant and equipment and $0.1 million of other assets. Acquisition of Charlotte Solar On October 30, 2020, the Company acquired 100% of the outstanding shares of common stock of a Nevada corporation, which owns 100% of the membership interest in a solar energy facility located in Vermont with a nameplate capacity of 2.4 MW (the “ Charlotte Acquisition ”). The total cash consideration amounted to $8.0 million, including $0.1 million of transaction related costs. This transaction was accounted for as an acquisition of assets. The following table presents the allocation of the purchase price to the assets acquired based on their relative fair values and fair values of liabilities assumed on October 30, 2020 (in thousands): Accounts receivable $ 50 Property, plant and equipment 6,293 Intangible assets 911 Accounts payable (12) Deferred tax liabilities (805) Asset retirement obligation (98) Total cash and transaction costs paid net of cash acquired $ 6,339 Solar Acquisition On December 22, 2020, APA Finance, LLC, a wholly-owned subsidiary of the Company, acquired a portfolio of sixteen solar energy facilities with a combined nameplate capacity of 61.5 MW located in various states of the U.S. (“ Solar Acquisition ”) from a third party seller. The Solar Acquisition was made pursuant to a membership interest purchase agreement (the “ Purchase Agreement ”) dated December 22, 2020, entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the Purchase Agreement, the Company acquired 100% ownership interest in seven managing members of partnerships that own solar energy facilities. The Company accounted for the Solar Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on December 22, 2020 based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The purchase accounting for the Solar Acquisition was finalized as of December 22, 2021. The final allocation of the acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to this business combination as of December 22, 2020, was as follows (in thousands): Assets Accounts receivable $ 2,000 Other assets 672 Property, plant and equipment 128,050 Intangible assets 960 Total assets acquired 131,682 Liabilities Accounts payable 747 Intangible liabilities 1,020 Asset retirement obligation 2,571 Other liabilities 441 Total liabilities assumed 4,779 Noncontrolling interests (1) 8,475 Total fair value of consideration transferred, net of cash acquired $ 118,428 The fair value of consideration transferred, net of cash acquired, as of December 22, 2020, is determined as follows: Cash consideration paid to the seller $ 29,849 Cash consideration paid to settle debt 84,883 Cash consideration payable to the seller (2) 7,176 Contingent consideration 5,100 Total fair value of consideration transferred 127,008 Cash acquired 4,868 Restricted cash acquired 3,712 Total fair value of consideration transferred, net of cash acquired $ 118,428 (1) The fair value of the non-controlling interests was determined using an income approach representing the best indicator of fair value and was supported by a discounted cash flow technique. (2) The Company paid $4.5 million of the purchase price payable after the acquisition date but prior to December 31, 2020. The remaining purchase price payable of $2.6 million was paid during the year ended December 31, 2021. The contingent consideration is related to the estimated earnout cash payments of a maximum of $10.5 million dependent on actual market power rates during the 36-month period since the acquisition date and actual power generation of acquired solar generating facilities during the 18–36-month period since the acquisition date. The Company determined the estimated fair value of the contingent consideration at the acquisition date using a Monte Carlo simulation model. The inputs include the estimated power generation volumes and power rates, and a risk-adjusted discount rate. The inputs are significant inputs not observable in the market, which are referred to as Level 3 inputs, refer to Note 2. The estimated fair value of contingent consideration of $2.3 million and $5.1 million was recorded as of December 31, 2021 and December 31, 2020, respectively, within other long-term liabilities on the consolidated balance sheets. Additionally, the Company incurred approximately $0.5 million in acquisition-related costs related to the Solar Acquisition, which are recorded as part of Acquisition and entity formation costs in the consolidated statements of operations for the year ended December 31, 2020. The amounts of the acquired projects’ revenues, operating income, net income (loss) and net income (loss) attributable to the Common equity stockholder included in the consolidated statements of operations for the period from December 23, 2020 through December 31, 2020 were not material. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and SRECs generated by acquired solar generating facilities. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – NMC $ 960 5 years Unfavorable rate revenue contracts – NMC (270) 23 years Unfavorable rate revenue contracts – SREC (750) 3 years Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the acquisition of the Solar Acquisition as if it had occurred on January 1, 2019. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the Solar Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2020 2019 Operating revenues $ 55,528 $ 43,269 Net loss (2,840) (8,713) |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Variable Interest Entity The Company consolidates all VIEs in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a VIE is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is required to consolidate the VIE and to disclose certain information about its significant variable interests in the VIE. The primary beneficiary of a VIE is the entity that has both 1) the power to direct the activities that most significantly impact the entity’s economic performance and 2) the obligations to absorb losses or receive benefits that could potentially be significant to the VIE. The Company participates in certain partnership arrangements that qualify as VIEs. Consolidated VIEs consist of tax equity financing arrangements and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights. The Company, through its subsidiaries, is the primary beneficiary of such VIEs because as the manager, it has the power to direct the day-to-day operating activities of the entity. In addition, the Company is exposed to economics that could potentially be significant to the entity given its ownership interest and, therefore, has consolidated the VIEs as of December 31, 2021 and 2020. No VIEs were deconsolidated during the years ended December 31, 2021 and 2020. 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 years ended December 31, 2021 and 2020 as determined in the respective operating agreement. The carrying amounts and classification of the consolidated VIE assets and liabilities included in consolidated balance sheets are as follows: As of December 31, 2021 2020 Current assets $ 13,131 $ 14,082 Non-current assets 372,761 351,327 Total assets $ 385,892 $ 365,409 Current liabilities $ 3,652 $ 1,994 Non-current liabilities 40,978 4,761 Total liabilities $ 44,630 $ 6,755 The amounts shown in the table above exclude intercompany balances which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations, and all of the liabilities in the table above can only be settled using VIE resources. The Company has not identified any VIEs during the years ended December 31, 2021 and 2020 for which the Company determined that it is not the primary beneficiary and thus did not consolidate. The Company considered qualitative and quantitative factors in determining which VIEs are deemed significant. During the years ended December 31, 2021 and December 31, 2020, the Company consolidated twenty-five and sixteen VIEs, respectively of which one entity, Zildjian Solar V, LLC was deemed to be significant for the twelve months ended December 31, 2020. Zildjian Solar V, LLC represented 12.9% of the total assets as of December 31, 2020. No VIEs were deemed significant as of December 31, 2021. Zildjian Solar V, LLC is a tax equity partnership whose purpose is to own and operate fifteen solar energy facilities in Hawaii, New Jersey, Massachusetts and Vermont. The Company was determined to be the primary beneficiary of Zildjian Solar V, LLC because, as the manager, it has the power to direct the day-to-day operating activities of this entity. In addition, as holder of 100% of the management membership interests, the Company is exposed to economics that could potentially be significant to the entity. As such, the Company consolidated Zildjian Solar V, LLC under the VIE model as of December 31, 2021 and 2020. |
Debt and Derivatives
Debt and Derivatives | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt and Derivatives | Debt and Derivatives As of December 31, Interest Type Weighted average interest rate 2021 2020 Long-term debt Rated term loan $ 499,750 $ 362,685 Fixed 3.51 % Construction loans 5,593 25,484 Floating 2.34 % Term loans 12,818 7,218 Floating 2.34 % Financing lease obligations 37,601 — Imputed 3.64 % Total principal due for long-term debt 555,762 395,387 Unamortized discounts and premiums (176) (292) Unamortized deferred financing costs (9,606) (5,952) Less: Current portion of long-term debt 21,143 35,209 Long-term debt, less current portion $ 524,837 $ 353,934 Rated Term Loan As part of the Blackstone Credit Facility, APA Finance, LLC (“ APAF ”), a wholly owned subsidiary of the Company, entered into a $251 million term loan facility with Blackstone Insurance Solutions (" BIS ") through a consortium of lenders, which consists of investment grade-rated Class A and Class B notes (the " Rated Term Loan "). On August 25, 2021, APAF entered into an Amended and Restated Credit Agreement with BIS to refinance the Rated Term Loan (hereby referred to as the “ Amended Rated Term Loan ”). The Amended Rated Term Loan added an additional $135.6 million to the facility (all of which was drawn as of December 31, 2021), bringing the aggregate facility to $503.0 million. The Amended Rated Term Loan has a weighted average 3.51% annual fixed rate, reduced from the previous weighted average rate of 3.70%, and matures on February 29, 2056 (“ Final Maturity Date ”). Of the total proceeds of the refinancing, $126.4 million was used to fund the TrueGreen Acquisition, $8.8 million was used to fund the Beaver Run Acquisition, and $2.7 million was used to fund the Stellar HI Acquisition. The Amended Rated Term Loan amortizes at an initial rate of 2.5% of outstanding principal per annum for a period of 8 years at which point the amortization steps up to 4% per annum until September 30, 2031 (“ Anticipated Repayment Date ”). After the Anticipated Repayment Date, the loan becomes fully-amortizing, and all available cash is used to pay down principal until the Final Maturity Date. The Amended Rated Term Loan is secured by the membership interests in the Company's subsidiaries. The Company incurred $5.2 million of issuance costs related to the refinancing, which have been deferred and recorded as a reduction to the Amended Rated Term Loan balance and are amortized as interest expense on a ten-year schedule until the Amended Rated Term Loan’s Anticipated Repayment Date. Additionally, in conjunction with the refinancing, the Company expensed $1.2 million of financing costs incurred related to the modified portion of the Amended Rated Term Loan and recorded these costs in Other expenses, net in the consolidated statements of operations. In conjunction with the refinancing, a portion of the Amended Rated Term Loan was extinguished. As a result, the Company expensed unamortized deferred financing costs of $1.8 million and $1.4 million premium paid on early redemption as loss on extinguishment of debt in the consolidated statements of operations. As of December 31, 2021, the outstanding principal balance of the Amended Rated Term Loan was $500.0 million, less unamortized debt discount and loan issuance costs totaling $8.4 million. As of December 31, 2020, the outstanding principal balance of the Rated Term Loan was $362.7 million, less unamortized debt discount and loan issuance costs totaling $5.9 million. As of December 31, 2021, the Company was in compliance with all covenants, except the delivery of the APAF audited consolidated financial statements. for which the Company obtained a waiver to extend the financial statement reporting deliverable due date. The Company expects to deliver the audited financial statements before the extended reporting deliverable due date. As of December 31, 2020, the Company was in compliance with all covenants, except the delivery of the APAF audited consolidated financial statements, for which the Company obtained a waiver to extend the financial statement reporting deliverable due date. The Company delivered the audited financial statements on August 19, 2021, before the extended reporting deliverable due date. Construction Facilities Seminole Funding Resources, LLC In the past various Company’s subsidiaries entered into loan agreements with Seminole Funding Resources, LLC to fund construction of certain solar energy facilities in Minnesota (“ FastSun Loans ”). The FastSun Loans had a 6-month term, are non- amortizing, and accrue interest at a rate of 6.50%. During the year ended December 31, 2021, the Company repaid the total outstanding of the loan in the amount of $4.9 million. Interest accrued under the FastSun loans prior to placed-in-service was capitalized as part of the cost of solar energy facilities and depreciated over the useful life thereafter. For the years ended December 31, 2021 and December 31, 2020 the Company incurred interest costs under the agreements totaling $0.1 million and $0.7 million, respectively, which were capitalized as part of property, plant and equipment. Construction Loan to Term Loan Facility and Letters of Credit facilities On January 10, 2020, APA Construction Finance, LLC (“ APACF ”) a wholly-owned subsidiary of the Company, entered into a credit agreement with Fifth Third Bank, National Association and Deutsche Bank AG New York Branch to fund the development and construction of future solar facilities (“ Construction Loan to Term Loan Facility ”). The Construction Loan to Term Loan Facility includes a construction loan commitment of $187.5 million and a letter of credit commitment of $12.5 million, which can be drawn until January 10, 2023. The construction loan commitment can convert to a term loan upon commercial operation of a particular solar energy facility. In addition, the Construction Loan to Term Loan Facility accrued a commitment fee at a rate equal to .50% per year of the daily unused amount of the commitment. As of December 31, 2021, the outstanding principal balances of the construction loan and term loan were $5.6 million and $12.3 million, respectively. As of December 31, 2020, the outstanding principal balances of the construction loan and term loan were $20.6 million and $6.2 million, respectively. As of December 31, 2021 and 2020, the Company had an unused borrowing capacity of $169.7 million and $160.7 million, respectively. For the year ended December 31, 2021 and 2020, the Company incurred interest costs associated with outstanding construction loans totaling $0.3 million and zero, respectively, which were capitalized as part of property, plant and equipment. Also, on October 23, 2020, the Company entered into an additional letters of credit facility with Fifth Third Bank for the total capacity of $10.0 million. Outstanding amounts under the Construction to Term Loan Facility are secured by a first priority security interest in all of the property owned by APACF and each of its project companies, including all of the solar energy facility assets under construction a first priority security interest in all of the property owned by APACF and each of its project companies, including all of the solar energy facility assets under construction. The Construction Loan to Term Loan includes various financial and other covenants for APACF and the Company, as guarantor. As of December 31, 2021, the Company was in compliance with all covenants. As of December 31, 2020, the Company was in compliance with all covenants, except the delivery of the audited financial statements of the Company, for which the Company obtained a waiver to extend the financial statement reporting deliverable due date. The Company delivered the audited financial statements on August 11, 2021, before the extended reporting deliverable due date. As of December 31, 2021, the total letters of credit outstanding with Fifth Third Bank and Deutsche Bank were $10.0 million and $0.6 million, respectively, with an unused capacity of zero and $11.9 million, respectively. As of December 31, 2020, the total letters of credit outstanding with Fifth Third Bank and Deutsche Bank were $7.2 million and $0.3 million, respectively, with an unused capacity of $2.8 million and $12.2 million, respectively. To the extent liabilities are incurred as a result of the activities covered by the letters of credit, such liabilities are included on the accompanying consolidated balance sheets. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company’s borrowing facility capacity. Financing Lease Obligations Zildjian XI During the year ended December 31, 2021, the Company, through its subsidiary Zildjian XI, sold eight solar energy facilities located in Massachusetts and Minnesota with the total nameplate capacity of 16.1 MW to a third party (“ ZXI Lessor ”) for a total sales price of $44.0 million. In connection with these transactions, the Company and ZXI Lessor entered into master lease agreement under which the Company agreed to lease back solar energy facilities for an initial term of ten years. The proceeds received from the sale-leaseback transactions net of transaction costs of $1.2 million and prepaid rent of $12.2 million amounted to $30.6 million. The master lease agreement provides for a residual value guarantee as well as a lessee purchase option, both of which are forms of continuing involvement and prohibit the use of sale leaseback accounting under ASC 840. As a result, the Company accounts for the transaction using the financing method by recognizing the sale proceeds as a financing obligation and the assets subject to the sale-leaseback remain on the balance sheet of the Company and are being depreciated. The aggregate proceeds have been recorded as a long-term debt within the consolidated balance sheets. TrueGreen Acquisition As part of the TrueGreen Acquisition on August 25, 2021 (refer to Note 7) the Company assumed financing lease liability of $1.8 million associated with the sale-leaseback of a solar energy facility located in Connecticut with the total nameplate capacity of 1.2 MW. In accordance with the sale-leaseback arrangement the solar energy facility was sold and immediately leased back from a third-party lessor (“ TGC Lessor ”). The master lease agreement provides the lessee with a purchase option, which represents a form of continuing involvement and prohibits the use of sale leaseback accounting under ASC 840. Presentation and minimum lease payments As of December 31, 2021, the Company has recorded a financing obligation of $36.5 million, net of $1.1 million of deferred transaction costs, in the consolidated balance sheet. Payments of $0.5 million were made under the financing obligation for the year ended December 31, 2021. Interest expense, inclusive of the amortization of deferred transaction costs for the year ended December 31, 2021, was $0.4 million. The table below shows the minimum lease payments under the financing lease obligations for the years ended: 2022 $ 2,245 2023 2,336 2024 2,340 2025 2,353 2026 2,336 Thereafter 14,993 Total $ 26,603 The difference between the outstanding financing lease obligation of $37.6 million and $26.6 million of minimum lease payments, including the residual value guarantee, is due to $13.2 million of investment tax credits claimed by the Lessor, less $2.6 million of the implied interest on financing lease obligation included in minimum lease payments. The remaining difference of $0.4 million is due to the difference between the minimum lease payments and the fair value of the finance lease obligations acquired in the Stellar HI Acquisition. Principal Maturities of Long-Term Debt As of December 31, 2021, the principal maturities of the Company’s long-term debt, excluding financing lease obligations, were as follows: 2022 $ 18,898 2023 13,290 2024 13,136 2025 13,111 2026 13,126 Thereafter 446,600 Total principal payments $ 518,161 Derivatives The Company’s derivative instrument consists of an interest rate swap that is not designated as a cash flow hedge or a fair value hedge under accounting guidance. The Company uses the interest rate swap to manage its net exposure to interest rate changes. Changes in fair value are recorded in interest expense, net in the consolidated statements of operations. As of December 31, 2021 and 2020, the derivative instrument was not significant. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity | Equity As of December 31, 2021, the Company had authorized and issued 988,591,250 and 153,648,830 of Class A common stock, respectively. As of December 31, 2020, authorized and outstanding common stock of 10,000 and 1,029 shares, respectively, was retroactively restated as shares reflecting the Exchange Ratio established in the Business Combination Agreement. Class A common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common |
Redeemable Preferred Stocks
Redeemable Preferred Stocks | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Preferred Stocks | Redeemable Preferred Stock GSO Preferred Stock As discussed in Note 3, immediately prior to the consummation of the Merger, the Company redeemed outstanding Series A preferred stock issued by Legacy Altus in full for cash. As Series A preferred stock does not represent the capital of the legal parent (the accounting acquiree) the Company retroactively restated redeemable preferred stock with the corresponding adjustment to additional paid-in capital on the consolidated balance sheets. The changes in the components of Series A preferred stock are presented in the table below: Units Amount As of December 31, 2019 176,500 $ 167,441 Issuance of Series A preferred stock 31,500 31,500 Accretion of Series A preferred stock — 2,166 Accrued dividends and commitment fees on Series A preferred stock — 15,590 Payment of dividends and commitment fees on Series A preferred stock — (12,950) As of December 31, 2020 208,000 $ 203,747 Issuance of Series A preferred stock 82,000 82,000 Accretion of Series A preferred stock — 8,417 Accrued dividends and commitment fees on Series A preferred stock — 18,043 Payment of dividends and commitment fees on Series A preferred stock — (22,207) Redemption of Series A preferred stock (290,000) (290,000) As of December 31, 2021 — $ — Redemption Rights and Dividend Provisions Series A preferred stock carried a fixed rate dividend of 8% which was required to be paid by the Company in bi-annual installments, whether or not declared, and thus accrued in the consolidated financial statements. Series A preferred stock could be redeemed at the option of the Company at any time. GSO Capital Partners (" GSO ") has an optional redemption on or after the fifth anniversary of the Closing Date or upon a change of control, event of default or an acceleration of debt under the credit agreement of the Rated Term Loan. The redemption price shall be equal to the outstanding capital balance plus any accrued dividend. Series A preferred stock is not convertible. The Company accreted the carrying value of the Series A preferred stock to the redemption value and records accretion as the increase of accumulated deficit. During the year ended December 31, 2021 and 2020, the Company recorded total Series A preferred stock dividends of $17.8 million and $15.0 million, respectively. During the year ended December 31, 2021, $21.8 million was paid, of which $17.8 million related to the dividends accrued during the year ended December 31, 2021, and $4.0 million related to the dividends accrued as of December 31, 2020. As of December 31, 2021 and 2020, zero and $4.0 million, respectively, remained unpaid and were added to the outstanding balance of the Series A preferred stock. As consideration for GSO’s commitment to purchase Series A preferred stock, the Company agreed to pay GSO a commitment fee of 0.50% per annum on the portion of unfunded committed Series A preferred stock. For the years ended December 31, 2021 and 2020, the Company recorded costs of $0.3 million and $0.6 million, respectively. As of December 31, 2021 and 2020, zero and $0.1 million remained unpaid, respectively. Preferred stock of Altus Power Inc. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests The changes in the components of redeemable noncontrolling interests are presented in the table below: For the year ended December 31, 2021 2020 Redeemable noncontrolling interest, beginning balance $ 18,311 $ 3,411 Cash contributions — 10,681 Cash distributions (1,087) (411) Assumed noncontrolling interest through business combination 254 4,380 Redemption of redeemable noncontrolling interests (1,630) — Net income (loss) attributable to noncontrolling interest (321) 250 Redeemable noncontrolling interest, ending balance $ 15,527 $ 18,311 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal The Company is a party to a number of claims and governmental proceedings which are ordinary, routine matters incidental to its business. In addition, in the ordinary course of business the Company periodically has disputes with vendors and customers. The outcomes of these matters are not expected to have, either individually or in the aggregate, a material adverse effect on the Company’s financial position or results of operations. Performance Guarantee Obligations The Company guarantees certain specified minimum solar energy production output under the Company’s PPA agreements, generally over a term of 10, 15 or 25 years. The solar energy systems are monitored to ensure these outputs are achieved. The Company evaluates if any amounts are due to customers based upon not meeting the guaranteed solar energy production outputs at each reporting period end. As of December 31, 2021 and 2020, the guaranteed minimum solar energy production has been met and the Company has recorded no performance guarantee obligations. Leases The Company has operating leases for land and buildings. The following schedule represents the expected annual future minimum payments under site leases: 2022 $ 6,035 2023 6,486 2024 6,578 2025 6,564 2026 6,620 Thereafter 85,494 Total lease payments $ 117,777 For the years ended December 31, 2021 and 2020, the Company recorded site lease expenses under these agreements totaling $4.4 million and $3.1 million, respectively of which are recorded in cost of operations (exclusive of total depreciation and amortization) in the consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions There were no amounts due to or from related parties as of December 31, 2021 and 2020. Additionally, in the normal course of business, the Company conducts transactions with affiliates: Blackstone Subsidiaries as Rated Term Loan Lender and Preferred Equity Holder The Company incurs interest expense on the Rated Term Loan. During the years ended December 31, 2021 and 2020 the total related party interest expense on the Rated Term Loan was $14.9 million and $9.5 million, respectively, and is recorded as interest expense in the accompanying consolidated statements of operations. As of December 31, 2021 and 2020, interest payable of $4.5 million and $2.6 million, respectively, was due under the Rated Term Loan was recorded as interest payable on the accompanying consolidated balance sheets. PIPE Subscription Agreements In conjunction with the PIPE Investment discussed in Note 3, William Concannon, Director, Gregg Felton, Co-Chief Executive Officer, and Lars Norell, Co-Chief Executive Officer, entered into PIPE Subscription Agreements pursuant to which each of them purchased 100,000 shares of Class A common stock at a purchase price per share of $10.00 and an aggregate purchase price of $1.0 million. The PIPE Investment was issued to the Sponsor, Mr. Concannon, Mr. Felton, and Mr. Norell on the same terms and conditions as all other PIPE Investors. GSO Promissory Note On November 22, 2019, the Company issued a promissory note to GSO in exchange for a loan totaling $4.0 million, the proceeds of which were primarily used to fund reserve requirements under the Rated Term Loan. The full promissory note plus accrued interest was repaid in full by the Company on March 3, 2020. Other Related Parties On February 21, 2020, the Company entered into a purchase agreement to acquire the remaining assets of Sound Solar Systems, LLC, a related party of the Company through common ownership, for $0.3 million. During the year ended December 31, 2021 the Company incurred no costs and $0.1 million during the year ended December 31, 2020 for design, engineering and construction services provided by Sound Solar Systems, LLC. As a result of the Sound Solar Acquisition, the Company acquired tangible and intangible assets related to the design and engineering of solar photovoltaic projects for the cash consideration of $0.3 million. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The calculation of basic and diluted earnings per share for the years ended December 31, 2021 and 2020 was as follows (in thousands, except share and per share amounts): For the year ended December 31, 2021 2020 Net income attributable to Altus Power, Inc. $ 5,906 $ 6,793 Income attributable to participating securities (90) (108) Net income attributable to common stockholders - basic and diluted 5,816 6,685 Class A Common Stock Weighted average shares of common stock outstanding - basic (1) 92,751,839 88,741,089 Dilutive RSUs 2,596,702 866,075 Dilutive restricted stock 1,254,887 1,251,554 Weighted average shares of common stock outstanding - diluted (2) 96,603,428 90,858,718 Net income attributable to common stockholders per share - basic $ 0.06 $ 0.08 Net income attributable to common stockholders per share - diluted $ 0.06 $ 0.07 (1) Excludes 1,259,887 shares of Company Class A common stock provided to holders of Altus Restricted Shares. Such Company Class A common stock is subject to the same vesting restrictions placed on the Altus Restricted Shares as in effect immediately prior to the Merger, including restrictions on dividends and voting rights. As the shares are still subject to vesting, they are excluded from basic weighted average shares of common stock outstanding. (2) Excludes 10,062,500 Redeemable Warrants and Private Placement Warrants. The Redeemable Warrants and Private Placement Warrants are exercisable at $11.00 per share. As the warrants are deemed anti-dilutive, they are excluded from the calculation of earnings per shares. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations AROs consist primarily of costs to remove solar energy system assets at the end of their useful lives and costs to restore the solar energy system sites to the original condition, which are estimated based on current market rates. The following table presents the changes in AROs as recorded in other long-term liabilities in the consolidated balance sheets: For the year ended December 31, 2021 2020 Balance at beginning of year $ 4,446 $ 683 Additional obligations incurred 3,024 3,689 Accretion expense 174 74 Liabilities settled or disposed in the current year (16) — Balance at end of year $ 7,628 $ 4,446 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Legacy Incentive Plans Stock-based compensation expense is recognized in selling, general, and administrative expense on the consolidated statements of operations. The Company recognized $0.1 million and $0.1 million of stock-based compensation expense for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had $0.2 million of unrecognized stock-based compensation expense related to unvested restricted units, which the Company expects to recognize over a weighted-average period of approximately two years. Prior the Merger, Altus maintained the APAM Holdings LLC Restricted Units Plan, adopted in 2015 (the “ APAM Plan ”), which provided for the grant of restricted units that were intended to qualify as profits interests to employees, officers, directors and consultants. Further, Holdings adopted the 2021 Profits Interest Incentive Plan (the “ Holdings Plan ”, and together with the APAM Plan, the “ Legacy Incentive Plans ”), which similarly provided for the grant of restricted units that were intended to qualify as profits interests to employees, officers, directors and consultants. Awards under the Legacy Incentive Plans are subject to a 3-to-4-year vesting schedule and are treated as stock-based compensation which gets expensed to the Company. 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. After the Merger, no further awards will be made under the Legacy Incentive Plans. As of December 31, 2021 and 2020, 244,328 and 731,905 shares of Class A Common Stock were restricted under the APAM Plan, respectively. As of December 31, 2021 and 2020, 840,000 and zero shares of Class A Common Stock were restricted under the Holdings Plan, respectively. The fair value of the granted units was determined using the Black-Scholes Option Pricing model and relied on assumptions and inputs provided by the Company. All option models utilize the same assumptions with regard to (i) current valuation, (ii) volatility, (iii) risk-free interest rate, and (iv) time to maturity. The models, however, use different assumptions with regard to the strike price which vary by award. Omnibus Incentive Plan On July 12, 2021, the Company entered into the Management Equity Incentive Letter with each of Mr. Felton and Mr. Norell pursuant to which, on February 15, 2022, the Compensation Committee granted to Mr. Felton and Mr. Norell, together with other senior executives, including Anthony Savino, Chief Construction Officer, and Dustin Weber, Chief Financial Officer, restricted stock units (“ RSUs ”) under the Omnibus Incentive Plan (the " Incentive Plan ") that are subject to time-based and, for the named executive officers and certain other executives, eighty percent (80%) of such RSUs also further subject to performance-based vesting, with respect to an aggregate five percent (5%) of the Company’s Class A common stock on a fully diluted basis, excluding the then-outstanding shares of the Company’s Class B common stock or any shares of the Company’s Class A common stock into which such shares of the Company’s Class B common stock are or may be convertible. Subject to continued employment on each applicable vesting date, the time-based RSUs generally vest 33 1/3% on each of the third, fourth and fifth anniversaries of the Closing, and the performance-based RSUs vest with respect to 33 1/3% of the award upon the achievement of the above time-based requirement and the achievement of a hurdle representing a 25% annual compound annual growth rate measured based on an initial value of $10.00 per share. No RSUs were granted and no stock-based compensation expense was recognized in relation to the Incentive Plan for the year ended December 31, 2021. Employee Stock Purchase Plan On December 9, 2021, we adopted the 2021 Employee Stock Purchase Plan, which provides a means by which eligible employees may be given an opportunity to purchase shares of the Company’s Class A common stock. No shares of the Company’s Class A common stock were issued and no stock-based compensation expense was recognized in relation to the 2021 Employee Stock Purchase Plan for the year ended December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense is composed of the following: For the year ended December 31, 2021 2020 Current: Federal $ — $ — State 76 23 Total current expense 76 23 Deferred: Federal (1,518) 1,851 State 1,737 (1,791) Total deferred expense $ 219 $ 60 Income tax expense $ 295 $ 83 The following table presents a reconciliation of the income tax benefit computed at the U.S. federal statutory rate and the Company’s income tax expense / (benefit) (in thousands): For the year ended December 31, 2021 2020 Income tax benefit – computed as 21% of pretax loss $ 2,793 $ (379) Effect of noncontrolling interests and redeemable noncontrolling interests (1,491) 1,823 State tax, net of federal benefit 1,138 (1,736) State valuation allowance 294 339 Transaction costs related to the Merger (1,713) — Effect of tax credits (28) (153) Change in fair value of redeemable warrant and alignment shares liability (563) — Other (135) 189 Income tax expense $ 295 $ 83 Effective income tax rate 2.2 % (4.6) % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2021 and 2020, the Company’s deferred tax assets and liabilities are comprised of the following: As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 42,814 $ 20,000 Intangible liabilities 807 1,206 Deferred financing costs 271 277 Tax credits 615 810 Deferred site lease 528 73 Asset retirement obligation 2,018 1,154 Stock-based compensation 73 50 Sec. 163(j) interest limitation 11,776 7,947 Total deferred tax assets $ 58,902 $ 31,517 Valuation allowance (633) (339) Net deferred tax assets $ 58,269 $ 31,178 Deferred tax liabilities: Property, plant and equipment $ (34,918) $ (18,537) Intangible assets (784) (1,089) Investments in partnerships (32,170) (22,553) Total deferred tax liabilities (67,872) (42,179) Net deferred tax liability $ (9,603) $ (11,001) As of December 31, 2021 and 2020, the Company had US federal net operating loss carryforwards of $177.4 million and $80.3 million, respectively, available to offset future federal taxable income which will begin to expire in 2034. The Company has federal net operating loss carryforwards of $140.4 million, which can be carried forward indefinitely. As of December 31, 2021 and 2020, the Company had $48.4 million of US federal net operating loss subject to limitation under Internal Revenue Code Section 382. As of December 31, 2021 and 2020, the Company had state net operating loss $87.7 million and $48.6 million, respectively, which will begin to expire in 2022, if not utilized. The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. The Company evaluates and weighs all available positive and negative evidence such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. As of December 31, 2021 and 2020, the Company has recorded a valuation allowance of $0.6 million and $0.3 million, respectively, for its deferred tax assets associated with state net operating losses that are more likely than not to expire. As of December 31, 2021 and 2020, the Company had, under IRC Sec. 163(j), a gross interest expense limitation carryforward of $45.4 million and $31.0 million, respectively with an indefinite carryforward period. The Company applies the applicable authoritative guidance which prescribes a comprehensive model for a manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. As of December 31, 2021, the Company has no uncertain tax positions. No amounts of interest and penalties were recognized in the Company’s financial statements and the Company’s policy is to present interest and penalties as a component of income tax expense. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “ CARES Act ”) was enacted and signed into law in the United States. The CARES Act includes measures to assist companies, including temporary changes to income and non-income-based tax laws. The Company did not receive a stimulus payment related to the CARES Act and the new law did not have a significant impact on the Company’s consolidated financial statements. The Company files federal income tax returns and state income tax returns in multiple jurisdictions. The statute of limitation remains open for tax years after 2014. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events from December 31, 2021 through March 24, 2022, which is the date the audited consolidated financial statements were available to be issued. There are no subsequent events requiring recording or disclosure in the consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and pursuant to the regulations of the U.S Securities and Exchange Commission (" SEC "). The Company’s consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all intercompany balances and transactions eliminated in consolidation. Legacy Altus was deemed the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification (" ASC ") 805. This determination was primarily based on evaluation of the following facts and circumstances: a. Stockholders of Legacy Altus have over 50% of the voting interest in the post-merger company; b. the board of directors of the post-combination company comprises one director designated by the holders of the Class B common stock, par value $0.0001 per share (the " Class B common stock " or the " Alignment shares ") (including the Sponsor), one director designated by Blackstone (an existing stockholder of Altus), one director designated by ValueAct Capital Management, L.P. and five additional directors determined by the existing Altus stockholders; c. Management of Legacy Altus holds all executive management roles (including the Chief Executive Officers and Chief Financial Officer, among others) of the post-combination company and is responsible for the day-to-day operations; d. the largest individual minority stockholder of the post-combination company was an existing stockholder of Altus; e. Altus has significantly more revenue-generating activities than CBAH, which comprises all of the activities conducted by the post-combination company; and f. the objective of the Merger was to create an operating public company, with management continuing to use Altus’s platform and assets to grow the business under the name of Altus Power, Inc. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy Altus issuing stock for the net assets of CBAH, accompanied by a recapitalization. The net assets of CBAH are stated at historical cost, with no goodwill or other intangible assets recorded. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share issued to Legacy Altus's stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Altus common stock and Series A preferred stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio (the " Exchange Ratio |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“ AROs ”), contingent considerations, and alignment shares. |
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 variable interest entity, or VIE, is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is an entity that has a variable interest or a combination of variable interests that provide that entity with a controlling financial interest in the VIE. An entity is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates whether an entity is a VIE whenever reconsideration events as defined by the accounting guidance occur. See Note 8. |
Segment Information | Segment Information Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers are the co-chief executive officers. Based on the financial information presented to and reviewed by the chief operating decision makers in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined it operates as a single operating segment and has one reportable segment. The Company’s principal operations, revenue and decision-making functions are located in the United States. |
Cash and Restricted Cash | Cash and Restricted Cash Cash includes all cash balances on deposit with financial institutions that are denominated in U.S. dollars. Pursuant to the budgeting process, the Company maintains certain cash on hand for possible equipment replacement related costs. The Company records cash that is restricted as to withdrawal or use under the terms of certain contractual agreements as restricted cash. Restricted cash is included in current portion of restricted cash and restricted cash, noncurrent portion on the consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements. |
Accounts Receivable | Accounts ReceivableManagement considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. U.S. GAAP requires that the allowance method be used to recognize bad debts. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances. |
Fair Value Measurements | Fair Value Measurements The Company measures certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market. • Level 1 - Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. • Level 2 - Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs are observable in active markets are Level 2 valuation techniques. • Level 3 - Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability. The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt the carrying amounts approximate fair value due to the short maturity of these instruments. |
Property, Plant and Equipment | Property, Plant and Equipment The Company reports property, plant and equipment at cost, less accumulated depreciation. Costs include all costs incurred during the construction and development of the solar energy facilities, including land, development costs and site work. Repairs and maintenance are expensed as incurred. The Company begins depreciating the property, plant and equipment when the assets are placed in service. Depreciation expense is computed using the straight- line composite method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. |
Business Combinations and Acquisitions of Assets | Business Combinations and Acquisitions of Assets The Company applies the definition of a business in ASC 805, Business Combinations , to determine whether it is acquiring a business or a group of assets. When the Company acquires a business, the purchase price is allocated to (i) the acquired tangible assets and liabilities assumed, primarily consisting of solar energy facilities and land, (ii) the identified intangible assets and liabilities, primarily consisting of favorable and unfavorable rate power purchase agreements (" PPAs ") and renewable energy credit (" REC ") agreements, (iii) asset retirement obligations (iv) non-controlling interests, and (v) other working capital items based in each case on their estimated fair values. The excess of the purchase price, if any, over the estimated fair value of net assets acquired is recorded as goodwill. The fair value measurements of the assets acquired and liabilities assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation. In addition, acquisition costs related to business combinations are expensed as incurred. When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired. |
Intangible Assets, Intangible Liabilities and Amortization | Intangible Assets, Intangible Liabilities and Amortization Intangible assets and intangible liabilities include favorable and unfavorable rate PPAs, net metering credit agreements (“ NMCAs ”), and REC agreements as well as site lease issuance costs, and fees paid to third parties for acquiring customers. PPAs, NMCAs and REC agreements obtained through acquisitions are recorded at the estimated fair value as of the acquisition date and the difference between the contract price and current market price is recorded as an intangible asset or liability. Amortization of intangible assets and liabilities is recorded within depreciation, amortization and accretion in the consolidated statements of operations. Third party costs necessary to enter into site lease agreements are amortized using the straight-line method ratably over 15-30 years based upon the term of the individual site leases. Third party costs necessary to acquire PPAs and NMCA customers are amortized using the straight-line method ratably over 15-25 years based upon the term of the customer contract. Estimated fair value allocated to the favorable and unfavorable rate PPAs and REC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current-period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. |
Site Lease Agreements | Site Lease AgreementsCertain Solar Facility Subsidiaries have entered into site lease agreements with third parties. Pursuant to the terms of certain of these lease agreements, the subsidiaries agreed to pay the third parties a fee escalating annually per the terms of the agreements. U.S. GAAP requires that lease expense be recorded on a straight-line basis over the term of the lease. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are capitalized and amortized to interest expense, net over the term of the related debt using the effective interest method for term loans or the straight-line method for revolving credit facilities. The unamortized balance of deferred financing costs is recorded in current portion of long- term debt and long-term debt, net of current (see Note 9) for term loans or in other current assets and other assets for revolving credit facilities and debt and equity transactions not yet completed, in the consolidated balance sheets. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations (" AROs ") are retirement obligations associated with long-lived assets for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. The Company recognizes the fair value of a liability for an ARO in the period in which it is incurred and when a reasonable estimate of fair value can be made. Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company’s AROs are primarily related to the future dismantlement of equipment on leased property. The Company records AROs as part of other non-current liabilities on its balance sheet. See Note 16. |
Revenue Recognition | Revenue Recognition The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy credits (“ SRECs ”), and performance based incentives. Revenue under power purchase agreements A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to terms of PPAs. PPAs that do not qualify as leases under ASC 840, Leases , or derivatives under ASC 815, Derivatives and Hedging are accounted for under ASC 606, Revenue from Contracts with Customers, or Topic 606. A portion of PPAs that qualify as derivatives is not material. The Company’s PPAs typically have fixed or floating rates and are generally invoiced on a monthly basis and as of December 31, 2021 have a weighted-average remaining life of 15 years. The Company typically sells energy and related environmental attributes (e.g., RECs) separately to different customers and considers the delivery of power energy under PPAs to represent a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. There was no change in the Company’s revenue recognition policy for PPAs as a result of adopting Topic 606. For certain of the Company’s rooftop solar energy facilities revenue is recognized net of immaterial pass-through lease charges collected on behalf of building owners. Revenue from net metering credit agreements A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs which have a weighted-average remaining life of 18 years as of December 31, 2021. Net metering credits are awarded to the Company by the local utility based on kilowatt hour generation by solar energy facilities, and the amount of each credit is determined by the utility’s applicable tariff. The Company currently receives net metering credits from various utilities including Eversource Energy, National Grid Plc, and Xcel Energy. There are no direct costs associated with net metering credits, and therefore, they do not receive an allocation of costs upon generation. Once awarded, these credits are then sold to third party offtakers pursuant to the terms of the offtaker agreements. The Company views each net metering credit in these arrangements as a distinct performance obligation satisfied at a point in time. Generally, the customer obtains control of net metering credits at the point in time when the utility assigns the generated credits to the Company, who directs the utility to allocate to the customer based upon a schedule. The transfer of credits by the Company to the customer can be up to one month after the underlying power is generated. As a result, revenue related to NMCA is recognized upon delivery of net metering credits by the Company to the customer. The Company’s customers apply net metering credits as a reduction to their utility bills. There was no change in the revenue recognition policy for net metering credits as a result of adopting Topic 606. Solar Renewable Energy certificate revenue The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. The quantity of SRECs is based on the amount of energy produced by the Company’s qualifying generation facilities. SRECs are sold pursuant to agreements with third parties, who typically require SRECs to comply with state-imposed renewable portfolio standards. Holders of SRECs may benefit from registering the credits in their name to comply with these state-imposed requirements, or from selling SRECs to a party that requires additional SRECs to meet its compliance obligations. The Company receives SRECs from various state regulators including: New Jersey Board of Public Utilities, Massachusetts Department of Energy Resources, and Maryland Public Service Commission. There are no direct costs associated with SRECs, and therefore, they do not receive an allocation of costs upon generation. Generally, individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The contracts related to SREC sales with a fixed price and quantity have maturity dates ranging from 2022 to 2031. The Company typically sells SRECs to different customers from those purchasing the energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer. Rental income A portion of the Company’s energy revenue is derived from long-term PPAs accounted for as operating leases under ASC 840, Leases. Rental income under these lease agreements is recorded as revenue when the electricity is delivered to the customer. Performance based incentives Many state governments, utilities, municipal utilities and co-operative utilities offer a rebate or other cash incentive for the installation and operation of a renewable energy facility. Up-front rebates provide funds based on the cost, size or expected production of a renewable energy facility. Performance-based incentives provide cash payments to a system owner based on the energy generated by their renewable energy facility during a pre-determined period, and they are paid over that time period. The Company recognizes revenue from state and utility incentives at the point in time in which they are earned. Other revenue Other revenue of $1.0 million for the year ended December 31, 2021, and $0.2 million for the year ended December 31, 2020, consists primarily of sales of power on wholesale electricity market which are recognized in revenue upon delivery. Cost of Operations (Exclusive of Depreciation and Amortization) Cost of operations primarily consists of operations and maintenance expense, site lease expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred. |
Share-Based Compensation | Stock-based Compensation Stock-based compensation expense for equity instruments issued to employees is measured based on the grant-date fair value of the awards. The fair value of each restricted stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each time-based employee stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The Company recognizes compensation costs using the straight-line method for all time-based equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. The Company does not have any performance-based equity compensation awards. Use of the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including (1) the expected term of the option, (2) the expected volatility of the price of the Company’s common stock, (3) risk-free interest rates and (4) the expected dividend yield of our common stock. The assumptions used in the option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In evaluating if a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations, refer to Note 18 for further details. The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company to report information regarding its exposure to various tax positions taken by the Company. The Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. The uncertain tax position to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement, which could result in the Company recording a tax liability that would reduce net assets. The Company reviews and evaluates tax positions and determines whether or not there are uncertain tax positions that require financial statement recognition. Generally, tax authorities can examine all tax returns filed for the last three years. Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. As a result, no income tax liability or expense related to uncertain tax positions have been recorded in the accompanying consolidated financial statements. The Company’s income tax expense, deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. |
Basic and Diluted Net Income Per Share | Basic and Diluted Net Income Per Share Basic net income per share attributable to common stockholder is calculated by dividing the net income attributable to the common stockholder by the weighted- average number of shares of common stock outstanding for the period. The diluted net income per share attributable to common stockholder is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as applicable. During periods in which the Company incurs a net loss attributable to common stockholder, stock options are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share attributable to common stockholder as the effect is antidilutive. See Note 15 – Earnings per Share. |
Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries | Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries Noncontrolling interests and redeemable noncontrolling interests represent third parties’ tax equity interests in the net assets of certain consolidated Solar Facility Subsidiaries, which were created to finance the costs of solar energy facilities under long-term operating agreements. The tax equity interests are generally entitled to receive substantially all the accelerated depreciation tax deductions and investment tax credits arising from Solar Facility Subsidiaries pursuant to their contractual shareholder agreements, together with a portion of these ventures’ distributable cash. The tax equity interests’ claim to tax attributes and distributable cash from Solar Facility Subsidiaries decreases to a small residual interest after a predefined ‘flip point’ occurs, typically the expiration of a time period or upon the tax equity investor’s achievement of a target yield. Because the tax equity interests’ participation in tax attributes and distributable cash from each Solar Facility Subsidiary is not consistent over time with their initial capital contributions or percentage interest, the Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. In order to reflect the substantive profit-sharing arrangements, the Company has determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the Hypothetical Liquidation at Book Value (“ HLBV ”) method. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective operating partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third parties’ noncontrolling interest in the results of operations of these subsidiaries is determined as the difference in the noncontrolling interests’ and redeemable noncontrolling interests’ claims under the HLBV method at the start and end of each reporting period, after considering any capital transactions, such as contributions or distributions, between the subsidiaries and third parties. The application of HLBV generally results in the attribution of pre-tax losses to tax equity interests in connection with their receipt of accelerated tax benefits from the Solar Facility Subsidiaries, as the third-party investors’ receipt of these benefits typically reduces their claim on the partnerships’ net assets. Attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests under the HLBV method requires the use of significant assumptions and estimates to calculate the amounts that third parties would receive upon a hypothetical liquidation. Changes in these assumptions and estimates can have a significant impact on the amount that third parties would receive upon a hypothetical liquidation. The use of the HLBV methodology to allocate income to the noncontrolling and redeemable noncontrolling interest holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to noncontrolling interests and redeemable noncontrolling interests from quarter to quarter. The Company classifies certain noncontrolling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Estimated redemption value is calculated as the discounted cash flows attributable to the third parties subsequent to the reporting date. Redeemable noncontrolling interests are reported using the greater of their carrying value at each reporting date as determined by the HLBV method or their estimated redemption value in each reporting period. Estimating the redemption value of the redeemable noncontrolling interests requires the use of significant assumptions and estimates. Changes in these assumptions and estimates can have a significant impact on the calculation of the redemption value. See Note 12 - Redeemable Noncontrolling Interest. |
Accounting Pronouncements | Accounting Pronouncements As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recent Accounting Pronouncements Adopted In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement . This ASU removes some disclosure requirements, modifies others, and adds some new disclosure requirements. The guidance was effective January 1, 2020, with early adoption permitted. The Company adopted ASU No. 2018-13 as of January 1, 2020, which resulted in additional disclosures related to the financial assets classified as Level 3. See Fair Value Measurements in Note 2 for additional details. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which primarily changes the lessee’s accounting for operating leases by requiring recognition of lease right-of-use assets and lease liabilities. This standard is effective for annual reporting periods beginning after December 15, 2021. The Company expects to adopt this guidance in the financial statements for the year-ended December 31, 2022. The Company is continuing the analysis of the contractual arrangements that may qualify as leases under the new standard and expects the most significant impact will be the recognition of the right-of-use assets and lease liabilities on the consolidated balance sheets. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and has since released various amendments including ASU No. 2019-04 . The new standard generally applies to financial assets and requires those assets to be reported at the amount expected to be realized. The ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating whether this guidance will have a significant impact on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets. Cash and restricted cash consist of the following: As of December 31, 2021 2020 Cash $ 325,983 $ 33,832 Current portion of restricted cash 2,544 3,465 Restricted cash, noncurrent portion 1,794 909 Total $ 330,321 $ 38,206 |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets. Cash and restricted cash consist of the following: As of December 31, 2021 2020 Cash $ 325,983 $ 33,832 Current portion of restricted cash 2,544 3,465 Restricted cash, noncurrent portion 1,794 909 Total $ 330,321 $ 38,206 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Merger to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2021 (amounts in thousands): Recapitalization Cash - CBAH's trust and cash (net of redemptions) $ 212,458 Cash - PIPE 425,000 Non-cash net liabilities assumed from CBAH (186) CBAH's deferred tax assets as of the Merger 159 Less: Fair value of assumed redeemable warrants 47,601 Less: Fair value of assumed Alignment shares 132,487 Less: transaction costs and advisory fees 55,620 Net the Merger $ 401,723 Less: non-cash net liabilities assumed from CBAH (186) Less: CBAH's deferred tax assets as of the Merger 159 Add: non-cash fair value of assumed redeemable warrants 47,601 Add: non-cash fair value of assumed Alignment shares 132,487 Add: accrued transaction costs and advisor fees 178 Net contributions from the Merger and PIPE financing $ 582,016 The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows: Shares Common stock, outstanding prior to the Merger 40,250,000 Less: redemption of CBAH's shares (19,101,146) Common stock of CBAH 21,148,854 Shares issued in PIPE financing 42,500,000 The Merger and PIPE Financing shares - Class A common stock 63,648,854 Legacy Altus shares - Class A common stock (1) 89,999,976 Total shares of common stock immediately after the Merger and PIPE financing 153,648,830 (1) The number of Legacy Altus shares was determined from the 1,029 shares of Legacy Altus common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio of 87,464. All fractional shares were rounded down. |
Revenue and Accounts Receivab_2
Revenue and Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the detail of revenues as recorded in the consolidated statements of operations: For the Year Ended 2021 2020 Revenue under power purchase agreements $ 15,731 $ 11,639 Revenue from net metering credit agreements 23,029 12,171 Solar renewable energy certificate revenue 28,271 18,870 Rental income 2,114 259 Performance based incentives 1,680 2,093 Other revenue 975 246 Total 71,800 45,278 |
Schedule of Accounts Receivable | The following table presents the detail of receivables as recorded in accounts receivable in the consolidated balance sheets: As of December 31, 2021 2020 2019 Power purchase agreements $ 1,678 $ 1,388 $ 574 Net metering credit agreements 3,322 3,016 748 Solar renewable energy certificates 3,789 1,108 342 Rental income 350 37 5 Performance based incentives 4 135 70 Other 75 68 291 Total 9,218 5,752 2,030 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of December 31, 2021 and 2020, property, plant and equipment consisted of the following: Estimated Useful As of December 31, 2021 2020 Land — $ 6,985 $ 4,874 Solar energy facilities 25 - 32 757,714 489,580 Battery energy storage system 20 3,873 — Site work 15 5,801 5,801 Leasehold improvements 15 - 30 5,637 5,444 Construction in progress — 21,195 48,877 Property, plant and equipment 801,205 554,576 Less: Accumulated depreciation (55,494) (35,182) Property, plant and equipment, net $ 745,711 $ 519,394 |
Intangible Assets and Intangi_2
Intangible Assets and Intangible Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2021 and 2020, intangible assets consisted of the following: Weighted Average Amortization Period As of December 31, 2021 2020 Cost: Customer acquisition costs 16 years $ 6,008 $ 5,928 Site lease acquisition 17 years 1,657 1,013 Favorable rate revenue contracts 13 years 11,222 6,272 Favorable operation and maintenance contracts 4 years 135 Other 5 years 35 — Total intangible assets 19,057 13,213 Accumulated amortization: Customer acquisition costs (1,015) (671) Site lease acquisition (209) (142) Favorable rate revenue contracts (1,120) (642) Favorable operation and maintenance contracts (11) — Total accumulated amortization (2,355) (1,455) Total intangible assets, net $ 16,702 $ 11,758 |
Schedule of Intangible Liabilities | As of December 31, 2021 and 2020, intangible liabilities consisted of the following: Weighted Average Amortization Period As of December 31, 2021 2020 Cost: Unfavorable rate revenue contracts 5 years $ 16,988 $ 6,183 Accumulated amortization: Unfavorable rate revenue contracts (3,230) (1,536) Total intangible liabilities, net $ 13,758 $ 4,647 |
Schedule of Annual Amortization of Intangibles | Over the next five years, the Company expects to recognize annual amortization on its intangibles as follows: (In thousands) 2022 2023 2024 2025 2026 Customer acquisition costs $ 369 $ 369 $ 369 $ 353 $ 353 Site lease acquisition 97 97 97 97 97 Favorable rate revenue contracts 878 878 763 705 705 Favorable operation and maintenance contracts 33 33 8 8 8 Unfavorable rate revenue contracts (3,528) (2,307) (897) (843) (738) Total net amortization (benefit) / expense $ (2,151) $ (930) $ 340 $ 320 $ 425 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | The following table presents the allocation of the purchase price to the assets acquired based on their relative fair values as well as fair value of liabilities assumed and noncontrolling interest on August 12, 2020 (in thousands): Accounts receivable $ 384 Other current assets 71 Property, plant and equipment 24,983 Intangible assets 716 Accounts payable (141) Other current liabilities (918) Long-term debt (15,051) Asset retirement obligation (400) Noncontrolling interest (925) Total cash and transaction costs paid net of cash acquired (1) $ 8,719 (1) The Company acquired cash of $0.4 million and restricted cash of $1.8 million as of the acquisition date. The following table presents the allocation of the purchase price to the assets acquired based on their relative fair values and fair values of liabilities assumed on October 30, 2020 (in thousands): Accounts receivable $ 50 Property, plant and equipment 6,293 Intangible assets 911 Accounts payable (12) Deferred tax liabilities (805) Asset retirement obligation (98) Total cash and transaction costs paid net of cash acquired $ 6,339 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final amounts recognized for the assets, liabilities and non-controlling interests pertaining to this business combination was as follows (in thousands): Provisional accounting as of August 25, 2021 Measurement period adjustments Final amounts as of August 25, 2021 Assets Accounts receivable $ 3,420 $ 32 $ 3,452 Other assets 510 — 510 Property, plant and equipment 201,150 310 201,460 Intangible assets 5,225 510 5,735 Total assets acquired 210,305 852 211,157 Liabilities Accounts payable 23 (23) — Long-term debt 1,795 — 1,795 Intangible liabilities 10,115 (10) 10,105 Asset retirement obligation 1,998 — 1,998 Other liabilities 935 55 990 Total liabilities assumed 14,866 22 14,888 Non-controlling interests (1) 4,315 — 4,315 Goodwill 1,965 (1,365) 600 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 The purchase accounting for the Solar Acquisition was finalized as of December 22, 2021. The final allocation of the acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to this business combination as of December 22, 2020, was as follows (in thousands): Assets Accounts receivable $ 2,000 Other assets 672 Property, plant and equipment 128,050 Intangible assets 960 Total assets acquired 131,682 Liabilities Accounts payable 747 Intangible liabilities 1,020 Asset retirement obligation 2,571 Other liabilities 441 Total liabilities assumed 4,779 Noncontrolling interests (1) 8,475 Total fair value of consideration transferred, net of cash acquired $ 118,428 |
Schedule of Business Acquisitions, by Acquisition | The fair value of consideration transferred, net of cash acquired, as of August 25, 2021, is determined as follows: Cash consideration to the seller on closing $ 136,689 $ — $ 136,689 Cash consideration paid to settle debt and interest rate swaps on behalf of the seller 51,523 — 51,523 Cash in escrow accounts 2,738 (112) 2,626 Purchase price payable (2) 6,486 (423) 6,063 Total fair value of consideration transferred 197,436 (535) 196,901 Cash acquired 229 — 229 Restricted cash acquired 4,118 — 4,118 Total fair value of consideration transferred, net of cash acquired $ 193,089 $ (535) $ 192,554 (1) T he fair value of the non-controlling interests was determined using an income approach representing the best indicator of fair value and was supporte d by a discounted cash flow technique. (2) The Company paid the total purchase price payable after the acquisition date but prior to December 31, 2021. The fair value of consideration transferred, net of cash acquired, as of December 22, 2020, is determined as follows: Cash consideration paid to the seller $ 29,849 Cash consideration paid to settle debt 84,883 Cash consideration payable to the seller (2) 7,176 Contingent consideration 5,100 Total fair value of consideration transferred 127,008 Cash acquired 4,868 Restricted cash acquired 3,712 Total fair value of consideration transferred, net of cash acquired $ 118,428 (1) The fair value of the non-controlling interests was determined using an income approach representing the best indicator of fair value and was supported by a discounted cash flow technique. (2) The Company paid $4.5 million of the purchase price payable after the acquisition date but prior to December 31, 2020. The remaining purchase price payable of $2.6 million was paid during the year ended December 31, 2021. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA $ 4,500 20 years Favorable rate revenue contracts – SREC 450 7 years Favorable O&M contracts 135 4 years Site lease acquisition 650 13 years Unfavorable rate revenue contracts – PPA (6,635) 12 years Unfavorable rate revenue contracts – SREC (3,470) 2 years Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – NMC $ 960 5 years Unfavorable rate revenue contracts – NMC (270) 23 years Unfavorable rate revenue contracts – SREC (750) 3 years |
Business Acquisition, Pro Forma Information | The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 88,431 $ 68,702 Net income 20,020 3,174 For the year ended December 31, 2021 For the year ended December 31, 2020 Operating revenues $ 73,088 $ 46,268 Net income (loss) 13,199 (1,704) For the year ended December 31, 2020 2019 Operating revenues $ 55,528 $ 43,269 Net loss (2,840) (8,713) |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated VIE Assets and Liabilities | The carrying amounts and classification of the consolidated VIE assets and liabilities included in consolidated balance sheets are as follows: As of December 31, 2021 2020 Current assets $ 13,131 $ 14,082 Non-current assets 372,761 351,327 Total assets $ 385,892 $ 365,409 Current liabilities $ 3,652 $ 1,994 Non-current liabilities 40,978 4,761 Total liabilities $ 44,630 $ 6,755 |
Debt and Derivatives (Tables)
Debt and Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, Interest Type Weighted average interest rate 2021 2020 Long-term debt Rated term loan $ 499,750 $ 362,685 Fixed 3.51 % Construction loans 5,593 25,484 Floating 2.34 % Term loans 12,818 7,218 Floating 2.34 % Financing lease obligations 37,601 — Imputed 3.64 % Total principal due for long-term debt 555,762 395,387 Unamortized discounts and premiums (176) (292) Unamortized deferred financing costs (9,606) (5,952) Less: Current portion of long-term debt 21,143 35,209 Long-term debt, less current portion $ 524,837 $ 353,934 |
Schedule of Maturities of Long-term Debt | The table below shows the minimum lease payments under the financing lease obligations for the years ended: 2022 $ 2,245 2023 2,336 2024 2,340 2025 2,353 2026 2,336 Thereafter 14,993 Total $ 26,603 As of December 31, 2021, the principal maturities of the Company’s long-term debt, excluding financing lease obligations, were as follows: 2022 $ 18,898 2023 13,290 2024 13,136 2025 13,111 2026 13,126 Thereafter 446,600 Total principal payments $ 518,161 |
Redeemable Preferred Stocks (Ta
Redeemable Preferred Stocks (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Redeemable Preferred Stocks | The changes in the components of Series A preferred stock are presented in the table below: Units Amount As of December 31, 2019 176,500 $ 167,441 Issuance of Series A preferred stock 31,500 31,500 Accretion of Series A preferred stock — 2,166 Accrued dividends and commitment fees on Series A preferred stock — 15,590 Payment of dividends and commitment fees on Series A preferred stock — (12,950) As of December 31, 2020 208,000 $ 203,747 Issuance of Series A preferred stock 82,000 82,000 Accretion of Series A preferred stock — 8,417 Accrued dividends and commitment fees on Series A preferred stock — 18,043 Payment of dividends and commitment fees on Series A preferred stock — (22,207) Redemption of Series A preferred stock (290,000) (290,000) As of December 31, 2021 — $ — |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | The changes in the components of redeemable noncontrolling interests are presented in the table below: For the year ended December 31, 2021 2020 Redeemable noncontrolling interest, beginning balance $ 18,311 $ 3,411 Cash contributions — 10,681 Cash distributions (1,087) (411) Assumed noncontrolling interest through business combination 254 4,380 Redemption of redeemable noncontrolling interests (1,630) — Net income (loss) attributable to noncontrolling interest (321) 250 Redeemable noncontrolling interest, ending balance $ 15,527 $ 18,311 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Annual Future Minimum Payments of Leases | The following schedule represents the expected annual future minimum payments under site leases: 2022 $ 6,035 2023 6,486 2024 6,578 2025 6,564 2026 6,620 Thereafter 85,494 Total lease payments $ 117,777 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per share for the years ended December 31, 2021 and 2020 was as follows (in thousands, except share and per share amounts): For the year ended December 31, 2021 2020 Net income attributable to Altus Power, Inc. $ 5,906 $ 6,793 Income attributable to participating securities (90) (108) Net income attributable to common stockholders - basic and diluted 5,816 6,685 Class A Common Stock Weighted average shares of common stock outstanding - basic (1) 92,751,839 88,741,089 Dilutive RSUs 2,596,702 866,075 Dilutive restricted stock 1,254,887 1,251,554 Weighted average shares of common stock outstanding - diluted (2) 96,603,428 90,858,718 Net income attributable to common stockholders per share - basic $ 0.06 $ 0.08 Net income attributable to common stockholders per share - diluted $ 0.06 $ 0.07 (1) Excludes 1,259,887 shares of Company Class A common stock provided to holders of Altus Restricted Shares. Such Company Class A common stock is subject to the same vesting restrictions placed on the Altus Restricted Shares as in effect immediately prior to the Merger, including restrictions on dividends and voting rights. As the shares are still subject to vesting, they are excluded from basic weighted average shares of common stock outstanding. (2) Excludes 10,062,500 Redeemable Warrants and Private Placement Warrants. The Redeemable Warrants and Private Placement Warrants are exercisable at $11.00 per share. As the warrants are deemed anti-dilutive, they are excluded from the calculation of earnings per shares. |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table presents the changes in AROs as recorded in other long-term liabilities in the consolidated balance sheets: For the year ended December 31, 2021 2020 Balance at beginning of year $ 4,446 $ 683 Additional obligations incurred 3,024 3,689 Accretion expense 174 74 Liabilities settled or disposed in the current year (16) — Balance at end of year $ 7,628 $ 4,446 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | Income tax expense is composed of the following: For the year ended December 31, 2021 2020 Current: Federal $ — $ — State 76 23 Total current expense 76 23 Deferred: Federal (1,518) 1,851 State 1,737 (1,791) Total deferred expense $ 219 $ 60 Income tax expense $ 295 $ 83 |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents a reconciliation of the income tax benefit computed at the U.S. federal statutory rate and the Company’s income tax expense / (benefit) (in thousands): For the year ended December 31, 2021 2020 Income tax benefit – computed as 21% of pretax loss $ 2,793 $ (379) Effect of noncontrolling interests and redeemable noncontrolling interests (1,491) 1,823 State tax, net of federal benefit 1,138 (1,736) State valuation allowance 294 339 Transaction costs related to the Merger (1,713) — Effect of tax credits (28) (153) Change in fair value of redeemable warrant and alignment shares liability (563) — Other (135) 189 Income tax expense $ 295 $ 83 Effective income tax rate 2.2 % (4.6) % |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2021 and 2020, the Company’s deferred tax assets and liabilities are comprised of the following: As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 42,814 $ 20,000 Intangible liabilities 807 1,206 Deferred financing costs 271 277 Tax credits 615 810 Deferred site lease 528 73 Asset retirement obligation 2,018 1,154 Stock-based compensation 73 50 Sec. 163(j) interest limitation 11,776 7,947 Total deferred tax assets $ 58,902 $ 31,517 Valuation allowance (633) (339) Net deferred tax assets $ 58,269 $ 31,178 Deferred tax liabilities: Property, plant and equipment $ (34,918) $ (18,537) Intangible assets (784) (1,089) Investments in partnerships (32,170) (22,553) Total deferred tax liabilities (67,872) (42,179) Net deferred tax liability $ (9,603) $ (11,001) |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 09, 2021 |
Concentration Risk [Line Items] | ||||
Percent of voting interest | 50.00% | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Allowance for uncollectible accounts receivable | $ 400 | $ 0 | ||
Estimated fair-value of long-term debt | 562,100 | 400,900 | ||
Gain on fair value re-measurement of contingent consideration | $ 2,800 | 0 | ||
Alignment shares outstanding (in shares) | 1,408,750 | |||
Volatility rate | 70.00% | |||
Risk-free interest rate | 1.40% | |||
Redeemable warrant liability | $ 49,933 | 0 | $ 47,600 | |
Loss on fair value remeasurement of redeemable warrant liability | 2,332 | 0 | ||
Alignment shares liability | 127,474 | 0 | $ 132,500 | |
Gain on fair value remeasurement of alignment shares | 5,013 | 0 | ||
Other long-term liabilities | 5,587 | 6,774 | ||
Impairment loss | 0 | 0 | ||
Other revenue | 71,800 | 45,278 | ||
Other | ||||
Concentration Risk [Line Items] | ||||
Other revenue | 975 | 246 | ||
Solar | ||||
Concentration Risk [Line Items] | ||||
Earnout cash payments | $ 10,500 | |||
Liability for contingent consideration | $ 2,300 | 5,100 | ||
Minimum | ||||
Concentration Risk [Line Items] | ||||
Site lease agreement amortization period | 15 years | |||
Amortization period of customer contracts | 15 years | |||
Maximum | ||||
Concentration Risk [Line Items] | ||||
Site lease agreement amortization period | 30 years | |||
Amortization period of customer contracts | 25 years | |||
Lease Agreements | ||||
Concentration Risk [Line Items] | ||||
Other long-term liabilities | $ 2,100 | $ 1,200 | ||
Common Class B | ||||
Concentration Risk [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | |||
Class A Common Stock | ||||
Concentration Risk [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | |||
IPO | ||||
Concentration Risk [Line Items] | ||||
Redeemable warrants issued (in shares) | 10,062,500 | |||
IPO | Class A Common Stock | ||||
Concentration Risk [Line Items] | ||||
Redeemable warrants issued (in shares) | 10,062,500 | |||
Private Placement Warrants | IPO | ||||
Concentration Risk [Line Items] | ||||
Redeemable warrants issued (in shares) | 7,366,667 | |||
Exercise price of warrants (in usd per share) | $ 11 | |||
Exercisable warrants (in shares) | 9,366,667 | |||
Private Placement Warrants | IPO | Class A Common Stock | ||||
Concentration Risk [Line Items] | ||||
Exercise price of warrants (in usd per share) | $ 11 | |||
Private Placement Warrants | IPO | Amended And Restated Promissory Note | ||||
Concentration Risk [Line Items] | ||||
Redeemable warrants issued (in shares) | 2,000,000 | |||
Accounts Receivable | Customer Concentration Risk | Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 16.00% | 12.40% | ||
Accounts Receivable | Customer Concentration Risk | Customer Two | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 11.70% | |||
Revenue Benchmark | Customer Concentration Risk | Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 3.40% | 10.40% | ||
Revenue Benchmark | Customer Concentration Risk | Customer Two | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 11.70% |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash | $ 325,983 | $ 33,832 | |
Current portion of restricted cash | 2,544 | 3,465 | |
Restricted cash, noncurrent portion | 1,794 | 909 | |
Total | $ 330,321 | $ 38,206 | $ 32,137 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 09, 2021USD ($)$ / sharesshares | Dec. 09, 2021USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 87,464 | 87,464 | ||
Common stock, authorized (in shares) | shares | 990,000,000 | 990,000,000 | 988,591,250 | 988,591,250 |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, authorized (in shares) | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Redeemable preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Shares issued in PIPE financing (in shares) | shares | 42,500,000 | |||
Purchase price per share (in usd per share) | $ / shares | $ 10 | |||
Proceeds from PIPE Investment | $ | $ 425,000 | |||
Director | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Purchase price per share (in usd per share) | $ / shares | $ 10 | |||
Stock repurchased (in shares) | shares | 100,000 | |||
Purchase price of shares repurchased | $ | $ 1,000 | |||
Class A Common Stock | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 87,464 | 87,464 | ||
Common stock, authorized (in shares) | shares | 988,591,250 | 988,591,250 | 988,591,250 | 10,000 |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | |||
Class A Common Stock | CBRE Acquisition Sponsor, LLC | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Proceeds from PIPE Investment | $ | $ 220,000 | |||
Common Class B | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, authorized (in shares) | shares | 1,408,750 | 1,408,750 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 |
Reverse Recapitalization - Reco
Reverse Recapitalization - Reconciliation Following Merger (Details) $ in Thousands | 11 Months Ended |
Dec. 09, 2021USD ($) | |
Reverse Recapitalization [Abstract] | |
Cash - CBAH's trust and cash (net of redemptions) | $ 212,458 |
Cash - PIPE | 425,000 |
Non-cash net liabilities assumed from CBAH | (186) |
CBAH's deferred tax assets as of the Merger | 159 |
Less: Fair value of assumed redeemable warrants | 47,601 |
Less: Fair value of assumed Alignment shares | 132,487 |
Less: transaction costs and advisory fees | 55,620 |
Net the Merger | 401,723 |
Less: non-cash net liabilities assumed from CBAH | (186) |
Less: CBAH's deferred tax assets as of the Merger | 159 |
Add: non-cash fair value of assumed redeemable warrants | 47,601 |
Add: non-cash fair value of assumed Alignment shares | 132,487 |
Add: accrued transaction costs and advisor fees | 178 |
Net contributions from the Merger and PIPE financing | $ 582,016 |
Reverse Recapitalization - Comm
Reverse Recapitalization - Common Stock Following Merger (Details) | Dec. 09, 2021shares | Dec. 08, 2021shares | Dec. 31, 2021shares | Dec. 31, 2020shares | Dec. 31, 2019shares |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 153,648,830 | 153,648,830 | 89,999,976 | ||
Shares issued in PIPE financing (in shares) | 42,500,000 | ||||
The Merger and PIPE Financing shares - Class A common stock (in shares) | 63,648,854 | ||||
Legacy Altus shares - Class A common stock (in shares) | 89,999,976 | ||||
Recapitalization exchange ratio | 87,464 | ||||
Common Stock | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 153,648,830 | 89,999,976 | 89,999,976 | ||
Common Shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock of CBAH (in shares) | 21,148,854 | ||||
CBRE Acquisition Holdings, Inc. | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 40,250,000 | ||||
Less: redemption of CBAH's shares (in shares) | (19,101,146) | ||||
CBRE Acquisition Holdings, Inc. | Common Stock | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 1,029 |
Revenue and Accounts Receivab_3
Revenue and Accounts Receivable - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | $ 71,800 | $ 45,278 |
Power purchase agreements | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | 15,731 | 11,639 |
Net metering credit agreements | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | 23,029 | 12,171 |
Solar renewable energy certificates | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | 28,271 | 18,870 |
Rental income | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | 2,114 | 259 |
Performance based incentives | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | 1,680 | 2,093 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues, net | $ 975 | $ 246 |
Revenue and Accounts Receivab_4
Revenue and Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | $ 9,218 | $ 5,752 | $ 2,030 |
Power purchase agreements | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | 1,678 | 1,388 | 574 |
Net metering credit agreements | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | 3,322 | 3,016 | 748 |
Solar renewable energy certificates | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | 3,789 | 1,108 | 342 |
Rental income | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | 350 | 37 | 5 |
Performance based incentives | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | 4 | 135 | 70 |
Other | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | $ 75 | $ 68 | $ 291 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 801,205 | $ 554,576 |
Less: Accumulated depreciation | (55,494) | (35,182) |
Property, plant and equipment, net | 745,711 | 519,394 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 6,985 | 4,874 |
Solar energy facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 757,714 | 489,580 |
Solar energy facilities | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 25 years | |
Solar energy facilities | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 32 years | |
Battery energy storage system | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 20 years | |
Property, plant and equipment | $ 3,873 | 0 |
Site work | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 15 years | |
Property, plant and equipment | $ 5,801 | 5,801 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 5,637 | 5,444 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 15 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 30 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 21,195 | $ 48,877 |
Property, plant and equipment -
Property, plant and equipment - Additional Information (Details) $ in Thousands | Nov. 19, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Feb. 28, 2020MW |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 21,500 | $ 11,900 | ||
Gain on disposal of property, plant and equipment | $ 12,842 | $ 0 | ||
JO RI Solar, LLC | ||||
Property, Plant and Equipment [Line Items] | ||||
Percent sold | 100.00% | |||
Cash consideration | $ 19,900 | |||
Nameplate capacity | MW | 4.1 | |||
Carrying amount of net liabilities | 7,100 | |||
Carrying amount of net assets | 7,100 | |||
Gain on disposal of property, plant and equipment | $ 12,800 |
Intangible Assets and Intangi_3
Intangible Assets and Intangible Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 19,057 | $ 13,213 |
Accumulated amortization: | (2,355) | (1,455) |
Total intangible assets, net | 16,702 | 11,758 |
Customer acquisition costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | 6,008 | 5,928 |
Accumulated amortization: | $ (1,015) | (671) |
Customer acquisition costs | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 16 years | |
Site lease acquisition | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 1,657 | 1,013 |
Accumulated amortization: | $ (209) | (142) |
Site lease acquisition | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 17 years | |
Favorable rate revenue contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 11,222 | 6,272 |
Accumulated amortization: | $ (1,120) | (642) |
Favorable rate revenue contracts | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 13 years | |
Favorable operation and maintenance contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 135 | |
Accumulated amortization: | $ (11) | 0 |
Favorable operation and maintenance contracts | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 4 years | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | $ 35 | $ 0 |
Other | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 5 years |
Intangible Assets and Intangi_4
Intangible Assets and Intangible Liabilities - Intangible Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible liabilities, net | $ 13,758 | $ 4,647 |
Unfavorable rate revenue contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: | 16,988 | 6,183 |
Accumulated amortization: | $ (3,230) | $ (1,536) |
Unfavorable rate revenue contracts | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 5 years |
Intangible Assets and Intangi_5
Intangible Assets and Intangible Liabilities - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 0.9 | $ 0.7 |
Amortization benefit | $ 1.7 | $ 0.8 |
Intangible Assets and Intangi_6
Intangible Assets and Intangible Liabilities - Annual Amortization on Intangibles (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2022 | $ (2,151) |
2023 | (930) |
2024 | 340 |
2025 | 320 |
2026 | 425 |
Customer acquisition costs | |
Finite-Lived Intangible Assets [Line Items] | |
2022 | 369 |
2023 | 369 |
2024 | 369 |
2025 | 353 |
2026 | 353 |
Site lease acquisition | |
Finite-Lived Intangible Assets [Line Items] | |
2022 | 97 |
2023 | 97 |
2024 | 97 |
2025 | 97 |
2026 | 97 |
Favorable rate revenue contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2022 | 878 |
2023 | 878 |
2024 | 763 |
2025 | 705 |
2026 | 705 |
Favorable operation and maintenance contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2022 | 33 |
2023 | 33 |
2024 | 8 |
2025 | 8 |
2026 | 8 |
Unfavorable rate revenue contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2022 | (3,528) |
2023 | (2,307) |
2024 | (897) |
2025 | (843) |
2026 | $ (738) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Dec. 31, 2021USD ($)MW | Oct. 28, 2021USD ($)MW | Oct. 22, 2021USD ($)MW | Aug. 25, 2021USD ($)MW | Jul. 29, 2021USD ($)MW | Jan. 14, 2021USD ($)MW | Dec. 22, 2020USD ($)MW | Oct. 30, 2020USD ($)MW | Aug. 14, 2020USD ($)MW | Aug. 12, 2020USD ($)MW | Feb. 28, 2020USD ($)MW | Dec. 31, 2021USD ($)MW | Dec. 31, 2021USD ($)MW | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Additional obligations incurred | $ 3,024 | $ 3,689 | ||||||||||||
Acquisition costs | 1,489 | 1,015 | ||||||||||||
True Green | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 79 | |||||||||||||
Percent of ownership interest acquired | 100.00% | |||||||||||||
Acquisition costs | $ 900 | |||||||||||||
Revenues | $ 8,400 | |||||||||||||
Net income (loss) | 5,100 | |||||||||||||
True Green | Provisional accounting | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 197,436 | |||||||||||||
True Green | Measurement period adjustments | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | (535) | |||||||||||||
Decrease in goodwill from measurement period adjustments | (1,365) | |||||||||||||
Increase in property, plant and equipment from measurement period adjustments | 310 | |||||||||||||
Increase in intangible assets from measurement period adjustments | $ 510 | |||||||||||||
Stellar HI Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration transferred | $ 6,400 | |||||||||||||
Property, plant and equipment | 10,600 | |||||||||||||
Additional obligations incurred | 100 | |||||||||||||
Acquisition costs | 100 | |||||||||||||
Revenues | 200 | |||||||||||||
Net income (loss) | 0 | |||||||||||||
Cash | 200 | |||||||||||||
Restricted cash | 300 | |||||||||||||
Accounts receivable | 200 | |||||||||||||
Financing lease obligations | 4,100 | |||||||||||||
Intangible liabilities | $ 700 | |||||||||||||
Weighted average amortization period | 11 years | |||||||||||||
Stellar HI Acquisition | Solar Projects | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 3.1 | |||||||||||||
Stellar HI Acquisition | Battery energy storage system | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 2.1 | |||||||||||||
Solar | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 61.5 | |||||||||||||
Purchase price | $ 127,008 | |||||||||||||
Acquisition costs | 500 | |||||||||||||
Percentage of shares acquired | 100.00% | |||||||||||||
Earnout cash payments | $ 10,500 | |||||||||||||
Liability for contingent consideration | $ 2,300 | $ 2,300 | 2,300 | $ 5,100 | ||||||||||
Gridley Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 4.3 | |||||||||||||
Consideration transferred | $ 5,000 | |||||||||||||
Transaction related costs | 100 | |||||||||||||
Property, plant and equipment | 5,300 | |||||||||||||
Other liabilities | $ 300 | |||||||||||||
Stellar CNI Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 4.4 | |||||||||||||
Consideration transferred | $ 5,800 | $ 400 | ||||||||||||
Transaction related costs | 200 | |||||||||||||
Property, plant and equipment | 5,900 | |||||||||||||
Additional obligations incurred | $ 100 | |||||||||||||
Beaver Run Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 9.9 | |||||||||||||
Consideration transferred | $ 13,500 | |||||||||||||
Property, plant and equipment | 13,500 | |||||||||||||
Additional obligations incurred | 400 | |||||||||||||
Other assets | $ 400 | |||||||||||||
Landmark Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 2.6 | 2.6 | 2.6 | |||||||||||
Consideration transferred | $ 3,600 | |||||||||||||
Property, plant and equipment | 3,600 | |||||||||||||
Additional obligations incurred | 100 | |||||||||||||
Other assets | 200 | $ 200 | $ 200 | |||||||||||
Redeemable non-controlling interest | $ 300 | |||||||||||||
FUSE | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 1.9 | |||||||||||||
Consideration transferred | $ 2,400 | |||||||||||||
Property, plant and equipment | 2,900 | |||||||||||||
Cash | 100 | |||||||||||||
Restricted cash | 300 | |||||||||||||
Long-term debt | $ 900 | |||||||||||||
SunPeak | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 21.9 | |||||||||||||
Consideration transferred | $ 10,900 | |||||||||||||
Transaction related costs | 400 | |||||||||||||
Property, plant and equipment | 24,983 | |||||||||||||
Cash | 400 | |||||||||||||
Restricted cash | 1,800 | |||||||||||||
Long-term debt | $ 15,051 | |||||||||||||
Beltline | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 4 | |||||||||||||
Consideration transferred | $ 6,100 | |||||||||||||
Property, plant and equipment | 6,000 | |||||||||||||
Other assets | $ 100 | |||||||||||||
Charlotte Solar | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nameplate capacity | MW | 2.4 | |||||||||||||
Consideration transferred | $ 8,000 | |||||||||||||
Transaction related costs | 100 | |||||||||||||
Property, plant and equipment | $ 6,293 | |||||||||||||
Charlotte Solar | NEVADA | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of shares acquired | 100.00% | |||||||||||||
Charlotte Solar | VERMONT | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of shares acquired | 100.00% |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed from Business Combination (Details) - USD ($) $ in Thousands | Aug. 25, 2021 | Dec. 22, 2020 |
True Green | Provisional accounting | ||
Assets | ||
Accounts receivable | $ 3,420 | |
Other assets | 510 | |
Property, plant and equipment | 201,150 | |
Intangible assets | 5,225 | |
Total assets acquired | 210,305 | |
Liabilities | ||
Accounts payable | 23 | |
Long-term debt | 1,795 | |
Intangible liabilities | 10,115 | |
Asset retirement obligation | 1,998 | |
Other liabilities | 935 | |
Total liabilities assumed | 14,866 | |
Noncontrolling interests | 4,315 | |
Goodwill | 1,965 | |
Total fair value of consideration transferred, net of cash acquired | 193,089 | |
True Green | Measurement period adjustments | ||
Assets | ||
Measurement period adjustments, accounts receivable | 32 | |
Measurement period adjustments, other assets | 0 | |
Measurement period adjustments, property, plant and equipment | 310 | |
Measurement period adjustments, intangible assets | 510 | |
Measurement period adjustments, total assets acquired | 852 | |
Liabilities | ||
Measurement period adjustments, accounts payable | (23) | |
Measurement period adjustments, long-term debt | 0 | |
Measurement period adjustments, intangible liabilities | (10) | |
Measurement period adjustments, asset retirement obligation | 0 | |
Measurement period adjustments, other liabilities | 55 | |
Measurement period adjustments, total liabilities assumed | 22 | |
Measurement period adjustments, Non-controlling interests | 0 | |
Measurement period adjustments, Goodwill | (1,365) | |
Measurement period adjustments, Total fair value of consideration transferred, net of cash acquired | (535) | |
True Green | Final Allocation | ||
Assets | ||
Accounts receivable | 3,452 | |
Other assets | 510 | |
Property, plant and equipment | 201,460 | |
Intangible assets | 5,735 | |
Total assets acquired | 211,157 | |
Liabilities | ||
Accounts payable | 0 | |
Long-term debt | 1,795 | |
Intangible liabilities | 10,105 | |
Asset retirement obligation | 1,998 | |
Other liabilities | 990 | |
Total liabilities assumed | 14,888 | |
Noncontrolling interests | 4,315 | |
Goodwill | 600 | |
Total fair value of consideration transferred, net of cash acquired | $ 192,554 | |
Solar | ||
Assets | ||
Accounts receivable | $ 2,000 | |
Other assets | 672 | |
Property, plant and equipment | 128,050 | |
Intangible assets | 960 | |
Total assets acquired | 131,682 | |
Liabilities | ||
Accounts payable | 747 | |
Intangible liabilities | 1,020 | |
Asset retirement obligation | 2,571 | |
Other liabilities | 441 | |
Total liabilities assumed | 4,779 | |
Noncontrolling interests | 8,475 | |
Total fair value of consideration transferred, net of cash acquired | $ 118,428 |
Acquisitions - Fair Value of Co
Acquisitions - Fair Value of Consideration Transferred (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 25, 2021 | Dec. 22, 2020 | Dec. 31, 2021 |
True Green | Provisional accounting | ||||
Business Acquisition [Line Items] | ||||
Cash consideration to the seller on closing | $ 136,689 | |||
Cash consideration paid to settle debt and interest rate swaps on behalf of the seller | 51,523 | |||
Cash in escrow accounts | 2,738 | |||
Purchase price payable | 6,486 | |||
Total fair value of consideration transferred | 197,436 | |||
Cash acquired | 229 | |||
Restricted cash acquired | 4,118 | |||
Total fair value of consideration transferred, net of cash acquired | 193,089 | |||
True Green | Measurement period adjustments | ||||
Business Acquisition [Line Items] | ||||
Cash consideration to the seller on closing | 0 | |||
Cash consideration paid to settle debt and interest rate swaps on behalf of the seller | 0 | |||
Cash in escrow accounts | (112) | |||
Purchase price payable | (423) | |||
Total fair value of consideration transferred | (535) | |||
Cash acquired | 0 | |||
Restricted cash acquired | 0 | |||
Total fair value of consideration transferred, net of cash acquired | (535) | |||
True Green | Final Allocation | ||||
Business Acquisition [Line Items] | ||||
Cash consideration to the seller on closing | 136,689 | |||
Cash consideration paid to settle debt and interest rate swaps on behalf of the seller | 51,523 | |||
Cash in escrow accounts | 2,626 | |||
Purchase price payable | 6,063 | |||
Total fair value of consideration transferred | 196,901 | |||
Cash acquired | 229 | |||
Restricted cash acquired | 4,118 | |||
Total fair value of consideration transferred, net of cash acquired | $ 192,554 | |||
Solar | ||||
Business Acquisition [Line Items] | ||||
Cash consideration to the seller on closing | $ 29,849 | |||
Purchase price payable | $ 2,600 | $ 4,500 | ||
Cash consideration paid to settle debt | 84,883 | |||
Cash consideration payable to the seller | 7,176 | |||
Contingent consideration | 5,100 | |||
Total fair value of consideration transferred | 127,008 | |||
Cash acquired | 4,868 | |||
Restricted cash acquired | 3,712 | |||
Total fair value of consideration transferred, net of cash acquired | $ 118,428 |
Acquisitions - Estimated Fair V
Acquisitions - Estimated Fair Value and Weighted Average Amortization Period of Acquired Assets and Assumed Intangible Liabilities (Details) - USD ($) $ in Thousands | Aug. 25, 2021 | Dec. 31, 2021 |
True Green | Site lease acquisition | ||
Business Acquisition [Line Items] | ||
Fair Value, Favorable rate revenue | $ 650 | |
Weighted Average Amortization Period | 13 years | |
True Green | PPA | Favorable rate revenue contracts | ||
Business Acquisition [Line Items] | ||
Fair Value, Favorable rate revenue | $ 4,500 | |
Weighted Average Amortization Period | 20 years | |
True Green | PPA | Unfavorable rate revenue contracts | ||
Business Acquisition [Line Items] | ||
Fair Value, Unfavorable rate revenue | $ (6,635) | |
Weighted Average Amortization Period | 12 years | |
True Green | SREC | Favorable rate revenue contracts | ||
Business Acquisition [Line Items] | ||
Fair Value, Favorable rate revenue | $ 450 | |
Weighted Average Amortization Period | 7 years | |
True Green | SREC | Unfavorable rate revenue contracts | ||
Business Acquisition [Line Items] | ||
Fair Value, Unfavorable rate revenue | $ (3,470) | |
Weighted Average Amortization Period | 2 years | |
True Green | O&M | Favorable rate revenue contracts | ||
Business Acquisition [Line Items] | ||
Fair Value, Favorable rate revenue | $ 135 | |
Weighted Average Amortization Period | 4 years | |
Solar | SREC | Unfavorable rate revenue contracts | ||
Business Acquisition [Line Items] | ||
Fair Value, Unfavorable rate revenue | $ (750) | |
Weighted Average Amortization Period | 3 years | |
Solar | NMC | Favorable rate revenue contracts | ||
Business Acquisition [Line Items] | ||
Fair Value, Favorable rate revenue | $ 960 | |
Weighted Average Amortization Period | 5 years | |
Solar | NMC | Unfavorable rate revenue contracts | ||
Business Acquisition [Line Items] | ||
Fair Value, Unfavorable rate revenue | $ (270) | |
Weighted Average Amortization Period | 23 years |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
True Green | |||
Business Acquisition [Line Items] | |||
Operating revenues | $ 88,431 | $ 68,702 | |
Net loss | 20,020 | 3,174 | |
Stellar HI Acquisition | |||
Business Acquisition [Line Items] | |||
Operating revenues | 73,088 | 46,268 | |
Net loss | $ 13,199 | (1,704) | |
Solar | |||
Business Acquisition [Line Items] | |||
Operating revenues | 55,528 | $ 43,269 | |
Net loss | $ (2,840) | $ (8,713) |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed from Asset Acquisition (Details) - USD ($) $ in Thousands | Oct. 30, 2020 | Aug. 12, 2020 |
SunPeak | ||
Business Acquisition [Line Items] | ||
Accounts receivable | $ 384 | |
Other current assets | 71 | |
Property, plant and equipment | 24,983 | |
Intangible assets | 716 | |
Accounts payable | (141) | |
Other current liabilities | (918) | |
Long-term debt | (15,051) | |
Asset retirement obligation | (400) | |
Noncontrolling interest | (925) | |
Total cash and transaction costs paid net of cash acquired | 8,719 | |
Cash | 400 | |
Restricted cash | $ 1,800 | |
Charlotte Solar | ||
Business Acquisition [Line Items] | ||
Accounts receivable | $ 50 | |
Property, plant and equipment | 6,293 | |
Intangible assets | 911 | |
Accounts payable | (12) | |
Asset retirement obligation | (98) | |
Deferred tax liabilities | (805) | |
Total cash and transaction costs paid net of cash acquired | $ 6,339 |
Variable Interest Entity - Cons
Variable Interest Entity - Consolidated VIE Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Current assets | $ 344,404 | $ 44,797 |
Total assets | 1,113,249 | 581,560 |
Current liabilities | 32,891 | 43,452 |
Total liabilities | 771,711 | 424,254 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Current assets | 13,131 | 14,082 |
Non-current assets | 372,761 | 351,327 |
Total assets | 385,892 | 365,409 |
Current liabilities | 3,652 | 1,994 |
Non-current liabilities | 40,978 | 4,761 |
Total liabilities | $ 44,630 | $ 6,755 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Details) - Zildjian Solar V, LLC - variableInterestEntity | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | ||
Consolidated VIEs | 25 | 16 |
Percent of assets | 12.90% | |
Ownership interest | 100.00% |
Debt and Derivatives - Long-ter
Debt and Derivatives - Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 555,762 | $ 395,387 |
Unamortized discounts and premiums | (176) | (292) |
Unamortized deferred financing costs | (9,606) | (5,952) |
Current portion of long-term debt | 21,143 | 35,209 |
Long-term debt, net of unamortized debt issuance costs and current portion | 524,837 | 353,934 |
Financing Lease Obligations | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 37,601 | 0 |
Weighted average interest rate | 3.64% | |
Rated term loan | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 499,750 | 362,685 |
Weighted average interest rate | 3.51% | |
Construction loans | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 5,593 | 25,484 |
Weighted average interest rate | 2.34% | |
Term loans | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 12,818 | $ 7,218 |
Weighted average interest rate | 2.34% |
Debt and Derivatives - Addition
Debt and Derivatives - Additional Information (Details) $ in Thousands | Aug. 25, 2021USD ($)MW | Dec. 31, 2021USD ($)FacilityMW | Dec. 31, 2020USD ($) | Oct. 22, 2021MW | Aug. 24, 2021 | Oct. 23, 2020USD ($) | Jan. 10, 2020USD ($) |
Line of Credit Facility [Line Items] | |||||||
Payment of debt issuance costs | $ 2,628 | $ 1,584 | |||||
Premium paid | 3,245 | 0 | |||||
Repayment of outstanding loan | 160,487 | 55,754 | |||||
Long-term debt | 518,161 | ||||||
Sale-leaseback transactions net of transaction costs | 1,100 | ||||||
Assumed financing lease liability | 36,500 | ||||||
Payment of financing obligation | 500 | ||||||
Interest expense | 400 | ||||||
Debt principal amount | 555,762 | 395,387 | |||||
Minimum lease payments | 26,603 | ||||||
Investment tax credit | 13,200 | ||||||
Implied interest on financing lease obligation | $ 2,600 | ||||||
Zildjian XI | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of solar energy facilities sold | Facility | 8 | ||||||
Nameplate capacity of sold facilities | MW | 16.1 | ||||||
Proceeds from sale of solar energy facilities | $ 44,000 | ||||||
Initial term | 10 years | ||||||
Sale-leaseback transactions net of transaction costs | $ 1,200 | ||||||
True Green | |||||||
Line of Credit Facility [Line Items] | |||||||
Nameplate capacity | MW | 79 | ||||||
Stellar HI Acquisition | |||||||
Line of Credit Facility [Line Items] | |||||||
Difference between minimum lease payments and fair value of finance lease obligations | 400 | ||||||
Fifth Third Bank | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding principal balance | 10,000 | 7,200 | |||||
Remaining borrowing capacity | 0 | 2,800 | |||||
Deutsche Bank | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding principal balance | 600 | 300 | |||||
Remaining borrowing capacity | 11,900 | 12,200 | |||||
Minimum | Zildjian XI | |||||||
Line of Credit Facility [Line Items] | |||||||
Prepaid rent | 12,200 | ||||||
Maximum | Zildjian XI | |||||||
Line of Credit Facility [Line Items] | |||||||
Prepaid rent | 30,600 | ||||||
Related Term Loan | Blackstone Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Face amount | 251,000 | ||||||
Amended Rated Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding principal balance | 500,000 | 362,700 | |||||
Debt issuance costs | $ 8,400 | 5,900 | |||||
Amended Rated Term Loan | Blackstone Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Increase in borrowing capacity | $ 135,600 | ||||||
Maximum borrowing capacity | $ 503,000 | ||||||
Weighted average interest rate | 3.51% | 3.70% | |||||
Initial amortization rate | 2.50% | ||||||
Debt instrument term | 8 years | ||||||
Amortization step up rate | 4.00% | ||||||
Payment of debt issuance costs | $ 5,200 | ||||||
Amortization period | 10 years | ||||||
Financing costs incurred | $ 1,200 | ||||||
Unamortized deferred financing costs | 1,800 | ||||||
Premium paid | 1,400 | ||||||
Amended Rated Term Loan | Blackstone Credit Facility | True Green | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from lines of credit | 126,400 | ||||||
Amended Rated Term Loan | Blackstone Credit Facility | Stellar HI Acquisition | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from lines of credit | $ 2,700 | ||||||
FastSun Loans | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument term | 6 months | ||||||
Interest rate | 6.50% | ||||||
Repayment of outstanding loan | $ 4,900 | ||||||
Debt interest expense | $ 100 | 700 | |||||
Construction Loan To Term Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee percentage | 0.50% | ||||||
Remaining borrowing capacity | $ 169,700 | 160,700 | |||||
Construction Loan To Term Loan Facility | Fifth Third Bank | |||||||
Line of Credit Facility [Line Items] | |||||||
Additional borrowing capacity | $ 10,000 | ||||||
Construction Loan To Term Loan Facility | Letter of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Face amount | $ 12,500 | ||||||
Construction loans | Construction Loan To Term Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Face amount | $ 187,500 | ||||||
Long-term debt | 5,600 | 20,600 | |||||
Interest costs incurred | 300 | 0 | |||||
Term loans | Construction Loan To Term Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term debt | $ 12,300 | 6,200 | |||||
Financing Lease Obligations | |||||||
Line of Credit Facility [Line Items] | |||||||
Weighted average interest rate | 3.64% | ||||||
Debt principal amount | $ 37,601 | $ 0 | |||||
Financing Lease Obligations | True Green | |||||||
Line of Credit Facility [Line Items] | |||||||
Nameplate capacity | MW | 1.2 | ||||||
Financing Lease Obligations | True Green | Provisional accounting | |||||||
Line of Credit Facility [Line Items] | |||||||
Assumed financing lease liability | $ 1,800 | ||||||
Beaver Run Acquisition | |||||||
Line of Credit Facility [Line Items] | |||||||
Nameplate capacity | MW | 9.9 | ||||||
Beaver Run Acquisition | Amended Rated Term Loan | Blackstone Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from lines of credit | $ 8,800 |
Debt and Derivatives - Minimum
Debt and Derivatives - Minimum Lease Payments Under Failed Sale-Leasebacks (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 2,245 |
2023 | 2,336 |
2024 | 2,340 |
2025 | 2,353 |
2026 | 2,336 |
Thereafter | 14,993 |
Total | $ 26,603 |
Debt and Derivatives - Principa
Debt and Derivatives - Principal Maturity of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 18,898 |
2023 | 13,290 |
2024 | 13,136 |
2025 | 13,111 |
2026 | 13,126 |
Thereafter | 446,600 |
Total principal payments | $ 518,161 |
Equity (Details)
Equity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 09, 2021 | |
Class of Stock [Line Items] | |||
Common stock, authorized (in shares) | 988,591,250 | 988,591,250 | 990,000,000 |
Common stock, outstanding (in shares) | 153,648,830 | 89,999,976 | 153,648,830 |
Common stock dividends | $ 0 | $ 0 | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, authorized (in shares) | 988,591,250 | 10,000 | 988,591,250 |
Common stock, outstanding (in shares) | 153,648,830 | 1,029 |
Redeemable Preferred Stocks - A
Redeemable Preferred Stocks - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 09, 2021 | |
Class of Stock [Line Items] | |||
Costs | $ 0.3 | $ 0.6 | |
Unpaid costs | $ 0 | $ 0.1 | |
Redeemable preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Redeemable preferred stock, issued (in shares) | 0 | 0 | |
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Fixed rate dividend | 8.00% | ||
Preferred stock dividends | $ 17.8 | $ 15 | |
Preferred stock dividends paid | 21.8 | ||
Accrued dividends | 17.8 | 4 | |
Preferred stock dividends unpaid | $ 0 | $ 4 | |
Commitment fee percentage | 0.50% |
Redeemable Preferred Stocks - S
Redeemable Preferred Stocks - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Units | ||
Beginning balance (in shares) | 0 | |
Ending balance (in shares) | 0 | 0 |
Series A Preferred Stock | ||
Units | ||
Beginning balance (in shares) | 208,000 | 176,500 |
Issuance of Series A preferred stock (in shares) | 82,000 | 31,500 |
Accretion of Series A preferred stock (in shares) | 0 | |
Accrued dividends and commitment fees on Series A preferred stock (in shares) | 0 | 0 |
Payment of dividends and commitment fees on Series A preferred stock (in shares) | 0 | 0 |
Redemption of Series A preferred stock and outstanding accrued dividends (in shares) | (290,000) | |
Ending balance (in shares) | 0 | 208,000 |
Amount | ||
Beginning balance | $ 203,747 | $ 167,441 |
Issuance of Series A preferred stock | 82,000 | 31,500 |
Accretion of Series A preferred stock | 8,417 | 2,166 |
Accrued dividends and commitment fees on Series A preferred stock | 18,043 | 15,590 |
Payment of dividends and commitment fees on Series A preferred stock | (22,207) | (12,950) |
Redemption of Series A preferred stock | (290,000) | |
Ending balance | $ 0 | $ 203,747 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | ||
Redeemable noncontrolling interest, beginning balance | $ 18,311 | $ 3,411 |
Cash contributions | 0 | 10,681 |
Cash distributions | (1,087) | (411) |
Noncontrolling Interest, Increase From Business Combination, Redeemable | 254 | 4,380 |
Assumed noncontrolling interest through business combination | 4,315 | 5,020 |
Redemption of redeemable noncontrolling interests | (1,630) | 0 |
Net income (loss) attributable to noncontrolling interest | (321) | 250 |
Redeemable noncontrolling interest, ending balance | $ 15,527 | $ 18,311 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantor Obligations [Line Items] | ||
Guarantor term | 15 years | |
Site lease expense | $ 4.4 | $ 3.1 |
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 |
Commitment and Contingencies _2
Commitment and Contingencies - Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 6,035 |
2023 | 6,486 |
2024 | 6,578 |
2025 | 6,564 |
2026 | 6,620 |
Thereafter | 85,494 |
Total lease payments | $ 117,777 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 09, 2021 | Feb. 21, 2020 | Nov. 22, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 0 | $ 0 | |||
Due from related parties | 0 | 0 | |||
Interest payable | 4,494 | 2,665 | |||
Purchase price per share (in usd per share) | $ 10 | ||||
Director | |||||
Related Party Transaction [Line Items] | |||||
Stock repurchased (in shares) | 100,000 | ||||
Purchase price per share (in usd per share) | $ 10 | ||||
Purchase price of shares repurchased | $ 1,000 | ||||
GSO Capital Partners | |||||
Related Party Transaction [Line Items] | |||||
Notes issued | $ 4,000 | ||||
Sound Solar Systems, LLC | |||||
Related Party Transaction [Line Items] | |||||
Consideration transferred | $ 300 | ||||
Service fee | 0 | 100 | |||
Rated term loan | |||||
Related Party Transaction [Line Items] | |||||
Related party interest expense | 14,900 | 9,500 | |||
Interest payable | $ 4,500 | $ 2,600 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net income attributable to Altus Power, Inc. | $ 5,906 | $ 6,793 |
Income attributable to participating securities | (90) | (108) |
Net income attributable to common stockholders - basic | 5,816 | 6,685 |
Net income attributable to common stockholders - diluted | $ 5,816 | $ 6,685 |
Weighted-average common shares outstanding – basic (in shares) | 92,751,839 | 88,741,089 |
Weighted-average common shares outstanding – diluted (in shares) | 96,603,428 | 90,858,718 |
Net income attributable to common stockholders per share - basic (in usd per share) | $ 0.06 | $ 0.08 |
Net income attributable to common stockholders per share - diluted (in usd per share) | $ 0.06 | $ 0.07 |
Restricted Stock Units (RSUs) | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Dilutive shares | 2,596,702 | 866,075 |
Restricted Stock | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Dilutive shares | 1,254,887 | 1,251,554 |
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) | 1,259,887 | |
Warrant | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from of earnings per share (in shares) | 10,062,500 | |
Exercise price of warrants (in usd per share) | $ 11 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 4,446 | $ 683 |
Additional obligations incurred | 3,024 | 3,689 |
Accretion expense | 174 | 74 |
Liabilities settled or disposed in the current year | (16) | 0 |
Balance at end of period | $ 7,628 | $ 4,446 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ in Thousands | Dec. 09, 2021 | Jul. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 100 | $ 100 | ||
Common stock, issued (in shares) | 153,648,830 | 89,999,976 | ||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation vesting period | 3 years | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation vesting period | 4 years | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense | $ 200 | |||
Weighted average period of recognition | 2 years | |||
Granted in period (in shares) | 0 | |||
Stock-based compensation | $ 0 | |||
APAMH Restricted Unit Plan | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for future issuance | 244,328 | 731,905 | ||
Holdings Restricted Units Plan | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for future issuance | 840,000 | 0 | ||
Omnibus Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent subject to hurdle achievement | 25.00% | |||
Share price hurdle to satisfy performance condition (in usd per share) | 10 | |||
Omnibus Incentive Plan | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of stock subject to conversion | 5.00% | |||
Omnibus Incentive Plan | Performance-Based Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of stock subject to conversion | 80.00% | |||
Percent of award vesting rights | 33.33% | |||
Omnibus Incentive Plan | Time-Based Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of award vesting rights | 33.33% | |||
Employee Stock Purchase Plan | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, issued (in shares) | 0 | |||
Stock-based compensation | $ 0 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 76 | 23 |
Total current expense | 76 | 23 |
Deferred: | ||
Federal | (1,518) | 1,851 |
State | 1,737 | (1,791) |
Total deferred expense | 219 | 60 |
Income tax expense | $ 295 | $ 83 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit – computed as 21% of pretax loss | $ 2,793 | $ (379) |
Effect of noncontrolling interests and redeemable noncontrolling interests | (1,491) | 1,823 |
State tax, net of federal benefit | 1,138 | (1,736) |
State valuation allowance | 294 | 339 |
Transaction costs related to the Merger | (1,713) | 0 |
Effect of tax credits | (28) | (153) |
Change in fair value of redeemable warrant and alignment shares liability | (563) | 0 |
Other | (135) | 189 |
Income tax expense | $ 295 | $ 83 |
Effective income tax rate | 2.20% | (4.60%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 42,814 | $ 20,000 |
Intangible liabilities | 807 | 1,206 |
Deferred financing costs | 271 | 277 |
Tax credits | 615 | 810 |
Deferred site lease | 528 | 73 |
Asset retirement obligation | 2,018 | 1,154 |
Stock-based compensation | 73 | 50 |
Sec. 163(j) interest limitation | 11,776 | 7,947 |
Total deferred tax assets | 58,902 | 31,517 |
Valuation allowance | (633) | (339) |
Net deferred tax assets | 58,269 | 31,178 |
Deferred tax liabilities: | ||
Property, plant and equipment | (34,918) | (18,537) |
Intangible assets | (784) | (1,089) |
Investments in partnerships | (32,170) | (22,553) |
Total deferred tax liabilities | (67,872) | (42,179) |
Net deferred tax liability | $ (9,603) | $ (11,001) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
US federal net operating loss carryforwards | $ 177,400 | $ 80,300 |
Net operating loss carryforwards | 140,400 | |
State net operating loss carryforwards | 87,700 | 48,600 |
Valuation allowance | 633 | 339 |
Interest expense limitation carryforward | 45,400 | 31,000 |
Unrecognized tax positions | 0 | |
Internal Revenue Code Section 382 | ||
Operating Loss Carryforwards [Line Items] | ||
US federal net operating loss carryforwards | $ 48,400 | $ 48,400 |