MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a developer, owner and operator of large-scale roof, ground and carport-based photovoltaic (“ PV ”) and energy storage systems serving commercial and industrial, public sector and community solar customers. Our mission is to create a clean electrification ecosystem and drive the clean energy transition of our customers across the United States while simultaneously enabling the adoption of corporate environmental, social and governance (“ ESG ”) targets. In order to achieve our mission, we develop, own and operate a network of solar generation and energy storage facilities. We believe we have the in-house expertise to develop, build and provide operations and maintenance and customer service for our assets. The strength of our platform is enabled by premier sponsorship from The Blackstone Group (“ Blackstone ”), which provides an efficient capital source and access to a network of portfolio companies, and CBRE Group, Inc. (“ CBRE ”), which provides direct access to its portfolio of owned and managed commercial and industrial (“ C&I ”) properties.
We own systems across the United States from Hawaii to Maine. Our portfolio currently consists of over 1 gigawatt (“ GW ”) of solar PV. We have long-term power purchase agreements (“ PPA ”) with over 450 enterprise entities and contracts with over 36,000 residential customers which are serviced by over 360 megawatts (“ MW ”) of community solar projects currently in operation. Our community solar projects are currently serving customers in 9 states. We also participate in numerous solar renewable energy credit (“ SREC ”) programs throughout the country. We have experienced significant growth in the last fiscal year as a product of organic growth and targeted acquisitions and operate in 25 states, providing clean electricity to our customers equal to the electricity consumption of approximately 100,000 homes, displacing over 800,000 tons of CO2 emissions per annum.
Recent Developments
On February 5, 2025, Altus Power entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Avenger Parent, Inc., a Delaware corporation (“ Parent ”), and Avenger Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which, subject to the satisfaction or waiver of the terms and conditions set forth therein, Merger Sub will be merged with and into Altus Power (the “ Merger ”), with Altus Power surviving the Merger as a wholly owned subsidiary of Parent (the “ Surviving Corporation ”). Parent and Merger Sub are subsidiaries of TPG Global, LLC through its TPG Rise Climate Transition Infrastructure fund (“ TPG ”).
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), and by virtue of the Merger, each share of Class A common stock, par value $0.0001 per share, of the Altus Power (“ Class A common stock ”) that is issued and outstanding immediately prior to the Effective Time, including shares of Class A common stock issued upon conversion of shares of Class B common stock, par value $0.0001 per share, of Altus Power (“ Class B common stock ” and collectively with the Class A common stock, the “ Altus Common Stock ”) (other than (i) shares of Altus Common Stock owned directly by Parent, Merger Sub or their subsidiaries immediately prior to the Effective Time or held by Altus Power as treasury stock (which will be automatically canceled for no consideration), (ii) shares of Altus Common Stock as to which statutory rights of appraisal have been properly and validly exercised under Delaware law or (iii) shares of Class A Common Stock contributed to Parent by the Rollover Stockholders (as defined below) prior to the Effective Time), will be automatically canceled and converted into the right to receive an amount in cash equal to $5.00 (as may be adjusted pursuant to the Merger Agreement), payable to the holder thereof, without interest, subject to any required withholding of taxes.
The board of directors has unanimously approved and declared to be in the best interest of the Company and its stockholders, the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to recommend that the stockholders of the Company adopt the Merger Agreement. The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement and the Merger at a special stockholder meeting that will be held on a date to be announced as promptly as reasonably practicable following the customary SEC review process.
The proposed transaction is expected to close in the second quarter of 2025. The consummation of the Merger is subject to customary conditions, including (i) the receipt of required approval by the Company’s stockholders; (ii) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other approvals, clearances or expirations of waiting periods under other antitrust laws; (iii) the receipt of approvals required pursuant to Section 203 of the Federal Power Act and Federal Energy Regulatory Commission regulations; (iv) the absence of any order or injunction prohibiting the consummation of the Merger; (v) the accuracy of the representations and warranties contained in the Merger Agreement and compliance with the covenants contained in the Merger Agreement, in each case, subject to customary qualifications; (vi) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement; (vii) the receipt of waivers or consents required under the Company’s guaranty agreements with respect to each of the APAF III Term Loan, the APAF IV Term Loan and the APACF II Facility (each, as defined in the Merger Agreement); and (viii) the receipt of certificates certifying that the applicable conditions have been . The transaction is not subject to a financing condition. If the Merger is consummated, the Company will to be a publicly traded
company and will become a wholly owned subsidiary of Parent, and our Class A common stock will be delisted from the NYSE and deregistered pursuant to the Exchange Act.
Additional information about the Merger Agreement and the Merger is set forth in the Company’s Preliminary Proxy Statement on Schedule 14A filed with the SEC on February 25, 2025, as it may be amended or supplemented from time to time.
Comparability of Financial Information
Our historical operations and financial position may not be comparable to our current operations and financial position for reasons that include, but are not limited to, recent acquisitions as described in Note 6, “Acquisitions,” to our audited consolidated annual financial statements included elsewhere in this Report, the adoption of new accounting standards as described in Note 2, "Significant Accounting Policies," and costs associated with becoming a public company.
Key Factors Affecting Our Performance
Our results of operations and our ability to grow our business overtime could be impacted by a number of factors and trends that affect our industry generally, as well as new offerings of services and products we may acquire or seek to acquire in the future. Additionally, our business is concentrated in certain markets, putting us at risk of region-specific disruptions such as adverse economic, regulatory, political, weather and other conditions. See “Risk Factors” elsewhere in this Report for further discussion of risks affecting our business. We believe the factors discussed below are key to our success.
Execution of Growth Strategies
We believe we are in the beginning stages of a market opportunity driven by the broad shift away from traditional energy sources to renewable energy and an increasing emphasis by the C&I sector on their public commitment to decarbonization. We intend to leverage our competitive strengths and market position to become customers’ “one-stop-shop” for the clean energy transition by (i) using our existing customer and developer networks to build out our electric vehicle (" EV ") charging and energy storage offerings and establish a position comparable to that of our C&I solar market position through our existing cross-sell opportunities and (ii) partnering with Blackstone and CBRE to access their client relationships, portfolio companies, and their strong brand recognition, to increase the number of customers we can support.
Competition
We compete in the C&I scale renewable energy space with utilities, developers, independent power producers, pension funds and private equity funds for new investment opportunities. We expect to grow our market share because of the following competitive strengths:
• Development Capability: We have established an innovative approach to the development process. From site identification and customer origination through the construction phase, we’ve established a streamlined process enabling us to further create the scalability of our platform and significantly reduce the costs and time in the development process. Part of our attractiveness to our customers is our ability to ensure a high level of execution certainty. We anticipate that this ability to originate, source, develop and finance projects will ensure we can continue to grow and meet the needs of our customers.
• Long-term Revenue Contracts: Our C&I solar generation contracts have a typical length of 20 years or longer, creating long-term relationships with customers that allow us to cross-sell additional current and future products and services. The weighted-average remaining life of our current contracts is approximately 15 years. These long-term contracts are either structured at a fixed rate, often with an escalator, or floating rate pegged at a discount to the prevailing local utility rates. We refer to these latter contracts as variable rate, and as of December 31, 2024, these variable rate contracts make up approximately 55% of our current installed portfolio. During the year ended December 31, 2024, overall utility rates have been increasing in states where we have projects under variable rate contracts, but there can be no guarantee that they will continue to do so. The realization of solar power price increases varies depending on region, utility and terms of revenue contract, but generally, we would benefit from such increases in the future as inflationary pressures persist.
• Flexible Financing Solutions: We have a market-leading cost of capital in an investment-grade rated scalable credit facility from Blackstone, which enables us to be competitive bidders in asset acquisition and development. In addition to our Blackstone term loans, we also have financing available through a revolving credit facility which has $200 million of committed capacity with 5-year maturity and interest of SOFR plus spread between 160 - 260 basis points on drawn balances, a construction facility which has $200 million of committed capacity with a 5-year maturity and interest of SOFR plus 350 basis points on drawn balances, and a term loan which has $100 million of additional committed capacity with a 6-year maturity and an initial fixed interest rate of 8.50%, subject to adjustments.
• Leadership: We have a strong executive leadership team who has extensive experience in capital markets, solar development and solar construction, with over 20 years of experience each. Moreover, through the transaction structure, management and employees will continue to own a significant interest in the Company.
• CBRE Partnership: Our partnership with CBRE, the largest global real estate services company, provides us with a clear path to creating new customer relationships. Ninety percent (90%) of the Fortune 100 are CBRE clients, providing a significant opportunity for us to expand our customer base.
Construction of Solar Energy Systems
Although the solar panel market has seen an increase in supply in the past few years, most recently, there has been upward pressure on prices due to lingering issues of supply chain, interconnection and permitting delays (further discussed below), recent inflationary pressures, growth in the solar industry, regulatory policy changes, tariffs and duties (including investigations of potential circumvention of antidumping and countervailing (" AD/CV ") duties and bans against imports of solar panel materials tied to forced labor), and an increase in demand. As a result of these developments, we have been experiencing higher prices on imported solar modules. The prices of imported solar modules have increased as a result of these other factors. If there are substantial increases, it may become less economical for us to serve certain markets. Attachment rates for energy storage systems have trended higher while the price to acquire has trended downward making the addition of energy storage systems a potential area of growth for us.
Projects originated by our channel partners which we then develop, engineer and construct benefit from a shorter time from agreed terms to revenues, typically 6 to 9 months based on our historical experience. Projects that we are originating ourselves and self-developing, such as those with a lead from CBRE or Blackstone, would historically take 12 to 15 months from agreed terms to bring to commercial operation. Given the supply chain challenges and permitting and interconnection delays described above, as of December 31, 2024, these historical timelines are currently pushed out by approximately 3 to 6 months.
Seasonality
The amount of electricity our solar energy systems produce is dependent in part on the amount of sunlight, or irradiation, where the assets are located. Because of shorter daylight hours in winter months and poor weather conditions due to rain or snow results in less irradiation, the output of solar energy systems will vary depending on the season and the overall weather conditions in a year. Historically, sales of energy generated from our solar energy systems have contributed on average approximately 18% to 20% of our annual revenues during the first quarter, 25% to 29% during the second quarter, 29% to 31% during the third quarter, and 22% to 26% during the fourth quarter. While we expect seasonal variability to occur, the geographic diversity in our assets helps to mitigate our aggregate seasonal variability.
Another aspect of seasonality relates to our construction program, which is more productive during warmer weather months and generally results in project completion during fourth quarter. This is particularly relevant for our projects under construction in colder climates like the Northeast.
Pipeline
As of December 31, 2024, our pipeline of opportunities totaled over one gigawatt and is comprised of a mix of (i) development projects for solar generating and storage projects that are not yet built, which primarily consist of those we are looking to acquire from the current owner of such project and (ii) existing solar generating and storage projects currently in operation that we are looking to acquire from the current owner of the facilities. As an independent solar power producer, we are not regularly engaged in our own early stage development of solar generating and storage projects and generally prefer to source opportunities from our early stage channel partners, viewing those as a more productive and efficient way to grow our business.
Our pipeline is dynamic with new opportunities being evaluated by our team each quarter as possible candidates to be included in the pipeline. Also, during the quarter, we evaluate our existing pipeline opportunities and may determine that certain pipeline opportunities no longer meet our needs. Upon such a determination, those pipeline opportunities would then be excluded from the pipeline. As a result, our pipeline changes regularly and is very fluid. Given the number of potential pipeline opportunities and the confidential nature of such opportunities, we do not identify these opportunities specifically and thus it is difficult to show when a project might have been added or removed from our pipeline and at what phase.
As discussed in the table below, there are five types of pipeline opportunities for which we’ve identified both the number of megawatts subject to such opportunities and the probability of their completion:
Type of Pipeline Opportunity and Phase
Size, MW
Probability of completion
Development projects
Development solar generating and storage projects - in construction or pre-construction phase (not yet built)
High
Development solar generating or storage projects - in contract / in negotiation phase (not yet built)
Medium
Operating acquisitions
Acquisitions of operating solar generating and storage projects - in closing phase (existing projects)
High
Acquisitions of operating solar generating and storage projects - in negotiation (existing projects)
Medium
Development projects and operating acquisitions
Development projects and operating acquisitions - initial engagement phase
Remaining projects
Low
Total pipeline of opportunities
We consider development solar generating and storage projects that are currently in construction or pre-construction primarily as those projects developed by other parties, such as our channel partners, that we may acquire.
We classify development projects in the “in construction” phase as having commenced construction but the project is not yet operational. In the case of “pre-construction” projects, the execution of definitive documents to acquire development rights may not have occurred or the projects are waiting for the satisfaction of one or more critical components to become in-construction, such as submission and approval of an interconnection application, site control, awarded revenue contract, final permits, etc.
We consider development projects that are in the “in contract / in negotiation” phase to include projects where we are currently negotiating commercial terms with clients or channel partners and working toward the signing of documents such as a letter of intent, lease, or power purchase agreement.
We consider acquisitions of operating solar generating and storage projects in the “in closing” phase to include deals where we have entered exclusivity agreements with the seller and/or have agreed upon terms and are working toward the execution of definitive purchase agreements.
We consider acquisitions of operating solar generating and storage projects that are in the “in negotiation” phase to include deals where we do not have exclusivity agreements in place, but have completed our initial valuation of the projects, determined it meets our needs and are working to negotiate and agree upon commercial terms with the seller.
The remainder of our pipeline of development projects and operating acquisitions are in the “initial engagement” phase. In both cases, we are in the early stage of sourcing the opportunity and we are actively evaluating and have not yet determined whether they meet our needs or if we can agree on satisfactory terms and, as such, these early stage projects should not be relied upon in the making of investment decisions as there is no certainty that such early stage projects will be consummated in the next twelve months, if at all. Please refer to the “Risk Factors” elsewhere in this Report.
Government Regulations, Policies and Incentives
Our growth strategy depends in significant part on government policies and incentives that promote and support solar energy and enhance the economic viability of distributed solar. These incentives come in various forms, including net metering, eligibility for accelerated depreciation such as modified accelerated cost recovery system, solar renewable energy credits, tax abatements, rebate and renewable target incentive programs and tax credits, particularly the Section 48(a) and Section 48E investment tax credits (" ITC "). We are a party to a variety of agreements under which we may be obligated to indemnify the counterparty with respect to certain matters. Typically, these obligations arise in connection with contracts and tax equity partnership arrangements, under which we customarily agree to hold the other party harmless against losses arising from a breach of warranties, representations, and covenants related to such matters as title to assets sold, negligent acts, damage to property, validity of certain intellectual property rights, non-infringement of third-party rights, and certain tax matters including indemnification to customers and tax equity investors regarding Commercial ITCs. The sale of SRECs has constituted a significant portion of our revenue historically. A change in the value of SRECs or changes in other policies or a or reduction in such incentives could decrease the of solar distributed to us and our customers in applicable markets, which could reduce our growth . Such a or reduction could also reduce our willingness to pursue certain customer acquisitions due to decreased revenue or income under our solar service agreements. Additionally, such a or reduction may also impact the terms of and availability of third-party financing. If any of these government regulations, policies or incentives are amended, , eliminated, reduced, retroactively changed or not extended beyond their current expiration dates
or there is a negative impact from the recent federal law changes or proposals, our operating results and the demand for, and the economics of, distributed solar energy may decline, which could harm our business.
Key Financial and Operational Metrics
We regularly review a number of metrics, including the following key operational and financial metrics, to evaluate our business, measure our performance and liquidity, identify trends affecting our business, formulate our financial projections and make strategic decisions.
Megawatts Installed
Megawatts installed represents the aggregate megawatt nameplate capacity of solar energy systems for which panels, inverters, and mounting and racking hardware have been installed on premises.
As of December 31,
Change
Megawatts installed
Cumulative megawatts installed increased from 896 MW as of December 31, 2023, to 1,048 MW as of December 31, 2024, a 17% increase.
The following table provides an overview of megawatts installed by state as of December 31, 2024:
State
Megawatts installed
Share, percentage
New York
New Jersey
Massachusetts
California
North Carolina
Maine
Minnesota
South Carolina
Hawaii
All others
Total
“Capacity Factor” means the amount of electricity that a generating unit produces over a period of time divided by the amount of electricity it could have produced if it had run at full power over that same time period (e.g., in the case of solar energy, if the sun was shining brightly 24 hours a day, seven days a week). For the year ended December 31, 2024, the capacity factor of our solar generating facilities ranged from 8.0% to 24.3% across each of the states in which we operate and the weighted average capacity across our entire portfolio was 13.4%. The size of our portfolio is approximately 1 GW with an average size of solar facilities of approximately 2 MW, and these facilities are located across 25 different states in our portfolio. Given this, we do not view the Capacity Factor of any one of our solar generating facilities, or the change in that Capacity Factor due to weather, seasonality or other factors, to be material to our operating revenues.
Megawatt Hours Generated
Megawatt hours (“ MWh ”) generated represents the output of solar energy systems from operating solar energy systems. MWh generated relative to nameplate capacity can vary depending on multiple factors such as design, equipment, location, weather and overall system performance. Megawatt hours generated excludes the output of solar energy systems under the master lease agreement with Vitol, as described in Note 6, "Acquisitions," to our consolidated financial statements included elsewhere in this Report.
As of December 31,
Change
Megawatt hours generated
Megawatt hours generated increased from 780,943 MWh for the year ended December 31, 2023, to 1,080,906 MWh for the year ended December 31, 2024, a 38% increase.
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin
We define adjusted EBITDA as net income plus net interest expense, depreciation, amortization and accretion expense, income tax expense or benefit, acquisition and entity formation costs, stock-based compensation expense or benefit, and excluding the effect of certain non-recurring items we do not consider to be indicative of our ongoing operating performance such as, but not limited to, gain or loss on fair value remeasurement of contingent consideration, gain or loss on disposal of property, plant and equipment, change in fair value of Alignment Shares liability, loss on extinguishment of debt, CEO transition costs (see Note 14, "Related Party Transactions," to our audited consolidated financial statements included elsewhere in this Form 10-K for further details), and other miscellaneous items of other income and expenses.
We define adjusted EBITDA margin as adjusted EBITDA divided by operating revenues.
Adjusted EBITDA and adjusted EBITDA margin are non-U.S. GAAP financial measures that we use to measure our performance. We believe that investors and analysts also use adjusted EBITDA and adjusted EBITDA margin in evaluating our operating performance. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The U.S. GAAP measure most directly comparable to adjusted EBITDA is net income and to adjusted EBITDA margin is net income over operating revenues. The presentation of adjusted EBITDA and adjusted EBITDA margin should not be construed to suggest that our future results will be unaffected by non-cash or non-recurring items. In addition, our calculation of adjusted EBITDA and adjusted EBITDA margin are not necessarily comparable to adjusted EBITDA and adjusted EBITDA margin as calculated by other companies and investors and analysts should read carefully the components of our calculations of these non-U.S. GAAP financial measures.
We believe adjusted EBITDA is useful to management, investors and analysts in providing a measure of core financial performance adjusted to allow for comparisons of results of operations across reporting periods on a consistent basis. Factors in this determination include the exclusion of (1) variability due to gains or losses related to fair value remeasurement of contingent consideration and the change in fair value of Alignment Shares liability, (2) strategic decisions to acquire businesses, dispose of property, plant and equipment or extinguish debt, and (3) the non-recurring nature of stock-based compensation, CEO transition costs, and other miscellaneous items of income and expense, which affect results in a given period or periods. In addition, adjusted EBITDA represents the business performance of the Company before the application of statutory income tax rates and tax adjustments corresponding to the various jurisdictions in which the Company operates, as well as interest expense and depreciation, amortization and accretion expense, which are not representative of our ongoing operating performance.
Adjusted EBITDA is also used by our management for internal planning purposes, including our consolidated operating budget, and by our board of directors in setting performance-based compensation targets. Adjusted EBITDA should not be considered an alternative to but viewed in conjunction with U.S. GAAP results, as we believe it provides a more complete understanding of ongoing business performance and trends than U.S. GAAP measures alone. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.
Year Ended
December 31,
(in thousands)
Reconciliation of Net income (loss) to Adjusted EBITDA:
Net (loss) income
Income tax expense (benefit)
Interest expense, net
Depreciation, amortization and accretion expense
Stock-based compensation expense
Acquisition and entity formation costs
(Gain) loss on fair value remeasurement of contingent consideration, net
Loss (gain) on disposal of property, plant and equipment
Change in fair value of redeemable warrant liability
Change in fair value of Alignment Shares liability
Loss on extinguishment of debt, net
Other (income) expense, net
CEO transition costs
Adjusted EBITDA
Year Ended
December 31,
(in thousands)
Reconciliation of Adjusted EBITDA Margin:
Adjusted EBITDA
Operating revenues, net
Adjusted EBITDA margin
Components of Results of Operations
The Company derives its operating revenues principally from power purchase agreements, net metering credit agreements (“ NMCA ”), solar renewable energy credits, and performance based incentives.
Power sales under PPAs. A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to the terms of PPAs. The Company’s PPAs typically have fixed or floating rates and are generally invoiced monthly. 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. As of December 31, 2024, PPAs have a weighted-average remaining life of 11 years.
Power sales under net metering credit agreements. A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs. 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 account, 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. As of December 31, 2024, NMCAs have a weighted-average remaining life of 18 years.
SREC revenue. The Company applies for and receives SRECs in certain jurisdictions for power generated by the 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. The majority of individual SREC sales reflect a fixed quantity and fixed price structure over a specified term. The Company typically sells SRECs to different customers from those purchasing energy under PPAs. The Company believes the sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.
Power sales on wholesale markets. A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) on the wholesale market operated by PJM Interconnection at floating spot prices. The promise to sell energy on a wholesale market is a separate distinct performance obligation and revenue is recognized as energy is delivered at the interconnection point.
Rental income. Rental income is primarily derived from the master lease agreement with Vitol (as described in Note 6, "Acquisitions," to our audited consolidated financial statements included elsewhere in this Report) as well as long-term PPAs accounted for as operating leases under ASC 842. The Company's leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options based on consideration of all relevant factors that create an economic incentive for the Company as lessor. Certain leases include variable lease payments associated with the production of solar facilities, which are recognized as rental income in the period the energy is delivered.
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 its 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 which they are earned.
Performance based incentives are primarily represented by cash awards granted to the Company by the New York State Energy Research & Development Authority for the development of distributed solar facilities in the State of New York.
Revenue recognized on contract liabilities. T he Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037.
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. Altus Power expects its cost of operations to continue to grow in conjunction with its business growth. These costs as a percentage of revenue will decrease over time, offsetting efficiencies and economies of scale with inflationary increases in certain costs.
General and administrative expense. General and administrative expense consists primarily of salaries, bonuses, benefits and all other employee-related costs, including stock-based compensation, professional fees related to legal, accounting, human resources, finance and training, information technology and software services, marketing and communications, travel, rent, and other office-related expenses.
Altus Power expects increased general and administrative expenses as it continues to grow its business but to decrease over time as a percentage of revenue. Altus Power also expects to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“ SEC ”). Further, Altus Power expects to incur higher expenses for investor relations, accounting advisory, directors' and officers’ insurance, and other professional services.
Depreciation, amortization and accretion expense. Depreciation expense represents depreciation on solar energy systems that have been 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. Amortization includes third party costs necessary to acquire PPA and NMCA customers, value ascribed to in-place leases, and favorable and unfavorable rate revenues contracts. Value ascribed to in-place leases is amortized using the straight-line method ratably over 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 SREC agreements are amortized using the straight-line method over the remaining non-cancelable terms of the respective agreements. Accretion expense includes overtime increase of asset retirement obligations associated with solar energy facilities.
Acquisition and entity formation costs. Acquisition and entity formation costs represent costs incurred to acquire businesses and form new legal entities. Such costs primarily consist of professional fees for banking, legal, accounting and appraisal services.
Fair value remeasurement of contingent consideration. In connection with various acquisitions, contingent consideration may be payable upon achieving certain conditions. The Company estimates the fair value of contingent consideration using a Monte Carlo simulation model or an expected cash flow approach. Significant assumptions used in the measurement of fair value of contingent consideration associated with various acquisitions include market power rates, estimated volumes of power generation of acquired solar energy facilities, percentage of completion of in-development solar energy facilities, and the risk-adjusted discount rate associated with the business.
Gain or loss on disposal of property, plant and equipment. In connection with the disposal of assets, the Company recognizes a gain or loss on disposal of property, plant and equipment, which represents the difference between the consideration received and the carrying value of the disposed asset.
Stock-based compensation expense. Stock-based compensation expense is recognized for awards granted under the Legacy Incentive Plans and Incentive Plan, as defined in Note 17, "Stock-Based Compensation," to our audited consolidated financial statements included elsewhere in this Report.
Change in fair value of redeemable warrant liability. In connection with our business combination with CBRE Acquisition Holdings, Inc. as described in Note 1, “General,” to our audited consolidated annual financial statements included elsewhere in this Report (the " CBAH Merger "), the Company assumed a redeemable warrant liability composed of publicly listed warrants (the " Redeemable Warrants ") and warrants issued to CBRE Acquisition Sponsor, LLC in the private placement. In October 2022, the Company redeemed all outstanding Redeemable Warrants. The redeemable warrant liability was remeasured
through the date all outstanding Redeemable Warrants were redeemed, and the resulting loss was included in the consolidated statements of operations.
Change in fair value of Alignment Shares liability. Alignment Shares represent Class B common stock of the Company which were issued in connection with the CBAH Merger. Class B common stock, par value $0.0001 per share (" Alignment Shares ") are accounted for as liability-classified derivatives, which were remeasured as of December 31, 2024, and the resulting gain was included in the consolidated statements of operations. 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 rates.
Other income and expense, net. Other income and expenses primarily represent interest income and other miscellaneous items.
Interest expense, net. Interest expense, net represents interest on our borrowings under our various debt facilities, amortization of debt discounts and deferred financing costs, and unrealized gains and losses on interest rate swaps.
Loss on extinguishment of debt, net. When the repayment of debt is accounted for as an extinguishment of debt, loss or gain on extinguishment of debt represents the difference between the reacquisition price of debt and the net carrying amount of the extinguished debt.
Income tax expense and benefit. We account for income taxes under ASC 740, Income Taxes. As such, we determine deferred tax assets and liabilities based on temporary differences resulting from the different treatment of items for tax and financial reporting purposes. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have a partial valuation allowance on our deferred federal and state tax assets because we believe it is more likely than not that a portion of our deferred federal and state tax assets will not be realized. We evaluate the recoverability of our deferred tax assets on an annual basis.
Net income and loss attributable to noncontrolling interests and redeemable noncontrolling interests. Net income and loss attributable to noncontrolling interests and redeemable noncontrolling interests represent third-party interests in the net income or loss of certain consolidated subsidiaries based on Hypothetical Liquidation at Book Value.
Results of Operations – Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
For the Year Ended
December 31,
Change
(in thousands)
Operating revenues, net
Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)
General and administrative
Depreciation, amortization and accretion expense
Acquisition and entity formation costs
(Gain) loss on fair value remeasurement of contingent consideration, net
Loss on disposal of property, plant and equipment
Stock-based compensation expense
Total operating expenses
Operating income
Other (income) expenses
Change in fair value of Alignment Shares liability
Other (income) expense, net
Interest expense, net
Loss on extinguishment of debt, net
Total other expense
Income (loss) before income tax expense
Income tax (expense) benefit
Net (loss) income
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
Net income (loss) attributable to Altus Power, Inc.
Net income (loss) per share attributable to common stockholders
Basic
Diluted
Weighted average shares used to compute net income (loss) per share attributable to common stockholders
Basic
Diluted
* Percentage is not meaningful
Operating revenues, net
For the Year Ended
December 31,
Change
Change
(in thousands)
Power sales under PPAs
Power sales under NMCAs
Power sales on wholesale markets
Total revenue from power sales
Solar renewable energy credit revenue
Rental income
Performance based incentives
Revenue recognized on contract liabilities
Total
Operating revenues, net increased by $41.1 million, or 26.5%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, which is primarily a result of the following:
• An increase in power sales of approximately $29.6 million, driven by a 38.4% increase in power generation from 780,943 MWh for year ended December 31, 2023, to 1,080,906 MWh for year ended December 31, 2024. The increase in power generated was driven by a 241 MW increase in weighted average installed capacity primarily as a result of the Vitol, Caldera, and Marshall Street acquisitions (as defined in Note 6, “Acquisitions,” to our audited consolidated annual financial statements included elsewhere in this Report), as well as other solar facilities acquired and placed in service by the Company after December 31, 2023.
• An increase in solar renewable energy credits revenue of $2.7 million is primarily explained by the increase in the number of SRECs sold from solar facilities acquired and placed in service subsequent to December 31, 2023.
• An increase in rental income of $8.5 million is primarily due to the Vitol Acquisition in January 2024 and lease of certain solar facilities back to Vitol.
• An increase in performance based incentives of $1.1 million is primarily due to New York State Energy Research & Development Authority (“ NYSERDA ”) performance based incentives received for the development of solar facilities in the state of New York. During the year ended December 31, 2024, the Company was awarded $6.0 million of performance based incentives as compared to $3.7 million during the year ended December 31, 2023.
Cost of operations
For the Year Ended
December 31,
Change
(in thousands)
Cost of operations (exclusive of depreciation and amortization shown separately below)
Cost of operations increased by $16.5 million, or 55.5%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase in the Company’s portfolio of operating solar facilities from 679 MW weighted average installed capacity for year ended December 31, 2023, to 979 MW for year ended December 31, 2024, contributed $13.1 million to cost of operations. The remaining change of $3.3 million is due to the increase in various components of the cost of operations.
General and administrative
For the Year Ended
December 31,
Change
(in thousands)
General and administrative
General and administrative expense increased by $8.3 million, or 25.6%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to increase in general personnel costs resulting from increased headcount in multiple job functions.
Depreciation, amortization and accretion expense
For the Year Ended
December 31,
Change
(in thousands)
Depreciation, amortization and accretion expense
Depreciation, amortization and accretion expense increased by $15.3 million, or 28.5%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to the increased number of operating solar energy facilities in our portfolio.
Acquisition and entity formation costs
For the Year Ended
December 31,
Change
(in thousands)
Acquisition and entity formation costs
Acquisition and entity formation decreased by $0.8 million, or 18.7%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to costs associated with the True Green II Acquisition and the Caldera Acquisition (as defined in Note 6, “Acquisitions,” to our audited consolidated annual financial statements included elsewhere in this Report) completed during the year ended December 31, 2023.
(Gain) loss on fair value remeasurement of contingent consideration
For the Year Ended
December 31,
Change
(in thousands)
(Gain) loss on fair value remeasurement of contingent consideration
Gain or loss on fair value remeasurement of contingent consideration is primarily associated with the True Green II Acquisition, the Caldera Acquisition, and the Solar Acquisition (as defined in Note 9, “Fair Value Measurements,” to our audited consolidated financial statements included elsewhere in this Report) completed on February 15, 2023. A gain or loss on fair value remeasurement was recorded for the years ended December 31, 2024 and 2023, due to changes in the values of significant assumptions used in the measurement of fair value.
Loss on disposal of property, plant and equipment
For the Year Ended
December 31,
Change
(in thousands)
Loss on disposal of property, plant and equipment
Loss on disposal of property, plant and equipment is associated with the disposal of land and solar facilities that occurred during the years ended December 31, 2024 and 2023, respectively (refer to Note 4, "Property, Plant and Equipment," to our audited consolidated financial statements included elsewhere in this Report for further details). The gain or loss was calculated as the difference between the consideration received and the carrying value of the disposed asset.
Stock-based compensation expense
For the Year Ended
December 31,
Change
(in thousands)
Stock-based compensation expense
Stock-based compensation expense decreased by $5.8 million, or 38.5%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to restricted stock units granted under the Incentive Plan (as defined in Note 17, “Stock-based compensation,” to our audited consolidated financial statements included elsewhere in this Report). Stock-based compensation expense during the year ended December 31, 2024, was offset by the reversal of expense in connection with the resignation of Lars Norell as Co-Chief Executive Officer and director of the Company on April 28, 2024. Refer to Note 14, "Related Party Transactions," to our audited consolidated financial statements included elsewhere in this Report for further details.
Change in fair value of Alignment Shares liability
For the Year Ended
December 31,
Change
(in thousands)
Change in fair value of Alignment Shares liability
* Percentage is not meaningful
In connection with the CBAH Merger, the Company assumed a liability related to Alignment Shares, which was remeasured as of December 31, 2024 and 2023, and the resulting gain was included in the consolidated statements of operations. The gain was primarily driven by the decrease in the Company's stock price during each period.
Other (income) expense, net
For the Year Ended
December 31,
Change
(in thousands)
Other (income) expense, net
Other income was $2.2 million during the year ended December 31, 2024, primarily consisting of interest income of $2.4 million, as well as other miscellaneous income and expense items. Other expense was $1.8 million for the year ended December 31, 2023, primarily consisting of debt modification fees of $2.2 million, partially offset by interest income of $1.2 million, as well as other miscellaneous income and expense items.
Interest expense, net
For the Year Ended
December 31,
Change
(in thousands)
Interest expense, net
Interest expense increased by $21.7 million, or 45.7%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to the increase of outstanding debt held by the Company. Additionally, the Company recognized an unrealized gain on interest rate swaps of $2.2 million during the year ended December 31, 2024, as compared to an unrealized loss on interest rate swaps of $1.2 million during the year ended December 31, 2023.
Loss on extinguishment of debt, net
For the Year Ended
December 31,
Change
(in thousands)
Loss on extinguishment of debt, net
Loss on extinguishment of debt recognized by the Company during the year ended December 31, 2023, was associated with an amendment to the APAF III Term Loan (as defined in Note 8, "Debt," to our audited consolidated financial statements included elsewhere in this Report), partially offset by a gain associated with extinguishing certain financing obligations recognized in failed sale leaseback transactions. No loss on extinguishment of debt was recorded during the year ended December 31, 2024.
Income tax (expense) benefit
For the Year Ended
December 31,
Change
(in thousands)
Income tax (expense) benefit
* Percentage is not meaningful
For the year ended December 31, 2024, the Company recorded an income tax expense of $14.2 million in relation to a pretax income of $3.6 million, which resulted in an effective income tax rate of 398.2%. The effective income tax rate was primarily impacted by $21.8 million of income tax expense related to valuation allowances, $8.6 million of income tax benefit related to fair value remeasurement of Alignment Shares liability, $2.5 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, $1.7 million of tax benefit related to deferred rate change, $1.6 million of state income tax benefit, $1.5 million of tax expense related to other deferred items, $0.7 million of income tax benefit related to investment tax credits, and $0.3 million of tax expense associated with nondeductible compensation.
For the year ended December 31, 2023, the Company recorded an income tax benefit of $0.7 million in relation to a pretax loss of $26.7 million, which resulted in an effective income tax rate of 2.6%. The effective income tax rate was primarily impacted by $3.5 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, $2.5 million of tax expense associated with nondeductible compensation, $1.2 million of income tax benefit related to fair value remeasurement of Alignment Shares liability, $0.3 million of income tax benefit related to investment tax credits, and $0.2 million state income tax expense.
Net loss attributable to redeemable noncontrolling interests and noncontrolling interests
For the Year Ended
December 31,
Change
(in thousands)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
Net loss attributable to redeemable noncontrolling interests and noncontrolling interests was $12.0 million and $16.6 million during the years ended December 31, 2024 and 2023, respectively. The overall decrease in attributable loss was primarily due to changes in funding provided by a tax equity investor and reduced recapture periods for investment tax credits. Overall loss was partially offset by acquisitions of tax equity partnerships with non-controlling interests, changes in income and loss allocations in accordance with agreements, and new assets being placed in service.
Results of Operations – Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
For the Year Ended
December 31,
Change
(in thousands)
Operating revenues, net
Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)
General and administrative
Depreciation, amortization and accretion expense
Acquisition and entity formation costs
Loss on fair value remeasurement of contingent consideration, net
Loss (gain) on disposal of property, plant and equipment
Stock-based compensation expense
Total operating expenses
Operating income
Other (income) expenses
Change in fair value of redeemable warrant liability
Change in fair value of Alignment Shares liability
Other expense (income), net
Interest expense, net
Loss on extinguishment of debt, net
Total other expense (income), net
(Loss) income before income tax expense
Income tax benefit (expense)
Net (loss) income
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
Net (loss) income attributable to Altus Power, Inc.
Net (loss) income per share attributable to common stockholders
Basic
Diluted
Weighted average shares used to compute net (loss) income per share attributable to common stockholders
Basic
Diluted
* Percentage is not meaningful
Operating revenues, net
For the Year Ended
December 31,
Change
Change
(in thousands)
Power sales under PPAs
Power sales under NMCAs
Power sales on wholesale markets
Total revenue from power sales
Solar renewable energy credit revenue
Rental income
Performance based incentives
Revenue recognized on contract liabilities
Total
Operating revenues, net increased by $54.0 million, or 53.4%, for the year ended December 31, 2023, compared to the year ended December 31, 2022, which is primarily a result of the following:
• An increase in power sales of $41.1 million, driven by a 71% increase in power generation from 455,630 MWh for the year ended December 31, 2022, to 780,943 MWh for the year ended December 31, 2023. The increase in power generated was driven by a 426 MW increase in capacity primarily as a result of the DESRI Acquisition in November 2022 and True Green II Acquisition in February 2023. The overall increase in power generation was partially offset by a decrease in capacity factor by 3.8% for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The decrease in capacity factor was primarily due to unfavorable weather conditions in Massachusetts and scheduled repairs at several solar facilities in California.
• An increase in solar renewable credits revenue of $5.0 million is primarily explained by the increase in the number of SRECs sold from solar facilities acquired as a result of the True Green II Acquisition in February 2023.
• An increase in performance based incentives of $4.7 million is due to the NYSERDA performance based incentives received for the development of solar facilities in the State of New York. Solar facilities qualifying for the performance based incentives were acquired through the True Green II Acquisition in February 2023.
• Revenue recognized on contract liabilities in the amount of $3.4 million is related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. Such contracts were assumed by the Company with the associated contract liability as a result of the DESRI acquisition in November 2022. No SRECs were delivered to customers under such contracts for the year ended December 31, 2022.
Cost of operations
For the Year Ended
December 31,
Change
(in thousands)
Cost of operations (exclusive of depreciation and amortization shown separately below)
Cost of operations increased by 69.0% from $17.5 million for the year ended December 31, 2022, to $29.6 million for the year ended December 31, 2023. The increase is explained by the increase in the Company’s portfolio of operating solar facilities. The weighted average installed capacity of operating solar facilities increased from 379 MW for the year ended December 31, 2022, to 680 MW for the year ended December 31, 2023. The decrease of cost of operations per the weighted average MW of installed capacity was not material.
General and administrative
For the Year Ended
December 31,
Change
(in thousands)
General and administrative
General and administrative expense increased by $7.4 million, or 29.7%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to increase in general personnel costs resulting from increased headcount in multiple job functions.
Depreciation, amortization and accretion expense
For the Year Ended
December 31,
Change
(in thousands)
Depreciation, amortization and accretion expense
Depreciation, amortization and accretion expense increased by $24.0 million, or 81.2%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to the increased number of operating solar energy facilities in our portfolio.
Acquisition and entity formation costs
For the Year Ended
December 31,
Change
(in thousands)
Acquisition and entity formation costs
Acquisition and entity formation increased by $0.9 million, or 24.2%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to costs associated with the True Green II Acquisition and the Caldera Acquisition (as defined in Note 6, “Acquisitions,” to our audited consolidated annual financial statements included elsewhere in this Report) completed during 2023.
Loss on fair value remeasurement of contingent consideration
For the Year Ended
December 31,
Change
(in thousands)
Loss on fair value remeasurement of contingent consideration
* Percentage is not meaningful
Loss on fair value remeasurement of contingent consideration is primarily associated with the True Green II Acquisition (as defined in Note 6, “Acquisitions,” to our audited consolidated financial statements included elsewhere in this Report) completed on February 15, 2023. Loss on fair value remeasurement was recorded for the years ended December 31, 2023 and 2022, due to changes in the values of significant assumptions used in the measurement of fair value.
Loss (gain) on disposal of property, plant and equipment
For the Year Ended
December 31,
Change
(in thousands)
Loss (gain) on disposal of property, plant and equipment
Loss (gain) on disposal of property, plant and equipment is associated with the disposal of land and solar facilities that occurred in 2022 and 2023, respectively (refer to Note 4, "Property, Plant and Equipment," to our audited consolidated financial statements included elsewhere in this Report for further details). The gain or loss was calculated as the difference between the consideration received and the carrying value of the disposed asset.
Stock-based compensation expense
For the Year Ended
December 31,
Change
(in thousands)
Stock-based compensation expense
Stock-based compensation expense increased by $5.6 million, or 59.3%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to restricted stock units granted in 2023 under the Omnibus Incentive Plan (as defined in Note 17, "Stock-Based Compensation," to our audited consolidated financial statements included elsewhere in this Report).
Change in fair value of redeemable warrant liability
For the Year Ended
December 31,
Change
(in thousands)
Change in fair value of redeemable warrant liability
In connection with the CBAH Merger, the Company assumed a redeemable warrant liability. As discussed in Note 9, "Fair Value Measurements," to our audited consolidated financial statements included elsewhere in this Report, all outstanding
warrants were redeemed on October 17, 2022, thus no gain or loss on remeasurement of redeemable warrant liability was recognized for the year ended December 31, 2023.
Change in fair value of Alignment Shares liability
For the Year Ended
December 31,
Change
(in thousands)
Change in fair value of Alignment Shares liability
In connection with the CBAH Merger, the Company assumed a liability related to Alignment Shares, which was remeasured as of December 31, 2023 and 2022, and the resulting gain was included in the consolidated statements of operations. The gain was primarily driven by the decrease in the Company's stock price during each period.
Other expense (income), net
For the Year Ended
December 31,
Change
(in thousands)
Other expense (income), net
Other expense was $1.8 million during the year ended December 31, 2023, primarily consisting of debt modification fees of $2.2 million, partially offset by interest income of $1.2 million, as well as other miscellaneous income and expense items. Other income was $3.9 million for the year ended December 31, 2022, primarily consisting of a Hawaii state grant of $1.5 million, interest income of $2.4 million, and other miscellaneous income and expense items.
Interest expense, net
For the Year Ended
December 31,
Change
(in thousands)
Interest expense, net
Interest expense increased by $25.3 million, or 114.3%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to the increase of outstanding debt held by the Company during 2023.
Loss on extinguishment of debt, net
For the Year Ended
December 31,
Change
(in thousands)
Loss on extinguishment of debt, net
Loss on extinguishment of debt recognized by the Company during the year ended December 31, 2023, was associated with an amendment to the APAF III Term Loan (as defined in Note 8, "Debt," to our audited consolidated financial statements included elsewhere in this Report), partially offset by a gain associated with extinguishing certain financing obligations recognized in failed sale leaseback transactions. Loss on extinguishment of debt recognized by the Company during the year ended December 31, 2022, was associated with the repayment of loans assumed in the DESRI acquisition.
Income tax benefit (expense)
For the Year Ended
December 31,
Change
(in thousands)
Income tax benefit (expense)
For the year ended December 31, 2023, the Company recorded an income tax benefit of $0.7 million in relation to a pretax loss of $26.7 million, which resulted in an effective income tax rate of 2.6%. The effective income tax rate was primarily impacted by $3.5 million of income tax expense from net losses attributable to noncontrolling interests and redeemable
noncontrolling interests, $2.5 million of tax expense associated with nondeductible compensation, $1.2 million of income tax benefit related to fair value remeasurement of Alignment Shares liability, $0.3 million of income tax benefit related to investment tax credits, and $0.2 million of state income tax expense.
For the year ended December 31, 2022, the Company recorded an income tax expense of $1.1 million in relation to a pretax income of $53.2 million, which resulted in an effective income tax rate of 2.0%. The effective income tax rate was primarily impacted by $11.7 million of income tax benefit related to fair value remeasurement of redeemable warrants and Alignment Shares liabilities, $1.6 million of tax expense associated with nondeductible compensation, $0.7 million of income tax expense from net losses attributable to noncontrolling interests and redeemable noncontrolling interests, and $0.7 million of income tax benefit on transaction costs associated with the CBAH Merger return to provision adjustment.
Net loss attributable to redeemable noncontrolling interests and noncontrolling interests
For the Year Ended
December 31,
Change
(in thousands)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
* Percentage is not meaningful
Net loss attributable to redeemable noncontrolling interests and noncontrolling interests was $16.6 million and $3.3 million during the years ended December 31, 2023 and 2022, respectively. The overall increase in attributable loss was primarily due to changes in funding provided by a tax equity investor and reduced recapture periods for investment tax credits. Overall loss was partially offset by acquisitions of tax equity partnerships with non-controlling interests, and changes in income and loss allocations in accordance with agreements.
Liquidity and Capital Resources
As of December 31, 2024, the Company had total cash and restricted cash of $123.4 million. For a discussion of our restricted cash, see Note 2, “Significant Accounting Policies, Cash, Cash Equivalents, and Restricted Cash,” to our audited consolidated annual financial statements included elsewhere in this Report.
We seek to maintain diversified and cost-effective funding sources to finance and maintain our operations, fund capital expenditures, including customer acquisitions, and satisfy obligations arising from our indebtedness. Historically, our primary sources of liquidity included proceeds from the issuance of redeemable preferred stock, borrowings under our debt facilities, third party tax equity investors and cash from operations. Our business model requires substantial outside financing arrangements to grow the business and facilitate the deployment of additional solar energy facilities. We will seek to raise additional required capital from borrowings under our existing debt facilities, third party tax equity investors, and cash from operations.
The solar energy systems that are in service are expected to generate a positive return rate over the useful life, typically 32 years. After solar energy systems commence operations, they typically do not require significant additional capital expenditures to maintain operating performance. However, in order to grow, we are currently dependent on financing from outside parties. The Company expects to have sufficient cash and cash flows from operations to meet working capital, debt service obligations, contingencies and anticipated required capital expenditures for at least the next 12 months. However, we are subject to business and operational risks that could adversely affect our ability to raise additional financing. If financing is not available to us on acceptable terms if and when needed, we may be unable to finance installation of our new customers’ solar energy systems in a manner consistent with our past performance, our cost of capital could increase, or we may be required to significantly reduce the scope of our operations, any of which would have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, our tax equity funds and debt instruments impose restrictions on our ability to draw on financing commitments. If we are unable to satisfy such conditions, we may incur for non-performance under certain tax equity funds, experience installation , or be to make installations in accordance with our plans or at all. Any of these factors could also impact customer , our business, operating results, prospects and financial condition.
Contractual Obligations and Commitments
We enter into service agreements in the normal course of business. These contracts do not contain any minimum purchase commitments. Certain agreements provide for termination rights subject to termination fees or wind down costs. Under such agreements, we are contractually obligated to make certain payments to vendors, mainly, to reimburse them for their unrecoverable outlays incurred prior to cancellation. The exact amounts of such obligations are dependent on the timing of termination, and the exact terms of the relevant agreement and cannot be reasonably estimated. As of December 31, 2024, we do not expect to cancel these agreements.
The Company has operating leases for land and buildings and has contractual commitments to make payments in accordance with site lease agreements.
Off-Balance Sheet Arrangements
The Company enters into letters of credit and surety bond arrangements with lenders, local municipalities, government agencies, and land lessors. These arrangements relate to certain performance-related obligations and serve as security under the applicable agreements. As of December 31, 2024 and 2023, the Company had outstanding letters of credit and surety bonds totaling $60.4 million and $60.1 million, respectively. Our outstanding letters of credit are primarily used to fund the debt service reserve account associated with our term loans. We believe the Company will fulfill the obligations under the related arrangements and do not anticipate any material losses under these letters of credit or surety bonds.
ATM Program
On April 6, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “ Sales Agreement ”) with Cantor Fitzgerald & Co. (“ Cantor ”), Nomura Securities International, Inc. (“ Nomura ”) and Truist Securities, Inc. (“ Truist ” and, together with Cantor and Nomura, the “ Agents ,” and each, an “ Agent ”). The Sales Agreement provides for the offer and sale of our Class A common stock from time to time through an “at the market offering” (“ ATM ”) program under which the Agents act as sales agent or principal, subject to certain limitations, including the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Pursuant to the prospectus supplement filed by the Company on dated April 6, 2023, the Company may offer and sell up to $200 million of shares of Class A common stock pursuant to the Sales Agreement. For the year ended December 31, 2024, no shares of common stock were sold through the ATM equity program. Any issuances under the ATM are subject to approval of the Board.
Debt
APAF Term Loan
On August 25, 2021, APA Finance, LLC (“ APAF ”), a wholly owned subsidiary of the Company, entered into a $503.0 million term loan facility with Blackstone Insurance Solutions ("BIS") through a consortium of lenders, which consists of investment grade-rated Class A and Class B notes (the “ APAF Term Loan ”). The APAF Term Loan has a weighted average 3.51% annual fixed interest rate and matures on February 29, 2056 (“ Final Maturity Date ”).
The APAF Term Loan amortizes at an initial rate of 2.5% of initial outstanding principal per annum for a period of 8 years at which point the amortization steps up to 4% per annum until September 30, 2031 (“ Anticipated Repayment Date ”). After the Anticipated Repayment Date, the loan becomes fully-amortizing, and all available cash is used to pay down principal until the Final Maturity Date. The APAF Term Loan is secured by membership interests in the Company's subsidiaries.
As of December 31, 2024, the outstanding principal balance of the APAF Term Loan was $462.0 million less unamortized debt discount and loan issuance costs totaling $5.9 million. As of December 31, 2023, the outstanding principal balance of the APAF Term Loan was $474.6 million less unamortized debt discount and loan issuance costs totaling $6.7 million.
As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF Term Loan.
APAF II Term Loan
On December 23, 2022, APA Finance II, LLC (“ APAF II ”), a wholly owned subsidiary of the Company, entered into a $125.7 million term loan facility (the “ APAF II Term Loan ”) with KeyBank National Association (" KeyBank ") and The Huntington Bank (" Huntington ") as lenders. The proceeds of the APAF II Term Loan were used to repay the outstanding amounts under certain project-level loans. The APAF II Term Loan matures on December 23, 2027, and has a variable interest rate based on Secured Overnight Financing Rate (“ SOFR ”) plus a spread of 1.475%. Simultaneously with entering into the Term Loan, the Company entered into interest rate swaps for 100% of the amount of debt outstanding, which effectively fixed the interest rate at 4.885% (see Note 9, "Fair Value Measurements," to our audited consolidated annual financial statements included elsewhere in this Report for further details). The APAF II Term Loan is secured by membership interests in the Company's subsidiaries.
As of December 31, 2024, the outstanding principal balance of the APAF II Term Loan was $102.5 million, less unamortized debt issuance costs of $1.6 million. As of December 31, 2023, the outstanding principal balance of the APAF II Term Loan was $112.8 million, less unamortized debt issuance costs of $2.2 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF II Term Loan.
APAF III Term Loan
On February 15, 2023, the Company, through its subsidiaries, APA Finance III Borrower, LLC (the “ APAF III Borrower ”) and APA Finance III Borrower Holdings, LLC (“ Holdings ”), entered into a new long-term funding facility under the terms of a
credit agreement among the APAF III Borrower, Holdings, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “ APAF III Term Loan ”).
This funding facility provides for a term loan of $204.0 million at a fixed rate of 5.62%. The APAF III term Loan amortizes at a rate of 2.5% of outstanding principal per annum until the anticipated repayment date of June 30, 2033. The maturity date of the term loan is October 31, 2047. Upon lender approval, the APAF III Borrower has the right to increase the funding facility to make additional draws for certain solar generating facilities, as set forth in the credit agreement. On February 15, 2023, the Company borrowed $193.0 million from this facility to fund the True Green II Acquisition and the associated costs and expenses. The principal balance borrowed under the APAF III Term Loan was offset by $4.0 million of debt issuance costs and $6.3 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033. The APAF III Term Loan is secured by membership interests in the Company's subsidiaries.
On June 15, 2023 and July 21, 2023, the Company amended the APAF III Term Loan to add $47.0 million and $28.0 million of additional borrowings, respectively, the proceeds of which were used to repay outstanding term loans under the Construction to Term Loan Facility (as defined below), and to provide long-term financing for new solar projects. The principal balance borrowed under the amendments was offset by $0.3 million and $0.2 million of issuance costs, respectively, and $1.5 million and $1.1 million of issuance discounts, respectively, which have been deferred and will be recognized as interest expense through June 30, 2033.
On December 20, 2023, the Company amended the APAF III Term Loan to add $163.0 million of additional borrowings, the proceeds of which were used to fund the Caldera Acquisition. The amendment increased the weighted average fixed interest rate for all borrowings under the APAF III Term Loan to 6.03%, and increased the rate of amortization for the new borrowings under the amendment to 3.25% per annum until June 30, 2033. The principal balance borrowed under the amendment was offset by $1.3 million of issuance costs and $0.8 million of issuance discount, which have been deferred and will be recognized as interest expense through June 30, 2033.
As of December 31, 2024, the outstanding principal balance of the APAF III Term Loan was $414.6 million, less unamortized debt issuance costs and discount of $12.9 million. As of December 31, 2023, the outstanding principal balance of the APAF III Term Loan was $426.6 million, less unamortized debt issuance costs and discount of $14.3 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAF III Term Loan.
APAF IV Term Loan
On March 26, 2024, the Company, through its subsidiaries, APA Finance IV, LLC (the “ APAF IV Borrower ”) and APA Finance IV Holdings, LLC, has entered into a new term loan facility under the terms of a credit agreement among the APAF IV Borrower, APA Finance IV Holdings, LLC, Blackstone Asset Based Finance Advisors LP, which is an affiliate of the Company, U.S. Bank Trust Company, N.A., as administrative agent, U.S. Bank N.A., as document custodian, and the lenders party thereto (the “ APAF IV Term Loan ”).
The APAF IV Term Loan, which matures on March 26, 2049, bears interest at a fixed rate of 6.45% per annum on outstanding principal amounts under the term loan. The Term Loan Facility has an anticipated repayment date of June 30, 2034. Upon lender approval, the APAF IV Borrower has the right to increase the Term Loan Facility to make additional draws for certain acquisitions of solar assets that otherwise satisfy the criteria for permitted acquisitions, as defined in the credit agreement. On March 26, 2024, the Company borrowed $101.0 million under the APAF IV Term Loan in connection with the Vitol Acquisition, which closed on January 31, 2024. The principal balance borrowed under the APAF IV Term Loan was offset by $1.6 million of debt issuance costs, which have been deferred and will be recognized as interest expense through June 30, 2034. The APAF IV Term Loan is secured by membership interests in the Company's subsidiaries.
As of December 31, 2024, the outstanding principal balance of the APAF IV Term Loan was $100.0 million, less unamortized debt issuance costs of $1.5 million. As of December 31, 2024, the Company was in compliance with all covenants under the APAF IV Term Loan.
APAGH Term Loan
On December 27, 2023, APA Generation Holdings, LLC (“ APAGH ” or the “ APAGH Borrower ”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “ APAGH Term Loan ”) with an affiliate of Goldman Sachs Asset Management and CPPIB Credit Investments III Inc., a subsidiary of Canada Pension Plan Investment Board, as "Lenders." The total commitment under the credit agreement is $100.0 million. The Company can also allow for the funding of additional incremental loans in an amount not to exceed $100.0 million over the term of the credit agreement at the discretion of the Lenders. Subject to certain exceptions, the APAGH Borrower’s obligations to the Lenders are secured by the assets of the APAGH Borrower, its parent, Altus Power, LLC and the Company and are further guaranteed by Altus Power, LLC and the Company.
Interest accrues on any outstanding balance at an initial fixed rate equal to 8.50%, subject to adjustments. The maturity date of the term loan is December 27, 2029.
On December 27, 2023, the Company borrowed $100.0 million under the APAGH Term Loan to fund future growth needs, which was partially offset by $3.0 million of issuance discount. The Company incurred $1.0 million of debt issuance costs related to the APAGH Term Loan, which have been deferred and will be recognized as interest expense through December 27, 2029.
As of December 31, 2024, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $3.3 million. As of December 31, 2023, the outstanding principal balance of the APAGH Term Loan was $100.0 million, less unamortized debt issuance costs and discount of $4.0 million. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAGH Term Loan.
APAG Revolver
On December 19, 2022, APA Generation, LLC (“ APAG ”), a wholly owned subsidiary of the Company, entered into revolving credit facility with Citibank, N.A. with a total committed capacity of $200.0 million (the “ APAG Revolver ”). Outstanding amounts under the APAG Revolver have a variable interest rate based on a base rate and an applicable margin. The APAG Revolver is secured by membership interests in the Company's subsidiaries. The APAG Revolver matures on December 19, 2027. As of December 31, 2024 and 2023, amounts outstanding under the APAG Revolver were $35.0 million and $65.0 million, respectively. As of December 31, 2024 and 2023, the Company was in compliance with all covenants under the APAG Revolver.
APACF II Facility
On November 10, 2023, APACF II, LLC (“ APACF II ” or the “ APACF II Borrower ”) a wholly-owned subsidiary of the Company, entered into a credit agreement among the APACF II Borrower, APACF II Holdings, LLC, Pass Equipment Co., LLC, each of the project companies from time to time party thereto, each of the tax equity holdcos from time to time party thereto, U.S. Bank Trust Company, National Association, U.S. Bank National Association, each lender from time to time party thereto (collectively, the “Lenders”) and Blackstone Asset Based Finance Advisors LP, as Blackstone representative (“ APACF II Facility ”).
The aggregate amount of the commitments under the credit agreement is $200.0 million. The APACF II Facility matures on November 10, 2027, and bears interest at an annual rate of SOFR plus 3.25%. Borrowings under the APACF II Facility, which mature 364 days after the borrowing occurs, may be used by the APACF II Borrower to fund construction costs including equipment, labor, interconnection, as well as other development costs. The Company incurred $0.3 million of debt issuance costs related to the APACF II Facility, which have been deferred and will be recognized as interest expense through November 10, 2027. The APACF II Facility is secured by membership interests in the Company's subsidiaries and other collateral, including equipment.
During the year ended December 31, 2024, the Company borrowed $166.8 million and repaid $31.9 million under the APACF II Facility. In conjunction with the borrowings, the Company incurred $1.1 million of issuance costs which have been deferred and will be recognized as interest expense through the maturity date of each draw, as well as $0.4 million of issuance costs which are included in Other (income) expense, net on the consolidated statement of operations for the year ended December 31, 2024.
During the year ended December 31, 2024, the Company capitalized $5.4 million of interest expense incurred under the APACF II Facility, which is included in property, plant and equipment, net in the consolidated balance sheets as of December 31, 2024.
As of December 31, 2024, the outstanding principal balance of the APACF II Facility was $134.9 million, less unamortized debt issuance costs of $0.7 million. As of December 31, 2023, no amounts were outstanding under the APACF II Facility. As of December 31, 2024, the Company was in compliance with all covenants under the APACF II Facility.
Other Term Loans - Construction to Term Loan Facility
On January 10, 2020, APA Construction Finance, LLC (“ APACF ”) a wholly-owned subsidiary of the Company, entered into a credit agreement with Fifth Third Bank, National Association and Deutsche Bank AG New York Branch to fund the development and construction of future solar facilities (“ Construction to Term Loan Facility ”). The Construction to Term Loan Facility included a construction loan commitment of $187.5 million, which expired on January 10, 2023. The construction loan commitment can convert to a term loan upon commercial operation of a particular solar energy facility. On June 15, 2023, the Company repaid all outstanding term loans of $15.8 million and terminated the facility.
Other Term Loans - Project-Level Term Loan
In conjunction with an acquisition of assets on August 29, 2022, the Company assumed a project-level term loan with an outstanding principal balance of $14.1 million and a fair value discount of $2.2 million. The term loan is subject to scheduled semi-annual amortization and interest payments, and matures on September 1, 2029.
As of December 31, 2024, the outstanding principal balance of the term loan was $9.4 million, less unamortized debt discount of $1.5 million. As of December 31, 2023, the outstanding principal balance of the term loan was $11.0 million, less unamortized debt discount of $1.8 million.
The term loan is secured by an interest in the underlying solar project assets and the revenues generated by those assets. As of December 31, 2024 and 2023, the Company was in compliance with all covenants.
Financing Obligations Recognized in Failed Sale Leaseback Transactions
From time to time, the Company sells equipment to third parties and enters into master lease agreements to lease the equipment back for an agreed-upon term. The Company has assessed these arrangements and determined that the transfer of assets should not be accounted for as a sale in accordance with ASC 842. Therefore, the Company accounts for these transactions using the financing method by recognizing the consideration received as a financing obligation, with the assets subject to the transaction remaining on the balance sheet of the Company and depreciated based on the Company's normal depreciation policy. The aggregate proceeds have been recorded as long-term debt within the consolidated balance sheets.
As of December 31, 2024 and 2023, the Company's recorded financing obligations were $40.5 million, net of $0.8 million of deferred transaction costs, and $41.8 million, net of $0.9 million of deferred transaction costs, respectively. Payments of $3.1 million and $5.5 million were made under the financing obligation for the years ended December 31, 2024 and 2023, respectively. Interest expense, inclusive of the amortization of deferred transaction costs for the years ended December 31, 2024 and 2023, was $1.8 million and $1.7 million, respectively.
Cash Flows
For the Years Ended December 31, 2024, 2023, and 2022
The following table sets forth the primary sources and uses of cash, cash equivalents, and restricted cash for each of the periods presented:
Year Ended
December 31,
(in thousands)
Net cash provided by (used for):
Operating activities
Investing activities
Financing activities
Net (decrease) increase in cash, cash equivalents, and restricted cash
Operating Activities
During the year ended December 31, 2024, cash provided by operating activities of $40.3 million consisted primarily of net income of $10.7 million adjusted for net non-cash expense of $50.6 million, and a net increase in assets of $7.3 million partially offset by a net increase in liabilities of $7.8 million.
During the year ended December 31, 2023, cash provided by operating activities of $79.4 million consisted primarily of net loss of $26.0 million adjusted for the net non-cash expense of $71.6 million, a net decrease in assets of $24.3 million, and a net increase in liabilities of $9.4 million.
During the year ended December 31, 2022, cash provided by operating activities of $35.2 million consisted primarily of net income of $52.2 million adjusted for the net non-cash income of $12.1 million, a net increase in assets of $3.7 million, and a net decrease in liabilities of $1.1 million.
Investing Activities
During the year ended December 31, 2024, net cash used in investing activities was $367.2 million, consisting of $93.7 million of capital expenditures, $119.2 million of payments to acquire businesses, net of cash and restricted cash acquired, and $154.5 million of payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired, partially off-set by $0.3 million of proceeds from the disposal of property, plant and equipment.
During the year ended December 31, 2023, net cash used in investing activities was $586.8 million, consisting of $117.8 million of capital expenditures, $432.4 million of payments to acquire businesses, net of cash and restricted cash acquired, and $38.9 million of payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired, partially off-set by $2.4 million of proceeds from the disposal of property, plant and equipment.
During the year ended December 31, 2022, net cash used in investing activities was $163.2 million, consisting of $77.2 million of capital expenditures, $76.2 million of payments to acquire businesses, net of cash and restricted cash acquired, and $13.9 million of payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired, partially off-set by $3.6 million of proceeds from the disposal of property, plant and equipment and $0.5 million of proceeds from other investing activities.
Financing Activities
During the year ended December 31, 2024, net cash provided by financing activities was $231.3 million, consisting of $301.3 million of proceeds from issuance of long-term debt, $34.9 million of contributions from noncontrolling interests, and $60.3 million of proceeds from the transfer of investment tax credits on behalf of noncontrolling interests. Cash provided by financing activities was partially off-set by $135.7 million to repay long-term debt, $8.2 million of paid deferred purchase price payable, $5.8 million of contingent consideration paid, $1.2 million of debt issuance costs, $4.1 million paid to redeem noncontrolling interests, and $10.2 million of distributions to noncontrolling interests.
During the year ended December 31, 2023, net cash provided by financing activities was $527.0 million, consisting of $579.6 million of proceeds from issuance of long-term debt and $35.3 million of contributions from noncontrolling interests. Cash provided by financing activities was partially off-set by $51.1 million to repay long-term debt, $17.6 million of paid deferred purchase price payable, $5.3 million of contingent consideration paid, $5.0 million of debt issuance costs, $0.1 million of debt extinguishment costs, $3.9 million paid to redeem noncontrolling interests, and $4.9 million of distributions to noncontrolling interests.
During the year ended December 31, 2022, net cash used for financing activities was $3.0 million, consisting of $123.4 million to repay long-term debt, $5.3 million of debt issuance costs, $1.3 million of debt extinguishment costs, $2.6 million of distributions to noncontrolling interests, $0.7 million of transaction costs related to the CBAH Merger, $0.5 million paid to redeem noncontrolling interests, and $0.1 million of contingent consideration paid. Cash used for financing activities was partially offset by $124.7 million of proceeds from issuance of long-term debt, $6.1 million of contributions from noncontrolling interests, and $0.1 million of proceeds from the exercise of warrants.
Critical Accounting Policies and Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets, goodwill, identifiable intangibles, contingent consideration liabilities and deferred income tax valuation allowances. We base our estimates on historical experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our consolidated financial statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared.
While the Company’s significant accounting policies are described in more detail in Note 2, "Significant Accounting Policies," to our audited consolidated financial statements included elsewhere in this Report, it believes the following accounting policies and estimates to be most critical to the preparation of its consolidated financial statements.
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 PPAs and SREC 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 are 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 require 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 are 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 require 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.
Power Sales under PPAs
A portion of the Company’s power sales revenues is earned through the sale of energy (based on kilowatt hours) pursuant to terms of PPAs. PPAs that do not qualify as leases under ASC 842, Leases , or derivatives under ASC 815, Derivatives and Hedging , are accounted for under ASC 606, Revenue from Contracts with Customers . A portion of PPAs that qualify as derivatives is not material. The Company’s PPAs typically have fixed or floating rates and are generally invoiced on a monthly basis. The Company typically sells energy and related environmental attributes (e.g., SRECs) separately to different customers and considers the delivery of power energy under PPAs to represent a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. The Company applied the practical expedient allowing the Company to recognize revenue in the amount that the Company has a right to invoice which is equal to the volume of energy delivered multiplied by the applicable contract rate. For certain of the Company’s rooftop solar energy facilities revenue is recognized net of immaterial pass-through lease charges collected on behalf of building owners.
Power Sales under NMCAs
A portion of the Company’s power sales revenues are obtained through the sale of net metering credits under NMCAs. 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.
SREC 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 2025 to 2033. 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.
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, "Income Taxes," to our audited consolidated financial statements included elsewhere in this Report 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 accounts for its nonrefundable transferable investment tax credits ("ITCs") under ASC 740 using the flow-through method and has elected to consider the ability to transfer its ITCs in assessing its need for a valuation allowance. During the twelve months ended December 31, 2024, the Company, through its consolidated tax equity partnerships, entered into tax credit purchase agreements ("TCPAs") with a third-party purchaser to sell the Section 48(a) ITCs generated by certain of the Company’s solar projects during tax year ending December 31, 2024. In accordance with the TCPA, the Company received cash proceeds of $60.3 million, however, the ITCs have not been transferred as of December 31, 2024, and as such, the Company recognized a liability to transfer ITCs within other current liabilities in the consolidated balance sheet. Transfer of ITCs did not have a material impact on the Company's income tax benefit recognized for the twelve months ended December 31, 2024. The Company did not enter into any TCPAs during the twelve months ended December 31, 2023.
The Company’s income tax expense, deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid.
Noncontrolling Interests and Redeemable Noncontrolling Interests in Solar Facility Subsidiaries
Noncontrolling interests and redeemable noncontrolling interests represent third parties’ equity interests in the net assets of certain consolidated Solar Facility Subsidiaries. Third party equity interests are primarily represented by tax equity partnerships which were created to finance the costs of solar energy facilities under long-term operating agreements. The tax equity interests are generally entitled to receive substantially all the accelerated depreciation tax deductions and investment tax credits arising from Solar Facility Subsidiaries pursuant to their contractual shareholder agreements, together with a portion of these ventures’ distributable cash. The tax equity interests’ claim to tax attributes and distributable cash from Solar Facility Subsidiaries decreases to a small residual interest after a predefined ‘flip point’ occurs, typically the expiration of a time period or upon the tax equity investor’s achievement of a target yield. Because the tax equity interests’ participation in tax attributes and distributable cash from each Solar Facility Subsidiary is not consistent over time with their initial capital contributions or percentage interest, the Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. In order to reflect the substantive profit-sharing arrangements, the Company has determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the Hypothetical Liquidation at Book Value (“ HLBV ”) method. Under the HLBV method, the amounts of income and 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 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’ 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 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 11, "Redeemable Noncontrolling Interest," to our audited consolidated financial statements included elsewhere in this Report.
Emerging Growth Company Status
In April 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company,” or an EGC, can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. Thus, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Altus has elected to use the extended transition period for new or revised accounting standards during the period in which we remain an EGC.
We expect to remain an EGC until the earliest to occur of: (1) the last day of the fiscal year in which we, as applicable, have more than $1.235 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2, "Significant Accounting Policies," to our audited consolidated financial statements included elsewhere in this Report.
