Acquisitions | Acquisitions 2023 Acquisitions Marshall Street Acquisition On July 13, 2023, the Company acquired a solar energy facility and a battery energy storage system located in Massachusetts with nameplate capacities of 10.3 MW and 5 MW, respectively, for a total purchase price of $24.4 million (" Marshall Street Acquisition "). The Marshall Street Acquisition was made pursuant to the membership interest purchase agreement dated July 13, 2023, through which the Company acquired 100% ownership interest in SRD Marshall MM, LLC, and was entered into by the Company to grow its portfolio of solar energy facilities. The Company accounted for the Marshall Street Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on July 13, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The assets acquired and liabilities assumed are recognized provisionally on the condensed consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired tangible and intangible assets. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than July 13, 2024. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on July 13, 2023: Assets Accounts receivable $ 273 Property, plant and equipment 28,798 Operating lease asset 891 Total assets acquired 29,962 Liabilities Construction payable 1,885 Asset retirement obligation 256 Operating lease liability 391 Total liabilities assumed 2,532 Redeemable non-controlling interests 3,040 Total fair value of consideration transferred $ 24,390 The fair value of consideration transferred as of July 13, 2023, is determined as follows: Cash consideration paid to seller on closing $ 2,820 Cash consideration paid to settle debt on behalf of seller 21,570 Total fair value of consideration transferred 24,390 The Company incurred approximately $0.1 million of acquisition related costs related to the Marshall Street Acquisition, which are recorded as part of Acquisition and entity formation costs in the condensed consolidated statement of operations for the nine months ended September 30, 2023. Acquisition related costs include legal, consulting, and other transaction-related costs. The impact of the Marshall Street Acquisition on the Company's revenue and net income in the condensed consolidated statement of operations was an increase of $0.4 million and $0.1 million, respectively, for the nine months ended September 30, 2023. Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the Marshall Street Acquisition as if it had occurred on January 1, 2022. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the Marshall Street Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the three months ended September 30, 2023 (unaudited) For the three months ended September 30, 2022 (unaudited) For the nine months ended September 30, 2023 (unaudited) For the nine months ended September 30, 2022 (unaudited) Operating revenues $ 45,079 $ 30,877 $ 122,685 $ 77,087 Net income 6,776 (96,258) 15,474 (12,609) Asset Acquisitions During 2023, the Company acquired solar energy facilities located in Rhode Island, California, and Massachusetts with a total nameplate capacity of 10.1 MW from third parties for a total purchase price of $15.3 million. As of September 30, 2023, $0.3 million of total consideration remained payable to sellers and was included as purchase price payable on the condensed consolidated balance sheet. The acquisitions were accounted for as acquisitions of assets, whereby the Company acquired $16.2 million of property, plant and equipment and $1.7 million of operating lease assets, and assumed $1.7 million of operating lease liabilities, $0.5 million of intangible liabilities, and $0.2 million of asset retirement obligations. The intangible liabilities are associated with unfavorable rate power purchase agreements and have a weighted average amortization period of 6 years. Acquisitions of VIEs During 2023, the Company acquired solar energy facilities located in Massachusetts and Maine with a total nameplate capacity of 5.5 MW from third parties for a total purchase price of $10.7 million. As of September 30, 2023, $0.2 million of total consideration remained payable to sellers and was included as purchase price payable on the condensed consolidated balance sheet. The acquisitions were accounted for as acquisitions of variable interest entities that do not constitute a business (refer to Note 4, "Variable Interest Entities"). The Company acquired $11.0 million of property, plant and equipment and $1.5 million of operating lease assets, and assumed $1.4 million of operating lease liabilities, $0.1 million of asset retirement obligations, and $0.2 million of redeemable noncontrolling interests. True Green II Acquisition On February 15, 2023, APA Finance III, LLC (" APAF III "), a wholly-owned subsidiary of the Company, acquired a 220 MW portfolio of 55 operating and 3 in-development solar energy facilities located across eight US states (the “ True Green II Acquisition ”). The portfolio was acquired from True Green Capital Fund III, L.P. (“ True Green ”) for total consideration of approximately $299.9 million. The purchase price and associated transaction costs were funded by the proceeds from the APAF III Term Loan (as defined in Note 6, "Debt") and cash on hand. The True Green II Acquisition was made pursuant to the purchase and sale agreement (the " PSA ") dated December 23, 2022, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the PSA, the Company acquired 100% ownership interest in APAF III Operating, LLC, a holding entity that owns the acquired solar energy facilities. The Company accounted for the True Green II Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on February 15, 2023, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The assets acquired and liabilities assumed are recognized provisionally on the condensed consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired tangible and intangible assets. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than February 15, 2024. Subsequent to the acquisition date, the Company made certain measurement period adjustments to provisional accounting recognized. These adjustments consist of an increase in Property, plant, and equipment of $0.8 million, a decrease in Operating lease asset of $0.7 million, an increase in Other assets of $0.8 million, a decrease in Long-term debt of $0.2 million, a decrease in Operating lease liability of $1.9 million, an increase in Other liabilities of $1.9 million, and an increase in Non-controlling interests of $0.2 million due to the clarification of information utilized to determine fair value during the measurement period. Additionally, the Company recorded a measurement period adjustment of $0.7 million to increase the fair value of consideration transferred, $0.4 million to decrease Accounts receivable, and $0.1 million to increase Property, plant, and equipment as a result of reconciling working capital adjustments with the seller. The following table presents the updated preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on February 15, 2023 and inclusive of the measurement period adjustments discussed above: Provisional accounting as of February 15, 2023 Measurement period adjustments Adjusted provisional accounting as of February 15, 2023 Assets Accounts receivable $ 4,358 $ (357) $ 4,001 Property, plant and equipment 334,958 914 335,872 Intangible assets 850 — 850 Operating lease asset 32,053 (742) 31,311 Other assets 1,739 835 2,574 Total assets acquired 373,958 650 374,608 Liabilities Long-term debt (1) 8,100 (217) 7,883 Intangible liabilities 4,100 — 4,100 Asset retirement obligation 3,795 — 3,795 Operating lease liability 37,723 (1,932) 35,791 Contract liability (2) 3,534 — 3,534 Other liabilities — 1,932 1,932 Total liabilities assumed 57,252 (217) 57,035 Redeemable non-controlling interests 8,100 — 8,100 Non-controlling interests 13,296 204 13,500 Total fair value of consideration transferred, net of cash acquired $ 295,310 $ 663 $ 295,973 The fair value of consideration transferred, net of cash acquired, as of February 15, 2023, is determined as follows: Provisional accounting as of February 15, 2023 Measurement period adjustments Adjusted provisional accounting as of February 15, 2023 Cash consideration paid to True Green on closing $ 212,850 $ — $ 212,850 Cash consideration paid to settle debt and interest rate swaps on behalf of True Green 76,046 — 76,046 Cash consideration in escrow accounts (3) 3,898 — 3,898 Purchase price payable (4) 7,069 663 7,732 Total fair value of consideration transferred 299,863 663 300,526 Restricted cash acquired 4,553 — 4,553 Total fair value of consideration transferred, net of cash acquired $ 295,310 $ 663 295,973 (1) Acquired long-term debt relates to financing obligations recognized in failed sale leaseback transactions. Refer to Note 6, "Debt" for further information. (2) Acquired contract liabilities relate to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through 2036. (3) Represents the portion of the consideration transferred that is held in escrow accounts as security for general indemnification claims. (4) Purchase price payable represents the portion of the total hold back amount that was earned by True Green as of February 15, 2023, based on the completion of construction milestones related to assets in development. The Company incurred approximately $2.3 million of acquisition related costs related to the True Green II Acquisition, which are recorded as part of Acquisition and entity formation costs in the condensed consolidated statement of operations for the nine months ended September 30, 2023. Acquisition related costs include legal, consulting, and other transaction-related costs, as well as $0.8 million of costs to acquire SRECs available for sale that were sold by the Company to its customers during the three months ended September 30, 2023, which was recorded in Other current assets in the preliminary purchase price allocation. The impact of the True Green II Acquisition on the Company's revenue and net income in the condensed consolidated statement of operations was an increase of $22.5 million and $13.4 million, respectively, for the nine months ended September 30, 2023. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power and RECs. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA 800 19 years Favorable rate revenue contracts – REC 50 16 years Unfavorable rate revenue contracts – PPA (800) 17 years Unfavorable rate revenue contracts – REC (3,300) 3 years Unaudited Pro Forma Combined Results of Operations The following unaudited pro forma combined results of operations give effect to the True Green II Acquisition as if it had occurred on January 1, 2022. The unaudited pro forma combined results of operations are provided for informational purposes only and do not purport to represent the Company’s actual consolidated results of operations had the True Green II Acquisition occurred on the date assumed, nor are these financial statements necessarily indicative of the Company’s future consolidated results of operations. The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies. For the three months ended September 30, 2023 (unaudited) For the three months ended September 30, 2022 (unaudited) For the nine months ended September 30, 2023 (unaudited) For the nine months ended September 30, 2022 (unaudited) Operating revenues $ 45,079 $ 40,711 $ 124,440 $ 105,219 Net income 6,776 (92,739) 15,687 (4,709) 2022 Acquisitions Acquisition of DESRI II & DESRI V On November 11, 2022, APA Finance II, LLC, a wholly-owned subsidiary of the Company, acquired a 88 MW portfolio of nineteen solar energy facilities operating across eight US states. The portfolio was acquired from D.E. Shaw Renewables Investments L.L.C. (" DESRI ") for total consideration of $100.8 million (" DESRI Acquisition "). The DESRI Acquisition was made pursuant to membership interest purchase agreements (the " MIPAs ") dated September 26, 2022, and entered into by the Company to grow its portfolio of solar energy facilities. Pursuant to the MIPAs, the Company acquired 100% ownership interest in holding entities that own the acquired solar energy facilities. The Company accounted for the DESRI Acquisition under the acquisition method of accounting for business combinations. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed on November 11, 2022, based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed, including the noncontrolling interests, were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. The assets acquired and liabilities assumed are recognized provisionally on the consolidated balance sheet at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in process of obtaining additional information for the valuation of acquired tangible and intangible assets. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than November 11, 2023. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on November 11, 2022 (in thousands): Assets Accounts receivable $ 2,001 Derivative assets 2,462 Other assets 432 Property, plant and equipment 179,500 Operating lease asset 17,831 Intangible assets 29,479 Total assets acquired 231,705 Liabilities Accounts payable 275 Accrued liabilities 746 Long-term debt 105,346 Intangible liabilities 771 Operating lease liability 20,961 Contract Liability (1) 7,200 Asset retirement obligation 1,508 Total liabilities assumed 136,807 Non-controlling interests 184 Total fair value of consideration transferred, net of cash acquired $ 94,714 The fair value of consideration transferred, net of cash acquired, as of November 11, 2022, is determined as follows: Cash consideration to the seller on closing $ 82,235 Fair value of purchase price payable (2) 19,017 Post-closing purchase price true-up (469) Total fair value of consideration transferred 100,783 Cash acquired 1,220 Restricted cash acquired 4,849 Total fair value of consideration transferred, net of cash acquired $ 94,714 (1) Acquired contract liabilities related to long-term agreements to sell renewable energy credits that were fully prepaid by the customer prior to the acquisition date. The Company will recognize revenue associated with the contract liabilities as renewable energy credits are delivered to the customer through December 31, 2028. (2) Purchase price outstanding as of December 31, 2022 is payable in three installments in two, twelve and eighteen months following the acquisition date, subject to the accuracy of general representations and warranty provisions included in MIPAs. During the nine months ended September 30, 2023, the Company paid DESRI $5.0 million of the outstanding purchase price payable net of $0.5 million working capital adjustment. Intangibles at Acquisition Date The Company attributed the intangible asset and liability values to favorable and unfavorable rate revenue contracts to sell power. The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date: Fair Value Weighted Average Amortization Period Favorable rate revenue contracts – PPA $ 29,479 8 years Unfavorable rate revenue contracts – PPA (771) 12 years |