Altus Power, Inc. [AMPS] Filings

10-Q 1 amps-20230930.htm 10-Q amps-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-04321

ALTUS POWER, INC.

(Exact name of registrant as specified in its charter)

Delaware

85-3448396

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2200 Atlantic Street, Sixth Floor

Stamford,

06902

(Address of Principal Executive Offices)

(Zip Code)

(203)-698-0090

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	AMPS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of November 2, 2023, there were 158,989,953 shares of Class A common stock outstanding and 996,188 shares of Class B common stock outstanding.

Table of Contents


Part I - Financial Information
Item 1. Financial Statements			4
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Income			5
Condensed Consolidated Balance Sheets			6
Condensed Consolidated Statements of Changes in Stockholders' Equity			8
Condensed Consolidated Statements of Cash Flows			10
Notes to Condensed Consolidated Financial Statements			12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			38
Item 3. Quantitative and Qualitative Disclosures About Market Risk			59
Item 4. Controls and Procedures			60
Part II - Other Information
Item 1. Legal Proceedings			62
Item 1A. Risk Factors			62
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			62
Item 3. Defaults Upon Senior Securities			62
Item 4. Mine Safety Disclosures			62
Item 5. Other Information			62
Item 6. Exhibits			62
Signatures			64

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating revenues, net	$	45,079	$	30,438	$	120,970	$	74,399
Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)	7,825		4,488		21,382		12,842
General and administrative	8,194		6,560		23,847		19,502
Depreciation, amortization and accretion expense	13,719		7,134		38,054		20,819
Acquisition and entity formation costs	268		237		3,128		583
Loss (gain) on fair value remeasurement of contingent consideration	50		825		150		(146)
(Gain) loss on disposal of property, plant and equipment	—		(2,222)		649		(2,222)
Stock-based compensation	4,176		2,708		11,304		6,670
Total operating expenses	$	34,232	$	19,730	$	98,514	$	58,048
Operating income	10,847		10,708		22,456		16,351
Other (income) expense
Change in fair value of redeemable warrant liability	—		29,564		—		6,447
Change in fair value of Alignment Shares liability	(3,508)		72,418		(23,331)		9,367
Other expense (income), net	339		(2,267)		1,569		(2,860)
Interest expense, net	9,180		5,657		30,150		15,768
Total other expense	$	6,011	$	105,372	$	8,388	$	28,722
Income (loss) before income tax expense	$	4,836	$	(94,664)	$	14,068	$	(12,371)
Income tax benefit (expense)	1,940		(1,964)		(77)		(2,548)
Net income (loss)	$	6,776	$	(96,628)	$	13,991	$	(14,919)
Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests	1,446		352		(3,781)		(2,473)
Net income (loss) attributable to Altus Power, Inc.	$	5,330	$	(96,980)	$	17,772	$	(12,446)
Net income (loss) per share attributable to common stockholders
Basic	$	0.03	$	(0.63)	$	0.11	$	(0.08)
Diluted	$	0.03	$	(0.63)	$	0.11	$	(0.08)
Weighted average shares used to compute net income (loss) per share attributable to common stockholders
Basic	158,719,684		154,455,228		158,687,373		153,482,503
Diluted	160,198,154		154,455,228		160,965,682		153,482,503

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(In thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	6,776	$	(96,628)	$	13,991	$	(14,919)
Other comprehensive income
Foreign currency translation adjustment	—		—		9		—
Unrealized gain on a cash flow hedge, net of tax	8,422		—		11,421		—
Other comprehensive income, net of tax	$	8,422	$	—	$	11,430	$	—
Total comprehensive income	$	15,198	$	(96,628)	$	25,421	$	(14,919)
Comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests	1,446		352		(3,781)		(2,473)
Comprehensive income attributable to Altus Power, Inc.	$	13,752	$	(96,980)	$	29,202	$	(12,446)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Altus Power, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share data)


	As of September 30, 2023		As of December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	68,184	$	193,016
Current portion of restricted cash	3,802		2,404
Accounts receivable, net	23,385		13,443
Other current assets	2,686		6,206
Total current assets	98,057		215,069
Restricted cash, noncurrent portion	12,002		3,978
Property, plant and equipment, net	1,447,711		1,005,147
Intangible assets, net	47,103		47,627
Operating lease asset	152,865		94,463
Derivative assets	19,071		3,953
Other assets	7,630		6,651
Total assets	$	1,784,439	$	1,376,888
Liabilities, redeemable noncontrolling interests, and stockholders' equity
Current liabilities:
Accounts payable	$	4,985	$	2,740
Construction payable	10,791		9,038
Interest payable	8,495		4,436
Purchase price payable, current	22,495		12,077
Due to related parties	53		112
Current portion of long-term debt, net	34,111		29,959
Operating lease liability, current	3,670		3,339
Contract liability, current	3,377		2,590
Other current liabilities	8,623		3,937
Total current liabilities	96,600		68,228
Alignment Shares liability	42,803		66,145
Long-term debt, net of unamortized debt issuance costs and current portion	908,034		634,603
Intangible liabilities, net	14,043		12,411
Purchase price payable, noncurrent	—		6,940
Asset retirement obligations	14,427		9,575
Operating lease liability, noncurrent	158,430		94,819
Contract liability, noncurrent	6,075		5,397
Deferred tax liabilities, net	14,426		11,011
Other long-term liabilities	2,928		4,700
Total liabilities	$	1,257,766	$	913,829
Commitments and contingent liabilities (Note 11)
Redeemable noncontrolling interests	23,601		18,133
Stockholders' equity
Common stock $0.0001 par value; 988,591,250 shares authorized as of September 30, 2023, and December 31, 2022; 158,989,953 and 158,904,401 shares issued and outstanding as of September 30, 2023, and December 31, 2022	16		16
Additional paid-in capital	482,634		470,004
Accumulated deficit	(28,147)		(45,919)
Accumulated other comprehensive income	11,430		—
Total stockholders' equity	$	465,933	$	424,101
Noncontrolling interests	37,139		20,825
Total equity	$	503,072	$	444,926
Total liabilities, redeemable noncontrolling interests, and equity	$	1,784,439	$	1,376,888

Table of Contents

The following table presents the assets and liabilities of the consolidated variable interest entities (Refer to Note 4).


(In thousands)	As of September 30, 2023		As of December 31, 2022
Assets of consolidated VIEs, included in total assets above:
Cash	$	13,891	$	11,652
Current portion of restricted cash	1,037		1,152
Accounts receivable, net	11,782		2,952
Other current assets	267		678
Restricted cash, noncurrent portion	3,019		1,762
Property, plant and equipment, net	725,799		401,711
Intangible assets, net	5,997		5,308
Operating lease asset	60,288		36,211
Other assets	2,058		591
Total assets of consolidated VIEs	$	824,138	$	462,017
Liabilities of consolidated VIEs, included in total liabilities above:
Accounts payable	$	754	$	454
Construction payable	4,362		—
Purchase price payable, current	219		—
Operating lease liability, current	1,333		2,742
Current portion of long-term debt, net	3,022		2,336
Contract liability, current	484		—
Other current liabilities	384		199
Long-term debt, net of unamortized debt issuance costs and current portion	39,143		33,332
Intangible liabilities, net	2,076		1,899
Asset retirement obligations	7,990		4,438
Operating lease liability, noncurrent	63,197		33,204
Contract liability, noncurrent	3,985		—
Other long-term liabilities	1,771		565
Total liabilities of consolidated VIEs	$	128,720	$	79,169

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited)

(In thousands, except share data)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders' Equity		Non Controlling Interests		Total Equity
	Shares	Amount
As of June 30, 2022	154,718,268	$	15	$	416,832	$	—	$	(16,822)	$	400,025	$	18,695	$	418,720
Stock-based compensation	—	—		2,708		—		—		2,708		—		2,708
Cash distributions to noncontrolling interests	—	—		—		—		—		—		(522)		(522)
Cash contributions from noncontrolling interests	—	—		—		—		—		—		1,069		1,069
Exercised warrants	2,934,466	1		35,858		—		—		35,859		—		35,859
Exchange of warrants into common stock	43,826	—		471		—		—		471		—		471
Net loss	—	—		—		—		(96,980)		(96,980)		(107)		(97,087)
As of September 30, 2022	157,696,560	16		455,869		—		(113,802)		342,083		19,135		361,218


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit		Total Stockholders' Equity		Non Controlling Interests		Total Equity
	Shares	Amount
As of June 30, 2023	158,989,953	$	16	$	478,458	$	3,008	$	(33,477)	$	448,005	$	34,446	$	482,451
Stock-based compensation	—	—		4,176		—		—		4,176		—		4,176
Cash distributions to noncontrolling interests	—	—		—		—		—		—		(562)		(562)
Cash contributions from noncontrolling interests	—	—		—		—		—		—		2,073		2,073
Other comprehensive income	—	—		—		8,422		—		8,422		—		8,422
Net income	—	—		—		—		5,330		5,330		1,182		6,512
As of September 30, 2023	158,989,953	$	16	$	482,634	$	11,430	$	(28,147)	$	465,933	$	37,139	$	503,072

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited)

(In thousands, except share data)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders' Equity		Non Controlling Interests		Total Equity
	Shares	Amount
As of December 31, 2021	153,648,830	$	15	$	406,259	$	—	$	(101,356)	$	304,918	$	21,093	$	326,011
Stock-based compensation	—	—		6,670		—		—		6,670		—		6,670
Cash distributions to noncontrolling interests	—	—		—		—		—		—		(1,188)		(1,188)
Cash contributions from noncontrolling interests	—	—		—		—		—		—		2,133		2,133
Equity issuance costs	—	—		(712)		—		—		(712)		—		(712)
Conversion of Alignment Shares to Class A Common Stock and exercised warrants	2,021	—		15		—		—		15		—		15
Exercised warrants	2,934,466	1		35,858		—		—		35,859				35,859
Exchange of warrants into common stock	1,111,243	—		7,779		—		—		7,779		—		7,779
Net loss	—	—		—		—		(12,446)		(12,446)		(2,903)		(15,349)
As of September 30, 2022	157,696,560	16		455,869		—		(113,802)		342,083		19,135		361,218


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders' Equity		Non Controlling Interests		Total Equity
	Shares	Amount
As of December 31, 2022	158,904,401	$	16	$	470,004	$	—	$	(45,919)	$	424,101	$	20,825	$	444,926
Stock-based compensation	83,541	—		11,245		—		—		11,245		—		11,245
Cash distributions to noncontrolling interests	—	—		—		—		—		—		(1,577)		(1,577)
Cash contributions from noncontrolling interests	—	—		—		—		—		—		8,347		8,347
Conversion of Alignment Shares to Class A Common Stock and exercised warrants	2,011	—		11		—		—		11		—		11
Noncontrolling interests assumed through acquisitions	—	—		—		—		—		—		13,500		13,500
Redemption of redeemable non-controlling interests	—	—		1,374		—		—		1,374		—		1,374
Other comprehensive income	—	—		—		11,430		—		11,430		—		11,430
Net income (loss)	—	—		—		—		17,772		17,772		(3,956)		13,816
As of September 30, 2023	158,989,953	$	16	$	482,634	$	11,430	$	(28,147)	$	465,933	$	37,139	$	503,072

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities
Net income (loss)	$	13,991	$	(14,919)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation, amortization and accretion	38,054		20,819
Non-cash lease expense	467		—
Deferred tax expense	67		2,370
Amortization of debt discount and financing costs	2,657		2,151
Change in fair value of redeemable warrant liability	—		6,447
Change in fair value of Alignment Shares liability	(23,331)		9,367
Remeasurement of contingent consideration	150		(146)
Loss (gain) on disposal of property, plant and equipment	649		(2,222)
Stock-based compensation	11,245		6,670
Other	243		(171)
Changes in assets and liabilities, excluding the effect of acquisitions
Accounts receivable	(5,668)		(6,405)
Due to related parties	(59)		—
Derivative assets	(52)		(2,387)
Other assets	3,236		2,927
Accounts payable	2,245		(1,209)
Interest payable	4,059		(2)
Contract liability	346		—
Other liabilities	797		1,549
Net cash provided by operating activities	49,096		24,839
Cash flows used for investing activities
Capital expenditures	(89,344)		(35,670)
Payments to acquire renewable energy businesses, net of cash and restricted cash acquired	(313,292)		—
Payments to acquire renewable energy facilities from third parties, net of cash and restricted cash acquired	(28,259)		(13,342)
Proceeds from disposal of property, plant and equipment	2,350		3,605
Other	—		496
Net cash used for investing activities	(428,545)		(44,911)
Cash flows used for financing activities
Proceeds from issuance of long-term debt	311,642		—
Repayment of long-term debt	(41,900)		(13,301)
Payment of debt issuance costs	(2,969)		(68)
Payment of deferred purchase price payable	(4,531)		—
Payment of equity issuance costs	—		(744)
Payment of contingent consideration	—		(72)
Cash proceeds from public warrant exercise	—		19
Contributions from noncontrolling interests	8,347		3,220
Redemption of redeemable noncontrolling interests	(3,224)		—
Distributions to noncontrolling interests	(3,326)		(1,914)
Net cash provided by (used for) financing activities	264,039		(12,860)
Net decrease in cash, cash equivalents, and restricted cash	(115,410)		(32,932)
Cash, cash equivalents, and restricted cash, beginning of period	199,398		330,321
Cash, cash equivalents, and restricted cash, end of period	$	83,988	$	297,389

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents


	Nine Months Ended September 30,
	2023		2022
Supplemental cash flow disclosure
Cash paid for interest	$	25,107	$	14,927
Cash paid for taxes	85		99
Non-cash investing and financing activities
Asset retirement obligations	$	4,291	$	276
Debt assumed through acquisitions	7,883		11,948
Noncontrolling interest assumed through acquisitions	13,500		2,125
Redeemable noncontrolling interest assumed through acquisitions	11,341		—
Acquisitions of property and equipment included in construction payable	1,730		—
Acquisitions of property, plant and equipment included in other current liabilities	—		4,004
Conversion of Alignment Shares into common stock	11		15
Deferred purchase price payable	7,606		—
Construction loan conversion	—		(4,186)
Term loan conversion	—		4,186
Exchange of warrants into common stock	—		7,779
Warrants exercised on a cashless basis	—		35,858

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

1.General

Company Overview

Altus Power, Inc., a Delaware corporation (the “Company” or "Altus Power"), headquartered in Stamford, Connecticut, develops, owns, constructs and operates large-scale roof, ground and carport-based photovoltaic solar energy generation and storage systems, for the purpose of producing and selling electricity to credit worthy counterparties, including commercial and industrial, public sector and community solar customers, under long-term contracts. The solar energy facilities are owned by the Company in project-specific limited liability companies (the “Solar Facility Subsidiaries”).

On December 9, 2021 (the "Closing Date"), CBRE Acquisition Holdings, Inc. ("CBAH"), a special purpose acquisition company, consummated the business combination pursuant to the terms of the business combination agreement entered into on July 12, 2021 (the "Business Combination Agreement"), whereby, among other things, CBAH Merger Sub I, Inc. ("First Merger Sub") merged with and into Altus Power, Inc. (f/k/a Altus Power America, Inc.) ("Legacy Altus") with Legacy Altus continuing as the surviving corporation, and immediately thereafter Legacy Altus merged with and into CBAH Merger Sub II, Inc. ("Second Merger Sub") with Second Merger Sub continuing as the surviving entity and as a wholly owned subsidiary of CBAH (together with the merger with the First Merger Sub, the “Merger”). In connection with the closing of the Merger, CBAH changed its name to "Altus Power, Inc." and Second Merger Sub (after merger with Legacy Altus) changed its name to "Altus Power, LLC."

2.Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company prepares its unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial reporting. The Company’s condensed consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest. All intercompany balances and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, filed with the Company’s 2022 annual report on Form 10-K on March 30, 2023, and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The information as of December 31, 2022, included in the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of September 30, 2023, and the results of operations and cash flows for the three and nine months ended September 30, 2023, and 2022. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual period.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year financial statement presentation. Such reclassifications have no impact on previously reported net income, stockholders' equity, or cash flows. For the year ended December 31, 2022, $2.6 million was reclassified from other current liabilities to contract liability, current on the condensed consolidated balance sheet. This change had no impact on total current liabilities reported in the consolidated balance sheet. Further, for the nine months ended September 30, 2022, $2.4 million was reclassified from unrealized gain on interest rate swaps in the adjustments to reconcile net income to net cash from operating activities section of the condensed consolidated statements of cash flows to derivative assets in the changes in assets, and liabilities, excluding the effect of acquisitions section of the condensed consolidated cash flows. This change had no impact on cash provided by operating activities in the consolidated statement of cash flows.

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as the fair value of net assets acquired in connection with accounting for business combinations, the useful lives of the solar energy facilities, and inputs and assumptions used in the valuation of asset retirement obligations (“AROs”), contingent consideration, derivative instruments, and Class B common stock, par value $0.0001 per share ("Alignment Shares").

Segment Information

Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers are the co-chief executive officers. Based on the financial information presented to and reviewed by the chief operating decision makers in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined it operates as a single operating segment and has one reportable segment, which includes revenue under power purchase agreements, revenue from net metering credit agreements, solar renewable energy credit revenue, rental income, performance based incentives and other revenue. The Company’s principal operations, revenue and decision-making functions are located in the United States.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents includes all cash balances on deposit with financial institutions and readily marketable securities with original maturity dates of three months or less at the time of acquisition and are denominated in U.S. dollars. Pursuant to the budgeting process, the Company maintains certain cash and cash equivalents on hand for possible equipment replacement related costs.

The Company records cash that is restricted as to withdrawal or use under the terms of certain contractual agreements as restricted cash. Restricted cash is included in current portion of restricted cash and restricted cash, noncurrent portion on the condensed consolidated balance sheets and includes cash held with financial institutions for cash collateralized letters of credit pursuant to various financing and construction agreements.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets. Cash, cash equivalents, and restricted cash consist of the following:


	As of September 30, 2023		As of December 31, 2022
Cash and cash equivalents	$	68,184	$	193,016
Current portion of restricted cash	3,802		2,404
Restricted cash, noncurrent portion	12,002		3,978
Total	$	83,988	$	199,398

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts which, at times, may exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances.

The Company had no customers that individually accounted for over 10% of total accounts receivable, net as of September 30, 2023, no customers that individually accounted over 10% of total operating revenues, net for the three months ended September 30, 2023, and one customer that individually accounted for over 10% (i.e., 11.5%) of total operating revenues, net for the nine months ended September 30, 2023.

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

The Company had one customer that individually accounted for over 10% (i.e., 28.0%) of total accounts receivable, net as of December 31, 2022. The Company had one customer that individually accounted for over 10% (i.e., 19.8%) of total operating revenues, net for the three months ended September 30, 2022 and, one customer that individually accounted for over 10% (i.e., 13.8%), of total operating revenues, net for the nine months ended September 30, 2022.

Accounting Pronouncements

As a public company, the Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The Company expects to elect to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.

Recent Accounting Pronouncements Adopted

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and has since released various amendments including ASU No. 2019-04. The new standard generally applies to financial assets and requires those assets to be reported at the amount expected to be realized. The ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company has adopted this standard as of January 1, 2023 and the adoption did not have a material impact on the condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification ("ASC") 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, and was adopted by the Company on January 1, 2023. The Company applied the provisions of ASU 2021-08 to account for the True Green II Acquisition (defined in Note 5, "Acquisitions"), and recognized $3.5 million of contract liability assumed through the business combination.

3.Revenue and Accounts Receivable

Disaggregation of Total Operating Revenues, net

The following table presents the detail of total operating revenues, net as recorded in the unaudited condensed consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Power sales under PPAs	$	17,442	$	7,144	$	43,079	$	18,058
Power sales under NMCAs	13,846		9,187		33,970		20,908
Power sales on wholesale markets	550		1,783		1,474		3,519
Total revenue from power sales	31,838		18,114		78,523		42,485
Solar renewable energy credit revenue	9,753		11,100		33,346		28,521
Rental income	586		905		2,198		2,334
Performance based incentives	1,925		319		4,487		1,059
Revenue recognized on contract liabilities	977		—		2,416		—
Total operating revenues, net	$	45,079	$	30,438	$	120,970	$	74,399

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

Accounts receivable

The following table presents the detail of receivables as recorded in accounts receivable in the unaudited condensed consolidated balance sheets:


	As of September 30, 2023		As of December 31, 2022
Power sales under PPAs	$	8,096	$	4,092
Power sales under NMCAs	9,569		3,183
Power sales on wholesale markets	26		223
Total power sales	17,691		7,498
Solar renewable energy credits	4,724		5,387
Rental income	523		429
Performance based incentives	447		129
Total	$	23,385	$	13,443

Payment is typically received within 30 days for invoiced revenue as part of power purchase agreements (“PPAs”) and net metering credit agreements (“NMCAs”). Receipt of payment relative to invoice date varies by customer for renewable energy credits ("SRECs"). As of both September 30, 2023, and December 31, 2022, the Company determined that the allowance for credit losses is $0.6 million.

The Company recognizes contract liabilities related to long-term agreements to sell SRECs that are prepaid by customers before SRECs are delivered. The Company will recognize revenue associated with the contract liabilities as SRECs are delivered to customers through 2037. As of September 30, 2023, the Company had current and non-current contract liabilities of $3.4 million and $6.1 million, respectively. As of December 31, 2022, the Company had current and non-current contract liabilities of $2.6 million and $5.4 million, respectively. The Company does not have any other significant contract asset or liability balances related to revenues.

4.Variable Interest Entities

The Company consolidates all variable interest entities (“VIEs”) in which it holds a variable interest and is deemed to be the primary beneficiary of the variable interest entity. Generally, a VIE is an entity with at least one of the following conditions: (a) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (b) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is required to consolidate the VIE and to disclose certain information about its significant variable interests in the VIE. The primary beneficiary of a VIE is the entity that has both 1) the power to direct the activities that most significantly impact the entity’s economic performance and 2) the obligations to absorb losses or receive benefits that could potentially be significant to the VIE.

The Company participates in certain partnership arrangements that qualify as VIEs. Consolidated VIEs consist primarily of tax equity financing arrangements and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights. The Company, through its subsidiaries, is the primary beneficiary of such VIEs, because as the manager, it has the power to direct the day-to-day operating activities of the entity. In addition, the Company is exposed to economics that could potentially be significant to the entity given its ownership interest, therefore, has consolidated the VIEs as of September 30, 2023, and December 31, 2022. No VIEs were deconsolidated during the nine months ended September 30, 2023 and 2022.

The obligations of the consolidated VIEs discussed in the following paragraphs are nonrecourse to the Company. In certain instances where the Company establishes a new tax equity structure, the Company is required to provide liquidity in accordance with the contractual agreements. The Company has no requirement to provide liquidity to purchase assets or guarantee performance of the VIEs unless further noted in the following paragraphs. The Company made certain contributions during the nine months ended September 30, 2023 and 2022, as determined in the respective operating agreement.

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

The carrying amounts and classification of the consolidated VIE assets and liabilities included in condensed consolidated balance sheets are as follows:


	As of September 30, 2023		As of December 31, 2022
Current assets	$	26,977	$	16,434
Non-current assets	797,161		445,583
Total assets	$	824,138	$	462,017
Current liabilities	$	10,558	$	5,731
Non-current liabilities	118,162		73,438
Total liabilities	$	128,720	$	79,169

The amounts shown in the table above exclude intercompany balances which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations, and all of the liabilities in the table above can only be settled using VIE resources.

The Company has not identified any VIEs during the nine months ended September 30, 2023 and 2022, for which the Company determined that it is not the primary beneficiary and thus did not consolidate.

The Company considered qualitative and quantitative factors in determining which VIEs are deemed significant. As of September 30, 2023 and December 31, 2022, the Company consolidated thirty-six and twenty-six VIEs, respectively. No VIEs were deemed significant as of September 30, 2023 and December 31, 2022.

On January 11, 2023, the Company completed an acquisition through obtaining a controlling financial interest in a VIE which owns and operates a single 2.7 MW solar generating facility. The Company acquired a controlling financial interest by entering into an asset management agreement which provides the Company with the power to direct the operating activities of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. Concurrent with the asset management agreement, the Company entered into a Membership Interest Purchase Agreement ("MIPA") to acquire all of the outstanding equity interests in the VIE on May 30, 2023. The entire purchase price of $3.8 million was paid on January 11, 2023. As a result of this acquisition, the Company recognized property, plant and equipment of $3.9 million, $0.7 million of operating lease asset, $0.7 million of operating lease liability, and asset retirement obligations of $0.1 million in the unaudited condensed consolidated balance sheet. Pursuant to the MIPA, the Company acquired all of the outstanding equity interests in the entity on May 30, 2023.

On August 3, 2023, the Company completed an acquisition through obtaining a controlling financial interest in two VIEs which own and operate two solar generating facilities totaling 1.4MW of installed capacity. The Company acquired a controlling financial interest by entering into asset management agreements which provide the Company with the power to direct the operating activities of the VIEs and the obligation to absorb losses or receive benefits that could potentially be significant to the VIEs. Concurrent with the asset management agreements, the Company entered into a fixed-price option to acquire 100% of equity interest in these VIEs in 2026, whereby $2 million was paid on August 3, 2023 and $0.2 million will be paid when the options are exercised. As a result of this acquisition, the Company recognized property, plant, and equipment of $2.1 million , $0.1 million of intangible assets, $0.1 million of asset retirement obligations, and $0.2 million of noncontrolling interests in the unaudited condensed consolidated balance sheet.

As discussed in Note 5, on February 15, 2023 the Company completed the True Green II Acquisition through its purchase of all outstanding membership interests in APAF III Operating, LLC from True Green Capital Fund III, L.P. Through the True Green II Acquisition, the Company acquired eleven VIEs that consist primarily of tax equity financing arrangements and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights. The Company, through its subsidiaries, is the primary beneficiary of these VIEs because as the manager, it has the power to direct the day-to-day operating activities of the entity, and is exposed to economics that could potentially be significant to the entities through its ownership interests.

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

5.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

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

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

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

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.

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

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

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 (thousands)	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

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)

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):

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)


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:

Table of Contents

Altus Power, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Dollar amounts in thousands, except per share data, unless otherwise noted)


	Fair Value (thousands)		Weighted Average Amortization Period
Favorable rate revenue contracts – PPA	$	29,479	8 years
Unfavorable rate revenue contracts – PPA	(771)		12 years

6. Debt


	As of September 30, 2023		As of December 31, 2022		Interest Type	Weighted average interest rate
Long-term debt
APAF Term Loan	$	477,752	$	487,179	Fixed	3.51	%
APAF II Term Loan	114,716		125,668		Floating*	SOFR + 1.475%
APAF III Term Loan	265,294		—		Fixed	5.62	%
APAG Revolver	55,000		—		Floating	SOFR + 2.60%
Other term loans	11,000		28,483		Fixed	3.04	%
Financing obligations recognized in failed sale leaseback transactions	43,129		36,724		Imputed	3.97	%
Total principal due for long-term debt	966,891		678,054
Unamortized discounts and premiums	(10,274)		(2,088)
Unamortized deferred financing costs	(

Altus Power, Inc. [AMPS] Filings
10-Q	[2023-11-13]
10-Q	[2023-08-14]
10-Q	[2023-05-15]
10-K	[2023-03-30]
10-Q	[2022-11-14]
10-Q	[2022-08-15]
10-Q	[2022-05-16]
10-K	[2022-03-24]
S-1	[2022-01-10]
10-Q	[2021-11-12]
10-Q	[2021-08-13]
10-Q	[2021-05-17]
10-K	[2021-03-31]
S-1	[2020-11-09]