v3.24.0.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on December 20, 2023:
Assets
Accounts receivable876 
Property, plant and equipment131,728 
Intangible assets350 
Operating lease asset15,557 
Other assets2,079 
Total assets acquired150,590 
Liabilities
Intangible liabilities5,200 
Asset retirement obligation1,920 
Operating lease liability17,567 
Other liabilities1,275 
Total liabilities assumed25,962 
Non-controlling interests2,900 
Total fair value of consideration transferred, net of cash acquired$121,728 
The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on July 13, 2023:
Assets
Accounts receivable$273 
Property, plant and equipment28,798 
Operating lease asset891 
Total assets acquired29,962 
Liabilities
Construction payable1,885 
Asset retirement obligation256 
Operating lease liability391 
Total liabilities assumed2,532 
Redeemable non-controlling interests3,040 
Total fair value of consideration transferred$24,390 
The following table presents the final 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 measurement period adjustments:
Provisional accounting as of February 15, 2023Measurement period adjustmentsFinal accounting as of February 15, 2023
Assets
Accounts receivable$4,358 $(357)$4,001 
Property, plant and equipment334,958 9,265 344,223 
Intangible assets850 — 850 
Operating lease asset32,053 198 32,251 
Other assets1,739 835 2,574 
Total assets acquired373,958 9,941 383,899 
Liabilities
Long-term debt(1)
8,100 (200)7,900 
Intangible liabilities4,100 — 4,100 
Asset retirement obligation3,795 — 3,795 
Operating lease liability37,723 (1,932)35,791 
Contract liability(2)
3,534 — 3,534 
Other liabilities— 1,932 1,932 
Total liabilities assumed57,252 (200)57,052 
Redeemable non-controlling interests8,100 1,300 9,400 
Non-controlling interests13,296 204 13,500 
Total fair value of consideration transferred, net of cash acquired$295,310 $8,637 $303,947 
The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values on November 11, 2022, and inclusive of the measurement period adjustments discussed above (in thousands):
Provisional accounting as of November 11, 2022Measurement period adjustmentsFinal accounting as of November 11, 2022
Assets
Accounts receivable
$2,001 $— $2,001 
Derivative assets2,462 — 2,462 
Other assets
432 — 432 
Property, plant and equipment
179,500 — 179,500 
Operating lease asset17,831 (740)17,091 
Intangible assets
29,479 760 30,239 
Total assets acquired
231,705 20 231,725 
Liabilities
Accounts payable275 — 275 
Accrued liabilities746 — 746 
Long-term debt105,346 — 105,346 
Intangible liabilities771 20 791 
Operating lease liability20,961 — 20,961 
Contract liability(1)
7,200 — 7,200 
Asset retirement obligation1,508 — 1,508 
Total liabilities assumed136,807 20 136,827 
Non-controlling interests$184 $— $184 
Total fair value of consideration transferred, net of cash acquired$94,714$—$94,714
Schedule of Business Acquisitions, by Acquisition
The fair value of consideration transferred, net of cash acquired, as of December 20, 2023, is determined as follows:
Cash consideration paid to seller on closing$80,942 
Cash consideration paid to settle debt on behalf of seller38,966 
Purchase price payable(1)
4,189 
Contingent consideration payable2,600 
Total fair value of consideration transferred126,697 
Cash and restricted cash acquired4,969 
Total fair value of consideration transferred, net of cash acquired$121,728 
(1) The Company paid the entire purchase price payable amount after the acquisition date but prior to December 31, 2023.
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 seller21,570 
Total fair value of consideration transferred24,390 
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, 2023Measurement period adjustmentsFinal 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 Green76,046 — 76,046 
Cash consideration in escrow accounts(3)
3,898 — 3,898 
Purchase price payable(4)
7,069 663 7,732 
Contingent consideration payable(5)
— 7,974 7,974 
Total fair value of consideration transferred299,863 8,637 308,500 
Restricted cash acquired4,553 — 4,553 
Total fair value of consideration transferred, net of cash acquired$295,310 $8,637 303,947 
(1) Acquired long-term debt relates to financing obligations recognized in failed sale leaseback transactions. Refer to Note 8, "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 holdback amount that was earned by True Green as of February 15, 2023, based on the completion of construction milestones related to assets in development.
(5) Contingent consideration represents amounts that may be payable upon the Seller's completion of in-development solar energy facilities and the Company obtaining tax equity financing. Refer to the Contingent Consideration section of Note 9, "Fair Value Measurements" for further information.
The fair value of consideration transferred, net of cash acquired, as of November 11, 2022, is determined as follows:
Provisional accounting as of November 11, 2022Measurement period adjustmentsFinal accounting as of November 11, 2022
Cash consideration to the seller on closing
$82,235 $— $82,235 
Fair value of purchase price payable(2)
19,017 — 19,017 
Post-closing purchase price true-up(469)— (469)
Total fair value of consideration transferred
100,783 — 100,783 
Cash acquired
1,220 — 1,220 
Restricted cash acquired
4,849 — 4,849 
Total fair value of consideration transferred, net of cash acquired
$94,714 $— $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 year ended December 31, 2023, the Company paid DESRI $12.5 million of the outstanding purchase price payable net of $0.5 million working capital adjustment.
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination The following table summarizes the estimated fair values and the weighted average amortization periods of the acquired intangible assets and assumed intangible liabilities as of the acquisition date:
Fair Value
(thousands)		Weighted Average Amortization Period
Favorable rate revenue contracts – SREC350 4 years
Unfavorable rate revenue contracts – SREC(5,200)3 years
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 – SREC50 16 years
Unfavorable rate revenue contracts – PPA(800)17 years
Unfavorable rate revenue contracts – SREC(3,300)3 years
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$30,239 8 years
Unfavorable rate revenue contracts – PPA(791)12 years
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$2,903 10 years
Unfavorable rate revenue contracts(464)15 years
Schedule of Business Acquisition, Pro Forma Information The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies.
For the year ended December 31, 2023 (unaudited)For the year ended December 31, 2022 (unaudited)
Operating revenues, net$172,829 $118,871 
Net (loss) income(13,451)64,530 
The unaudited pro forma combined results of operations do not reflect the costs of any integration activities or any benefits that may result from operating efficiencies or revenue synergies.
For the year ended December 31, 2023 (unaudited)For the year ended December 31, 2022 (unaudited)
Operating revenues, net$158,632 $133,962 
Net (loss) income(24,277)65,021