Acquisitions (Tables)

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [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 January 31, 2024:


	Provisional accounting as of January 31, 2024		Measurement period adjustments		Adjusted provisional accounting as of January 31, 2024
Assets
Accounts receivable	$	1,649	$	(72)	$	1,577
Property, plant and equipment	123,363		(789)		122,574
Operating lease asset	7,835		(1,799)		6,036
Other assets	1,691		(126)		1,565
Total assets acquired	134,538		(2,786)		131,752

Liabilities
Accounts payable	249		64		313
Intangible liabilities	2,370		(800)		1,570
Asset retirement obligation	1,374		—		1,374
Operating lease liability	7,187		(1,799)		5,388
Contract liability	1,130		—		1,130
Other liabilities	393		(30)		363
Total liabilities assumed	12,703		(2,565)		10,138
Non-controlling interests	2,100		—		2,100
Total fair value of consideration transferred	$	119,735	$	(221)	$	119,514

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:


	Provisional accounting as of December 20, 2023		Measurement period adjustments		Adjusted provisional accounting as of December 20, 2023
Assets
Accounts receivable	$	876	$	—	$	876
Property, plant and equipment	131,728		(496)		131,232
Intangible assets	350		—		350
Operating lease asset	15,557		—		15,557
Other assets	2,079		(95)		1,984
Total assets acquired	150,590		(591)		149,999

Liabilities
Intangible liabilities	5,200		—		5,200
Asset retirement obligation	1,920		—		1,920
Operating lease liability	17,567		—		17,567
Other liabilities	1,275		(517)		758
Total liabilities assumed	25,962		(517)		25,445
Non-controlling interests	2,900		—		2,900
Total fair value of consideration transferred, net of cash acquired	$	121,728	$	(74)	$	121,654

Schedule of Business Acquisitions, by Acquisition

The fair value of consideration transferred, net of cash acquired, as of January 31, 2024, is determined as follows:


Cash consideration paid to Vitol on closing	$	119,690	$	—	$	119,690
Post-closing purchase price true-up	45		(221)		(176)
Total fair value of consideration transferred	119,735		(221)		119,514

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	$	—	$	80,942
Cash consideration paid to settle debt on behalf of seller	38,966		—		38,966
Purchase price payable(1)	4,189		—		4,189
Contingent consideration payable	2,600		—		2,600
Total fair value of consideration transferred	126,697		—		126,697
Cash and restricted cash acquired	4,969		74		5,043
Total fair value of consideration transferred, net of cash acquired	$	121,728	$	(74)	$	121,654

(1) The Company paid the entire purchase price payable amount after the acquisition date but prior to December 31, 2023.

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 assumed intangible liabilities as of the acquisition date:


	Fair Value (thousands)	Weighted Average Amortization Period
Unfavorable rate revenue contracts – PPA	(100)	11 years
Unfavorable rate revenue contracts – SREC	(1,470)	10 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 – SREC	350	4 years
Unfavorable rate revenue contracts – SREC	(5,200)	3 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 three months ended June 30, 2024 (unaudited)		For the three months ended June, 2023 (unaudited)		For the six months ended June 30, 2024 (unaudited)		For the six months ended June, 2023 (unaudited)
Operating revenues, net	$	52,460	$	49,381	$	93,981	$	81,345
Net income	33,329		5,039		38,548		9,375