v3.25.1
Acquisitions
3 Months Ended
Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
NJR Acquisitions
On November 22, 2024, the Company acquired approximately 9,800 solar energy systems from the subsidiary of a publicly traded, regulated utility company for $132.5 million (the “Initial NJR Acquisition”) pursuant to an asset purchase agreement (the “APA”). The solar energy systems acquired have an average remaining contract life of approximately 11 years. The Initial NJR Acquisition was funded in part by the proceeds from the concurrent issuance of the SP5 Facility and $22.7 million of the Company’s cash balances. Under the APA, the Company may be obligated to acquire approximately 200 additional solar energy systems, subject to those systems having achieved operational milestones. Assuming those milestones are achieved, the aggregate purchase consideration payable with respect to these additional solar energy systems would be approximately $5.0 million pursuant to the APA, subject to adjustment thereof. During the three months ended March 31, 2025, the Company acquired 83 of the additional 200 solar energy systems, in the aggregate, for approximately $1.6 million in cash, inclusive of transaction costs of $0.1 million (together with the Initial NJR Acquisition, the “NJR Acquisitions”).
Subsequent to March 31, 2025, the Company acquired 66 of the additional 200 solar energy systems for approximately $1.7 million in cash. The Company is unable to determine the total number of remaining solar energy systems that it may be obligated to acquire.
The NJR Acquisitions have been accounted for as acquisitions of assets, wherein the total consideration paid was allocated to the assets acquired and liabilities assumed based on their relative fair value. The Company’s determination of the fair value of assets acquired and liabilities assumed was based on an independent third-party valuation, which involved significant estimates and assumptions, including Level 3 (unobservable) inputs, using the income method approach to value long-lived assets. The Company engages third-party appraisal firms to assist in the fair value determination, however management is responsible for, and ultimately determines the fair value.
For the Initial NJR Acquisition, the Company estimated the fair value of the assets to be approximately $132.5 million, inclusive of transaction costs of $0.3 million, all of which was allocated to the solar energy systems. For the 83 additional solar energy systems acquired during the three months ended March 31, 2025, the Company estimated the fair value of the assets to be approximately $2.1 million, inclusive of transaction costs of $0.1 million, all of which was allocated to the solar energy systems.