amps-20220331

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 March 31, 2022


☐			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
Warrants to purchase one share of common stock, each at an exercise price of $11.00	AMPS.WS	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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 ☒

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☒ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 6, 2022, there were 153,650,851 shares of Class A common stock outstanding and 1,207,500 shares of Class B common stock outstanding.

Table of Contents


Pa r t I - Financial Information
Item 1. Financial Statements			4
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Changes in Stockholders' Equity			7
Condensed Consolidated Statements of Cash Flows			8
Notes to Financial Statements			9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk			37
Item 4. Controls and Procedures			38
Part II - Other Information
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			40
Item 3. Defaults Upon Senior Securities			40
Item 4. Mine Safety Disclosures			40
Item 5. Other Information			40
Item 6. Exhibits			40
Signatures			41

Table of Contents

Part I. Financial Statements

Item 1. Financial Statements

Altus Power, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except share and per share data)


	Three Months Ended March 31,
	2022		2021
Operating revenues, net	$	19,199	$	12,471
Operating expenses
Cost of operations (exclusive of depreciation and amortization shown separately below)	4,064		2,920
General and administrative	6,384		3,226
Depreciation, amortization and accretion expense	6,822		4,388
Acquisition and entity formation costs	294		147
Loss (gain) on fair value remeasurement of contingent consideration	169		(1,275)
Stock-based compensation	1,305		37
Total operating expenses	$	19,038	$	9,443
Operating income	161		3,028
Other (income) expense
Change in fair value of redeemable warrant liability	(18,458)		—
Change in fair value of alignment shares liability	(46,346)		—
Other expense (income), net	15		(111)
Interest expense, net	4,938		3,913
Total other (income) expense	$	(59,851)	$	3,802
Income (loss) before income tax benefit	$	60,012	$	(774)
Income tax benefit	123		1,037
Net income	$	60,135	$	263
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	(284)		(699)
Net income attributable to Altus Power, Inc.	$	60,419	$	962
Net income per share attributable to common stockholders
Basic	$	0.39	$	0.01
Diluted	$	0.39	$	0.01
Weighted average shares used to compute net income per share attributable to common stockholders
Basic	152,662,512		88,741,089
Diluted	153,586,538		89,991,570

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

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Altus Power, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share data)


	As of March 31, 2022		As of December 31, 2021
Assets
Current assets:
Cash	$	318,177	$	325,983
Current portion of restricted cash	2,558		2,544
Accounts receivable, net	8,494		9,218
Other current assets	6,619		6,659
Total current assets	335,848		344,404
Restricted cash, noncurrent portion	1,794		1,794
Property, plant and equipment, net	745,991		745,711
Intangible assets, net	16,377		16,702
Goodwill	601		601
Other assets	3,738		4,037
Total assets	$	1,104,349	$	1,113,249
Liabilities, redeemable noncontrolling interests, and stockholders' equity
Current liabilities:
Accounts payable	$	2,394	$	3,591
Interest payable	4,362		4,494
Current portion of long-term debt, net	21,218		21,143
Other current liabilities	3,499		3,663
Total current liabilities	31,473		32,891
Redeemable warrant liability	31,475		49,933
Alignment shares liability	81,113		127,474
Long-term debt, net of unamortized debt issuance costs and current portion	521,869		524,837
Intangible liabilities, net	12,847		13,758
Asset retirement obligations	7,688		7,628
Deferred tax liabilities, net	9,473		9,603
Other long-term liabilities	6,698		5,587
Total liabilities	$	702,636	$	771,711
Commitments and contingent liabilities (Note 9)
Redeemable noncontrolling interests	15,407		15,527
Stockholders' equity
Common stock $0.0001 par value; 988,591,250 shares authorized as of March 31, 2022, and December 31, 2021; 153,648,830 shares issued and outstanding as of March 31, 2022, and December 31, 2021	15		15
Preferred stock $0.0001 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of March 31, 2022, and December 31, 2021	—		—
Additional paid-in capital	406,867		406,259
Accumulated deficit	(40,937)		(101,356)
Total stockholders' equity	$	365,945	$	304,918
Noncontrolling interests	20,361		21,093
Total equity	$	386,306	$	326,011
Total liabilities, noncontrolling interests, and stockholders' equity	$	1,104,349	$	1,113,249

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 March 31, 2022		As of December 31, 2021
Assets of consolidated VIEs, included in total assets above:
Cash	$	7,147	$	7,524
Current portion of restricted cash	1,763		1,763
Accounts receivable, net	2,424		2,444
Other current assets	1,665		1,400
Restricted cash, noncurrent portion	1,122		1,122
Property, plant and equipment, net	361,002		363,991
Intangible assets, net	5,693		6,909
Other assets	953		739
Total assets of consolidated VIEs	$	381,769	$	385,892
Liabilities of consolidated VIEs, included in total liabilities above:
Accounts payable	$	362	$	419
Current portion of long-term debt, net	2,958		2,457
Other current liabilities	746		776
Long-term debt, net of unamortized debt issuance costs and current portion	33,652		34,022
Intangible liabilities, net	1,441		2,420
Asset retirement obligations	4,070		3,988
Other long-term liabilities	637		548
Total liabilities of consolidated VIEs	$	43,866	$	44,630

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 STOCKHOLDERS' EQUITY

(unaudited)

(In thousands, except share data)


	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity (Deficit)		Non Controlling Interests		Total Equity (Deficit)
	Shares	Amount
As of December 31, 2020 (as previously reported)	1,029	$	1	$	2,033	$	(80,802)	$	(78,768)	$	14,016	$	(64,752)
Retroactive application of recapitalization	89,998,947	8		203,739		—		203,747		—		203,747
As of December 31, 2020, effect of reverse acquisition	89,999,976	$	9	$	205,772	$	(80,802)	$	124,979	$	14,016	$	138,995
Accretion of Series A preferred stock	—	—		533		(533)		—		—		—
Stock-based compensation	—	—		37		—		37		—		37
Accrued dividends and commitment fees on Series A preferred stock	—	—		4,216		(4,216)		—		—		—
Payment of dividends and commitment fees on Series A preferred stock	—	—		(8,380)		—		(8,380)		—		(8,380)
Cash distributions to noncontrolling interests	—	—

SEC Form 10-Q filed by Altus Power Inc.