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Table of Contents
<br />• capital investment in current and future energy assets
<br />• material, equipment, and other expenditures for large projects
<br />We regularly monitor and assess our ability to meet funding requirements. We believe that cash and cash equivalents, working capital and availability under our revolving
<br />senior secured credit facility, combined with our right (subject to lender consent) to increase our revolving credit facility by $100.0 million, plus develop and sell transactions,
<br />tax equity transfers, and our general access to credit and equity markets, will be sufficient to fund our operations through at least February 2025. With the adjustments to the
<br />anticipated timeline for completing the SCE battery storage projects, we requested an additional extension to the maturity date for the remaining principal amount of the delayed
<br />draw term loan A under our senior secured credit facility, which is scheduled to mature April 15, 2024.
<br />We continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate and that we can meet our capital and
<br />debt service requirements. This may include limiting discretionary spending across the organization and re -prioritizing our capital projects amid times of political unrest, the
<br />duration of supply challenges, and the rate and duration of the inflationary pressures. For example, recent increases in inflation and interest rates have impacted overall market
<br />returns on assets. We have therefore been particularly prudent in our capital commitments over the past few quarters, ensuring that our assets in development continue to align
<br />with our hurdle rates.
<br />August 2023 Purchase and Sale Agreement
<br />On August 4, 2023, we entered into a purchase and sale agreement to acquire an energy asset project and the right to acquire 100% of the stock of BCE in a two -phased
<br />transaction, exclusive of each other. Phase 1, the purchase of the energy asset project, closed on August 4, 2023 and did not constitute a business in accordance with ASC 805-
<br />50, Business Combinations.
<br />The adjusted purchase price for phase 1 was $88.0 million, of which $5.0 million was paid in cash, $46.7 million was financed through a seller's note, and we assumed a
<br />construction loan on the energy asset project for $36.3 million. We are in process of converting the construction loan to a term loan. We also received cash of $11.2 million.
<br />During the year ended December 31, 2023, we paid $18.4 million in principal on the seller's note, the balance of which was paid in January 2024. We also agreed to sell back to
<br />the seller investment tax credits for the project acquired as part of this transaction for the fair market value of these credits and we received $21.0 million in January 2024 for the
<br />transfer of these credits. In addition, we assumed a land lease for the energy asset project. See Note 8 Leases for additional information on the lease.
<br />In the second phase, which closed on January 12, 2024, we acquired BCE, including its interest in one of our consolidated joint venture and its interests in project subsidiaries
<br />developing or with rights to develop solar, battery, and microgrid assets for a purchase price of $39.1 million, of which $6.6 million was paid at the closing. The remaining
<br />$32.5 million was financed by a seller's note accruing interest of 5.0% and is payable in August 2024. We may be required to make additional contingent payments for this
<br />acquisition based on certain projects achieving commercial operation and if the projects qualify for higher energy tax credits than expected.
<br />Senior Secured Credit Facility — Revolver and Term Loans
<br />During the year ended December 31, 2023, we entered into three amendments to our fifth amended and restated senior secured credit facility, which extended the maturity date
<br />of our delayed draw term loan A, resulted in $155.0 million paid for the year ended December 31, 2023, $10.0 million due and paid on January 31, 2024 and February 14,
<br />2024, and $10.0 million due on March 31, 2024. The remaining principal amount of our delayed draw term loan is $35.0 million which is due on April 15, 2024. The overall
<br />rate table for all loans under the current agreement was also increased by 0.25%. The amendment increased the total funded debt to EBITDA covenant ratio from a maximum of
<br />3.50 to 3.75 for the quarter ending December 31, 2023, and 3.50 thereafter.
<br />As of December 31, 2023, the balance on the senior secured credit facility was $279.9 million and we had funds available of $37.5 million.
<br />After the end of the year, we announced that we had engaged an investment bank to raise subordinated debt as required by the December 2023 amendment to our senior secured
<br />credit facility. The debt raise, if successful, would be used to repay outstanding amounts on the senior secured credit facility.
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