Leases |
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Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases | LEASES We enter into a variety of operating lease agreements through the normal course of business including certain administrative offices. The leases are long-term, non-cancelable real estate lease agreements, expiring at various dates through fiscal 2032. The agreements generally provide for fixed minimum rental payments and the payment of utilities, real estate taxes, insurance, and repairs. We also lease vehicles, IT equipment and certain land parcels related to our energy projects, expiring at various dates through fiscal 2061. The office and land leases make up a significant portion of our operating lease activity. Many of these leases have one or more renewal options that allow us, at our discretion, to renew the lease for six months to seven years. Only renewal options that we believed were likely to be exercised were included in our lease calculations. Many land leases include minimum lease payments that commence or increase when the related project becomes operational. In these cases, we estimated the commercial operation date used to calculate the ROU asset and minimum lease payments.
A portion of our real estate leases are generally subject to annual changes in the Consumer Price Index (“CPI”). We utilized each lease’s minimum lease payments to calculate the lease balances upon transition. The subsequent increases in rent based on changes in CPI were excluded and will be excluded for future leases from the calculation of the lease balances but will be recorded to the consolidated statements of income as part of our operating lease costs.
The discount rate was calculated using an incremental borrowing rate based on financing rates on secured comparable notes with comparable terms and a synthetic credit rating calculated by a third party. We elected to apply the discount rate using the remaining lease term at the date of adoption.
We also enter into leases for service agreements and other leases related to our construction projects such as equipment, mobile trailers, and other temporary structures. We utilize the portfolio approach for this class of lease, which are either short-term leases or are not material.
Rent and related expenses were as follows:
We have a number of leases that are classified as financing leases, which related to transactions that were considered sale-leasebacks under ASC 840. See the sale-leaseback section below for additional information on our financing leases.
The table below sets forth supplemental balance sheet information related to leases:
The costs related to our leases were as follows:
Supplemental cash flow information related to our leases was as follows:
The table below sets forth our estimated minimum future lease obligations under our leases:
Non-monetary Lease Transactions
We have six lease liabilities consisting of payment obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration were recorded during the year end December 31, 2024 based on the fair market value of the project services or back up power expected to be provided, as noted below.
In January 2023, a 37-year land lease commenced with the Navy, which expires in 2059. We are working to complete an In-Kind Consideration Project (“IKCP”), which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCP.
In August 2023, we acquired an energy asset project and assumed the related 30-year land lease agreement with the United States Army (“Army”), which commenced in 2022 and expires in 2052. We are providing backup power as a stand ready obligation as consideration towards our lease obligation.
In January 2024, we acquired four energy asset projects and assumed the related 35 to 37-year land leases agreements with the Navy, which expire between 2053 and 2056. We are working to complete IKCPs, which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCP.
We have a future lease commitment for a project lease with the United States Navy (“Navy”) which has not yet met the criteria for recording a right-of-use (“ROU”) asset or ROU liability. The estimated net present value of this commitment totals $161,169 as of December 31, 2024. We will provide IKCPs, over a thirty-six-year period, which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCPs. Once the lease commences, the ROU asset and liability will be recorded, most likely in 2025.
See Note 7 Energy Assets, Net for additional information on the energy asset projects acquired.
Financing Leases
We entered into sale-leaseback arrangements for solar PV energy assets prior to January 1, 2019, which remain under the previous guidance.
The following table presents a summary of amounts related to these sale-leasebacks included in our consolidated balance sheets:
Net gains from amortization expense in cost of revenues related to deferred gains and losses were $230, $230 and $383 for the years ended December 31, 2024, 2023, and 2022, respectively.
Sale-leasebacks
These facilities are accounted for as failed sales and are classified as long-term financing facilities.
August 2018 Master Sale-leaseback
During the year ended December 31, 2024, we entered into an amended and restated participation agreement which extended the current maturity date to March 31, 2025.
We sold and leased back six energy assets for $61,996 in cash proceeds under this facility during the year ended December 31, 2024. The agreements have interest rates ranging from 0% to 1.86%, as a result of tax credits which were transferred to the counterparty.
During the year ended December 31, 2024, we discovered a defect in a Battery Energy Storage System (“BESS”) that we installed for a customer under a long-term power purchase agreement for a project financed under the August 2018 master sale-leaseback agreement. As a result, the BESS had to be removed. Our financing partner has agreed to temporarily waive any events of default and refrain from pursuing remedies available under the master sale-leaseback associated with the BESS failure until December 31, 2025 to allow remediation of the issue (subject to certain conditions). We have fully funded lease payments due under the master lease agreement through December 31, 2025 into a reserve account from which lease payments will be made.
December 2020 Master Sale-leaseback
We enter into amendments to our December 2020 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. We were in default under this agreement as we had failed to satisfy the insurance requirements and historical coverage ratio under this agreement. On May 3, 2024, we received a waiver on this default. As of December 31, 2023, no further funding was available under this lending commitment.
August 2024 Master Sale-leaseback
On April 18, 2023 we entered into lease agreements with two investors for one energy asset and on August 14, 2024 we sold and leased back the energy asset for $234,788, of which 50% was allocated to each investor under these agreements. One lease has an expiration date of August 14, 2034 with an option to extend to August 14, 2044 while the other has an expiration date of August 14, 2044. At closing, we incurred $2,833 in lenders’ fees and debt issuance costs. In August 2024, we used $140,844 of the proceeds to pay off the April 2023 construction credit facility and made rent prepayments of $60.1 million. As of December 31, 2024, we have no available funds remaining under this lending commitment.
See Note 9 for additional information on these financing facilities.
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Leases | LEASES We enter into a variety of operating lease agreements through the normal course of business including certain administrative offices. The leases are long-term, non-cancelable real estate lease agreements, expiring at various dates through fiscal 2032. The agreements generally provide for fixed minimum rental payments and the payment of utilities, real estate taxes, insurance, and repairs. We also lease vehicles, IT equipment and certain land parcels related to our energy projects, expiring at various dates through fiscal 2061. The office and land leases make up a significant portion of our operating lease activity. Many of these leases have one or more renewal options that allow us, at our discretion, to renew the lease for six months to seven years. Only renewal options that we believed were likely to be exercised were included in our lease calculations. Many land leases include minimum lease payments that commence or increase when the related project becomes operational. In these cases, we estimated the commercial operation date used to calculate the ROU asset and minimum lease payments.
A portion of our real estate leases are generally subject to annual changes in the Consumer Price Index (“CPI”). We utilized each lease’s minimum lease payments to calculate the lease balances upon transition. The subsequent increases in rent based on changes in CPI were excluded and will be excluded for future leases from the calculation of the lease balances but will be recorded to the consolidated statements of income as part of our operating lease costs.
The discount rate was calculated using an incremental borrowing rate based on financing rates on secured comparable notes with comparable terms and a synthetic credit rating calculated by a third party. We elected to apply the discount rate using the remaining lease term at the date of adoption.
We also enter into leases for service agreements and other leases related to our construction projects such as equipment, mobile trailers, and other temporary structures. We utilize the portfolio approach for this class of lease, which are either short-term leases or are not material.
Rent and related expenses were as follows:
We have a number of leases that are classified as financing leases, which related to transactions that were considered sale-leasebacks under ASC 840. See the sale-leaseback section below for additional information on our financing leases.
The table below sets forth supplemental balance sheet information related to leases:
The costs related to our leases were as follows:
Supplemental cash flow information related to our leases was as follows:
The table below sets forth our estimated minimum future lease obligations under our leases:
Non-monetary Lease Transactions
We have six lease liabilities consisting of payment obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration were recorded during the year end December 31, 2024 based on the fair market value of the project services or back up power expected to be provided, as noted below.
In January 2023, a 37-year land lease commenced with the Navy, which expires in 2059. We are working to complete an In-Kind Consideration Project (“IKCP”), which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCP.
In August 2023, we acquired an energy asset project and assumed the related 30-year land lease agreement with the United States Army (“Army”), which commenced in 2022 and expires in 2052. We are providing backup power as a stand ready obligation as consideration towards our lease obligation.
In January 2024, we acquired four energy asset projects and assumed the related 35 to 37-year land leases agreements with the Navy, which expire between 2053 and 2056. We are working to complete IKCPs, which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCP.
We have a future lease commitment for a project lease with the United States Navy (“Navy”) which has not yet met the criteria for recording a right-of-use (“ROU”) asset or ROU liability. The estimated net present value of this commitment totals $161,169 as of December 31, 2024. We will provide IKCPs, over a thirty-six-year period, which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCPs. Once the lease commences, the ROU asset and liability will be recorded, most likely in 2025.
See Note 7 Energy Assets, Net for additional information on the energy asset projects acquired.
Financing Leases
We entered into sale-leaseback arrangements for solar PV energy assets prior to January 1, 2019, which remain under the previous guidance.
The following table presents a summary of amounts related to these sale-leasebacks included in our consolidated balance sheets:
Net gains from amortization expense in cost of revenues related to deferred gains and losses were $230, $230 and $383 for the years ended December 31, 2024, 2023, and 2022, respectively.
Sale-leasebacks
These facilities are accounted for as failed sales and are classified as long-term financing facilities.
August 2018 Master Sale-leaseback
During the year ended December 31, 2024, we entered into an amended and restated participation agreement which extended the current maturity date to March 31, 2025.
We sold and leased back six energy assets for $61,996 in cash proceeds under this facility during the year ended December 31, 2024. The agreements have interest rates ranging from 0% to 1.86%, as a result of tax credits which were transferred to the counterparty.
During the year ended December 31, 2024, we discovered a defect in a Battery Energy Storage System (“BESS”) that we installed for a customer under a long-term power purchase agreement for a project financed under the August 2018 master sale-leaseback agreement. As a result, the BESS had to be removed. Our financing partner has agreed to temporarily waive any events of default and refrain from pursuing remedies available under the master sale-leaseback associated with the BESS failure until December 31, 2025 to allow remediation of the issue (subject to certain conditions). We have fully funded lease payments due under the master lease agreement through December 31, 2025 into a reserve account from which lease payments will be made.
December 2020 Master Sale-leaseback
We enter into amendments to our December 2020 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. We were in default under this agreement as we had failed to satisfy the insurance requirements and historical coverage ratio under this agreement. On May 3, 2024, we received a waiver on this default. As of December 31, 2023, no further funding was available under this lending commitment.
August 2024 Master Sale-leaseback
On April 18, 2023 we entered into lease agreements with two investors for one energy asset and on August 14, 2024 we sold and leased back the energy asset for $234,788, of which 50% was allocated to each investor under these agreements. One lease has an expiration date of August 14, 2034 with an option to extend to August 14, 2044 while the other has an expiration date of August 14, 2044. At closing, we incurred $2,833 in lenders’ fees and debt issuance costs. In August 2024, we used $140,844 of the proceeds to pay off the April 2023 construction credit facility and made rent prepayments of $60.1 million. As of December 31, 2024, we have no available funds remaining under this lending commitment.
See Note 9 for additional information on these financing facilities.
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Leases | LEASES We enter into a variety of operating lease agreements through the normal course of business including certain administrative offices. The leases are long-term, non-cancelable real estate lease agreements, expiring at various dates through fiscal 2032. The agreements generally provide for fixed minimum rental payments and the payment of utilities, real estate taxes, insurance, and repairs. We also lease vehicles, IT equipment and certain land parcels related to our energy projects, expiring at various dates through fiscal 2061. The office and land leases make up a significant portion of our operating lease activity. Many of these leases have one or more renewal options that allow us, at our discretion, to renew the lease for six months to seven years. Only renewal options that we believed were likely to be exercised were included in our lease calculations. Many land leases include minimum lease payments that commence or increase when the related project becomes operational. In these cases, we estimated the commercial operation date used to calculate the ROU asset and minimum lease payments.
A portion of our real estate leases are generally subject to annual changes in the Consumer Price Index (“CPI”). We utilized each lease’s minimum lease payments to calculate the lease balances upon transition. The subsequent increases in rent based on changes in CPI were excluded and will be excluded for future leases from the calculation of the lease balances but will be recorded to the consolidated statements of income as part of our operating lease costs.
The discount rate was calculated using an incremental borrowing rate based on financing rates on secured comparable notes with comparable terms and a synthetic credit rating calculated by a third party. We elected to apply the discount rate using the remaining lease term at the date of adoption.
We also enter into leases for service agreements and other leases related to our construction projects such as equipment, mobile trailers, and other temporary structures. We utilize the portfolio approach for this class of lease, which are either short-term leases or are not material.
Rent and related expenses were as follows:
We have a number of leases that are classified as financing leases, which related to transactions that were considered sale-leasebacks under ASC 840. See the sale-leaseback section below for additional information on our financing leases.
The table below sets forth supplemental balance sheet information related to leases:
The costs related to our leases were as follows:
Supplemental cash flow information related to our leases was as follows:
The table below sets forth our estimated minimum future lease obligations under our leases:
Non-monetary Lease Transactions
We have six lease liabilities consisting of payment obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration were recorded during the year end December 31, 2024 based on the fair market value of the project services or back up power expected to be provided, as noted below.
In January 2023, a 37-year land lease commenced with the Navy, which expires in 2059. We are working to complete an In-Kind Consideration Project (“IKCP”), which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCP.
In August 2023, we acquired an energy asset project and assumed the related 30-year land lease agreement with the United States Army (“Army”), which commenced in 2022 and expires in 2052. We are providing backup power as a stand ready obligation as consideration towards our lease obligation.
In January 2024, we acquired four energy asset projects and assumed the related 35 to 37-year land leases agreements with the Navy, which expire between 2053 and 2056. We are working to complete IKCPs, which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCP.
We have a future lease commitment for a project lease with the United States Navy (“Navy”) which has not yet met the criteria for recording a right-of-use (“ROU”) asset or ROU liability. The estimated net present value of this commitment totals $161,169 as of December 31, 2024. We will provide IKCPs, over a thirty-six-year period, which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCPs. Once the lease commences, the ROU asset and liability will be recorded, most likely in 2025.
See Note 7 Energy Assets, Net for additional information on the energy asset projects acquired.
Financing Leases
We entered into sale-leaseback arrangements for solar PV energy assets prior to January 1, 2019, which remain under the previous guidance.
The following table presents a summary of amounts related to these sale-leasebacks included in our consolidated balance sheets:
Net gains from amortization expense in cost of revenues related to deferred gains and losses were $230, $230 and $383 for the years ended December 31, 2024, 2023, and 2022, respectively.
Sale-leasebacks
These facilities are accounted for as failed sales and are classified as long-term financing facilities.
August 2018 Master Sale-leaseback
During the year ended December 31, 2024, we entered into an amended and restated participation agreement which extended the current maturity date to March 31, 2025.
We sold and leased back six energy assets for $61,996 in cash proceeds under this facility during the year ended December 31, 2024. The agreements have interest rates ranging from 0% to 1.86%, as a result of tax credits which were transferred to the counterparty.
During the year ended December 31, 2024, we discovered a defect in a Battery Energy Storage System (“BESS”) that we installed for a customer under a long-term power purchase agreement for a project financed under the August 2018 master sale-leaseback agreement. As a result, the BESS had to be removed. Our financing partner has agreed to temporarily waive any events of default and refrain from pursuing remedies available under the master sale-leaseback associated with the BESS failure until December 31, 2025 to allow remediation of the issue (subject to certain conditions). We have fully funded lease payments due under the master lease agreement through December 31, 2025 into a reserve account from which lease payments will be made.
December 2020 Master Sale-leaseback
We enter into amendments to our December 2020 master lease and participation agreement from to time to time, which may extend the maturity date, increase the availability, or modify other covenants. We were in default under this agreement as we had failed to satisfy the insurance requirements and historical coverage ratio under this agreement. On May 3, 2024, we received a waiver on this default. As of December 31, 2023, no further funding was available under this lending commitment.
August 2024 Master Sale-leaseback
On April 18, 2023 we entered into lease agreements with two investors for one energy asset and on August 14, 2024 we sold and leased back the energy asset for $234,788, of which 50% was allocated to each investor under these agreements. One lease has an expiration date of August 14, 2034 with an option to extend to August 14, 2044 while the other has an expiration date of August 14, 2044. At closing, we incurred $2,833 in lenders’ fees and debt issuance costs. In August 2024, we used $140,844 of the proceeds to pay off the April 2023 construction credit facility and made rent prepayments of $60.1 million. As of December 31, 2024, we have no available funds remaining under this lending commitment.
See Note 9 for additional information on these financing facilities.
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