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BUSINESS ACQUISITIONS
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS ACQUISITIONS BUSINESS ACQUISITIONS
Business Combination - Enel Purchase Transaction
On January 4, 2024, the Company closed a purchase transaction with Enel Green Power North America ("EGPNA"), a subsidiary of Enel SpA (ENEL.MI) to acquire a portfolio of assets which includes two contracted geothermal power plants, one triple hybrid power plant which consists of geothermal, solar PV, and solar thermal units, two stand-alone solar power plants, and two greenfield development assets, for a total cash consideration of $274.6 million (including customary post-closing working capital adjustment to the purchase price, based on the levels of net working capital of the acquired companies) for 100% of the equity interests in the entities holding those assets.
The geothermal power plants include the Cove Fort power plant located in Beaver County, Utah, which sells electricity under a long-term power purchase agreement (“PPA”) with Salt River Project, and the Salt Wells power plant located in Churchill County, Nevada, which sells electricity under a long-term PPA with NV Energy. The Stillwater triple hybrid geothermal, solar PV and solar thermal power plant is located in Churchill County, Nevada, and sells electricity to NV Energy under a PPA. The solar assets of Stillwater solar PV II in Churchill County, Nevada, and Woods Hill in Windham County, Connecticut, sell their electricity under PPAs, respectively.
As a result of the acquisition, the Company expanded its overall generation capacity and expects to improve the profitability of the purchased assets through cost reduction, synergies and development of the greenfield assets. The Company accounted for the transaction in accordance with Accounting Standard Codification ("ASC") 805, Business Combinations, and following the transaction, the Company consolidates the power plants and all other assets included in the transaction in accordance with ASC 810, Consolidation.
In the first quarter of 2024, and during 2023, the Company incurred $1.3 million, and $1.1 million of acquisition-related costs, respectively. Such costs are included under "General and administrative expenses" in the consolidated statements of operations and comprehensive income for the respective periods. There were no such costs in the second, third and fourth quarters of 2024. Accounting guidance provides that the allocation of the purchase price may be adjusted for up to one year from the date of the acquisition to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date.
The following table summarizes the purchase price allocation to the fair value of the assets acquired and liabilities assumed (in millions):
Trade receivables and others (1)
$4.4 
Deferred income taxes2.9 
Property, plant and equipment and construction-in-process (2)
197.7 
Operating lease right of use1.2 
Other long-term assets0.2 
Intangible assets (3)
23.6 
Total assets acquired$230.0 
Accounts payable, accrued expenses and others$1.5 
Other current liabilities1.8 
Operating lease liabilities1.2 
Other long-term liabilities5.0 
Asset retirement obligation6.8 
Total liabilities assumed $16.3 
Total assets acquired, and liabilities assumed, net$213.7 
Goodwill (4)
$60.9 
(1) The gross amount of trade receivables was fully collected subsequent to acquisition date.
(2) The fair value of Property, plant and equipment was estimated by applying the income approach and utilizing the discounted cash flow method. This methodology assesses the value of tangible assets by computing the anticipated cash flows expected to be generated by the respective assets.
(3) Intangible assets are related to the long-term electricity PPAs described above and are amortized over the term of those PPAs. The fair value of the intangible assets was estimated by applying the income approach and utilizing the With and Without method.
(4) Goodwill is primarily related to the expected synergies, potential cost savings in operations as a result of the purchase transaction as well as potential future development of the greenfield assets. The goodwill is allocated to the Electricity segment and is deductible for tax purposes.
During the year ended December 31, 2024, the acquired portfolio of assets contributed $33.3 million to the Company Electricity revenues, and $8.8 million to the Company's earnings which were included in the Company's consolidated statements of operations and comprehensive income for that period.
The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2023. The pro forma results below include the impact of certain adjustments related to the depreciation of property, plant and equipment, amortization of intangible assets, transaction-related costs, interest costs, and the related income tax effects. This pro forma presentation does not include any impact from transaction synergies or any other material, nonrecurring adjustments directly attributable to the business combination.
Pro forma for the Year Ended
20242023
(Dollars in millions)
Electricity revenues$702.3 $702.2 
Total revenues879.7 864.9 
Net income attributable to the Company's stockholders125.2 111.0