UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 10, 2023
SPRUCE
POWER HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
| 001-38971 |
| 83-4109918 |
(State or other jurisdiction
of incorporation) |
| (Commission
File Number) |
| (I.R.S.
Employer
Identification No.) |
1875
Lawrence Street, Suite 320
Denver, CO | | 80202 |
| (Address of principal executive offices) | | (Zip
Code) |
(866)
903-2399
(Company’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act |
| ☒ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
SPRU |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
2.02. Results of Operations and Financial Condition.
On
August 10, 2023, Spruce Power Holding Corporation (the “Company”) issued a press release (the “Press Release”)
announcing the Company’s results for the second quarter ended June 30, 2023. A copy of the Press Release is attached as Exhibit
99.1 to this report. The attached Exhibit 99.1 is furnished pursuant to Item 2.02 of Form 8-K.
The
information in this Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
| |
SPRUCE POWER HOLDING CORPORATION |
| |
|
|
| Date: August 10, 2023 |
By: |
/s/ Jonathan M. Norling |
| |
Name: |
Jonathan M. Norling |
| |
Title: |
Chief Legal Officer |
2
Exhibit
99.1
Spruce
Power Announces Record Net Income in Second Quarter 2023 Earnings Results
DENVER,
COLORADO (August 10, 2023) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”),
a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the quarter
ended June 30, 2023.
Business
Highlights
| ● | Reported
2Q revenue of $22.8 million, net income attributable to stockholders of $3.1 million, and
adjusted EBITDA, together with proceeds from investment in lease agreement, of $13.8 million. |
| ● | Fully
integrated the recent acquisition of “Spruce Power 4 Portfolio”, bringing total
home solar assets and contracts to over 72,000 in 2Q. This represents approximately 44% growth
year-over-year. Spruce now believes that its business cash inflows will range from $110 to
$130 million on an annual run rate basis. |
| ● | Executed
a non-binding Letter of Intent (“LOI”) in July 2023 to acquire a portfolio of approximately
2,400 home solar assets and contracts. This deal is expected to close in the third quarter
of 2023, which would bring total home solar assets and contracts to over 75,000. |
| ● | Reverse
stock split at a 1:8 ratio approved by Board of Directors. Approval of the reverse split
is expected to be presented for shareholder vote in October. |
Management
Commentary and Outlook
“Spruce
delivered a strong performance in the second quarter as we benefited from the first full quarter’s contribution from the recently acquired
“Spruce Power 4 Portfolio” and the wind down of spending associated with our merger and integration of legacy XL Fleet. Results
this quarter are a positive sign that our distributed generation solar energy ownership model is built for both consistent operating
cash flow and profitable growth,” said Christian Fong, Spruce’s Chief Executive Officer.
Mr.
Fong continued, “Looking ahead, with a substantial cash balance of over $190 million and our outlook for positive run rate cash
flow, Spruce is well positioned to pursue growth through our differentiated acquisition strategy, as well as other initiatives that enhance
shareholder value.”
Sarah
Wells, Spruce’s Chief Financial Officer, added “We are proud to have achieved record net income so early in our tenure as a publicly
traded company. In the capital markets, we are executing our stock repurchase program, and more recently, our Board of Directors authorized
a one-for-eight reverse stock split, which will require shareholder approval. The reverse stock split is intended to ensure compliance
with NYSE continued listing standards while also expanding access and marketability to a broader set of institutional investors.”
Consolidated
Financial Results
Revenues
totaled $22.8 million for the second quarter of 2023, compared to $18.1 million for the first quarter of 2023. The sequential increase
is largely attributable to higher production in power purchase agreements (“PPA”).
Operating
expenses (excluding depreciation), including both selling, general & administrative expenses (“SG&A”) and operations
& maintenance, were $19.0 million
compared to $17.6 million for the first quarter of 2023. SG&A expense during the second quarter of 2023 includes $4.7 million of
combined expenses related to legacy XL Fleet, primarily including legal expenses associated with the previously disclosed Securities
and Exchange Commission (“SEC”) inquiry and shareholder lawsuits.
Net
income attributable to stockholders was $3.1 million for the second quarter of 2023, compared to a net loss attributable to stockholders
of $19.4 million for the first quarter of 2023.
Adjusted
EBITDA and proceeds from investment in lease agreement, in the aggregate, was $13.8 million for the second quarter of 2023, compared
to $5.7 million for the first quarter of 2023. Proceeds from investment in lease agreement represent cash flows from the Spruce Power
4 Portfolio.
Balance
Sheet and Liquidity
The
Company’s total principal amount of outstanding debt as of June 30, 2023, fell to $643.9 million with a weighted average cost of 5.6%,
which includes the 2Q impact of hedge arrangements. All debt consists of project finance loans that are non-recourse to the Company.
Total
cash as of June 30, 2023, was $192.1 million, including cash and cash equivalents of $162.7 million and restricted cash of $29.4 million.
This is down from $205.9 million of total cash as of March 31, 2023, primarily due to seasonal timing of semi-annual mezzanine debt payment
and portfolio expenses.
Growth
and Capital Allocation
Spruce
is committed to maximizing long-term value for our shareholders through a disciplined approach that includes strategic acquisitions,
capex projects, common share repurchases, and debt repayment.
In
July 2023, Spruce executed a non-binding letter of intent (LOI) to acquire a portfolio of approximately 2,400 home solar assets and contracts
from a publicly traded company. The portfolio, which is supported by a diverse set of long-lived customer contracts, is complementary
to Spruce’s existing asset base. Spruce intends to fund the acquisition through a combination of cash on hand and non-recourse project
level debt. The transaction is expected to close by the end of August 2023.
During
the second quarter of 2023, Spruce repurchased 1.9 million shares of common stock at a weighted average price per share of $0.87 for
a total cost of $1.6 million, inclusive of transaction costs. Through August 4, 2023, Spruce has repurchased 3.6 million shares of common
stock at a weighted average price per share of $0.89 for a total cost of $3.2 million, inclusive of transaction costs. There was $46.8
million remaining under the Company’s authorized $50 million common share repurchase program as of August 4, 2023.
Reverse
Stock Split
In
August 2023, Spruce’s Board of Directors approved a reverse stock split of the Company’s common stock, and on August 9, 2023, the Company
filed a preliminary proxy statement with the SEC to begin the necessary shareholder vote for approval. The Board’s decision is intended
to ensure the Company gains compliance with the New York Stock Exchange’s (NYSE) continued listing standard related to minimum stock
price. Further details regarding the proposed reverse stock split and the date of the shareholder meeting will be released within the
coming weeks.
Key
Operating Metrics
As
of June 30, 2023, Spruce owned cash flows from over 72,000 home solar assets and contracts across 18 U.S. States with an average remaining
contract life of approximately 12 years. Combined portfolio generation for the three months ended June 30, 2023, was approximately 135
thousand MWh of power. In addition, the Company also serviced 7,000 third-party owned residential solar systems and third-party loans
as of June 30, 2023. Gross Portfolio Value, on a PV6 basis as described below, was $929 million, or $6.27 per share, as of June 30, 2023.
Conference
Call Information
The
Spruce management team will host a conference call to discuss its second quarter 2023 financial results today at 2:30 p.m. Mountain Time.
The call can be accessed live over the telephone by dialing (888) 210-2654 and referencing Conference ID 2486267. Alternatively, the
call can be accessed via a live webcast accessible on the Events & Presentations page in the Investor Relations section of the Company’s
website at www.sprucepower.com. A replay will be available shortly after the call and can be accessed by dialing (800) 770-2030. The
passcode for the replay is 2486267. The replay will be available until August 24, 2023.
About
Spruce Power
Spruce
Power is a leading owner and operator of distributed solar energy assets across the United States. We provide subscription-based services
that make it easy for homeowners to benefit from rooftop solar power and battery storage. Our as-a-service model allows consumers to
access new technology without making a significant upfront investment or incurring maintenance costs. Our company owns the cash flows
from over 72,000 home solar assets and contracts across the United States. For additional information, please visit www.sprucepower.com.
Forward
Looking Statements
Certain
statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities
laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. Forward-looking statements in this release include statements regarding future repurchases under the stock repurchase program,
potential future acquisitions and debt reductions, and the Company’s prospects for long-term growth in revenues, business cash inflows
and earnings. Repurchases under the stock repurchase program will depend upon market prices, trading volume, available cash and other
factors, and, therefore, there is no guarantee as to the number of shares that may be purchased. The Company may not reach a definitive
agreement to purchase the portfolio of approximately 2,400 home solar assets and contracts and such acquisition may not be completed
in a timely manner or at all. These statements are based on various assumptions, whether or not identified in this press release, and
on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a
number of risks and uncertainties that could cause actual results to differ materially from the forward looking statements, including
but not limited to: expectations regarding the growth of the solar industry, home electrification, electric vehicles and distributed
energy resources; the ability to successfully integrate XL Fleet and Spruce; the ability to identify and complete future acquisitions;
the ability to develop and market new products and services; the effects of pending and future legislation; the highly competitive nature
of the Company’s business and markets; the ability to execute on and consummate business plans in anticipated time frames; litigation,
complaints, product liability claims, government investigations and/or adverse publicity; cost increases or shortages in the components
or chassis necessary to support the Company’s products and services; the introduction of new technologies; the impact of natural
disasters and other events beyond our control, such as hurricanes or pandemics on the Company’s business, results of operations,
financial condition, regulatory compliance and customer experience; privacy and data protection laws, privacy or data breaches, or the
loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; risks
related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on
the Company’s future business; the availability of capital; the risk that the proposed reverse stock split, if effected, may not
have the effect of increasing the market price of the Company’s common stock in proportion to the reduction in the number of shares of
common stock outstanding, or at all, and may not result in compliance with NYSE continued listing standards or expanded access and marketability
of the common stock; and the other risks discussed under the heading “Risk Factors” in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 30, 2023, subsequent Quarterly Reports on Form 10-Q and
other documents that the Company files with the SEC in the future. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements
speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.
Additional
Information about the Proposed Reverse Stock Split and Where You Can Find It
The
Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s
stockholders in connection with the special meeting of its stockholders to be held for the purpose of voting on matters relating to the
proposed reverse stock split. The Company will file a definitive proxy statement with the SEC relating to the solicitation of proxies
from its stockholders in connection with the special meeting. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED REVERSE
STOCK SPLIT, STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The
proxy statement and other relevant materials, and any other documents filed by Spruce with the SEC, may be obtained free of charge at
the SEC’s website at www.sec.gov. In addition, stockholders of Spruce may obtain free copies of the documents filed with the SEC by contacting
Spruce’s Corporate Secretary at (866) 903-2399 or by writing to the Corporate Secretary at Spruce Power Holding Corporation, 1875 Lawrence
Street, Suite 320, Denver, Colorado 80202.
Use
of Non-GAAP Financial Information
To
supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting
principles (“GAAP”), Spruce reports certain non-GAAP financial information, which have been reconciled to the nearest GAAP
measures in the tables within this press release. This prospective financial information was not prepared with a view toward compliance
with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation
and presentation of prospective financial information or U.S. GAAP with respect to forward looking financial information. We believe
that these non-GAAP measures, viewed in addition to and not in lieu of our reported GAAP results, provides useful information to investors
by providing a more focused measure of operating results, enhances the overall understanding of past financial performance and future
prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision
making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies.
Earnings
(Loss) Before Interest, Income Taxes, Depreciation, and Amortization (“EBITDA”):
We
define EBITDA as our consolidated net income (loss) and adding back interest expense, income taxes, and depreciation and amortization.
We believe EBITDA provides meaningful information to the performance of our business and therefore we use it to supplement our GAAP reporting.
We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform
additional analyses of operating results.
Adjusted
EBITDA and Adjusted Net Income (Loss):
We
believe that Adjusted EBITDA and Adjusted Net Income (loss), which excludes certain identified items that we do not consider to be part
of our ongoing business, improves the comparability of year-to-year results, and is representative of our underlying performance. Management
uses this information to assess and measure the performance of our operating segment. We have chosen to provide this supplemental information
to investors, analysts and other interested parties to enable them to perform additional analyses of operating results, to illustrate
the results of operations giving effect to the non-GAAP adjustments shown in the below reconciliations, and to provide an additional
measure of performance.
Business
Cash Inflows:
We
define business cash inflows as receipts of cash from long-term customer contracts, proceeds from investment in SEMTH master lease agreement,
cash flows from SRECs and proceeds from customer contract buyouts. Business cash inflows may also include interest earned on cash invested,
servicing revenue from third-parties and other extraordinary one time receipts.
Portfolio
Value Metrics
We
believe Portfolio Value Metrics are helpful to management, investors, and analysts to understand the value of our business and to evaluate
the estimated remaining value of our customer contracts, including present value implied from future, uncontracted sales of solar renewable
energy credits generated from assets that the Company owns today.
| ● | Gross
Portfolio Value reflects the remaining projected net cash flows from current customers discounted
at 6% (“PV6”) |
| ● | Projected
cash flows include the customer’s initial agreement plus renewal |
| ($ in millions) | |
As of
June 30, 2023 | |
| Contracted Portfolio Value (1) | |
$ | 697 | |
| Renewal Portfolio Value (2) | |
| 217 | |
| Uncontracted Renewable Energy Credits (3) | |
| 16 | |
| Gross Portfolio Value (4) | |
$ | 929 | |
| (1) | Contracted
Portfolio Value represents the present value of the remaining net cash flows discounted at 6% during the initial term of the company’s
customer agreements as of the measurement date. It is calculated as the present value of cash flows discounted at 6% that the company
expects to receive from customers in future periods as set forth in customer agreements, after deducting expected operating and maintenance
costs, equipment replacements costs, distributions to tax equity partners in consolidated joint venture partnership flip structures,
and distributions to third party project equity investors. The calculation includes cash flows the company expects to receive in future
periods from state incentive and rebate programs, contracted sales of solar renewable energy credits, and awarded net cash flows from
grid service programs with utilities or grid operators. |
| (2) | Renewal
Portfolio Value is the forecasted net present value the company would receive upon or following the expiration of the initial customer
agreement term, but before the 30th anniversary of the system’s activation in the form of cash payments during any applicable renewal
period for customers as of the measurement date. The company calculates the Renewal Portfolio Value amount at the expiration of the initial
contract term assuming either a system purchase or a renewal and a 30-year customer relationship (although the customer may renew for
additional years, or purchase the system), at a contract rate equal to 90% of the customer’s contractual rate in effect at the
end of the initial contract term. After the initial contract term, a majority of the company’s customer agreements automatically
renew on an annual basis and the rate is initially set at up to a 10% discount to then-prevailing utility power prices. |
| (3) | Uncontracted
sales of solar Renewable Energy Credits (RECs) based on forward market REC pricing curves, adjusted for liquidity discounts. |
| (4) | Gross
Portfolio Value represents the sum of Contracted Portfolio Value, Renewal Portfolio Value and Uncontracted RECs. |
Spruce Power Holding Corporation
Consolidated Statements of Operations
For the Three Months Ended June 30, 2023 and
2022
| | |
Three Months Ended
June 30, | |
| (In thousands, except per share and share amounts) | |
2023 | | |
2022 | |
| | |
| | |
| |
| Revenues | |
$ | 22,813 | | |
$ | — | |
| Operating expenses: | |
| | | |
| | |
| Cost of revenues | |
| 8,594 | | |
| — | |
| Selling, general, and administrative expenses | |
| 15,985 | | |
| 9,782 | |
| Total operating expenses | |
| 24,579 | | |
| 9,782 | |
| Loss from operations | |
| (1,766 | ) | |
| (9,782 | ) |
| Other (income) expense: | |
| | | |
| | |
| Interest expense, net | |
| 7,216 | | |
| 7 | |
| Gain on disposal of assets | |
| (794 | ) | |
| — | |
| Change in fair value of obligation to issue shares of common stock to sellers of World Energy | |
| — | | |
| (137 | ) |
| Change in fair value of warrant liabilities | |
| (33 | ) | |
| (1,783 | ) |
| Change in fair value of interest rate swaps | |
| (9,190 | ) | |
| — | |
| Other income, net | |
| (752 | ) | |
| (22 | ) |
| Net income (loss) from continuing operations | |
| 1,787 | | |
| (7,847 | ) |
| Net loss from discontinued operations | |
| (183 | ) | |
| (4,851 | ) |
| Net income (loss) | |
| 1,604 | | |
| (12,698 | ) |
| Less: Net loss attributable to redeemable noncontrolling interests and noncontrolling interests | |
| (1,461 | ) | |
| — | |
| Net income (loss) attributable to stockholders | |
$ | 3,065 | | |
$ | (12,698 | ) |
| Net income (loss) attributable to stockholders per share, basic | |
$ | 0.02 | | |
$ | (0.09 | ) |
| Net income (loss) attributable to stockholders per share, diluted | |
$ | 0.02 | | |
$ | (0.09 | ) |
| Net loss from discontinued operations, basic | |
$ | — | | |
$ | (0.03 | ) |
| Net loss from discontinued operations, diluted | |
$ | — | | |
$ | (0.03 | ) |
| Weighted-average shares outstanding, basic | |
| 148,894,058 | | |
| 142,247,590 | |
| Weighted-average shares outstanding, diluted | |
| 161,606,658 | | |
| 142,247,590 | |
Spruce Power Holding Corporation
Reconciliation of Non-GAAP Financial Measures
For the Three Months Ended June 30, 2023 and
March 31, 2023
| | |
Three Months
Ended
June 30, | | |
Three Months
Ended
March 31 | |
| (In thousands) | |
2023 | | |
2023 | |
| Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA | |
| | |
| |
| Net income (loss) attributable to stockholders | |
$ | 3,065 | | |
$ | (19,395 | ) |
| Net income (loss) attributable to noncontrolling interests | |
| (1,461 | ) | |
| 551 | |
| Interest expense, net | |
| 7,216 | | |
| 6,816 | |
| Depreciation and amortization | |
| 4,647 | | |
| 5,507 | |
| EBITDA | |
| 13,467 | | |
| (6,521 | ) |
| Net loss on discontinued operations | |
| 183 | | |
| 3,866 | |
| Restructuring charges | |
| 293 | | |
| 672 | |
| Legal charges related to SEC investigation and shareholder lawsuits | |
| 3,083 | | |
| 2,153 | |
| (Gain) loss on disposal of assets | |
| (794 | ) | |
| (2,658 | ) |
| Change in fair value of interest rate swaps | |
| (9,190 | ) | |
| 5,588 | |
| Meter upgrade campaign | |
| 1,122 | | |
| 554 | |
| Other one-time costs | |
| 969 | | |
| 720 | |
| Change in fair value warrant liabilities | |
| (33 | ) | |
| (115 | ) |
| Non-recurring acquisition/divestment expenses | |
| 446 | | |
| 409 | |
| Adjusted EBITDA | |
$ | 9,546 | | |
$ | 4,668 | |
Spruce Power Holding Corporation
Reconciliation of Non-GAAP Financial Measures
For the Three Months Ended June 30, 2023
| | |
Three
Months Ended
June 30, | |
| (In thousands) | |
2023 | |
| Reconciliation of Net Income (Loss) to Adjusted Net Loss | |
| |
| Net income (loss) attributable to stockholders | |
$ | 3,065 | |
| Net income (loss) attributable to noncontrolling interests | |
| (1,461 | ) |
| Net loss on discontinued operations | |
| 183 | |
| Restructuring charges | |
| 293 | |
| Legal charges related to SEC investigation and shareholder lawsuits | |
| 3,083 | |
| (Gain) loss on disposal of assets | |
| (794 | ) |
| Change in fair value of interest rate swaps | |
| (9,190 | ) |
| Meter upgrade campaign | |
| 1,122 | |
| Other one-time costs | |
| 969 | |
| Change in fair value warrant liabilities | |
| (33 | ) |
| Non-recurring acquisition/divestment expenses | |
| 446 | |
| Adjusted Net Loss | |
$ | (2,317 | ) |
Spruce Power Holding Corporation
Consolidated Balance Sheets
June 30, 2023 and December 31, 2022
| | |
As of | |
| (In thousands, except share and per share amounts) | |
June 30,
2023 | | |
December 31,
2022 | |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 162,749 | | |
$ | 220,321 | |
| Restricted cash | |
| 29,361 | | |
| 19,823 | |
| Accounts receivable, net of allowance of $11.3 million and $12.2 million as of June 30, 2023 and December 31, 2022, respectively | |
| 13,565 | | |
| 8,336 | |
| Interest rate swap assets, current | |
| 13,558 | | |
| 10,183 | |
| Prepaid expenses and other current assets | |
| 8,062 | | |
| 5,316 | |
| Current assets of discontinued operations | |
| — | | |
| 10,977 | |
| Total current assets | |
| 227,295 | | |
| 274,956 | |
| Investment related to SEMTH master lease agreement | |
| 146,627 | | |
| — | |
| Property and equipment, net | |
| 475,688 | | |
| 396,168 | |
| Interest rate swap assets, non-current | |
| 21,900 | | |
| 22,069 | |
| Intangible assets, net | |
| 10,553 | | |
| — | |
| Deferred rent assets | |
| 1,585 | | |
| 1,626 | |
| Right-of-use assets, net | |
| 4,499 | | |
| 2,802 | |
| Goodwill | |
| 28,757 | | |
| 128,548 | |
| Other assets | |
| 254 | | |
| 383 | |
| Long-term assets of discontinued operations | |
| 37 | | |
| — | |
| Total assets | |
$ | 917,195 | | |
$ | 826,552 | |
| | |
| | | |
| | |
| Liabilities, redeemable noncontrolling interests and stockholders’ equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 3,291 | | |
$ | 2,904 | |
| Current portion of long-term debt | |
| 25,971 | | |
| 25,314 | |
| Accrued expenses and other current liabilities | |
| 19,521 | | |
| 21,509 | |
| Deferred revenue, current | |
| 86 | | |
| 39 | |
| Lease liability, current | |
| 706 | | |
| 834 | |
| Current liabilities of discontinued operations | |
| — | | |
| 9,097 | |
| Total current liabilities | |
| 49,575 | | |
| 59,697 | |
| Long-term debt, net of current portion | |
| 587,393 | | |
| 474,441 | |
| Deferred revenue, non-current | |
| 887 | | |
| 452 | |
| Lease liability, non-current | |
| 4,582 | | |
| 2,426 | |
| Warrant liabilities | |
| 109 | | |
| 256 | |
| Unfavorable solar renewable energy agreements, net | |
| 8,278 | | |
| — | |
| Other long-term liabilities | |
| 15 | | |
| 10 | |
| Long-term liabilities of discontinued operations | |
| 191 | | |
| 294 | |
| Total liabilities | |
| 651,030 | | |
| 537,576 | |
| Commitments and contingencies | |
| | | |
| | |
| Redeemable noncontrolling interests | |
| 199 | | |
| 85 | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock, $0.0001 par value; 350,000,000 shares authorized at June 30, 2023 and December 31, 2022; 150,143,890 and 148,279,717 shares issued and outstanding at June 30, 2023, respectively, and 144,375,226 issued and outstanding at December 31, 2022 | |
| 14 | | |
| 14 | |
| Additional paid-in capital | |
| 473,538 | | |
| 473,277 | |
| Noncontrolling interests | |
| 2,415 | | |
| 8,942 | |
| Accumulated deficit | |
| (208,387 | ) | |
| (193,342 | ) |
| Treasury stock at cost, 1,864,173 shares and 0 at June 30, 2023 and December 31, 2022, respectively | |
| (1,614 | ) | |
| — | |
| Total stockholders’ equity | |
| 265,966 | | |
| 288,891 | |
| Total liabilities, redeemable noncontrolling interests and stockholders’ equity | |
$ | 917,195 | | |
$ | 826,552 | |
For More Information
Investor Contact: investors@sprucepower.com
Head of Investor Relations: Bronson Fleig
Media Contact: publicrelations@sprucepower.com
9
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