Spruce Power Holding (SPRU) 10-Q 9 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 04, 2022
Cover [Abstract]
Document type	10-Q
Document quarterly report	true
Document period end date	Sep. 30, 2022
Document transition report	false
Entity file number	001-38971
Entity registrant name	XL Fleet Corp.
Entity incorporation, state or country code	DE
Entity tax identification number	83-4109918
Entity address, address line one	47000 Liberty Drive
Entity address, city or town	Wixom
Entity address, state or province	MI
Entity address, postal zip code	48393
City area code	(617)
Local phone number	718-0329
Title of 12(b) security	Shares of common stock, $0.0001 par value
Trading symbol	XL
Security exchange name	NYSE
Entity current reporting status	Yes
Entity interactive data current	Yes
Entity filer category	Large Accelerated Filer
Entity small business	false
Entity emerging growth company	false
Entity shell company	false
Entity common stock, shares outstanding		144,120,662
Entity central index key	0001772720
Current fiscal year end date	--12-31
Document fiscal period focus	Q3
Document fiscal year focus	2022
Amendment flag	false

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 239,512	$ 351,676
Restricted cash	32,122	150
Accounts receivable, net	17,159	6,477
Inventory, net	14,101	15,262
Interest rate swap assets, current	7,229	0
Prepaid expenses and other current assets	5,674	1,040
Total current assets	315,797	374,605
Solar energy systems, net	404,380	0
Other property and equipment, net	1,655	3,495
Interest rate swap assets, non-current	28,001	0
Intangible assets, net	1,061	1,863
Right-of-use asset	7,635	4,564
Goodwill	158,636	8,606
Other assets	466	88
Total assets	917,631	393,221
Current liabilities:
Current portion of long-term debt	25,340	78
Accounts payable	6,806	3,799
Lease liability, current	1,462	900
Accrued expenses and other current liabilities	25,101	11,856
Total current liabilities	58,709	16,633
Long-term debt, net of current portion	485,030	21
Deferred revenue	1,458	691
Lease liability, non-current	7,003	3,599
Warrant liabilities	259	5,405
Contingent consideration	73	541
Other long-term liabilities	10	0
New market tax credit obligation	0	4,521
Total liabilities	552,542	31,411
Redeemable noncontrolling interests	38,900	0
Stockholders’ equity
Common stock, $0.0001 par value; 350,000,000 shares authorized at September 30, 2022 and December 31, 2021; 143,863,062 and 140,540,671 issued and outstanding at September 30, 2022 and December 31, 2021, respectively	14	14
Additional paid-in capital	464,042	461,207
Noncontrolling interests	12,324	0
Accumulated deficit	(150,191)	(99,411)
Total stockholders’ equity	326,189	361,810
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$ 917,631	$ 393,221

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	350,000,000	350,000,000
Common stock, issued (in shares)	143,863,062	140,540,671
Common stock, outstanding (in shares)	143,863,062	140,540,671

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues	$ 8,360	$ 3,200	$ 16,133	$ 7,569
Operating expenses:
Engineering, research and development	2,348	3,217	7,741	7,438
Selling, general, and administrative expenses	29,343	12,742	53,802	31,522
Impairment of goodwill	0	0	8,606	0
Total operating expenses	36,368	18,469	82,467	45,593
Loss from operations	(28,008)	(15,269)	(66,334)	(38,024)
Other (income) expense:
Interest expense, net	2,122	14	2,141	35
Gain on extinguishment of debt	0	0	(4,527)	0
Loss on asset disposal	771	24	755	45
Change in fair value of obligation to issue shares of common stock to sellers of World Energy	(42)	(532)	(540)	(18)
Change in fair value of warrant liability	(646)	(7,229)	(5,146)	(81,960)
Change in fair value of interest rate swaps	(8,533)	0	(8,533)	0
Other income	(94)	(15)	(123)	(40)
Net (loss) income	(21,586)	(7,531)	(50,361)	43,914
Net income (loss)	419	0	419	0
Net (loss) income attributable to XL Fleet	$ (22,005)	$ (7,531)	$ (50,780)	$ 43,914
Net (loss) income attributable to XL Fleet per share, basic (in dollars per share)	$ (0.15)	$ (0.05)	$ (0.36)	$ 0.32
Net (loss) income attributable to XL Fleet per share, diluted (in dollars per share)	$ (0.15)	$ (0.05)	$ (0.36)	$ 0.30
Weighted-average shares outstanding, basic (in shares)	142,895,483	139,392,170	142,142,971	138,082,355
Weighted-average shares outstanding, diluted (in shares)	142,895,483	139,392,170	142,142,971	148,469,108
Solar energy systems depreciation
Operating expenses:
Cost of revenues	$ 1,334	$ 0	$ 1,334	$ 0
Operations and maintenance
Operating expenses:
Cost of revenues	640	0	640	0
Loan servicing
Operating expenses:
Cost of revenues	2	0	2	0
Inventory and other direct costs
Operating expenses:
Cost of revenues	$ 2,701	$ 2,510	$ 10,342	$ 6,633

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Redeemable Noncontrolling Interests	Common Stock	Additional Paid-In Capital	Noncontrolling Interests	Accumulated Deficit
Balance (in shares) at Dec. 31, 2020			131,365,254
Balance at Dec. 31, 2020	$ 188,896		$ 13	$ 317,084		$ (128,201)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)			65,875
Exercise of stock options	16			16
Exercise of warrants (in shares)			233,555
Exercise of Public warrants (in shares)			7,441,020
Exercise of Public warrants	85,555		$ 1	85,554
Settlement of warrant liability upon exercise of warrants	47,162			47,162
Settlement of warrant liability upon call of warrants	591			591
Proceeds from PIC shares recapitalization	75			75
Stock-based compensation expense	442			442
Net income (loss)	61,914					61,914
Balance (in shares) at Mar. 31, 2021			139,105,704
Balance at Mar. 31, 2021	384,651		$ 14	450,924		(66,287)
Balance (in shares) at Dec. 31, 2020			131,365,254
Balance at Dec. 31, 2020	188,896		$ 13	317,084		(128,201)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	43,914
Balance (in shares) at Sep. 30, 2021			139,403,914
Balance at Sep. 30, 2021	370,054		$ 14	454,327		(84,287)
Balance (in shares) at Mar. 31, 2021			139,105,704
Balance at Mar. 31, 2021	384,651		$ 14	450,924		(66,287)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)			29,870
Exercise of stock options	7			7
Issuance of shares in business combination (in shares)			231,002
Issuance of shares in business combination	1,439			1,439
Stock-based compensation expense	754			754
Net income (loss)	(10,469)					(10,469)
Balance (in shares) at Jun. 30, 2021			139,366,576
Balance at Jun. 30, 2021	376,382		$ 14	453,124		(76,756)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)			37,338
Exercise of stock options	9			9
Stock-based compensation expense	1,194			1,194
Net income (loss)	(7,531)					(7,531)
Balance (in shares) at Sep. 30, 2021			139,403,914
Balance at Sep. 30, 2021	370,054		$ 14	454,327		(84,287)
Balance (in shares) at Dec. 31, 2021			140,540,671
Balance at Dec. 31, 2021	361,810		$ 14	461,207	$ 0	(99,411)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)			1,312,320
Exercise of stock options	258			258
Issuance of restricted stock (in shares)			2,205
Issuance of shares in business combination (in shares)			100,000
Issuance of shares in business combination	186			186
Stock-based compensation expense	381			381
Net income (loss)	(16,077)					(16,077)
Balance (in shares) at Mar. 31, 2022			141,955,196
Balance at Mar. 31, 2022	346,558		$ 14	462,032	0	(115,488)
Balance (in shares) at Dec. 31, 2021			140,540,671
Balance at Dec. 31, 2021	361,810		$ 14	461,207	0	(99,411)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(50,361)
Balance (in shares) at Sep. 30, 2022			143,863,062
Balance at Sep. 30, 2022	326,189		$ 14	464,042	12,324	(150,191)
Ending balance at Sep. 30, 2022		$ 38,900
Balance (in shares) at Mar. 31, 2022			141,955,196
Balance at Mar. 31, 2022	346,558		$ 14	462,032	0	(115,488)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)			440,065
Exercise of stock options	175			175
Issuance of restricted stock (in shares)			97,572
Stock-based compensation expense	1,081			1,081
Net income (loss)	(12,698)					(12,698)
Balance (in shares) at Jun. 30, 2022			142,492,833
Balance at Jun. 30, 2022	335,116		$ 14	463,288	0	(128,186)
Ending balance at Jun. 30, 2022		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)			444,312
Exercise of stock options	101			101
Issuance of restricted stock (in shares)			925,917
Stock-based compensation expense	2,651			2,651
Buyout of noncontrolling interests	2,198			(1,998)	200
Capital distributions to noncontrolling interests	(379)				(379)
Noncontrolling interests related to acquisition of Spruce Power	12,689				12,689
Net income (loss)	(21,791)				214	(22,005)
Net income (loss)	(21,586)
Balance (in shares) at Sep. 30, 2022			143,863,062
Balance at Sep. 30, 2022	326,189		$ 14	$ 464,042	$ 12,324	$ (150,191)
Increase (Decrease) in Temporary Equity [Roll Forward]
Noncontrolling interests related to acquisition of Spruce Power	38,695
Net income (loss)	$ 205
Ending balance at Sep. 30, 2022		$ 38,900

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating activities:
Net income (loss)	$ (50,361)	$ 43,914
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Stock-based compensation	4,113	2,390
Bad debt expense	1,038	204
Depreciation and amortization expense	2,911	1,074
Impairment of goodwill	8,606	0
Contingent consideration	0	(23)
Change in fair value of obligation to issue shares of common stock	(540)	(18)
Change in fair value of interest rate swaps	(8,533)	0
Fair value change of warrant liability	(5,146)	(81,960)
Gain on extinguishment of debt	(4,527)	0
(Gain) loss on disposal of assets	(9)	45
Change in operating right-of-use assets	517	7
Interest on finance leases	20	25
Debt discount	0	(40)
Changes in operating assets and liabilities:
Accounts receivable, net	(725)	10,883
Inventory, net	1,161	(13,248)
Prepaid expenses and other current assets	496	286
Other assets	(20)	(23)
Accounts payable	79	(2,269)
Accrued expenses and other current liabilities	3,757	4,420
Deferred revenue	767	118
Net cash used in operating activities	(46,396)	(34,215)
Investing activities:
Proceeds from sale of property and equipment	535	0
Investment and acquisitions, net of cash acquired	(32,585)	(8,188)
Return of deposit	780	0
Purchase of convertible note	0	3,000
Purchases of property and equipment	(263)	(2,917)
Net cash used in investing activities	(31,533)	(14,105)
Financing activities:
Repayments of debt	(76)	(85)
Repayments under financing leases	(144)	(150)
Proceeds from recapitalization of PIC shares	0	75
Proceeds from exercise of stock options	534	32
Proceeds from exercise of Public Warrants	0	85,555
Capital distributions to noncontrolling interests	(2,577)	0
Net cash (used in) provided by financing activities	(2,263)	85,427
Net change in cash and cash equivalents and restricted cash:	(80,192)	37,107
Cash and cash equivalents and restricted cash, beginning of period	351,826	329,791
Cash and cash equivalents and restricted cash, end of period	271,634	366,898
Supplemental disclosure of cash flow information:
Cash paid for interest	22	35
Supplemental disclosures of noncash investing and financing information:
Recording of operating lease asset and liability	1,838	0
Settlement of lease liability	569	0
Settlement of contingent liability through issuance of shares	186	0
Settlement of warrant liability upon exercise of Public Warrants	0	47,162
Settlement of warrant liability upon call of warrants	0	591
Equipment financing	$ 0	$ 271

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Description of Business: XL Fleet Corp. and its subsidiaries (“XL Fleet” or the “Company”) has historically been a provider of fleet electrification solutions for commercial vehicles in North America, offering its systems for vehicle electrification (“Drivetrain”) and through its energy efficiency and infrastructure solutions business, including offering and installing charging stations to enable customers to effectively and cost-effectively develop the charging infrastructure required for their electrified vehicles (the “XL Grid” segment) . Acquisition of Spruce Power: On September 9, 2022 (“Closing Date”), the Company acquired 100% of the membership interests of Spruce Holding Company 1 LLC, Spruce Holding Company 2 LLC, Spruce Holding Company 3 LLC, and Spruce Manager LLC (collectively and together with their subsidiaries, “Spruce Power”) (See Note 3. Business Combinations). Spruce Power generates revenues through the sale to homeowners of power generated by its residential solar energy systems pursuant to long-term agreements, and the servicing of those agreements for other institutional owners of residential solar energy systems. Spruce Power holds subsidiary fund companies that own and operate portfolios of residential solar energy systems. The solar energy systems are subject to solar lease agreements ("SLAs") and power purchase agreements ("PPAs", together with the SLAs, "Customer Agreements") with residential customers who benefit from the production of electricity produced by the solar energy systems. The solar energy systems may qualify for subsidies and other incentives as provided by various states and local agencies. These benefits have been retained by the entities that own the systems, with the exception of the investment tax credit under Section 48 of the Internal Revenue Code ("IRC"), which was passed through to owners. Spruce Power also engages in the energy efficiency and solar loan servicing business. Spruce Power offers services which include asset management services and operating and maintenance services for residential solar photovoltaic projects, in addition to, loan servicing support that allows residential consumers to finance energy efficiency home improvements and residential solar energy systems.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of consolidated financial statement presentation: The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. The accompanying Unaudited Condensed Consolidated Financial Statements of the Company include the accounts of its wholly owned subsidiaries and variable interest entities, for which the Company was the primary beneficiary. The Company reports its consolidated financial information under three operating reportable segments: (i) Drivetrain, (ii) XL Grid, and (iii) Residential Solar. All significant intercompany transactions have been eliminated in consolidation. Variable interest entities: In accordance with the provisions of FASB ASC 810, Consolidation ("ASC 810"), the Company consolidates any variable interest entity ("VIE") of which it is the primary beneficiary. The Company formed or acquired VIEs which are partially funded by tax equity investors in order to facilitate the funding and monetization of certain attributes associated with solar energy systems. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company does not consolidate a VIE in which it has a majority ownership interest when the Company is not considered the primary beneficiary. The Company evaluates its relationships with the VIEs on an ongoing basis to determine if it is the primary beneficiary. The Company's investments in ORE F4 HoldCo, LLC, ORE F5A HoldCo, LLC, ORE F6 HoldCo, LLC, Sunserve Residential Solar I, LLC, RPV Fund 11 LLC and RPV Fund 13 LLC (collectively, the "Funds") were determined to be variable interests in VIEs. The Company considered the provisions within the contractual arrangements that grant it power to manage and make decisions that affect the operation of the VIEs, including determining the solar energy systems contributed to the VIEs, and the operation and maintenance of the solar energy systems. The Company considers the rights granted to the other investors under the contractual arrangements to be more protective in nature rather than substantive participating rights. As such, the Company was determined to be the primary beneficiary and the assets, liabilities and activities of the Funds are consolidated by the Company. (See Note 13. Noncontrolling Interests) Noncontrolling interests: The distribution rights and priorities for the Funds as set forth in their respective operating agreements differ from the underlying percentage ownership interests of the members. As a result, the Company allocates income or loss to the noncontrolling interest holders of the Funds utilizing the hypothetical liquidation of book value ("HLBV") method, in which income or loss is allocated based on the change in each member's claim on the net assets at the end of each reporting period, adjusted for any distributions or contributions made during such periods. The HLBV method is commonly applied to investments where cash distribution percentages vary at different points in time and are not directly linked to an equity member's ownership percentage. The HLBV method is a balance sheet-focused approach. Under this method, a calculation is prepared at each reporting date to determine the amount that each member would receive if the entity were to liquidate all of its assets and distribute the resulting proceeds to its creditors and members based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each member's share of the income or loss for the period. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve inventory reserves, deferred income taxes, warranty reserves, valuation of share-based compensation, the valuation of warrant liability, useful lives of certain assets and liabilities, the allowance for doubtful accounts, and the valuation of business combinations, including the fair values and useful lives of acquired assets and assumed liabilities and the fair value of purchase consideration. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements. Concentration of Credit Risk: Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. At times, such cash may be in excess of the FDIC limit. At September 30, 2022 and December 31, 2021, the Company had cash in excess of the $250 federally insured limit. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. As of September 30, 2022, one customer accounted for approximately 13% of accounts receivable, net. As of December 31, 2021, two customers accounted for approximately 74% and 11% of accounts receivable, net. For the three months ended September 30, 2022 and 2021, one customer accounted for approximately 19% and 80% of revenues, respectively. For the nine months ended September 30, 2022 and 2021, three and two customers accounted for approximately 64% and 56% of revenues, respectively. Cash, cash equivalents, and restricted cash: The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and money market accounts. Cash equivalents are carried at cost, which approximates fair value due to their short-term nature. The Company’s cash and cash equivalents are placed with high-credit quality financial institutions and issuers, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents. Restricted cash: Restricted cash held at September 30, 2022 and December 31, 2021, consists of $150 for a bank deposit required for a letter of credit which is reserved for the Company’s California lease while restricted cash held at September 30, 2022 also includes $31,972 of cash that is subject to restriction due to provisions in the Company's financing agreements and the operating agreements of the Funds that are accounted for as consolidated VIEs. The restricted cash may be subject to depository and collateral account agreements. The carrying amount reported in the Unaudited Consolidated Balance Sheet for restricted cash approximates fair value. The following table provides a reconciliation of Cash and Cash Equivalents and Restricted Cash in the Unaudited Condensed Consolidated Balance Sheets to the total amount shown in the Unaudited Consolidated Statements of Cash Flows: As of September 30, 2022 September 30, 2021 Cash and cash equivalents $ 239,512 $ 366,748 Restricted cash 32,122 150 Total cash, cash equivalents, and restricted cash $ 271,634 $ 366,898 Accounts receivable, net: Accounts receivable are stated at the gross invoice amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of the anticipated impact of current economic conditions, changes in the character and size of the balance, past and expected future loss experience, among other pertinent factors. As of September 30, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $151 and $148, respectively. Inventory, net: Inventory is comprised of raw materials, work in process and finished goods. Inventory is stated at the lower of cost or net realizable value. Cost of raw material inventories include the purchase and related costs incurred in bringing the products to their present location and condition. The Company uses consistent methodologies to evaluate inventory for net realizable value and periodically reviews inventories for obsolescence and any inventories identified as slow moving or obsolete are initially reserved for and then written-off. As of September 30, 2022 and December 31, 2021, the Company’s inventory reserve for obsolescence was $4,206 and $2,863, respectively. The increase in the inventory reserve at September 30, 2022 reflects the restructuring undertaken and the related products that were eliminated. Solar energy systems, net: Solar energy systems, net consists of residential solar energy systems which are subject to Customer Agreements. Solar energy systems are recorded at fair value upon acquisition, less any impairment charges. For all acquired systems, the Company calculates depreciation using the straight-line method over the remaining useful life as of the acquisition date based on a 30-year useful life from the date the asset was placed in service. When a solar energy system is sold or otherwise disposed of, a gain (or loss) is recognized for the amount of cash received in excess of the net book value of the solar energy system (or vice versa) at which time the related solar energy system is removed from the balance sheet. Depreciation expense of solar energy systems for the nine months ended September 30, 2022 was $1,320. Other property and equipment, net: Other property and equipment, net is stated at cost less accumulated depreciation, or if acquired in a business combination, at fair value as of the date of acquisition. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Equipment 5 years Furniture and fixtures 3 years Computer and related equipment 2 years Software 2 years Vehicles 5 years Leasehold improvements Lesser of useful life of the asset or remaining life of the lease Improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the statement of operations as a component of other (expense) income, net. Depreciation expense of other property and equipment for the nine months ended September 30, 2022 and 2021 was $571 and $445, respectively. Asset retirement obligations: Customer agreements only require that solar energy systems be removed if: (1) the customer has not renewed the customer agreement or exercised their purchase option and (2) the host customer requests the Company to remove the system. Upon review of the Company's estimate of the probability of required system removal, the Company considered current industry trends and has determined that it is highly probable that the customers will choose to renew their agreements or exercise the buyout option as the systems have an estimated useful life greater than the terms of the customer agreements and would still present value to the customer through cost savings. Therefore, the Company believes that the probability-weighted estimated removal costs are nominal. Intangible assets, net: Intangible assets are initially recorded at fair value and stated net of accumulated amortization and impairments. The Company amortizes its intangible assets that have finite lives using either the straight-line method, or if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be utilized. Amortization is recorded over the estimated useful lives, which for developed technology is 4 years. The Company evaluates the recoverability of its definite lived intangible assets whenever events or changes in circumstances or business conditions indicate that the carrying value of these assets may not be recoverable based on expectations of future undiscounted cash flows for each asset group. If the carrying value of an asset or asset group exceeds its undiscounted cash flows, the Company estimates the fair value of the assets, generally utilizing a discounted cash flow analysis based on the present value of estimated future cash flows to be generated by the assets or asset group using a risk-adjusted discount rate. To estimate the fair value of the assets, the Company uses market participant assumptions pursuant to ASC 820, Fair Value Measurement . Amortization expense for intangible assets for the nine months ended September 30, 2022 and 2021 was $1,020 and $629, respectively. Fair value measurements: The Company follows the guidance in ASC Topic 820, Fair Value Measurement , for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date. Level 2 : Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 : Significant unobservable inputs that reflect the Company’s judgment about the assumptions that market participants would use in pricing an asset or liability. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. See Note 10. Fair Value Measurements for additional information on assets and liabilities measured at fair value. The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, contingent consideration liability, long-term debt and warrant liability. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximates fair value because of the short-term nature of those instruments. Prepaid expenses and other current assets: Prepaid expenses and other current assets include prepaid insurance, prepaid rent, and supplies, which are expected to be recognized or realized within the next 12 months. Impairment of long-lived asset s: The Company reviews long-lived assets, including property and equipment and, intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets , which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. Impairment of goodwill: Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. Goodwill is not amortized but instead is annually tested for impairment, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. The Company has recorded goodwill in connection with its historical business acquisitions. The Company performs its annual goodwill impairment assessment at October 1 each fiscal year, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. An assessment can be performed by first completing a qualitative assessment on the Company’s single reporting unit. The Company can also bypass the qualitative assessment in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of the reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill. If the Company believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test involves comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding charge to earnings in the period the goodwill is determined to be impaired. The income tax effect associated with an impairment of tax-deductible goodwill is also considered in the measurement of the goodwill impairment. Any goodwill impairment is limited to the total amount of goodwill. The Company determines the fair value of its reporting unit using the market approach. Under the market approach method, the Company compared its book value to the fair value of its public float, utilizing the fair value of its common stock on the measurement date. In the first quarter of 2022, the Company believed there were indicators that the carrying amount of its goodwill may be impaired due to a decline in the Company’s stock price and market capitalization. As a result, the Company performed an assessment of its goodwill for impairment. The Company elected to forego the qualitative test and proceeded to perform a quantitative test. The Company compared the book value of its single reporting unit to the fair value of its public float. The market capitalization was below the fair value of the Company by an amount in excess of its reported value of goodwill. As a result, the Company recorded a charge of $8,606 to fully impair goodwill in the first quarter of 2022. Revenue: The Company’s revenue is derived through three operating segments: (1) the Drivetrain segment generates revenue from the sales of hybrid electric powertrain systems, (2) the XL Grid segment generates revenues through turnkey energy efficiency, renewable technology, and other energy solutions, and (3) the Residential Solar segment primarily generates revenue through the sale to homeowners of power generated by its residential solar energy systems pursuant to long-term agreements. The Drivetrain products are marketed and sold to end-user fleet customers and channel partners in the United States and Canada. The Company’s XL Grid solutions are marketed and sold to municipalities, corporations and other businesses and principally funded through energy incentives provided through public and private utilities. The XL Grid business primarily consists of the operations acquired through the May 2021 acquisition of World Energy Efficiency Services LLC ("World Energy"). Sales of products and services are subject to economic conditions and may fluctuate based on changes in the industry, trade policies, financial markets, and funded energy incentives. Revenue is recognized upon transfer of control to the customer, which occurs when the Company has a present right to payment, legal title has passed to the customer, the customer has the significant risks and rewards of ownership, and where acceptance is not a formality, the customer has accepted the product or service. For the Drivetrain products, in general, transfer of control is upon shipment of the equipment as the terms are FOB shipping point or equivalent and the Company has no other promised goods or services in its contracts with customers. In limited instances, the Company provides installation services to end-user fleet customers related to the purchased hybrid electric powertrain equipment. When provided, these installation services are not distinct within the context of the contract due to the fact that the end-use fleet customer is purchasing a completed modification to its vehicles and therefore, the installation services involve significant integration to integrate the hybrid electric powertrain equipment with the customer’s vehicle. As a result, the hybrid electric powertrain equipment and installation services represent a single performance obligation within these contracts with customers. The Company recognizes the revenue for the equipment sale and installation service for Drivetrain products at the same time, which is after the installation is complete. The Company has elected to treat shipping and handling activities related to contracts with channel partner customers for Drivetrain products as costs to fulfill the promise to transfer the associated equipment and not as a separate performance obligation. For the XL Grid solutions, in general, transfer of control is upon the acceptance and certification of project completion by both the end customer and the utility who is funding the energy incentives, representing a single performance obligation of the Company. Due to the short-term nature of projects (typically two to three weeks), the Company recognizes revenues from all XL Grid solutions activities at a point in time, when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and the Company has the right to payment for the transferred asset. The Company also assesses multiple contracts entered into by the same customer in close proximity to determine if the contracts should be combined for revenue recognition purposes. During the duration of a project for XL Grid solutions, all direct material and labor costs and those indirect costs related to the project are capitalized, and customer deposits are treated as liabilities. Once a project has been completed and the energy efficiency upgrades have been deemed to meet client specifications, capitalized costs are charged to earnings. For both Drivetrain and XL Grid solutions, when the Company’s contracts with customers contain multiple performance obligations, which is infrequent, the contract transaction price is allocated on a relative standalone selling price (SSP) basis to each performance obligation. The Company determines SSP based on observable selling prices for the sale of its systems. For extended warranties, the Company determines SSP based on expected cost plus margin. The Company establishes the margin based on review of market conditions and margins obtained by market participants for similar services. Any allocation of the transaction price required is determined at the contracts’ inception. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which is solely made up of fixed consideration for its products and services. The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfer of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less. The Company has not identified any significant financing components to date. The Company’s sales can in certain instances include non-cash consideration in the form of the customer transferring to the Company, the customer’s rights to cash incentives from programs administered by municipalities related to hybrid vehicle programs that a customer is entitled to as a result of its purchase. The incentives are fixed amounts that are readily determinable. The Company values the non-cash consideration at its fair value, which generally is the amount of the incentive. Payment terms on invoices generally range from 30 to 60 days. The Company excludes from revenue any sales tax and other government-assessed and imposed taxes on revenue generating activities that are invoiced to customers. The Company has elected to apply the practical expedient to expense costs to obtain contracts, which principally relate to sales commissions, at the time the liability is incurred when the expected amortization period is one year or less. Residential Solar Segment Revenues Energy generation - Customers purchase electricity under PPAs or SLAs. Revenue is recognized from contracts with customers as performance obligations are satisfied at a transaction price reflecting an amount of consideration based upon an estimated rate of return which is expressed as the solar rate per kilowatt hour or a flat rate per month as defined in the customer contracts. • PPAs - Under ASC 606, Revenue from Contracts with Customers, PPA revenue is recognized when generated based upon the amount of electricity delivered as determined by remote monitoring equipment at solar rates specified under the PPAs. • SLAs - The Company has SLAs, which do not meet the definition of a lease under ASC 842, Leases , and are accounted for as contracts with customers under ASC 606. Revenue is recognized on a straight-line basis over the contract term as the obligation to provide continuous access to the solar energy system is satisfied. The amount of revenue recognized may not equal customer cash payments because the performance obligation has been satisfied ahead of cash receipt or evenly as continuous access to the solar energy system has been provided. The differences between revenue recognition and cash payments received are reflected in accounts receivable, other assets or deferred revenue, as appropriate. Solar renewable energy credit s - The Company has contracts with third parties to sell Solar Renewable Energy Credits ("SRECs") generated by the solar energy systems for fixed prices. Certain contracts that meet the definition of a derivative may be exempted as normal purchase or normal sales transactions ("NPNS"). NPNS are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. The Company's SREC contracts meet these requirements and are designated as NPNS contracts. Such SRECs are exempted from the derivative accounting and reporting requirements, and the Company recognizes revenues in accordance with ASC 606.The Company recognizes revenue for SRECs based on pricing predetermined within the respective contracts at a point of time when the SRECs are transferred. Government incentives - The Company participates in the Residential Solar Investment Program of Connecticut, which offers a performance-based incentive (“PBI”) for certain of its solar energy systems that are associated with the program (“eligible systems”). PBIs are paid to the Company and recognized as revenue quarterly based on actual per-kilowatt-hour production delivered to the eligible systems. For systems up to 20kW, the Company will be paid a predetermined rate based on the eligible system start date. The program lasts for six years from the eligible systems’ start date. PBI revenue is accounted for under ASC 606 and is earned monthly based upon the actual electricity produced by the system. MSA revenue - The Company earns operating and maintenance revenue from third-party residential solar fund customers at pre-determined rates for various operating and maintenance and asset management services as specified in Maintenance Service Agreements ("MSAs") and Operating Service Agreements ("OSAs"). The MSAs and OSAs contain multiple performance obligations, including routine maintenance, nonroutine maintenance, renewable energy certificate management, inventory management, delinquent account collections and customer account management. Pursuant to ASC 606, the Company has elected the "right to invoice" practical expedient and revenue for these performance obligations are recognized as services are rendered based upon the underlying contractual arrangements. Loan servicing - The Company performs loan servicing functions for third parties in return for a servicing fee. The compensation is based on a percentage of the loans outstanding. The Company has elected the "right to invoice" practical expedient and loan servicing support revenues are recognized as services are rendered based upon the underlying contractual arrangements. Cost of Revenues: Cost of revenues - inventory and other direct costs represents costs related to Drivetrain and XL Grid revenues. Drivetrain cost of revenues include the cost of the product, freight costs, installation labor, expected warranty expense, and inventory obsolescence charges. XL Grid cost of revenues include direct project costs including labor and materials. Cost of revenues - operations and maintenance represents the costs of operating the solar systems primarily the costs of third parties used to service the systems. Cost of revenues - solar energy systems depreciation represents the depreciation expense relating to the solar systems. Warranties: Customers who purchase Drivetrain products are provided limited-assurance-type warranties for equipment and work performed under the contracts. The warranty period typically extends for 3 years following transfer of control of the equipment. The warranties solely relate to correction of product defects during the warranty period, which is consistent with similar warranties by offered by comp

Business Combinations

Business Combinations	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Business Combinations World Energy On May 17, 2021, the Company acquired all of the issued and outstanding membership interests of World Energy, a privately-held, Massachusetts-based entity, and retained its principals and all of its employees. World Energy is a direct-install energy efficiency services company (“ESCO”), serving commercial, industrial and institutional customers as well as offering solar and electric vehicle charging solutions. World Energy enables utilities to meet their energy savings mandates by developing and executing energy efficiency projects. In March 2022, pursuant to the definitive acquisition agreement, the Company paid contingent consideration of $1,000 to the sellers pursuant to World Energy’s achievement, for the calendar year 2021, of minimum annual revenues of $19,500. Spruce Power On September 9, 2022, the Company acquired Spruce Power for $32,585 which consisted of cash payments of $61,788 less cash and restricted cash acquired of $29,203. The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). Pursuant to Topic 805, the Company allocated the Spruce Power purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, September 9, 2022. The excess of the purchase price over those fair values was recorded to goodwill. The Company's evaluations of the facts and circumstances available as of September 9, 2022, to assign fair values to assets acquired and liabilities assumed are ongoing. As we complete further analysis of assets including solar systems, intangible assets, as well as noncontrolling interests and debt, additional information on the assets acquired and liabilities assumed may become available. A change in information related to the net assets acquired may change the amount of the purchase price assigned to goodwill, and as a result, the preliminary fair values set forth below are subject to adjustment as additional information is obtained and valuations are completed. Provisional adjustments, if any, will be recognized during the reporting period in which the adjustments are determined. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Spruce Power acquisition: Purchase Price Allocation Total purchase consideration: Cash, net of cash acquired, and restricted cash $ 32,585 Allocation of consideration to assets acquired and liabilities assumed: Accounts receivable, net $ 10,995 Prepaid expenses and other current assets 6,768 Solar energy systems 406,298 Other property and equipment 337 Interest rate swap assets 26,698 Right-of-use asset 3,279 Other assets 358 Goodwill 158,636 Accounts payable (2,620) Accrued expenses (13,061) Lease liability (3,382) Long-term debt (510,002) Other liabilities (335) Noncontrolling interests (51,384) Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible assets acquired. Goodwill is primarily attributable to the Company's ability to leverage and use its existing capital and access to capital markets along with Spruce Power's established operations and mergers and acquisition capabilities to grow the Spruce Power business. Supplemental disclosure of pro forma information: The following unaudited pro forma financial information presents the combined results of the operations of the Company, World Energy, and Spruce Power as if the acquisitions of World Energy and Spruce Power had occurred as of January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations actually would have been had the respective acquisitions been completed on January 1, 2021. In addition, the unaudited pro forma financial information does not purport to project the future results of operations of the combined Company. The following table presents the Company’s pro forma combined results of operations for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenues $ 26,406 $ 26,016 $ 73,095 $ 77,765 Net (loss) income $ (6,663) $ (83) $ (13,163) $ 66,109 Per share amounts: Net (loss) income per share - basic $ (0.05) $ — $ (0.09) $ 0.48 Net (loss) income per share - diluted $ (0.05) $ — $ (0.09) $ 0.45 The above pro forma information includes pro forma adjustments to remove the effect of the following items: i. Eliminate the effect of transaction expenses related to the acquisition of World Energy of $498 for the nine months ended September 30, 2021 ii. Eliminate interest expense associated with debt that was repaid in the acquisition of World Energy of $37 for the nine months ended September 30, 2021. iii. Eliminate the effect of transaction expenses related to the acquisition of Spruce Power of $15,020 for the three and nine months ended September 30, 2022.

Settlement of Contingent Consid

Settlement of Contingent Consideration Quantum	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Settlement of Contingent Consideration Quantum	Settlement of Contingent Consideration Quantum On October 4, 2019, pursuant to the terms of an asset purchase agreement, the Company acquired certain assets of Quantum Fuel Systems, LLC (“Quantum”). The purchase consideration included deferred payments or share issuances upon certain milestones being met. During the first quarter of 2022, the remaining final payments were made to the sellers of Quantum as follows pursuant to the asset purchase agreement: ● Second milestone event which was met upon the achievement of certain product development criteria as outlined in the asset purchase agreement. In connection with having achieved the second milestone, in February 2022 the Company paid cash consideration of $475 and issued 50,000 shares of the Company’s common stock. ● Third milestone event which was met upon the successful demonstration of a prototype as outlined in the asset purchase agreement. In connection with having achieved the third milestone, in February 2022 the Company paid cash consideration of $475 and issued 50,000 shares of the Company’s common stock.

Revenue

Revenue	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue	Revenue The following table represents the Company’s revenues for the three and nine months ended September 30, 2022 and 2021, respectively, disaggregated, by sales channel. Disaggregation of revenue: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue from residential solar energy systems $ 5,080 $ — $ 5,080 $ — Revenue from the sale of Drivetrain systems: Revenue direct to customers 821 366 2,175 1,138 Revenue through channel partners 37 189 89 1,374 Revenue from the sale of XL Grid solutions – which are sold direct to customers 2,422 2,645 8,789 5,057 Total revenue $ 8,360 $ 3,200 $ 16,133 $ 7,569 For the Residential Solar segment, which consists of the revenue resulting from the acquisition of Spruce Power on September 9, 2022 through September 30, 2022, the following table presents the detail of revenue as recorded in the Unaudited Condensed Consolidated Statements of Operations: Three Months Ended September 30, 2022 PPA revenue $ 2,430 SLA revenue 1,683 Solar renewable energy credit revenue 760 Government incentives 25 MSA revenue 144 Loan servicing 7 Other revenue 31 Total $ 5,080 Remaining performance obligations: At September 30, 2022 and December 31, 2021, there was approximately $217 and $237 in deferred revenue related to unsatisfied extended warranty performance obligations, respectively. During the three and nine months ended September 30, 2022, the Company recognized revenue of $20 from the December 31, 2021 deferred revenue balance. Contract Balances: The timing of revenue recognition, billings and cash collections results in billed trade accounts receivable, and deferred revenue (contract liabilities) on the Unaudited Condensed Consolidated Balance Sheets. In addition, the Company defers certain costs incurred to obtain a contract (contract costs). Note 5. Revenue, continued Costs to obtain a contract: Sales commissions paid to internal sales personnel, as well as associated payroll taxes and retirement plan contributions (together, sales commissions and associated costs) that are incremental to the acquisition of customer contracts, are capitalized as contract acquisition cost on the balance sheet when the period of benefit is determined to be greater than one year. In instances where an extended warranty is sold, the period of benefit would extend beyond 12 months and therefore, the practical expedient would not be met for those contracts and require capitalization of the related costs to obtain those contracts. The Company has elected to allocate the capitalized commissions to performance obligations on a relative basis (i.e., in proportion to the transaction price allocated to each performance obligation) to determine the period of amortization. As a result, substantially all of the commission is allocated to the combined equipment and installation performance obligation and is amortized upon transfer of control of this performance obligation, which typically occurs in the same period in which commission liability is incurred. Total commission expense recognized during the three and nine months ended September 30, 2022 was $165 and $661, respectively, and $198 and $397 during the three and nine months ended September 30, 2021, respectively. The amount of capitalized commissions as of September 30, 2022 and December 31, 2021 was not material.

Purchase of Convertible Note

Purchase of Convertible Note	9 Months Ended
	Sep. 30, 2022
Convertible Notes Payable [Abstract]
Purchase of Convertible Note	Purchase of Convertible Note On July 15, 2021, XL Fleet made an investment of $3,000 into eNow, a developer of solar and battery power systems that is developing fully-electric transport refrigeration units (“eTRUs”) for commercial trailers. In exchange for the investment, eNow issued to the Company a convertible debenture (the “eNow Convertible Note”) dated July 15, 2021 (the “Issuance Date”) in the original principal amount of $3,000, at the rate of 8% per annum and due on December 31, 2022. The investment was classified as an available-for-sale security. After reviewing the status of eNow’s financial condition on December 31, 2021, the Company determined that the investment in the eNow Convertible Note was fully impaired and as such, on such date, recorded an impairment charge of $3,000. Under certain circumstances, the eNow Convertible Note could be converted into Series B preferred stock. In addition to the terms described above, on July 15, 2021 (“Effective Date”), XL Fleet entered into a Development and Supply Agreement (the “Development and Supply Agreement”) with eNow, whereby XL Fleet was made the exclusive provider of high voltage batteries and associated power systems for use in eNow eTRUs. The Company considered the existence of adverse conditions regarding the global supply chain crisis (electronic hardware, lithium ion cells and batteries) that causes further impediments to eNow being able to execute on its business plan. XL Fleet evaluated the supply chain issues, specifically the lack of availability of batteries from third party suppliers. During the three months ended December 31, 2021, the supply chain issues worsened, and in particular the lack of availability of batteries from third party suppliers. These worsened conditions, in the Company’s opinion, negatively impacted eNow’s prospects and financial condition. In January 2022, due to the ongoing supply chain issues, the Company notified eNow of its intention to terminate the Development and Supply Agreement (See Note 10. Fair Value Measurements). The arrangement was terminated in the second quarter of 2022. As part of the termination of the arrangement, the Company agreed to the conversion of the eNow Convertible Note into common shares of eNow at a rate of $1.1658 per share. As noted above, these shares have no book value as the investment in the eNow Convertible Note was fully impaired in the fourth quarter of 2021. Scheduled payments on long-term debt as of September 30, 2022 are as follows: SVB Credit Agreement Second SVB Credit Agreement KeyBank Credit Agreement Second KeyBank Credit Agreement Vehicle Financing Total For The Years Ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 6,286 $ 1,356 $ 1,528 $ — $ 17 $ 9,187 2023 15,476 5,261 4,586 — 6 25,329 2024 16,660 5,423 4,622 — — 26,705 2025 17,465 5,585 4,238 — — 27,288 2026 183,317 5,142 4,157 — — 192,616 Thereafter — 48,903 46,578 165,887 — 261,368 Total principal payments 239,204 71,670 65,709 165,887 23 542,493 Less: Current portion of long-term debt (15,476) (5,261) (4,586) — (17) (25,340) $ 223,728 $ 66,409 $ 61,123 $ 165,887 $ 6 $ 517,153 Less: Unamortized fair value adjustment (32,123) Long-term debt, net of current portion $ 485,030 SVB Credit Agreement On April 29, 2019, Spruce Power 1, LLC ("Spruce Power 1", formerly known as Kilowatt Systems, LLC), Volta Owner I LLC, and Volta MH Owner II LLC entered into a Credit Agreement with Silicon Valley Bank ("SVB Credit Agreement") as Co-Borrowers with a total principal balance of $194,077. On October 29, 2019, Spruce Power amended and restated the credit facility (the “A&R SVB Credit Agreement”). The additional term loan amount under the A&R SVB Credit Agreement was $34,174. Under the A&R SVB Credit Agreement, the Co-Borrowers to the debt facility were Greenday Finance I, LLC, Volta MH Owner II, LLC, and Spruce Kismet, LLC (collectively, with Spruce Power 1, the "Co-Borrowers"). The A&R SVB Credit Agreement is collateralized with all of the assets and property of, and equity interest in, each Co-Borrower and certain related parties of the Company. The A&R SVB Credit Agreement consists of a term loan commitment and a Debt Service Reserve letter of credit commitment. The term loan bears interest at the 3-month LIBOR plus the applicable margin. The applicable margin is 2.25% per annum for the first three years, 2.375% per annum from the third anniversary through the sixth anniversary and 2.5% per annum starting on the sixth anniversary. The interest rate on the A&R SVB Credit Agreement as of September 30, 2022 was 5.19%. On March 5, 2020, Spruce Power 1, along with the other Co-Borrowers, entered into an Omnibus Amendment and Consent (the "Omnibus") related to the A&R SVB Credit Agreement to provide for additional term loan commitments totaling approximately $53,780 and additional letter of credit commitments of approximately $2,890. The A&R SVB Credit Agreement provides that the lenders agree to issue letters of credit at any time during the letter of credit availability period, further defined in the A&R SVB Credit Agreement, provided that the purpose of the letter of credit is to satisfy the Debt Service Reserve (“DSR LC”). As of September 30, 2022, the DSR LC has a total capacity of $17,051 and a total of $15,640 in letters of credit outstanding with no amounts drawn. Amounts outstanding under the DSR LC bear interest of 2.25% per annum and unused amounts bear interest at 0.50% per annum. The A&R SVB Credit Agreement requires Spruce Power 1 to be in compliance with various covenants including debt service coverage ratios. The refinancing also provides that the Co-Borrowers may not make distributions unless it has satisfied various provisions relating to debt service, events of default and financial ratios. As of September 30, 2022, Spruce Power 1 was in compliance with the covenants contained in the A&R SVB Credit Agreement. The term loan component of the A&R SVB Credit Agreement requires quarterly principal payments, paid a month in arrears, beginning December 31, 2019 with the remaining balance due in a single payment on April 30, 2026. Second SVB Credit Agreement On May 14, 2020, Spruce Power 2, LLC ("Spruce Power 2", formerly known as Spruce Juniper, LLC) entered into a Credit Agreement with Silicon Valley Bank (“Second SVB Credit Agreement”). The Second SVB Credit Agreement consisted of a term loan of $60,043, which was used directly to fund the acquisition of RPV Holdco 1 and a letter of credit (the "Second DSR LC") for $3,050. The Second SVB Credit Agreement is collateralized with all of the assets and property of, and equity interest in, Spruce Power 2 and its subsidiaries. The term loan bears interest at the 3-month LIBOR plus the applicable margin. The applicable margin is 2.30% per annum for the first three years, 2.425% per annum from the third anniversary through the sixth anniversary and 2.55% per annum starting on the sixth anniversary. The interest rate on the Second SVB Credit Agreement as of September 30, 2022 was 5.11%. As of September 30, 2022, the Second DSR LC has a total capacity of $4,310 and a total of $3,345 in letters of credit outstanding with no amounts drawn. Amounts outstanding under the Second DSR LC bear interest of 2.30% per annum and unused amounts bear interest at 0.50% per annum. The Second SVB Credit Agreement requires Spruce Power 2 to be in compliance with various covenants including debt service coverage ratios. As of September 30, 2022, Spruce Power 2 was in compliance with the covenants contained in the Second SVB Credit Agreement. The Second SVB Credit Agreement requires quarterly principal payments and matures on May 14, 2027. KeyBank Credit Agreement On November 13, 2020, Spruce Power 3, LLC ("Spruce Power 3") entered into a Credit Agreement with KeyBank National Association (“KeyBank Credit Agreement”). The KeyBank Credit Agreement consisted of a term loan of $74,810, which was used directly to fund the acquisitions of residential solar energy systems owned by WPS Power Development, LLC and NRG Residential Solar Solutions LLC, and a letter of credit (the "KeyBank DSR LC") for $4,082. The KeyBank Credit Agreement is collateralized with all of the assets and property of, and equity interest in, Spruce Power 3 and its subsidiaries. The term loan bears interest at the 3-month LIBOR plus the applicable margin. The applicable margin is 3.00% per annum for the first three years, 3.125% per annum from the third anniversary through the fifth anniversary and 3.25% per annum starting on the fifth anniversary. The interest rate on the KeyBank Credit Agreement as of September 30, 2022 was 5.81%. As of September 30, 2022, the KeyBank DSR LC. has a total capacity of $4,082 and a total of $4,082 in letters of credit outstanding with no amounts drawn. Amounts outstanding under the KeyBank DSR LC bear interest of 3.00% per annum. The KeyBank Credit Agreement requires Spruce Power 3 to be in compliance with various covenants including debt service coverage ratios. As of September 30, 2022, Spruce Power 3 was in compliance with the covenants contained in the KeyBank Credit Agreement. The KeyBank Credit Agreement requires quarterly principal payments and matures on November 13, 2027. Second KeyBank Credit Agreement On April 28, 2020, KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC, and KWS Solar Term Parent 2 LLC, as Co-Borrowers entered into a Credit Agreement with KeyBank National Association (“Second KeyBank Credit Agreement”) as the Administrative Agent and various funds managed by Sequoia Investment Management Co LTD and Vantage Infrastructure Holdings Ltd. as lenders, which consisted of a term loan of $124,000 with the option to pay-in-kind interest expense up to $8,000 (“PIK Loan Commitment”) until April 30, 2026, whereby the PIK Loan Commitment shall reduce by $1,500 for each subsequent year until April 30, 2029. On March 19, 2021, Spruce Power amended and restated the credit facility (“A&R Second KeyBank Credit Agreement”) to include Spruce Power 3 HoldCo, LLC as an additional Co-Borrower and an additional term loan amount of $25,000. The A&R Second KeyBank Credit Agreement is collateralized with all of the assets and property of, and equity interest in, each Co-Borrower and certain subsidiaries of Spruce Power. The term loan bears interest at 8.25% per annum and is collateralized with all of the assets and property of, and equity interest in, each Co-Borrower and certain subsidiaries of Spruce Power. The A&R Second KeyBank Credit Agreement requires quarterly payments based on the Net Available Amount of all proceeds in cash and cash equivalents and matures on April 28, 2030. New Markets Tax Credit Financing On March 4, 2015, the Company entered into a financing transaction with U.S. Bancorp Community Development Corporation (U.S. Bank) under a qualified New Markets Tax Credit (“NMTC”) program related to the operation of the Company’s facility in Quincy, Illinois. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the "Act") and is intended to encourage capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities ("CDEs"). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. In connection with the financing, the Company made two loans totaling $10,454 to federal ($6,455 at 1.51%) and state ($3,999 at 1.53%) NMTC investment funds (the "Investment Funds"). Simultaneously, U.S. Bank made an equity investment of $4,995 to the Investment Funds and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC. For compliance with the NMTC rules, principal payments on the loan would not begin until June 10, 2025 (the NMTC rules prohibit principal payments during the 7-year term of the NMTC arrangement). The maturity date on the loans would have been December 31, 2044. The Investment Funds then contributed the loan proceeds to a CDE, which, in turn, loaned combined funds of $15,000, net of debt issuance costs of $546, to XL Hybrid Quincy, LLC, a wholly-owned subsidiary of the Company, at an interest rate of 1.15% per year with a maturity date of March 4, 2045. These loans were secured by the leasehold improvements and equipment at the facility in Quincy, Illinois. Repayment of the loans would have commenced March 10, 2025. The proceeds from the loans from the CDE were used to partially fund the build-out of the facility in Quincy, Illinois. The transaction included a put/call feature whereby, at the end of the seven-year NMTC compliance period, the Company may have been obligated or entitled to repurchase U.S. Bank’s equity interest in the Investment Funds. U.S Bank exercised the put option in January 2022 the end of the recapture period. The value attributable to the put/call was nominal. The Company had determined that the financing arrangement with the Investment Fund and CDEs contained a variable interest entity (“VIE”). As such, the Company concluded that it was the primary beneficiary of the VIE and consolidated the Investment Fund, as a VIE, in accordance with the accounting standards for consolidation. Because the Company consolidated an entity from which it has an approximately $10,500 loan receivable and consolidated an entity to which it owes an approximately $15,000 loan payable through December 31, 2021, these two balances partially eliminated against each other in consolidation. The VIE was terminated upon the exercise of the put option. During the three months ended June 30, 2022 and 2021, the Company amortized debt issuance costs related to the NMTC of $0 and $18, respectively, while amortization of debt issuance costs for the six months ended June 30, 2022 and 2021 were $0 and $36. The unamortized balance of debt issuance costs as of June 30, 2022 and December 31, 2021 was $0 and $20, respectively. On January 14, 2022, the NMTC financing arrangement was terminated and settled, with the note receivable of $15,000 (owed by XL Hybrid Quincy LLC) being transferred to XL Hybrids LL LLC in payment of the $10,500 note receivable. Both notes were retired resulting in the recognition of a gain on forgiveness of debt, net of unamortized debt issuance costs, of $4,527 for the six months ended June 30, 2022.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at September 30, 2022 and December 31, 2021: As of September 30, December 31, Accrued warranty costs $ 2,321 $ 2,548 Accrued compensation and related benefits 4,153 2,254 Contingent purchase price consideration – Quantum — 1,950 Deferred purchase price consideration – World Energy 164 278 Accreted contingent compensation to sellers – World Energy — 1,000 Professional fees 1,201 949 Accrued interest 9,263 — Accrued settlements 494 494 Accrued expenses, other 7,505 2,383 $ 25,101 $ 11,856

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Long-Term Debt	Purchase of Convertible Note On July 15, 2021, XL Fleet made an investment of $3,000 into eNow, a developer of solar and battery power systems that is developing fully-electric transport refrigeration units (“eTRUs”) for commercial trailers. In exchange for the investment, eNow issued to the Company a convertible debenture (the “eNow Convertible Note”) dated July 15, 2021 (the “Issuance Date”) in the original principal amount of $3,000, at the rate of 8% per annum and due on December 31, 2022. The investment was classified as an available-for-sale security. After reviewing the status of eNow’s financial condition on December 31, 2021, the Company determined that the investment in the eNow Convertible Note was fully impaired and as such, on such date, recorded an impairment charge of $3,000. Under certain circumstances, the eNow Convertible Note could be converted into Series B preferred stock. In addition to the terms described above, on July 15, 2021 (“Effective Date”), XL Fleet entered into a Development and Supply Agreement (the “Development and Supply Agreement”) with eNow, whereby XL Fleet was made the exclusive provider of high voltage batteries and associated power systems for use in eNow eTRUs. The Company considered the existence of adverse conditions regarding the global supply chain crisis (electronic hardware, lithium ion cells and batteries) that causes further impediments to eNow being able to execute on its business plan. XL Fleet evaluated the supply chain issues, specifically the lack of availability of batteries from third party suppliers. During the three months ended December 31, 2021, the supply chain issues worsened, and in particular the lack of availability of batteries from third party suppliers. These worsened conditions, in the Company’s opinion, negatively impacted eNow’s prospects and financial condition. In January 2022, due to the ongoing supply chain issues, the Company notified eNow of its intention to terminate the Development and Supply Agreement (See Note 10. Fair Value Measurements). The arrangement was terminated in the second quarter of 2022. As part of the termination of the arrangement, the Company agreed to the conversion of the eNow Convertible Note into common shares of eNow at a rate of $1.1658 per share. As noted above, these shares have no book value as the investment in the eNow Convertible Note was fully impaired in the fourth quarter of 2021. Scheduled payments on long-term debt as of September 30, 2022 are as follows: SVB Credit Agreement Second SVB Credit Agreement KeyBank Credit Agreement Second KeyBank Credit Agreement Vehicle Financing Total For The Years Ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 6,286 $ 1,356 $ 1,528 $ — $ 17 $ 9,187 2023 15,476 5,261 4,586 — 6 25,329 2024 16,660 5,423 4,622 — — 26,705 2025 17,465 5,585 4,238 — — 27,288 2026 183,317 5,142 4,157 — — 192,616 Thereafter — 48,903 46,578 165,887 — 261,368 Total principal payments 239,204 71,670 65,709 165,887 23 542,493 Less: Current portion of long-term debt (15,476) (5,261) (4,586) — (17) (25,340) $ 223,728 $ 66,409 $ 61,123 $ 165,887 $ 6 $ 517,153 Less: Unamortized fair value adjustment (32,123) Long-term debt, net of current portion $ 485,030 SVB Credit Agreement On April 29, 2019, Spruce Power 1, LLC ("Spruce Power 1", formerly known as Kilowatt Systems, LLC), Volta Owner I LLC, and Volta MH Owner II LLC entered into a Credit Agreement with Silicon Valley Bank ("SVB Credit Agreement") as Co-Borrowers with a total principal balance of $194,077. On October 29, 2019, Spruce Power amended and restated the credit facility (the “A&R SVB Credit Agreement”). The additional term loan amount under the A&R SVB Credit Agreement was $34,174. Under the A&R SVB Credit Agreement, the Co-Borrowers to the debt facility were Greenday Finance I, LLC, Volta MH Owner II, LLC, and Spruce Kismet, LLC (collectively, with Spruce Power 1, the "Co-Borrowers"). The A&R SVB Credit Agreement is collateralized with all of the assets and property of, and equity interest in, each Co-Borrower and certain related parties of the Company. The A&R SVB Credit Agreement consists of a term loan commitment and a Debt Service Reserve letter of credit commitment. The term loan bears interest at the 3-month LIBOR plus the applicable margin. The applicable margin is 2.25% per annum for the first three years, 2.375% per annum from the third anniversary through the sixth anniversary and 2.5% per annum starting on the sixth anniversary. The interest rate on the A&R SVB Credit Agreement as of September 30, 2022 was 5.19%. On March 5, 2020, Spruce Power 1, along with the other Co-Borrowers, entered into an Omnibus Amendment and Consent (the "Omnibus") related to the A&R SVB Credit Agreement to provide for additional term loan commitments totaling approximately $53,780 and additional letter of credit commitments of approximately $2,890. The A&R SVB Credit Agreement provides that the lenders agree to issue letters of credit at any time during the letter of credit availability period, further defined in the A&R SVB Credit Agreement, provided that the purpose of the letter of credit is to satisfy the Debt Service Reserve (“DSR LC”). As of September 30, 2022, the DSR LC has a total capacity of $17,051 and a total of $15,640 in letters of credit outstanding with no amounts drawn. Amounts outstanding under the DSR LC bear interest of 2.25% per annum and unused amounts bear interest at 0.50% per annum. The A&R SVB Credit Agreement requires Spruce Power 1 to be in compliance with various covenants including debt service coverage ratios. The refinancing also provides that the Co-Borrowers may not make distributions unless it has satisfied various provisions relating to debt service, events of default and financial ratios. As of September 30, 2022, Spruce Power 1 was in compliance with the covenants contained in the A&R SVB Credit Agreement. The term loan component of the A&R SVB Credit Agreement requires quarterly principal payments, paid a month in arrears, beginning December 31, 2019 with the remaining balance due in a single payment on April 30, 2026. Second SVB Credit Agreement On May 14, 2020, Spruce Power 2, LLC ("Spruce Power 2", formerly known as Spruce Juniper, LLC) entered into a Credit Agreement with Silicon Valley Bank (“Second SVB Credit Agreement”). The Second SVB Credit Agreement consisted of a term loan of $60,043, which was used directly to fund the acquisition of RPV Holdco 1 and a letter of credit (the "Second DSR LC") for $3,050. The Second SVB Credit Agreement is collateralized with all of the assets and property of, and equity interest in, Spruce Power 2 and its subsidiaries. The term loan bears interest at the 3-month LIBOR plus the applicable margin. The applicable margin is 2.30% per annum for the first three years, 2.425% per annum from the third anniversary through the sixth anniversary and 2.55% per annum starting on the sixth anniversary. The interest rate on the Second SVB Credit Agreement as of September 30, 2022 was 5.11%. As of September 30, 2022, the Second DSR LC has a total capacity of $4,310 and a total of $3,345 in letters of credit outstanding with no amounts drawn. Amounts outstanding under the Second DSR LC bear interest of 2.30% per annum and unused amounts bear interest at 0.50% per annum. The Second SVB Credit Agreement requires Spruce Power 2 to be in compliance with various covenants including debt service coverage ratios. As of September 30, 2022, Spruce Power 2 was in compliance with the covenants contained in the Second SVB Credit Agreement. The Second SVB Credit Agreement requires quarterly principal payments and matures on May 14, 2027. KeyBank Credit Agreement On November 13, 2020, Spruce Power 3, LLC ("Spruce Power 3") entered into a Credit Agreement with KeyBank National Association (“KeyBank Credit Agreement”). The KeyBank Credit Agreement consisted of a term loan of $74,810, which was used directly to fund the acquisitions of residential solar energy systems owned by WPS Power Development, LLC and NRG Residential Solar Solutions LLC, and a letter of credit (the "KeyBank DSR LC") for $4,082. The KeyBank Credit Agreement is collateralized with all of the assets and property of, and equity interest in, Spruce Power 3 and its subsidiaries. The term loan bears interest at the 3-month LIBOR plus the applicable margin. The applicable margin is 3.00% per annum for the first three years, 3.125% per annum from the third anniversary through the fifth anniversary and 3.25% per annum starting on the fifth anniversary. The interest rate on the KeyBank Credit Agreement as of September 30, 2022 was 5.81%. As of September 30, 2022, the KeyBank DSR LC. has a total capacity of $4,082 and a total of $4,082 in letters of credit outstanding with no amounts drawn. Amounts outstanding under the KeyBank DSR LC bear interest of 3.00% per annum. The KeyBank Credit Agreement requires Spruce Power 3 to be in compliance with various covenants including debt service coverage ratios. As of September 30, 2022, Spruce Power 3 was in compliance with the covenants contained in the KeyBank Credit Agreement. The KeyBank Credit Agreement requires quarterly principal payments and matures on November 13, 2027. Second KeyBank Credit Agreement On April 28, 2020, KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC, and KWS Solar Term Parent 2 LLC, as Co-Borrowers entered into a Credit Agreement with KeyBank National Association (“Second KeyBank Credit Agreement”) as the Administrative Agent and various funds managed by Sequoia Investment Management Co LTD and Vantage Infrastructure Holdings Ltd. as lenders, which consisted of a term loan of $124,000 with the option to pay-in-kind interest expense up to $8,000 (“PIK Loan Commitment”) until April 30, 2026, whereby the PIK Loan Commitment shall reduce by $1,500 for each subsequent year until April 30, 2029. On March 19, 2021, Spruce Power amended and restated the credit facility (“A&R Second KeyBank Credit Agreement”) to include Spruce Power 3 HoldCo, LLC as an additional Co-Borrower and an additional term loan amount of $25,000. The A&R Second KeyBank Credit Agreement is collateralized with all of the assets and property of, and equity interest in, each Co-Borrower and certain subsidiaries of Spruce Power. The term loan bears interest at 8.25% per annum and is collateralized with all of the assets and property of, and equity interest in, each Co-Borrower and certain subsidiaries of Spruce Power. The A&R Second KeyBank Credit Agreement requires quarterly payments based on the Net Available Amount of all proceeds in cash and cash equivalents and matures on April 28, 2030. New Markets Tax Credit Financing On March 4, 2015, the Company entered into a financing transaction with U.S. Bancorp Community Development Corporation (U.S. Bank) under a qualified New Markets Tax Credit (“NMTC”) program related to the operation of the Company’s facility in Quincy, Illinois. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the "Act") and is intended to encourage capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities ("CDEs"). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. In connection with the financing, the Company made two loans totaling $10,454 to federal ($6,455 at 1.51%) and state ($3,999 at 1.53%) NMTC investment funds (the "Investment Funds"). Simultaneously, U.S. Bank made an equity investment of $4,995 to the Investment Funds and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC. For compliance with the NMTC rules, principal payments on the loan would not begin until June 10, 2025 (the NMTC rules prohibit principal payments during the 7-year term of the NMTC arrangement). The maturity date on the loans would have been December 31, 2044. The Investment Funds then contributed the loan proceeds to a CDE, which, in turn, loaned combined funds of $15,000, net of debt issuance costs of $546, to XL Hybrid Quincy, LLC, a wholly-owned subsidiary of the Company, at an interest rate of 1.15% per year with a maturity date of March 4, 2045. These loans were secured by the leasehold improvements and equipment at the facility in Quincy, Illinois. Repayment of the loans would have commenced March 10, 2025. The proceeds from the loans from the CDE were used to partially fund the build-out of the facility in Quincy, Illinois. The transaction included a put/call feature whereby, at the end of the seven-year NMTC compliance period, the Company may have been obligated or entitled to repurchase U.S. Bank’s equity interest in the Investment Funds. U.S Bank exercised the put option in January 2022 the end of the recapture period. The value attributable to the put/call was nominal. The Company had determined that the financing arrangement with the Investment Fund and CDEs contained a variable interest entity (“VIE”). As such, the Company concluded that it was the primary beneficiary of the VIE and consolidated the Investment Fund, as a VIE, in accordance with the accounting standards for consolidation. Because the Company consolidated an entity from which it has an approximately $10,500 loan receivable and consolidated an entity to which it owes an approximately $15,000 loan payable through December 31, 2021, these two balances partially eliminated against each other in consolidation. The VIE was terminated upon the exercise of the put option. During the three months ended June 30, 2022 and 2021, the Company amortized debt issuance costs related to the NMTC of $0 and $18, respectively, while amortization of debt issuance costs for the six months ended June 30, 2022 and 2021 were $0 and $36. The unamortized balance of debt issuance costs as of June 30, 2022 and December 31, 2021 was $0 and $20, respectively. On January 14, 2022, the NMTC financing arrangement was terminated and settled, with the note receivable of $15,000 (owed by XL Hybrid Quincy LLC) being transferred to XL Hybrids LL LLC in payment of the $10,500 note receivable. Both notes were retired resulting in the recognition of a gain on forgiveness of debt, net of unamortized debt issuance costs, of $4,527 for the six months ended June 30, 2022.

ROU Assets and Lease Liabilitie

ROU Assets and Lease Liabilities	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
ROU Assets and Lease Liabilities	ROU Assets and Lease Liabilities The Company’s right-of-use ("ROU") assets and lease liabilities are comprised of the following: As of September 30, December 31, Operating leases: Right-of-use assets $ 7,284 $ 3,443 Lease liability, current 1,314 451 Lease liability, non-current 6,874 3,056 Finance leases: Right-of-use assets 351 1,121 Lease liability, current 148 449 Lease liability, non-current 129 543 Other information related to leases is presented below: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Other information: Operating lease cost $ 264 $ 222 $ 799 $ 617 Operating cash flows from operating leases $ 205 $ 213 $ 643 $ 561 Weighted-average remaining lease term – operating leases (in months) 80.1 86.8 Weighted-average discount rate – operating leases 8.2 % 9.6 % As of September 30, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 405 2023 1,823 2024 1,760 2025 1,689 2026 1,559 Thereafter 2,673 Total future minimum lease payments, undiscounted 9,909 Less: imputed interest 1,722 Present value of future minimum lease payments $ 8,187
ROU Assets and Lease Liabilities	ROU Assets and Lease Liabilities The Company’s right-of-use ("ROU") assets and lease liabilities are comprised of the following: As of September 30, December 31, Operating leases: Right-of-use assets $ 7,284 $ 3,443 Lease liability, current 1,314 451 Lease liability, non-current 6,874 3,056 Finance leases: Right-of-use assets 351 1,121 Lease liability, current 148 449 Lease liability, non-current 129 543 Other information related to leases is presented below: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Other information: Operating lease cost $ 264 $ 222 $ 799 $ 617 Operating cash flows from operating leases $ 205 $ 213 $ 643 $ 561 Weighted-average remaining lease term – operating leases (in months) 80.1 86.8 Weighted-average discount rate – operating leases 8.2 % 9.6 % As of September 30, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 405 2023 1,823 2024 1,760 2025 1,689 2026 1,559 Thereafter 2,673 Total future minimum lease payments, undiscounted 9,909 Less: imputed interest 1,722 Present value of future minimum lease payments $ 8,187

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The Company uses various assumptions and methods in estimating the fair values of its financial instruments. Mark-to-Market Measurement The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Input Mark-to-Market Mark-to-Market Risk-free rate 4.23 % 1.11 % Remaining term in years 3.22 3.98 Expected volatility 78.5 % 88.8 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 0.89 $ 3.31 The Company's interest rate swaps are not traded on a market exchange and the fair value are determined using a valuation model based on a discounted cash flow analysis. This analysis reflects the contractual terms of the interest rate swap agreements and uses observable market-based inputs, including estimated future LIBOR interest rates. The fair value of the Company's interest rate swap is the net difference in the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates and are observable inputs available to a market participant. The interest rate swap valuation is classified in Level 2 of the fair value hierarchy. The debt balances as presented in the consolidated balance sheets approximate the fair value of the respective instruments as the debt is at a variable rate, the estimates of which are considered Level 2 fair value calculations within the fair value hierarchy. The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of Level I Level II Level III Total Assets: Interest rate swaps $ — $ 35,230 $ — $ 35,230 Liability: Private Warrants $ — $ — $ 259 $ 259 Fair value of obligation to issue shares of common stock to sellers of World Energy — — 143 143 Total $ — $ — $ 402 $ 402 Fair Value Measurements as of Level I Level II Level III Total Liability: Private Warrants $ — $ — $ 5,404 $ 5,404 Contingent consideration – Quantum — — 1,950 1,950 Earnout – World Energy — — 1,000 1,000 Fair value of obligation to issue shares of common stock to sellers of World Energy — — 541 541 Total $ — $ — $ 8,895 $ 8,895 The following is a roll forward of the Company’s Level 3 instruments: For the Liability Balance, January 1, 2022 $ 8,895 Fair value adjustment - Quantum contingent consideration (145) Cash settlement of Quantum liability (950) Share settlement of Quantum liability (186) Cash settlement of World Energy liability (1,000) Fair value adjustments – Warrant liability (5,146) Fair value adjustments – World Energy (397) Adjustment - Quantum liability (669) Balance, September 30, 2022 $ 402

Share-Based Compensation Expens

Share-Based Compensation Expense	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation Expense	Share-Based Compensation Expense Share-based compensation expense for stock options, restricted stock awards and restricted stock units for the three months ended September 30, 2022 and 2021 was $2,651 and $1,194, respectively, and $4,113 and $2,390 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there was $15,618 of unrecognized compensation cost related to stock options which is expected to be recognized over the remaining vesting periods, with a weighted-average period of 3.4 years. Stock Options The Company grants stock options to certain employees that will vest over a period of one Options Shares Weighted Weighted Average Outstanding at December 31, 2021 9,737,292 $ 1.40 7.2 Granted 22,304 1.97 Exercised (2,191,397) 0.24 Cancelled or forfeited (948,461) 3.87 Outstanding at September 30, 2022 6,619,738 $ 1.37 6.9 Exercisable at September 30, 2022 5,578,246 $ 0.73 6.6 The aggregate intrinsic value of stock options outstanding as of September 30, 2022 was $3,505. The aggregate intrinsic value of stock options exercisable as of September 30, 2022 was $3,381. Cash received from options exercised for the nine months ended September 30, 2022 and 2021 was $534 and $32, respectively. Restricted Stock Awards The fair value of restricted stock awards is estimated by the fair value of the Company’s Common Stock at the date of grant. Restricted stock awards activity during the nine months ended at September 30, 2022 was as follows: Number of Shares Weighted Average Grant Non-vested, at December 31, 2021 446,332 $ 0.24 Granted — — Vested — — Cancelled or forfeited — — Non-vested, at September 30, 2022 446,332 $ 0.24 Restricted Stock Units The Company grants restricted stock units to certain employees that will generally vest over a period of four years. The fair value of restricted stock unit awards is estimated by the fair value of the Company’s Common Stock at the date of grant. Restricted stock units activity during the nine months ended at September 30, 2022 was as follows: Number of Weighted Non-vested, at December 31, 2021 604,433 $ 6.06 Granted 10,732,372 1.31 Vested (1,023,489) 1.73 Cancelled or forfeited (269,464) 6.28 Non-vested, at September 30, 2022 10,043,852 $ 1.46 Christian Fong Ladder Restricted Stock Unit Award On September 9, 2022, in connection with the acquisition of Spruce Power and his appointment as President of XL Fleet, the Company granted to Mr. Christian Fong a restricted stock unit award (the "Ladder RSUs") of 1,666,666 shares of common stock. The Ladder RSUs vest in 10% increments on the dates the Plan administrator certifies the applicable milestone stock prices have been achieved or exceeded, provided that Mr. Fong remains employed on the date of certification and such achievement occurs within ten years of the date of the grant. The Company used a Monte Carlo simulation valuation model to determine the fair value of the award. The following inputs were used in the simulation: grant date stock price of $1.17, annual volatility of 85.0%, risk-free interest rate of 3.3% and dividend yield of 0.0%. For each tranche, a fair value was calculated as well as a derived service period which represents the median number of years it is expected to take for the Ladder RSUs to meet their corresponding milestone stock price excluding the simulation paths that result in the Ladder RSUs not vesting within the 10 year term of the agreement. Each tranche's fair value will be amortized ratably over the respective derived service period. The fair value and derived service period of each tranche was as follows: Stock Price Tranche Fair Value Derived Service Period (in years) $ 3.23 $ 1.11 1.72 5.37 1.06 2.71 7.50 1.03 3.3 9.64 0.99 3.7 11.77 0.97 4.11 13.91 0.94 4.42 16.04 0.91 4.64 18.18 0.89 4.78 20.31 0.87 5 22.45 0.85 5.1

Interest Rate Swaps

Interest Rate Swaps	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Interest Rate Swaps	Interest Rate Swaps In 2019, Spruce Power entered into eight interest rate swap agreements with four financial institutions. In 2020, Spruce Power entered into an additional six interest rate swap agreements with two of the same financial institutions. The purpose of the swap agreements is to convert the floating interest rate on the A&R SVB Credit Agreement, Second SVB Credit Agreement, and the A&R KeyBank Credit Agreement to a fixed rate. As of September 30, 2022, the notional amount of the interest rate swaps covers approximately 97% of the balance of the Company’s floating rate term loans. As of September 30, 2022, the following interest rate swaps are outstanding: # Notional Amount Fixed Rate Effective Date Early Termination Date Maturity Date Total Fair Value Asset (Liability) 1 $ 13,861 0.95 % 4/30/2020 4/30/2026 1/31/2031 $ 1,709 2 13,861 0.95 % 4/30/2020 4/30/2026 1/31/2031 1,695 3 13,861 0.95 % 4/30/2020 4/30/2026 1/31/2031 1,709 4 4,787 1.78 % 10/31/2019 4/30/2026 1/31/2031 456 5 8,377 1.79 % 10/31/2019 4/30/2026 1/31/2031 793 6 8,377 1.79 % 10/31/2019 4/30/2026 1/31/2031 793 7 8,377 1.79 % 10/31/2019 4/30/2026 1/31/2031 787 8 45,371 2.56 % 7/31/2019 4/30/2026 10/31/2031 2,797 9 45,371 2.56 % 7/31/2019 4/30/2026 10/31/2031 2,819 10 25,927 2.54 % 7/31/2019 4/30/2026 10/31/2031 1,637 11 45,372 2.56 % 7/31/2019 4/30/2026 10/31/2031 2,821 12 31,665 0.90 % 11/13/2020 11/13/2027 10/31/2032 4,637 13 31,665 0.90 % 11/13/2020 11/13/2027 10/31/2032 4,683 14 18,766 2.83 % 07/12/2022 5/14/2027 04/30/2032 741 15 49,437 0.40 % 07/12/2022 5/14/2027 10/31/2031 7,153 $ 365,075 $ 35,230

Noncontrolling Interests

Noncontrolling Interests	9 Months Ended
	Sep. 30, 2022
Noncontrolling Interest [Abstract]
Noncontrolling Interests	Noncontrolling Interests The following table summarizes noncontrolling interests as of September 30, 2022: Tax Equity Entity Date Class A Member Admitted Ampere Solar Owner IV, LLC October 2015 ORE F4 Holdco, LLC August 2014 ORE F5A Holdco, LLC August 2016 ORE F6 Holdco, LLC September 2016 Sunserve Residential Solar I, LLC June 2015 RPV Fund 11, LLC April 2015 RPV Fund 13, LLC April 2015 Level Solar Fund III, LLC October 2015 Level Solar Fund IV, LLC December 2016 The tax equity entities have been structured so that the allocations of income and loss for tax purposes will flip at a date in the future. The terms of the tax equity entities' operating agreements contain allocations of taxable income (loss), Section 48(a) ITCs and cash distributions that vary over time and adjust between the members on an agreed date (referred to as the flip date). The operating agreements specify either a date certain flip date or an internal rate of return ("IRR") flip date. The date certain flip date is based on the passage of a fixed period of time as defined in the operating agreements for each entity. The IRR flip date is the date on which the tax equity investor has achieved a contractual rate of return. From inception through the flip date, the Class A members' allocation of taxable income (loss) and Section 48(a) ITCs is generally 99% and the Class B members' allocation of taxable income (loss) and Section 48(a) ITCs is generally 1%. After the related flip date (or, if the tax equity investor has a deficit capital account, typically after such deficit has been eliminated), the Class A members' allocation of taxable income (loss) will typically decrease to 5% (or, in some cases, a higher percentage if required by the tax equity investor) and the Class B members' allocation of taxable income (loss) will increase by an inverse amount. The redeemable noncontrolling interests and noncontrolling interests are comprised of Class A units, which represent the tax equity investors' interest in the tax equity entities. Both the Class A members and Class B members may have call options to allow either member to redeem the other member's interest in the tax equity entities upon the occurrence of certain contingent events, such as bankruptcy, dissolution/liquidation and forced divestitures of the tax equity entities. Additionally, the Class B members may have the option to purchase all Class A units, which is typically exercisable at any time during the periods specified under their respective governing documents, and, in regards to the tax equity entities classified as redeemable noncontrolling interests, also have the contingent obligation to purchase all Class A units if the Class A members exercise their right to withdraw, which is typically exercisable at any time during the nine-month period commencing upon the applicable flip date. The carrying values of the redeemable noncontrolling interests were equal to or greater than the estimated redemption values as of September 30, 2022. In November 2022, the Company entered into an agreement to purchase the membership interests of Ampere Solar Owner IV, LLC, RPV Fund 13, LLC, and Level Solar Fund III, LLC for cash payments of $4,604.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Operating lease: In March 2012, the Company entered into a noncancelable lease agreement for office, research and development, and vehicle development and installation facilities with an investor of the Company. On February 28, 2021, the lease term was extended through February 28, 2022. The lease includes a rent escalation clause, and rent expense is being recorded on a straight-line basis. On December 31, 2021, the lease term was extended through July 31, 2022. Rent expense under the operating lease for the three months ended September 30, 2022 and 2021 was $19 and $58, respectively, and $139 and $171 for the nine months ended September 30, 2022 and 2021, respectively.

Restructuring

Restructuring	9 Months Ended
	Sep. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring	Restructuring In the first quarter of 2022, the Company conducted a strategic review of its operations. The results of this review resulted in the following actions being taken: (i) the closure of the Company’s production center and warehouse in Quincy, IL; (ii) the termination of engineering activities in the Company’s Boston office; (iii) elimination of all of the Company’s plug-in hybrid products and a substantial majority of the Company’s hybrid drivetrain products; (iv) a reduction of the Company’s workforce of 51 employees; and (v) the termination of the Company’s partnership with eNow. The Company recognized a total charge of $2,358 related to these activities in the first quarter of 2022. In connection with the Company’s reduction in its workforce, the Company incurred severance charges totaling $840 of which $725 was paid in the first quarter of 2022, $67 was paid in the second quarter of 2022, and the remainder paid in the third quarter of 2022. The severance charges were included in Selling, General and Administrative Expenses in the Unaudited Condensed Consolidated Statements of Operations.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Sponsorship Commitment: On February 24, 2021, the Company agreed to a sponsorship agreement with several entities related to the UBS Arena, Belmont Park and the NY Islanders Hockey Club. Pursuant to that agreement, the Company was designated an “Official Electric Transportation Partner of UBS Arena” with various associated marketing and branding rights, including the development of electric vehicle charging stations. Through September 30, 2022, the Company has incurred costs of approximately $700 related to a future opportunity to develop electric vehicle charging stations on the UBS Arena area. The sponsorship agreement has a term of three years with a sponsor fee of approximately $500 per year, of which $250 was paid on June 25, 2021 and the second payment of $250 was accrued on December 31, 2021 and paid on January 14, 2022. One of the directors of XL Fleet is a co-owner of the NY Islanders Hockey Club. In the first quarter of 2022, the Company notified the counterparties that it would be exercising its option to terminate the final two years of the agreement. The Company terminated the Sponsorship Agreement effective June 1, 2022 and will incur no further sponsor fees. Equipment Purchase: In March 2021, the Company entered into an agreement with Creative Bus Sales, Inc. ("Creative") to purchase six low floor electric transit buses to be delivered in 2022 for a total purchase price of $4,191. In connection with this agreement, on March 2021, the Company made a down-payment of $780. In February 2022, the Company terminated its purchase agreement with Creative and received a refund of the down payment of $780. Purchase Commitments: The Company has entered into firm commitments to purchase batteries and motors from major suppliers. As of September 30, 2022, these purchase obligations consisted of an obligation to purchase $2,533 of motors and an open ended commitment to purchase $2,500 of batteries, and an obligation to purchase $343 of chip-sensitive items including telematics modules and inverters.The Company is in ongoing commercial negotiation regarding its obligations with these suppliers due to quality and delivery issues. Legal Contingencies: The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. Putative securities class action complaints Beginning on March 8, 2021, two putative securities class action complaints were filed in federal district court for the Southern District of New York against the Company and certain of its current and former officers and directors. Those cases were consolidated and a lead plaintiff appointed in June 2021, and an amended complaint filed on July 20, 2021 alleging that certain public statements made by the defendants between October 2, 2020 and March 2, 2021 violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Company believes that the allegations asserted in the amended complaint are without merit, and the Company intends to vigorously defend the lawsuit. There can be no assurance, however, that the Company will be successful. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. On September 20, 2021, and October 19, 2021 two class action complaints were filed in the Delaware Court of Chancery against certain of the Company’s current officers and directors, and the Company’s sponsor, Pivotal Investment Holdings II LLC. The actions were consolidated as Inre XL Fleet (Pivotal) Stockholder Litigation , C.A. No. 2121-0808, and amended complaint was filed on January 31, 2022. The amended complaint alleges various breaches of fiduciary duty, and aiding and abetting breaches of fiduciary duty, for purported actions relating to the negotiation and approval of the December 21, 2020 merger and organization of legacy XL Hybrids Inc. ("XL Legacy") to become XL Fleet Corp., and purportedly materially misleading statements made in connection with the merger. The Company believes that the allegations asserted in both the class action complaints are without merit, and the Company intends to vigorously defend the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. Securities and Exchange Commission Subpoena On January 6, 2022, the Company received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting the production of certain documents related to, among other things, the Company’s business combination with XL Hybrids, Inc. and the related PIPE (Private Equity in Public Equity) financing, the Company’s sales pipeline and revenue projections, purchase orders, suppliers, California Air Resource Board approvals, fuel economy from our Drivetrain products, customer complaints, and disclosures and other matters in connection with the foregoing. The SEC has informed the Company that its current investigation is a fact-finding inquiry. The SEC has also informed the Company that the investigation does not mean that it has concluded that anyone has violated the law and does not mean that it has a negative opinion of any person, entity or security. To date, the Company has provided the requested information and cooperated fully with the SEC investigation. At this time, the Company is unable to estimate potential losses, if any, related to the investigation. Val Kay derivatively on behalf of nominal defendant XL Fleet Corp Additionally, on June 23, 2022, the Company received a shareholder derivative complaint filed in the U.S. District Court, District of Massachusetts, captioned Val Kay derivatively on behalf of nominal defendant XL Fleet Corp , against all current directors and prior officers and directors. The action was filed by a shareholder purportedly on behalf of the Company, and raises claims for contribution, as well as claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and abuse of control. The factual allegations concern alleged false or misleading statements about the Company’s sales pipeline, supply chain issues, low reorder rates, and the Company’s technology. The Company believes that the allegations asserted in the action are without merit, and the Company intends to vigorously defend the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit Master SREC purchase and sale agreement Spruce Power entered into forward sales agreements related to a certain number of SRECs to be generated from Spruce Power’s solar energy systems located in Maryland, Massachusetts, Delaware, and New Jersey to be sold at fixed prices over varying terms of up to 20 years. In the event Spruce Power does not deliver such SRECs to the counter-party, Spruce Power would be forced to pay additional penalties and fees as stipulated within the contracts. Guaranties In connection with the acquisition RPV Holdco 1, guaranty agreements were established by and between Spruce Holding Company 1, LLC, Spruce Holding Company 2, LLC, and Spruce Holding Company 3, LLC (“Spruce Guarantors”) and the investor members in the Funds in May 2020. The Spruce Guarantors entered into guaranties in favor of the tax equity investors under which they guaranteed the payment and performance of Solar Service Experts, LLC, a wholly owned subsidiary of the Company, under the Spruce Power 2 Maintenance Services Agreement, and the Class B Member under the Limited Liability Company Agreement (“LLCA”). These guaranties are subject to a maximum of the aggregate amount of capital contributions made by the Class A Member under the LLCA. Indemnities and guarantees During the normal course of business, Spruce Power has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The duration of Spruce Power's indemnities and guarantees varies, but the majority of these indemnities and guarantees are limited in duration. Historically, Spruce Power has not been obligated to make significant payments for these obligations, does not anticipate future payments, and no liabilities have been recorded for these indemnities and guarantees. Tax matters Ampere Solar Owner I, LLC, a now dissolved subsidiary of Spruce Power, was audited by the Internal Revenue Service ("IRS") for the years 2013 and 2014. The audit was primarily focused on the fair market value of the assets placed into service and secondarily depreciable basis and the treatment of Treasury grant proceeds for tax purposes. In November 2018, the IRS issued a letter ("IRS Letter") to Spruce Power which concluded an adjustment was needed to the net basis of the capitalized solar energy systems for a total proposed tax adjustment of $2,389. The IRS Letter allowed Spruce Power to either agree with the adjustments noted or request an appeals conference, which was to be submitted within a 60-day period from the date of the IRS Letter ("60-Day Letter"). In December 2018, Spruce Power received a verbal extension to the 60-Day Letter to February 22, 2019. On February 22, 2019, Spruce Power submitted a protest and appeal of the IRS Letter and requested an appeals conference. In July 2019, Spruce Power was assigned an Appeals Officer; however, the IRS has disagreed with Spruce Power's technical position. The Company believes that it is probable that the predecessor entity will be assessed approximately $2,300 payable to the IRS. It is probable that some, or all, will be paid to the tax equity investor under indemnification clauses in the operating agreement of Ampere Master Tenant I, LLC (which survived the dissolution of Ampere Solar Owner I, LLC). Accordingly, a loss had been accrued in operating expenses and remains outstanding as of September 30, 2022. ITC recapture provisions The IRS may disallow and recapture some, or all, of the Investment Tax Credits due to improperly calculated basis after a project was placed in service ("Recapture Event"). If a Recapture Event occurs, Spruce Power is obligated to pay the applicable Class A Member a recapture adjustment, which includes the amounts the Class A Members are required to repay the IRS, including interest and penalties, as well as any third-party legal and accounting fees incurred by the Class A Members in connection to the Recapture Event, as specified in the operating agreements. Such a payment by Spruce Power to the Class A Members are not to be considered a capital contribution to the fund per the operating agreements, nor would it be considered a distribution to the Class A Members. With the exception of the tax matter related to Ampere Solar Owner I noted above, a Recapture Event was not deemed to be probable by the Company, therefore no accrual has been recorded as of September 30, 2022.

Leadership Transition

Leadership Transition	9 Months Ended
	Sep. 30, 2022
Compensation Related Costs [Abstract]
Leadership Transition	Leadership TransitionOn March 21, 2022, Thomas (Tod) Hynes III resigned as the Company’s President and from its Board of Directors and he and the Company entered into a separation agreement pursuant to which, provided that Mr. Hynes complies with its material terms, he will receive (i) separation pay in the form of a lump sum payment of $479,375 and (ii) nine months of employer paid COBRA premiums. Mr. Hynes had also agreed to chair the Company’s advisory board. His separation agreement also includes customary provisions including those regarding cooperation, non-solicitation, and a mutual release.

Net (Loss) Income Per Share

Net (Loss) Income Per Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Net (Loss) Income Per Share	Net (Loss) Income Per Share The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the three and nine months ended September 30, 2022, and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income attributable to XL Fleet - basic $ (22,005) $ (7,531) $ (50,780) $ 43,914 Denominator: Weighted average shares outstanding, basic 142,895,483 139,392,170 142,142,971 138,082,355 Dilutive effect of options, warrants, and restricted stock units — — — 10,386,753 Weighted average shares outstanding, diluted 142,895,483 139,392,170 142,142,971 148,469,108 Net (loss) income attributable to XL Fleet per share, basic $ (0.15) $ (0.05) $ (0.36) $ 0.32 Net (loss) income attributable to XL Fleet per share, diluted $ (0.15) $ (0.05) $ (0.36) $ 0.30 Potential dilutive securities, which include stock options, warrants and restricted stock units have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2022 and the three months ended September 30, 2021 as the effect would be to reduce the net loss per share. Therefore, for this period the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The number of shares underlying outstanding dilutive securities which have been excluded from the computation of diluted net (loss) income per share above, are presented below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options 6,619,738 11,059,155 6,619,738 173,166 Private Warrants 4,233,333 4,233,333 4,233,333 4,233,333 XL Legacy Warrants 6,117 6,117 6,117 — Restricted stock units 10,043,852 471,731 10,043,852 — Total 20,903,040 15,770,336 20,903,040 4,406,499

Retirement Plan

Retirement Plan	9 Months Ended
	Sep. 30, 2022
Retirement Benefits [Abstract]
Retirement Plan	Retirement Plan The Company has adopted a 401(k) plan to provide all eligible employees a means to accumulate retirement savings on a tax-advantaged basis. The 401(k) plan requires participants to be at least 21 years old. In addition to the traditional 401(k), eligible employees are given the option of making an after-tax contribution to a Roth 401(k) or a combination of both. Plan participants may make before-tax elective contributions up to the maximum percentage of compensation and dollar amount allowed under the Internal Revenue Code. Participants are allowed to contribute, subject to IRS limitations on total annual contributions from 1% to 90% of eligible earnings. The plan provides for automatic enrollment at a 3% deferral rate of an employee’s eligible wages. The Company provides for safe harbor matching contributions equal to 100% on the first 3% of an employee’s eligible earnings deferred and an additional 50% on the next 2% of an employee’s eligible earnings deferred. Employee elective deferrals and safe harbor matching contributions are 100% vested at all times. In connection with the acquisition of World Energy, the Company adopted the World Energy 401(k) plan whose features are the same as those of the XL Fleet's 401(k) plan except that (i) Participants are allowed to contribute, subject to IRS limitations, on total annual contributions from 1% to 100% of eligible earnings and (ii) the safe harbor non-elective contribution is equal to 3% of employee’s compensation. In connection with the acquisition of Spruce Power, the Company adopted the Spruce Power 401(k) plan whose features are the same as those of the XL Fleet's 401(k) plan except that (i) Participants are allowed to contribute, subject to IRS limitations, on total annual contributions from 1% to 80% of eligible earnings and (ii) the safe harbor non-elective contribution is equal to 3% of employee’s compensation.

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting Segment reporting is based on the “management approach,” following the method that management organizes the company’s reportable segments for which separate financial information is made available to, and evaluated regularly by, the CODM in allocating resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company’s CODM does not evaluate operating segments using asset or liability information. Prior to the first quarter of 2022, the Company had one operating segment. In the first quarter of 2022, the Company’s Chief Executive Officer, upon the completion of a strategic review that began upon his hiring in December 2021, restructured the Company into two distinct operating segments: (i) Drivetrain and (ii) XL Grid. With the acquisition of Spruce Power in the third quarter of 2022, a third operating segment, Residential Solar, was added. Included in Corporate are certain corporate expenses including executive, finance, legal, information technology, and human resource expenses. The Drivetrain segment provides fleet electrification solutions for commercial vehicles in North America while the XL Grid segment provides energy efficiency and infrastructure solutions to commercial customers. The Residential Solar segment sells to homeowners power generated by its residential solar energy systems pursuant to long-term agreements. The following table presents revenues and operating loss by reportable segment: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Revenues Drivetrain $ 858 $ 555 $ 2,264 $ 2,512 XL Grid 2,422 2,645 8,789 5,057 Residential Solar 5,080 — 5,080 — Total $ 8,360 $ 3,200 $ 16,133 $ 7,569 Operating Loss Drivetrain (1) $ (3,614) $ (4,857) $ (12,923) $ (12,368) XL Grid (484) (1,648) (3,378) (2,137) Residential Solar (1,190) — (1,190) — Corporate (1) (22,720) (8,764) (48,843) (23,519) Total $ (28,008) $ (15,269) $ (66,334) $ (38,024) (1) Drivetrain operating loss for the nine months ended September 30, 2022 includes restructuring charges of $1,711 related to inventory obsolescence charges from exiting certain product lines. Corporate operating loss for the nine months ended September 30, 2022 includes a goodwill impairment charge of $8,606 and restructuring charges of $840 for severance charges related to the reduction in force of the Company’s workforce in the first quarter of 2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of consolidated financial statement presentation	Basis of consolidated financial statement presentation: The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. The accompanying Unaudited Condensed Consolidated Financial Statements of the Company include the accounts of its wholly owned subsidiaries and variable interest entities, for which the Company was the primary beneficiary. The Company reports its consolidated financial information under three operating reportable segments: (i) Drivetrain, (ii) XL Grid, and (iii) Residential Solar. All significant intercompany transactions have been eliminated in consolidation.
Variable interest entities	Variable interest entities: In accordance with the provisions of FASB ASC 810, Consolidation ("ASC 810"), the Company consolidates any variable interest entity ("VIE") of which it is the primary beneficiary. The Company formed or acquired VIEs which are partially funded by tax equity investors in order to facilitate the funding and monetization of certain attributes associated with solar energy systems. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company does not consolidate a VIE in which it has a majority ownership interest when the Company is not considered the primary beneficiary. The Company evaluates its relationships with the VIEs on an ongoing basis to determine if it is the primary beneficiary.
Noncontrolling interests	Noncontrolling interests: The distribution rights and priorities for the Funds as set forth in their respective operating agreements differ from the underlying percentage ownership interests of the members. As a result, the Company allocates income or loss to the noncontrolling interest holders of the Funds utilizing the hypothetical liquidation of book value ("HLBV") method, in which income or loss is allocated based on the change in each member's claim on the net assets at the end of each reporting period, adjusted for any distributions or contributions made during such periods. The HLBV method is commonly applied to investments where cash distribution percentages vary at different points in time and are not directly linked to an equity member's ownership percentage.
Use of estimates	Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve inventory reserves, deferred income taxes, warranty reserves, valuation of share-based compensation, the valuation of warrant liability, useful lives of certain assets and liabilities, the allowance for doubtful accounts, and the valuation of business combinations, including the fair values and useful lives of acquired assets and assumed liabilities and the fair value of purchase consideration. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements.
Concentration of credit risk	Concentration of Credit Risk: Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. At times, such cash may be in excess of the FDIC limit. At September 30, 2022 and December 31, 2021, the Company had cash in excess of the $250 federally insured limit. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. As of September 30, 2022, one customer accounted for approximately 13% of accounts receivable, net. As of December 31, 2021, two customers accounted for approximately 74% and 11% of accounts receivable, net. For the three months ended September 30, 2022 and 2021, one customer accounted for approximately 19% and 80% of revenues, respectively. For the nine months ended September 30, 2022 and 2021, three and two customers accounted for approximately 64% and 56% of revenues, respectively.
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash: The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and money market accounts. Cash equivalents are carried at cost, which approximates fair value due to their short-term nature. The Company’s cash and cash equivalents are placed with high-credit quality financial institutions and issuers, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents. Restricted cash: Restricted cash held at September 30, 2022 and December 31, 2021, consists of $150 for a bank deposit required for a letter of credit which is reserved for the Company’s California lease while restricted cash held at September 30, 2022 also includes $31,972 of cash that is subject to restriction due to provisions in the Company's financing agreements and the operating agreements of the Funds that are accounted for as consolidated VIEs. The restricted cash may be subject to depository and collateral account agreements. The carrying amount reported in the Unaudited Consolidated Balance Sheet for restricted cash approximates fair value.
Accounts receivable, net	Accounts receivable, net: Accounts receivable are stated at the gross invoice amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of the anticipated impact of current economic conditions, changes in the character and size of the balance, past and expected future loss experience, among other pertinent factors. As of September 30, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $151 and $148, respectively.
Inventory, net	Inventory, net: Inventory is comprised of raw materials, work in process and finished goods. Inventory is stated at the lower of cost or net realizable value. Cost of raw material inventories include the purchase and related costs incurred in bringing the products to their present location and condition. The Company uses consistent methodologies to evaluate inventory for net realizable value and periodically reviews inventories for obsolescence and any inventories identified as slow moving or obsolete are initially reserved for and then written-off. As of September 30, 2022 and December 31, 2021, the Company’s inventory reserve for obsolescence was $4,206 and $2,863, respectively. The increase in the inventory reserve at September 30, 2022 reflects the restructuring undertaken and the related products that were eliminated.
Other property and equipment, net	Other property and equipment, net: Other property and equipment, net is stated at cost less accumulated depreciation, or if acquired in a business combination, at fair value as of the date of acquisition.Improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the statement of operations as a component of other (expense) income, net.
Asset retirement obligations	Asset retirement obligations: Customer agreements only require that solar energy systems be removed if: (1) the customer has not renewed the customer agreement or exercised their purchase option and (2) the host customer requests the Company to remove the system. Upon review of the Company's estimate of the probability of required system removal, the Company considered current industry trends and has determined that it is highly probable that the customers will choose to renew their agreements or exercise the buyout option as the systems have an estimated useful life greater than the terms of the customer agreements and would still present value to the customer through cost savings. Therefore, the Company believes that the probability-weighted estimated removal costs are nominal.
Intangible assets, net	Intangible assets, net: Intangible assets are initially recorded at fair value and stated net of accumulated amortization and impairments. The Company amortizes its intangible assets that have finite lives using either the straight-line method, or if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be utilized. Amortization is recorded over the estimated useful lives, which for developed technology is 4 years. The Company evaluates the recoverability of its definite lived intangible assets whenever events or changes in circumstances or business conditions indicate that the carrying value of these assets may not be recoverable based on expectations of future undiscounted cash flows for each asset group. If the carrying value of an asset or asset group exceeds its undiscounted cash flows, the Company estimates the fair value of the assets, generally utilizing a discounted cash flow analysis based on the present value of estimated future cash flows to be generated by the assets or asset group using a risk-adjusted discount rate. To estimate the fair value of the assets, the Company uses market participant assumptions pursuant to ASC 820, Fair Value Measurement .
Fair value measurements	Fair value measurements: The Company follows the guidance in ASC Topic 820, Fair Value Measurement , for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date. Level 2 : Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 : Significant unobservable inputs that reflect the Company’s judgment about the assumptions that market participants would use in pricing an asset or liability. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. See Note 10. Fair Value Measurements for additional information on assets and liabilities measured at fair value. The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, contingent consideration liability, long-term debt and warrant liability. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximates fair value because of the short-term nature of those instruments.
Prepaid expenses and other current assets	Prepaid expenses and other current assets: Prepaid expenses and other current assets include prepaid insurance, prepaid rent, and supplies, which are expected to be recognized or realized within the next 12 months.
Impairment of long-lived assets	Impairment of long-lived asset s: The Company reviews long-lived assets, including property and equipment and, intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets
Impairment of goodwill	Impairment of goodwill: Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. Goodwill is not amortized but instead is annually tested for impairment, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. The Company has recorded goodwill in connection with its historical business acquisitions. The Company performs its annual goodwill impairment assessment at October 1 each fiscal year, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. An assessment can be performed by first completing a qualitative assessment on the Company’s single reporting unit. The Company can also bypass the qualitative assessment in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of the reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill. If the Company believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test involves comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding charge to earnings in the period the goodwill is determined to be impaired. The income tax effect associated with an impairment of tax-deductible goodwill is also considered in the measurement of the goodwill impairment. Any goodwill impairment is limited to the total amount of goodwill. The Company determines the fair value of its reporting unit using the market approach. Under the market approach method, the Company compared its book value to the fair value of its public float, utilizing the fair value of its common stock on the measurement date.
Revenue	Revenue: The Company’s revenue is derived through three operating segments: (1) the Drivetrain segment generates revenue from the sales of hybrid electric powertrain systems, (2) the XL Grid segment generates revenues through turnkey energy efficiency, renewable technology, and other energy solutions, and (3) the Residential Solar segment primarily generates revenue through the sale to homeowners of power generated by its residential solar energy systems pursuant to long-term agreements. The Drivetrain products are marketed and sold to end-user fleet customers and channel partners in the United States and Canada. The Company’s XL Grid solutions are marketed and sold to municipalities, corporations and other businesses and principally funded through energy incentives provided through public and private utilities. The XL Grid business primarily consists of the operations acquired through the May 2021 acquisition of World Energy Efficiency Services LLC ("World Energy"). Sales of products and services are subject to economic conditions and may fluctuate based on changes in the industry, trade policies, financial markets, and funded energy incentives. Revenue is recognized upon transfer of control to the customer, which occurs when the Company has a present right to payment, legal title has passed to the customer, the customer has the significant risks and rewards of ownership, and where acceptance is not a formality, the customer has accepted the product or service. For the Drivetrain products, in general, transfer of control is upon shipment of the equipment as the terms are FOB shipping point or equivalent and the Company has no other promised goods or services in its contracts with customers. In limited instances, the Company provides installation services to end-user fleet customers related to the purchased hybrid electric powertrain equipment. When provided, these installation services are not distinct within the context of the contract due to the fact that the end-use fleet customer is purchasing a completed modification to its vehicles and therefore, the installation services involve significant integration to integrate the hybrid electric powertrain equipment with the customer’s vehicle. As a result, the hybrid electric powertrain equipment and installation services represent a single performance obligation within these contracts with customers. The Company recognizes the revenue for the equipment sale and installation service for Drivetrain products at the same time, which is after the installation is complete. The Company has elected to treat shipping and handling activities related to contracts with channel partner customers for Drivetrain products as costs to fulfill the promise to transfer the associated equipment and not as a separate performance obligation. For the XL Grid solutions, in general, transfer of control is upon the acceptance and certification of project completion by both the end customer and the utility who is funding the energy incentives, representing a single performance obligation of the Company. Due to the short-term nature of projects (typically two to three weeks), the Company recognizes revenues from all XL Grid solutions activities at a point in time, when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and the Company has the right to payment for the transferred asset. The Company also assesses multiple contracts entered into by the same customer in close proximity to determine if the contracts should be combined for revenue recognition purposes. During the duration of a project for XL Grid solutions, all direct material and labor costs and those indirect costs related to the project are capitalized, and customer deposits are treated as liabilities. Once a project has been completed and the energy efficiency upgrades have been deemed to meet client specifications, capitalized costs are charged to earnings. For both Drivetrain and XL Grid solutions, when the Company’s contracts with customers contain multiple performance obligations, which is infrequent, the contract transaction price is allocated on a relative standalone selling price (SSP) basis to each performance obligation. The Company determines SSP based on observable selling prices for the sale of its systems. For extended warranties, the Company determines SSP based on expected cost plus margin. The Company establishes the margin based on review of market conditions and margins obtained by market participants for similar services. Any allocation of the transaction price required is determined at the contracts’ inception. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which is solely made up of fixed consideration for its products and services. The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfer of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less. The Company has not identified any significant financing components to date. The Company’s sales can in certain instances include non-cash consideration in the form of the customer transferring to the Company, the customer’s rights to cash incentives from programs administered by municipalities related to hybrid vehicle programs that a customer is entitled to as a result of its purchase. The incentives are fixed amounts that are readily determinable. The Company values the non-cash consideration at its fair value, which generally is the amount of the incentive. Payment terms on invoices generally range from 30 to 60 days. The Company excludes from revenue any sales tax and other government-assessed and imposed taxes on revenue generating activities that are invoiced to customers. The Company has elected to apply the practical expedient to expense costs to obtain contracts, which principally relate to sales commissions, at the time the liability is incurred when the expected amortization period is one year or less. Residential Solar Segment Revenues Energy generation - Customers purchase electricity under PPAs or SLAs. Revenue is recognized from contracts with customers as performance obligations are satisfied at a transaction price reflecting an amount of consideration based upon an estimated rate of return which is expressed as the solar rate per kilowatt hour or a flat rate per month as defined in the customer contracts. • PPAs - Under ASC 606, Revenue from Contracts with Customers, PPA revenue is recognized when generated based upon the amount of electricity delivered as determined by remote monitoring equipment at solar rates specified under the PPAs. • SLAs - The Company has SLAs, which do not meet the definition of a lease under ASC 842, Leases , and are accounted for as contracts with customers under ASC 606. Revenue is recognized on a straight-line basis over the contract term as the obligation to provide continuous access to the solar energy system is satisfied. The amount of revenue recognized may not equal customer cash payments because the performance obligation has been satisfied ahead of cash receipt or evenly as continuous access to the solar energy system has been provided. The differences between revenue recognition and cash payments received are reflected in accounts receivable, other assets or deferred revenue, as appropriate. Solar renewable energy credit s - The Company has contracts with third parties to sell Solar Renewable Energy Credits ("SRECs") generated by the solar energy systems for fixed prices. Certain contracts that meet the definition of a derivative may be exempted as normal purchase or normal sales transactions ("NPNS"). NPNS are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. The Company's SREC contracts meet these requirements and are designated as NPNS contracts. Such SRECs are exempted from the derivative accounting and reporting requirements, and the Company recognizes revenues in accordance with ASC 606.The Company recognizes revenue for SRECs based on pricing predetermined within the respective contracts at a point of time when the SRECs are transferred. Government incentives - The Company participates in the Residential Solar Investment Program of Connecticut, which offers a performance-based incentive (“PBI”) for certain of its solar energy systems that are associated with the program (“eligible systems”). PBIs are paid to the Company and recognized as revenue quarterly based on actual per-kilowatt-hour production delivered to the eligible systems. For systems up to 20kW, the Company will be paid a predetermined rate based on the eligible system start date. The program lasts for six years from the eligible systems’ start date. PBI revenue is accounted for under ASC 606 and is earned monthly based upon the actual electricity produced by the system. MSA revenue - The Company earns operating and maintenance revenue from third-party residential solar fund customers at pre-determined rates for various operating and maintenance and asset management services as specified in Maintenance Service Agreements ("MSAs") and Operating Service Agreements ("OSAs"). The MSAs and OSAs contain multiple performance obligations, including routine maintenance, nonroutine maintenance, renewable energy certificate management, inventory management, delinquent account collections and customer account management. Pursuant to ASC 606, the Company has elected the "right to invoice" practical expedient and revenue for these performance obligations are recognized as services are rendered based upon the underlying contractual arrangements. Loan servicing - The Company performs loan servicing functions for third parties in return for a servicing fee. The compensation is based on a percentage of the loans outstanding. The Company has elected the "right to invoice" practical expedient and loan servicing support revenues are recognized as services are rendered based upon the underlying contractual arrangements. Cost of Revenues: Cost of revenues - inventory and other direct costs represents costs related to Drivetrain and XL Grid revenues. Drivetrain cost of revenues include the cost of the product, freight costs, installation labor, expected warranty expense, and inventory obsolescence charges. XL Grid cost of revenues include direct project costs including labor and materials. Cost of revenues - operations and maintenance represents the costs of operating the solar systems primarily the costs of third parties used to service the systems. Cost of revenues - solar energy systems depreciation represents the depreciation expense relating to the solar systems.
Warranties	Warranties: Customers who purchase Drivetrain products are provided limited-assurance-type warranties for equipment and work performed under the contracts. The warranty period typically extends for 3 years following transfer of control of the equipment. The warranties solely relate to correction of product defects during the warranty period, which is consistent with similar warranties by offered by competitors. Therefore, the Company has determined that these warranties are outside the scope of ASC 606 and will continue to be accounted for under ASC 460, Guarantees. At the time of purchase of the equipment, customers may purchase from the Company an extended warranty for its equipment. The extended warranty commences upon the end of the assurance-based warranty period and is considered a separate performance obligation that represents a stand-ready obligation to perform warranty services after the assurance-type warranty expires. The transaction price allocated to the extended warranty is recognized ratably over the extended warranty period. Customers of XL Grid solutions are provided limited-assurance-type warranties for a term of one year for installation work performed under its contracts. Warranties for equipment sold to customers are provided by the original equipment manufacturers. For both Drivetrain Systems and XL Grid solutions, the Company accrues the estimated cost of product warranties for unclaimed charges based on historical experiences and expected results. Should product failure rates and material usage costs differ from these estimates revisions to the estimated warranty liability are required. The Company periodically assesses the adequacy of its recorded product warranty liabilities and adjusts the balances as required. Warranty expense is
Share-based compensation	Share-based compensation: The Company accounts for its share-based compensation awards in accordance with ASC Topic 718, Compensation-Stock Compensation . The Company issues stock-based awards to acquire common stock to employees, directors and non-employee consultants. Awards issued under the Company’s stock-based compensation plans include stock options, restricted stock units and restricted stock awards. Stock options, restricted stock units and restricted stock awards typically contain service based vesting conditions. Stock Options The Company uses the Black-Scholes option pricing model to determine the fair value of stock-based awards and recognizes the compensation cost on a straight line basis over the requisite service period of the awards for employee, which is typically the four-year vesting period of the award, and effective contract period specified in the award agreement for non-employees. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk- free interest rate and expected dividends. The Company does not have a significant history of trading of its common stock as it was not a public company until December 21, 2020, and as such expected volatility was estimated using historical volatilities of comparable public entities. The expected life of the awards is estimated based on a simplified method, which uses the average of the vesting term and the original contractual term. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected life of the awards. The dividend yield assumption is based on history and expectation of paying no dividends. Forfeitures are accounted for as they occur.
Derivative instruments and hedging activities	Derivative instruments and hedging activities: In accordance with Accounting Standards Codification ("ASC") 815, Derivatives and Hedging as amended ("ASC 815"), all derivative instruments, except those meeting specific exceptions, are recognized in the Unaudited Consolidated Balance Sheet at fair value. Realized gains and losses and changes in fair value are recognized immediately in earnings. The Company measures the fair value of its derivative instruments in accordance with ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). All hedging activities have potential performance risk and the Company considered the inherent risk by reducing the liability according to known and relevant market movement for the relevant period.
Warrant Liabilities	Warrant Liabilities: The Company evaluated the Private Warrants (“Private Warrants”) in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity , and concluded that a provision in the Warrant Agreement related to such warrants (“Warrant Agreement”) related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants met the definition of a derivative as contemplated in ASC 815, the Warrants were initially recorded at fair value as derivative liabilities on the Unaudited Condensed Consolidated Balance Sheets and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized in the Unaudited Condensed Consolidated Statement of Operations in the period of change.
Segment Reporting	Segment Reporting: ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments, and major customers in its Unaudited Condensed Consolidated Financial Statements. The Company’s Chief Executive Officer, as the chief operating decision maker (“CODM”), organizes the company’s reportable segments (see Note 20. Segment Reporting).
Engineering, research and development expense	Engineering, research and development expense: Engineering, research and development costs are expensed as incurred and include, but are not limited to, costs incurred in performing research and development activities, including salaries, benefits, facilities, research- related overhead, sponsored research costs, contracted services, license fees, and other external costs.
Net income (loss) per share	Net income (loss) per share: Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive
Related parties	Related parties: A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Recent accounting pronouncements issued and adopted	Recent accounting pronouncements issued and adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments , (ASU 2016-13) which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held to replace the incurred loss model for financial assets measured at amortized cost and require entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 is effective for the Company beginning January 1, 2023. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) : Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for the Company beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of reconciliation of cash, cash equivalents, and restricted cash	The following table provides a reconciliation of Cash and Cash Equivalents and Restricted Cash in the Unaudited Condensed Consolidated Balance Sheets to the total amount shown in the Unaudited Consolidated Statements of Cash Flows: As of September 30, 2022 September 30, 2021 Cash and cash equivalents $ 239,512 $ 366,748 Restricted cash 32,122 150 Total cash, cash equivalents, and restricted cash $ 271,634 $ 366,898
Property and equipment, schedule of useful lives	Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Equipment 5 years Furniture and fixtures 3 years Computer and related equipment 2 years Software 2 years Vehicles 5 years Leasehold improvements Lesser of useful life of the asset or remaining life of the lease
Schedule of accrued warranty liability	The following is a roll-forward of the Company’s accrued warranty liability: For the Nine Months Ended For the Balance at the beginning of the period $ 2,547 $ 1,735 Acquisition date accrual for World Energy acquisition — 25 Accrual for warranties issued 110 346 Accrual of additional warranty obligations — 965 Warranty fulfillment charges (336) (524) Balance at the end of the period $ 2,321 $ 2,547
Schedule of fair values private warrants were valued using a black-scholes model	The fair value of stock options issued for the nine months ended September 30, 2022 and 2021 was measured with the following assumptions: For the Nine Months Ended 2022 2021 Expected volatility 86.0% – 86.4% 78.1% – 88.2% Expected term (in years) 6.25 6.25 Risk-free interest rate 1.4% – 1.7% 0.4% - 1.9% Expected dividend yield 0.0 % 0.0% The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Input Mark-to-Market Mark-to-Market Risk-free rate 4.23 % 1.11 % Remaining term in years 3.22 3.98 Expected volatility 78.5 % 88.8 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 0.89 $ 3.31

Business Combinations (Tables)

Business Combinations (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of fair values of the assets acquired and liabilities assumed by major class	The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Spruce Power acquisition: Purchase Price Allocation Total purchase consideration: Cash, net of cash acquired, and restricted cash $ 32,585 Allocation of consideration to assets acquired and liabilities assumed: Accounts receivable, net $ 10,995 Prepaid expenses and other current assets 6,768 Solar energy systems 406,298 Other property and equipment 337 Interest rate swap assets 26,698 Right-of-use asset 3,279 Other assets 358 Goodwill 158,636 Accounts payable (2,620) Accrued expenses (13,061) Lease liability (3,382) Long-term debt (510,002) Other liabilities (335) Noncontrolling interests (51,384)
Schedule of supplemental disclosure of pro forma information	The following table presents the Company’s pro forma combined results of operations for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenues $ 26,406 $ 26,016 $ 73,095 $ 77,765 Net (loss) income $ (6,663) $ (83) $ (13,163) $ 66,109 Per share amounts: Net (loss) income per share - basic $ (0.05) $ — $ (0.09) $ 0.48 Net (loss) income per share - diluted $ (0.05) $ — $ (0.09) $ 0.45 The above pro forma information includes pro forma adjustments to remove the effect of the following items: i. Eliminate the effect of transaction expenses related to the acquisition of World Energy of $498 for the nine months ended September 30, 2021 ii. Eliminate interest expense associated with debt that was repaid in the acquisition of World Energy of $37 for the nine months ended September 30, 2021. iii. Eliminate the effect of transaction expenses related to the acquisition of Spruce Power of $15,020 for the three and nine months ended September 30, 2022.

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Disaggregation of revenue	The following table represents the Company’s revenues for the three and nine months ended September 30, 2022 and 2021, respectively, disaggregated, by sales channel. Disaggregation of revenue: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue from residential solar energy systems $ 5,080 $ — $ 5,080 $ — Revenue from the sale of Drivetrain systems: Revenue direct to customers 821 366 2,175 1,138 Revenue through channel partners 37 189 89 1,374 Revenue from the sale of XL Grid solutions – which are sold direct to customers 2,422 2,645 8,789 5,057 Total revenue $ 8,360 $ 3,200 $ 16,133 $ 7,569 For the Residential Solar segment, which consists of the revenue resulting from the acquisition of Spruce Power on September 9, 2022 through September 30, 2022, the following table presents the detail of revenue as recorded in the Unaudited Condensed Consolidated Statements of Operations: Three Months Ended September 30, 2022 PPA revenue $ 2,430 SLA revenue 1,683 Solar renewable energy credit revenue 760 Government incentives 25 MSA revenue 144 Loan servicing 7 Other revenue 31 Total $ 5,080

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Schedule of accrued liabilities	Accrued expenses and other current liabilities consisted of the following at September 30, 2022 and December 31, 2021: As of September 30, December 31, Accrued warranty costs $ 2,321 $ 2,548 Accrued compensation and related benefits 4,153 2,254 Contingent purchase price consideration – Quantum — 1,950 Deferred purchase price consideration – World Energy 164 278 Accreted contingent compensation to sellers – World Energy — 1,000 Professional fees 1,201 949 Accrued interest 9,263 — Accrued settlements 494 494 Accrued expenses, other 7,505 2,383 $ 25,101 $ 11,856
Other current liabilities	Accrued expenses and other current liabilities consisted of the following at September 30, 2022 and December 31, 2021: As of September 30, December 31, Accrued warranty costs $ 2,321 $ 2,548 Accrued compensation and related benefits 4,153 2,254 Contingent purchase price consideration – Quantum — 1,950 Deferred purchase price consideration – World Energy 164 278 Accreted contingent compensation to sellers – World Energy — 1,000 Professional fees 1,201 949 Accrued interest 9,263 — Accrued settlements 494 494 Accrued expenses, other 7,505 2,383 $ 25,101 $ 11,856

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of long-term debt	Scheduled payments on long-term debt as of September 30, 2022 are as follows: SVB Credit Agreement Second SVB Credit Agreement KeyBank Credit Agreement Second KeyBank Credit Agreement Vehicle Financing Total For The Years Ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 6,286 $ 1,356 $ 1,528 $ — $ 17 $ 9,187 2023 15,476 5,261 4,586 — 6 25,329 2024 16,660 5,423 4,622 — — 26,705 2025 17,465 5,585 4,238 — — 27,288 2026 183,317 5,142 4,157 — — 192,616 Thereafter — 48,903 46,578 165,887 — 261,368 Total principal payments 239,204 71,670 65,709 165,887 23 542,493 Less: Current portion of long-term debt (15,476) (5,261) (4,586) — (17) (25,340) $ 223,728 $ 66,409 $ 61,123 $ 165,887 $ 6 $ 517,153 Less: Unamortized fair value adjustment (32,123) Long-term debt, net of current portion $ 485,030

ROU Assets and Lease Liabilit_2

ROU Assets and Lease Liabilities (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of office space and R&D and manufacturing facilities	The Company’s right-of-use ("ROU") assets and lease liabilities are comprised of the following: As of September 30, December 31, Operating leases: Right-of-use assets $ 7,284 $ 3,443 Lease liability, current 1,314 451 Lease liability, non-current 6,874 3,056 Finance leases: Right-of-use assets 351 1,121 Lease liability, current 148 449 Lease liability, non-current 129 543
Schedule of other information related to leases	Other information related to leases is presented below: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Other information: Operating lease cost $ 264 $ 222 $ 799 $ 617 Operating cash flows from operating leases $ 205 $ 213 $ 643 $ 561 Weighted-average remaining lease term – operating leases (in months) 80.1 86.8 Weighted-average discount rate – operating leases 8.2 % 9.6 %
Schedule of annual minimum lease payments of our operating lease liabilities	As of September 30, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 405 2023 1,823 2024 1,760 2025 1,689 2026 1,559 Thereafter 2,673 Total future minimum lease payments, undiscounted 9,909 Less: imputed interest 1,722 Present value of future minimum lease payments $ 8,187

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of fair values private warrants were valued using a black-scholes model	The fair value of stock options issued for the nine months ended September 30, 2022 and 2021 was measured with the following assumptions: For the Nine Months Ended 2022 2021 Expected volatility 86.0% – 86.4% 78.1% – 88.2% Expected term (in years) 6.25 6.25 Risk-free interest rate 1.4% – 1.7% 0.4% - 1.9% Expected dividend yield 0.0 % 0.0% The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Input Mark-to-Market Mark-to-Market Risk-free rate 4.23 % 1.11 % Remaining term in years 3.22 3.98 Expected volatility 78.5 % 88.8 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 0.89 $ 3.31
Schedule of assets and liabilities which are measured at fair value on a recurring basis	The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of Level I Level II Level III Total Assets: Interest rate swaps $ — $ 35,230 $ — $ 35,230 Liability: Private Warrants $ — $ — $ 259 $ 259 Fair value of obligation to issue shares of common stock to sellers of World Energy — — 143 143 Total $ — $ — $ 402 $ 402 Fair Value Measurements as of Level I Level II Level III Total Liability: Private Warrants $ — $ — $ 5,404 $ 5,404 Contingent consideration – Quantum — — 1,950 1,950 Earnout – World Energy — — 1,000 1,000 Fair value of obligation to issue shares of common stock to sellers of World Energy — — 541 541 Total $ — $ — $ 8,895 $ 8,895
Schedule of roll forward of the Company’s Level 3 instruments	The following is a roll forward of the Company’s Level 3 instruments: For the Liability Balance, January 1, 2022 $ 8,895 Fair value adjustment - Quantum contingent consideration (145) Cash settlement of Quantum liability (950) Share settlement of Quantum liability (186) Cash settlement of World Energy liability (1,000) Fair value adjustments – Warrant liability (5,146) Fair value adjustments – World Energy (397) Adjustment - Quantum liability (669) Balance, September 30, 2022 $ 402

Share-Based Compensation Expe_2

Share-Based Compensation Expense (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of stock option award activity	The Company grants stock options to certain employees that will vest over a period of one Options Shares Weighted Weighted Average Outstanding at December 31, 2021 9,737,292 $ 1.40 7.2 Granted 22,304 1.97 Exercised (2,191,397) 0.24 Cancelled or forfeited (948,461) 3.87 Outstanding at September 30, 2022 6,619,738 $ 1.37 6.9 Exercisable at September 30, 2022 5,578,246 $ 0.73 6.6
Schedule of fair value of restricted stock awards	Restricted stock awards activity during the nine months ended at September 30, 2022 was as follows: Number of Shares Weighted Average Grant Non-vested, at December 31, 2021 446,332 $ 0.24 Granted — — Vested — — Cancelled or forfeited — — Non-vested, at September 30, 2022 446,332 $ 0.24 Number of Weighted Non-vested, at December 31, 2021 604,433 $ 6.06 Granted 10,732,372 1.31 Vested (1,023,489) 1.73 Cancelled or forfeited (269,464) 6.28 Non-vested, at September 30, 2022 10,043,852 $ 1.46
Schedule of ladder RSU awards	The fair value and derived service period of each tranche was as follows: Stock Price Tranche Fair Value Derived Service Period (in years) $ 3.23 $ 1.11 1.72 5.37 1.06 2.71 7.50 1.03 3.3 9.64 0.99 3.7 11.77 0.97 4.11 13.91 0.94 4.42 16.04 0.91 4.64 18.18 0.89 4.78 20.31 0.87 5 22.45 0.85 5.1

Interest Rate Swaps (Tables)

Interest Rate Swaps (Tables)	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of interest rate derivatives	As of September 30, 2022, the following interest rate swaps are outstanding: # Notional Amount Fixed Rate Effective Date Early Termination Date Maturity Date Total Fair Value Asset (Liability) 1 $ 13,861 0.95 % 4/30/2020 4/30/2026 1/31/2031 $ 1,709 2 13,861 0.95 % 4/30/2020 4/30/2026 1/31/2031 1,695 3 13,861 0.95 % 4/30/2020 4/30/2026 1/31/2031 1,709 4 4,787 1.78 % 10/31/2019 4/30/2026 1/31/2031 456 5 8,377 1.79 % 10/31/2019 4/30/2026 1/31/2031 793 6 8,377 1.79 % 10/31/2019 4/30/2026 1/31/2031 793 7 8,377 1.79 % 10/31/2019 4/30/2026 1/31/2031 787 8 45,371 2.56 % 7/31/2019 4/30/2026 10/31/2031 2,797 9 45,371 2.56 % 7/31/2019 4/30/2026 10/31/2031 2,819 10 25,927 2.54 % 7/31/2019 4/30/2026 10/31/2031 1,637 11 45,372 2.56 % 7/31/2019 4/30/2026 10/31/2031 2,821 12 31,665 0.90 % 11/13/2020 11/13/2027 10/31/2032 4,637 13 31,665 0.90 % 11/13/2020 11/13/2027 10/31/2032 4,683 14 18,766 2.83 % 07/12/2022 5/14/2027 04/30/2032 741 15 49,437 0.40 % 07/12/2022 5/14/2027 10/31/2031 7,153 $ 365,075 $ 35,230

Noncontrolling Interests (Table

Noncontrolling Interests (Tables)	9 Months Ended
	Sep. 30, 2022
Noncontrolling Interest [Abstract]
Summary of noncontrolling interests	The following table summarizes noncontrolling interests as of September 30, 2022: Tax Equity Entity Date Class A Member Admitted Ampere Solar Owner IV, LLC October 2015 ORE F4 Holdco, LLC August 2014 ORE F5A Holdco, LLC August 2016 ORE F6 Holdco, LLC September 2016 Sunserve Residential Solar I, LLC June 2015 RPV Fund 11, LLC April 2015 RPV Fund 13, LLC April 2015 Level Solar Fund III, LLC October 2015 Level Solar Fund IV, LLC December 2016

Net (Loss) Income Per Share (Ta

Net (Loss) Income Per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of numerator and denominator used to calculate basic earnings per share and diluted earnings per share	The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the three and nine months ended September 30, 2022, and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income attributable to XL Fleet - basic $ (22,005) $ (7,531) $ (50,780) $ 43,914 Denominator: Weighted average shares outstanding, basic 142,895,483 139,392,170 142,142,971 138,082,355 Dilutive effect of options, warrants, and restricted stock units — — — 10,386,753 Weighted average shares outstanding, diluted 142,895,483 139,392,170 142,142,971 148,469,108 Net (loss) income attributable to XL Fleet per share, basic $ (0.15) $ (0.05) $ (0.36) $ 0.32 Net (loss) income attributable to XL Fleet per share, diluted $ (0.15) $ (0.05) $ (0.36) $ 0.30
Schedule of number of shares underlying outstanding dilutive securities	The number of shares underlying outstanding dilutive securities which have been excluded from the computation of diluted net (loss) income per share above, are presented below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options 6,619,738 11,059,155 6,619,738 173,166 Private Warrants 4,233,333 4,233,333 4,233,333 4,233,333 XL Legacy Warrants 6,117 6,117 6,117 — Restricted stock units 10,043,852 471,731 10,043,852 — Total 20,903,040 15,770,336 20,903,040 4,406,499

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Schedule of segment information	The following table presents revenues and operating loss by reportable segment: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Revenues Drivetrain $ 858 $ 555 $ 2,264 $ 2,512 XL Grid 2,422 2,645 8,789 5,057 Residential Solar 5,080 — 5,080 — Total $ 8,360 $ 3,200 $ 16,133 $ 7,569 Operating Loss Drivetrain (1) $ (3,614) $ (4,857) $ (12,923) $ (12,368) XL Grid (484) (1,648) (3,378) (2,137) Residential Solar (1,190) — (1,190) — Corporate (1) (22,720) (8,764) (48,843) (23,519) Total $ (28,008) $ (15,269) $ (66,334) $ (38,024) (1) Drivetrain operating loss for the nine months ended September 30, 2022 includes restructuring charges of $1,711 related to inventory obsolescence charges from exiting certain product lines. Corporate operating loss for the nine months ended September 30, 2022 includes a goodwill impairment charge of $8,606 and restructuring charges of $840 for severance charges related to the reduction in force of the Company’s workforce in the first quarter of 2022.

Organization and Description _2

Organization and Description of Business (Details)	Sep. 09, 2022
Spruce Power
Business Combination, Separately Recognized Transactions [Line Items]
Percentage of membership interests acquired	100%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Dec. 31, 2021 USD ($) segment	Sep. 30, 2022 USD ($) segment	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) segment
Concentration Risk [Line Items]
Number of operating segments | segment	2	3			3		1
Number of reportable segments | segment					3
Restricted cash	$ 150	$ 32,122		$ 150	$ 32,122	$ 150	$ 150
Allowance for doubtful accounts	148	151			151		148
Inventory reserve for obsolescence	$ 2,863	4,206			4,206		$ 2,863
Amortization expense					1,020	629
Impairment of goodwill		0	$ 8,606	$ 0	$ 8,606	0
Warranty period					3 years
Limited-assurance-type warranty, term					1 year
Solar Energy Systems
Concentration Risk [Line Items]
Useful life					30 years
Depreciation expense					$ 1,320
Other Property and Equipment
Concentration Risk [Line Items]
Depreciation expense					571	$ 445
Financing and Operating Agreements
Concentration Risk [Line Items]
Restricted cash		31,972			31,972
Bank Deposit on Lease
Concentration Risk [Line Items]
Restricted cash		$ 150			$ 150
Stock options
Concentration Risk [Line Items]
Vesting period					4 years
Developed Technology
Concentration Risk [Line Items]
Useful life of software development					4 years
Customer Concentration Risk | Accounts Receivable | One Customer
Concentration Risk [Line Items]
Concentration risk					13%
Customer Concentration Risk | Accounts Receivable | One customer
Concentration Risk [Line Items]
Concentration risk							74%
Customer Concentration Risk | Accounts Receivable | Two customers
Concentration Risk [Line Items]
Concentration risk							11%
Customer Concentration Risk | Revenue | One Customer
Concentration Risk [Line Items]
Concentration risk		19%		80%
Customer Concentration Risk | Revenue | Two Customers
Concentration Risk [Line Items]
Concentration risk						56%
Customer Concentration Risk | Revenue | Three Customers
Concentration Risk [Line Items]
Concentration risk					64%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of reconciliation of cash, cash equivalents, and restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 239,512	$ 351,676	$ 366,748
Restricted cash	32,122	150	150
Total cash, cash equivalents, and restricted cash	$ 271,634	$ 351,826	$ 366,898	$ 329,791

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of property, plant and equipment useful life (Details)	9 Months Ended
	Sep. 30, 2022
Equipment
Property, Plant and Equipment [Line Items]
Useful life	5 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful life	3 years
Computer and related equipment
Property, Plant and Equipment [Line Items]
Useful life	2 years
Software
Property, Plant and Equipment [Line Items]
Useful life	2 years
Vehicles
Property, Plant and Equipment [Line Items]
Useful life	5 years

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of fair value of stock options issued (Details)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Accounting Policies [Abstract]
Expected volatility (minimum)	86%	78.10%
Expected volatility (maximum)	86.40%	88.20%
Expected term (in years)	6 years 3 months	6 years 3 months
Risk-free interest rate (minimum)	1.40%	0.40%
Risk-free interest rate (maximum)	1.70%	1.90%
Expected dividend yield	0%	0%

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Schedule of warranty accruals (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance at the beginning of the period	$ 2,321	$ 2,547	$ 1,735
Acquisition date accrual for World Energy acquisition	0	25
Accrual for warranties issued	110	346
Accrual of additional warranty obligations	0	965
Warranty fulfillment charges	(336)	(524)
Balance at the end of the period	$ 2,321	$ 2,547

Business Combinations - Narrati

Business Combinations - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended		12 Months Ended
	Sep. 09, 2022	Mar. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Business Combination, Separately Recognized Transactions [Line Items]
Payments to acquire business net of cash and restricted cash received			$ 32,585	$ 8,188
World Energy, LLC
Business Combination, Separately Recognized Transactions [Line Items]
Contingent consideration paid		$ 1,000
Revenue milestone for contingent consideration					$ 19,500
Spruce Power
Business Combination, Separately Recognized Transactions [Line Items]
Payments to acquire business net of cash and restricted cash received	$ 32,585
Payment to acquire business, gross	61,788
Cash acquired from acquisition	$ 29,203

Business Combinations - Schedul

Business Combinations - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		9 Months Ended
	Sep. 09, 2022	Sep. 30, 2022	Sep. 30, 2021
Total purchase consideration:
Cash, net of cash acquired, and restricted cash		$ 32,585	$ 8,188
Spruce Power
Total purchase consideration:
Cash, net of cash acquired, and restricted cash	$ 32,585
Allocation of consideration to assets acquired and liabilities assumed:
Accounts receivable, net	10,995
Prepaid expenses and other current assets	6,768
Solar energy systems	406,298
Other property and equipment	337
Interest rate swap assets	26,698
Right-of-use asset	3,279
Other assets	358
Goodwill	158,636
Accounts payable	(2,620)
Accrued expenses	(13,061)
Lease liability	(3,382)
Long-term debt	(510,002)
Other liabilities	(335)
Noncontrolling interests	$ (51,384)

Business Combinations - Pro For

Business Combinations - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues	$ 26,406	$ 26,016	$ 73,095	$ 77,765
Net (loss) income	$ (6,663)	$ (83)	$ (13,163)	$ 66,109
Net (loss) income per share - basic (in dollars per share)	$ (0.05)	$ 0	$ (0.09)	$ 0.48
Net (loss) income per share - diluted (in dollars per share)	$ (0.05)	$ 0	$ (0.09)	$ 0.45
Non-recurring merger expenses	$ (22,005)	$ (7,531)	$ (50,780)	$ 43,914
Acquisition-related Costs | World Energy, LLC
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Non-recurring merger expenses				498
Acquisition-related Costs | Spruce Power
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Non-recurring merger expenses	$ 15,020		$ 15,020
Interest Expense | World Energy, LLC
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Non-recurring merger expenses				$ 37

Settlement of Contingent Cons_2

Settlement of Contingent Consideration Quantum (Details) - Quantum Fuel Systems, LLC Assets Acquisition shares in Thousands, $ in Thousands	1 Months Ended
	Feb. 28, 2022 USD ($) shares
Milestone Two
Asset Acquisition, Contingent Consideration [Line Items]
Cash consideration paid | $	$ 475
Equity interests issued (in shares) | shares	50
Milestone Three
Asset Acquisition, Contingent Consideration [Line Items]
Cash consideration paid | $	$ 475
Equity interests issued (in shares) | shares	50

Revenue - Schedule of disaggreg

Revenue - Schedule of disaggregation of revenue by sales channel (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenues		$ 8,360	$ 3,200	$ 16,133	$ 7,569
Residential Solar
Disaggregation of Revenue [Line Items]
Revenues	$ 5,080	5,080	0	5,080	0
XL Grid
Disaggregation of Revenue [Line Items]
Revenues		2,422	2,645	8,789	5,057
Revenue direct to customers | Drivetrain
Disaggregation of Revenue [Line Items]
Revenues		821	366	2,175	1,138
Revenue through channel partners | Drivetrain
Disaggregation of Revenue [Line Items]
Revenues		$ 37	$ 189	$ 89	$ 1,374

Revenue - Schedule of Residenti

Revenue - Schedule of Residential Solar Segment Revenue (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenues		$ 8,360	$ 3,200	$ 16,133	$ 7,569
Residential Solar
Disaggregation of Revenue [Line Items]
Revenues	$ 5,080	$ 5,080	$ 0	$ 5,080	$ 0
PPA revenue | Residential Solar
Disaggregation of Revenue [Line Items]
Revenues	2,430
SLA revenue | Residential Solar
Disaggregation of Revenue [Line Items]
Revenues	1,683
Solar renewable energy credit revenue | Residential Solar
Disaggregation of Revenue [Line Items]
Revenues	760
Government incentives | Residential Solar
Disaggregation of Revenue [Line Items]
Revenues	25
MSA revenue | Residential Solar
Disaggregation of Revenue [Line Items]
Revenues	144
Loan servicing | Residential Solar
Disaggregation of Revenue [Line Items]
Revenues	7
Other revenue | Residential Solar
Disaggregation of Revenue [Line Items]
Revenues	$ 31

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 217		$ 217		$ 237
Deferred revenue recognized	20		20
Sales commissions recognized	$ 165	$ 198	$ 661	$ 397

Purchase of Convertible Note (D

Purchase of Convertible Note (Details) - USD ($)		12 Months Ended
	Jul. 15, 2021	Dec. 31, 2021	Jun. 30, 2022
Debt Instrument, Redemption [Line Items]
Convertible note bears interest rate	8%
Price per share of converted common stock			$ 1.1658
eNow
Debt Instrument, Redemption [Line Items]
Principal amount	$ 3,000,000	$ 0
Impairment of convertible note		$ 3,000,000

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Liabilities and Other Liabilities [Abstract]
Accrued warranty costs	$ 2,321	$ 2,548
Accrued compensation and related benefits	4,153	2,254
Contingent purchase price consideration – Quantum	0	1,950
Deferred purchase price consideration – World Energy	164	278
Accreted contingent compensation to sellers – World Energy	0	1,000
Professional fees	1,201	949
Accrued interest	9,263	0
Accrued settlements	494	494
Accrued expenses, other	7,505	2,383
Total	$ 25,101	$ 11,856

Long-Term Debt - Narrative (Det

Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands					3 Months Ended	9 Months Ended
	Nov. 13, 2020	May 14, 2020	Apr. 28, 2020	Oct. 29, 2019	Sep. 30, 2022	Sep. 30, 2022	Sep. 09, 2022	Mar. 19, 2021	May 20, 2020	Apr. 29, 2019
Line of Credit | SVB Credit Agreement | Volta Owner I LLC, and Volta MH Owner II LLC | Spruce Power
Debt Instrument [Line Items]
Principal balance										$ 194,077
Secured Debt | A&R SVB Credit Agreement | Greenday Finance I, LLC, Volta MH Owner II, LLC, and Spruce Kismet, LLC | Spruce Power
Debt Instrument [Line Items]
Principal balance									$ 53,780
Increase in principal balance				$ 34,174
Applicable margin for third anniversary through sixth anniversary				2.375%
Applicable margin starting on sixth anniversary				2.50%
Secured Debt | A&R SVB Credit Agreement | Greenday Finance I, LLC, Volta MH Owner II, LLC, and Spruce Kismet, LLC | London Interbank Offered Rate (LIBOR) | Spruce Power
Debt Instrument [Line Items]
Applicable margin for first three years				2.25%
Secured Debt | Second SVB Credit Agreement | Spruce Power
Debt Instrument [Line Items]
Principal balance		$ 60,043
Secured Debt | Second SVB Credit Agreement | London Interbank Offered Rate (LIBOR) | Spruce Power
Debt Instrument [Line Items]
Applicable margin for first three years		2.30%
Applicable margin for third anniversary through sixth anniversary		2.425%
Applicable margin starting on sixth anniversary		2.55%
Secured Debt | KeyBank Credit Agreement | Spruce Power
Debt Instrument [Line Items]
Principal balance	$ 74,810
Secured Debt | KeyBank Credit Agreement | London Interbank Offered Rate (LIBOR) | Spruce Power
Debt Instrument [Line Items]
Applicable margin for first three years	3%
Margin from third anniversary to fifth anniversary	3.125%
Margin after year five	3.25%
Secured Debt | Second KeyBank Credit Agreement | KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC, and KWS Solar Term Parent 2 LLC | Spruce Power
Debt Instrument [Line Items]
Principal balance			$ 124,000
PIK loan commitment			8,000
PIK annual loan commitment reduction			$ 1,500
Secured Debt | A&R Second KeyBank Credit Agreement | KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC, and KWS Solar Term Parent 2 LLC | Spruce Power
Debt Instrument [Line Items]
Principal balance								$ 25,000
Interest rate								8.25%
Letter of Credit | A&R SVB Credit Agreement | Greenday Finance I, LLC, Volta MH Owner II, LLC, and Spruce Kismet, LLC | Spruce Power
Debt Instrument [Line Items]
Letter of credit outstanding									$ 2,890
Interest rate on letters of credit outstanding									2.25%
Interest on unused letter of credit amounts									0.50%
Letter of Credit | Second SVB Credit Agreement | Spruce Power
Debt Instrument [Line Items]
Letter of credit outstanding		$ 3,050
Letter of Credit | Second SVB Credit Agreement | Greenday Finance I, LLC, Volta MH Owner II, LLC, and Spruce Kismet, LLC | Spruce Power
Debt Instrument [Line Items]
Interest rate on letters of credit outstanding		2.30%
Interest on unused letter of credit amounts		0.50%
Letter of Credit | KeyBank Credit Agreement | Spruce Power
Debt Instrument [Line Items]
Letter of credit outstanding	$ 4,082
Interest rate on letters of credit outstanding	3%
Spruce Power
Debt Instrument [Line Items]
Fair value of long-term debt							$ 32,467
Fair value adjustment of amortization of long-term debt					$ 344	$ 344
Spruce Power | Secured Debt | A&R SVB Credit Agreement | Greenday Finance I, LLC, Volta MH Owner II, LLC, and Spruce Kismet, LLC
Debt Instrument [Line Items]
Interest rate as of period end					5.19%	5.19%
Spruce Power | Secured Debt | Second SVB Credit Agreement | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Interest rate as of period end					5.11%	5.11%
Spruce Power | Secured Debt | KeyBank Credit Agreement | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Interest rate as of period end		5.81%
Spruce Power | Letter of Credit | A&R SVB Credit Agreement | Greenday Finance I, LLC, Volta MH Owner II, LLC, and Spruce Kismet, LLC
Debt Instrument [Line Items]
Letter of credit facility, total borrowing capacity					$ 17,051	$ 17,051
Letter of credit outstanding					15,640	15,640
Letters of credit, amount drawn					0	0
Spruce Power | Letter of Credit | Second SVB Credit Agreement | Greenday Finance I, LLC, Volta MH Owner II, LLC, and Spruce Kismet, LLC
Debt Instrument [Line Items]
Letter of credit facility, total borrowing capacity					4,310	4,310
Letter of credit outstanding					3,345	3,345
Letters of credit, amount drawn					0	0
Spruce Power | Letter of Credit | KeyBank Credit Agreement
Debt Instrument [Line Items]
Letter of credit facility, total borrowing capacity					4,082	4,082
Letter of credit outstanding					4,082	4,082
Letters of credit, amount drawn					$ 0	$ 0

Long-Term Debt - Schedule of Ma

Long-Term Debt - Schedule of Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
2022 (excluding the nine months ended September 30, 2022)	$ 9,187
2023	25,329
2024	26,705
2025	27,288
2026	192,616
Thereafter	261,368
Total principal payments	542,493
Less: Current portion of long-term debt	(25,340)
Long-term debt, net of current portion	517,153
Less: Unamortized fair value adjustment	(32,123)
Long-term debt, net of current portion	485,030	$ 21
SVB Credit Agreement
Debt Instrument [Line Items]
2022 (excluding the nine months ended September 30, 2022)	6,286
2023	15,476
2024	16,660
2025	17,465
2026	183,317
Thereafter	0
Total principal payments	239,204
Less: Current portion of long-term debt	(15,476)
Long-term debt, net of current portion	223,728
Second SVB Credit Agreement
Debt Instrument [Line Items]
2022 (excluding the nine months ended September 30, 2022)	1,356
2023	5,261
2024	5,423
2025	5,585
2026	5,142
Thereafter	48,903
Total principal payments	71,670
Less: Current portion of long-term debt	(5,261)
Long-term debt, net of current portion	66,409
KeyBank Credit Agreement
Debt Instrument [Line Items]
2022 (excluding the nine months ended September 30, 2022)	1,528
2023	4,586
2024	4,622
2025	4,238
2026	4,157
Thereafter	46,578
Total principal payments	65,709
Less: Current portion of long-term debt	(4,586)
Long-term debt, net of current portion	61,123
Second KeyBank Credit Agreement
Debt Instrument [Line Items]
2022 (excluding the nine months ended September 30, 2022)	0
2023	0
2024	0
2025	0
2026	0
Thereafter	165,887
Total principal payments	165,887
Less: Current portion of long-term debt	0
Long-term debt, net of current portion	165,887
Vehicle Financing
Debt Instrument [Line Items]
2022 (excluding the nine months ended September 30, 2022)	17
2023	6
2024	0
2025	0
2026	0
Thereafter	0
Total principal payments	23
Less: Current portion of long-term debt	(17)
Long-term debt, net of current portion	$ 6

Long-Term Debt - New Markets Ta

Long-Term Debt - New Markets Tax Credit Financing (Details) $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 14, 2022 USD ($)	Mar. 04, 2015 USD ($) segment	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2022 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of low-income community investment loans | segment		2
Loan amount		$ 10,454
Unamortized debt issuance costs			$ 0		$ 0		$ 20
Loans receivable							10,500
Loan payable							$ 15,000
Amortized debt issuance costs			$ 0	$ 18	$ 0	$ 36
Note receivable	$ 15,000
Payment of the notes receivable	$ 10,500
Unamortized debt issuance costs								$ 4,527
X L Hybrid Quincy L L C
Schedule of Equity Method Investments [Line Items]
Ownership interest rate, percentage		1.15%
Investment Funds
Schedule of Equity Method Investments [Line Items]
Federal income taxes		$ 6,455
Federal income taxes, percentage		1.51%
State income taxes		$ 3,999
State income taxes, percentage		1.53%
Equity investment amount		$ 4,995
Principal payments term		7 years
Loaned combined funds		$ 15,000
Unamortized debt issuance costs		$ 546

ROU Assets and Lease Liabilit_3

ROU Assets and Lease Liabilities - Schedule of office space and R&D and manufacturing facilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating leases:
Right-of-use assets	$ 7,635	$ 4,564
Lease liability, current	1,462	900
Lease liability, non-current	7,003	3,599
Office Space and R&D and Manufacturing Facilities
Operating leases:
Right-of-use assets	7,284	3,443
Lease liability, current	1,314	451
Lease liability, non-current	6,874	3,056
Finance leases:
Right-of-use assets	351	1,121
Lease liability, current	148	449
Lease liability, non-current	$ 129	$ 543

ROU Assets and Lease Liabilit_4

ROU Assets and Lease Liabilities - Schedule of other information related to leases (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) month	Sep. 30, 2021 USD ($) mo
Other information:
Operating lease cost	$ 264	$ 222	$ 799	$ 617
Operating cash flows from operating leases	$ 205	$ 213	$ 643	$ 561
Weighted-average remaining lease term – operating leases (in months)			80.1	86.8
Weighted-average discount rate – operating leases	8.20%	9.60%	8.20%	9.60%

ROU Assets and Lease Liabilit_5

ROU Assets and Lease Liabilities - Schedule of annual minimum lease payments of our operating lease liabilities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
2022 (excluding the nine months ended September 30, 2022)	$ 405
2023	1,823
2024	1,760
2025	1,689
2026	1,559
Thereafter	2,673
Total future minimum lease payments, undiscounted	9,909
Less: imputed interest	1,722
Present value of future minimum lease payments	$ 8,187

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of fair values private warrants were valued using a Black-Scholes model (Details)	Sep. 30, 2022 $ / shares year	Dec. 31, 2021 year $ / shares
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, risk-free interest rate, expected volatility	0.0423	0.0111
Remaining term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, risk-free interest rate, expected volatility | year	3.22	3.98
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, risk-free interest rate, expected volatility	0.785	0.888
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, risk-free interest rate, expected volatility	11.50	11.50
Fair value of common stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, risk-free interest rate, expected volatility	0.89	3.31

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of assets and liabilities which are measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Liability:
Private Warrants	$ 259	$ 5,404
Contingent consideration – Quantum		1,950
Earnout – World Energy		1,000
Fair value of obligation to issue shares of common stock to sellers of World Energy	143	541
Total	402	8,895
Interest Rate Swap
Assets
Interest rate swaps	35,230
Level I
Liability:
Private Warrants	0	0
Contingent consideration – Quantum		0
Earnout – World Energy		0
Fair value of obligation to issue shares of common stock to sellers of World Energy	0	0
Total	0	0
Level I | Interest Rate Swap
Assets
Interest rate swaps	0
Level II
Liability:
Private Warrants	0	0
Contingent consideration – Quantum		0
Earnout – World Energy		0
Fair value of obligation to issue shares of common stock to sellers of World Energy	0	0
Total	0	0
Level II | Interest Rate Swap
Assets
Interest rate swaps	35,230
Level III
Liability:
Private Warrants	259	5,404
Contingent consideration – Quantum		1,950
Earnout – World Energy		1,000
Fair value of obligation to issue shares of common stock to sellers of World Energy	143	541
Total	402	$ 8,895
Level III | Interest Rate Swap
Assets
Interest rate swaps	$ 0

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of roll forward of the Company's Level 3 instruments (Details) - Level III $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Assets
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 8,895
Ending balance	402
Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value adjustment - Quantum contingent consideration	(145)
Cash settlement of Quantum liability	(950)
Share settlement of Quantum liability	(186)
Cash settlement of World Energy liability	(1,000)
Fair value adjustments – Warrant liability	(5,146)
Fair value adjustments – World Energy	(397)
Adjustment - Quantum liability	$ (669)

Share-Based Compensation Expe_3

Share-Based Compensation Expense - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Sep. 09, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Expense (Details) [Line Items]
Share-based compensation expense		$ 2,651	$ 1,194	$ 4,113	$ 2,390
Unrecognized compensation cost		15,618		15,618
Aggregate intrinsic value of stock options outstanding		3,505		3,505
Aggregate intrinsic value of stock options exercisable		$ 3,381		3,381
Proceeds from exercise of stock options				$ 534	$ 32
Percentage vesting in increments certified by Plan administrator	10%
Expected dividend yield				0%	0%
Restricted Stock Units
Share-Based Compensation Expense (Details) [Line Items]
Granted (in shares)				10,732,372
Restricted Stock Units | Director
Share-Based Compensation Expense (Details) [Line Items]
Vesting period				4 years
Ladder RSUs
Share-Based Compensation Expense (Details) [Line Items]
Expiration period of grant	10 years
Grant date stock price (in dollars per share)	$ 1.17
Expected volatility	85%
Risk-free interest rate	3.30%
Expected dividend yield	0%
Ladder RSUs | President
Share-Based Compensation Expense (Details) [Line Items]
Granted (in shares)	1,666,666
Expiration period of grant	10 years
Stock options
Share-Based Compensation Expense (Details) [Line Items]
Period of recognition for share-based compensation expense				3 years 4 months 24 days
Vesting period				4 years
Minimum | Stock options
Share-Based Compensation Expense (Details) [Line Items]
Vesting period				1 year
Maximum | Stock options
Share-Based Compensation Expense (Details) [Line Items]
Vesting period				4 years

Share-Based Compensation Expe_4

Share-Based Compensation Expense - Schedule of stock option award activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Shares
Outstanding, beginning balance (in shares) | shares	9,737,292
Granted (in shares) | shares	22,304
Exercised (in shares) | shares	(2,191,397)
Cancelled or forfeited (in shares) | shares	(948,461)
Outstanding, ending balance (in shares) | shares	6,619,738
Exercisable (in shares) | shares	5,578,246
Weighted Average Exercise Price
Outstanding, beginning balance (in usd per share) | $ / shares	$ 1.40
Granted (in usd per share) | $ / shares	1.97
Exercised (in usd per share) | $ / shares	0.24
Cancelled or forfeited (in usd per share) | $ / shares	3.87
Outstanding, ending balance (in usd per share) | $ / shares	1.37
Exercisable (in usd per share) | $ / shares	$ 0.73
Weighted Average Remaining Contractual Term, Beginning balance	7 years 2 months 12 days
Weighted Average Remaining Contractual Term, Ending balance	6 years 10 months 24 days
Weighted Average Remaining Contractual Term, Exercisable	6 years 7 months 6 days

Share-Based Compensation Expe_5

Share-Based Compensation Expense - Schedule of restricted stock awards and restricted stock units (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Restricted Stock Awards
Number of Shares
Non-vested, beginning of period (in shares) | shares	446,332
Granted (in shares) | shares	0
Vested (in shares) | shares	0
Cancelled or forfeited (in shares) | shares	0
Non-vested, end of period (in shares) | shares	446,332
Weighted Average Grant Date Fair Value Per Share
Non-vested, beginning of period (in dollars per share) | $ / shares	$ 0.24
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	0
Cancelled or forfeited (in dollars per share) | $ / shares	0
Non-vested, ending of period (in dollars per share) | $ / shares	$ 0.24
Restricted Stock Units
Number of Shares
Non-vested, beginning of period (in shares) | shares	604,433
Granted (in shares) | shares	10,732,372
Vested (in shares) | shares	(1,023,489)
Cancelled or forfeited (in shares) | shares	(269,464)
Non-vested, end of period (in shares) | shares	10,043,852
Weighted Average Grant Date Fair Value Per Share
Non-vested, beginning of period (in dollars per share) | $ / shares	$ 6.06
Granted (in dollars per share) | $ / shares	1.31
Vested (in dollars per share) | $ / shares	1.73
Cancelled or forfeited (in dollars per share) | $ / shares	6.28
Non-vested, ending of period (in dollars per share) | $ / shares	$ 1.46

Share-Based Compensation Expe_6

Share-Based Compensation Expense - Ladder RSUs (Details)	Sep. 09, 2022 $ / shares
Stock Price Tranche $3.23
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 3.23
Fair Value (in dollars per share)	$ 1.11
Derived Service Period (in years)	1 year 8 months 19 days
Stock Price Tranche $5.37
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 5.37
Fair Value (in dollars per share)	$ 1.06
Derived Service Period (in years)	2 years 8 months 15 days
Stock Price Tranche $7.50
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 7.5
Fair Value (in dollars per share)	$ 1.03
Derived Service Period (in years)	3 years 3 months 18 days
Stock Price Tranche $9.64
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 9.64
Fair Value (in dollars per share)	$ 0.99
Derived Service Period (in years)	3 years 8 months 12 days
Stock Price Tranche $11.77
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 11.77
Fair Value (in dollars per share)	$ 0.97
Derived Service Period (in years)	4 years 1 month 9 days
Stock Price Tranche $13.91
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 13.91
Fair Value (in dollars per share)	$ 0.94
Derived Service Period (in years)	4 years 5 months 1 day
Stock Price Tranche $16.04
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 16.04
Fair Value (in dollars per share)	$ 0.91
Derived Service Period (in years)	4 years 7 months 20 days
Stock Price Tranche $18.18
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 18.18
Fair Value (in dollars per share)	$ 0.89
Derived Service Period (in years)	4 years 9 months 10 days
Stock Price Tranche $20.31
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 20.31
Fair Value (in dollars per share)	$ 0.87
Derived Service Period (in years)	5 years
Stock Price Tranche $22.45
Share-Based Compensation Expense (Details) [Line Items]
Stock Price Tranche (in dollars per share)	$ 22.45
Fair Value (in dollars per share)	$ 0.85
Derived Service Period (in years)	5 years 1 month 6 days

Interest Rate Swaps - Narrative

Interest Rate Swaps - Narrative (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2022 USD ($)	Dec. 31, 2020 segment financialInstitution	Dec. 31, 2019 segment financialInstitution
Derivative [Line Items]
Percent of floating rate term loans covered	97%
Spruce Power
Derivative [Line Items]
Number of interest rate derivatives held | segment			8
Number of financial institutions | financialInstitution		2	4
Number of additional interest rate derivatives added | segment		6
Interest Rate Swap
Derivative [Line Items]
Change in fair value of interest rate swaps	$ 8,759
Interest Rate Swap | Interest Expense
Derivative [Line Items]
Realized gains on interest rate swaps	227
Interest Rate Swap | Other Operating Income (Expense)
Derivative [Line Items]
Unrealized gains	$ 8,533

Interest Rate Swaps - Outstandi

Interest Rate Swaps - Outstanding Swaps (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Derivative [Line Items]
Notional Amount	$ 365,075
Total Fair Value Asset (Liability)	35,230
1
Derivative [Line Items]
Notional Amount	$ 13,861
Fixed Rate	0.95%
Total Fair Value Asset (Liability)	$ 1,709
2
Derivative [Line Items]
Notional Amount	$ 13,861
Fixed Rate	0.95%
Total Fair Value Asset (Liability)	$ 1,695
3
Derivative [Line Items]
Notional Amount	$ 13,861
Fixed Rate	0.95%
Total Fair Value Asset (Liability)	$ 1,709
4
Derivative [Line Items]
Notional Amount	$ 4,787
Fixed Rate	1.78%
Total Fair Value Asset (Liability)	$ 456
5
Derivative [Line Items]
Notional Amount	$ 8,377
Fixed Rate	1.79%
Total Fair Value Asset (Liability)	$ 793
6
Derivative [Line Items]
Notional Amount	$ 8,377
Fixed Rate	1.79%
Total Fair Value Asset (Liability)	$ 793
7
Derivative [Line Items]
Notional Amount	$ 8,377
Fixed Rate	1.79%
Total Fair Value Asset (Liability)	$ 787
8
Derivative [Line Items]
Notional Amount	$ 45,371
Fixed Rate	2.56%
Total Fair Value Asset (Liability)	$ 2,797
9
Derivative [Line Items]
Notional Amount	$ 45,371
Fixed Rate	2.56%
Total Fair Value Asset (Liability)	$ 2,819
10
Derivative [Line Items]
Notional Amount	$ 25,927
Fixed Rate	2.54%
Total Fair Value Asset (Liability)	$ 1,637
11
Derivative [Line Items]
Notional Amount	$ 45,372
Fixed Rate	2.56%
Total Fair Value Asset (Liability)	$ 2,821
12
Derivative [Line Items]
Notional Amount	$ 31,665
Fixed Rate	0.90%
Total Fair Value Asset (Liability)	$ 4,637
13
Derivative [Line Items]
Notional Amount	$ 31,665
Fixed Rate	0.90%
Total Fair Value Asset (Liability)	$ 4,683
14
Derivative [Line Items]
Notional Amount	$ 18,766
Fixed Rate	2.83%
Total Fair Value Asset (Liability)	$ 741
15
Derivative [Line Items]
Notional Amount	$ 49,437
Fixed Rate	0.40%
Total Fair Value Asset (Liability)	$ 7,153

Noncontrolling Interests (Detai

Noncontrolling Interests (Details) - USD ($) $ in Thousands		9 Months Ended
	Nov. 09, 2022	Sep. 30, 2022
Ampere Solar Owner IV, RPV Fund 13, LLC and Level Solar Fund III, LLC | Subsequent Event [Member] | Forecast
Noncontrolling Interest [Line Items]
Expected cash payments for membership interests	$ 4,604
Common Class A
Noncontrolling Interest [Line Items]
Allocation percentage of taxable income from inception to flip date		99%
Allocation percentage of taxable income after flip date		5%
Common Class B
Noncontrolling Interest [Line Items]
Allocation percentage of taxable income from inception to flip date		1%

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transactions [Abstract]
Rent expense	$ 19	$ 58	$ 139	$ 171

Restructuring (Details)

Restructuring (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($) segment
Restructuring and Related Activities [Abstract]
Number of employees | segment		51
Restructuring charges		$ 2,358
Incurred severance charges to date		840
Payments made for restructuring	$ 67	725
Inventory obsolescence charge included in costs of revenues	$ 193	$ 1,518

Commitments and Contingencies (

Commitments and Contingencies (Details)			1 Months Ended			3 Months Ended	9 Months Ended
	Jun. 25, 2021 USD ($)	Feb. 24, 2021 USD ($)	Mar. 31, 2022	Feb. 28, 2022 USD ($)	Mar. 31, 2021 USD ($) bus	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Oct. 19, 2021 lawsuit	Mar. 08, 2021 lawsuit
Other Commitments [Line Items]
Incurred costs							$ 700,000
Term of sponsorship agreement		3 years
Sponsor fee		$ 500,000
Sponsor fee paid	$ 250,000
Sponsorship fee accrued								$ 250,000
Term of sponsorship agreement cancelled			2 years
Number of electric transit buses | bus					6
Buses, purchase price					$ 4,191,000
Down payment on contract					$ 780,000
Refund of down payment				$ 780,000
Ampere Solar Owner I, LLC | Spruce Power | Domestic Tax Authority | Internal Revenue Service (IRS)
Other Commitments [Line Items]
Proposed tax adjustment						$ 2,389,000
Estimated possible loss						2,300,000
Accrued taxes for recapture event						0	$ 0
Maximum | Spruce Power
Other Commitments [Line Items]
Sale of SERCs, term of certificates (up to)							20 years
Director
Other Commitments [Line Items]
Number of directors | segment							1
New York
Other Commitments [Line Items]
Number of class action complaints filed | lawsuit										2
Delaware
Other Commitments [Line Items]
Number of class action complaints filed | lawsuit									2
Motors
Other Commitments [Line Items]
Purchase commitments						2,533,000	$ 2,533,000
Batteries
Other Commitments [Line Items]
Purchase commitments						2,500,000	2,500,000
Chip Sensitive Items
Other Commitments [Line Items]
Purchase commitments						$ 343,000	$ 343,000

Leadership Transition (Details)

Leadership Transition (Details) - President and Director $ in Thousands	Mar. 21, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Lump sum separation pay	$ 479,375
Months of COBRA	9 months

Net (Loss) Income Per Share - S

Net (Loss) Income Per Share - Schedule of numerator and denominator used to calculate basic earnings per share and diluted earnings per share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net (loss) income attributable to XL Fleet - basic	$ (22,005,000)	$ (7,531,000)	$ (50,780,000)	$ 43,914,000
Denominator:
Weighted average shares outstanding, basic (in shares)	142,895,483	139,392,170	142,142,971	138,082,355
Dilutive effect of options, warrants, and restricted stock units (in shares)	$ 0	$ 0	$ 0	$ 10,386,753
Weighted average shares outstanding, diluted (in shares)	142,895,483	139,392,170	142,142,971	148,469,108
Net (loss) income attributable to XL Fleet per share, basic (in dollars per share)	$ (0.15)	$ (0.05)	$ (0.36)	$ 0.32
Net (loss) income attributable to XL Fleet per share, diluted (in dollars per share)	$ (0.15)	$ (0.05)	$ (0.36)	$ 0.30

Net (Loss) Income Per Share -_2

Net (Loss) Income Per Share - Schedule of number of shares underlying outstanding dilutive securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive securities (in shares)	20,903,040	15,770,336	20,903,040	4,406,499
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive securities (in shares)	6,619,738	11,059,155	6,619,738	173,166
Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive securities (in shares)	4,233,333	4,233,333	4,233,333	4,233,333
XL Legacy Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive securities (in shares)	6,117	6,117	6,117	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive securities (in shares)	10,043,852	471,731	10,043,852	0

Retirement Plan (Details)

Retirement Plan (Details)	9 Months Ended
	Sep. 30, 2022
Retirement Plan (Details) [Line Items]
Automatic enrollment deferral rate	3%
Employer initial match of gross pay	100%
Initial percentage of gross pay	3%
Employer match on additional gross pay	50%
Addition percentage of gross pay	2%
Vesting percentage of safe harbor deferrals	100%
Employer match on additional gross pay	3%
Spruce Power
Retirement Plan (Details) [Line Items]
Initial percentage of gross pay	3%
Minimum
Retirement Plan (Details) [Line Items]
Annual contribution rate	1%
Minimum | World Energy, LLC
Retirement Plan (Details) [Line Items]
Annual contribution rate	1%
Minimum | Spruce Power
Retirement Plan (Details) [Line Items]
Annual contribution rate	1%
Maximum
Retirement Plan (Details) [Line Items]
Annual contribution rate	90%
Maximum | World Energy, LLC
Retirement Plan (Details) [Line Items]
Annual contribution rate	100%
Maximum | Spruce Power
Retirement Plan (Details) [Line Items]
Annual contribution rate	80%

Segment Reporting (Details)

Segment Reporting (Details) $ in Thousands	1 Months Ended		3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($)	Dec. 31, 2021 segment	Sep. 30, 2022 USD ($) segment	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Number of operating segments | segment		2	3			3		1
Revenues			$ 8,360		$ 3,200	$ 16,133	$ 7,569
Operating Loss			(28,008)		(15,269)	(66,334)	(38,024)
Restructuring charges				$ 2,358
Impairment of goodwill			0	8,606	0	8,606	0
XL Grid
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues			2,422		2,645	8,789	5,057
Residential Solar
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues	$ 5,080		5,080		0	5,080	0
Operating Segments | Drivetrain
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues			858		555	2,264	2,512
Operating Loss			(3,614)		(4,857)	(12,923)	(12,368)
Operating Segments | Drivetrain | Inventory Valuation and Obsolescence
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Restructuring charges						1,711
Operating Segments | Drivetrain | Employee Severance
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Restructuring charges				$ 840
Operating Segments | XL Grid
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues			2,422		2,645	8,789	5,057
Operating Loss			(484)		(1,648)	(3,378)	(2,137)
Operating Segments | Residential Solar
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues			5,080		0	5,080	0
Operating Loss			(1,190)		0	(1,190)	0
Corporate
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating Loss			$ (22,720)		$ (8,764)	(48,843)	$ (23,519)
Impairment of goodwill						$ 8,606