Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 02, 2023 | |
Cover [Abstract] | ||
Document type | 10-Q | |
Document quarterly report | true | |
Document period end date | Jun. 30, 2023 | |
Document transition report | false | |
Entity file number | 001-38971 | |
Entity registrant name | Spruce Power Holding Corporation | |
Entity incorporation, state or country code | DE | |
Entity tax identification number | 83-4109918 | |
Entity address, address line one | 1875 Lawrence Street, Suite 320 | |
Entity address, city or town | Denver | |
Entity address, state or province | CO | |
Entity address, postal zip code | 80202 | |
City area code | (866) | |
Local phone number | 903-2399 | |
Title of 12(b) security | Shares of common stock, $0.0001 par value | |
Trading symbol | SPRU | |
Security exchange name | NYSE | |
Entity current reporting status | Yes | |
Entity interactive data current | Yes | |
Entity filer category | Non-accelerated Filer | |
Entity small business | true | |
Entity emerging growth company | false | |
Entity shell company | false | |
Entity common stock, shares outstanding | 147,225,403 | |
Entity central index key | 0001772720 | |
Current fiscal year end date | --12-31 | |
Document fiscal period focus | Q2 | |
Document fiscal year focus | 2023 | |
Amendment flag | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 162,749 | $ 220,321 |
Restricted cash | 29,361 | 19,823 |
Accounts receivable, net of allowance of $11.3 million and $12.2 million as of June 30, 2023 and December 31, 2022, respectively | 13,565 | 8,336 |
Interest rate swap assets, current | 13,558 | 10,183 |
Prepaid expenses and other current assets | 8,062 | 5,316 |
Current assets of discontinued operations | 0 | 10,977 |
Total current assets | 227,295 | 274,956 |
Investment related to SEMTH master lease agreement | 146,627 | 0 |
Property and equipment, net | 475,688 | 396,168 |
Interest rate swap assets, non-current | 21,900 | 22,069 |
Intangible assets, net | 10,553 | 0 |
Deferred rent assets | 1,585 | 1,626 |
Right-of-use assets, net | 4,499 | 2,802 |
Goodwill | 28,757 | 128,548 |
Other assets | 254 | 383 |
Long-term assets of discontinued operations | 37 | 0 |
Total assets | 917,195 | 826,552 |
Current liabilities: | ||
Accounts payable | 3,291 | 2,904 |
Current portion of long-term debt | 25,971 | 25,314 |
Accrued expenses and other current liabilities | 19,521 | 21,509 |
Deferred revenue, current | 86 | 39 |
Lease liability, current | 706 | 834 |
Current liabilities of discontinued operations | 0 | 9,097 |
Total current liabilities | 49,575 | 59,697 |
Long-term debt, net of current portion | 587,393 | 474,441 |
Deferred revenue, non-current | 887 | 452 |
Lease liability, non-current | 4,582 | 2,426 |
Warrant liabilities | 109 | 256 |
Unfavorable solar renewable energy agreements, net | 8,278 | 0 |
Other long-term liabilities | 15 | 10 |
Long-term liabilities of discontinued operations | 191 | 294 |
Total liabilities | 651,030 | 537,576 |
Commitments and contingencies (Note 15) | ||
Redeemable noncontrolling interests | 199 | 85 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 350,000,000 shares authorized at June 30, 2023 and December 31, 2022; 150,143,890 and 148,279,717 shares issued and outstanding at June 30, 2023, respectively, and 144,375,226 issued and outstanding at December 31, 2022 | 14 | 14 |
Additional paid-in capital | 473,538 | 473,277 |
Noncontrolling interests | 2,415 | 8,942 |
Accumulated deficit | (208,387) | (193,342) |
Treasury stock at cost, 1,864,173 shares and 0 at June 30, 2023 and December 31, 2022, respectively | (1,614) | 0 |
Total stockholders’ equity | 265,966 | 288,891 |
Total liabilities, redeemable noncontrolling interests and stockholders’ equity | $ 917,195 | $ 826,552 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, current | $ 11.3 | $ 12.2 |
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) | 150,143,890 | 144,375,226 |
Common stock, outstanding (in shares) | 148,279,717 | 144,375,226 |
Treasury stock, common, (in shares) | 1,864,173 | 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 22,813 | $ 0 | $ 40,908 | $ 0 |
Operating expenses: | ||||
Cost of revenues | 8,594 | 0 | 16,447 | 0 |
Selling, general, and administrative expenses | 15,985 | 9,782 | 31,702 | 17,516 |
Total operating expenses | 24,579 | 9,782 | 48,149 | 17,516 |
Loss from operations | (1,766) | (9,782) | (7,241) | (17,516) |
Other (income) expense: | ||||
Interest expense, net | 7,216 | 7 | 14,032 | 19 |
Gain on extinguishment of debt | 0 | 0 | 0 | (4,527) |
Gain on disposal of assets | (794) | 0 | (3,452) | 0 |
Change in fair value of obligation to issue shares of common stock to sellers of World Energy | 0 | (137) | 0 | (498) |
Change in fair value of warrant liabilities | (33) | (1,783) | (148) | (4,500) |
Change in fair value of interest rate swaps | (9,190) | 0 | (3,602) | 0 |
Other income, net | (752) | (22) | (880) | (29) |
Net income (loss) from continuing operations | 1,787 | (7,847) | (13,191) | (7,981) |
Net loss from discontinued operations (including loss on disposal of $(3,083) for the six months ended June 30, 2023) | (183) | (4,851) | (4,049) | (20,794) |
Net income (loss) | 1,604 | (12,698) | (17,240) | (28,775) |
Less: Net loss attributable to redeemable noncontrolling interests and noncontrolling interests | (1,461) | 0 | (910) | 0 |
Net income (loss) attributable to stockholders | $ 3,065 | $ (12,698) | $ (16,330) | $ (28,775) |
Net loss attributable to stockholders per share, basic (in dollars per share) | $ 0.02 | $ (0.09) | $ (0.11) | $ (0.20) |
Net loss attributable to stockholders per share, diluted (in dollars per share) | 0.02 | (0.09) | (0.11) | (0.20) |
Net loss from discontinued operations - basic (in dollars per share) | 0 | (0.03) | (0.03) | (0.15) |
Net loss from discontinued operations - diluted (in dollars per share) | $ 0 | $ (0.03) | $ (0.03) | $ (0.15) |
Weighted-average shares outstanding, basic (in shares) | 148,894,058 | 142,247,590 | 147,687,578 | 141,760,478 |
Weighted-average shares outstanding, diluted (in shares) | 161,606,658 | 142,247,590 | 147,687,578 | 141,760,478 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Income Statement [Abstract] | |
Net loss from discontinued operation | $ (3,083) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Revision of Prior Period, Adjustment | Impact of ASC 326 adoption | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Revision of Prior Period, Adjustment | Non controlling Interests | Non controlling Interests Revision of Prior Period, Adjustment | Accumulated Deficit | Accumulated Deficit Impact of ASC 326 adoption | Treasury Stock |
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||
Ending balance at Mar. 31, 2022 | 0 | ||||||||||
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 | ||||||||||
Stock-based compensation expense | 381 | 381 | |||||||||
Net income (loss) | $ (16,077) | (16,077) | |||||||||
Issuance of shares as contingent consideration relating to Quantum business acquisition (in shares) | 100,000 | ||||||||||
Issuance of shares as contingent consideration relating to Quantum business acquisition | $ 186 | 186 | |||||||||
Balance (in shares) at Mar. 31, 2022 | 141,955,196 | ||||||||||
Balance at Mar. 31, 2022 | 346,558 | $ 14 | 462,032 | 0 | (115,488) | ||||||
Ending balance at Jun. 30, 2022 | 0 | ||||||||||
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) | ||||||
Beginning balance at Dec. 31, 2022 | 85 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Fair value adjustment for Spruce Acquisition | 240 | ||||||||||
Capital distributions to noncontrolling interests | (108) | ||||||||||
Net income | (39) | ||||||||||
Ending balance at Mar. 31, 2023 | 178 | ||||||||||
Balance (in shares) at Dec. 31, 2022 | 144,375,226 | ||||||||||
Balance at Dec. 31, 2022 | 288,891 | $ 1,285 | $ 14 | 473,277 | 8,942 | (193,342) | $ 1,285 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Fair value adjustment for Spruce Acquisition | $ (7,303) | $ (1,813) | $ (5,490) | ||||||||
Exercise of stock options (in shares) | 1,081,679 | ||||||||||
Exercise of stock options | 283 | 283 | |||||||||
Issuance of restricted stock (in shares) | 2,731,919 | ||||||||||
Issuance of common stock (in shares) | 206,546 | ||||||||||
Issuance of common stock | 150 | 150 | |||||||||
Capital distributions to noncontrolling interests | (88) | (88) | |||||||||
Stock-based compensation expense | 796 | 796 | |||||||||
Net income (loss) | (18,805) | 590 | (19,395) | ||||||||
Balance (in shares) at Mar. 31, 2023 | 148,395,370 | ||||||||||
Balance at Mar. 31, 2023 | 265,209 | $ 14 | 472,693 | 3,954 | (211,452) | 0 | |||||
Beginning balance at Dec. 31, 2022 | 85 | ||||||||||
Ending balance at Jun. 30, 2023 | 199 | ||||||||||
Balance (in shares) at Dec. 31, 2022 | 144,375,226 | ||||||||||
Balance at Dec. 31, 2022 | 288,891 | $ 1,285 | $ 14 | 473,277 | 8,942 | (193,342) | $ 1,285 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share repurchases | (1,600) | ||||||||||
Balance (in shares) at Jun. 30, 2023 | 150,143,890 | ||||||||||
Balance at Jun. 30, 2023 | 265,966 | $ 14 | 473,538 | 2,415 | (208,387) | (1,614) | |||||
Beginning balance at Mar. 31, 2023 | 178 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Net income | 21 | ||||||||||
Ending balance at Jun. 30, 2023 | 199 | ||||||||||
Balance (in shares) at Mar. 31, 2023 | 148,395,370 | ||||||||||
Balance at Mar. 31, 2023 | 265,209 | $ 14 | 472,693 | 3,954 | (211,452) | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of stock options (in shares) | 893,093 | ||||||||||
Exercise of stock options | 252 | 252 | |||||||||
Issuance of restricted stock (in shares) | 855,427 | ||||||||||
Capital distributions to noncontrolling interests | (57) | (57) | |||||||||
Share repurchases | (1,614) | (1,614) | |||||||||
Stock-based compensation expense | 593 | 593 | |||||||||
Net income (loss) | 1,583 | (1,482) | 3,065 | ||||||||
Balance (in shares) at Jun. 30, 2023 | 150,143,890 | ||||||||||
Balance at Jun. 30, 2023 | $ 265,966 | $ 14 | $ 473,538 | $ 2,415 | $ (208,387) | $ (1,614) |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net loss | $ (17,240) | $ (28,775) |
Add back: Net loss from discontinued operations | 4,049 | 20,794 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,389 | 1,462 |
Bad debt expense | 1,104 | 0 |
Depreciation and amortization expense | 10,890 | 1,204 |
Impairment expense | 73 | 0 |
Change in fair value of obligation to issue shares of common stock | 0 | (498) |
Change in fair value of interest rate swaps | (3,602) | 0 |
Change in fair value of warrant liabilities | (148) | (4,500) |
Interest income related to SEMTH master lease agreement | (1,394) | 0 |
Gain on extinguishment of debt | 0 | (4,527) |
Gain on disposal of assets | (3,452) | 0 |
Loss on disposal of World Energy | 3,083 | 0 |
Change in operating right-of-use assets | (18) | 0 |
Amortization of debt discount | 2,914 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (5,240) | 0 |
Deferred rent assets | 41 | 0 |
Prepaid expenses and other current assets | (584) | (659) |
Other assets | 126 | 0 |
Accounts payable | 387 | (3,565) |
Accrued expenses and other current liabilities | (5,898) | (3,268) |
Deferred revenue | 482 | 0 |
Net cash used in continuing operating activities | (13,030) | (22,332) |
Net cash used in discontinued operating activities | (5,241) | (7,940) |
Investing activities: | ||
Proceeds from sale of solar energy systems | 3,631 | 0 |
Proceeds from investment related to SEMTH master lease agreement | 5,290 | 0 |
Cash paid to acquire SEMTH assets, net of cash acquired | (23,360) | 0 |
Purchases of other property and equipment | (124) | 0 |
Net cash used in continuing investing activities | (14,563) | 0 |
Net cash provided by discontinued investing activities | 325 | 744 |
Financing activities: | ||
Repayments of long-term debt | (14,305) | 0 |
Repayments under financing leases | (21) | (28) |
Proceeds from issuance of common stock | 150 | 0 |
Proceeds from exercise of stock options | 535 | 433 |
Remittance of statutory withholding on stock-based payment awards | (17) | 0 |
Share repurchases | (1,614) | 0 |
Capital distributions to redeemable noncontrolling interests and noncontrolling interests | (253) | 0 |
Net cash (used in) provided by continuing financing activities | (15,525) | 405 |
Net cash used in discontinued financing activities | 0 | (182) |
Net change in cash and cash equivalents and restricted cash: | (48,034) | (29,305) |
Cash and cash equivalents and restricted cash, beginning of period | 240,144 | 351,826 |
Cash and cash equivalents and restricted cash, end of period | 192,110 | 322,521 |
Supplemental disclosure of cash flow information: | ||
Interest expense paid | 15,980 | 35 |
Supplemental disclosures of noncash investing and financing information: | ||
Right-of-use assets obtained in exchange for lease liability | 0 | 1,815 |
Settlement of operating lease liability | 1,170 | 474 |
Settlement of contingent liability through issuance of shares | $ 0 | $ 186 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Description of Business: Spruce Power Holding Corporation (formerly known as XL Fleet Corp.) and its subsidiaries ("Spruce Power" or the “Company”) is a leading owner and operator of distributed solar energy assets across the United States, offering subscription-based services to approximately 72,000 home solar assets and contracts, making renewable energy more accessible to everyone. The Company generates revenues primarily through (i) the sale of electricity generated by its residential solar energy systems to homeowners pursuant to long-term agreements, which obligate the Company’s subscribers to make recurring monthly payments and (ii) the servicing of those agreements for other institutional owners of residential solar energy systems. The Company also generates cash flows and earns interest income from its investment made during the first quarter of 2023 under the master lease with SS Holdings 2017, LLC and its subsidiaries ("SEMTH"). The Company holds subsidiary fund companies, defined below as the Funds, that own and operate portfolios of residential solar energy systems, which 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 generated by the solar energy systems. The solar energy systems may qualify for subsidies, renewable energy credits and other incentives as provided by various states and local agencies. These benefits have generally been retained by the Company's subsidiaries that own the systems, with the exception of the investment tax credit under Section 48 of the Internal Revenue Code, which were generally passed through to the various financing partners of the solar energy systems. The Company engages in activities that result in energy efficiency, and also offers services which include asset management services and operating and maintenance services for residential solar energy systems. Discontinued Operations: Historically the Company had provided fleet electrification solutions for commercial vehicles in North America, offering its systems for vehicle electrification (the “Drivetrain” segment) 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). In the first quarter of 2022, the Company initiated a strategic review of its overall business operations which included assessing its offerings, strategy, processes and growth opportunities. As a result of the strategic review, in the first quarter of 2022, the Company made the following decisions relating to the restructuring of its Drivetrain business: (i) the elimination of a substantial majority of the Company’s hybrid drivetrain products; (ii) the elimination of its Plug-In Hybrid Electric Vehicles (“PHEV”) products; (iii) the reduction in the size of the Company’s workforce by approximately 50 employees; (iv) the closure of the Company’s production center and warehouse in Quincy, IL; (v) the closure of the Company’s engineering activities in its Boston office; and (vi) the termination of the Company’s partnership with eNow. Following the strategic review, the Company announced its decision to pursue transformational mergers and acquisition (“M&A”) opportunities, enabled by a significant cash balance resulting from the Company’s go-public transaction completed in December 2020. This included the implementation of a process to institutionalize the M&A effort, resulting in the formation of an investment committee comprised of senior members of the Company’s executive team and members of its Board of Directors. The objective of the investment committee was to continue the exploration of value-generative opportunities in the decarbonization and energy transition ecosystem, focused on three core requirements, (i) a business that is making an impact on decarbonization, (ii) a leader in an established, growing market segment, and (iii) a company that is generating positive EBITDA. As a result of these efforts, on September 9, 2022, 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, “Legacy Spruce Power”) (See Note 3. Business Combinations). Legacy Spruce Power was one of the largest privately held owner and operator of residential solar energy systems in the U.S. at the time of the transaction, with approximately 51,000 customer subscribers as of December 31, 2022. Spruce Power sells the power generated by solar energy systems to its residential homeowners pursuant to long-term agreements that require subscribers to make recurring monthly payments. With the completion of the acquisition of Legacy Spruce Power, the Company announced that it would analyze strategic alternatives related to its Drivetrain business. In December 2022, the Company announced that it was exiting its Drivetrain business and would be selling a portion of the business for an immaterial amount to Shyft Group USA (“Shyft”) which closed in January 2023. Shyft bought certain technical equipment and assumed the Company’s Wixom, Michigan facility and also offered employment to certain engineers and other sales personnel. Shyft also assumed completion of the Company’s pilot development agreement with the Department of Defense related to vehicle hybridization (with the Company retaining rights to potential future royalties from the program). In the fourth quarter of 2022, the Company also announced that it had sold certain battery inventory and its legacy hybrid technology to RMA Group, an automotive and equipment supplier in Southeast Asia. After the acquisition of Legacy Spruce Power, the Company also began reviewing the operations of its XL Grid business, to evaluate its strategic fit with Legacy Spruce Power. In the fourth quarter of 2022, the Company entered into a non-binding letter of intent for the sale of World Energy Efficiency Services, LLC (“World Energy”) for an immaterial amount. The divestiture of World Energy closed in January 2023 and the Company subsequently ceased its XL Grid operations. Both the Drivetrain and XL Grid operations are presented as discontinued operations in the unaudited condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of unaudited condensed 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 8 of Regulation S-X. The Company has condensed or omitted certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP pursuant to the applicable rules and regulations of the SEC regarding interim financial reporting. As such, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2022 annual audited consolidated financial statements and accompanying notes included in its Annual Report. The Company’s interim unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary, in its opinion, to state fairly the financial position and results of operations for the reported periods. Amounts reported for interim periods may not be indicative of a full year period due to the Company’s continual growth, seasonal fluctuations in demand for power, timing of maintenance and other expenditures, changes in interest expense and other factors. The Company's accompanying unaudited condensed consolidated financial statements include the accounts of its wholly owned subsidiaries and variable interest entities, for which the Company is the primary beneficiary. All intercompany transactions have been eliminated in consolidation. 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, deferred income taxes, warranty reserves, valuation of share-based compensation, useful lives of certain assets and liabilities, the valuation of redeemable noncontrolling interests and noncontrolling interests, the allowance for current expected credit losses, warrant liabilities, asset acquisition transactions and the valuation of business combinations, including the fair values and useful lives of acquired assets and assumed liabilities. 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 . Variable interest entities : 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. A variable interest holder is required 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 Volta Solar Owner II, LLC, ORE F4 HoldCo, LLC and Level Solar Fund IV 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. Redeemable Noncontrolling Interests and Noncontrolling Interests). Redeemable noncontrolling interests and 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. Factors used in the HLBV calculation include GAAP income (loss), taxable income (loss), capital contributions, investment tax credits, capital distributions and the stipulated targeted investor return specified in the subsidiaries' operating agreements. Changes in these factors could have a significant impact on the amounts that investors would receive upon a hypothetical liquidation. The Company classifies certain noncontrolling interests with redemption features that are not solely within the Company’s control outside of permanent equity in the unaudited condensed consolidated balance sheets. Redeemable noncontrolling interests are reported using the greater of the carrying value at each reporting date as determined by the HLBV method or the estimated redemption value at the end of each reporting period. Estimating the redemption value of the redeemable noncontrolling interests requires the use of significant assumptions and estimates, such as projected future cash flows. Concentration of credit risk: Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, such cash may be in excess of the FDIC limit. At June 30, 2023 and December 31, 2022, the Company had cash in excess of the $250,000 federally insured limit. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents as most of the balances are kept in treasury bills, which are government backed securities. Cash and cash equivalents: 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 June 30, 2023 and December 31, 2022 of $29.4 million and $19.8 million respectively, primarily consists of approximately $29.2 million and $19.7 million, respectively, 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 carrying amount reported in the unaudited condensed consolidated balance sheets for restricted cash approximates fair value. The following table provides a reconciliation of cash and cash equivalents and restricted cash reflected on the unaudited condensed consolidated balance sheets to the total amounts shown in the unaudited condensed consolidated statements of cash flows for the end of the periods: As of (Amounts in thousands) June 30, 2023 June 30, 2022 Cash and cash equivalents $ 162,749 $ 322,371 Restricted cash 29,361 150 Total cash, cash equivalents and restricted cash $ 192,110 $ 322,521 Accounts receivable, net: Accounts receivable primarily represent amounts due from the Company’s residential customers. Accounts receivable is recorded net of an allowance for expected credit losses, which is determined by the Company’s assessment of the collectability of customer accounts based on the best available data at the time of the assessment. Management reviews the allowance by considering factors such as historical experience, contractual term, aging category and current economic conditions that may affect customers. The following table presents the changes in the allowance for credit losses recorded against accounts receivable, net on the unaudited condensed consolidated balance sheets: As of (Amounts in thousands) June 30, 2023 December 31, 2022 Balance at beginning of period $ 12,164 $ 12,164 Impact of ASC 326 adoption (1,285) — Write-off of uncollectible accounts (661) Provision for current expected credit losses 1,104 — Balance at end of period $ 11,322 $ 12,164 Derivative instruments and hedging activities: The Company utilizes interest rate swaps to manage interest rate risk on existing and planned future debt issuances. The fair value of all derivative instruments are recognized as assets or liabilities at the balance sheet date on the unaudited condensed consolidated balance sheets. The fair value of the interest rate swaps are calculated by discounting the future net cash flows to the present value based on the terms and conditions of the agreements and the forward interest rate curves. As these inputs are based on observable data and valuations of similar instruments, the interest rate derivatives are primarily categorized as Level 2 in the fair value hierarchy. 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. Property and equipment, net: Property and equipment, net consists of solar energy systems and other property and equipment. Solar energy systems , net: Solar energy systems, net consists of residential solar energy systems which are subject to long-term customer agreements. Solar energy systems are recorded at their fair value upon acquisition. Subsequently, any impairment charges that may arise are recognized and the impairment loss reduces the carrying amount of the asset to its recoverable amount. 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 unaudited condensed consolidated balance sheets. Depreciation expense of solar energy systems for the three and six months ended June 30, 2023 was $5.6 million and $11.6 million respectively, and $0 for the three and six months ended June 30, 2022. 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 less accumulated depreciation. 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 Leasehold improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective asset, 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 unaudited condensed consolidated statements of operations as a component of other income, net. Depreciation expense of other property and equipment for the three and six months ended June 30, 2023 was $0.1 million for both periods, and for the three and six months ended June 30, 2022 was $0.2 million and $0.4 million, respectively. Intangible assets, net: The Company’s intangible assets include solar renewable energy credit agreements, performance based incentive agreements, and a trade name. The Company amortizes its intangible assets that have finite lives based on the pattern in which the economic benefit of the asset is expected to be utilized. The useful life of the Company’s intangible assets generally range between three years and 30 years. The useful life of intangible assets are assessed and assigned based on the facts and circumstances specific to the assets. The Company recognizes the amortization of (i) solar renewable energy agreements and performance based incentive agreements as a reduction to revenue and (ii) the trade name as amortization expense within selling, general and administrative expenses. Asset retirement obligations (“ARO”): Customer agreements only require that solar energy systems be removed if: (i) the customer has not renewed the customer agreement or exercised their purchase option and (ii) 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 energy cost savings. Therefore, the Company believes that the probability-weighted estimated removal costs are nominal and no ARO liability has been recorded. Business combinations: The Company accounts for the acquisition of a business using the acquisition method of accounting. Amounts paid to acquire a business are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. The Company engages third-party appraisal firms to assist in the fair value determination. The Company determines the fair value of purchase consideration, including contingent consideration, and acquired intangible assets based on valuations received from the appraisal firm that used information and assumptions provided by Management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The results of operations of acquired businesses are included in the Company's financial statements from the date of acquisition forward. Acquisition-related costs are expensed in periods in which the costs are incurred. Asset acquisitions: The Company accounts for assets acquired based on the consideration transferred by us, including direct and incremental transaction costs incurred by the Company as a result of the acquisition. An asset acquisition’s cost or the consideration transferred by us is assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash the Company paid to the seller, as well as transaction costs incurred by us. Consideration given in the form of nonmonetary assets, liabilities incurred or equity interests issued is measured based on either the cost to us or the fair value of the assets or net assets acquired, whichever is more clearly evident. The cost of an asset acquisition is allocated to the net assets acquired based on their estimated relative fair values. The Company engages third-party appraisal firms to assist in the fair value determination. Goodwill is not recognized in an asset acquisition. Impairment of long-lived asset s: The Company reviews long-lived assets, including solar energy systems, other 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 groups 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. There has been no impairment charge for the periods presented. 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, however it 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 on October 1 of 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 of 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 or income approach. Under the market approach method, the Company compares its book value to the fair value of its public float, utilizing the fair value of its common stock on the measurement date. The income approach of computing fair value is based on the present value of the expected future economic benefits generated by the asset or business, such as cash flows or profits which will then be compared to its book value. 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 $8.6 million to fully impair its goodwill for the six months ended June 30, 2022 which is reflected within net loss from discontinued operations in the unaudited condensed consolidated statements of operations (See Note 17. Discontinued Operations). There has been no impairment charge for the six months ended June 30, 2023. Warrant liabilities: As of June 30, 2023 and 2022, the Company had outstanding private warrants, which are related to the December 2020 merger and organization of legacy XL Hybrids Inc. (“XL Hybrids”) to become XL Fleet Corp. With the merger, the Company assumed private placement warrants to purchase 4,233,333 shares of common stock, with an exercise price of $11.50 per share (the "Private Warrants"). The Private Warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the Private Warrants meet the definition of a derivative, they were measured at fair value at inception and at each reporting date with changes in fair value recognized in the unaudited condensed consolidated statements of operations. The Private Warrants were valued using a Black-Scholes model, with significant inputs consisting of risk-free interest rate, remaining term, expected volatility, exercise price, and the Company’s stock price (See Note 10. Fair Value Measurements). Warranties: Customers who purchased the Company's Drivetrain systems were provided limited-assurance-type warranties for equipment and work performed under the contracts. The warranty period typically extends for three 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 offered by competitors. Customers of XL Grid were provided limited-assurance-type warranties for a term of one year for installation work performed under its contracts. The Company accrued 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 factors, estimated revisions to the estimated warranty liability will be required. The Company periodically assesses the adequacy of its recorded product warranty liabilities and adjusts the balances as required. Warranty expense is recorded as a component of discontinued operations in the unaudited condensed consolidated statement of operations. With the Company’s exit from the Drivetrain business and the subsequent sale of World Energy, the Company will not enter into any additional warranty obligations and expects the existing warranty obligation to substantially run-off over the next 18 months. The following is a rollforward of the Company’s accrued warranty liability: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Balance at the beginning of the period $ 627 $ 2,403 $ 1,125 $ 2,547 Accrual for warranties issued — 7 — 35 Transfer of inventory to servicers — — (498) — Accrual related to World Energy (25) — (25) — Warranty fulfillment charges — (84) — (256) Balance at the end of the period $ 602 $ 2,326 $ 602 $ 2,326 The Company's warranty liability is included in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. Unfavorable solar renewable energy agreements: The Company amortizes its unfavorable solar renewable energy agreements that have finite lives based on the pattern in which the economic benefit of the liability is relieved. The useful life of the Company’s liabilities generally range between three years and six years. The useful life of these liabilities are assessed and assigned based on the facts and circumstances specific to the agreement. The Company recognizes the amortization of unfavorable solar renewable energy agreements as revenues in the unaudited condensed consolidated statements of operations. Revenues: The Company’s revenue is derived from its residential solar energy portfolio, which primarily generates revenue through the sale to homeowners of power generated by its residential solar energy systems pursuant to long-term agreements. The following table presents the detail of the Company’s revenues as reflected within the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2023 PPA revenues $ 12,234 $ 19,361 SLA revenues 7,025 14,947 Solar renewable energy credit revenues 1,662 3,196 Government incentives 72 96 Servicing revenues 112 225 Intangibles amortization, unfavorable solar renewable energy agreements 976 1,419 Other revenue 732 1,664 Total $ 22,813 $ 40,908 Energy generation - Customers purchase solar energy from the Company under PPAs or SLAs, both defined above. 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. • PPA revenues - Under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) issued by the Financial Accounting Standards Board (“FASB”) , 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. • SLA revenues - The Company has SLAs, which do not meet the definition of a lease under ASC 842, Leases ("ASC 842"), 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 due to the performance obligation being 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 deferred rent assets. Solar renewable energy credit revenues - The Company enters 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 in time when the SRECs are transferred. As SRECs can be sold separate from the actual electricity generated by the renewable-based generation source, the Company accounts for the SRECs it generates from its solar energy systems as governmental incentives with no costs incurred to obtain them and do not consider those SRECs output of the underlying solar energy systems. The Company classifies these SRECs as inventory held until sold and delivered to third parties. As the Company did not incur costs to obtain these governmental incentives, the inventory carrying value for the SRECs was $0 as of June 30, 2023 and December 31, 2022. 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 based on actual per-kilowatt-hour production delivered to the eligible systems. For systems up to 20kW, the Company is 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 based upon the actual electricity produced by the system. Servicing revenues - 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. Contract balances: The timing of revenue recognition, billings and cash collections results in billed accounts receivable, and deferred revenue on the unaudited condensed consolidated balance sheets. Cost of revenues: Cost of revenues primarily consists of the depreciation expense relating to the solar energy systems, costs of third parties used to service the systems and any cost associated with meter swaps. Income taxes: The Company accounts for income taxes using the asset and liability method under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Deferred income taxes are provided for the temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and net operating loss carry-forwards and credits. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which the differences are expected to be recovered or settled. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in the unaudited condensed consolidated statements of operations in the period in which the enactment rate changes. The ultimate recovery of deferred tax assets is dependent upon the amount and timing of future taxable income and other factors, such as the ta |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Legacy Spruce Power On September 9, 2022 (the "Acquisition Date"), the Company acquired Legacy Spruce Power for $32.6 million, which consisted of cash payments of $61.8 million less cash and restricted cash acquired of $29.2 million. Management evaluated which entity should be considered the accounting acquirer in the transaction by giving consideration to the form of consideration transferred, the composition of the equity holders, the composition of voting rights of the Board of Directors, continuity of management structure, and size of the respective organizations. Based on the evaluation of the applicable factors, Management noted that all factors, with the exception of the relative size of organization, were indicators that the Company was the acquiring entity resulting in Management’s conclusion that for accounting purposes the Company acquired Legacy Spruce Power. The acquisition was accounted for as a business combination. The Company allocated the Legacy 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. The excess of the purchase price over those fair values was recorded as goodwill. The Company's evaluations of the facts and circumstances available as of the Acquisition Date, to assign fair values to assets acquired and liabilities assumed are still ongoing. As the Company completes 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 value of 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 are recognized during the reporting period in which the adjustments are determined. The Company expects to finalize the purchase price allocation as soon as practicable, but no later than one year from the Acquisition Date. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the Acquisition Date, including the Company’s estimates of the fair value of solar systems, production based incentives, solar renewable energy agreements, non-controlling interest, trade name and debt, where applicable. The Company believes the assumptions and estimates are based on information obtained from the management of the acquired companies and are inherently uncertain. Critical estimates in valuing solar systems under the income approach include future expected cash flows and discount rate. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the acquisition of Legacy Spruce Power, as adjusted, during the measurement period: (Amounts in thousands) Initial Purchase Price Allocation Measurement Period Adjustments Updated Purchase Price Allocation Total purchase consideration: Cash, net of cash acquired, and restricted cash $ 32,585 $ — $ 32,585 Allocation of consideration to assets acquired and liabilities assumed: Accounts receivable, net 10,995 — 10,995 Prepaid expenses and other current assets 6,768 (2,405) 4,363 Solar energy systems 406,298 89,268 495,566 Other property and equipment 337 — 337 Intangible assets — 11,980 11,980 Interest rate swap assets 26,698 — 26,698 Right-of-use asset 3,279 (328) 2,951 Other assets 358 (102) 256 Goodwill 158,636 (129,879) 28,757 Accounts payable (2,620) (22) (2,642) Unfavorable solar renewable energy agreements — (10,500) (10,500) Accrued expenses (13,061) (241) (13,302) Lease liability (3,382) 42 (3,340) Long-term debt (510,002) 2,772 (507,230) Other liabilities (335) 292 (43) Redeemable noncontrolling interests and noncontrolling interests (51,384) 39,123 (12,261) Total assets acquired and liabilities assumed $ 32,585 $ — $ 32,585 As reflected in the preceding table, as a result of third party valuation reports received in the first quarter of 2023, the Company adjusted solar energy systems and intangible assets with corresponding changes to goodwill. In the first quarter of 2023, due to the change in the provisional amounts assigned to intangible assets and solar energy systems, the Company recognized $0.4 million of revenue, $1.9 million of depreciation expense and $0.4 million of trade name amortization, of which $0.5 million of revenue, $0.9 million of depreciation expense and $0.3 million of trade name amortization relates to the previous year. During the first quarter of 2023, the Company adjusted the fair value of its noncontrolling interest and its redeemable noncontrolling interest in the Company's financials, which resulted in related downward revision of $5.5 million and upward revision of $0.2 million, respectively. Additional paid in capital was also downward revised by $1.8 million, which included the fair value adjustment associated with the purchase of 100% of the membership interests in Ampere Solar Owner IV, LLC, ORE F5A HoldCo, LLC, ORE F6 HoldCo, LLC, RPV Fund 11 LLC and RPV Fund 13 LLC, Sunserve Residential Solar I, LLC's and Level Solar Fund III, LLC in 2022. No additional information was obtained by the Company during the three months period ended June 30, 2023 that requires adjustment to the purchase price allocation disclosed above. The gross intangibles acquired are amortized over their respective estimated useful lives as follows: (Amounts in thousands) Asset Liability Estimated Life (in years) Solar renewable energy agreements $ 340 $ 10,500 3 to 6 Performance based incentives agreements $ 3,240 $ — 13 Trade name $ 8,400 $ — 30 Total intangibles acquired $ 11,980 $ 10,500 The weighted-average useful life of the intangibles identified above is approximately 16 years, which approximates the period over which the Company expects to gain the estimated economic benefits. Goodwill represents the excess of the purchase consideration over the estimated fair value of the net 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 Legacy 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 represents the combined results of the operations of the Company, including Legacy Spruce Power, as if the acquisition of Legacy Spruce Power on the Acquisition Date had occurred as of January 1, 2022. The results of operations related to the Company’s Drivetrain and XL Grid businesses, which were determined to be discontinued operations in the fourth quarter of 2022, are presented as net loss from discontinued operations. The unaudited pro forma revenues and pro forma net income (loss) reflect the continuing operational results of the Company’s corporate functions and the results of operations for Legacy Spruce Power. 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, 2022. 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 six months ended June 30, 2022: Three Months Ended Six Months Ended (Amounts in thousands, except per share data) June 30, 2022 Revenues $ 22,204 $ 39,195 Net income from continuing operations $ 3,369 $ 14,018 Net loss from discontinued operations (4,851) (20,794) Net loss $ (1,482) $ (6,776) Per share amounts: Net income from continuing operations - basic and diluted $ 0.02 $ 0.10 Net loss from discontinued operations - basic and diluted $ (0.03) $ (0.15) |
Acquisition of Master lease agr
Acquisition of Master lease agreement (SEMTH) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of Master lease agreement (SEMTH) | Acquisition of SEMTH Master Lease Agreement In furtherance of its growth strategy, on March 23, 2023, the Company completed the acquisition of all the issued and outstanding interests in SEMTH (the “SEMTH Acquisition”) from certain funds managed by HPS Investment Partners, LLC, pursuant to a Membership Interest Purchase and Sale Agreement (“Purchase Agreement”) dated as of March 23, 2023. The SEMTH assets include 20-year use rights to customer payment streams (“SEMTH Master Lease”) of approximately 22,500 residential solar leases and power purchase agreements. The Company acquired SEMTH for approximately $23.0 million of cash, net of cash received, and assumed $125.0 million of outstanding senior indebtedness (See Note 8. Long-Term Debt) and interest rate swaps with Deutsche Bank AG, New York Bank (See Note 12. Interest Rate Swaps) held by SEMTH, and its subsidiaries at the close of the acquisition. The purchase of SEMTH's future revenue has been accounted for as an acquisition of financial assets. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their relative fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future utility prices. For the purposes of establishing the fair value of the Company's investment in the SEMTH Master Lease, its analysis considers cash flows beginning in March 2023 (the effective date of the transaction). The Company estimated the fair value of its investment in SEMTH Master Lease to be approximately $146.9 million on the transaction date. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following at June 30, 2023 and December 31, 2022: As of (Amounts in thousands) June 30, 2023 December 31, 2022 Solar energy systems $ 493,278 $ 401,754 Less: Accumulated depreciation (17,957) (5,928) Solar energy systems, net $ 475,321 $ 395,826 Equipment $ 19 $ 48 Furniture and fixtures 260 294 Computers and related equipment 185 222 Software 8 6 Leasehold improvements 60 65 Gross other property and equipment 532 635 Less: Accumulated depreciation (165) (293) Other property and equipment, net $ 367 $ 342 Property and equipment, net $ 475,688 $ 396,168 |
Intangible Assets, net
Intangible Assets, net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The following table presents the detail of intangible assets, net as recorded in the unaudited condensed consolidated balance sheets: As of (Amounts in thousands) June 30, 2023 Intangible assets: Solar renewable energy agreements $ 340 Performance based incentives agreements 3,240 Trade name 8,400 Less: Accumulated amortization (1,427) Intangible assets, net $ 10,553 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022: As of (Amounts in thousands) June 30, December 31, Accrued interest $ 8,278 $ 6,586 Professional fees 2,156 1,749 Accrued contingencies (See Note 15 Commitments and Contingencies) — 2,300 Accrued obligations 2,002 — Accrued compensation and related benefits 1,744 6,526 Accrued expenses, other 3,682 3,696 Accrued taxes, stock-based compensation 1,269 — Accrued settlements 387 451 Deferred purchase price consideration, World Energy 3 201 Accrued expenses and other current liabilities $ 19,521 $ 21,509 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term DebtIn connection with the acquisition of Legacy Spruce Power effective September 9, 2022, the Company assumed certain long-term debt instruments valued at approximately $507.2 million as of that date. In connection with accounting for the business combination, the Company adjusted the carrying value of this long-term debt to its fair value as of the Acquisition Date. This fair value adjustment resulted in a reduction of the carrying value of the debt by $35.2 million. This adjustment to fair value is being amortized to interest expense over the life of the related debt instruments using the effective interest method. Amortization expense for the fair value adjustment for the three and six months ended June 30, 2023 were $1.5 million and $2.9 million, respectively. As part of the acquisition of SEMTH (See Note 4. Acquisition of SEMTH Master Lease Agreement), the Company assumed debt with Deutsche Bank AG, New York Bank (“Deutsche Bank”). Deutsche Bank Credit Agreement Prior to the SEMTH Acquisition, SET Borrower 2022, LLC (“SET Borrower”), a wholly owned subsidiary of SEMTH, entered into a Credit Agreement effective June 10, 2022 (the "Closing Date") with Deutsche Bank as the facility agent (the “DB Credit Agreement”), which consisted of a term loan of $125.0 million. The DB Credit Agreement is collateralized by all of the assets and property of SET Borrower. The term loan bears interest at the Secured Overnight Financing Rate ("SOFR"), plus the applicable margin. For the period from the Closing Date through the first twelve months, the applicable margin is 2.25% per annum, 2.50% for the following six months, and 2.75% for the next six months, and 3.00% through the maturity date. The effective interest rate on the DB Credit Agreement as of June 30, 2023 was 7.16%. The DB Credit Agreement requires SET Borrower to be in compliance with various affirmative and negative covenants and as of June 30, 2023, SET Borrower was in compliance with the covenants contained within the DB Credit Agreement. The term loan requires quarterly payments, which began on August 17, 2022, and should the outstanding loan balance exceed the borrowing base on such calculation date, the remaining balance would become due in a single payment on August 18, 2025. |
ROU Assets and Lease Liabilitie
ROU Assets and Lease Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
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 each period end: As of (Amounts in thousands) June 30, December 31, Operating leases: Right-of-use assets $ 4,468 $ 2,686 Lease liability, current $ 651 $ 781 Lease liability, non-current $ 4,544 $ 2,365 Finance leases: Right-of-use assets $ 31 $ 116 Lease liability, current $ 55 $ 53 Lease liability, non-current $ 38 $ 61 Other information related to leases is presented below: Three Months Ended Six Months Ended (Amounts in thousands) 2023 2022 2023 2022 Other information: Operating lease cost $ 95 $ 465 $ 416 $ 534 Variable lease cost $ 134 $ — $ 229 $ — Sublease income $ 54 $ — $ 129 $ — Operating cash flows from operating right-of-use assets $ 229 $ — $ 646 $ 438 Remeasurement of operating right-of-use assets $ 759 $ — $ 759 $ — During the three months ended June 30, 2023, the Company remeasured its operating right-of-use assets due to a change in the lease terms of the underlying leases, resulting in a net increase in the right-of-use assets and lease liabilities by approximately $0.8 million. In addition, during the three months ended June 30, 2023, one of the Company's operating leases was assumed by a third party, resulting in the settlement of the lease liability of approximately $1.2 million (presented in the unaudited condensed consolidated statements of cash flows) and recognition of a gain of approximately $0.1 million included within gain on disposal of assets in the unaudited condensed consolidated statements of operations. As of June 30, December 31, Weighted-average remaining lease term – operating leases (in months) 78.8 49.8 Weighted-average discount rate – operating leases 6.9 % 2.9 % As of June 30, 2023, the annual minimum lease payments of the Company’s operating lease liabilities were as follows (in thousands): For The Years Ending December 31, 2023 (excluding the six months ended June 30, 2023) $ 486 2024 961 2025 868 2026 870 2027 883 Total future minimum lease payments, undiscounted 6,641 Less: Imputed interest (1,446) Present value of future minimum lease payments $ 5,195 |
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 each period end: As of (Amounts in thousands) June 30, December 31, Operating leases: Right-of-use assets $ 4,468 $ 2,686 Lease liability, current $ 651 $ 781 Lease liability, non-current $ 4,544 $ 2,365 Finance leases: Right-of-use assets $ 31 $ 116 Lease liability, current $ 55 $ 53 Lease liability, non-current $ 38 $ 61 Other information related to leases is presented below: Three Months Ended Six Months Ended (Amounts in thousands) 2023 2022 2023 2022 Other information: Operating lease cost $ 95 $ 465 $ 416 $ 534 Variable lease cost $ 134 $ — $ 229 $ — Sublease income $ 54 $ — $ 129 $ — Operating cash flows from operating right-of-use assets $ 229 $ — $ 646 $ 438 Remeasurement of operating right-of-use assets $ 759 $ — $ 759 $ — During the three months ended June 30, 2023, the Company remeasured its operating right-of-use assets due to a change in the lease terms of the underlying leases, resulting in a net increase in the right-of-use assets and lease liabilities by approximately $0.8 million. In addition, during the three months ended June 30, 2023, one of the Company's operating leases was assumed by a third party, resulting in the settlement of the lease liability of approximately $1.2 million (presented in the unaudited condensed consolidated statements of cash flows) and recognition of a gain of approximately $0.1 million included within gain on disposal of assets in the unaudited condensed consolidated statements of operations. As of June 30, December 31, Weighted-average remaining lease term – operating leases (in months) 78.8 49.8 Weighted-average discount rate – operating leases 6.9 % 2.9 % As of June 30, 2023, the annual minimum lease payments of the Company’s operating lease liabilities were as follows (in thousands): For The Years Ending December 31, 2023 (excluding the six months ended June 30, 2023) $ 486 2024 961 2025 868 2026 870 2027 883 Total future minimum lease payments, undiscounted 6,641 Less: Imputed interest (1,446) Present value of future minimum lease payments $ 5,195 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Assumptions for Assets and Liabilities Measured at Fair Value on a Recurring Basis Input June 30, 2023 December 31, 2022 Risk-free rate 4.69 % 1.11 % Remaining term in years 2.47 3.98 Expected volatility 80.1 % 88.8 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 0.81 $ 3.31 The Company's interest rate swaps are not traded on a market exchange and the fair values 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 SOFR 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 Company's debt balances as presented on the unaudited condensed 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 (Amounts in thousands) Level I Level II Level III Total Asset: Interest rate swaps $ — $ 35,458 $ — $ 35,458 Liabilities: Debt $ — $ 613,364 $ — $ 613,364 Private Warrants — — 109 109 Total $ — $ 613,364 $ 109 $ 613,473 Fair Value Measurements as of (Amounts in thousands) Level I Level II Level III Total Asset: Interest rate swaps $ — $ 32,252 $ — $ 32,252 Liabilities: Debt $ — $ 499,755 $ — $ 499,755 Private Warrants — — 256 256 Fair value of obligation to issue shares of common stock to sellers of World Energy — — 151 151 Total $ — $ 499,755 $ 407 $ 500,162 The following is a rollforward of the Company’s Level 3 liability instruments: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 (Amounts in thousands) Balance at the beginning of the period $ 142 $ 407 Fair value adjustments – warrant liability (33) (147) Share settlement of World Energy liability — (151) Balance at the end of the period $ 109 $ 109 |
Share-Based Compensation Expens
Share-Based Compensation Expense | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense for stock options and restricted stock units for the three and six months ended June 30, 2023 were $0.8 million and $1.6 million, respectively, and for three and six months ended June 30, 2022 were $1.1 million and $1.5 million, respectively. As of June 30, 2023, there was $9.2 million 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 Average Weighted Average Remaining Contractual Term Outstanding at December 31, 2022 6,091,271 $ 1.39 2.7 Granted — — Exercised (1,974,772) 0.24 Cancelled or forfeited (630,382) 6.44 Outstanding at June 30, 2023 3,486,117 $ 1.14 3.2 Exercisable at June 30, 2023 3,422,297 $ 1.10 3.2 The aggregate intrinsic value of stock options outstanding as of June 30, 2023 was $1.6 million. 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 six months ended June 30, 2023 was as follows: Number of Weighted Average Grant Date Fair Value Per Share Non-vested, at December 31, 2022 9,832,707 $ 1.30 Granted 5,227,402 0.81 Vested (3,587,346) 1.57 Cancelled or forfeited (1,624,916) 1.38 Non-vested, at June 30, 2023 9,847,847 $ 1.00 CEO's Ladder Restricted Stock Unit Award On September 9, 2022, in connection with the acquisition of Legacy Spruce Power and his appointment as the Company's President, the Company granted to its Chief Executive Officer ("CEO") 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 the CEO 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 as of the Acquisition Date which is presently accounted for as a liability. The following inputs were used in the simulation: grant date stock price of $1.17 per share, 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 Company recognized expense related to the Ladder RSUs of approximately $0.1 million and $0.2 million, respectively, for the three and six months ended June 30, 2023 and $0 for the three and six months ended June 30, 2022. |
Interest Rate Swaps
Interest Rate Swaps | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps | Interest Rate Swaps The purpose of the swap agreements is to convert the floating interest rate on the Company's Credit Agreements to a fixed rate. As of June 30, 2023, the notional amount of the interest rate swaps covers approximately 96% of the balance of the Company’s floating rate term loans. During the three and six months ended June 30, 2023, the change in the fair value of the interest rate swaps were $9.2 million and $3.6 million, respectively, which are reflected as a component of other income (expense) within the unaudited condensed consolidated statements of operations. The Company also recognized $3.5 million and $6.0 million of realized gains for the three and six months ended June 30, 2023, respectively, both reflected within interest expense, net. See Note 10. Fair Value Measurements for the method used to determine fair value of interest rate swaps. The above amounts also includes the Deutsche Bank swap assumed by the Company as part of the SEMTH Acquisition. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest and Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest and Noncontrolling Interests | Redeemable Noncontrolling Interest and Noncontrolling Interests The following table summarizes redeemable noncontrolling interest and noncontrolling interests as of June 30, 2023: Tax Equity Entity Date Class A Member Admitted Redeemable noncontrolling interest: Level Solar Fund IV LLC December 2016 Noncontrolling interests: ORE F4 Holdco, LLC August 2014 Volta Solar Owner II, LLC August 2017 The tax equity entities were structured at inception so that the allocations of income and loss for tax purposes will flip at a future date. The terms of the tax equity entities' operating agreements contain allocations of taxable income (loss), Section 48(a) Investment Tax Credits (“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 June 30, 2023 and December 31, 2022. Total assets on the unaudited condensed consolidated balance sheets includes $43.3 million as of June 30, 2023 and $47.8 million as of December 31, 2022 of assets held by the Company's VIEs, which can only be used to settle obligations of the VIEs. Total liabilities on the unaudited condensed consolidated balance sheets includes $0.6 million as of June 30, 2023 and $0.8 million as of December 31, 2022 of liabilities that are the obligations of the Company's VIEs. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The following table summarizes the activity during the three and six months ended June 30, 2023 for the Company's restructuring liability related to employee termination charges due to reduction in workforce efforts that commenced in late 2022. There was no such liability outstanding as of June 30, 2022. (Amounts in thousands) Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Balance at the beginning of the period $ 1,174 $ 3,429 Employee termination charges — 723 Payments made during the period (1,174) (4,152) Balance, June 30, 2023 $ — $ — |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Sponsorship Commitment: In February 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. The sponsorship agreement has a term of three years with a sponsor fee of approximately $0.5 million per year, of which approximately $0.3 million was paid in June 2021 and the second payment of $0.3 million was accrued on December 31, 2021 and paid in January 2022. One of the directors of the Company is a co-owner of the NY Islanders Hockey Club. In the second quarter of 2022, the Company exercised its option to terminate the final two years of the agreement and will incur no further sponsor fees. Legal proceedings: The Company is periodically involved in legal proceedings and claims arising in the normal course of business, including proceedings relating to intellectual property, employment and other matters. Management believes the outcome of these proceedings will not have a significant adverse effect on the Company’s financial position, operating results, or cash flows. Putative securities class action complaints On March 8, 2021, two putative securities class action complaints were filed against the Company, and certain of its current and former officers and directors in the federal district court for the Southern District of New York. Those cases were ultimately consolidated, and a lead plaintiff was appointed in June 2021. On July 20, 2021, an amended complaint was filed 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 is vigorously defending the lawsuit as it believes that the allegations asserted in the amended complaint are without merit. There can be no assurance, however, that the Company will be successful. Currently, the Company is unable to estimate potential losses, if any, regarding the claims at issue. 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 SPAC sponsor, Pivotal Investment Holdings II LLC. The actions were consolidated as in re XL Fleet (Pivotal) Stockholder Litigation, C.A. No. 2121-0808, and an amended complaint was filed on January 31, 2022. The amended complaint alleges various breaches of fiduciary duty against the Company and/or its officers, several allegedly misleading statements made in connection with the merger, and aiding and abetting breaches of fiduciary duty in connection with the negotiation and approval of the December 21, 2020 merger and organization of legacy XL Hybrids to become XL Fleet Corp. The Company believes that the allegations asserted in both class action complaints are without merit and is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. In March 2023, two shareholder derivative actions were filed in the U.S. District Court for the District of Delaware. One action is captioned Reali v. Griffin, et al., Case No. 1:23-cv-00289 (the “Reali Action”), and the other action is captioned Tucci v. Ledecky, et al., 1:23-cv-00322 (the “Tucci Action”). The Company believes that the allegations asserted in both complaints are also without merit and is vigorously defending the lawsuits. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuits. Securities and Exchange Commission Subpoena On January 6, 2022, the Company received a subpoena from the SEC requesting the production of certain documents related to, among other things, the Company’s business combination with XL Hybrids and the related PIPE financing, the Company’s sales pipeline and revenue projections, purchase orders, suppliers, CARB approvals, fuel economy from 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 the SEC 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. In June 2023, the SEC proposed a settlement offer which was rejected by Management. At this time, the Company is unable to estimate potential losses, if any, related to the investigation. However, an adverse outcome in this investigation could have a material impact on the Company’s financial statements. Val Kay derivatively on behalf of nominal defendant XL Fleet Corp. 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 XL Fleet Corp.’s behalf, 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 is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. US Bank On February 9, 2023, US Bank, through its affiliate Firstar Development LLC, filed a motion for summary judgment in lieu of a complaint in New York Supreme Court (the trial level in New York) alleging that the Company failed to fulfill its reimbursement obligations under a 2019 tax recapture guaranty agreement between the parties arising from the alleged recapture by the IRS of tax credits taken by Firstar Development LLC as an investor in the Company’s subsidiary Ampere Solar Owner I, LLC. On May 23, 2023, a settlement agreement was reached with Firstar Development LLC, the plaintiff (an affiliate of US Bank), for $2.3 million whereby the plaintiff discharged all claims filed against the Company. BMZ USA, Inc . On February 11, 2022, BMZ USA Inc. (“BMZ”), a battery manufacturer, sued XL Hybrids for breach of contract, alleging that XL Hybrids failed to timely purchase the full allotment of batteries required under a certain master supply agreement between the parties. BMZ seeks $4.5 million in damages based on this alleged breach. The Company believes that the allegations asserted in this action lack substantial merit, and as a result, the Company is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. Plastic Omnium Plastic Omnium is the assignee of the contractual rights of Actia Corp. under a certain battery purchase order between XL Hybrids and Actia Corp. On March 17, 2023, Plastic Omnium sued XL Hybrids and the Company for breach of contract, alleging that XL Hybrids ordered a total of 1,000 batteries from Plastic Omnium, paid for 455 of those batteries, and then reneged on 545 of those products. While Plastic Omnium admits that it never actually delivered the remaining 545 products, it claims that it purchased materials to complete the order and as a result, XL Hybrids and the Company are liable for at least roughly $2.5 million. The Company believes that the allegations asserted in this action lack substantial merit, and as a result, the Company is vigorously defending 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 The Company has forward sales agreements related to a certain number of SRECs to be generated from the Company’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 the Company does not deliver such SRECs to the counter-party, the Company could be forced to pay additional penalties and fees as stipulated within the contracts. Guarantees In connection with the acquisition of RPV Holdco 1, LLC, a wholly-owned subsidiary of the Company, 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 guarantees 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. 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, the Company 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 the Company 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 June 30, 2023. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Income (Loss) 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 six months period ended June 30, 2023, and 2022: Three Months Ended Six Months Ended (Amounts in thousands, except share data) 2023 2022 2023 2022 Numerator: Net income (loss) attributable to stockholders $ 3,065 $ (12,698) $ (16,330) $ (28,775) Denominator: Weighted average shares outstanding, basic 148,894,058 142,247,590 147,687,578 141,760,478 Dilutive effect of stock options and restricted stock units 12,712,600 — — — Weighted average shares outstanding, diluted 161,606,658 142,247,590 147,687,578 141,760,478 Net income (loss) attributable to stockholders per share, basic $ 0.02 $ (0.09) $ (0.11) $ (0.20) Net income (loss) attributable to stockholders per share, diluted $ 0.02 $ (0.09) $ (0.11) $ (0.20) For the three months ended June 30, 2022 and the six months ended June 30, 2023 and 2022, potentially dilutive outstanding securities, which include stock options, restricted stock units and warrants have been excluded from the computation of diluted net loss per share as their effect would be to anti-dilutive for the period presented. As such, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share are the same for those periods. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In the fourth quarter of 2022, the Company discontinued the operations of its Drivetrain and XL Grid operations. The following table provides supplemental detail of the Company’s discontinued operations contained within the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands) 2023 2022 2023 2022 Net income (loss) from discontinued operations: XL Grid $ — $ (1,453) $ — $ (2,894) Drivetrain (183) $ (3,398) $ (4,049) $ (9,294) Impairment of goodwill — — — (8,606) Total $ (183) $ (4,851) $ (4,049) $ (20,794) XL Grid The following table presents financial results of XL Grid operations: Three Months Ended Six Months Ended (Amounts in thousands) 2023 2022 2023 2022 Revenues $ — $ 2,202 $ 149 $ 6,367 Operating expenses: Cost of revenues - inventory and other direct costs — 1,529 148 4,517 Loss on asset disposal — — (742) — Selling, general, and administrative expenses — 2,126 743 4,744 Total operating expenses — 3,655 149 9,261 Net loss from discontinued operations $ — $ (1,453) $ — $ (2,894) Drivetrain The following table presents financial results of Drivetrain operations: Three Months Ended Six Months Ended (Amounts in thousands) 2023 2022 2023 2022 Revenues $ 12 $ 808 $ 20 $ 1,406 Operating expenses: Cost of revenues - inventory and other direct costs 168 916 29 3,124 Engineering, research, and development — 2,404 — 5,393 Selling, general, and administrative expenses — 902 — 2,199 Other 27 (16) 4,040 (16) Total operating expenses 195 4,206 4,069 10,700 Net loss from discontinued operations $ (183) $ (3,398) $ (4,049) $ (9,294) The following table presents aggregate carrying amounts of assets and liabilities of discontinued operations contained within the unaudited condensed consolidated balance sheets: As of (Amounts in thousands) June 30, 2023 December 31, 2022 Assets from discontinued operations: Drivetrain $ 37 $ 3,604 XL Grid — 7,373 Total assets from discontinued operations $ 37 $ 10,977 Liabilities from discontinued operations: Drivetrain $ 191 $ 5,743 XL Grid — 3,648 Total liabilities from discontinued operations $ 191 $ 9,391 |
Share Repurchase Program
Share Repurchase Program | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Share Repurchase Program | Share Repurchase Program On May 09, 2023, the Company's Board of Directors authorized a share repurchase program (the “Repurchase Program”) for the repurchase of up to $50.0 million of the Company's outstanding common stock through May 15, 2025. The shares may be repurchased from time to time in open market transactions or privately negotiated transactions at the Company's discretion, subject to market conditions and other factors, including regulatory considerations. The Repurchase Program does not require the Company to purchase a minimum number of shares, and may be suspended, modified or discontinued at any time without prior notice. During the three and six months ended June 30, 2023, the Company repurchased 1.9 million shares of common stock under the Repurchase Program in open market transactions at a weighted-average price of $0.87 per share for an aggregate purchase price of $1.6 million, inclusive of transaction costs. As of June 30, 2023, $48.4 million remained available for future share repurchases under the Repurchase Program. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventManagement has reviewed material events subsequent to June 30, 2023 and prior to the filing of financial statements and determined that there have been no events that have occurred that would require adjustments to the Company's disclosures within the unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of consolidated financial statement presentation | Basis of unaudited condensed 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 8 of Regulation S-X. The Company has condensed or omitted certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP pursuant to the applicable rules and regulations of the SEC regarding interim financial reporting. As such, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2022 annual audited consolidated financial statements and accompanying notes included in its Annual Report. The Company’s interim unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary, in its opinion, to state fairly the financial position and results of operations for the reported periods. Amounts reported for interim periods may not be indicative of a full year period due to the Company’s continual growth, seasonal fluctuations in demand for power, timing of maintenance and other expenditures, changes in interest expense and other factors. The Company's accompanying unaudited condensed consolidated financial statements include the accounts of its wholly owned subsidiaries and variable interest entities, for which the Company is the primary beneficiary. All intercompany transactions have been eliminated in consolidation. 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, deferred income taxes, warranty reserves, valuation of share-based compensation, useful lives of certain assets and liabilities, the valuation of redeemable noncontrolling interests and noncontrolling interests, the allowance for current expected credit losses, warrant liabilities, asset acquisition transactions and the valuation of business combinations, including the fair values and useful lives of acquired assets and assumed liabilities. 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 . |
Variable interest entities | Variable interest entities : 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. A variable interest holder is required 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 Volta Solar Owner II, LLC, ORE F4 HoldCo, LLC and Level Solar Fund IV 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. Redeemable Noncontrolling Interests and Noncontrolling Interests). |
Redeemable noncontrolling interests and noncontrolling interests | Redeemable noncontrolling interests and 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. Factors used in the HLBV calculation include GAAP income (loss), taxable income (loss), capital contributions, investment tax credits, capital distributions and the stipulated targeted investor return specified in the subsidiaries' operating agreements. Changes in these factors could have a significant impact on the amounts that investors would receive upon a hypothetical liquidation. |
Concentration of credit risk | Concentration of credit risk: Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, such cash may be in excess of the FDIC limit. At June 30, 2023 and December 31, 2022, the Company had cash in excess of the $250,000 federally insured limit. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents as most of the balances are kept in treasury bills, which are government backed securities. |
Cash, cash equivalents, and restricted cash | Cash and cash equivalents: 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 June 30, 2023 and December 31, 2022 of $29.4 million and $19.8 million respectively, primarily consists of approximately $29.2 million and $19.7 million, respectively, 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 carrying amount reported in the unaudited condensed consolidated balance sheets for restricted cash approximates fair value. |
Accounts receivable, net | Accounts receivable, net: Accounts receivable primarily represent amounts due from the Company’s residential customers. Accounts receivable is recorded net of an allowance for expected credit losses, which is determined by the Company’s assessment of the collectability of customer accounts based on the best available data at the time of the assessment. Management reviews the allowance by considering factors such as historical experience, contractual term, aging category and current economic conditions that may affect customers. The following table presents the changes in the allowance for credit losses recorded against accounts receivable, net on the unaudited condensed consolidated balance sheets: As of (Amounts in thousands) June 30, 2023 December 31, 2022 Balance at beginning of period $ 12,164 $ 12,164 Impact of ASC 326 adoption (1,285) — Write-off of uncollectible accounts (661) Provision for current expected credit losses 1,104 — Balance at end of period $ 11,322 $ 12,164 |
Derivative instruments and hedging activities | Derivative instruments and hedging activities: The Company utilizes interest rate swaps to manage interest rate risk on existing and planned future debt issuances. The fair value of all derivative instruments are recognized as assets or liabilities at the balance sheet date on the unaudited condensed consolidated balance sheets. The fair value of the interest rate swaps are calculated by discounting the future net cash flows to the present value based on the terms and conditions of the agreements and the forward interest rate curves. As these inputs are based on observable data and valuations of similar instruments, the interest rate derivatives are primarily categorized as Level 2 in the fair value hierarchy. |
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. |
Property and equipment, net | Property and equipment, net: Property and equipment, net consists of solar energy systems and other property and equipment. Solar energy systems , net: Solar energy systems, net consists of residential solar energy systems which are subject to long-term customer agreements. Solar energy systems are recorded at their fair value upon acquisition. Subsequently, any impairment charges that may arise are recognized and the impairment loss reduces the carrying amount of the asset to its recoverable amount. 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 unaudited condensed consolidated balance sheets. Depreciation expense of solar energy systems for the three and six months ended June 30, 2023 was $5.6 million and $11.6 million respectively, and $0 for the three and six months ended June 30, 2022. 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 less accumulated depreciation. 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 Leasehold improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective asset, 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 unaudited condensed consolidated statements of operations as a component of other income, net. Depreciation expense of other property and equipment for the three and six months ended June 30, 2023 was $0.1 million for both periods, and for the three and six months ended June 30, 2022 was $0.2 million and $0.4 million, respectively. |
Intangible assets, net | Intangible assets, net: The Company’s intangible assets include solar renewable energy credit agreements, performance based incentive agreements, and a trade name. The Company amortizes its intangible assets that have finite lives based on the pattern in which the economic benefit of the asset is expected to be utilized. The useful life of the Company’s intangible assets generally range between three years and 30 years. The useful life of intangible assets are assessed and assigned based on the facts and circumstances specific to the assets. The Company recognizes the amortization of (i) solar renewable energy agreements and performance based incentive agreements as a reduction to revenue and (ii) the trade name as amortization expense within selling, general and administrative expenses. |
Asset retirement obligations | Asset retirement obligations (“ARO”): Customer agreements only require that solar energy systems be removed if: (i) the customer has not renewed the customer agreement or exercised their purchase option and (ii) 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 energy cost savings. Therefore, the Company believes that the probability-weighted estimated removal costs are nominal and no ARO liability has been recorded. |
Business combinations | Business combinations: The Company accounts for the acquisition of a business using the acquisition method of accounting. Amounts paid to acquire a business are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. The Company engages third-party appraisal firms to assist in the fair value determination. The Company determines the fair value of purchase consideration, including contingent consideration, and acquired intangible assets based on valuations received from the appraisal firm that used information and assumptions provided by Management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The results of operations of acquired businesses are included in the Company's financial statements from the date of acquisition forward. Acquisition-related costs are expensed in periods in which the costs are incurred. Asset acquisitions: The Company accounts for assets acquired based on the consideration transferred by us, including direct and incremental transaction costs incurred by the Company as a result of the acquisition. An asset acquisition’s cost or the consideration transferred by us is assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash the Company paid to the seller, as well as transaction costs incurred by us. Consideration given in the form of nonmonetary assets, liabilities incurred or equity interests issued is measured based on either the cost to us or the fair value of the assets or net assets acquired, whichever is more clearly evident. The cost of an asset acquisition is allocated to the net assets acquired based on their estimated relative fair values. The Company engages third-party appraisal firms to assist in the fair value determination. Goodwill is not recognized in an asset acquisition. |
Impairment of long-lived assets | Impairment of long-lived asset s: The Company reviews long-lived assets, including solar energy systems, other 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 groups 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. There has been no impairment charge for the periods presented. |
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, however it 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 on October 1 of 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 of 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 or income approach. Under the market approach method, the Company compares its book value to the fair value of its public float, utilizing the fair value of its common stock on the measurement date. The income approach of computing fair value is based on the present value of the expected future economic benefits generated by the asset or business, such as cash flows or profits which will then be compared to its book value. 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 $8.6 million to fully impair its goodwill for the six months ended June 30, 2022 which is reflected within net loss from discontinued operations in the unaudited condensed consolidated statements of operations (See Note 17. Discontinued Operations). There has been no impairment charge for the six months ended June 30, 2023. |
Warrant Liabilities | Warrant liabilities: As of June 30, 2023 and 2022, the Company had outstanding private warrants, which are related to the December 2020 merger and organization of legacy XL Hybrids Inc. (“XL Hybrids”) to become XL Fleet Corp. With the merger, the Company assumed private placement warrants to purchase 4,233,333 shares of common stock, with an exercise price of $11.50 per share (the "Private Warrants"). The Private Warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the Private Warrants meet the definition of a derivative, they were measured at fair value at inception and at each reporting date with changes in fair value recognized in the unaudited condensed consolidated statements of operations. The Private Warrants were valued using a Black-Scholes model, with significant inputs consisting of risk-free interest rate, remaining term, expected volatility, exercise price, and the Company’s stock price (See Note 10. Fair Value Measurements). |
Warranties | Warranties: Customers who purchased the Company's Drivetrain systems were provided limited-assurance-type warranties for equipment and work performed under the contracts. The warranty period typically extends for three 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 offered by competitors. Customers of XL Grid were provided limited-assurance-type warranties for a term of one year for installation work performed under its contracts. The Company accrued 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 factors, estimated revisions to the estimated warranty liability will be required. The Company periodically assesses the adequacy of its recorded product warranty liabilities and adjusts the balances as required. Warranty expense is recorded as a component of discontinued operations in the unaudited condensed consolidated statement of operations. With the Company’s exit from the Drivetrain business and the subsequent sale of World Energy, the Company will not enter into any additional warranty obligations and expects the existing warranty obligation to substantially run-off over the next 18 months. The following is a rollforward of the Company’s accrued warranty liability: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Balance at the beginning of the period $ 627 $ 2,403 $ 1,125 $ 2,547 Accrual for warranties issued — 7 — 35 Transfer of inventory to servicers — — (498) — Accrual related to World Energy (25) — (25) — Warranty fulfillment charges — (84) — (256) Balance at the end of the period $ 602 $ 2,326 $ 602 $ 2,326 The Company's warranty liability is included in accrued expenses and other current liabilities on the unaudited condensed consolidated balance sheets. |
Unfavorable solar renewable energy agreements | Unfavorable solar renewable energy agreements: The Company amortizes its unfavorable solar renewable energy agreements that have finite lives based on the pattern in which the economic benefit of the liability is relieved. The useful life of the Company’s liabilities generally range between three years and six years. The useful life of these liabilities are assessed and assigned based on the facts and circumstances specific to the agreement. The Company recognizes the amortization of unfavorable solar renewable energy agreements as revenues in the unaudited condensed consolidated statements of operations. |
Revenue | Revenues: The Company’s revenue is derived from its residential solar energy portfolio, which primarily generates revenue through the sale to homeowners of power generated by its residential solar energy systems pursuant to long-term agreements. The following table presents the detail of the Company’s revenues as reflected within the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2023 PPA revenues $ 12,234 $ 19,361 SLA revenues 7,025 14,947 Solar renewable energy credit revenues 1,662 3,196 Government incentives 72 96 Servicing revenues 112 225 Intangibles amortization, unfavorable solar renewable energy agreements 976 1,419 Other revenue 732 1,664 Total $ 22,813 $ 40,908 Energy generation - Customers purchase solar energy from the Company under PPAs or SLAs, both defined above. 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. • PPA revenues - Under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) issued by the Financial Accounting Standards Board (“FASB”) , 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. • SLA revenues - The Company has SLAs, which do not meet the definition of a lease under ASC 842, Leases ("ASC 842"), 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 due to the performance obligation being 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 deferred rent assets. Solar renewable energy credit revenues - The Company enters 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 in time when the SRECs are transferred. As SRECs can be sold separate from the actual electricity generated by the renewable-based generation source, the Company accounts for the SRECs it generates from its solar energy systems as governmental incentives with no costs incurred to obtain them and do not consider those SRECs output of the underlying solar energy systems. The Company classifies these SRECs as inventory held until sold and delivered to third parties. As the Company did not incur costs to obtain these governmental incentives, the inventory carrying value for the SRECs was $0 as of June 30, 2023 and December 31, 2022. 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 based on actual per-kilowatt-hour production delivered to the eligible systems. For systems up to 20kW, the Company is 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 based upon the actual electricity produced by the system. Servicing revenues - 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. Contract balances: The timing of revenue recognition, billings and cash collections results in billed accounts receivable, and deferred revenue on the unaudited condensed consolidated balance sheets. Cost of revenues: Cost of revenues primarily consists of the depreciation expense relating to the solar energy systems, costs of third parties used to service the systems and any cost associated with meter swaps. |
Income taxes | Income taxes: The Company accounts for income taxes using the asset and liability method under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Deferred income taxes are provided for the temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and net operating loss carry-forwards and credits. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which the differences are expected to be recovered or settled. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in the unaudited condensed consolidated statements of operations in the period in which the enactment rate changes. The ultimate recovery of deferred tax assets is dependent upon the amount and timing of future taxable income and other factors, such as the taxing jurisdiction in which the asset is to be recovered. Deferred tax assets and liabilities are reduced through the establishment of a valuation allowance if, based on available evidence, it is more likely than not that the deferred tax assets will not be realized. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. For the three and six months ended June 30, 2023 and 2022, there were no uncertain tax position taken or expected to be taken in the Company’s tax returns. In the normal course of business, the Company is subject to regular audits by U.S. federal and state and local tax authorities. With few exceptions, the Company is no longer subject to federal, state or local tax examinations by tax authorities in its major jurisdictions for tax years prior to 2019. However, net operating loss carryforwards remain subject to examination to the extent they are carried forward and impact a year that is open to examination by tax authorities. The Company did not recognize any tax related interest or penalties during the periods presented in the accompanying unaudited condensed consolidated financial statements, however would record any such interest and penalties as a component of the provision for income taxes. |
Share-based compensation | Stock-based compensation: The Company grants stock-based awards to certain employees, directors and non-employee consultants. Awards issued under the Company’s stock-based compensation plans include stock options and restricted stock units. For transactions in which the Company obtains employee services in exchange for an award of equity instruments, the cost of the services are measured based on the grant date fair value of the award. The Company recognizes the cost over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Costs related to plans with graded vesting are generally recognized using a straight-line method. 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-employee. The fair value of common stock is determined based on the closing price of the Company’s common stock on the New York Stock Exchange at each award grant date. 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 of the award. 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. Restricted Stock Units Restricted stock units generally vest over the requisite service periods (vesting on a straight–line basis). The fair value of a restricted stock unit award is equal to the closing price of the Company’s common stock on the New York Stock Exchange on the grant date. The Company accounts for the forfeiture of equity awards as they occur. |
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 securities. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock and potentially dilutive securities outstanding during the period determined using the treasury stock and if-converted methods. For purposes of the diluted income (loss) per share calculation, stock options, restricted stock units, restricted stock unit awards and warrants are considered to be potentially dilutive securities. Potentially dilutive securities are excluded from the calculation of diluted income (loss) per share when their effect would be anti-dilutive. |
Fair value measurements | Fair value measurements: 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. For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair value measurement as follows: • Level 1 : Observable inputs that reflect unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date. • Level 2 : Observable inputs other than Level 1 prices, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy must be determined based on the lowest level input that is significant to the fair value measurement. An assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, net, accounts payable, accrued expenses and other current liabilities, long-term debt, interest rate swaps and warrant liabilities. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other current liabilities approximates fair value due to the short-term nature of those instruments. See Note 10. Fair Value Measurements for additional information on assets and liabilities measured at fair value. |
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 Company’s chief operating decision maker (“CODM”) in allocating resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. In the fourth quarter of 2022, the Company determined that the Drivetrain and XL Grid operations were discontinued operations which resulted in the Company having one operating segment that constitutes selling electricity through residential solar energy systems or through residual ownership in master lease agreements. |
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 with 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 that 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 | Recent Accounting Pronouncements In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , (“ASU 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with ASC 606. ASU 2021-08 is effective for the Company beginning January 1, 2023. The Company adopted this ASU effective January 1, 2023 and prospectively accounts for its customer contracts acquired in the Legacy Spruce Power acquisition (See Note 3. Business Combinations) in accordance with ASC 606. 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, amended the requirement on the measurement and recognition of expected credit losses for financial assets held, replaced the incurred loss model for financial assets measured at amortized cost, and required 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 Company adopted this ASU effective January 1, 2023 using the modified retrospective approach for its trade accounts receivable, which resulted in a cumulative-effect adjustment to stockholders' equity of approximately $1.3 million as of that date. Results for reporting periods prior to January 1, 2023 continue to be presented in accordance with previously applicable GAAP, while results for subsequent reporting periods are presented under ASC 326. The following table presents the impact of the adoption of ASU 2016-13 on the unaudited condensed consolidated balance sheets as of January 1, 2023: (Amounts in thousands) Accounts Receivable, Net Balance at beginning of period (pre-ASC 326 adoption) $ 8,336 Impact of ASC 326 adoption 1,285 Balance at beginning of period (post-ASC 326 adoption) $ 9,621 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 reflected on the unaudited condensed consolidated balance sheets to the total amounts shown in the unaudited condensed consolidated statements of cash flows for the end of the periods: As of (Amounts in thousands) June 30, 2023 June 30, 2022 Cash and cash equivalents $ 162,749 $ 322,371 Restricted cash 29,361 150 Total cash, cash equivalents and restricted cash $ 192,110 $ 322,521 |
Changes in financing receivables for accounting standards update | The following table presents the changes in the allowance for credit losses recorded against accounts receivable, net on the unaudited condensed consolidated balance sheets: As of (Amounts in thousands) June 30, 2023 December 31, 2022 Balance at beginning of period $ 12,164 $ 12,164 Impact of ASC 326 adoption (1,285) — Write-off of uncollectible accounts (661) Provision for current expected credit losses 1,104 — Balance at end of period $ 11,322 $ 12,164 |
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 Property and equipment consisted of the following at June 30, 2023 and December 31, 2022: As of (Amounts in thousands) June 30, 2023 December 31, 2022 Solar energy systems $ 493,278 $ 401,754 Less: Accumulated depreciation (17,957) (5,928) Solar energy systems, net $ 475,321 $ 395,826 Equipment $ 19 $ 48 Furniture and fixtures 260 294 Computers and related equipment 185 222 Software 8 6 Leasehold improvements 60 65 Gross other property and equipment 532 635 Less: Accumulated depreciation (165) (293) Other property and equipment, net $ 367 $ 342 Property and equipment, net $ 475,688 $ 396,168 |
Schedule of accrued warranty liability | The following is a rollforward of the Company’s accrued warranty liability: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Balance at the beginning of the period $ 627 $ 2,403 $ 1,125 $ 2,547 Accrual for warranties issued — 7 — 35 Transfer of inventory to servicers — — (498) — Accrual related to World Energy (25) — (25) — Warranty fulfillment charges — (84) — (256) Balance at the end of the period $ 602 $ 2,326 $ 602 $ 2,326 |
Disaggregation of revenue | The following table presents the detail of the Company’s revenues as reflected within the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2023 PPA revenues $ 12,234 $ 19,361 SLA revenues 7,025 14,947 Solar renewable energy credit revenues 1,662 3,196 Government incentives 72 96 Servicing revenues 112 225 Intangibles amortization, unfavorable solar renewable energy agreements 976 1,419 Other revenue 732 1,664 Total $ 22,813 $ 40,908 |
Impact of adoption of ASU 2016-13 | The following table presents the impact of the adoption of ASU 2016-13 on the unaudited condensed consolidated balance sheets as of January 1, 2023: (Amounts in thousands) Accounts Receivable, Net Balance at beginning of period (pre-ASC 326 adoption) $ 8,336 Impact of ASC 326 adoption 1,285 Balance at beginning of period (post-ASC 326 adoption) $ 9,621 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 acquisition of Legacy Spruce Power, as adjusted, during the measurement period: (Amounts in thousands) Initial Purchase Price Allocation Measurement Period Adjustments Updated Purchase Price Allocation Total purchase consideration: Cash, net of cash acquired, and restricted cash $ 32,585 $ — $ 32,585 Allocation of consideration to assets acquired and liabilities assumed: Accounts receivable, net 10,995 — 10,995 Prepaid expenses and other current assets 6,768 (2,405) 4,363 Solar energy systems 406,298 89,268 495,566 Other property and equipment 337 — 337 Intangible assets — 11,980 11,980 Interest rate swap assets 26,698 — 26,698 Right-of-use asset 3,279 (328) 2,951 Other assets 358 (102) 256 Goodwill 158,636 (129,879) 28,757 Accounts payable (2,620) (22) (2,642) Unfavorable solar renewable energy agreements — (10,500) (10,500) Accrued expenses (13,061) (241) (13,302) Lease liability (3,382) 42 (3,340) Long-term debt (510,002) 2,772 (507,230) Other liabilities (335) 292 (43) Redeemable noncontrolling interests and noncontrolling interests (51,384) 39,123 (12,261) Total assets acquired and liabilities assumed $ 32,585 $ — $ 32,585 |
Schedule of acquired finite-lived intangible assets | The gross intangibles acquired are amortized over their respective estimated useful lives as follows: (Amounts in thousands) Asset Liability Estimated Life (in years) Solar renewable energy agreements $ 340 $ 10,500 3 to 6 Performance based incentives agreements $ 3,240 $ — 13 Trade name $ 8,400 $ — 30 Total intangibles acquired $ 11,980 $ 10,500 |
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 six months ended June 30, 2022: Three Months Ended Six Months Ended (Amounts in thousands, except per share data) June 30, 2022 Revenues $ 22,204 $ 39,195 Net income from continuing operations $ 3,369 $ 14,018 Net loss from discontinued operations (4,851) (20,794) Net loss $ (1,482) $ (6,776) Per share amounts: Net income from continuing operations - basic and diluted $ 0.02 $ 0.10 Net loss from discontinued operations - basic and diluted $ (0.03) $ (0.15) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
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 Property and equipment consisted of the following at June 30, 2023 and December 31, 2022: As of (Amounts in thousands) June 30, 2023 December 31, 2022 Solar energy systems $ 493,278 $ 401,754 Less: Accumulated depreciation (17,957) (5,928) Solar energy systems, net $ 475,321 $ 395,826 Equipment $ 19 $ 48 Furniture and fixtures 260 294 Computers and related equipment 185 222 Software 8 6 Leasehold improvements 60 65 Gross other property and equipment 532 635 Less: Accumulated depreciation (165) (293) Other property and equipment, net $ 367 $ 342 Property and equipment, net $ 475,688 $ 396,168 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The following table presents the detail of intangible assets, net as recorded in the unaudited condensed consolidated balance sheets: As of (Amounts in thousands) June 30, 2023 Intangible assets: Solar renewable energy agreements $ 340 Performance based incentives agreements 3,240 Trade name 8,400 Less: Accumulated amortization (1,427) Intangible assets, net $ 10,553 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of accrued liabilities | Accrued expenses and other current liabilities consisted of the following at June 30, 2023 and December 31, 2022: As of (Amounts in thousands) June 30, December 31, Accrued interest $ 8,278 $ 6,586 Professional fees 2,156 1,749 Accrued contingencies (See Note 15 Commitments and Contingencies) — 2,300 Accrued obligations 2,002 — Accrued compensation and related benefits 1,744 6,526 Accrued expenses, other 3,682 3,696 Accrued taxes, stock-based compensation 1,269 — Accrued settlements 387 451 Deferred purchase price consideration, World Energy 3 201 Accrued expenses and other current liabilities $ 19,521 $ 21,509 |
Other current liabilities | Accrued expenses and other current liabilities consisted of the following at June 30, 2023 and December 31, 2022: As of (Amounts in thousands) June 30, December 31, Accrued interest $ 8,278 $ 6,586 Professional fees 2,156 1,749 Accrued contingencies (See Note 15 Commitments and Contingencies) — 2,300 Accrued obligations 2,002 — Accrued compensation and related benefits 1,744 6,526 Accrued expenses, other 3,682 3,696 Accrued taxes, stock-based compensation 1,269 — Accrued settlements 387 451 Deferred purchase price consideration, World Energy 3 201 Accrued expenses and other current liabilities $ 19,521 $ 21,509 |
ROU Assets and Lease Liabilit_2
ROU Assets and Lease Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 each period end: As of (Amounts in thousands) June 30, December 31, Operating leases: Right-of-use assets $ 4,468 $ 2,686 Lease liability, current $ 651 $ 781 Lease liability, non-current $ 4,544 $ 2,365 Finance leases: Right-of-use assets $ 31 $ 116 Lease liability, current $ 55 $ 53 Lease liability, non-current $ 38 $ 61 |
Schedule of other information related to leases | Other information related to leases is presented below: Three Months Ended Six Months Ended (Amounts in thousands) 2023 2022 2023 2022 Other information: Operating lease cost $ 95 $ 465 $ 416 $ 534 Variable lease cost $ 134 $ — $ 229 $ — Sublease income $ 54 $ — $ 129 $ — Operating cash flows from operating right-of-use assets $ 229 $ — $ 646 $ 438 Remeasurement of operating right-of-use assets $ 759 $ — $ 759 $ — During the three months ended June 30, 2023, the Company remeasured its operating right-of-use assets due to a change in the lease terms of the underlying leases, resulting in a net increase in the right-of-use assets and lease liabilities by approximately $0.8 million. In addition, during the three months ended June 30, 2023, one of the Company's operating leases was assumed by a third party, resulting in the settlement of the lease liability of approximately $1.2 million (presented in the unaudited condensed consolidated statements of cash flows) and recognition of a gain of approximately $0.1 million included within gain on disposal of assets in the unaudited condensed consolidated statements of operations. As of June 30, December 31, Weighted-average remaining lease term – operating leases (in months) 78.8 49.8 Weighted-average discount rate – operating leases 6.9 % 2.9 % |
Schedule of annual minimum lease payments of our operating lease liabilities | As of June 30, 2023, the annual minimum lease payments of the Company’s operating lease liabilities were as follows (in thousands): For The Years Ending December 31, 2023 (excluding the six months ended June 30, 2023) $ 486 2024 961 2025 868 2026 870 2027 883 Total future minimum lease payments, undiscounted 6,641 Less: Imputed interest (1,446) Present value of future minimum lease payments $ 5,195 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values private warrants were valued using a black-scholes model | The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Assumptions for Assets and Liabilities Measured at Fair Value on a Recurring Basis Input June 30, 2023 December 31, 2022 Risk-free rate 4.69 % 1.11 % Remaining term in years 2.47 3.98 Expected volatility 80.1 % 88.8 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 0.81 $ 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 (Amounts in thousands) Level I Level II Level III Total Asset: Interest rate swaps $ — $ 35,458 $ — $ 35,458 Liabilities: Debt $ — $ 613,364 $ — $ 613,364 Private Warrants — — 109 109 Total $ — $ 613,364 $ 109 $ 613,473 Fair Value Measurements as of (Amounts in thousands) Level I Level II Level III Total Asset: Interest rate swaps $ — $ 32,252 $ — $ 32,252 Liabilities: Debt $ — $ 499,755 $ — $ 499,755 Private Warrants — — 256 256 Fair value of obligation to issue shares of common stock to sellers of World Energy — — 151 151 Total $ — $ 499,755 $ 407 $ 500,162 |
Schedule of roll forward of the Company’s Level 3 instruments | The following is a rollforward of the Company’s Level 3 liability instruments: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 (Amounts in thousands) Balance at the beginning of the period $ 142 $ 407 Fair value adjustments – warrant liability (33) (147) Share settlement of World Energy liability — (151) Balance at the end of the period $ 109 $ 109 |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Average Weighted Average Remaining Contractual Term Outstanding at December 31, 2022 6,091,271 $ 1.39 2.7 Granted — — Exercised (1,974,772) 0.24 Cancelled or forfeited (630,382) 6.44 Outstanding at June 30, 2023 3,486,117 $ 1.14 3.2 Exercisable at June 30, 2023 3,422,297 $ 1.10 3.2 |
Schedule of fair value of restricted stock awards | Restricted stock units activity during the six months ended June 30, 2023 was as follows: Number of Weighted Average Grant Date Fair Value Per Share Non-vested, at December 31, 2022 9,832,707 $ 1.30 Granted 5,227,402 0.81 Vested (3,587,346) 1.57 Cancelled or forfeited (1,624,916) 1.38 Non-vested, at June 30, 2023 9,847,847 $ 1.00 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest and Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Summary of noncontrolling interests | The following table summarizes redeemable noncontrolling interest and noncontrolling interests as of June 30, 2023: Tax Equity Entity Date Class A Member Admitted Redeemable noncontrolling interest: Level Solar Fund IV LLC December 2016 Noncontrolling interests: ORE F4 Holdco, LLC August 2014 Volta Solar Owner II, LLC August 2017 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the activity during the three and six months ended June 30, 2023 for the Company's restructuring liability related to employee termination charges due to reduction in workforce efforts that commenced in late 2022. There was no such liability outstanding as of June 30, 2022. (Amounts in thousands) Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Balance at the beginning of the period $ 1,174 $ 3,429 Employee termination charges — 723 Payments made during the period (1,174) (4,152) Balance, June 30, 2023 $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 six months period ended June 30, 2023, and 2022: Three Months Ended Six Months Ended (Amounts in thousands, except share data) 2023 2022 2023 2022 Numerator: Net income (loss) attributable to stockholders $ 3,065 $ (12,698) $ (16,330) $ (28,775) Denominator: Weighted average shares outstanding, basic 148,894,058 142,247,590 147,687,578 141,760,478 Dilutive effect of stock options and restricted stock units 12,712,600 — — — Weighted average shares outstanding, diluted 161,606,658 142,247,590 147,687,578 141,760,478 Net income (loss) attributable to stockholders per share, basic $ 0.02 $ (0.09) $ (0.11) $ (0.20) Net income (loss) attributable to stockholders per share, diluted $ 0.02 $ (0.09) $ (0.11) $ (0.20) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of financial information regarding discontinued operations | The following table provides supplemental detail of the Company’s discontinued operations contained within the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, (Amounts in thousands) 2023 2022 2023 2022 Net income (loss) from discontinued operations: XL Grid $ — $ (1,453) $ — $ (2,894) Drivetrain (183) $ (3,398) $ (4,049) $ (9,294) Impairment of goodwill — — — (8,606) Total $ (183) $ (4,851) $ (4,049) $ (20,794) XL Grid The following table presents financial results of XL Grid operations: Three Months Ended Six Months Ended (Amounts in thousands) 2023 2022 2023 2022 Revenues $ — $ 2,202 $ 149 $ 6,367 Operating expenses: Cost of revenues - inventory and other direct costs — 1,529 148 4,517 Loss on asset disposal — — (742) — Selling, general, and administrative expenses — 2,126 743 4,744 Total operating expenses — 3,655 149 9,261 Net loss from discontinued operations $ — $ (1,453) $ — $ (2,894) Drivetrain The following table presents financial results of Drivetrain operations: Three Months Ended Six Months Ended (Amounts in thousands) 2023 2022 2023 2022 Revenues $ 12 $ 808 $ 20 $ 1,406 Operating expenses: Cost of revenues - inventory and other direct costs 168 916 29 3,124 Engineering, research, and development — 2,404 — 5,393 Selling, general, and administrative expenses — 902 — 2,199 Other 27 (16) 4,040 (16) Total operating expenses 195 4,206 4,069 10,700 Net loss from discontinued operations $ (183) $ (3,398) $ (4,049) $ (9,294) The following table presents aggregate carrying amounts of assets and liabilities of discontinued operations contained within the unaudited condensed consolidated balance sheets: As of (Amounts in thousands) June 30, 2023 December 31, 2022 Assets from discontinued operations: Drivetrain $ 37 $ 3,604 XL Grid — 7,373 Total assets from discontinued operations $ 37 $ 10,977 Liabilities from discontinued operations: Drivetrain $ 191 $ 5,743 XL Grid — 3,648 Total liabilities from discontinued operations $ 191 $ 9,391 |
Organization and Description _2
Organization and Description of Business (Details) customer in Thousands, contract in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 customer | Jun. 30, 2022 employee | Jun. 30, 2023 contract | Sep. 09, 2022 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Number of employees | employee | 50 | |||
Number Of Home Solar Assets And Contracts | contract | 72 | |||
Spruce Power | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Number of customers | customer | 51 | |||
Percentage of membership interests acquired | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jan. 01, 2023 | Dec. 31, 2022 | Sep. 09, 2022 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||||||||
Restricted cash | $ 29,361,000 | $ 150,000 | $ 29,361,000 | $ 150,000 | $ 19,800,000 | |||
Impairment of long-lived assets | 0 | 0 | ||||||
Goodwill, Impairment Loss | $ 0 | $ 8,600,000 | ||||||
Public warrants exercised (in shares) | 4,233,333 | |||||||
Exercise price (in dollars per share) | $ 11.50 | |||||||
Warranty period | 3 years | |||||||
Limited-assurance-type warranty, term | 1 year | |||||||
Limited-assurance-type warranty, run off | 18 months | 18 months | ||||||
Effective income tax rate | 0% | 0% | 0% | 0% | ||||
Accounts receivable, net | $ 13,565,000 | $ 13,565,000 | $ 8,336,000 | 8,336,000 | ||||
Solar Renewable Energy Certificates | ||||||||
Concentration Risk [Line Items] | ||||||||
Inventory, net | $ 0 | $ 0 | 0 | |||||
Minimum | ||||||||
Concentration Risk [Line Items] | ||||||||
Useful life of intangible assets | 3 years | 3 years | ||||||
Useful life of intangible liabilities | 3 years | |||||||
Maximum | ||||||||
Concentration Risk [Line Items] | ||||||||
Useful life of intangible assets | 30 years | 30 years | ||||||
Useful life of intangible liabilities | 6 years | |||||||
Impact of ASC 326 adoption | ||||||||
Concentration Risk [Line Items] | ||||||||
Accounts receivable, net | $ 1,285,000 | |||||||
Energy Equipment | ||||||||
Concentration Risk [Line Items] | ||||||||
Useful life | 30 years | 30 years | ||||||
Depreciation expense | $ 5,600,000 | $ 0 | $ 11,600,000 | $ 0 | ||||
Other Property and Equipment | ||||||||
Concentration Risk [Line Items] | ||||||||
Depreciation expense | 100,000 | $ 200,000 | 100,000 | $ 400,000 | ||||
Restrictions Based On Financing Agreements And Consolidated VIEs | ||||||||
Concentration Risk [Line Items] | ||||||||
Restricted cash | $ 29,200,000 | $ 29,200,000 | $ 19,700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of reconciliation of cash, cash equivalents, and restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 162,749 | $ 220,321 | $ 322,371 | |
Restricted cash | 29,361 | 19,800 | 150 | |
Total cash, cash equivalents and restricted cash | $ 192,110 | $ 240,144 | $ 322,521 | $ 351,826 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Changes in allowance for credit losses for accounting standards update (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 12,164 | $ 12,164 |
Write-off of uncollectible accounts | (661) | |
Provision for current expected credit losses | 1,104 | 0 |
Balance at end of period | 11,322 | 12,164 |
Impact of ASC 326 adoption | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ (1,285) | 0 |
Balance at end of period | $ (1,285) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of property, plant and equipment useful life (Details) | Jun. 30, 2023 |
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_8
Summary of Significant Accounting Policies - Schedule of warranty accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||||||
Balance at the beginning of the period | $ 602 | $ 2,326 | $ 602 | $ 2,326 | $ 627 | $ 1,125 | $ 2,403 | $ 2,547 |
Accrual for warranties issued | 0 | 0 | 0 | 35 | ||||
Transfer of inventory to servicers | 0 | 7 | (498) | 0 | ||||
Accrual related to World Energy | (25) | 0 | (25) | 0 | ||||
Warranty fulfillment charges | 0 | (84) | 0 | (256) | ||||
Balance at the end of the period | $ 602 | $ 2,326 | $ 602 | $ 2,326 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 22,813 | $ 0 | $ 40,908 | $ 0 |
PPA revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,234 | 19,361 | ||
SLA revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,025 | 14,947 | ||
Solar renewable energy credit revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,662 | 3,196 | ||
Government incentives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 72 | 96 | ||
Servicing revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 112 | 225 | ||
Intangibles amortization, unfavorable solar renewable energy agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 976 | 1,419 | ||
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 732 | $ 1,664 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Impact of ASU 2016-13 adoption (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, net | $ 13,565 | $ 8,336 | $ 8,336 |
Impact of ASC 326 adoption | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, net | 1,285 | ||
Balance at beginning of period (post-ASC 326 adoption) | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, net | $ 9,621 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 09, 2022 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Cash paid to acquire SEMTH assets, net of cash acquired | $ 23,360 | $ 0 | ||
Noncontrolling interest, fair value adjustment | $ (5,500) | |||
Redeemable noncontrolling interest, fair value adjustment | 200 | |||
Adjustment to additional paid in capital | $ (1,800) | |||
Ampere Solar Owner IV, LLC, ORE F5A HoldCo, LLC, ORE F6 HoldCo, LLC, RPV Fund 11 LLC, RPV Fund 13 LLC, Sunserve Residential Solar I, LLC and Level Solar Fund III, LLC | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Ownership interest, percentage | 100% | |||
Legacy Spruce Power | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Cash paid to acquire SEMTH assets, net of cash acquired | $ 32,600 | |||
Payment to acquire business, gross | 61,800 | |||
Cash acquired from acquisition | 29,200 | |||
Spruce Power | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Cash paid to acquire SEMTH assets, net of cash acquired | $ 32,585 | $ 32,585 | ||
Estimated Life (in years) | 16 years | |||
Spruce Power | Sales | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effect of adjustments due to change in provisional amounts | $ (400) | |||
Effect of adjustments related to prior periods due to change in provisional amounts | (500) | |||
Spruce Power | Depreciation | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effect of adjustments due to change in provisional amounts | 1,900 | |||
Effect of adjustments related to prior periods due to change in provisional amounts | 900 | |||
Spruce Power | Intangibles amortization, unfavorable solar renewable energy agreements | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effect of adjustments due to change in provisional amounts | 400 | |||
Effect of adjustments related to prior periods due to change in provisional amounts | $ 300 |
Business Combinations - Schedul
Business Combinations - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | 10 Months Ended | |||
Sep. 09, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Total purchase consideration: | |||||
Cash, net of cash acquired, and restricted cash | $ 23,360 | $ 0 | |||
Allocation of consideration to assets acquired and liabilities assumed: | |||||
Goodwill | 28,757 | $ 28,757 | $ 128,548 | ||
Spruce Power | |||||
Total purchase consideration: | |||||
Cash, net of cash acquired, and restricted cash | $ 32,585 | 32,585 | |||
Allocation of consideration to assets acquired and liabilities assumed: | |||||
Accounts receivable, net | 10,995 | 10,995 | 10,995 | ||
Prepaid expenses and other current assets | 6,768 | 4,363 | 4,363 | ||
Solar energy systems | 406,298 | 495,566 | 495,566 | ||
Other property and equipment | 337 | 337 | 337 | ||
Intangible assets | 0 | 11,980 | 11,980 | ||
Interest rate swap assets | 26,698 | 26,698 | 26,698 | ||
Right-of-use asset | 3,279 | 2,951 | 2,951 | ||
Other assets | 358 | 256 | 256 | ||
Goodwill | 158,636 | 28,757 | 28,757 | ||
Accounts payable | (2,620) | (2,642) | (2,642) | ||
Unfavorable solar renewable energy agreements | 0 | (10,500) | (10,500) | ||
Accrued expenses | (13,061) | (13,302) | (13,302) | ||
Lease liability | (3,382) | (3,340) | (3,340) | ||
Long-term debt | (510,002) | (507,230) | (507,230) | ||
Other liabilities | (335) | (43) | (43) | ||
Redeemable noncontrolling interests and noncontrolling interests | (51,384) | (12,261) | (12,261) | ||
Total assets acquired and liabilities assumed | $ 32,585 | $ 32,585 | 32,585 | ||
Measurement Period Adjustments | |||||
Prepaid expenses and other current assets | (2,405) | ||||
Solar energy systems | 89,268 | ||||
Intangible assets | 11,980 | ||||
Right-of-use asset | (328) | ||||
Other assets | (102) | ||||
Goodwill | (129,879) | ||||
Accounts payable | (22) | ||||
Unfavorable solar renewable energy agreements | (10,500) | ||||
Accrued expenses | (241) | ||||
Lease liability | 42 | ||||
Long-term debt | 2,772 | ||||
Other liabilities | 292 | ||||
Redeemable noncontrolling interests and noncontrolling interests | 39,123 | ||||
Total assets acquired and liabilities assumed | $ 0 |
Business Combinations - Sched_2
Business Combinations - Schedule of Acquired Finite-Lived Intangible Assets (Details) $ in Thousands | Sep. 09, 2022 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Asset | $ 11,980 |
Liability | $ 10,500 |
Spruce Power | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Life (in years) | 16 years |
Spruce Power | Solar renewable energy agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Asset | $ 340 |
Liability | $ 10,500 |
Spruce Power | Solar renewable energy agreements | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Life (in years) | 6 years |
Spruce Power | Performance based incentives agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Asset | $ 3,240 |
Liability | $ 0 |
Estimated Life (in years) | 13 years |
Spruce Power | Performance based incentives agreements | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Life (in years) | 3 years |
Spruce Power | Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Asset | $ 8,400 |
Liability | $ 0 |
Estimated Life (in years) | 30 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenues | $ 22,204 | $ 39,195 |
Net income from continuing operations | 3,369 | 14,018 |
Net loss | $ (1,482) | $ (6,776) |
Net loss from continuing operations - basic (in dollars per share) | $ 0.02 | $ 0.10 |
Net loss from discontinued operations - basic (in dollars per share) | $ (0.03) | $ (0.15) |
Spruce Power | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net loss from discontinued operations | $ (4,851) | $ (20,794) |
Acquisition of Master lease a_2
Acquisition of Master lease agreement (SEMTH) (Details) $ in Thousands | Mar. 23, 2023 USD ($) lease | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Asset Acquisition [Line Items] | |||
Investments under SEMTH master lease agreement | $ 146,627 | $ 0 | |
SS Holdings 2017 and subsidiaries (SMETH) | |||
Asset Acquisition [Line Items] | |||
Term of use rights to customer payment stream | 20 years | ||
Number of customers | lease | 22,500 | ||
Payment to acquire use rights | $ 23,000 | ||
Senior indebtedness assumed | 125,000 | ||
Investments under SEMTH master lease agreement | $ 146,900 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 475,688 | $ 396,168 |
Gross other property and equipment | 532 | 635 |
Less: Accumulated depreciation | (165) | (293) |
Other property and equipment, net | 367 | 342 |
Solar energy systems | ||
Property, Plant and Equipment [Line Items] | ||
Solar energy systems | 493,278 | 401,754 |
Less: Accumulated depreciation | (17,957) | (5,928) |
Property and equipment, net | 475,321 | 395,826 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross other property and equipment | 19 | 48 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Gross other property and equipment | 260 | 294 |
Computer and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross other property and equipment | 185 | 222 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Gross other property and equipment | 8 | 6 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross other property and equipment | $ 60 | $ 65 |
Intangible Assets, net (Details
Intangible Assets, net (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Less: Accumulated amortization | $ (1,427) |
Intangible assets, net | 10,553 |
Solar renewable energy agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets: | 340 |
Performance based incentives agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets: | 3,240 |
Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets: | $ 8,400 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued interest | $ 8,278 | $ 6,586 |
Professional fees | 2,156 | 1,749 |
Accrued contingencies (See Note 15 Commitments and Contingencies) | 0 | 2,300 |
Accrued obligations | 2,002 | 0 |
Accrued compensation and related benefits | 1,744 | 6,526 |
Accrued expenses, other | 3,682 | 3,696 |
Accrued taxes, stock-based compensation | 1,269 | 0 |
Accrued settlements | 387 | 451 |
Deferred purchase price consideration, World Energy | 3 | 201 |
Accrued expenses and other current liabilities | $ 19,521 | $ 21,509 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 10, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 09, 2022 | |
Secured Debt | Deutsche Bank AG Credit Agreement | SET Borrower 2022, LLC | ||||
Debt Instrument [Line Items] | ||||
Principal balance | $ 125,000 | |||
Secured Debt | Deutsche Bank AG Credit Agreement | SET Borrower 2022, LLC | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Applicable margin through the first twelve months | 2.25% | |||
Applicable margin for months thirteen through eighteen | 2.50% | |||
Applicable margin for months nineteen through twenty four | 2.75% | |||
Applicable margin after twenty four months through maturity | 3% | |||
Interest rate as of period end | 7.16% | 7.16% | ||
Legacy Spruce Power | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ (507,200) | $ (507,200) | ||
Fair value of long-term debt | $ 35,200 | |||
Fair value adjustment of amortization of long-term debt | $ 1,500 | $ 2,900 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Right-of-use assets | $ 4,499 | $ 2,802 |
Lease liability, current | 706 | 834 |
Lease liability, non-current | 4,582 | 2,426 |
Office Space and R&D and Manufacturing Facilities | ||
Operating leases: | ||
Right-of-use assets | 4,468 | 2,686 |
Lease liability, current | 651 | 781 |
Lease liability, non-current | 4,544 | 2,365 |
Finance leases: | ||
Right-of-use assets | 31 | 116 |
Lease liability, current | 55 | 53 |
Lease liability, non-current | $ 38 | $ 61 |
ROU Assets and Lease Liabilit_4
ROU Assets and Lease Liabilities - Schedule of other information related to leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Operating lease cost | $ 95 | $ 465 | $ 416 | $ 534 | |
Variable lease cost | 134 | 0 | 229 | 0 | |
Sublease income | 54 | 0 | 129 | 0 | |
Operating cash flows from operating right-of-use assets | 229 | 0 | 646 | 438 | |
Remeasurement of operating right-of-use assets | 759 | $ 0 | 759 | 0 | |
Settlement of operating lease liability | 1,200 | $ 1,170 | $ 474 | ||
Gain (loss) on termination of lease | $ 100 | ||||
Weighted-average remaining lease term – operating leases (in months) | 78 years 9 months 18 days | 78 years 9 months 18 days | 49 years 9 months 18 days | ||
Weighted-average discount rate – operating leases | 6.90% | 6.90% | 2.90% |
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 | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (excluding the six months ended June 30, 2023) | $ 486 |
2024 | 961 |
2025 | 868 |
2026 | 870 |
2027 | 883 |
Total future minimum lease payments, undiscounted | 6,641 |
Less: Imputed interest | (1,446) |
Present value of future minimum lease payments | $ 5,195 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair values private warrants were valued using a Black-Scholes model (Details) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Risk-free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, risk-free interest rate, expected volatility | 0.0469 | 0.0111 | |
Remaining term in years | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Remaining term in years | 3 years 11 months 23 days | 2 years 5 months 19 days | |
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, risk-free interest rate, expected volatility | 0.801 | 0.888 | |
Exercise price (in dollars per share) | |||
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 (in dollars per share) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, risk-free interest rate, expected volatility | 0.81 | 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 | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Debt | $ 613,364 | $ 499,755 |
Private Warrants | 109 | 256 |
Fair value of obligation to issue shares of common stock to sellers of World Energy | 151 | |
Total | 613,473 | 500,162 |
Interest rate swaps | ||
Assets | ||
Interest rate swaps | 35,458 | 32,252 |
Level I | ||
Liabilities: | ||
Debt | 0 | 0 |
Private Warrants | 0 | 0 |
Fair value of obligation to issue shares of common stock to sellers of World Energy | 0 | |
Total | 0 | 0 |
Level I | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 0 | 0 |
Level II | ||
Liabilities: | ||
Debt | 613,364 | 499,755 |
Private Warrants | 0 | 0 |
Fair value of obligation to issue shares of common stock to sellers of World Energy | 0 | |
Total | 613,364 | 499,755 |
Level II | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 35,458 | 32,252 |
Level III | ||
Liabilities: | ||
Debt | 0 | 0 |
Private Warrants | 109 | 256 |
Fair value of obligation to issue shares of common stock to sellers of World Energy | 151 | |
Total | 109 | 407 |
Level III | Interest rate swaps | ||
Assets | ||
Interest rate swaps | $ 0 | $ 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of roll forward of the Company's Level 3 instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value adjustments – warrant liability | $ 33 | $ 1,783 | $ 148 | $ 4,500 |
Level III | Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 142 | 407 | ||
Fair value adjustments – warrant liability | (33) | (147) | ||
Share settlement of World Energy liability | 0 | (151) | ||
Ending balance | $ 109 | $ 109 |
Share-Based Compensation Expe_3
Share-Based Compensation Expense - Narrative (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 09, 2022 | |
Share-Based Compensation Expense (Details) [Line Items] | ||||||
Share-based compensation expense | $ 800,000 | $ 1,100,000 | $ 1,600,000 | $ 1,500,000 | ||
Unrecognized compensation cost | 9,200,000 | 9,200,000 | ||||
Aggregate intrinsic value of stock options outstanding | 1,600,000 | $ 1,600,000 | ||||
Share-Based Payment Arrangement, Option | ||||||
Share-Based Compensation Expense (Details) [Line Items] | ||||||
Period of recognition for share-based compensation expense | 3 years 4 months 24 days | |||||
Restricted Stock Units | ||||||
Share-Based Compensation Expense (Details) [Line Items] | ||||||
Granted (in shares) | 5,227,402 | |||||
Restricted Stock Units | Director | ||||||
Share-Based Compensation Expense (Details) [Line Items] | ||||||
Vesting period | 4 years | |||||
Ladder RSUs | ||||||
Share-Based Compensation Expense (Details) [Line Items] | ||||||
Share-based compensation expense | $ 100,000 | $ 0 | $ 200,000 | $ 0 | ||
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 rate | 0% | |||||
Ladder RSUs | President | ||||||
Share-Based Compensation Expense (Details) [Line Items] | ||||||
Granted (in shares) | 1,666,666 | |||||
Percentage vesting in increments certified by Plan administrator | 10% | |||||
Expiration period of grant | 10 years | |||||
Minimum | Share-Based Payment Arrangement, Option | ||||||
Share-Based Compensation Expense (Details) [Line Items] | ||||||
Vesting period | 1 year | |||||
Maximum | Share-Based Payment Arrangement, Option | ||||||
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) - $ / shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 | Jun. 30, 2023 | |
Shares | ||
Outstanding, beginning balance (in shares) | 6,091,271 | 6,091,271 |
Granted (in shares) | 0 | |
Exercised (in shares) | (1,974,772) | |
Cancelled or forfeited (in shares) | (630,382) | |
Outstanding, ending balance (in shares) | 3,486,117 | |
Exercisable (in shares) | 3,422,297 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in usd per share) | $ 1.39 | $ 1.39 |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 0.24 | |
Cancelled or forfeited (in usd per share) | 6.44 | |
Outstanding, ending balance (in usd per share) | 1.14 | |
Exercisable (in usd per share) | $ 1.10 | |
Weighted Average Remaining Contractual Term, Beginning balance | 2 years 8 months 12 days | |
Weighted Average Remaining Contractual Term, Ending balance | 3 years 2 months 12 days | |
Weighted Average Remaining Contractual Term, Exercisable | 3 years 2 months 12 days |
Share-Based Compensation Expe_5
Share-Based Compensation Expense - Schedule of restricted stock awards and restricted stock units (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested, beginning of period (in shares) | shares | 9,832,707 |
Granted (in shares) | shares | 5,227,402 |
Vested (in shares) | shares | (3,587,346) |
Cancelled or forfeited (in shares) | shares | (1,624,916) |
Non-vested, end of period (in shares) | shares | 9,847,847 |
Share Based Compensation Arrangement By Share Based Payment Award, Non Option Equity Instruments, Weighted Average Fair Value [Roll Forward] | |
Non-vested, beginning of period (in dollars per share) | $ / shares | $ 1.30 |
Granted (in dollars per share) | $ / shares | 0.81 |
Vested (in dollars per share) | $ / shares | 1.57 |
Cancelled or forfeited (in dollars per share) | $ / shares | 1.38 |
Non-vested, ending of period (in dollars per share) | $ / shares | $ 1 |
Interest Rate Swaps - Narrative
Interest Rate Swaps - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative [Line Items] | ||||
Percent of floating rate term loans covered | 96% | 96% | ||
Change in fair value of interest rate swaps | $ 9,190 | $ 0 | $ 3,602 | $ 0 |
Interest rate swaps | Other Operating Income (Expense) | ||||
Derivative [Line Items] | ||||
Change in fair value of interest rate swaps | (9,200) | 3,600 | ||
Interest rate swaps | Interest Expense | ||||
Derivative [Line Items] | ||||
Change in fair value of interest rate swaps | $ 3,500 | $ 6,000 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest and Noncontrolling Interests (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||
Assets | $ 917,195 | $ 826,552 |
Liabilities | 651,030 | 537,576 |
Variable Interest Entity, Not Primary Beneficiary | ||
Noncontrolling Interest [Line Items] | ||
Assets | 43,300 | 47,800 |
Liabilities | $ 600 | $ 800 |
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% |
Restructuring (Details)
Restructuring (Details) - Employee Severance | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liability | $ 0 | $ 0 |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,174,000 | 3,429,000 |
Employee termination charges | 0 | 723,000 |
Payments made during the period | (1,174,000) | (4,152,000) |
Ending balance | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Sponsorship Commitment (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Jun. 25, 2021 USD ($) | Feb. 24, 2021 | Mar. 31, 2022 | Feb. 28, 2021 USD ($) | Jun. 30, 2023 USD ($) director | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | ||||||
Term of sponsorship agreement | 3 years | |||||
Sponsor fee | $ 500 | |||||
Sponsor fee paid | $ 300 | |||||
Sponsorship fee accrued | $ 300 | |||||
Term of sponsorship agreement cancelled | 2 years | |||||
Incurred costs | $ 0 | |||||
Related Party | ||||||
Other Commitments [Line Items] | ||||||
Number of directors | director | 1 |
Commitment and Contingencies -
Commitment and Contingencies - Legal proceedings (Details) $ in Thousands | Mar. 23, 2023 | Mar. 17, 2023 battery | Feb. 09, 2023 USD ($) | Mar. 31, 2023 segment | Oct. 19, 2021 segment | Mar. 08, 2021 segment |
Other Commitments [Line Items] | ||||||
Gain (loss) related to litigation settlement | $ | $ (2,300) | |||||
BMZ USA INC. | ||||||
Other Commitments [Line Items] | ||||||
Damages sought | 4.5 million | |||||
Plastic Omnium | ||||||
Other Commitments [Line Items] | ||||||
Damages sought | 2.5 million | |||||
Batteries ordered | 1,000 | |||||
Batteries paid | 455 | |||||
Batteries reneged | 545 | |||||
Batteries never delivered | 545 | |||||
New York | ||||||
Other Commitments [Line Items] | ||||||
Number of class action complaints filed | segment | 2 | |||||
Delaware | ||||||
Other Commitments [Line Items] | ||||||
Number of class action complaints filed | segment | 2 | 2 |
Commitment and Contingencies _2
Commitment and Contingencies - Master SREC purchase and sale agreement (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Legacy Spruce Power | Maximum | |
Other Commitments [Line Items] | |
Sale of SERCs, term of certificates (up to) | 20 years |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of numerator and denominator used to calculate basic earnings per share and diluted earnings per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net income (loss) attributable to stockholders | $ 3,065,000 | $ (12,698,000) | $ (16,330,000) | $ (28,775,000) |
Denominator: | ||||
Weighted average shares outstanding, basic (in shares) | 148,894,058 | 142,247,590 | 147,687,578 | 141,760,478 |
Dilutive effect of options, warrants, and restricted stock units (in shares) | $ 12,712,600 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding, diluted (in shares) | 161,606,658 | 142,247,590 | 147,687,578 | 141,760,478 |
Net loss attributable to stockholders per share, basic (in dollars per share) | $ 0.02 | $ (0.09) | $ (0.11) | $ (0.20) |
Net loss attributable to stockholders per share, diluted (in dollars per share) | $ 0.02 | $ (0.09) | $ (0.11) | $ (0.20) |
Discontinued Operations - Summa
Discontinued Operations - Summary of net loss from discontinued operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income (loss) from discontinued operations: | $ (183) | $ (4,851) | $ (4,049) | $ (20,794) |
Impairment of goodwill | 0 | (8,600) | ||
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment of goodwill | 0 | 0 | 0 | (8,606) |
Discontinued Operations | XL Grid | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income (loss) from discontinued operations: | 0 | (1,453) | 0 | (2,894) |
Discontinued Operations | Drivetrain | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income (loss) from discontinued operations: | $ (183) | $ (3,398) | $ (4,049) | $ (9,294) |
Discontinued Operations - Net i
Discontinued Operations - Net income (loss) from discontinued operation by discontinued operation (Details) - Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
XL Grid | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | $ 0 | $ 2,202 | $ 149 | $ 6,367 |
Operating expenses: | ||||
Cost of revenues - inventory and other direct costs | 0 | 1,529 | 148 | 4,517 |
Loss on asset disposal | 0 | 0 | (742) | 0 |
Selling, general, and administrative expenses | 0 | 2,126 | 743 | 4,744 |
Total operating expenses | 0 | 3,655 | 149 | 9,261 |
Net loss from discontinued operations | 0 | (1,453) | 0 | (2,894) |
Drivetrain | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 12 | 808 | 20 | 1,406 |
Operating expenses: | ||||
Cost of revenues - inventory and other direct costs | 168 | 916 | 29 | 3,124 |
Engineering, research, and development | 0 | 2,404 | 0 | 5,393 |
Selling, general, and administrative expenses | 0 | 902 | 0 | 2,199 |
Other | 27 | (16) | 4,040 | (16) |
Total operating expenses | 195 | 4,206 | 4,069 | 10,700 |
Net loss from discontinued operations | $ (183) | $ (3,398) | $ (4,049) | $ (9,294) |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations (Details) - Discontinued Operations - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets from discontinued operations: | ||
Total assets from discontinued operations | $ 37 | $ 10,977 |
Liabilities from discontinued operations: | ||
Total liabilities from discontinued operations | 191 | 9,391 |
Drivetrain | ||
Assets from discontinued operations: | ||
Total assets from discontinued operations | 37 | 3,604 |
Liabilities from discontinued operations: | ||
Total liabilities from discontinued operations | 191 | 5,743 |
XL Grid | ||
Assets from discontinued operations: | ||
Total assets from discontinued operations | 0 | 7,373 |
Liabilities from discontinued operations: | ||
Total liabilities from discontinued operations | $ 0 | $ 3,648 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | May 15, 2023 | |
Equity [Abstract] | |||
Authorized amount of stock repurchase program | $ 50,000 | ||
Treasury stock, acquired (in shares) | 1.9 | 1.9 | |
Shares acquired, average cost (in dollars per share) | $ 0.87 | $ 0.87 | |
Share repurchases | $ 1,614 | $ 1,600 | |
Stock repurchase program, remaining authorized repurchase amount | $ 48,400 | $ 48,400 |
Uncategorized Items - spru-2023
Label | Element | Value |
Increase (Decrease) in Other Noncurrent Liabilities | us-gaap_IncreaseDecreaseInOtherNoncurrentLiabilities | $ 8,000 |
Increase (Decrease) in Other Noncurrent Liabilities | us-gaap_IncreaseDecreaseInOtherNoncurrentLiabilities | $ 0 |