XL Fleet Announces Third Quarter 2022 Financial Results Following Recent Transformational Acquisition of Spruce Power
XL Fleet Corp. (NYSE: XL) reported its third quarter 2022 results, showing significant growth attributed to the acquisition of Spruce Power on September 9, 2022. Total revenue reached $8.4 million, including $5.1 million from Spruce Power's partial-quarter contribution. The company ended the quarter with over 51,000 customers and $240 million in unrestricted cash. However, it faced a net loss of $19.6 million due to increased expenses, including $15 million in transaction costs from the acquisition. The company will change its name to Spruce Power, along with its NYSE ticker symbol to SPRU, effective November 14, 2022.
- Acquisition of Spruce Power enhances market position in residential solar.
- Total revenue increased to $8.4 million from $3.2 million year-over-year.
- Exiting Q3 with $240 million in unrestricted cash bolsters financial stability.
- Over 51,000 customers with substantial gross customer value of $821 million.
- Net loss increased to $19.6 million compared to $12.7 million in Q2 2022.
- SG&A expenses rose significantly to $31.1 million, including legal fees and one-time transaction costs.
Third Quarter 2022 and Recent Highlights
-
Completed transformational acquisition of
Spruce Power , a leader in residential solar, onSeptember 9, 2022 -
Reported total revenue of
in 3Q22, including$8.4 million of partial-quarter contribution from$5.1 million Spruce Power - Exited 3Q22 with more than 51,000 customers; combined portfolio generated 134 million MWh of power in 3Q22
-
PV5 gross customer value of
at the end of the third quarter of 2022$821 million -
Exercised options to buy out remaining equity interests in six residential solar portfolios totaling
$7.7 million -
Exited the third quarter of 2022 with approximately
of unrestricted cash and equivalents on hand$240 million - Progressing on exploration of strategic alternatives for XL Fleet’s legacy Drivetrain business
-
Announced name change to
Spruce Power and NYSE ticker symbol change to SPRU effectiveNovember 14, 2022
Management Commentary & Outlook
“We were proud to have recently completed our transformational acquisition of
“Our team is more enthusiastic than ever about the opportunity to extend and accelerate the growth trajectory we’ve achieved to date,” said
“Financial results for the third quarter of 2022 reflect approximately three weeks of contribution from
Company Name Change to
On
Consolidated Financial Results
Revenue totaled
Selling, general & administrative expenses for the third quarter of 2022 totaled
Adjusted EBITDA totaled
Net loss was
Segment Financial Results
Residential Solar: Revenues totaled
Drivetrain: Revenues totaled
XL Grid: Revenues totaled
Balance Sheet and Capital
Unrestricted cash and cash equivalents as of
Third Quarter 2022 and Recent Operational & Business Updates
-
On
November 4 2022 ,XL Fleet announced that it will change its corporate name toSpruce Power Holding Corporation , effectiveNovember 14, 2022 . The Company will be known asSpruce Power . Additionally, the Company will change its NYSE ticker symbol from “XL” to “SPRU” at the open of market trading onMonday, November 14, 2022 . -
On
September 12, 2022 ,XL Fleet announced the transformational acquisition ofSpruce Power , the largest privately held owner and operator of residential rooftop solar systems in theU.S. at the time of the transaction, with more than 51,000 current customer subscribers. After paying the purchase price and related transaction fees and expenses,XL Fleet had approximately of unrestricted cash and cash equivalents.$240 million
Conference Call Information
The
About
Forward Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to: expectations regarding the growth of the solar industry, home electrification, electric vehicles and distributed energy resources; the ability to successfully integrate the
Use of Non-GAAP Financial Information
To supplement its consolidated financial statements, which are prepared and presented in accordance with
Earnings (loss) Before Interest, Income Taxes, Depreciation, and Amortization (“EBITDA”): We define EBITDA as our consolidated net income (loss) and adding interest expense, income taxes, and depreciation and amortization. We believe EBITDA provides meaningful information to the performance of our business and therefore we use it to supplement our GAAP reporting. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results.
Adjusted EBITDA and Adjusted Net Income (Loss): We believe that adjusted EBITDA and Adjusted Net Income (loss), which excludes certain identified items that we do not consider to be part of our ongoing business, improves the comparability of year to year results, and is representative of our underlying performance. Management uses this information to assess and measure the performance of our operating segments. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the below reconciliations, and to provide an additional measure of performance.
Spruce Power Customers
Subscriber Value Metrics
-
Gross Total Subscriber Value reflects the remaining projected net cash flows from current customers discounted at
5% (“PV5”) - Projected cash flows include the customer’s initial agreement plus renewal
($ in millions) |
As of |
|
Gross Contracted Subscriber Value(1) |
$ |
550 |
Gross Renewal Subscriber Value(2) |
|
253 |
Uncontracted Renewable Energy Credits(3) |
|
18 |
Gross Total Subscriber Value(4) |
$ |
821 |
(1) |
Gross Contracted Subscriber Value represents the present value of the remaining net cash flows discounted at |
|
(2) |
Gross Renewal Subscriber Value is the forecasted net present value the company would receive upon or following the expiration of the initial customer agreement term, but before the 30th anniversary of the system’s activation in the form of cash payments during any applicable renewal period for subscribers as of the measurement date. The company calculates the Gross Renewal Subscriber Value amount at the expiration of the initial contract term assuming either a system purchase or a renewal and a 30-year customer relationship (although the customer may renew for additional years, or purchase the system), at a contract rate equal to |
|
(3) |
Uncontracted sales of solar renewable energy credits (RECs) based on forward market REC pricing curves, adjusted for liquidity discounts. | |
(4) |
Gross Total Subscriber Value represents the sum of Gross Contracted Subscriber Value, Gross Renewal Subscriber Value and Uncontracted Renewable Energy Credits. |
Unaudited Consolidated Statements of Operations
For the Three and Nine Months Ended |
|||||||||||||||
Three Months Ended |
Nine Months Ended |
||||||||||||||
(In thousands, except per share and share amounts) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||
Revenues |
|
8,360 |
|
|
3,200 |
|
|
16,133 |
|
|
7,569 |
|
|||
Cost of revenues |
|
2,701 |
|
|
2,510 |
|
|
10,342 |
|
|
6,633 |
|
|||
Gross loss |
|
5,659 |
|
|
690 |
|
|
5,791 |
|
|
936 |
|
|||
Operating expenses: | |||||||||||||||
Research and development |
|
2,348 |
|
|
3,217 |
|
|
7,741 |
|
|
7,438 |
|
|||
Selling, general, and administrative expenses |
|
31,319 |
|
|
12,742 |
|
|
55,778 |
|
|
31,522 |
|
|||
Impairment of goodwill |
|
- |
|
|
- |
|
|
8,606 |
|
|
- |
|
|||
Loss from operations |
|
(28,008 |
) |
|
(15,269 |
) |
|
(66,334 |
) |
|
(38,024 |
) |
|||
Other (income) expense: | |||||||||||||||
Interest expense, net |
|
2,122 |
|
|
14 |
|
|
2,141 |
|
|
35 |
|
|||
Gain on extinguishment of debt |
|
- |
|
|
- |
|
|
(4,527 |
) |
|
- |
|
|||
Loss on asset disposal |
|
771 |
|
|
24 |
|
|
755 |
|
|
45 |
|
|||
Change in fair value of obligation to issue shares of common stock |
|
(42 |
) |
|
(532 |
) |
|
(540 |
) |
|
(18 |
) |
|||
Change in fair value of warrant liability |
|
(646 |
) |
|
(7,229 |
) |
|
(5,146 |
) |
|
(81,960 |
) |
|||
Change in fair value of interest rate swaps |
|
(8,533 |
) |
|
- |
|
|
(8,533 |
) |
|
- |
|
|||
Other Income |
|
(94 |
) |
|
(15 |
) |
|
(123 |
) |
|
(40 |
) |
|||
Net (Loss) Income |
|
(21,586 |
) |
|
(7,531 |
) |
|
(50,361 |
) |
|
43,914 |
|
|||
Net (Loss) Income Attributable to Non-Controlling Interests |
|
419 |
|
|
- |
|
|
419 |
|
|
- |
|
|||
Net (Loss) Income Attributable to |
$ |
(22,005 |
) |
$ |
(7,531 |
) |
$ |
(50,780 |
) |
$ |
43,914 |
|
|||
Net (loss) income attributable to |
$ |
(0.15 |
) |
$ |
(0.05 |
) |
$ |
(0.36 |
) |
$ |
0.32 |
|
|||
Net (loss) income attributable to |
$ |
(0.15 |
) |
$ |
(0.05 |
) |
$ |
(0.36 |
) |
$ |
0.30 |
|
|||
Weighted-average shares outstanding, basic |
|
142,895,483 |
|
|
139,392,170 |
|
|
142,142,971 |
|
|
138,082,355 |
|
|||
Weighted-average shares outstanding, diluted |
|
142,895,483 |
|
|
139,392,170 |
|
|
142,142,971 |
|
|
148,469,108 |
|
Segment Results
For the Three and Nine Months Ended |
||||||||||||||
Three Months Ended |
Nine Months Ended |
|||||||||||||
(In thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||
As Reported | ||||||||||||||
Residential Solar | ||||||||||||||
Revenues | $ |
5,080 |
|
$ |
- |
|
$ |
5,080 |
|
$ |
- |
|
||
Loss from Operation |
|
(1,190 |
) |
|
- |
|
|
(1,190 |
) |
|
- |
|
||
DriveTrain | ||||||||||||||
Revenues | $ |
858 |
|
$ |
555 |
|
$ |
2,264 |
|
$ |
2,512 |
|
||
Loss from Operation |
|
(3,614 |
) |
|
(4,857 |
) |
|
(12,924 |
) |
|
(12,368 |
) |
||
XL Grid | ||||||||||||||
Revenues | $ |
2,422 |
|
$ |
2,645 |
|
$ |
8,789 |
|
$ |
5,057 |
|
||
Loss from Operation |
|
(484 |
) |
|
(1,648 |
) |
|
(3,378 |
) |
|
(2,137 |
) |
||
Corporate | ||||||||||||||
Revenues | $ |
- |
|
$ |
- |
|
|
- |
|
|
- |
|
||
Loss from Operation |
|
(22,720 |
) |
|
(8,764 |
) |
|
(48,841 |
) |
|
(23,519 |
) |
||
As Adjusted (1) | ||||||||||||||
Residential Solar | ||||||||||||||
Revenues | $ |
5,080 |
|
$ |
- |
|
$ |
5,080 |
|
$ |
- |
|
||
Loss from Operation |
|
(742 |
) |
|
- |
|
|
(742 |
) |
|
- |
|
||
DriveTrain | ||||||||||||||
Revenues | $ |
858 |
|
$ |
555 |
|
$ |
2,264 |
|
$ |
2,512 |
|
||
Loss from Operation |
|
(3,614 |
) |
|
(4,857 |
) |
|
(11,203 |
) |
|
(12,368 |
) |
||
XL Grid | ||||||||||||||
Revenues | $ |
2,422 |
|
$ |
2,645 |
|
$ |
8,789 |
|
$ |
5,057 |
|
||
Loss from Operation |
|
(484 |
) |
|
(1,648 |
) |
|
(3,378 |
) |
|
(2,137 |
) |
||
Corporate | ||||||||||||||
Revenues | $ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
||
Loss from Operation |
|
(5,533 |
) |
|
(8,191 |
) |
|
(18,158 |
) |
|
(22,021 |
) |
(1) As adjusted adjusts for the following one-time charges: Severance charges (including benefits) included in Corporate, Inventory charge for obsolete inventory included in DriveTrain,
Reconciliation of Non-GAAP Financial Measures
For the Three and Nine Months Ended |
||||||||||||||
Three Months Ended |
Nine Months Ended |
|||||||||||||
(In thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||
Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA | ||||||||||||||
Net (Loss) Income Attributable to |
$ |
(22,005 |
) |
$ |
(7,531 |
) |
$ |
(50,780 |
) |
$ |
43,914 |
|
||
Interest Expense, net |
|
2,122 |
|
|
14 |
|
|
2,141 |
|
|
35 |
|
||
Impairment of |
|
- |
|
|
- |
|
|
8,606 |
|
|
- |
|
||
Depreciation and Amortization |
|
1,707 |
|
|
473 |
|
|
2,911 |
|
|
1,074 |
|
||
EBITDA |
|
(18,176 |
) |
|
(7,044 |
) |
|
(37,122 |
) |
|
45,023 |
|
||
Gain on extinguishment of debt |
|
- |
|
|
- |
|
|
(4,527 |
) |
|
- |
|
||
Restructuring charges (1) |
|
- |
|
|
- |
|
|
2,898 |
|
|||||
Severance charges related to former President and Chief Financial Officer (2) |
|
- |
|
|
- |
|
|
705 |
|
|
- |
|
||
Legal charges related to |
|
2,632 |
|
|
- |
|
|
5,744 |
|
|||||
Accreted contingent compensation obligation to sellers of World Energy |
|
(9 |
) |
|
573 |
|
|
(113 |
) |
|
1,000 |
|
||
Change in fair value of obligation to issue shares of common stock |
|
(42 |
) |
|
(532 |
) |
|
(540 |
) |
|
(18 |
) |
||
Loss on disposal of assets |
|
771 |
|
|
24 |
|
|
755 |
|
|
45 |
|
||
Change in fair value of interest rate swaps |
|
(8,533 |
) |
|
- |
|
|
(8,533 |
) |
|
- |
|
||
Change in fair value warrant liabilities |
|
(646 |
) |
|
(7,229 |
) |
|
(5,146 |
) |
|
(81,960 |
) |
||
Other one-time costs |
|
116 |
|
|
- |
|
|
116 |
|
|
- |
|
||
Meter upgrade campaign |
|
180 |
|
|
- |
|
|
180 |
|
|
- |
|
||
Non-recurring acquisition expenses (3) |
|
14,716 |
|
|
- |
|
|
14,716 |
|
|
498 |
|
||
Adjusted EBITDA | $ |
(8,991 |
) |
$ |
(14,208 |
) |
$ |
(30,867 |
) |
$ |
(35,412 |
) |
||
Three Months Ended |
Nine Months Ended |
|||||||||||||
(In thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||
Reconciliation of Net (Loss) Income to Adjusted Net Loss | ||||||||||||||
Net (Loss) Income Attributable to |
$ |
(22,005 |
) |
$ |
(7,531 |
) |
$ |
(50,780 |
) |
$ |
43,914 |
|
||
Gain on extinguishment of debt |
|
- |
|
|
- |
|
|
(4,527 |
) |
|
- |
|
||
Impairment of goodwill |
|
- |
|
|
- |
|
|
8,606 |
|
|
- |
|
||
Restructuring charges (1) |
|
- |
|
|
- |
|
|
2,898 |
|
|
- |
|
||
Severance charges related to former President and Chief Financial Officer (2) |
|
- |
|
|
- |
|
|
705 |
|
|
- |
|
||
Legal charges related to |
|
2,632 |
|
|
- |
|
|
5,744 |
|
|
- |
|
||
Accreted contingent compensation obligation to sellers of World Energy |
|
(9 |
) |
|
573 |
|
|
(113 |
) |
|
1,000 |
|
||
Change in fair value of obligation to issue shares of common stock |
|
(42 |
) |
|
(532 |
) |
|
(565 |
) |
|
(18 |
) |
||
Loss on disposal of assets |
|
771 |
|
|
24 |
|
|
755 |
|
|
45 |
|
||
Change in fair value of interest rate swaps |
|
(8,533 |
) |
|
- |
|
|
(8,533 |
) |
|
- |
|
||
Change in fair value warrant liabilities |
|
(646 |
) |
|
(7,229 |
) |
|
(5,146 |
) |
|
(81,960 |
) |
||
Other one-time costs |
|
116 |
|
|
- |
|
|
116 |
|
|
- |
|
||
Meter upgrade campaign |
|
180 |
|
|
- |
|
|
180 |
|
|
- |
|
||
Non-recurring acquisition expenses (3) |
|
14,716 |
|
|
- |
|
|
14,716 |
|
|
498 |
|
||
Adjusted Net Loss Attributable to |
$ |
(12,820 |
) |
$ |
(14,695 |
) |
$ |
(35,944 |
) |
$ |
(36,521 |
) |
||
(1) Amount for the nine months ended
(2) Amount consists of severance charges incurred with the departure of the former president of
(3) Amounts for three and nine months ended
Unaudited Condensed Consolidated Balance Sheets
As of |
|||||||||
(In thousands, except share and per share amounts) |
|
2022 |
|
|
2021 |
|
|||
Assets | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ |
239,512 |
|
$ |
351,676 |
|
|||
Restricted cash |
|
32,122 |
|
|
150 |
|
|||
Accounts receivable |
|
17,159 |
|
|
6,477 |
|
|||
Inventory, net |
|
14,101 |
|
|
15,262 |
|
|||
Interest rate swap agreements, current |
|
7,229 |
|
|
- |
|
|||
Prepaid expenses and other current assets |
|
5,674 |
|
|
1,040 |
|
|||
Total current assets |
|
315,797 |
|
|
374,605 |
|
|||
Solar systems, net |
|
404,380 |
|
|
- |
|
|||
Property and equipment, net |
|
1,655 |
|
|
3,495 |
|
|||
Intangible assets, net |
|
1,061 |
|
|
1,863 |
|
|||
Right-of-use asset |
|
7,635 |
|
|
4,564 |
|
|||
|
158,636 |
|
|
8,606 |
|
||||
Interest rate swap agreements, noncurrent |
|
28,001 |
|
|
- |
|
|||
Other assets |
|
466 |
|
|
88 |
|
|||
Total assets | $ |
917,631 |
|
$ |
393,221 |
|
|||
Liabilities, non-controlling interests, and stockholders' equity (deficit) | |||||||||
Current liabilities: | |||||||||
Current portion of long-term debt, net of debt discount and issuance costs | $ |
25,340 |
|
$ |
78 |
|
|||
Accounts payable |
|
6,806 |
|
|
3,799 |
|
|||
Lease liability, current |
|
1,462 |
|
|
900 |
|
|||
Accrued expenses and other current liabilities |
|
25,101 |
|
|
11,856 |
|
|||
Total current liabilities |
|
58,709 |
|
|
16,633 |
|
|||
Long-term debt, net of current portion |
|
485,030 |
|
|
21 |
|
|||
Deferred revenue |
|
1,458 |
|
|
691 |
|
|||
Lease liability, non-current |
|
7,003 |
|
|
3,599 |
|
|||
Warrant liabilities |
|
259 |
|
|
5,405 |
|
|||
Contingent consideration |
|
73 |
|
|
541 |
|
|||
New market tax credit obligation |
|
- |
|
|
4,521 |
|
|||
Other liabilities |
|
10 |
|
|
- |
|
|||
Total liabilities |
|
552,542 |
|
|
31,411 |
|
|||
Redeemable non-controlling interests |
|
38,900 |
|
|
- |
|
|||
Stockholders' equity | |||||||||
Common stock, |
|
14 |
|
|
14 |
|
|||
Additional paid-in capital |
|
464,042 |
|
|
461,207 |
|
|||
Non-controlling interests |
|
12,324 |
|
|
- |
|
|||
Accumulated deficit |
|
(150,191 |
) |
|
(99,411 |
) |
|||
Total stockholders' equity |
|
326,189 |
|
|
361,810 |
|
|||
Total liabilities, noncontrolling interests and stockholders' equity | $ |
917,631 |
|
$ |
393,221 |
|
|||
View source version on businesswire.com: https://www.businesswire.com/news/home/20221109005890/en/
Investor Contact:
investors@sprucepower.com
Media Contact:
PR@sprucepower.com
Source:
FAQ
What were XL Fleet's financial results for Q3 2022?
What is the significance of the Spruce Power acquisition for XL Fleet?
When will XL Fleet change its name and ticker symbol?
How many customers does XL Fleet have after the Q3 2022 results?