Spruce Power Holding Corporation

Good afternoon, and welcome to the Spruce Power first quarter 2023 conference call. As a reminder, today's call is being recorded. All participants are in a listen-only mode. For open remarks and introductions, I'd like to turn the call over to Bronson Flagg, head of investor relations for Spruce Power. Mr. Flagg, please go ahead.

Thank you. Good afternoon and welcome to Spruce Power's conference call to discuss results for the first quarter of 2023. With me today are Christian Fong, our Chief Executive Officer, Donald Klein, our outgoing Chief Financial Officer, and Sarah Wells, our incoming Chief Financial Officer. Our call this afternoon will include statements that speak to the company's expectations, outlook, or predictions of the future, which are considered forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to risk and uncertainties. many of which are beyond our control, which may cause our actual results to differ materially from those expressed in or implied by these statements. Similarly, out of our control is the timing of some of the processes we will discuss today, which could impact the expectation-related statements you will hear shortly. We are not obliged to revise or update any forward-looking statements, except as may be required by law. Please refer to our disclosures regarding risk factors and forward-looking statements in today's earnings release. Our annual report on Form 10-K and other Securities and Exchange Commission filings. A copy of our press release has been posted to the Investor Relations page of our website for reference. The non-GAAP financial measures discussed in this call are reconciled to the U.S. GAAP equivalent and can be found in the press release that we issued this afternoon. With that, I'll turn the call over to our CEO, Christian Fong. Christian, go ahead.

Thank you, Bronson, and thanks to everyone for joining us on the call today. Spruce is in its strongest position ever with a focus on maintaining strong customer service, owning a large portfolio of zero-carbon, clean electricity rooftop power systems, and operating the long-term, high-margin contracts that generate a steady stream of cash. During the quarter, we essentially completed the transformation of Spruce Power to a pure-play residential rooftop solar company, with just a few final changes left. One of those is a long planned management transition as Sarah Wells becomes our new CFO. More on that later. Another is the runoff of expenses tied to the wind down of XL Fleet, some of which impacted the Q1 bottom line. Those expenses are mostly incurred, so our numbers going forward will really showcase the attractiveness of our business model. So looking ahead. We have a substantial cash balance to drive incremental growth and value creation for shareholders, and we can put cash to work to grow through acquisitions, as we demonstrated at the end of March in buying the portfolio we renamed Spruce Power 4. That deal increased our overall portfolio by 44%, a full year's customer's growth target in one swing. Today I'll be presenting our operating results for the quarter and talking about some recent events in the context of the three core pillars of our strategy. The first pillar is to build the industry-leading customer experience. Our first quarter customer satisfaction score was 71%, beating our 70% target and up substantially year-on-year from 54% in Q1 of 2022. We are also on track with this year's technology roadmap to ensure month-in, month-out reliability and system visibility to a customer base that now numbers over 72,000. For IT upgrades, we successfully implemented a customized new billing software based on the Zora ecosystem and rolled out a single login customer portal. Cultivating a great customer experience not only benefits individual customers, It provides an opportunity to create incremental value for spruce as people upgrade toward full home power systems with battery storage and eventually newer technologies such as EV charging. We haven't broken out our battery leasing numbers yet as retrofit batteries are still a niche market and very regional with over 80% of our leasing in California. Our second pillar is delivering operational excellence. both in our core business of producing carbon-free electricity and in generating cash from our portfolio. At Spruce, our Q1 performance ratio, which is the production compared to the theoretical maximum of the installed solar panels, was 92%. That's down from 95% for Q4, largely because of the historically rainy January on the West Coast. We obviously can't manage winter storms, definitely over my pay grade. So we also look at the weather adjusted performance ratio where Spruce booked a strong 102%, demonstrating the efficiency and reliability of our portfolio. The financial measure of our operations is our ability to generate cash. Our portfolio's robust performance is the bulk of Spruce's current run rate of $110 to $130 million of annual cash inflows, which we'll discuss later. Moving on, we paired growth and capital together as our third pillar because our growth is primarily through M&A, and so we stay disciplined in our use of capital. Historically, the cost of growth has been low enough to generate consistently strong investment returns. That continued in Q1 when we hit a home run in acquiring the Spruce Power 4 portfolio. This transformative acquisition grew our portfolio by 44% overnight, adding contracted cash flows from over 22,500 customers. During Q2, we'd been integrating this acquisition. It immediately improved our run rate cash flow, so we expect to see a clean view of how its cash flow impacts the company's financials starting in Q2. To refresh you on the efficiency of our M&A model versus our peers, since 2019, we have acquired in a dozen separate transactions about 55,000 residential solar systems and contracts. Our average cost of acquiring customers is about $375 per customer. This compares favorably to last September when we reported an average cost of $421 per customer. We expect stair-step growth as we aim for 90,000 customers and contracts by the end of 2024. As a reminder, we don't disclose or discuss the number or nature of deals that are currently under negotiation, and so we can't give guidance on timing. Before I get to the capital strategy, I want to emphasize a financial headline. Except for the legacy Excel items that are still being wrapped up, Spruce Power has positive cash flow. In fact, Spruce finished the last quarter once again with over $200 million of cash on hand, including $173 million in totally unrestricted cash, and once again with no corporate-level debt. With that much cash, we want to discuss how much to keep in reserve and how we intend to deploy any excess. First, having cash liquidity is a great safety net, so we expect to keep at least $75 million of cash on hand through 2024. Just to be clear, we're not saying that from our quarter end balance of $205 million, we actually plan to spend down to $75 million. Rather, we're identifying a prudent level that still earmarks adequate investment cash to reach our 90,000 customer targets. In the financial section, we'll walk through our cash run rate. Yet, I just say that given the amount of cash we're generating in our core business, added to the cash we already have, our capital allocation can be an all-of-the-above strategy. That means buying more assets, paying down debt, completing CapEx projects, investing in our team, and returning some cash to shareholders. I'll expand on that last item. A few days ago, our board approved a two-year common stock repurchase program of up to $50 million of our common shares. First, we believe that repurchasing shares is an efficient way to return cash to shareholders. The program doesn't require us to repurchase any specific number of shares, but it is our preferred tool to get money back to our investors. The second reason is more immediate. We look at our current stock price and see a way for us to add value on a per-share basis. the market is offering to sell us, or really anybody, shares at a dramatic discount to what we believe is fundamental value. With lots of cash on hand, with positive cash flow from our core businesses, with a great management team, and a differentiated business model in a rapidly growing industry, we want this share buyback program to send a strong signal that this is a high-priority use of our capital at the current stock price. I'll now make some comments about the residential solar macro environment and our positioning. Long-term demand for residential solar should be strong, but upstream installers and consumers face challenges. Notably, this includes a higher cost of capital. In contrast, spruce is largely insulated from near-term volatility in the debt capital markets. We have attractively priced non-recourse project loans with several years until the nearest maturity, and we have no corporate debt at all. We can be disciplined in adjusting the price of future acquisitions to maintain our target return on equity investment of an IRR in the mid-teens, even as debt costs change. Furthermore, we're seeing a notable shift in the consumer's financing decision when they choose to go with rooftop solar towards lease and PPA products and away from loans. We know this through our relationships with installers across the United States. Naturally, this benefits us as third-party-owned systems are our addressable market for acquisitions. We expect tailwinds for further lease and PPA market penetration as clarity emerges on the ability of the TPO market to capture additional ITC adders, as described in last year's IRA legislation. This should ultimately boost the competitiveness of leases and PPAs. Simply put, we believe SPRUCE stands out favorably in the current capital and tax environments. We're excited about our progress as a public pure play investment in residential solar, and especially pleased with the substantial growth from the Spruce Power 4 portfolio acquired last quarter. Before handing the call over to Don to discuss financials, I want to acknowledge that this will be his final earnings call with us as we take the next step in our post-merger management transition. We announced last week that Sarah Wells will become CFO on May 19th. Having just brought Deloitte on as our independent auditor, this is the right time for this long-planned transition. Sarah has been Spruce's head of sustainability and, by my side, leading finance and accounting for Spruce Power and its affiliates since 2018. She's a smart, experienced, and driven member of the Spruce team who has played a leading role in Spruce's strong growth over the past years. And Dawn, I want to acknowledge you for your vision and dedication over the past year serving as Spruce's CFO. You were instrumental in the business combination last fall and in helping Spruce Power transition to a place of greater strength as a public company. On behalf of the whole company, we thank you. I'll now hand the call over to you and Sarah to discuss the financials for the first quarter.

Thanks, Christian. Before we discuss our first quarter results, I'd like to walk through a few items that impacted our financial reporting. As discussed in our last quarterly update, the old drivetrain and XL grid businesses were classified as discontinued operations. The final legacy businesses were disposed in the first quarter, and though there will be some cleanup items in future quarters, we do not expect material expenses going forward as it relates to discontinued operations. However, our continuing operating results will reflect certain expenses related to XL Fleet, namely legal expenses tied to the previously disclosed SEC inquiry and related shareholder lawsuits. We're unable to comment on the timing or outcome of this matter, but we do expect to incur additional moderate legal expenses. And as a note on our 10Q, we filed an extension as we finished the technical accounting for the Spruce Power 4 purchase in March, but we don't expect it to impact anything we're talking about today. With that, let's move on to results. First quarter revenue, which consisted exclusively of Spruce-related revenue, was $18.1 million compared to $18.1 million in the fourth quarter of 22. As Christian mentioned, revenue is moderately impacted in the quarter by the outside impact of weather on our West Coast assets. This is partially offset by higher-than-expected proceeds from renewable energy credit sales. Recall that the fourth and first quarters typically generate lower revenue due to weather-related impacts on electrical production. First quarter OPEX, which includes both SG&A and Portfolio O&M, was $17.6 million compared to $30.6 million last quarter. The sequential decline largely reflects much lower integration costs tied to our acquisition by XL Fleet. Also of note, SG&A expense during the quarter includes approximately $8 million of expenses attributable to legacy XL Fleet business, namely legal expenses associated with the previously disclosed SEC inquiry and shareholder lawsuits, and compensation expenses for exiting XL Fleet personnel. Excluding these expenses, the core OPEX will be closer to $9.6 million, which is a clearer view of OPEX for a standalone Spruce Power. On a GAAP basis, net loss from continuing operations was $15 million as compared to $27.7 million in the fourth quarter of 22. Adjusted for certain items, including legal charges and the change in fair value of interest rate swaps, adjusted net loss was $7.7 million. Adjusted EBITDA totaled $4.7 million compared to $3.5 million in the fourth quarter of 22. As of March 31st, 23, we had cash, cash equivalents, and restricted cash of approximately $205 million. This compares to $240 million at the end of the fourth quarter of 22. The sequential change in cash includes approximately $10 million for principal and interest payments and approximately $23 million of net cash paid for the acquisition of Spruce Power IV. The total principal balance of long-term debt as of March 31st was $652 million. As a reminder, all of our debt is non-recourse and backed by our long-term contracts with customers. Our debt is very attractively priced in the current environment with a weighted average cost of approximately 5.6%, including the credit facility assumed alongside our acquisition of the Spruce Power 4 portfolio. We believe it's important to underscore that all our variable rate debt is 97% hedged through interest rate swaps. In fact, most of the swaps have long-term maturities, mostly into the 2030s, to extend our portfolio's interest hedges well beyond the senior loan. Finally, in measuring value of our long-term solar contract with customers, we've provided metrics on gross and net portfolio values, which represent the present value of the remaining net cash flows of our rooftop systems and contracts discounted at 6%. As of March 31st, gross portfolio balance was $938 million. Adjusting for total loan balances, the net portfolio value was $286 million, or $313 million with the value of the swaps included. With the cash we have on hand, that adds up to $518 million in net value. I'd now like to turn the call over to Sarah Wells to discuss the Spruce Power 4 portfolio acquisition.

Thank you, Don. And I will just add that I'm excited to begin my next chapter at Spruce as CFO. Before opening the call to Q&A, I'd like to further address the transformative impact of the Spruce Power 4 acquisition. The acquisition immediately enhances our cash flow generation. The acquired assets sit outside of our mezzanine facility, which was put in place years ago and currently claims excess cash after senior debt service of our legacy portfolios. Spruce Power 4 is a cash generator, underwritten to standalone portfolio customer billings of $21 million and portfolio EBITDA of $18 million. With the acquisition closing late in March, second quarter results will reflect the first full quarter contribution from Spruce Power 4. I'd like to note some accounting technicalities surrounding this transaction. The portfolio consists of the pass-through leasehold interest of about 22,500 residential solar contracts. In other words, while we are entitled to 100% of the customer payment streams through their contractual period, SPRUCE does not own the underlying rooftop solar systems. GAAP accounting for these leasehold interests will place the majority of the customer payment streams through the cash flows from investing section of our consolidated statement of cash flows. Regardless of where accounting rules put the cash in the financial statements, We believe the critical takeaway is the strong cash inflows that Spruce Power 4 contributes to our core residential solar business. To that end, this is how the Spruce team internally evaluates our business, with a focus on cash inflows from our long-term contracts with customers, or what we refer to as business cash inflows. Because of the nuance of accounting for Spruce Power 4, we think it is beneficial to investors for Spruce to provide this framework to clarify the impact to the underlying business performance of our core business of both residential solar systems and the contracts tied to those systems. When thinking about business cash inflows for SPRUCE over the next 12 months, we look for a range of between $110 to $130 million. In the middle of the funnel are cash flows remaining after OPEX and debt interest, where we expect an annual range of $35 to $45 million. After scheduled principal payments, we look for a range of between $5 and $15 million. Finally, with moderate levels of discretionary CapEx tied to improving customer experience and investing in employee tools and trainings, we still have cash left over. In line with Christian's early comments regarding capital allocation, we have three good choices in how to allocate this excess cash flow. First, it can go back to our general cash position in support of our M&A growth strategy. Secondly, we can deploy it to the newly authorized share buyback, or finally, we can pay down our debt. In conclusion, achieving positive cash flow in the core business, even after CapEx, is a proud moment for any growth company. We look forward to executing our growth strategy and bolstering the cash-generating power of our portfolio. With that, I'd like to turn the call back to the operator for Q&A. Operator, please go ahead.

Thank you. At this time, if you'd like to ask a question, press star then the number one on your telephone keypad. To allow everyone an opportunity, we ask that you please limit yourselves to one question with one follow-up. We'll pause for just a moment to compile the Q&A roster. Looks like we'll have a question from Tristan Richardson with Scotiabank. Your line is now open.

Hey, good afternoon. Just with all the growth we're seeing in third-party owned and commentary from installers, just curious about other avenues of growth for spruce i mean is a potential avenue to partner with an installer down the road and be that source of a flow forward arrangement or maybe just curious about you know the trends you're seeing in third-party owned growth and you know how that could lead to other growth avenues for spruce sure hi tristan it's christian the look the the percentage of installs that are now going to ppa leases uh

is going up, and you can read through from some of our peers that have reported this already this quarter. But long-term, kind of 28% is what has been reported by some of the third-party researchers, and it's pushing into the 30s, maybe 40% range. So there's a lot coming down the pike, and so your question is a fair one. Remember that Spruce's historical origins was as a channel partner, and that's what that model would be called, where you just partner with the installers, provide a PPA and lease document, and provide the capital for that installation. It's actually not a bad business at all. It's clearly like Synovus does that, Sunrun does that, and we used to do that. About 22,000 of our 72,000 customers were originated through that sort of flow partnership. Could we do it again? Absolutely. It's one of those, sometimes we call them real options, right? It's just kind of a real option that sits back there. We have the experience doing it. We've got the paperwork doing it. It's just that we were able to grow so fast through M&A. So Could we ever turn it back on? Yes. Should we turn it back on? Well, this is where we go to the cost of an acquired customer. We had reported back in September that it was about $421 per customer. It's down to about $375 per customer. When we were doing that channel partnership, the cost actually was much higher. There were sales teams that you had to keep, just the relationship management and working with those different installers. So I don't want to say that we would never do it. Clearly, just because something is super high margin doesn't mean that you don't look at other channels. But for right now, we're meeting our growth objectives at a very, from an industry standpoint, a very competitive cost of acquisition. And so we'll keep at that for the time being. But the answer is yes. Simply put, yes, we could.

Thanks. And then just in your script you talk about maintaining a minimum level of cash. I mean, could you talk about a scenario that might trigger or create an instance where you spend down to that level? Would it just be a large opportunity? Or, you know, how do you think about the current level of cash versus spending down to that minimum?

Sure. So, you know, we are calling it all of the above at the moment. If we walk through, like, where did we come up with $75 million? It's because we could meet the maximum size of the share repurchase program that we just announced. We could take care of the about $5 million of annual discretionary CapEx. That is mostly around customer experience. And then when you start thinking about how much growth capital does that leave, then, you know, from $155 to down to the... like two years worth of discretionary capex. You know, the 155 down to 75, that's $80 million. Okay, so let's put that into context of what we just accomplished with the Spruce Power 4 acquisition, where we spent a net cash of $23 million and got 22,500 customers, those contracts feeding into the cash inflows. So we started thinking about it as, well, $1,000, and that was a very, very efficient acquisition. I don't think we'll do that every quarter. But it leaves a lot of dry powder to grow through the customer acquisition side far beyond the 90,000 customer target that we've set for 2024. So it's one of those moments where we felt very comfortable saying $75 million as a minimum liquidity threshold for just where we are as an economy and still leaving a lot of dry powder for something transformative, again, if it came our way.

And as a reminder, if you have a question, it's star one on your telephone keypad. Next, we'll go to Jordan Levy with Truist Securities. Your line's open.

Afternoon, all, and Sarah, congrats on the CFO role. Maybe you mentioned earlier an outlook for positive cash flow a little bit later this year or later in the coming quarters. It seems like the Spruce Power 4 acquisition is playing a big role in that. Maybe... if you could just talk about what it is about that acquisition that makes that outlook for positive free cash flow more achievable.

Hi, Jordan. Thank you so much. We have very strong cash flows coming off of Spruce Tower 4, and it's unique because it sits outside of our net facility, unlike our legacy assets. The cash flows are unencumbered, and then after our op-ex and debt interest, everything else comes to screws.

Thanks so much for that. And maybe just as a quick follow-up, and I think I might have asked this last, Ernie, but I'm just curious, Chris, in the environment you're seeing out there in terms of deals and any competition you're seeing pop up as leases become more prominent.

Yeah. We get most of our deals from three, I'll call them three buckets of sources. You've got utilities that are active, sometimes out of territory. It's a different sector, but their return on capital requirements and their inflationary pressures are pretty well-known in that sector. You've got financial investors that accumulate them, and then you've got the installers themselves that, whether they're large and well-known or part of what is by far is a very fractured industry, so folks all over the country that may be working in their local markets. And so, again, we're not going to speak to the specifics of how many bids we have out or how many bilateral negotiations we have out. I'll just say the answer is yes to both of them in real time, and yet these are real-time negotiations, and so I just don't want to compromise what might be there. We stand behind the target of a mid-teens IRR. We think that's very achievable. And because we can flex the pricing of the equity that we put out, we're a lot less concerned about what may be happening in the debt markets. If debt goes down 50 basis points, then the sellers probably are just going to price it in and want the same. You've got to split the pie, so to speak, when you're dealing with arm's length buyers and sellers. So yes, we are seeing things. We expect to see them a little bit further on. So let me just take the opportunity of the question to remind that so many of the deals that we see are seasoned deals. So rather than a little bit like Tristan had just asked, could we partner with an installer? Yeah, we could. And then we can get them straight as they're coming off the construction pipelines of those installers. By acquiring portfolios that are seasoned, let's just say that some of the teething pain is over. The portfolios are performing really strongly. It's why our weather adjusted portfolio ratio can exceed 100% pretty significantly, just that seasoning and buying really, really good stuff. And that means the current push toward PPA leases that's occurring because of the rise in interest rates, solar loans are just marginally less attractive. is going to feed a pipeline for the next four to five years as those different types of owners pick their exit points.

That's a great color. Thanks so much.

Seeing no further questions in the queue, let me turn the call back over to Mr. Fly to conclude today's call.

Thank you, operator, and thank you again for joining us today and for your continued support. If you have any questions, please contact me or our investor relations team. This concludes our call today. You may all disconnect.

This concludes today's conference. You may now