Spruce Power Holding Corporation (NYSE:SPRU) Q3 2023 Earnings Call Transcript

Spruce Power Holding Corporation (NYSE:SPRU) Q3 2023 Earnings Call Transcript November 12, 2023

Operator: Thank you for standing by. My name is Eric and I will be your conference operator today. At this time, I would like to welcome everyone to the Spruce Power Third Quarter 2023 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I would now like to turn the call over to Bronson Fleig, Head of Investor Relations. Please go ahead.

Bronson Fleig: Thank you. Good afternoon and welcome to Spruce Power’s conference call to discuss results for the third quarter of 2023. With me today are Christian Fong, our Chief Executive Officer; and Sarah Wells, our Chief Financial Officer. Our call this afternoon will include statements that speak to the company’s expectations, outlook and predictions of the future, which are considered forward-looking statements. These forward-looking statements are subject to risks and uncertainties, many of which are beyond our control, which may cause actual results to differ materially from those expressed in or implied by these statements. We’re 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 and other SEC filings. A copy of our press release has been posted up 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 will turn the call over to our CEO, Christian. Go ahead.

Christian Fong: Thank you, Bronson and thanks everyone for joining us today. I’m going to start with a discussion of our strategy and then turn to the third quarter. Spruce’s core strategy is to be the dominant long-term owner and operator of distributed energy assets. Our business model is straightforward. First, we create and sell clean electricity through our growing solar assets. Our underlying value proposition for our customers is that we provide consistent energy savings month-after-month compared to the inflation of utility retail rates. Over time, as customer savings grow, especially in the expensive coastal markets, depreciation for solar grows too. Second, we deliver power services to our customers at high-margin economics through our integrated servicing platform.

Having regular repeated touch points with customers has enabled Spruce to achieve industry-leading customer satisfaction scores. Third, we capitalize on revenue opportunities in rich environmental commodities markets across our footprint as policies in most of our 18 state markets have shifted to be even more pro solar the sale of renewable energy credits has been Spruce’s fastest growing segment. This owner-operator model, combined with our low-cost customer acquisition strategy positions us both for long-term recurring revenue and for highly profitable growth across most interest rate and economic scenarios. I’ll turn to the third quarter. I want to anchor my discussion with two metrics. The first is cash. This quarter, we generated positive cash combined with just shy of 500,000 shares repurchased in our share repurchase program, our net cash per share increased by 4%, excluding cash settlements that are expected to reserve on a few legal matters that Sarah will discuss, our net cash per share is $9.14 at the end of the third quarter.

Over the next few quarters, we’ll focus on growing both our adjusted EBITDA and free cash flow as well as either preserving our cash position or using it to buy multiyear cash flow streams at attractive prices. The second metric is customer satisfaction. Our trailing year customer satisfaction score rose to a record 76%, that measures repeated interactions to establish the customer trust necessary to sell the next product or service. Three years ago, that level sat at about 50%. Our analysis showed that at 70%, we’d be the industry’s leading operator and at 80%, we’d be ready to ramp up follow-on sales. So, here we go, in 2024, we’re aiming for 80% customer satisfaction and expanding the sale of power products and services. Let’s go to general updates in operations, current growth initiatives, and capital markets.

In operations, Spruce facilitates solar electricity consumed by about 80,000 households across 18 states. Our servicing team delivers outstanding execution of Texas-based customer support, customer billing, collections, asset management and the technology infrastructure that links these functions together. Done well, this provides a great experience for our customers that supports growth in adjusted EBITDA to pay down project debt and add to our cash. As I mentioned, our customer satisfaction score is 76%, up strongly from last year’s 61%. Our Google Review rating was 3.7 last quarter, lifting our cumulative score to a high watermark level today of 2.3 and on-time customer payment rates, which usually track customer satisfaction increased a strong 60 basis points in one quarter.

These improvements in customer satisfaction are coming with investments in technology and customer-facing personnel across customer operations. In the third quarter, we rolled out our enterprise data warehouse, which links all our IT systems of record and gives us unprecedented internal collaboration tools. And we continue to execute on the rollout of our first field services teams that we announced last quarter. The field services program is initially focused on New Jersey and California. Why have teams in the field? Three reasons come together. First, to provide a better customer experience in some of our most dense markets when there is a service call. Second, to optimize the efficiency of creating and monetizing SRECs in these valuable markets.

And third, to have teams in place to install retrofit batteries as we ramp up customer power sales later in 2024. Next, let me address the performance of our assets. Our Q3 performance ratio, which is the production compared to the theoretical maximum of the installed solar panel was 89%. Lower performance reflects high rainfall on both the East and West Coast at the beginning of the summer, yet our weather-adjusted performance ratio is 101% year-to-date. So, overall, the portfolio is doing great and generating strong cash flows. We expect run rate annual cash inflows of between $120 million and $130 million. This is largely supported by recurring revenues and investment cash flows from our residential solar portfolio that has a 12-year remaining average contract life.

Next is our growth initiatives. Our customer acquisition strategy is a compelling competitive advantage rather than carry a high fixed cost sales force, we add customers through the purchase of existing residents. This keeps customer acquisition costs low and we never feel compelled to overpay for growth. In Q3, we closed on two deals. The first in August was for about 2,400 contracted customers in the Tredegar portfolio, a deal that exceeded our equity return target of 18% IRR. We also bought out one of our tax equity joint venture partners in a small tuck-in deal that we project is over 30% IRR. Over the last year, we’ve acquired the cash flows from about 25,000 rooftops for a 49% growth year-on-year. Our M&A team is still to do looking at deals.

Renewable power markets, especially for installers, seem to have liquidity concerns with higher interest rates and the capital markets pulling back. In that environment, we adopt Warren Buffett [Indiscernible] logic since we have cash, higher IRRs, it’s like having recurring cash flows on sale. Spruce is known as a strong buyer in secondary markets, and we stand ready for installers, we need to recycle capital sales. Apart from acquisitions, we also pursue organic growth opportunities to increase revenue per customer. First, Spruce’s environmental commodities market business is firing on all cylinders. In Q3, cash inflows ticked up 25% sequentially as our ECM Group found more opportunities to mint and sell renewable energy credits from our assets across the US.

We like this business’ ability to add cash returns on assets we already own. Second, we see increased demand for retrofit battery installation. This is largely in California due to that space net metering rules. We aren’t yet budgeting from large battery lease revenue, which was just a couple of hundred thousand dollars in 2023. We anticipate those scaling this up by the end of 2024 to a more meaningful level. Third, in the next three months, we’ll launch Spruce Pro, a new brand focused on selling services to the commercial and industrial segment. Next, I’ll cover Spruce’s capital and financing strategy in funding growth. Residential solar assets naturally support what can seem like high levels of project level debt due to contracted cash flows coming from our customer base with a weighted average FICO score greater than 750, but it’s really apples to oranges to compare it to installers.

Fundamentally, installers are not our peers, and it doesn’t work to use the same financial analysis. We lock in debt that is nonrecourse. We don’t use any convertible debt and above all, we protect our cash position, which again stood at a net $9.14 per share at the end of the quarter. We have historically used senior loans to pay for between 75% and 85% of the acquisition cost of our residential solar portfolios. Previously, we’ve used even higher advance rates through a Mezzanine debt facility, but we haven’t expanded that since becoming a public company. The debt markets for seasoned assets are still very robust. In fact, in the new deals we’re looking at now, lenders have been offering us more money than we want to take because our portfolios have such strong performance history.

I’m not saying we’re going to raise our debt levels just because we can. Yet we do like have an untapped debt capacity as a backup liquidity source. Now, tying our liquidity profile to our growth. Spruce is fully funded to achieve our near-term goal of reaching a customer contract portfolio of 90,000 by the end of 2024. In fact, that’s already baking in reducing our growth rate from 49% over the past year to about 20% annual growth going forward. With a disciplined approach to acquisition, we aren’t afraid to wait and preserve cash, [Indiscernible]. We can make acquisitions still that exceed our 18% investment return hurdle. Finally, before handing over to Sarah to walk through financials, I want to preview the significant headway in moving past several transitional tasks associated with our merger with XL Fleet last year.

First, in September, we reached an $11 million deal with the SEC, and we hope to reach settlements soon in the previously disclosed shareholder lawsuits in New York and Delaware. We’re glad to turn the page on those and get clarity on their financial impact. Second, we executed the 1 for 8 reverse stock split in early October to get out of penny stock status and address the NYSE continued listing standard. Third, we finished most of the efficiency steps following a merger. There are just 2 people from XL Fleet left at Spruce and nearly all the duplicate systems are shut down. Plainly said, M&A is our core competency, and we’re running a textbook post-merger integration, fast and focused on harvesting savings. As a final remark, since our entrance into public markets last fall, we’ve grown our base of solar assets and contracts, leading to meaningful growth in cash flows.

Going forward, we have no equity capital needs through at least 2025 while still meeting our growth targets, still increasing EBITDA and still increasing free cash flow. At the obvious point that I’ll keep repeating, we’re trading far below that net cash position of $9.14 per share even as our operations and acquisition returns are hitting all-time levels. With that, I’ll hand the call over to Sarah to walk through financials.

Sarah Wells: Thanks Christian. Before getting to the quarterly results, I’d like to quickly address a few housekeeping items that impacted our financial reporting. Consistent with the prior few quarters, legacy XL businesses, Drivetrain and XL Grid are presented as discontinued operations within our financials. These legacy businesses were divested in the first quarter of 2023 and we do not expect any material expenses going forward related to discontinued operations. Our continuing operating results in the third quarter reflect certain expenses related to XL Fleet, notably legal expenses related to previously disclosed SEC inquiry and related shareholder lawsuits. An update on these matters. During the third quarter, Spruce announced the resolution of the of XL Fleet.

The settlements of $11 million civil penalty was paid in October. Also during the third quarter, Spruce reached an agreement in principle with respect to the previously disclosed securities class action lawsuit filed in the Federal District Court for the Southern District of New York related to the 2020 merger of Spruce’s predecessor Company, XL Fleet Corp., has settled the matter for $19.5 million, subject to agreement on documentation and court approval. Additionally, Spruce determined, it is able to estimate its exposure in the previously disclosed securities class action lawsuit filed in the Delaware Court of Chancery related to the 2020 merger of Spruce’s predecessor company, XL Fleet Corp. Spruce estimates a settlement amount of approximately $300,000.

Collectively, these three items total cash costs and reserves of $30.8 million. Spruce expects these settlement amounts to be offset by $4.5 million of related insurance reimbursement for total cash costs and reserves of $26.3 million. Please note that these net settlement amounts have been recognized on a GAAP basis in third quarter financials. The net settlement amounts will be funded with corporate cash, which stood at $193 million at quarter end. So, the net cash position would be $166 million. Moving to third quarter financial results. Third quarter revenue was $23.3 million, up 2% from the second quarter’s $22.8 million. Revenue was higher primarily due to incremental revenues related to the acquisition of 2,400 residential solar systems and contracts that we announced in August as well as higher quarter-over-quarter revenues from solar renewable energy credit sales.

The increase was partially offset by lower PPA revenue due to the previously discussed weather impact during the quarter. Third quarter core OpEx, which includes both the company’s SG&A portfolios O&M was $8.9 million compared to $19 million in the second quarter. Portfolio owning expenses increased to $3.5 million in the third quarter from $3 million in the quarter, the sequential increase is tied to continued investment in our meter upgrade campaign as we replace legacy meters across our fleet to maintain the most efficient fleet as possible as well as moderate extract shortfall payments. SG&A expenses decreased significantly to $12.4 million in the third quarter from $16 million in the second quarter. Just to be clear, SG&A expenses, excluding legacy XL Fleet legal items were $14.3 million in the third quarter, a slight increase from $13 million in the second quarter.

The increase to core SG&A is largely tied to non-recurring IT spend and deal acquisition costs. Net loss attributable to stockholders was $19.3 million in the third quarter. And again, just to be clear, excluding legacy XL Fleet legal items, Spruce would have seen income of $5.1 million in the third quarter. Adjusted EBITDA totaled $7 million, adding in the cash flow from the Spruce Power portfolio, which in our financials, is called proceeds from investment in lease agreement brings the total to $14.9 million. In measuring the value of our long-term solar assets and contracts, we provided metrics on gross and net portfolio values, which represents the present value of the remaining net cash flows from customers. Using a base case of 6%, our gross portfolio value was $973 million.

After adjusting for nonrecourse debt and cash balances, our net portfolio value was $509 million. Next, I’ll speak to our capital and liquidity position. As of September 30th, 2023, we had cash and cash equivalents of approximately $193 million. This compares favorably to approximately $192 million at the end of the second quarter. The positive change in sequential cash is primarily attributable to strong performance from recent acquisitions and a decline in expenses tied to legacy XL Fleet, mainly legal expenses. The total principal balance of long-term debt was $657 million as of September 30th, 2023, up from $644 million. The sequential increase is attributable to debt raise alongside our latest acquisition in the past August through upsizing our existing SP2 facility and offset by scheduled principal amortization across our debt facilities.

Renewable power markets are broadly facing pressure on concerns about higher interest rates, so I’d like to address that. As detailed in our 10-Q, Spruce’s debt stack consists of four project finance facilities that support 13 of our residential solar portfolio acquisitions made since late 2018. We also have a mezzanine facility that was entered into when the company was private. All of these facilities are supported by project level cash flows at our nonrecourse to spruce corporate level cash. Spruce has zero corporate level debt. We have no loans coming to terms until late 2025. The weighted average blended all-in rate for our debt profile was approximately 5.7% as of 9/30. Additionally, we have effectively hedged away floating rate exposure with 97% of our debt profile hedged at quarter end with mark-to-market on our swaps at 9/30, a positive $44 million.

An important attribute of our swap positions is that the maturities of our swaps extend beyond the stated maturity on the underlying credit facilities a common element of project finance structuring. All of our swap positions extended to the early 2030s, put simply, in a refinance events of existing credit facilities maybe we can carry over the swap positions to refinance facilities, providing significant protections to the prevailing market reference rates. We have this protection for all of our senior credit facilities through another refinancing cycle. And to reiterate, our nearest maturing facility is in the back half of 2025. As far as bank reference rates, the weighted average margin on our senior credit facility is attractive at about 250 basis points, this is actually in line with the indicative pricing we are seeing today in the market.

To land the plane here, the highly predictable long-term cash flow profile of our solar assets provides adequate coverage of our long-term debt facilities. Our assets inherently support the ability to refinance and Spruce’s current debt has adequate protections against prevailing market reference rates over the medium term with swaps into the early 2030s. We currently do not envision any scenario in which corporate balance sheet cash would need to be injected into a portfolio company to support underlying project finance structures. Instead, we are watching a normal paydown of our debt balance through our scheduled principal payments. My final comments are on our share repurchase program. During the third quarter, we repurchased approximately 500,000 shares for $3.4 million.

At quarter end, there was $45 million remaining under our $50 million program. Our Board of Directors continually reassesses the repurchase program as a use of capital. With that, I’ll hand the call over to the operator for questions.

See also Warren Buffett’s Dividend Stocks and 15 Most Shorted Stocks Right Now.

Q&A Session

Operator: Thank you. [Operator Instructions] Your first question comes from the line of Tristan Richardson with Scotiabank.

Tristan Richardson: Hi, good afternoon. Christian, you mentioned in your prepared comments about seeing a target-rich environment and the pivot towards TPO bolsters the pipeline. Certainly, we’ve seen some stress in the ecosystem, particularly in the long tail, maybe with installers. Can you talk about the M&A landscape, how it’s changed versus maybe a year ago and certainly in the context of your 90,000 customer goal by the end of 2024?

Christian Fong: Sure. Tristan, thanks for joining. Look, we grew by 49% over the last year. So, clearly, that target-rich environment has enabled us to grow pretty well over the past year. Looking forward, we’re about 75,000 owned systems. To measure these different numbers, we say 80,000 that’s the number of service systems because it be some third-party so when I talk about getting to 90,000 by the end of 2024, which I’ve been consistent on since the beginning of this year. I’m going to reiterate that from that, that we’re headed — we think we get to 90,000, that’s about 20% growth. And so while I continue to, hey, this is a target-rich environment, it actually would enable us to slow down growth a little bit to a more moderate 20% and still hit those numbers.

In terms of what we’re seeing, I think of the pipeline of installers and what they are producing on the PPA and lease that is the TPO or third-party owned approach to financing and putting these on customers’ homes. And so now I’m going to draw from things that some of my, I’ll call them upstream peers. The installers have identified we may be seeing some softening nationwide perhaps 10% looking forward to the next year. However, that is way more than offset by the swing toward PPAs and leases that have gone from, I don’t know, 30% or 40% to upwards of 65% or 70% of that market. So, there are even more of our core business targets being created today than there were before and we anticipate that, that will continue going forward, that is the forward supply outstrips what we had a year or two ago.

The final piece I would say to this is that we’re currently in bilateral negotiation on over 10,000 different home systems and contracts, there is no guarantee that 10,000 will come to fruition and the deal will land. But our pipeline, we always keep it stocked. We’re constantly in negotiation with various installers and owners of assets that are looking for liquidity for some reason or perhaps even setting up something programmatically for repeat sales going forward to us. So, I don’t typically go into any more detail on our pipeline just because those are active negotiations but I do want to give that sort of transparency of to add 20%, that’s 15,000 more with a pipeline that involves 10,000 right now, we feel pretty good.

Tristan Richardson: Appreciate the context. And then maybe just to your prepared comments around field services in that initiative. Can you talk about how this helps the platform and/or the P&L? I mean, I think these are certainly capital-light customers, I assume. Did these contribute at these high-margin customers? And then how do you think about O&M perspective? Just in the context of pushing folks out into the field, making calls, rolling trucks, et cetera.

Christian Fong: Yes, let me put this in the context of three different things. One, we are protecting revenue. One of the fastest-growing segments that we have is our environmental commodities markets, put more plainly to market insiders, that’s the SRECs solar renewable energy credits. Other states have slightly different names for them. But broadly, the SRECs markets, we are seeing I’ll just say millions of dollars of growth. And they’re really active in those core markets that we’re talking about California, New Jersey, the places where we’re initially looking at field services. The reason then I say is protecting and enhancing that revenue stream is because there is a fair amount of the home systems that be nonvisible, if I can say it that way, that is the 3G meter shutdown, and we’ve been clear about this, getting our 3G meters upgraded to 4G, sometimes they’re Wi-Fi in places where cell service isn’t strong.