SPRUCE POWER HOLDING CORP
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001628280-26-035176
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001628280-26-056824
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 73 previous paragraphs and 90 current paragraphs.
45 unchanged; 26 reworded; 12 added; 2 removed; 0 previous and 7 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
During the six months ended June 30, 2025, the Company acquired 192 of the Additional NJR Systems for approximately $4.5 million in cash, inclusive of transaction costs of approximately $0.1 million.
Current report
Cost of revenues - operations and maintenance increased by $0.3 million, or 16%, to $2.5 million in the three months ended June 30, 2026 as compared to $2.2 million in the same period in 2025 primarily due to the timing of non-routine services resulting in a marginal decrease in outstanding service tickets.
Current report
Other (Income) Expense, net
Current report
Comparison of the Six Months Ended June 30, 2026 and 2025
Current report
Revenues decreased by $3.3 million, or 6%, to $53.8 million in the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was due primarily to a $1.3 million reduction in non-cash amortization revenues related to capitalized intangible solar agreements, a $1.2 million decrease in performance based revenues, a $0.8 million decrease in SREC revenue, and a $0.8 million decrease in servicing revenue. This was partially offset by a $0.6 million increase in other revenue related to other fees charged to the Company’s customers.
Current report
Cost of revenues - solar energy systems depreciation was flat at $14.5 million in the six months ended June 30, 2026 as compared to the same period in 2025.
Current report
Selling, General and Administrative
Current report
Interest Income
Current report
Interest Expense, Net
Current report
Interest expense, net in thesix months ended June 30, 2026 of$25.2 million consi sted of $24.1 million of interest expense, $3.7 million related to the amortization deferred financing costs, partially offset by realized gains from settlements of our interest rate swaps of $2.6 million.
Current report
In comparison, interest expense, net in the six months ended June 30, 2025 consisted of $25.5 million consisted of (i) $22.2 million of interest expense, net of realized gains from settlements of our interest rate swaps, and (ii) $3.3 million related to the amortization of debt discount and deferred financing costs.
Current report
Other Income (Expense), net
Removed paragraphs (2)
Previous report
Revenues
Previous report
Other Expense, net
Reworded paragraphs (26)
Previous wording
The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our financial condition and results of operations. This discussion and analysis should be read together with our results of operations and financial condition and the unaudited condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026 as amended by the Annual Report on Form 10-K/A filed with the SEC on April 3, 2026 (the “Annual Report”). In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions. Refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or elsewhere in this Quarterly Report on Form 10-Q and under “Risk Factors” in Item 1A of the Annual Report.
Current wording
The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our financial condition and results of operations. This discussion and analysis should be read together with our results of operations and financial condition and the unaudited condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026 (as amended, the “Annual Report”). In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions. Refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or elsewhere in this Quarterly Report on Form 10-Q and under “Risk Factors” in Item 1A of the Annual Report.
Previous wording
We are a leading owner and operator of distributed solar energy assets across the U.S., offering subscription-based services to approximately 84,000 home solar assets and customer contracts, making renewable energy more accessible to everyone. We offer asset management and operating and maintenance services and are contracted to service approximately 60,000 systems owned by third parties, as well as to our Portfolio, through our Spruce Pro servicing platform.
Current wording
We are a leading owner and operator of distributed solar energy assets across the U.S., offering subscription-based services to approximately 83,000 home solar assets and customer contracts, making renewable energy more accessible to everyone. We offer asset management and operating and maintenance services and are contracted to service approximately 60,000 systems owned by third parties, as well as to our Portfolio, through our Spruce Pro servicing platform.
Previous wording
For the three months ended March 31, 2026 and 2025, our revenues totaled $23.4 million and $23.8 million, respectively, while our net loss attributable to stockholders was $2.9 million and $15.3 million, respectively. Our financial performance during the three months ended March 31, 2026 was impacted by reductions in our operations and maintenance costs, reductions in our selling, general and administrative expenses, and fluctuations in the value of our interest rate swaps. See the section below titled “Results of Operations” in this Quarterly Report on Form 10-Q for more information on our operating results for the three months ended March 31, 2026 and 2025.
Current wording
For the three months ended June 30, 2026 and 2025, our revenues totaled $30.3 million and $33.3 million, respectively, while our net income attributable to stockholders was $3.3 million for the three months ended June 30, 2026 and our net loss attributable to stockholders was $3.0 million for the three months ended June 30, 2025. For the six months ended June 30, 2026 and 2025, our revenues totaled $53.8 million and $57.1 million, respectively, while our net income attributable to stockholders was $0.4 million for the six months ended June 30, 2026 and net loss attributable to stockholders was $18.3 million for the six months ended June 30, 2025. Our financial performance during the three and six months ended June 30, 2026 was impacted by reductions in our selling, general and administrative expenses, and fluctuations in the value of our interest rate swaps. See the section below titled “Results of Operations” in this Quarterly Report on Form 10-Q for more information on our operating results for the three and six months ended June 30, 2026 and 2025.
Previous wording
We focus on several core pillars in our operations and we strive to deliver operational excellence to our clean energy customers and the communities we serve. For the three months ended March 31, 2026, our portfolio generated approximately 105 thousand MWh of power, compared to the 123 thousand MWh of power for the three months ended March 31, 2025. We prioritize a high level of customer satisfaction through our in-house call centers and customer service support teams. For three months ended March 31, 2026, our customer satisfaction score was 81%. We also concentrate our efforts on a growth strategy focusing on accretive acquisitions and a capital-light approach expanding our existing service offerings through our Sprue Pro services platform. As a result of fully integrating the NJR Acquisition and limited deployment of new growth capital in 2025, revenues remained relatively flat for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Current wording
We focus on several core pillars in our operations and we strive to deliver operational excellence to our clean energy customers and the communities we serve. For the three months ended June 30, 2026, our portfolio generated approximately 196 thousand MWh of power, compared to the 187 thousand MWh of power for the three months ended June 30, 2025. We prioritize a high level of customer satisfaction through our in-house call centers and customer service support teams. For three months ended June 30, 2026, our customer satisfaction score was 80%. We also concentrate our efforts on a growth strategy focusing on accretive acquisitions and a capital-light approach expanding our existing service offerings through our Sprue Pro services platform.
Previous wording
Certain information above constitutes key operating metrics that we use to evaluate our operations, measure our performance and identify trends in our business. Some of our key operating metrics are estimates that are based on our management’s beliefs and assumptions and on information currently available to management. Although we believe we have a reasonable basis for each of these estimates, we caution that these estimates are based on a combination of assumptions that may prove to be inaccurate over time, and any inaccuracies could be material to our actual results when compared to our calculations. See the section titled “Risk Factors” in Item 1A of our Annual Report for more information. Furthermore, other companies may calculate these operating metrics differently than we do now or in the future, which would reduce their usefulness as a comparative measure.
Current wording
Certain information above constitutes key operating metrics, but do not constitute all of such metrics that we use to evaluate our operations, measure our performance and identify trends in our business. Some of our key operating metrics include estimates that are based on our management’s beliefs and assumptions and on information currently available to management. Although we believe we have a reasonable basis for each of these estimates, we caution that these estimates are based on a combination of assumptions that may prove to be inaccurate over time, and any inaccuracies could be material to our actual results when compared to our calculations. See the section titled “Risk Factors” in Item 1A of our Annual Report for more information. Furthermore, other companies may calculate these operating metrics differently than we do now or in the future, which would reduce their usefulness as a comparative measure.
Previous wording
During the three months ended March 31, 2025, we acquired 83 additional solar energy systems pursuant to the NJR Acquisition, for approximately $1.6 million in cash, inclusive of transaction costs of $0.1 million. During the three months ended March 31, 2026, no additional systems were acquired.
Current wording
During the three months ended June 30, 2025, the Company acquired 109 of the Additional NJR Systems for approximately $2.9 million in cash, inclusive of transaction costs of less than $0.1 million.
Previous wording
On March 27, 2026, the Company entered into an amendment (the “SP1 Facility Amendment”) to the SP1 Facility with Silicon Valley Bank (the “SP1 Facility”) which extends the maturity date to October 30, 2026 (the “Amended SP1 Maturity Date”), unless a signed term sheet for a long-term financing is obtained, in which case the Amended SP1 Maturity Date will be January 30, 2027. Under the terms of the SP1 Facility Amendment, the applicable margin is 2.75% per annum from the effective date of the extension to October 30, 2026, and 3.25% per annum until maturity. The SP1 Facility Amendment includes a cross-default provision with the Second Key Bank Credit Agreement.
Current wording
On March 27, 2026, the Company entered into an amendment (the “SP1 Facility Amendment”) to the SP1 Facility with Silicon Valley Bank (the “SP1 Facility”) which extends the maturity date to October 30, 2026 (the “Amended SP1 Maturity Date”), unless a signed term sheet for a long-term financing is obtained, in which case the Amended SP1 Maturity Date will be January 30, 2027. Under the terms of the SP1 Facility Amendment, the applicable margin is 2.75% per annum from the effective date of the extension to October 30, 2026, and 3.25% per annum until maturity. The SP1 Facility Amendment includes a cross-default provision with the Second KeyBank Credit Agreement.
Previous wording
Revenues decreased by $0.4 million, or 2%, to $23.4 million in the three months ended March 31, 2026 as compared to the same period in 2025. The decrease was due primarily to a $0.6 million reduction in non-cash amortization revenues related to capitalized intangible solar agreements as well as a $0.3 million decrease in PPA revenues due to buyouts and weather related impacts. This was partially offset by a modest $0.1 million increase in SLA revenues primarily related to the incremental NJR system acquisitions closed in the second half of 2025 and a $0.6 million net increase in SREC and performance based revenues.
Current wording
Revenues decreased by $2.9 million, or 9%, to $30.3 million in the three months ended June 30, 2026 as compared to the same period in 2025. The decrease was due primarily to a $1.4 million reduction in performance based revenues, a $1.1 million reduction in SRECs, and a $0.7 million reduction in non-cash amortization revenues related to capitalized intangible solar agreements. This was partially offset by a $0.3 million increase in SLA revenues.
Previous wording
Cost of revenues - solar energy systems depreciation was flat at $7.3 million in the three months ended March 31, 2026 as compared to the same period in 2025. A modest increase from incremental depreciation related to the NJR incremental acquisitions was offset by a reduction from buyouts.
Current wording
Cost of revenues - solar energy systems depreciation was flat at $7.3 million in the three months ended June 30, 2026 as compared to the same period in 2025.
Previous wording
Interest income of $4.8 million in the three months ended March 31, 2026 related to $4.3 million of interest income from the SEMTH Master Lease and $0.5 million interest earned on investments. In comparison, interest income of $5.3 million for the three months ended March 31, 2025 related to $4.5 million of interest income from the SEMTH Master Lease and $0.8 million of interest earned on investments.
Current wording
Interest income of $4.8 million in the three months ended June 30, 2026 related to $4.3 million of interest income from the SEMTH Master Lease and $0.5 million interest earned on investments. In comparison, interest income of $5.2 million for the three months ended June 30, 2025 related to $4.4 million of interest income from the SEMTH Master Lease and $0.8 million of interest earnedon investments.
Previous wording
Interest expense, net in the three months ended March 31, 2026 of $12.3 million consisted of $12.1 million of interest expense, $1.6 million related to the amortization deferred financing costs, partially offset by realized gains from settlements of our interest rate swaps of $1.4 million.
Current wording
Interest expense, net in the three months ended June 30, 2026 of $12.9 million consisted of $12.0 million of interest expense, and $2.1 million related to the amortization deferred financing costs, partially offset by realized gains from settlements of our interest rate swaps of $1.3 million.
Previous wording
In comparison, interest expense, net in the three months ended March 31, 2025 consisted of $12.7 million $13.2 million of interest expense related to the principal amounts of our outstanding non-recourse debt and $1.6 million related to the amortization of debt discount and deferred financing costs, both partially offset by $2.1 million of net realized gains from settlements of our interest rate swaps.
Current wording
In comparison, interest expense, net in the three months ended June 30, 2025 consisted of$12.8 million consisted of $11.2 million of interest expense, net of realized gains from settlements of our interest rate swaps, and $1.6 million related to the amortization of debt discount and deferred financing costs.
Previous wording
Other expense, net of $0.8 million gain for the three months ended March 31, 2026 primarily related to the change in fair value of interest rate swaps due to changes in forecasted market interest rates, while other expense, net of $6.2 million loss for the three months ended March 31, 2025 primarily related to the change in fair value of interest rate swaps.
Current wording
Other income, net of $1.7 million for the three months ended June 30, 2026 primarily related to the change in fair value of interest rate swaps due to changes in forecasted market interest rates, while other expense, net of $4.1 million gain for the three months ended June 30, 2025 primarily related to the change in fair value of interest rate swaps.
Previous wording
Cost of revenues - operations and maintenance (“O&M”) decreased by $2.7 million, or 70%, to $1.2 million in the three months ended March 31, 2026 as compared to $3.9 million in the same period in 2025 primarily due to cost reductions resulting from certain O&M efficiencies implemented in 2025 and carried forward into the first quarter 2026. These efficiencies include greater leverage of our asset management platform to streamline third party vendors management and return material authorizations processing as well as utilizing more in-house servicing teams. Additionally, the first half of 2025 included a significant meter upgrade effort on our solar energy systems which has been completed.
Current wording
Cost of revenues - operations and maintenance (“O&M”) decreased by $2.4 million, or 40%, to $3.7 million in the six months ended June 30, 2026 as compared to $6.1 million in the same period in 2025 primarily due to cost reductions resulting from certain O&M efficiencies implemented in 2025 and carried forward into 2026. These efficiencies include greater leverage of our asset management platform to streamline third party vendors management and return material authorizations processing as well as utilizing more in-house servicing teams. Additionally, the first quarter of 2025 included a significant meter upgrade effort on our solar energy systems which has been completed.
Previous wording
Selling, general and administrative (“SG&A”) expenses decreased by $3.1 million, or 21%, to $11.6 million in the three months ended March 31, 2026 as compared to $14.7 million in the same period in 2025 primarily due toa decrease in compensation and benefits driven by a decrease in labor force, lower professional and audit related fees, and a marginal decrease in net legal fees including litigation settlements. This was partially offset by a marginal increase in bad debt expense and other expenses associated with the debt extension.
Current wording
Selling, general and administrative (“SG&A”) expenses decreased by $7.0 million, or 24%, to $22.9 million in the six months ended June 30, 2026 as compared to $29.9 million in the same period in 2025 primarily due to a decrease in compensation and benefits driven by a decrease in labor force, lower professional and audit related fees, and a marginal decrease in net legal fees including litigation settlements. This was partially offset by an increase in expenses associated with the debt extension.
Previous wording
As of March 31, 2026, we had negative working capital of $119.7 million resulting from the presentation of the principal amounts outstanding under the SP1 Facility as current debt as of that date. Our negative working capital included cash and cash equivalents and restricted cash of $85.6 million. We had net losses attributable to stockholders of $2.9 million and $15.3 million for the three months ended March 31, 2026 and 2025, respectively.
Current wording
As of June 30, 2026, we had negative working capital of $175.0 million resulting from the presentation of the principal amounts outstanding under the SP1 Facility and SP2 Facility as current debt as of that date. Our negative working capital included cash and cash equivalents and restricted cash of $81.5 million. We had net income attributable to stockholders of $0.4 million for the six months ended June 30, 2026 and net loss attributable to stockholders of $18.3 million for the six months ended June 30, 2025.
Previous wording
Our principal sources of liquidity include cash and cash equivalents and cash inflows from operations. We receive cash from certain of our wholly-owned subsidiaries specifically related to the portfolio servicing fees provided for under the relevant servicing agreements between us and the subsidiaries, as well as reimbursement for any expenses we pay on behalf of those subsidiaries, which are allowed under certain agreements related to those subsidiaries. Our cash requirements depend on many factors, including the execution of our business strategy. We may be required to utilize our cash to support certain current and future operations of our subsidiaries. We remain focused on managing costs, including capital expenditures, maintaining a strong balance sheet, and ensuring adequate liquidity. Our primary cash needs are debt servicing, acquisition of solar energy portfolios, operating expenses, and working capital to support the growth in our business. Working capital is impacted by the timing and extent of our business needs. See below discussions under “Cash Flows Summary” for the impact of our operations on our cash balances during the three months ended March 31, 2026 and 2025.
Current wording
Our principal sources of liquidity include cash and cash equivalents and cash inflows from operations. We receive cash from certain of our wholly-owned subsidiaries specifically related to the portfolio servicing fees provided for under the relevant servicing agreements between us and the subsidiaries, as well as reimbursement for any expenses we pay on behalf of those subsidiaries, which are allowed under certain agreements related to those subsidiaries. Our cash requirements depend on many factors, including the execution of our business strategy. We may be required to utilize our cash to support certain current and future operations of our subsidiaries. We remain focused on managing costs, including capital expenditures, maintaining a strong balance sheet, and ensuring adequate liquidity. Our primary cash needs are debt servicing, acquisition of solar energy portfolios, operating expenses, and working capital to support the growth in our business. Working capital is impacted by the timing and extent of our business needs. See below discussions under “Cash Flows Summary” for the impact of our operations on our cash balances during the six months ended June 30, 2026 and 2025.
Previous wording
As of March 31, 2026, our aggregate debt balance was $668.3 million, net of $15.1 million of unamortized fair value adjustment and $3.9 million of unamortized deferred financing costs, all of which is non-recourse project-level debt. Our debt consists of five senior debt facilities and one subordinated debt facility, of which the earliest maturity date is October 30, 2026, unless a signed term sheet for a long-term financing is obtained, in which case the earliest maturity date is January 30, 2027 and has been classified as current at March 31, 2026. For additional information on our debt, refer to Note 7. Non-Recourse Debt included within the accompanying unaudited condensed consolidated financial statements.
Current wording
As of June 30, 2026, our aggregate debt balance was $662.6 million, net of $14.1 million of unamortized fair value adjustment and $2.9 million of unamortized deferred financing costs, all of which is non-recourse project-level debt. Our debt consists of five senior debt facilities and one subordinated debt facility, of which the earliest maturity date is October 30, 2026, unless a signed term sheet for a long-term financing is obtained, in which case the earliest maturity date is January 30, 2027 and has been classified as current at June 30, 2026. The maturity date of the SP2 Facility is May 14, 2027 and has been classified as current as of June 30, 2026. For additional information on our debt, refer to Note 7. Non-Recourse Debt included within the accompanying unaudited condensed consolidated financial statements.
Previous wording
The Company’s debt obligations under the SP1 Facility and SP2 Facility are non-recourse to the Company (see Note 7. Non-Recourse Debt). With regards to the SP1 Facility, on March 27, 2026, the Company entered into the SP1 Facility Amendment, as defined below, to extend the maturity of this facility to October 30, 2026 (the “Amended SP1 Maturity Date”), unless a signed term sheet for a long-term financing is obtained, in which case the extended maturity date will be January 30, 2027. With regards to the SP2 Facility, the maturity date is May 14, 2027 (the “SP2 Maturity Date”). Because (i) the Amended SP1 Maturity Date and the SP2 Maturity Date are within twelve months from the date the accompanying unaudited condensed consolidated financial statements are issued, (ii) the Company has not yet entered into a commitment to refinance the SP1 or SP2 Facility, (iii) the Company has determined that it is unlikely to have sufficient cash on hand or proceeds from currently available liquidity sources to satisfy the SP1 Facility at the Amended SP1 Maturity Date or the SP2 Facility at the SP2 Maturity Dates, (iv) the Company hadnegative working capital of$119.7 million as of March 31, 2026 solely due to the current maturity of the SP1 Facility at that date, and (v) the Company has experienced recurring net losses and negative cash flows from operations for thethree months ended March 31, 2026 and 2025, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Our condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
Current wording
The Company’s debt obligations under the SP1 Facility and SP2 Facility are non-recourse to the Company (see Note 7. Non-Recourse Debt). With regards to the SP1 Facility, on March 27, 2026, the Company entered into the SP1 Facility Amendment to extend the maturity of this facility to October 30, 2026 (the “Amended SP1 Maturity Date”), unless a signed term sheet for a long-term financing is obtained, in which case the extended maturity date will be January 30, 2027. The maturity date of the SP2 Facility is May 14, 2027 (the “SP2 Maturity Date”). Because (i) the Amended SP1 Maturity Date and the SP2 Maturity Date are within twelve months from the date the accompanying unaudited condensed consolidated financial statements are issued, (ii) the Company has not yet entered into a commitment to refinance the SP1 or SP2 Facility, (iii) the Company has determined that it is unlikely to have sufficient cash on hand or proceeds from currently available liquidity sources to satisfy the SP1 Facility at the Amended SP1 Maturity Date or the SP2 Facility at the SP2 Maturity Date, (iv) the Company had negative working capital of $175.0 million as of June 30, 2026 due to the current maturity of the SP1 Facility and SP2 Facility, and (v) the Company hasexperienced recurring net losses and negative cash flows from operations for thesix months ended June 30, 2026 and 2025, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Our condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
Previous wording
The Company plans to refinance the SP1 Facility prior to the Amended SP1 Maturity Date and the SP2 Facility by the SP2 Maturity Date consistent with the Company’s historical financing strategy for investing in solar assets on a leveraged basis. The Company has commenced preliminary discussions with potential lenders with respect to refinancing the SP1 Facility, which are currently being reviewed by management. The Company’s management believes that such refinancing will be completed prior to the Amended SP1 Maturity Date. However, the Company can offer no assurances it will be able to obtain financing at acceptable terms or at all. Therefore, the Company has concluded that there is substantial doubt about its ability to continue as a going concern. Should the Company be unsuccessful in refinancing the SP1 Facility or the SP2 Facility, this could result in a foreclosure of collateral and negatively impact operations. Further, an event of default on the SP1 Facility, if not cured in the permittable time allowed under the agreement, would result in a cross default on the Second Key Bank Credit Agreement, which is also non-recourse.
Current wording
The Company is working towards obtaining a signed term sheet for the SP1 Facility prior to the Amended SP1 Maturity Date, refinancing the SP1 Facility before the extended maturity date of January 30, 2027, and refinancing the SP2 Facility prior to the SP2 Maturity Date consistent with the Company’s historical financing strategy for investing in solar assets on a leveraged basis. The Company has engaged a financial advisor to assist the Company with potential lenders, which are currently being reviewed by management. However, the Company can offer no assurances it will be able to obtain financing at acceptable terms or at all. Therefore, the Company has concluded that there is substantial doubt about its ability to continue as a going concern. Should the Company be unsuccessful in refinancing the SP1 Facility or the SP2 Facility, this could result in a foreclosure of collateral and negatively impact operations. Further, an event of default on the SP1 Facility, SP2 Facility, or SP3 Facility would result in a cross default on the Second KeyBank Credit Agreement.
Previous wording
Net cash used in operating activities improved by $6.4 million in the three months ended March 31, 2026 compared to thesame period in 2025 primarily due to a decrease in the Net Loss primarily related to lower O&M and SG&A expenses during the three months ended March 31, 2026, discussed above. Net working capital changes remained consistent compared to the prior year quarter while accounts receivable increased primarily due to SREC receivables resulting in a negative impact on cash.
Current wording
Net cash used in operating activities improved by $5.5 million in the six months ended June 30, 2026 compared to thesame period in 2025 primarily due to a decrease in the net loss primarily related to lower O&M and SG&A expenses during the six months ended June 30, 2026, discussed above. Net working capital changes remained consistent compared to the prior year quarter while accounts receivable increased primarily due to SREC receivables resulting in a negative impact on cash.
Previous wording
The net cash provided by investing activities in the three months ended March 31, 2026 was $5.3 million, which primarily related to $3.9 million of proceeds from our investments under the SEMTH Master Lease and $1.4 million of proceeds from the sale of solar energy systems. There were no payments related to the acquisition or purchases of property and equipment in 2026 compared to $1.6 million paid for incremental NJR solar systems and $0.1 million paid for equipment in 2025.
Current wording
The net cash provided by investing activities in the six months ended June 30, 2026 was $12.3 million, which primarily related to $9.4 million of proceeds from our investments under the SEMTH Master Lease and $2.9 million of proceeds from the sale of solar energy systems. There were no payments related to the acqui sition or purchases of property and equipment in 2026 compared to$4.5 million related to the acquisition of the Additional NJR Systems in 2025.
Previous wording
The net cash provided by investing activities in the three months ended March 31, 2025 primarily related to $4.5 million of proceeds from the SEMTH investment and $1.4 million of proceeds from the sale of solar energy systems, partially offset by $1.6 million of net payments related to the NJR Acquisition.
Current wording
The net cash provided by investing activities in the six months ended June 30, 2025 primarily related to $10.5 million of proceeds from the SEMTH investment and $2.6 million of proceeds from the sale of solar energy systems, partially offset by $4.5 million of net payments related to the NJR Acquisition.
Previous wording
The net cash used in financing activities in the three months ended March 31, 2026 was $10.2 million, which primarily related to $8.2 million for repayments of our non-recourse debt, and $1.9 million related to deferred financing costs incurred as part of the SP1 extension.
Current wording
The net cash used in financing activities in the six months ended June 30, 2026 was $18.0 million, which primarily related to $16.1 million for repayments of our non-recourse debt, and $1.9 million related to deferred financing costs incurred as part of the SP1 extension.
Previous wording
The net cash used in financing activities in the three months ended March 31, 2025 primarily related to $6.8 million for repayments of our non-recourse debt and $0.8 million related to shares repurchased under our Repurchase Program.
Current wording
The net cash used in financing activities in the six months ended June 30, 2025 primarily related to $13.6 million for repayments of our non-recourse debt and $1.8 million related to shares repurchased under our Repurchase Program.
Previous wording
Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. Preparation of these unaudited condensed financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Our most critical accounting estimates are those most important to the portrayal of its financial condition and results of operations and which require us to make its most difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Although management believes that its estimates and assumptions are reasonable, they are based on information available when they are made and, therefore, may differ from estimates made under different assumptions or conditions. Our critical accounting estimates are discussed within Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report. Other than the valuation models used in determining future principal debt amortization on certain of our credit facilities, there have been no other material changes to our critical accounting estimates during the three months ended March 31, 2026.
Current wording
Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. Preparation of these unaudited condensed financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Our most critical accounting estimates are those most important to the portrayal of its financial condition and results of operations and which require us to make its most difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Although management believes that its estimates and assumptions are reasonable, they are based on information available when they are made and, therefore, may differ from estimates made under different assumptions or conditions. Our critical accounting estimates are discussed within Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report. Other than the valuation models used in determining future principal debt amortization on certain of our credit facilities, there have been no other material changes to our critical accounting estimates during the six months ended June 30, 2026.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Selling, general and administrative expenses decreased by $4.0 million, or 26%, to $11.3 million in the three months ended June 30, 2026 as compared to $15.2 million in the same period in 2025 primarily due to a decrease in compensation and benefits driven by a decrease in labor force, lower professional and audit related fees, and a marginal decrease in net legal fees including litigation settlements.
Current report — wording carried from elsewhere
Information with respect to the unaudited condensed consolidated statements of operations for the six months ended June 30, 2026 and 2025 is presented below:
Current report — wording carried from elsewhere
Cost of Revenues — Solar Energy Systems Depreciation
Current report — wording carried from elsewhere
Cost of Revenues — Operations and Maintenance
Current report — wording carried from elsewhere
Interest income of $9.6 million in thesix months ended June 30, 2026 related to$8.7 million of interest income from the SEMTH Master Lease and$0.9 million interest earned on investments. In comparison, interest income of $10.4 million for thesix months ended June 30, 2025 related to $9.0 million of interest income from the SEMTH Master Lease and $1.4 million of interest earned on investments.
Current report — wording carried from elsewhere
Interest expense, net decreased marginally year over year due to the lower debt balance resulting from repaying principal debt in 2026. See Note 7. Non-Recourse Debt for further information on our debt and Note 8. Interest Rate Swaps for further information on our interest rate swaps.
Current report — wording carried from elsewhere
Other income (expense), net of $2.5 million for the six months ended June 30, 2026 primarily related to the change in fair value of interest rate swaps due to changes in forecasted market interest rates, while other expense, net of $10.3 million for the six months ended June 30, 2025 primarily related to the change in fair value of interest rate swaps.