The going-concern opinion and $177.5M near-term debt maturity are the dominant risks. Monitor for any SP1 Facility refinancing announcement or default — failure to refinance by October 30, 2026 would trigger foreclosure and cross-default on the Second Key Bank facility, likely wiping out equity. The administrative nature of this amendment does not change the fundamental distress.
Price Chart
Executive Summary
Spruce Power filed Amendment No. 3 to its 2025 10-K, a purely administrative amendment to correct exhibit references and file updated auditor consents. The core financial statements and going-concern warning remain unchanged from the original filing and prior amendments. The company's auditor, CohnReznick LLP, issued a going-concern opinion citing $122.9M negative working capital, $177.5M SP1 Facility due October 30, 2026 (extended from April 2026), and recurring net losses and negative operating cash flows. Revenue grew 36% YoY to $111.8M, but the net loss attributable to stockholders was $26.0M, and operating cash flow was negative $3.4M from continuing operations.
Key Facts
- Amendment No. 3 is purely administrative — corrects exhibit references and files updated auditor consents; no changes to financial statements.
- CohnReznick LLP issued a going-concern opinion citing $122.9M negative working capital, $177.5M SP1 Facility due October 30, 2026, and recurring net losses and negative operating cash flows.
- Revenue grew 36% YoY to $111.8M, but net loss attributable to stockholders was $26.0M, and operating cash flow from continuing operations was negative $3.4M.
- Total non-recourse debt was $676.8M, with $213.8M classified as current, primarily the SP1 Facility.
- The company repurchased 0.8M shares for $1.8M in FY2025; $42.0M remained available under the $50M repurchase program.
- One customer represented 41% of accounts receivable and 11% of total revenue in FY2025.
- The company resolved the Connecticut AG investigation with a nominal fee; other state AG investigations remain ongoing.
- BMZ USA obtained a $3.9M judgment against XL Hybrids; enforcement actions dismissed in 2026, but the company accrued $1.2M for potential losses.
- The company has federal NOL carryforwards of $568.7M and a full valuation allowance against deferred tax assets.
- The SP1 Facility was amended on March 27, 2026 to extend maturity to October 30, 2026, with a cross-default provision to the Second Key Bank Credit Agreement.
Financial Impact
Going-concern risk with $177.5M SP1 Facility due Oct 30, 2026; negative working capital of $122.9M; net loss of $26.0M on $111.8M revenue; negative operating cash flow of $3.4M.
Risk Factors
- Failure to refinance the $177.5M SP1 Facility by October 30, 2026 could trigger foreclosure and cross-default on other debt.
- Recurring net losses and negative operating cash flow indicate the business is not self-sustaining.
- Concentration risk: one customer represents 41% of accounts receivable and 11% of revenue.
- Ongoing state AG investigations and BMZ litigation create contingent liability exposure.
- Full valuation allowance against $96.7M of deferred tax assets limits future tax benefits.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 10 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001628280-26-049579 |
| Exhibit: ex312-spru10xka12312025rev.htm | 0001628280-26-049579 |
| Exhibit: ex311-spru10xka12312025rev.htm | 0001628280-26-049579 |
| Exhibit: ex322-spru10xka12312025rev.htm | 0001628280-26-049579 |
| Exhibit: ex321-spru10xka12312025rev.htm | 0001628280-26-049579 |
| Exhibit: ex232-spru10xka12312025rev.htm | 0001628280-26-049579 |
| Exhibit: ex231-spru10xka12312025rev.htm | 0001628280-26-049579 |
| Document: 0001628280-26-049579-index-headers.html | 0001628280-26-049579 |
| Document: 0001628280-26-049579-index.html | 0001628280-26-049579 |
| Document: 0001628280-26-049579.txt | 0001628280-26-049579 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 6, 2026 21d ago | 8-K | $1.61 $1.62 | ▲ +0.62% | ▲ +0.86% | $1.36 (−15.53%) |
Sep 23, 2026 4w ago | SC 13D/A | $2.00 $1.94 | ▼ −3.00% | ▼ −3.54% | $1.36 (−32.00%) |
Sep 21, 2026 5w ago | 3 | $2.01 $1.92 | ▼ −4.48% | ▼ −3.76% | $1.36 (−32.34%) |
Sep 21, 2026 5w ago | SC 13D/A | $2.01 $1.92 | ▼ −4.48% | ▼ −3.76% | $1.36 (−32.34%) |
Sep 16, 2026 5w ago | 8-K | $1.63 $1.63 | · 0.00% | ▼ −1.13% | $1.36 (−16.56%) |
Aug 11, 2026 11w ago | DEFA14A | $2.09 $2.12 | ▲ +1.44% | ▲ +1.18% | $1.36 (−34.93%) |
Jul 24, 2026 13w ago | 10-K/A | $2.13 $2.10 | ▲ +1.41% | ▲ +1.65% | $1.36 (+36.15%) |
Jul 16, 2026 14w ago | 8-K | $2.31 $2.40 | ▲ +3.90% | ▲ +4.89% | $1.36 (−41.13%) |
May 14, 2026 23w ago | 8-K | $3.04 $2.84 | ▼ −6.58% | ▼ −5.35% | $1.36 (−55.26%) |
Apr 3, 2026 29w ago | 8-K | $4.13 $3.85 | ▼ −6.78% | ▼ −6.84% | $1.36 (−67.07%) |
US Market Status
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