-Deal grows Spruce’s total customer contract portfolio to over 75,000 systems-

-Portfolio expected to generate about $4 million of annual revenue-

Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today announced the acquisition of a portfolio of over 2,400 residential solar systems and contracts from a publicly traded, regulated utility company for $20.9 million. The acquisition closed on August 18, 2023.

The acquired portfolio consists of residential solar systems located in California, New Jersey, and Massachusetts, with an average remaining contract life of nearly 11 years. The portfolio is expected to generate about $4.0 million of annual run-rate revenue. Prior to the acquisition, Spruce was the third-party services solution provider for the portfolio, which allows for efficient, low-cost integration into Spruce’s existing portfolio of home solar assets and contracts. Spruce’s total portfolio grows to over 75,000 home solar assets and contracts, representing almost 50% growth in less than a year since the Company’s transition into a pure play owner and operator of residential rooftop solar assets in 2022.

Spruce funded the acquisition purchase price entirely through proceeds from the concurrent upsizing of its Spruce Power 2 credit facility (the “SP2 Facility”). Strong performance to date of legacy Spruce assets in the SP2 Facility collateral pool resulted in the Company’s ability to raise incremental debt financing on the underlying assets during the upsize process, thus offsetting any cash equity needed for the acquisition purchase price. The SP2 Facility, as well as all of Spruce’s debt, is non-recourse to the Company.

"With Spruce already providing comprehensive servicing solutions to this acquired portfolio, our team is very familiar with the portfolio and its strong operating history and financial performance. This investment will provide Spruce an attractive return on capital and represents continued execution of our growth strategy that enables such low customer acquisition cost,” said Christian Fong, Spruce’s Chief Executive Officer.

Sarah Wells, Spruce’s Chief Financial Officer, added, “This is an exciting acquisition where Spruce could self-fund growth by tapping the operational excellence of the Company’s asset management teams and strong performance of our existing assets. With this acquisition, our financial outlook continues to improve, and we are tightening our expectation for annual run-rate business cash inflows to between $120 million and $130 million.”

About Spruce Power

Spruce Power Holding Corporation (NYSE: SPRU) is a leading owner and operator of distributed solar energy assets across the United States. We provide subscription-based services that make it easy for homeowners to benefit from rooftop solar power and battery storage. Our as-a-service model allows consumers to access new technology without making a significant upfront investment or incurring maintenance costs. Our company owns the cash flows from over 75,000 home solar assets and contracts across the United States. For additional information, please visit www.sprucepower.com.

Forward Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements in this release include statements regarding future rates of return on capital, the Company’s financial outlook, and the Company's prospects for long-term growth in revenues, business cash inflows and earnings. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward looking statements, including but not limited to: expectations regarding the growth of the solar industry, home electrification, electric vehicles and distributed energy resources; the ability to successfully integrate XL Fleet and Spruce; the ability to identify and complete future acquisitions; the ability to develop and market new products and services; the effects of pending and future legislation; the highly competitive nature of the Company’s business and markets; the ability to execute on and consummate business plans in anticipated time frames; litigation, complaints, product liability claims, government investigations and/or adverse publicity; cost increases or shortages in the components or chassis necessary to support the Company’s products and services; the introduction of new technologies; the impact of natural disasters and other events beyond our control, such as hurricanes or pandemics on the Company’s business, results of operations, financial condition, regulatory compliance and customer experience; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the availability of capital; and the other risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 30, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC in the future. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.

Use of Non-GAAP Financial Information

This press release includes the Company’s non-GAAP financial measure: business cash inflows. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. GAAP with respect to forward looking financial information. We believe that this non-GAAP measure, viewed in addition to and not in lieu of our reported GAAP results, provides useful information to investors by providing a more focused measure of operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. This non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies.

Business Cash Inflows:

We define business cash inflows as receipts of cash from long-term customer contracts, proceeds from investment in SEMTH master lease agreement, cash flows from SRECs and proceeds from customer contract buyouts. Business cash inflows may also include interest earned on cash invested, servicing revenue from third-parties and other extraordinary one time receipts.

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