10-Q 1 shls-20220331.htm 10-Q shls-20220331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________

Commission File Number: 001-39942

Shoals Technologies Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware85-3774438
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
1400 Shoals WayPortlandTennessee37148
(Address of principal executive offices)(Zip Code)

(Registrant’s telephone number, including area code)(615)451-1400

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.00001 Par ValueSHLSNasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes No

As of May 13, 2022, the registrant had $112,403,425 shares of Class A common stock and 54,794,479 shares of Class B common stock issued and outstanding.

i


TABLE OF CONTENTS

ITEMPAGE
PART I
Item 1.Financial Statements (Unaudited)
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Item 4.Controls and Procedures
PART II
Item 1.Legal Proceedings
Item 1A.Risk Factors
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.Defaults Upon Senior Securities
Item 4.Mine Safety Disclosures
Item 5.Other Information
Item 6.Exhibits
SIGNATURES


ii

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” "seek," “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report with the understanding that a number of factors could cause actual results to differ materially from those indicated forward-looking statements in this report, including, without limitation, those factors described in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I and Item 1A “Risk Factors” of Part II.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Some of the key factors that could cause actual results to differ from our expectations include the following:
if demand for solar energy projects does not continue to grow or grows at a slower rate than we anticipate, our business will suffer;
existing electric utility industry policies and regulations, and any subsequent changes, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for our products or harm our ability to compete;
our industry has historically been cyclical and experienced periodic downturns;
if we fail to, or incur significant costs in order to, obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights, our business and results of operations could be materially harmed;
if we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed;
acquisitions, joint ventures and/or investments, including our most recent acquisition of ConnectPV, and the failure to integrate acquired businesses, could disrupt our business and/or dilute or adversely affect the price of our common stock;
if our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest, and our competitive position may be harmed;
we may experience delays, disruptions or quality control problems in our manufacturing operations in part due to vendor concentration;
the interruption of the flow of components and materials from international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports;
iii

changes in the United States trade environment, including the imposition of import tariffs and antidumping and countervailing duties, could adversely affect the amount or timing of our revenue, results of operations or cash flows;
we face risks related to actual or threatened health epidemics, such as the COVID-19 pandemic, and other outbreaks, which could significantly disrupt our manufacturing and operations;
our future growth in the EV charging market is highly dependent on the demand for, and consumers’ willingness to adopt, EVs;
the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business;
a drop in the price of electricity sold may harm our business, financial condition, results of operations and prospects;
an increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets could make it difficult for end customers to finance the cost of a solar energy system and could reduce the demand for our products;
defects or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products;
our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations, resulting in a decline in the price of our Class A common stock;
compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our business operations and, if significant or extreme, affect our results of operations;
our planned expansion could subject us to additional business, financial, regulatory and competitive risks;
our indebtedness could adversely affect our financial flexibility and our competitive position;
our indebtedness may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations;
developments in alternative technologies may have a material adverse effect on demand for our offerings;
we are a holding company and our principal asset after completion of the reorganization is our interest in Shoals Parent and, accordingly, we are dependent upon Shoals Parent and its consolidated subsidiaries for our results of operations, cash flows and distributions;
we are required to make payments under the Tax Receivable Agreement and the amounts of such payments will be significant;
we will not be reimbursed for any payments made to the beneficiaries under the Tax Receivable Agreement in the event that any purported tax benefits are subsequently disallowed by the IRS;
as an emerging growth company within the meaning of the Securities Act, we may utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make our Class A common stock less attractive to investors;
provisions in our certificate of incorporation and our bylaws may have the effect of delaying or preventing a change of control or changes in our management;
our certificate of incorporation also provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our
iv

stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees;
future sales of our Class A common stock, or the perception that such sales may occur, could depress our Class A common stock price; and
if we fail to implement and maintain effective internal controls over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business
v

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Shoals Technologies Group, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except shares and par value)
March 31,
2022
December 31, 2021
Assets
Current Assets
Cash and cash equivalents$2,534 $5,006 
Accounts receivable, net56,887 31,499 
Unbilled receivables16,149 13,533 
Inventory, net49,479 38,368 
Other current assets12,651 5,042 
Total Current Assets137,700 93,448 
Property, plant and equipment, net16,032 15,574 
Goodwill69,436 69,436 
Other intangible assets, net62,966 65,236 
Deferred tax assets175,539 176,958 
Other assets12,799 5,762 
Total Assets$474,472 $426,414 
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable$17,879 $19,985 
Accrued expenses14,764 9,569 
Current portion of payable pursuant to the tax receivable agreement4,065  
Long-term debt—current portion2,000 2,000 
Total Current Liabilities38,708 31,554 
Revolving line of credit90,140 55,140 
Long-term debt, less current portion189,689 189,913 
Payable pursuant to the tax receivable agreement, less current portion152,309 156,374 
Other long-term liabilities5,074 931 
Total Liabilities475,920 433,912 
Commitments and Contingencies (Note 14)
Stockholders’ Deficit
Preferred stock, $0.00001 par value - 5,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021
  
Class A common stock, $0.00001 par value - 1,000,000,000 shares authorized; 112,358,397 and 112,049,981 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
1 1 
Class B common stock, $0.00001 par value - 195,000,000 shares authorized; 54,794,479 shares issued and outstanding as of March 31, 2022 and December 31, 2021
1 1 
Additional paid-in capital98,376 95,684 
Accumulated deficit(90,493)(93,133)
Total stockholders’ equity attributable to Shoals Technologies Group, Inc.7,885 2,553 
Non-controlling interests(9,333)(10,051)
Total stockholders' deficit(1,448)(7,498)
Total Liabilities and Stockholders’ Deficit$474,472 $426,414 

See accompanying notes to condensed consolidated financial statements.
1



Shoals Technologies Group, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
Three Months Ended March 31,
20222021
Revenue$67,976 $45,604 
Cost of revenue41,684 26,830 
Gross profit26,292 18,774 
Operating Expenses
General and administrative expenses13,919 6,816 
Depreciation and amortization2,366 2,068 
Total Operating Expenses16,285 8,884 
Income from Operations10,007 9,890 
Interest expense, net(3,836)(3,709)
Loss on debt repayment (15,990)
Income (loss) before income taxes6,171 (9,809)
Income tax (expense) benefit(1,522)1,475 
Net income (loss)4,649 (8,334)
Less: net income (loss) attributable to non-controlling interests2,009 (5,475)
Net income (loss) attributable to Shoals Technologies Group, Inc.$2,640 $(2,859)
Three Months Ended
March 31, 2022
Period from January 27, 2021
to March 31, 2021
Earnings (loss) per share of Class A common stock:
Basic$0.02 $(0.06)
Diluted$0.02 $(0.06)
Weighted average shares of Class A common stock outstanding:
Basic112,211 93,540 
Diluted112,240 93,540 

See accompanying notes to condensed consolidated financial statements.
2


Shoals Technologies Group, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)
(in thousands, except shares)

For the three months ended March 31, 2022
Class A
Common Stock
Class B
Common Stock
Additional Paid-In CapitalAccumulated DeficitNon-Controlling InterestTotal Stockholders' Deficit
SharesAmountSharesAmount
Balance at
December 31, 2021
112,049,981 $1 54,794,479 $1 $95,684 $(93,133)$(10,051)$(7,498)
Equity-based compensation— — — — 5,636 — — 5,636 
Activity under stock compensation plan— — — — (2,944)— 1,647 (1,297)
Vesting of restricted share units308,416 — — — — — — — 
Distributions to non-controlling interest— — — — — — (2,938)(2,938)
Net income— — — — — 2,640 2,009 4,649 
Balance at
March 31, 2022
112,358,397 $1 54,794,479 $1 $98,376 $(90,493)$(9,333)$(1,448)



3


Shoals Technologies Group, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) (continued)
(in thousands, except shares)
For the three months ended March 31, 2021
Members’ DeficitClass A
Common Stock
Class B
Common Stock
Additional Paid-In CapitalAccumulated DeficitNon-Controlling InterestTotal Members'/Stockholders’ Deficit
SharesAmountSharesAmount
Balance at
December 31, 2020
$(184,123) $  $ $ $ $ $(184,123)
Net income prior to the Organizational Transactions2,675 — — — — — — — 2,675 
Effect of Organizational Transactions181,448 81,977,751 1 78,300,817 1 — (92,806)(88,644) 
Issuance of Class A common stock sold in IPO, net of underwriting discounts and commissions and offering costs— 11,550,000 — (5,234,210)— 70,188 — 70,976 141,164 
Net loss subsequent to the Organizational Transactions— — — — — — (5,534)(5,475)(11,009)
Equity-based compensation recognized subsequent to the Organizational Transactions— — — — — 1,392 — — 1,392 
Activity under stock compensation plan— 11,941 — — — (687)— 550 (137)
Deferred tax adjustment related to Tax Receivable Agreement— — — — — 7,180 — — 7,180 
Balance at
March 31, 2021
$ 93,539,692 $1 73,066,607 $1 $78,073 $(98,340)$(22,593)$(42,858)

See accompanying notes to condensed consolidated financial statements.
4



Shoals Technologies Group, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three Months Ended March 31,
20222021
Cash Flows from Operating Activities
Net income (loss)$4,649 $(8,334)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization2,694 2,401 
Amortization/write off of deferred financing costs276 5,110 
Equity-based compensation3,831 1,392 
Deferred taxes1,419 557 
Gain on sale of assets 61 
Changes in assets and liabilities:
Accounts receivable(25,388)(1,134)
Unbilled receivables(2,616)(6,201)
Inventory(11,111)(5,971)
Other assets(3,421)(3,465)
Accounts payable(2,106)(1,693)
Accrued expenses5,914 (502)
Net Cash Used in Operating Activities(25,859)(17,779)
Cash Flows Used In Investing Activities
Purchases of property, plant and equipment(882)(863)
Net Cash Used in Investing Activities(882)(863)
Cash Flows from Financing Activities
Distributions to non-controlling interest(2,938) 
Employee withholding taxes related to net settled equity awards(1,297)(137)
Deferred financing costs (94)
Payments on term loan facility(500)(150,875)
Proceeds from revolving credit facility35,000 19,000 
Proceeds from issuance of Class A common stock sold in an IPO, net of underwriting discounts and commissions 278,833 
Purchase of LLC Interests with proceeds from IPO (124,312)
Deferred offering costs (9,619)
Net Cash Provided By Financing Activities30,265 12,796 
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash3,524 (5,846)
Cash, Cash Equivalents and Restricted Cash—Beginning of Period9,557 10,073 
Cash, Cash Equivalents and Restricted Cash—End of Period$13,081 $4,227 


5



Shoals Technologies Group, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)
(in thousands)
Three Months Ended March 31,
20222021
Supplemental Cash Flows Information:
Cash paid for interest$2,710 $2,209 
Cash paid for taxes$37 $ 
Non-cash investing and financing activities:
Reclassification of deferred offering costs to additional paid-in capital$ $3,738 
Establishment of deferred tax assets$ $49,049 
Establishment of amounts payable pursuant to tax receivable agreement$ $41,692 
Capital contribution related to tax receivable agreement$ $7,357 
Income tax receivable from merger due to former owner$ $3,069 
Accrued equity-based compensation$1,805 $ 

See accompanying notes to condensed consolidated financial statements.
6



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

1.    Organization and Business

Shoals Technologies Group, Inc. (the “Company”) was formed as a Delaware corporation on November 4, 2020 for the purpose of facilitating an initial public offering ("IPO") and other related organizational transactions to carry on the business of Shoals Parent LLC and its subsidiaries (“Shoals Parent”).

Shoals Parent is a Delaware limited liability company formed on May 9, 2017. The Company is headquartered in Portland, Tennessee and is a manufacturer of electrical balance of systems (“EBOS”) solutions and components related to solar fields selling to customers across the United States and internationally. Shoals Parent, through its wholly-owned subsidiaries, Shoals Intermediate Holdings LLC (“Intermediate”) and Shoals Holdings LLC (“Holdings”) owns five other subsidiaries through which it conducts substantially all operations: Shoals Technologies, LLC, Shoals Technologies Group, LLC, Solon, LLC, and Shoals Structures, LLC (collectively “Shoals”). Shoals Parent acquired Shoals on May 25, 2017.

On August 26, 2021, the Company acquired 100% of the stock of ConnectPV, Inc. (“ConnectPV”) with cash and Class A common stock. The acquisition was accounted for as a business combination and following the acquisition, the Company immediately converted ConnectPV to a limited liability company (Shoals Connect LLC) and contributed the entity to Shoals Parent, LLC through a series of transactions – see Note 3 - Acquisition of ConnectPV.

Initial Public Offering
On January 29, 2021, the Company closed an IPO of 11,550,000 shares of Class A common stock at a public offering price of $25.00 per share, including shares issued pursuant to the underwriters' over-allotment option. The Company received $278.8 million in proceeds, net of underwriting discounts and commissions of $9.9 million, which was used to purchase 6,315,790 newly-issued membership interests (the “LLC Interests”) from Shoals Parent and 5,234,210 LLC Interests from the founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of $25.00 per share.

Organizational Transactions
In connection with the IPO, the Company and Shoals Parent completed a series of transactions (the "Organizational Transactions") including the following:
the limited liability company agreement (the “LLC Agreement”) of Shoals Parent was amended and restated to, among other things, (i) provide for a new single class of common membership interests or the LLC Interests in Shoals Parent, (ii) exchange all of the then existing membership interests of the holders of Shoals Parent membership interests for LLC Interests and (iii) appoint the Company as the sole managing member of Shoals Parent;
the Company's certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock with voting and economic rights (ii) provide for Class B common stock with voting rights but no economic rights and (iii) issue 78,300,817 shares of Class B common stock to the former Class B and Class C members of Shoals Parent (the “Continuing Equity Owners”) on a one-to-one basis with the number of LLC Interests they own;
the acquisition, by merger, of Shoals Investment CTB or the former Class A member of Shoals Parent (the "Class A Shoals Equity Owners"), for which the Company issued 81,977,751 shares Class A common stock as merger consideration (the "Merger").
7



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Follow-On Offering
On July 16, 2021, the Company completed a follow-on offering consisting of 4,989,692 shares of Class A common stock offered by selling shareholders and 10,402,086 shares of Class A common stock offered by the Company. The Company used the proceeds of the sale of Class A common stock to purchase an equal number of LLC Interests and Class B common stock from our founder and management.

2.    Summary of Significant Accounting Policies

Basis of Accounting and Presentation
The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.

Non-controlling Interest
The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, Shoals Parent, held by the Continuing Equity Owners. Non-controlling interest on the condensed consolidated balance sheet represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of March 31, 2022, the non-controlling interest was 32.78%.

Unaudited Interim Financial Information
The accompanying condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, the statements of operations, stockholders’ deficit and cash flows for the three months ended March 31, 2022 and 2021 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and the results of its operations and its cash flows for the three months ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three months ended March 31, 2022 and 2021 are also unaudited. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. These financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes thereto included in the Company’s 2021 Form 10-K.

8



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include revenue recognition, allowance for doubtful accounts, useful lives of property, plant and equipment and other intangible assets, impairment of long-lived assets, reserve for excess and obsolete inventory, payable pursuant to the tax receivable agreement, and valuation allowance on deferred tax assets.

Restricted Cash
Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Restricted cash is restricted as to withdrawal or use. Tax distributions paid by Shoals Parent to the Company are restricted under the LLC Agreement for future payments under the tax receivable agreement and totaled $10.5 million and $4.6 million as of March 31, 2022 and December 31, 2021, respectively.

A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet is as follows (in thousands):
March 31,
2022
December 31, 2021
Cash and cash equivalents$2,534 $5,006 
Restricted cash included in other current asset4,222  
Restricted cash included in other assets6,325 4,551 
Total cash, cash equivalents and restricted cash$13,081 $9,557 

Impact of COVID-19 Pandemic
The global health crisis caused by the novel coronavirus COVID-19 pandemic and its variants have, and may continue, to negatively impact global economic activity, which, despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence.

To date, while the Company has maintained uninterrupted business operations with normal turnaround times for its delivery of solar EBOS solutions and components, the impact of delays for other parts of customer systems has pushed some projects to future quarters. The Company has implemented adjustments to its operations designed to keep employees safe and comply with federal, state and local guidelines, including those regarding social distancing.

The impact of COVID-19 and its emerging variants cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of the vaccines and the response by governmental bodies and regulators. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on our business, including, but not limited to, component shortages, disruptions in transportation or other supply chain related constraints.

Customer Concentrations
9



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company had the following revenue concentrations representing 10% or more of revenue for the three months ended March 31, 2022 and 2021 and related accounts receivable concentrations as of March 31, 2022 and December 31, 2021:
20222021
Revenue %Accounts
Receivable %
Revenue %Accounts
Receivable %
Customer A16.4 %17.5 %18.2 %31.7 %
Customer B12.2 %14.1 %5.3 %23.7 %
Customer C10.5 %11.4 % % %
Customer D10.0 %8.2 % % %
Customer E7.9 %2.3 %16.4 %4.6 %
Customer F0.6 %1.0 %14.2 %0.8 %

Recent Accounting Pronouncements
Adopted
On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases” which supersedes the lease recognition requirements in ASC Topic 840, “Leases”. Under ASU No. 2016-02, lessees are required to recognize assets and liabilities on the consolidated balance sheets for most leases and provide enhanced disclosures. For companies that are not emerging growth companies (“EGCs”), the ASU was effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted the new standard using the modified retrospective method by recording a right-of-use asset of $1.2 million, short-term portion of lease liabilities of $0.4 million and long-term portion of lease liabilities of $0.8 million as of the effective date. Prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The adoption did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. See Note 13 - Leases for further information and disclosures related to the adoption of this standard.

Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, which was subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, and which requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. For EGC’s, the standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2022. The Company will continue to
10



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
assess the possible impact of this standard, but currently does not expect the adoption of this standard will have a significant impact on its financial statements and its limited history of bad debt expense relating to trade accounts receivable.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires that contract assets and contract liabilities acquired in a business combination be recognized and measured in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within that fiscal year. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We are currently evaluating the impact of the new standard on our financial statements and related disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

3.    Acquisition of ConnectPV

On August 26, 2021, the Company acquired 100% of the common stock of ConnectPV. The acquisition of ConnectPV was accounted for as a business combination using the acquisition method of accounting. The aggregate purchase price was $13.8 million in cash (net of $0.8 million cash acquired) and 209,437 shares of Class A Common stock valued at $6.5 million.

The cash portion of the purchase price was funded by borrowing under our Revolving Credit Facility. The purchase price paid has been preliminarily allocated to record the acquired assets and assumed liabilities based upon their estimated fair value pending finalization of the working capital calculation with the sellers. When determining the fair values of the assets acquired and assumed liabilities, management made significant estimates, judgements and assumptions. Management estimated that consideration paid exceeded the fair value of the net assets acquired. Therefore, goodwill of $19.3 million was recorded. The goodwill recognized was primarily attributable to the workforce and synergies related to the Company’s EBOS solutions and components business that are expected to arise from the ConnectPV acquisition.

The following table is the preliminary balance sheet of ConnectPV as of the acquisition date, August 26, 2021, and includes the estimated fair value of the assets acquired and assumed liabilities. The estimated fair value allocated to certain property, plant and equipment, identifiable intangible assets and goodwill was determined based on a combination of market, cost and income approaches with the assistance of a third-party valuation firm (in thousands):

11



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Preliminary Purchase Price Allocation

Cash and cash equivalents$849 
Accounts receivable 5,313 
Inventory4,641 
Other current assets2,319 
Total current assets13,122 
Property, plant and equipment438 
Goodwill19,260 
Other intangible assets1,600 
Total Assets34,420 
Accounts payable9,228 
Accrued expenses3,397 
Debt1,537 
Total liabilities14,162 
Net assets acquired$20,258 


Pro Forma Financial Information (Unaudited)
The pro forma information below gives effect to the ConnectPV acquisition as if it had been completed on the first day of each period presented. The pro forma results of operations are presented for informational purposes only. As such, they are not necessarily indicative of the Company’s results had the acquisition been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the assets and liabilities associated with the acquisition at their respective fair values, which are preliminary at this time, based on available information and to give effect to the financing for the acquisition (in thousands):
Three Months Ended
March 31, 2021
Revenue$51,593 
Net loss$8,389 


4.    Accounts Receivable

Accounts receivable consists of the following (in thousands):
March 31,
2022
December 31, 2021
Accounts receivable$57,379 $32,015 
Less: allowance for doubtful accounts(492)(516)
Accounts receivable, net$56,887 $31,499 


12



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
5.    Inventory

Inventory consists of the following (in thousands):
March 31,
2022
December 31, 2021
Raw materials$50,376 $39,265 
Allowance for slow-moving inventory(897)(897)
Inventory, net$49,479 $38,368 


6.    Property, Plant and Equipment

Property, plant, and equipment, net consists of the following (in thousands):
    Estimated Useful Lives (Years)
March 31,
2022
December 31, 2021
LandN/A$840 $840 
Building and land improvements
5-40
8,630 7,801 
Machinery and equipment
3-5
10,908 10,693 
Furniture and fixtures
3-7
1,614 1,775 
Vehicles
5
65 65 
22,057 21,174 
Less: accumulated depreciation(6,025)(5,600)
Property, plant and equipment, net$16,032 $15,574 

Depreciation expense for the three months ended March 31, 2022 and 2021 was $0.4 million and $0.4 million, respectively. During the three months ended March 31, 2022 and 2021, $0.3 million and $0.3 million, respectively, of depreciation expense was allocated to cost of revenue. During the three months ended March 31, 2022 and 2021, $0.1 million and $0.1 million, respectively, of depreciation expense was allocated to operating expenses.

7.    Goodwill and Other Intangible Assets

Goodwill
Goodwill relates to the acquisition of Shoals and ConnectPV. As of March 31, 2022 and December 31, 2021, goodwill totaled $69.4 million. Changes in the carrying amount of goodwill during the three months ended March 31, 2022 are shown below (in thousands):
Goodwill
Beginning Balance$69,436 
Adjustments to fair value of acquisition of ConnectPV 
Ending Balance$69,436 

Other Intangible Assets
13



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Other intangible assets consisted of the following (in thousands):
Estimated Useful Lives (Years)March 31,
2022
December 31, 2021
Amortizable:
Costs:
Customer relationships13$53,100 $53,100 
Developed technology1334,600 34,600 
Trade names1311,900 11,900 
Backlog1600 600 
Noncompete agreements52,000 2,000 
Total amortizable intangibles102,200 102,200 
Accumulated amortization:
Customer relationships19,702 18,629 
Developed technology12,864 12,199 
Trade names4,385 4,103 
Backlog350 200 
Noncompete agreements1,933 1,833 
Total accumulated amortization39,234 36,964 
Total amortizable intangibles, net$62,966 $65,236 


Amortization expense related to intangible assets amounted to $2.3 million and $2.0 million for the three months ended March 31, 2022 and 2021, respectively.

8.    Long-Term Debt

Long-term debt consists of the following (in thousands):
March 31,
2022
December 31, 2021
Term Loan Facility$196,750 $197,250 
Revolving Credit Facility90,140 55,140 
Less: deferred financing costs(5,061)(5,337)
Total debt, net of deferred financing costs281,829 247,053 
Less: current portion(2,000)(2,000)
Long-term debt, net current portion$279,829 $245,053 

Senior Secured Credit Agreement
On November 25, 2020 Shoals Holdings, entered into a senior secured credit agreement (the “Senior Secured Credit Agreement”), consisting of (i) a $350.0 million senior secured six-year term loan facility (the “Term Loan Facility”), (ii) a $30.0 million senior secured delayed draw term loan facility, which matures concurrently with the six-year Term Loan Facility (the “Delayed Draw Term Loan Facility”) and (iii) an uncommitted super senior first out revolving credit facility (the “Revolving Credit Facility”).
14



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
In December 2020, Shoals Holdings entered into two amendments to the Senior Secured Credit Agreement in order to obtain a $100.0 million increase (the “Revolver Upsize”) to the Revolving Credit Facility and modify the terms of the interest rate and prepayment premium. As part of the first amendment the Company repaid and terminated all outstanding commitments under the Delayed Draw Term Loan Facility.

On January 29, 2021, the Company used proceeds from the IPO to repay $150.0 million of outstanding borrowings under the Term Loan Facility. The repayment of a portion of the borrowings under the Term Loan Facility resulted in a $16.0 million loss on debt repayment as the result of the $11.3 million prepayment premium and $4.7 million write-off of a portion of the deferred financing costs.

As of March 31, 2022, interest rates on the Term Loan facility and the Revolving credit facility were 4.25% and 3.75%, respectively and the Company had $9.9 million of availability under the Revolving Credit Facility.

On May 2, 2022, Shoals Holdings entered into an amendment to the Senior Secured Credit Agreement in order to increase the amount available for borrowing under the Revolving Credit Facility from $100.0 million to $150.0 million. The amendment also set forth SOFR as the benchmark rate to succeed LIBOR and amended the financial covenant such that, commencing with the first day of the first full fiscal quarter following the amendment effective date, Shoals Holdings shall not permit its Consolidated First Lien Secured Leverage Ratio (as defined in the Senior Secured Credit Agreement) to exceed 6.50:1.00.

The Senior Secured Credit Agreement contains affirmative and negative covenants, including covenants that restrict the Company’s incurrence of indebtedness, incurrence of liens, dispositions, investments, acquisitions, restricted payments, and transactions with affiliates. The Senior Secured Credit Agreement also includes customary events of default, including the occurrence of a change of control. As of March 31, 2022, the Company was in compliance with all the required covenants.

9.    Earnings per Share ("EPS")

Basic EPS of Class A Common Stock is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted EPS of Class A Common Stock is computed similarly to basic EPS except the weighted average shares outstanding are increased to include additional shares from the exchange of Class B Common Stock under the if-converted method and the assumed exercise of any common stock equivalents using the treasury stock method, if dilutive. The Company’s restricted stock units are considered common stock equivalents for this purpose.

All earnings prior to and up to January 26, 2021, the date of the IPO, were entirely allocable to non-controlling interest and, as a result, EPS information is not applicable for reporting periods prior to this date. Consequently, only the net income allocable to Shoals Technologies Group, Inc. from the period subsequent to January 26, 2021 is included in the net loss attributable to the stockholders of Class A Common Stock for the period ended March 31, 2021.

15



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Basic and diluted EPS of Class A Common Stock have been computed as follows (in thousands, except per share amounts):
Three Months Ended
March 31, 2022
Period from January 27, 2021
to March 31, 2021
Numerator:
Net income (loss) attributable to Shoals Technologies Group, Inc. - basic$2,640 $(11,009)
Reallocation of net income (loss) attributable to non-controlling interests from the assumed conversion of Class B common stock (5,475)
Net income (loss) attributable to Shoals Technologies Group, Inc. - diluted$2,640 $(5,534)
Denominator:
Weighted average shares of Class A common stock outstanding - basic112,211 93,540 
Effect of dilutive securities:
Restricted Stock Units29  
Class B Common Stock  
Weighted average shares of Class A common stock outstanding - diluted112,240 93,540 
Earnings (loss) per share of Class A common stock - basic$0.02 $(0.06)
Earnings (loss) per share of Class A common stock - diluted$0.02 $(0.06)

For the period from January 27, 2021 to March 31, 2021 and the three months ended March 31, 2022, the reallocation of net income attributable to non-controlling interest from the assumed conversion of Class B common stock has been excluded along with the dilutive effect of the restricted stock units for the period January 27, 2021 to March 31, 2021 and Class B common stock to the weighted average shares of Class A common stock outstanding – dilutive as it was antidilutive.

10.    Equity-Based Compensation

2021 Long-term Incentive Plan

On January 26, 2021, the Shoals Technologies Group, Inc. 2021 Long-Term incentive Plan (the “2021 Incentive Plan”) became effective. The 2021 Incentive Plan authorized 8,768,124 new shares, subject to adjustment pursuant to the 2021 Incentive Plan.

During 2021 and 2022, the Company has granted 1,701,306 and 117,408 restricted stock units (“RSUs") to certain employees, officers and directors of the Company, respectively. The RSUs have grant date fair values ranging from $12.00 to $34.60 per unit and generally vest ratably over either 4 years or 3 years, except for some of the director grants which immediately vested or vest over 1 year. There were a limited number of awards with immediate vesting.

Activity under the 2021 Incentive Plan was as follows:
16



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Restricted
Stock Units
Weighted Average Price
Outstanding, December 31, 2021
1,632,844 $27.58 
Granted117,408 $15.37 
Forfeited(4,181)$30.43 
Vested(392,714)$23.79 
Outstanding, March 31, 2022
1,353,357 $27.58 

For the three months ended March 31, 2022 and 2021, the Company recognized $3.8 million and $1.4 million, respectively in equity-based compensation. As of March 31, 2022, the Company had $32.8 million of unrecognized compensation costs which is expected to be recognized over a period of 2.75 years.


11.    Stockholders' Deficit
         
Amendment and Restatement of Certificate of Incorporation
As discussed in Note 1, on January 26, 2021, the Company's certificate of incorporation was amended and restated to, among other things, provide for the (i) authorization of 1,000,000,000 shares of Class A common stock with a par value of $0.00001 per share; (ii) authorization of 195,000,000 shares of Class B common stock with a par value of $0.00001 per share; (iii) authorization of 5,000,000 shares of preferred stock that may be issued from time to time by the Company's Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, the members of which will serve for staggered terms.

Holders of Class A common stock and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock held by the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one-for-one basis if the Company, at the election of a Continuing Equity Owner, redeem or exchange LLC Interests.

The Company must, at all times, maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Initial Public Offering
As discussed in Note 1, on January 29, 2021, the Company closed an IPO of 11,550,000 shares of the Class A common stock at a public offering price of $25.00 per share. The Company received $278.8 million in proceeds, net of underwriting discounts and commissions, which was used to purchase 6,315,790 LLC Interests from Shoals Parent and 5,234,210 LLC Interests from the founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of the Class A common stock of $25.00.

17



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Shoals Parent Recapitalization
As noted above, in connection with the IPO, the limited liability company agreement of Shoals Parent was amended and restated to, among other things, (i) provide for a new single class of common membership interests in Shoals Parent, or the LLC Interests; (ii) exchange all of the then existing membership interests of the Continuing Equity Owners for LLC Interests (iii) exchange all the then existing membership interest of the Class A Shoals Equity Owners for LLC Interests and (iv) appoint the Company as the sole managing member of Shoals Parent. The Company has a majority economic interest in, is the sole managing member of, has the sole voting power in, and controls the management of Shoals Parent.

The amendment also requires that Shoals Parent, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners.

Acquisition of Former Shoals Equity Owners
On January 26, 2021, the Company acquired, by merger, an entity that was a member of Shoals Parent, or the Class A Shoals Equity Owners, for which the Company issued 81,977,751 shares of Class A common stock as merger consideration. The only assets held by the Class A Shoals Equity Owners were 81,977,751 LLC Interests. Upon consummation of the Merger, the Company recognized the LLC Interests at carrying value, as the Merger is considered to be a transaction between entities under common control.

12.    Non-Controlling Interests

As of March 31, 2022, the Company owned 67.22% of Shoals Parent. The following table summarizes the effects of the changes in ownership in Shoals Parent on equity:
Three Months Ended
March 31, 2022
Period from January 27, 2021
to March 31, 2021
Net income (loss) attributable to non-controlling interest$2,009 $(5,475)
Transfers to non-controlling interests
Decrease as a result of the Organizational Transactions (88,644)
Increase as a result of newly issued LLC Interests in IPO 70,976 
Increase as a result of activity under stock compensation plan1,647 550 
Decrease from distributions to non-controlling interest(2,938) 
Change from net income attributable to/from non-controlling interest and transfers to non-controlling interest$718 $(22,593)

Issuance of Additional LLC Interests
Under the LLC Agreement, the Company is required to cause Shoals Parent to issue additional LLC Interests to the Company when the Company issues additional shares of Class A Common Stock. Other than as it relates to the issuance of Class A Common Stock in connection with an equity incentive program, the Company must contribute to Shoals Parent net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A Common Stock. The Company must cause Shoals
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Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Parent to issue a number of LLC Interests equal to the number of shares of Class A Common Stock issued such that, at all times, the number of LLC Interests held by the Company equals the number of outstanding shares of Class A Common Stock. During the three months ended March 31, 2022, the Company caused Shoals Parent to issue to the Company a total of 308,416 LLC Interests for the vesting of awards granted under the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan.

Distributions for Taxes
As a limited liability company (treated as a partnership for income tax purposes), Shoals Parent does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the LLC Agreement, Shoals Parent is required to distribute cash, to the extent that Shoals Parent has cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to each member’s share of Shoals Parent taxable earnings. Shoals Parent makes such tax distributions to its members quarterly, based on the single highest marginal tax rate applicable to its members applied to projected year-to-date taxable income, with a final accounting once actual taxable income or loss has been determined. During the three months ended March 31, 2022, tax distributions to non-controlling LLC Interests holders was $2.9 million.

Other Distributions
Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC members and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC units.

13.    Leases

Effective January 1, 2021, the Company adopted ASC 842 Leases using the modified retrospective approach. The Company elected the use of the package of practical expedients permitted under the transition guidance which allows the Company not to reassess whether a contract contains a lease, carry forward the historical lease classification and not reassess initial direct lease costs. The Company also elected to apply the short-term measurement and recognition exemption in which the right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases. Adoption of this standard resulted in recording of net operating lease ROU assets and corresponding operating lease liabilities of $1.2 million and $1.2 million, respectively. The standard did not materially affect the condensed consolidated statements of income and had no impact on the condensed consolidated statements of cash flows.

The following table summarizes the balances as it relates to leases at the end of the period (in thousands):
(*)March 31,
2022
ROU AssetOther assets$4,993 
Lease liability, current portionAccrued expenses$1,062 
Lease liability, long-term portionOther long-term liabilities4,097 
Total lease liability$5,159 
(*) Location on the condensed consolidated balance sheet

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Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company determines if an arrangement is a lease at its inception. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company’s leases generally do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight-line basis over the lease term.

Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the right-of-use assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in the condensed consolidated balance sheets. The Company also elected to apply the practical expedient to consider non-lease components as a part of the lease. The Company's leases contain certain non-lease components for common area maintenance which are variable on a month to month basis and as such recorded as a variable lease expense as incurred.

The details of the Company’s operating leases are as follows (in thousands):
Three Months Ended
March 31, 2022
Operating lease expense$280 
Variable lease expense31 
Short-term lease expense143 
Total lease expense$454 


The following table presents the maturities of lease liabilities (in thousands):
Fiscal year ending December 31,Operating Leases
2022$976 
20231,339 
20241,264 
2025960 
2026952 
Thereafter246 
Total lease payments5,737 
Less: Imputed lease interest(578)
Total lease liabilities$5,159 


The following table represents future minimum lease obligations under non-cancelable operating leases (in thousands):
Fiscal year ending December 31,Operating Leases
2022$489 
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Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
2023499 
2024200 
202558 
20266 
Total$1,252 


The Company’s weighted-average remaining lease-term and weighted-average discount rate are as follows (in thousands):
Three Months Ended
March 31, 2022
Weighted average remaining lease-term4.5 years
Weighted average discount rate4.5%


Supplemental cash flow and other information related to operating leases are as follows:
Three Months Ended
March 31, 2022
Operating cash flows from operating leases$288 
Non cash investing activities:
Lease liabilities arising from obtaining right-of-use assets as of January 1, 2022$1,239 
Lease liabilities arising from obtaining right-of-use assets during Q1 2022
$3,990 

14.    Commitments and Contingencies

Litigation
The Company is from time to time subject to legal proceedings and claims, which arise in the normal course of its business. In the opinion of management and legal counsel, the amount of losses that may be sustained, if any, would not have a material effect on the financial position, results of operations or cash flows of the Company.

Surety Bonds
The Company provides surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee the Company’s performance in accordance with contractual or legal obligations. As of March 31, 2022, the maximum potential payment obligation with regard to surety bonds was $11.4 million.

Employee Benefit Plan
The Company has a 401(k) retirement plan for substantially all of its employees based on certain eligibility requirements. Effective January 1, 2021 the Company began making matching contributions to the plan and may also provide discretionary contributions to the plan at the discretion of management. No such discretionary contributions have been made since inception of the plan. For the three months ended March 31, 2022 and 2021, the Company made matching contributions totaling $0.2 million and $0.1 million, respectively.
21



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

15.    Income Taxes

The Company is taxed as a subchapter C corporation and is subject to federal and state income taxes. The Company’s sole material asset is Shoals Parent, which is a limited liability company that is taxed as a partnership for US federal and certain state and local income tax purposes. Shoals Parent’s net taxable income and related tax credits, if any, are passed through to its members and included in the member’s tax returns.

Shoals Parent is subject to and reports an entity level tax in various states. The income tax burden on the earnings taxed to the noncontrolling interest holders is not reported by the Company in its consolidated financial statements under U.S. GAAP. As a result, the Company’s effective tax rate differs materially from the statutory rate. Our effective income tax rate for the three months ended March 31, 2022, and March 31, 2021, was 24.7% and 15.1% respectively.

In calculating the provision for interim income taxes, in accordance with ASC Topic 740, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period.

For annual periods, the Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.

The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. As of the quarter ended March 31, 2022, the Company has recorded $0.9 million of gross unrecognized tax benefits inclusive of interest and penalties, all of which, if recognized, would favorably impact the effective tax rate. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations.

The Company files U.S. federal and certain state income tax returns. The income tax returns of the Company are subject to examination by U.S. federal and state taxing authorities for various time periods, depending on those jurisdictions’ rules, generally after the income tax returns are filed.

16. Payable Pursuant to the Tax Receivable Agreement
22



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company has a TRA with the TRA Owners that provides for the payment by the Company to the TRA Owners (or their permitted assignees) of 85% of the amount of the benefits, if any, that the Company actually realizes or is deemed to realize as a result of (i) the Company’s allocable share of existing tax basis acquired in connection with the Organizational Transactions (including Blocker’s share of existing tax basis) and increases to such allocable share of existing tax basis, (ii) certain increases in the tax basis of assets of Shoals Parent and its subsidiaries resulting from purchases or exchanges of LLC Interests, and (iii) certain other tax benefits related to the Company entering into the TRA, including those attributable to payments made under the TRA. These contractual payment obligations are obligations of the Company and not of Shoals Parent. The Company’s payable pursuant to the TRA was determined on an undiscounted basis in accordance with ASC 450, Contingencies, since the contractual payment obligations were deemed to be probable and reasonably estimable.

For purposes of the TRA, the benefit deemed realized by the Company is computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of Shoals Parent as a result of the purchases or exchanges, and had the Company not entered into the TRA.

The following table reflects the changes to the Company's payable pursuant to the tax receivable agreement (in thousands):

Three Months Ended March 31,
20222021
Beginning balance$156,374 $ 
Additions to TRA:
IPO exchange of LLC Interests for Class A Common Stock from founder 28,202 
Merger of Shoals investment CTB 13,490 
Adjustment for change in estimated tax rate  
Payments under TRA  
Payable pursuant to TRA156,374 41,692 
Less: current portion(4,065) 
Payable pursuant to TRA, less current portion$152,309 $41,692 

The TRA further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, or if the Company materially breaches any of its material obligations under the TRA, the Company (or its successor) would owe to the TRA Owners a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the TRA that would be based on certain assumptions, including a deemed exchange of LLC Interests and that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the TRA. The Company also is entitled to terminate the TRA, which, if terminated, would obligate the Company to make early termination payments to the TRA Owners.

When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from the Company’s increased tax basis as a result of exchanges of LLC Interests by the TRA Owners, the Company continuously monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company is subject to tax.
23



Shoals Technologies Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company has recorded deferred tax assets of $184.0 million since our IPO associated with basis differences in the net assets of Shoals Parent and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended. The aggregate payable pursuant to the tax receivable agreement represents 85% of the tax benefits that the Company expects to receive in connection with the Section 754 election. In accordance with the TRA, the next annual payment is anticipated on February 20, 2023, approximately 125 days after filing the federal tax return.

17.    Revenue by Product

Based on Topic 606 provisions, the Company disaggregates its revenue from contracts with customers between system solutions and components. System solutions are contracts under which the Company provides multiple products typically in connection with the design and specification of an entire EBOS system. Components represents sales of individual solar components.

The following table presents the Company’s revenue disaggregated by system solutions and solar components which are recorded over time as follows (in thousands):
Three Months Ended March 31,
20222021
System solutions$46,829 $33,369 
Solar components21,147 12,235 
Total revenue$67,976 $45,604 


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”) and this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections of our 2021 Form 10-K and this Form 10-Q captioned “Forward-Looking Statements” and “Risk Factors”.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain the presentation of Adjusted EBITDA and Adjusted Net Income, which are not presented in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are being presented because they provide the Company and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend Adjusted EBITDA and Adjusted Net Income to be substitutes for any GAAP financial information. Readers of this Form 10-Q should use Adjusted EBITDA and Adjusted Net Income only in conjunction with Net Income, the most comparable GAAP financial measure. Reconciliations of Adjusted EBITDA and Adjusted Net Income to Net Income, the most comparable GAAP measure to each, are provided in “—Non-GAAP Financial Measures.”

Overview
We are a leading provider of electrical balance of system or “EBOS” solutions for solar energy projects in the United States. EBOS encompasses all of the components that are necessary to carry the electric current produced by solar panels to an inverter and ultimately to the power grid. EBOS components are mission-critical products that have a high consequence of failure, including lost revenue, equipment damage, fire damage, and even serious injury or death. As a result, we believe customers prioritize reliability and safety over price when selecting EBOS solutions.

EBOS components that we produce include cable assemblies, inline fuses, combiners, disconnects, recombiners, wireless monitoring systems, junction boxes, transition enclosures and splice boxes. We derive the majority of our revenue from selling “system solutions” which are complete EBOS systems that include several of our products, many of which are customized for the customer’s project. We believe our system solutions are unique in our industry because they integrate design and engineering support, proprietary components and innovative installation methods into a single offering that would otherwise be challenging for a customer to obtain from a single provider or at all.

We sell our products principally to engineering, procurement and construction firms ("EPCs”) that build solar energy projects. However, given the mission critical nature of EBOS, the decision to use our products typically involves input from both the EPC and the owner of the solar energy project. The custom nature of our system solutions and the long development cycle for solar energy projects typically gives us 12 months or more of lead time to quote, engineer, produce and ship each order we receive, and we do not stock large amounts of finished goods.

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We derived approximately 69% of our revenue from the sale of system solutions for the three months ended March 31, 2022. For the same period, we derived substantially all of our revenue from customers in the U.S. We had $302.3 million of backlog and awarded orders, backlog of $150.1 million represents signed purchase orders or contractual minimum purchase commitments with take-or-pay provisions and awarded orders of $152.1 million are orders we are in the process of documenting a contract but for which a contract has not yet been signed, as of March 31, 2022, representing a 1% and 67% increase relative to the same date last year and December 31, 2021, respectively.

We have maintained focus on our growth strategy throughout the first quarter, including developments in converting customers to our combine-as-you-go system and developing products for the rapidly growing electric vehicle charging infrastructure market. We believe that eight of the top 10 solar EPCs as reported by Solar Power World Magazine use our combine-as-you-go system on a majority of their projects and we are currently in the process of transitioning an additional 11 EPCs and developers to our system. Additionally, we are currently launching four new product families for the EV charging market. The first is the power center which combines equipment needed to protect the charging equipment and transform voltage levels from the electric utility to those needed on the respective site. The power center provides an efficient, cost effective and aesthetically focused option versus traditional methods. The second offering focuses on quick connect solutions for chargers made by any manufacturer and any power level to connect to the Shoals system. The quick connect bases dramatically reduce the time required on site for a deployment and reduce the amount of labor required in the field. The third offering uses our Big Lead Assembly (“BLA”) technology in the EV space to connect multiple chargers to a single power center. This solution eliminates the need for homeruns from each dispenser and is above ground rated which allows wire to be run above ground rather than in underground conduit. The fourth offering is a raceway system that protects the above ground EV BLAs in walk over and drive over applications. The raceway system coupled with the EV BLA deploys much more rapidly and cost effectively than traditional methods of deployment. We introduced these first four offerings in the fourth quarter of 2021 and received our first orders for deployments. Testing and certification of the offerings and overall solution are underway and progressing.

Initial Public Offering
On January 29, 2021, we closed an IPO of 11,550,000 shares of Class A common stock at a public offering price of $25.00 per share, including shares issued pursuant to the underwriters' over-allotment option. We received $278.8 million in proceeds, net of underwriting discounts and commissions of $9.9 million, which was used to purchase 6,315,790 newly-issued membership interests (the “LLC Interests”) from Shoals Parent and 5,234,210 LLC Interests from the Founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of $25.00 per share.

Organizational Transactions
See Note 1 to the condensed consolidated financial statements, included in this Quarterly Report on Form 10-Q for more information about the above-mentioned transactions as well as the other transactions completed in connection with the IPO.

As the Organization Transactions were considered transactions between entities under common control, the condensed consolidated financial statements for the periods prior to the IPO and Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes.

Follow On Offering
On July 16, 2021, the Company completed a follow-on offering consisting of 4,989,692 shares of Class A common stock offered by the selling shareholders and 10,402,086 shares of Class A common stock offered
26


by the Company. Following the closing of the follow-on offering, Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P. no longer beneficially owned any shares of our common stock. The Company used the proceeds of the sale of Class A common stock to purchase an equal number of LLC Interests and Class B common stock from our Founder and management.

Acquisition of ConnectPV
On August 26, 2021, we acquired 100% of the stock of ConnectPV, for $13.8 million in cash (net of $0.8 million cash acquired) and 209,437 shares of Class A Common stock valued at $6.5 million. The acquisition was accounted for as a business combination and following the acquisition we immediately converted ConnectPV to a limited liability company and contributed the entity to Shoals Parent, LLC through a series of transactions.

Exchange of LLC Interests in Shoals Parent
On December 7, 2021, the Company issued 7,870,042 shares of Class A common stock to our founder, executive management and certain employees in exchange for 7,870,042 LLC Interests in Shoals Parent and an equal number of Class B common stock of the Company.

Shoals Technologies Group, Inc Ownership in Shoals Parent
As of March 31, 2022, the Company owned 67.22% of Shoals Parent. The Continuing Equity Owners owned the remaining 32.78% of Shoals Parent.

Impact of COVID-19
The global health crisis caused by the novel coronavirus COVID-19 pandemic and its resurgences has and may continue to negatively impact global economic activity, which, despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence. In addition, variants of COVID-19 continue to emerge, the impact of which cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of the COVID-19 vaccines against COVID-19 variants along with the response by governmental bodies and regulators. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on our business.

In 2022 and 2021, COVID-19 impacted our business in the following ways:
Our ability to obtain raw material and required components from domestic and international suppliers required to manufacture our products;
Our ability to efficiently operate our facilities and meet customer obligations due to modified employee work patterns resulting from social distancing guidelines, absence due to illness and cautionary quarantines and/or government ordered closures, or due to labor shortages;
Our ability to secure inbound and outbound logistics to and from our facilities, with additional delays linked to international border crossings and the associated approvals and documentation and;
Limitations on the ability of our customers to conduct their business, and resulting impacts to our customers' purchasing patterns, from social distancing guidelines, absence due to illness or government ordered closures.

Many countries around the world have continued to impose quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. Accordingly, our ability to continue to operate our business may also be limited. Such events may result in a period of business, supply and manufacturing disruptions, and
27


in reduced operations, any of which could materially affect our business, financial condition and results of operations.

A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.

We continue to monitor the impacts of COVID-19 on the global economy and on our business operations. Although we expect the vaccinations for COVID-19 will continue to improve conditions, the ultimate impact from COVID-19 on our business operations and financial results will depend on, among other things, the ultimate severity and scope of the pandemic, including the new variants of the virus, the pace at which governmental and private travel restrictions and public concerns about public gatherings will ease, the rate at which historically large increases in unemployment rates will decrease, if at all, and whether, and the speed with which, the economy recovers. We are not able to fully quantify the impact that these factors will have on our business, but developments related to COVID-19 may materially affect financial condition and results of operations in future periods.

Key Components of Our Results of Operations
The following discussion describes certain line items in our consolidated statements of operations.

Revenue
We generate revenue from the sale of EBOS systems and components for homerun and combine-as-you-go architectures. Our customers include EPCs, utilities, solar developers, independent power producers and solar module manufacturers. We derive the majority of our revenue from selling system solutions. When we sell a system solution, we enter into a contract with our customers covering the price, specifications, delivery dates and warranty for the products being purchased, among other things. Our contractual delivery period for system solutions can vary from one to three months whereas manufacturing typically requires a shorter time frame. Contracts for system solutions can range in value from several hundred thousand to several million dollars.

Our revenue is affected by changes in the price, volume and mix of products purchased by our customers. The price and volume of our products is driven by the demand for our products, changes in product mix between homerun and combine-as-you-go EBOS, geographic mix of our customers, strength of competitors’ product offerings, and availability of government incentives to the end-users of our products.

Our revenue growth is dependent on continued growth in the amount of solar energy projects constructed each year and our ability to increase our share of demand in the geographies where we currently compete and plan to compete in the future as well as our ability to continue to develop and commercialize new and innovative products that address the changing technology and performance requirements of our customers.

Cost of Revenue and Gross Profit
Cost of revenue consists primarily of product costs, including purchased materials and components, as well as costs related to shipping, customer support, product warranty, personnel and depreciation of manufacturing and testing equipment. Personnel costs in cost of revenue include both direct labor costs as well as costs attributable to any individuals whose activities relate to the transformation of raw materials or component parts into finished goods or the transportation of materials to the customer. Our product costs are
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affected by the underlying cost of raw materials, including copper and aluminum; component costs, including fuses, resin, enclosures, and cable; technological innovation; economies of scale resulting in lower component costs; and improvements in production processes and automation. We do not currently hedge against changes in the price of raw materials. Some of these costs, primarily indirect personnel and depreciation of manufacturing and testing equipment, are not directly affected by sales volume. Gross profit may vary from year to year and is primarily affected by our sales volume, product prices, product costs, product mix, customer mix, geographical mix, shipping method and warranty costs.

Operating Expenses
Operating expenses consist of general and administrative costs as well as depreciation and amortization expense. Personnel-related costs are the most significant component of our operating expenses and include salaries, equity-based compensation, benefits, payroll taxes and commissions. The number of full-time employees in our general and administrative departments increased from 47 to 95 from March 31, 2021 to March 31, 2022, and we expect to hire new employees in the future to support our growth. The timing of these additional hires could materially affect our operating expenses in any particular period, both in absolute dollars and as a percentage of revenue. We expect to invest in additional resources to support our growth which will increase our operating expenses.

General and Administrative Expenses
General and administrative expenses consist primarily of salaries, equity-based compensation expense, employee benefits and payroll taxes related to our executives, and our sales, finance, human resources, information technology, engineering and legal organizations, travel expenses, facilities costs, marketing expenses, bad debt expense and fees for professional services. Professional services consist of audit, legal, tax, insurance, information technology and other costs. We expect to increase our sales and marketing personnel as we expand into new geographic markets. Substantially all of our sales are currently in the U.S. We currently have a sales presence in the U.S., Australia and Spain. We intend to expand our sales presence and marketing efforts to additional countries in the future. We also expect that as a result of our IPO and anticipated departure from emerging growth status, we will continue to incur additional audit, tax, accounting, legal and other costs related to compliance with applicable securities and other regulations, as well as additional insurance, investor relations and other costs associated with being a public company.

Depreciation
Depreciation in our operating expenses consists of costs associated with property, plant and equipment (“PP&E”) not used in manufacturing our products. We expect that as we increase both our revenue and the number of our general and administrative personnel, we will invest in additional PP&E to support our growth resulting in additional depreciation expense.

Amortization
Amortization of intangibles consists of customer relationships, developed technology, trade names, backlog and non-compete agreements over their expected period of use.

Non-operating Expenses
Interest Expense
Interest expense consists of interest and other charges paid in connection with our current Senior Secured Credit Agreement and our former Senior Debt which included a revolving line of credit and term loan, which was fully repaid on October 8, 2020.

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Loss on Debt Repayment
Loss on debt repayment consists of prepayment premiums and the write-off of a portion of the deferred financing costs from the prepayment of outstanding borrowings under the Term Loan Facility.

Income Tax Expense
Shoals Technologies Group, Inc. is subject to U.S. federal and state income tax in multiple jurisdictions with respect to our allocable share of any net taxable income of Shoals Parent. Shoals Parent is a pass-through entity for federal income tax purposes but incurs income tax in certain state jurisdictions.


Results of Operations

The following table summarizes our results of operations (dollars in thousands):
Three Months Ended March 31,Increase / (Decrease)
20222021
Revenue$67,976 $45,604 $22,372 49 %
Cost of revenue41,684 26,830 14,854 55 %
Gross profit26,292 18,774 7,518 40 %
Operating Expenses
General and administrative expenses13,919 6,816 7,103 104 %
Depreciation and amortization2,366 2,068 298 14 %
Total Operating Expenses16,285 8,884 7,401 83 %
Income from Operations10,007 9,890 117 %
Interest expense, net(3,836)(3,709)127 %
Loss on debt repayment— (15,990)(15,990)(100)%
Income (loss) before income taxes6,171 (9,809)15,980 163 %
Income tax (expense) benefit(1,522)1,475 2,997 203 %
Net income (loss)4,649 (8,334)12,983 156 %
Less: net income (loss) attributable to non-controlling interests