What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-11 compared with 2021-03-16 · 75 added, 213 removed, 163 unchanged (64% of the section changed)

3 unchanged sentences

and, unless otherwise stated, all of its subsidiaries, including Shoals Parent LLC (“Shoals Parent”).

Unless the context otherwise requires, references to “Founder” refer to Dean Solon, our founder, references to “Oaktree” refer to Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., a Delaware limited partnership, and its affiliates, and references to “Continuing Equity Owners” refer collectively to direct or indirect holders of LLC Interests (as defined below) and/or our Class B common stock immediately following consummation of the Organizational Transactions (as defined below), including our Founder and certain executive officers, employees and their respective permitted transferees who may, following the consummation of this offering, exchange at each of their respective options, in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for cash or newly issued shares of our Class A common stock as described in “Certain Relationships And Related Transactions, and Director Independence—Shoals Parent Agreement.” “Continuing Equity Owners” does not include Oaktree.

Unless the context otherwise requires, references to “Founder” refer to Dean Solon, our founder, references to “Oaktree” refer to Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., a Delaware limited partnership, and its affiliates, and references to “Continuing Equity Owners” refer collectively to direct or indirect holders of LLC Interests (as defined below) and/or our Class B common stock, including our Founder and certain executive officers, employees and their respective permitted transferees who may, exchange at each of their respective options, in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for cash or newly issued shares of our Class A common stock.

Initial Public Offering and Organizational Transactions

On January 29, 2021, we closed an initial public offering (“IPO”) of 11,550,000 shares of our Class A common stock at a public offering price of $25.00 per share, including shares issued pursuant to the underwriters' exercise of their over-allotment option.

On January 29, 2021, the Company closed an initial public offering (“IPO”) of 11,550,000 shares of our Class A common stock at a public offering price of $25.00 per share, including shares issued pursuant to the underwriters' exercise of their over-allotment option.

We received $278.8 million in proceeds, net of underwriting discounts and commissions, which was used to purchase 6,315,790 newly-issued membership interests in 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 initial public offering price of our Class A common stock, less the underwriting discounts and commissions.

1 unchanged sentence

Organizational Transactions

Shoals is a holding company with no direct operations and our principal asset is the equity interest in Shoals Parent.

In connection with the IPO, the Corporation and Shoals Parent completed a series of transactions (the "Organizational Transactions") including the following:

• 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 or the LLC Interest in Shoals Parent, (ii) exchange all of the then existing membership interests of the holders of Shoals Parent membership interests for LLC Interest and (iii) appoint the Corporation as the sole managing member of Shoals Parent;

• the Corporation'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 continuing Equity Owners on a one-to-one basis with the number of LLC Interest they own;

• the merger of Shoals Investment CTB LLC (the “Blocker”), Oaktree’s wholly owned subsidiary, by means of one or more mergers (the "Blocker Merger”) with Shoals Technologies Group, Inc., for which we issued to Oaktree 81,977,751 shares of Class A common stock as consideration in the Blocker Merger.

Table of Con tents

Following the completion of the Organizational Transactions and the IPO, the Corporation owns 56.14% of Shoals Parent.

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 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").

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

by the Company.

Following the closing of the follow-on offering, Oaktree 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 December 31, 2021, the Company owned 67.16% of Shoals Parent.

The Continuing Equity Owners own the remaining 32.84% of Shoals Parent.

See Note 4 to the consolidated financial statements of Shoals, included in this Annual Report on Form 10-K beginning on page F-1 for more information about the above-mentioned transactions as well as the other transactions completed in connection with the IPO.

Shoals is a leading provider of electrical balance of system or “EBOS” solutions for solar energy projects in the United States.

2 unchanged sentences

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 also recently began selling “EV Charging” solutions for public and fleet electric vehicle charging stations in the United States.

EBOS components that we produce include cable assemblies, inline fuses, combiners, disconnects, recombiners, wireless monitoring systems, junction boxes, transition enclosures, splice boxes, wire management solutions and IV curve benchmarking devices.

EV Charging solutions that we produce include the following offerings which fulfill nearly all commercial EV charging needs:

the EV BLA, raceways which protect the EV BLAs and other power cables, pedestal bases for Level 2 chargers and quick connect bases for Level 3 and high-power chargers, and the power center on a Shoals quick connect base.

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.

Our company was founded to provide innovative EBOS solutions that reduce installation costs and improve reliability and safety.

We were the first company in our industry to successfully commercialize “plug-n-play” EBOS systems that use simple push connectors rather than the wire “crimps” used in conventional systems.

Using push connectors allows our system to be installed by general labor rather than electricians.

Our core plug-n-play product is the “Big Lead Assembly” or “BLA.” The BLA combines the functionality of cable assemblies, combiner boxes and fusing into one product that does not require licensed electricians to install.

We believe our BLA costs less to install and is more reliable than any other solar EBOS system commercially available today.

We sell our products principally to engineering, procurement and construction firms (“EPCs”) that build solar energy projects.

However, the decision to use our products typically involves input from both the EPC and the owner of the solar energy project, given the mission-critical nature of EBOS.

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.

We derived approximately 66% of our revenue from the sale of system solutions for the year ended December 31, 2020.

For the year ended December 31, 2020, we derived 99% and 1% of our revenue from customers in the U.S.

and the rest of the world, respectively.

We sell our products principally to engineering, procurement and construction firms ("EPCs”) that build solar energy projects and install electric vehicle charging stations.

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.

We derived approximately 73% of our revenue from the sale of system solutions for year ended December 31, 2021.

For the same period, we derived substantially all of our revenue from customers in the U.S.

We had $299.0 million of backlog and awarded orders, backlog of $119.3 million represents signed purchase orders or contractual minimum purchase commitments with take-or-pay provisions and awarded orders of $179.7 million are orders we are in the process of documenting a contract but for which a contract has not yet been signed, as of December 31, 2021, representing a 94% and 10% increase relative to the same date last year and September 30, 2021, respectively.

Throughout fiscal year 2021, we focused on our growth strategy, including developments in converting customers to our combine-as-you-go system and developing products for the rapidly growing electric vehicle charging infrastructure market.

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.

The major components of a ground-mounted solar energy project are solar panels, inverters, the mounting system and EBOS.

1 unchanged sentence

Major EBOS components include cable and wire, combiner boxes, wire management solutions and monitoring systems.

Table of Con tents

believe our current product offerings address approximately 36% of the total spending on EBOS based on a typical project constructed in 2020.

We believe our current product offerings address approximately 36% of the total spending on EBOS based on a typical project constructed in 2020.

EBOS components represent only 6% of the total cost of a solar energy project based on a typical project constructed in 2020, but the cost of the labor to install them can be equal to, or even greater than, the cost of the components themselves.

5 unchanged sentences

Most solar energy projects use a wiring architecture known as “homerun.” Conventional homerun EBOS systems have two distinguishing characteristics:

every string of solar panels in the project is connected to a combiner box with individual positive and negative “wire runs,” and connections between wires are made using a process called “crimping.” The combiner box functions as a central point to “combine” the individual wire runs into a single feeder cable and contains fuses to protect each circuit.

every string of solar panels in the project is connected

to a combiner box with individual positive and negative “wire runs,” and connections between wires are made using a process called “crimping.” The combiner box functions as a central point to “combine” the individual wire runs into a single feeder cable and contains fuses to protect each circuit.

Making each wire run from the strings to the combiner boxes is a laborious process.

Each wire run must be measured, laid out and fished though conduits that are buried in trenches across the project site.

Each wire run must be measured, laid out and fished through conduits that are buried in trenches across the project site.

Because each string is individually connected to a combiner box, the same distances are covered with multiple wire runs.

17 unchanged sentences

Conventional homerun systems use crimps and other specialized procedures to connect wires and install combiner boxes that must be performed by licensed electricians.

Because our interconnect harness and BLA use simple push connectors and don’t require combiner boxes, licensed electricians are not needed to install the

Table of Con tents

According to the U.S.

Bureau of Labor Statistics, the average hourly wage for licensed electricians in 2019 was 29% higher than the average hourly wage for solar PV installers, which contributes to a lower cost to install a combine-as-you go system when compared to a conventional homerun system.

Because our interconnect harness and BLA use simple push connectors and don’t require combiner boxes, licensed electricians are not needed to install the system.

• Reducing the number of wire runs .

We believe using our interconnect harness and BLA reduces the number of string and inverter wire runs required for a typical utility-scale solar energy project by approximately 67% and 95%, respectively, when compared to a conventional homerun system.

We believe using our interconnect harness and BLA reduces the number of string and inverter wire runs required for a typical utility-scale solar energy project by up to 95% when compared to a conventional homerun system.

Reducing the number of wire runs speeds installation, lowers material and shipping costs, reduces the number of potential failure points and is beneficial to the environment because less copper, aluminum and plastics are consumed.

4 unchanged sentences

• Requiring fewer connections.

We believe using our interconnect harness and BLA reduces the number of connection points in a typical utility-scale solar energy project by approximately 83% when compared to a conventional homerun system.

We believe using our interconnect harness and BLA reduces the number of connection points in a typical utility-scale solar energy project by more than 80% when

compared to a conventional homerun system.

Requiring fewer connections reduces the number of labor hours required to install the system as well as the number of potential failure points.

4 unchanged sentences

• Enabling more energy generation.

We believe the design of our interconnect harness and BLA reduces electrical resistance by approximately 43% when compared to a conventional homerun system.

We believe the design of our interconnect harness and BLA reduces electrical resistance significantly when compared to a conventional homerun system.

Lower resistance reduces energy loss to waste heat dissipation, which we believe results in greater energy generation from solar projects that use our combine-as-you-go system when compared to a conventional homerun system.

Together, we believe these advantages result in lower installation costs and lower material costs for our combine-as-you-go systems when compared to conventional homerun systems.

Solar is the fastest growing form of electricity generation in the U.S.

according to the U.S.

Energy Information Administration.

We believe key drivers supporting continued growth in U.S.

solar generation include:

• Increasing economic competitiveness of solar energy with fossil generation as measured by the Levelized Cost of Energy (“LCOE”).

LCOE represents the average cost per unit of electricity of building, financing, operating and maintaining a power plant over its operating life.

Energy Information Administration estimates that the LCOE for new solar generation capacity entering service in 2023 is $30.63 per megawatt hour without federal tax incentives and $23.92 per megawatt hour with federal tax incentives, which is lower than the cost of building new power plants that burn natural gas or coal and lower than the cost of operating existing fossil fuel generation in certain instances.

Table of Con tents

Furthermore, improvements in system performance and efficiency are contributing to continued declines in LCOE, making utility-scale solar competitive even without incentives or subsidies and apart from environmental considerations.

• Expanding state regulations requiring that an increasing proportion of the energy sold in the state come from renewable sources.

According to the National Conference of State Legislatures, as of December 31, 2020, 30 U.S.

states, three territories and the District of Columbia had adopted Renewable Portfolio Standards (“RPSs”), which mandate that a certain percentage of electricity sold in the jurisdiction by a certain date must come from renewable energy resources.

An increasing number of these states and the District of Columbia have passed legislation, regulations or administrative or executive orders targeting 100% renewable or clean energy by 2050 or earlier.

We believe that utilities and independent power producers will build a growing number of solar energy projects to meet these targets.

• Growing corporate and investor support for decarbonization of energy.

245 companies in the S&P 500 had publicly disclosed emissions reduction targets as of October 2019, over 290 major companies had pledged to source 100% of their energy from renewables as part of the international RE100 initiative as of March 2021, and 53 companies had made the Amazon Climate Pledge as of March 2021, which calls on its signatories to be net-zero carbon across their businesses by 2040.

In September 2020, Climate Action 100+, an investor initiative that represents 545 global investors who collectively manage more than $52 trillion in assets, sent letters to certain boards and CEOs of large corporate emitters to urge them to commit to and set clear goals to pursue transition to net-zero emissions by 2050 or sooner.

We believe that corporate and investor commitments to reduce the carbon intensity of their businesses and use renewable energy will result in increasing demand for solar energy projects.

• Accelerating deployment of utility-scale battery energy storage.

By storing the energy generated from solar energy projects and making it available during non-daylight hours, or when weather conditions limit the amount of sunlight, battery storage makes solar energy a viable form of baseload generation.

We believe that demand for solar energy projects to replace fossil fuel-fired baseload generation will increase as utility-scale battery storage decreases in cost and becomes more widely available.

Additionally, solar energy projects with battery storage require more EBOS components than solar energy projects without battery storage.

• Decommissioning of fossil-fuel and nuclear generation.

According to the U.S.

Energy Information Administration,157 GW of generating capacity from coal, petroleum, natural gas and nuclear power plants is expected to be retired through 2030, representing 15% of the total U.S.

utility-scale generation capacity as of year-end December 2020.

We believe that a significant proportion of these plants will be replaced by solar energy projects because of their environmental benefits and competitive cost compared to fossil and other forms of generation.

President Biden has set a goal of “zero-carbon” electricity by 2035 which we believe may lead to an acceleration of fossil-fueled generation retirements either through federal legislation or executive action, further increasing demand for new solar energy projects.

• Electrification of equipment and infrastructure that has historically been powered by fossil fuels.

Aggressive electrification of energy end uses such as transportation, space heating and water heating are needed for the U.S.

and the world to achieve ambitious greenhouse gas emission reduction goals, according to the Lawrence Berkeley National Laboratory.

Federal, state and local governments have responded with a variety of measures to incentivize electrification, ranging from tax credits for electric vehicles to prohibitions on gas lines into new construction to banning gasoline-powered lawn tools.

We believe that the substitution of electricity for fossil fuels in vehicles, appliances and residential and commercial building systems will significantly increase electricity consumption over time.

Table of Con tents

levels of electricity consumption will need to be met with new generation, which we believe will increasingly come from new solar energy projects.

Our EBOS system solutions and components are highly specialized products that are specific to the solar industry.

The unique expertise required to design EBOS systems and components as well as customers’ reluctance to try unproven products has confined the number of firms that produce such EBOS products to a relatively small number.

Our principal competitors include SolarBOS Inc., Bentek Corporation and ConnectPV, Inc.

We compete on the basis of product performance and features, installation cost, reliability and duration of product warranty, sales and distribution capabilities, and training and customer support, as well as the ability to provide system solutions rather than individual components.

We believe we are significantly larger as measured by revenue than our next largest competitor.

Our Competitive Strengths

We believe the following strengths of our business position us to capitalize on continued growth in the solar energy market, reinforce our leadership position in the EBOS market and distinguish us from our competitors:

• Leading market position in the U.S.

solar industry.

We believe that approximately half of the solar energy generation capacity installed in the U.S.

during the year ended December 31, 2020 used at least one of our EBOS products based on our shipments and our estimate of the total capacity of solar energy projects installed during the period.

We believe the widespread use of our products underscores their reliability, safety and installation cost advantages and reinforces our competitive position in the marketplace.

• Sell mission-critical products that are less sensitive to price competition.

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 suppliers.

• The cost of installing our product is more important than the cost of the product itself.

The cost of installing EBOS products can be equal to, or even greater than, the cost of the products themselves.

As a result, customers highly value and will pay a premium for products that can be installed at low cost without specialized labor.

We believe delivering differentiated products that reduce our customers’ installation costs limits price pressure on our products and allows us to maintain strong profit margins.

• Rising wages and skilled labor shortages make our products more valuable .

The cost of constructing a solar energy project has declined substantially over the past 10 years, primarily as a result of significant decreases in the prices of solar panels, inverters and mounting systems.

Over the same time period, the cost of labor to install solar energy projects has increased significantly with the average wage rate for construction workers increasing 20% from 2010 to 2019 according to the U.S.

Bureau of Labor Statistics.

At the same time, the availability of specialized labor, including electricians, has decreased as more workers are retiring from than are entering the construction trades.

We believe our products substantially reduce the number of man hours required, as well as make it possible for general rather than specialized labor, to install solar EBOS so as wages rise, the savings that our products create for our customers also increases.

We believe that wage rates, particularly for specialized labor, will continue to increase and that availability of construction labor will continue to decrease which will make our products more valuable to our customers as they seek to continue to reduce the cost of solar energy and ensure they have sufficient labor to complete their projects.

• Focus on customized “system solutions” that require specialized engineering and technical support capabilities that are challenging for competitors to replicate.

Our customers rely on us to

Table of Con tents

design and specify their EBOS systems, and we derive the majority of our revenue from the sale of complete EBOS systems that are customized for particular solar energy projects.

We believe that our systems engineering capabilities, combined with the custom nature of solar EBOS systems, creates a barrier to entry for competitors.

• Longstanding reputation for differentiated products that are unique in the solar industry.

We believe that we have developed and commercialized most of the new EBOS products and installation methods adopted by the U.S.

solar industry over the past five years, including plug-n-play wiring, interconnect harnesses and combine-as-you-go architecture for solar energy projects.

We prioritize technological innovation within our company and we seek to develop new products that reduce the cost and improve the reliability and safety of renewable energy.

• Intellectual property and trade secrets portfolio.

We maintain a portfolio of intellectual property including patents, non-disclosure agreements, commercial contracts, trade secrets and trademarks.

Our granted U.S.

patents cover features of our products with respect to unique approaches to wire connections, coatings and moldings of insulating covers, wiring topology and skidded solutions.

They also cover means of measuring and communicating the performance and characteristics of groups of solar panels.

Collectively, these features reduce field labor, improve the energy efficiency and increase the reliability of electrical connections, increase electricity output, and reduce the cost of wire and enclosures required to construct a solar energy project.

One of our core U.S.

patents relates to using multiple layers of insulating materials with different performance characteristics to insulate connections which enables the manufacture of plug-n-play solutions with push connectors that can survive 30 years in an outdoor environment.

We believe our patent prevents our competitors from producing a safe and reliable plug-n-play solution with push connectors which is a prerequisite for the labor savings and other advantages that our EBOS systems deliver.

In addition to our patents, we maintain a portfolio of trade secrets relating to, among other things, manufacturing processes, manufacturing equipment and installation methods.

We also seek to protect our intellectual property through non-disclosure agreements and commercial contracts.

• Proprietary manufacturing process that drives high product reliability.

Most electrical failures in solar energy projects occur because of a fault in the wiring.

Faults typically occur when natural thermal expansion and contraction occurs at a point where two wires have been joined, loosening the insulation and allowing moisture into the joint.

Faults can result in lost production, damage to the equipment, fire and injury or even death depending on their severity and whether people are onsite.

We have developed a proprietary manufacturing process for our cable products that we believe is unique in our industry.

Our process involves joining wire together using resistance welds and then sealing the joint with two separate layers of insulating material, which we refer to as “undermold/overmold.” We believe our process significantly reduces the risk of moisture infiltrating the connection and enables us to provide superior UV protection, strain relief, impact resistance and thermal stability over a wide range of environmental conditions.

• Direct beneficiary of the global energy transition.

Nations are rapidly moving to decarbonize their economies in order to reduce air pollution and fight climate change.

A key element of decarbonizing the global economy is transitioning electricity generation from fossil fuels to renewable energy.

Solar energy has become one of the lowest cost, most reliable and most flexible forms of energy generation and is becoming a preferred option for electricity generation worldwide.

As a leading provider of EBOS for solar energy projects, we benefit directly from the global transition to renewable energy through growing demand for our products.

• Panel, mounting system and rooftop/ground mount agnostic.

All solar energy projects require EBOS, and our products are designed to work with ground-mounted and rooftop solar installations as well as all types of solar panels and mounting systems.

As a result, we do not believe we are exposed

Table of Con tents

to risk from changes in solar panel or mounting technology or shifts in market share between different manufacturers of solar panels or mounting systems.

As long as there is demand for solar energy projects, we believe there will be demand for our products.

• Low-cost manufacturing with minimal capital investment required for future expansion.

Our principal manufacturing facilities are located in Tennessee and Alabama, where average labor rates for factory workers are 8% lower than the U.S.

average according to the U.S.

Department of Labor.

Our total capital expenditures from January 1, 2018 to December 31, 2020 were $6.4 million, representing only 1.5% of our revenue over the same time period.

Our current production capacity for EBOS system solutions that utilize our combine-as-you-go architecture is significantly greater than our sales volume during the year ended December 31, 2020.

We believe the scalability and low capital requirements of our business, cost-competitiveness of our workforce and investments we have already made to create ample capacity for growth are significant competitive advantages.

operations that reduce the potential impact of trade tariffs.

We are a U.S.

company, and our principal operations and manufacturing facilities are in the U.S.

We believe our status as a U.S.

company with U.S.

manufacturing reduces the potential impact of U.S.

government tariffs placed on, or other U.S.

government regulatory actions taken against, products manufactured in foreign countries.

• Adherence to ESG principles.

We believe that our impact on the environment;

how we manage our relationships with employees, suppliers, customers and the communities in which we operate;

and the accountability of our leadership to our stockholders are critically important to our business.

Our workforce is critical to our success and we are committed to fostering a culture of diversity and inclusion that makes our employees feel safe, empowered and engaged.

We plan to report how we oversee and manage ESG factors material to our business under the sector-specific ESG standards recommended by the SASB, an organization which provides an ESG framework preferred by investors for ESG evaluation and which announced its collaboration with the GRI in July 2020.

As part of our plan to provide ESG disclosures pursuant to SASB standards, we will evaluate aligning our internal sustainability goals with certain UN SDGs to begin forming commitments to contribute to UN SDGs.

Our Growth Strategy

Our mission is to deliver innovative products that reduce the cost and improve the reliability and safety of renewable energy.

Key elements of our growth strategy include:

• Converting customers to our combine-as-you-go system.

We are the inventor of combine-as-you-go architecture and the only commercial provider of plug-n-play combine-as-you-go products.

We earn higher margins selling our combine-as-you-go products than we do selling our other products.

In addition, we believe that four of the top 10 solar EPCs as reported by Solar Power World Magazine use our combine-as-you-go system on more than 75% of their projects, and we are currently in the process of transitioning an additional 10 EPCs and developers to our system.

Our strategy is to continue to convert EPCs and other customers from competing homerun products to our combine-as-you-go system which will increase our revenue and profitability.

• Introducing new products for solar EBOS categories that we do not currently serve.

We believe our products currently address approximately 36% of the total amount customers spend on EBOS components for solar energy projects.

We are currently developing products for EBOS categories that we do not participate in today, including IV curve benchmarking systems, messenger cable, wire management solutions, AC combiner boxes and high capacity plug-n-play wire harnesses as well as the next generation of our BLA which we believe will enable additional installation cost savings for our customers.

Together, we believe these products will expand our addressable market by approximately 75%.

If we are successful in developing and commercializing these products, we believe they could generate significant additional revenue for us.

Moreover, we believe that the profit margins of these new

Table of Con tents

products could be greater than the profit margins on our existing products because we will not require significant additional selling expense to deliver them to the same customers we are currently serving with our existing products.

• Growing our international business.

Excluding China, the international market (“International Market”) for ground-mounted solar energy projects was two times larger than the U.S.

market in 2020.

We believe that most of the International Market is still using conventional homerun architectures for solar energy projects and we are not aware of any EBOS solutions that are commercially available today in the International Market that offer the labor savings and high reliability of our interconnect harness and BLA.

In combination, we believe that the large size of the International Market and lack of available products that are similar to ours creates a significant growth opportunity for us outside of the U.S.

As a result, we have recently expanded our international sales team and are developing entry plans for several new markets outside of the U.S., including Spain, Germany, Italy, Portugal and the Middle East as well as expanding our existing presence in Australia.

Together, we believe these markets have revenue potential nearly equivalent to our core U.S.

• Taking advantage of both new and retrofit battery energy storage to sell more EBOS products.

We believe that solar energy projects with battery energy storage will spend approximately 55% more on EBOS components than solar energy projects without battery energy storage.

Our strategy is to grow our revenue of solar EBOS products faster than the overall solar market by concentrating our sales efforts on new projects that include battery energy storage and existing projects that plan to retrofit battery energy storage because they will purchase more EBOS than projects without battery energy storage.

• Developing products for electric vehicle charging infrastructure.

Investment in electric vehicle charging infrastructure is growing rapidly.

Many of the operations involved in installing electric vehicle chargers are similar to those involved in installing solar energy projects and also require licensed electricians.

Our strategy is to apply our experience developing products for solar EBOS that are simpler and less costly to install to developing products that can reduce the cost of installing EV charging infrastructure.

We are currently in discussions with EPCs that install EV charging infrastructure regarding potential products and services that we could offer to help lower their costs, including supplying pre-fabricated “skids” that integrate the key components required for a commercial EV charging station with the objective of reducing the amount of labor required in the field.

We expect to introduce offerings for this rapidly growing market in 2022.

• Pursuing “rip and replace” opportunities with existing capacity.

Based on feedback from project owners, we believe that some conventional homerun EBOS products of our competitors installed in existing projects are failing prior to their expected life.

Because of the high voltages involved and the potential for fire, EBOS failures pose significant safety risks.

We believe that as an increasing number of project owners experience or become aware of EBOS failures they will seek to proactively replace components with known reliability issues.

We have already sold products that were used to replace a competitor’s product that had failed and we expect to see additional “rip and replace” orders in the future.

Our strategy is to leverage the greater reliability and lower maintenance costs of our products to pursue rip and replace opportunities with existing solar energy projects.

Products and Services

System Solutions

We refer to complete EBOS systems that use multiple components produced by us as “system solutions.” When we sell a system solution we work with our customers to design, specify and customize their

Table of Con tents

EBOS system to maximize reliability and energy production while minimizing cost.

We refer to complete EBOS systems that use multiple components produced by us as “system solutions.” When we sell a system solution, we work with our customers to design, specify and customize their EBOS system to maximize reliability and energy production while minimizing cost.

We also provide technical support during installation and the transition to operations and maintenance.

13 unchanged sentences

A combine-as-you-go architecture using BLA has significant advantages over traditional homerun architectures, including using less material, requiring fewer man hours to install and having greater reliability and ease of maintenance.

Our Combine-as-you-go EBOS system solutions typically include our interconnect harness, BLA and disconnects and, in some projects, transition enclosures and splice boxes.

Our combine-as-you-go EBOS

system solutions typically include our interconnect harness, BLA and disconnects and, in some projects, transition enclosures and splice boxes.

We derived approximately 73% of our revenue for the year ended December 31, 2021 from the sale of system solutions.

8 unchanged sentences

Specialized devices that monitor current, voltage, temperature, tracker rotation and other performance characteristics.

Table of Con tents

Junction boxes:

Electromechanical interface that provides connection points to collect power from a solar panel.

Wire Management:

A system to secure PV wiring for safety and aesthetic purposes.

We derived approximately 27% of our revenue for the year ended December 31, 2021, from the sale of components.

1 unchanged sentence

Our sales and marketing strategy is to educate all participants involved in building, owning and maintaining a solar energy project on the merits of our products including their lower installation costs, greater reliability and lower maintenance costs compared with competing products.

With the objective of making our innovative EBOS solutions the preferred system globally, we educate customers and influencers through a combination of direct marketing, independent third-party studies, training seminars, and participating in industry conferences and events.

We educate customers and influencers through a combination of direct marketing, independent third-party studies, training seminars, and participating in industry conferences and events, with the objective of making our innovative EBOS solutions the preferred system globally.

Our Customers

2 unchanged sentences

EPCs typically construct multiple projects for several different owners.

For the year ended December 31, 2020, our two largest customers represented approximately 40% of our revenue and were the only customers constituting greater than 10% of total revenue.

For the year ended December 31, 2021, our three largest customers represented approximately 40% of our revenue and were the only customers constituting 10% or greater of total revenue.

Our EBOS system solutions and components are highly specialized products that are specific to the solar industry.

Our principal competitors include SolarBOS Inc.

and Bentek Corporation.

We believe we are significantly larger as measured by revenue than our next largest competitor.

We have experienced seasonal and quarterly fluctuations in the past as a result of seasonal fluctuations in our customers’ business.

Our end users’ ability to install solar energy systems is affected by weather, as for example during the winter months in the northeastern U.S.

Such installation delays can impact the timing of orders for our products.

Manufacturing

4 unchanged sentences

While highly specialized and flexible, our manufacturing equipment is not costly, and we do not require significant capital expenditures to maintain or increase our manufacturing capacity.

Our total capital expenditures from January 1, 2018 to December 31, 2020 were $6.4 million, representing only 1.5% of our revenue over the same time period.

Our current capacity for EBOS system solutions that utilize our combine-as-you-go architecture is significantly greater than our sales volume during the year ended December 31, 2020.

Our Muscle Shoals, Alabama facility is ISO 9001 certified.

Our principal manufacturing facilities are located in Tennessee and Alabama, where average wage rates for factory workers are lower than the national average, allowing us to keep our manufacturing costs competitive.

Our principal manufacturing facilities are located in Tennessee, Alabama, and California.

Our Alabama facility is ISO 9001:2015 certified.

Research and Development

Table of Con tents

We continually devote resources to R&D, with the objective of developing innovative new products that reduce the cost and improve the reliability and safety of renewable energy.

3 unchanged sentences

We measure the effectiveness of our R&D using a number of metrics, beginning with a market requirements definition, which includes a program budget, financial payback, resource requirements, and time required to launch the new product, system, or service into the market.

We employ a stringent engineering phase gate review process that ensures all R&D programs are meeting their stated objectives from inception to deployment.

We employ a stringent

engineering phase gate review process that ensures all R&D programs are meeting their stated objectives from inception to deployment.

We have a strong R&D team with significant experience in solar energy as well as expertise in electrical engineering, systems/control engineering and power electronics.

3 unchanged sentences

We rely primarily on patent, trademark, copyright and trade secret laws in the U.S., confidentiality agreements and procedures and other contractual arrangements to protect our technology.

As of March 2, 2021, we had 24 U.S.

trademark registrations, 18 issued U.S.

As of January 31, 2022, we had 25 U.S.

trademark registrations, 11 pending U.S.

trademark applications, 19 issued U.S.

patents, 1 issued non-U.S.

3 unchanged sentences

issued patents are scheduled to expire between 2031 and 2037.

As of December 31, 2020, our issued U.S.

As of January 31, 2022, our issued U.S.

patents had an average remaining life of approximately 12.5 years.

10 unchanged sentences

Moreover, such individuals could breach the terms of such agreements.

Table of Con tents

We also require our customers and business partners to enter into confidentiality agreements before we disclose any sensitive aspects of our technology or business plans.

3 unchanged sentences

We have not experienced any employment-related work stoppages, and we consider relations with our employees to be good.

During the COVID-19 pandemic, we have implemented procedures to reduce the risk of spreading the virus and have implemented an hourly incentive for employees that work in our manufacturing facilities.

We have a team-oriented culture and encourage candor from our employees, which we believe helps us to succeed and drive operational excellence.

6 unchanged sentences

• maintaining integrity in how we act, make decisions, and hold ourselves accountable.

• being responsive to change, to each other and to our partner, customers and users.

• being responsive to change, to each other, and to our partners, customers and users.

• being respectful in how we treat all people.

8 unchanged sentences

The information found on our website is not a part of this Annual Report on Form 10-K or any other report we file with or furnish to the SEC.

Table of Con tents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

8 unchanged sentences

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.

Table of Con tents

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business