Shoals Technologies Group, Inc. 10-K

Item 9A. Controls and Procedures Management’s Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term as defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. As of December 31, 2023, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria. Attestation Report of the Registered Public Accounting Firm BDO USA, P.C, the independent registered public accounting firm that audited our financial statements included elsewhere in this Form 10-K, has issued an attestation report on our internal control over financial reporting. That report appears in "Item 8. Financial Statements and Supplementary Data" and is incorporated by reference to this Item 9A. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 52 Table of Contents Item 9B. Other Information Director Appointment On February 27, 2024, the Board appointed Brandon Moss, the Company’s Chief Executive Officer, as a member of the Board based on Mr. Moss’s skills, qualifications and contributions to the Company and the Board since he began serving as Chief Executive Officer. Mr. Moss will serve as a Class III director until the Company’s Annual Meeting of Stockholders to be held in 2024, and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. In connection with Mr. Moss’s appointment the Board increased the number of directors on the Board from seven to eight. The Company is not aware of any related party transactions or relationships between Mr. Moss and the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Moss was not appointed as a director based on any arrangement or understanding between Mr. Moss and any other persons. CAO Appointment On February 27, 2024, the Company appointed Inez Lund as its Chief Accounting Officer, effective March 1, 2024. In this position, Ms. Lund will assume the role of the Company’s principal accounting officer from Dominic Bardos, who will continue to serve as the Company’s Chief Financial Officer. Ms. Lund, age 58, has most recently served as the Company’s Controller since December 2021, and initially joined the Company in May 2021 as Tax Director. Before joining the Company, Ms. Lund was Senior Manager, Global Compliance and Reporting at Ernst & Young LLP between December 2019 and May 2021. From September 2014 to December 2019, Ms. Lund held several positions with American International Group, Inc., including Associate Director of Tax and Manager, AIG Global Investments Tax Group. Ms. Lund earned a Master’s degree in Professional Accountancy and a Bachelor’s degree in Accounting from University of Nebraska, Lincoln. In connection with Ms. Lund’s appointment as Chief Accounting Officer of the Company, the Board has approved the following compensation for Ms. Lund, effective as of March 1, 2024: (i) an annual base salary of $300,000; (ii) an annual bonus with a target opportunity equal to 50% of base salary; and (iii) an equity award with respect to fiscal year 2024, with a target value equal to $205,000. The foregoing equity award will be granted in the form approved by the Compensation Committee of the Board under, and subject to, the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, and will vest in accordance with the applicable award agreements. Ms. Lund will also be entitled to participate in the Shoals Technologies Group, Inc. Executive Severance Plan. Ms. Lund does not have any family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company is not aware of any related transactions or relationships between Ms. Lund and the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Lund and any other person pursuant to which Ms. Lund was selected as an officer of the Company. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III 53 Table of Contents Item 10. Directors, Executive Officers and Corporate Governance The information required to be disclosed by this item is incorporated by reference to the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report. Item 11. Executive Compensation The information required to be disclosed by this item is incorporated by reference to the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required to be disclosed by this item is incorporated by reference to the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required to be disclosed by this item is incorporated by reference to the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report. Item 14. Principal Accountant Fees and Services The information required to be disclosed by this item is incorporated by reference to the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report. PART IV Item 15. Exhibit and Financial Statement Schedules (a)(1) Financial Statements. The financial statements and supplementary data required by this item are included after the Signature page of this Annual Report on Form 10-K beginning on page F-1. (a)(2) Financial Statement Schedules. All schedules have been omitted because they are not required or because the required information is given in the Financial Statements or Notes thereto. (a)(3) Exhibits. The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report. 54 Table of Contents EXHIBIT INDEX Incorporated by Reference Number Description of Document Form Filing Date Exhibit No. 3.1 Amended and Restated Certificate of Incorporation of Shoals Technologies Group, Inc., dated January 28, 2021 8-K 1/29/2021 3.1 3.2 Amended and Restated Bylaws of Shoals Technologies Group, Inc., dated January 28, 2021 8-K 1/29/2021 3.2 4.1 Description of Registered Securities 10-K 3/11/2022 4.1 10.1† Employment Agreement, effective as of October 3, 2022, by and between Dominic Bardos and Shoals Technologies Group, LLC 10-Q 11/14/2022 10.1 10.2 Tax Receivable Agreement, dated as of January 29, 2021 by and among Shoals Technologies Group, Inc., Shoals Parent LLC and the other parties 8-K 1/29/2021 10.1 10.3 Tax Receivable Agreement Amendment, dated as of November 29, 2022, by and among Shoals Technologies Group, Inc. and the other parties thereto 8-K 11/30/2022 10.1 10.4 Third Amended and Restated Limited Liability Company Agreement, dated as of January 29, 2021, by and among Shoals Parent LLC, Dean Solon and Shoals Management 8-K 1/29/2021 10.3 10.5 Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement of Shoals Parent LLC, dated December 6, 2022 8-K 12/6/2022 10.1 10.6 Registration Rights Agreement, dated January 29, 2021 by and among Shoals Technologies Group, Inc. and certain holders identified therein 8-K 1/29/2021 4.1 10.7† Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan S-8 1/29/2021 10.1 10.8† Form of RSU Grant Notice and Award Agreement (Employees) S-8 1/29/2021 10.2 10.9† Form of RSU Grant Notice and Award Agreement (Directors) S-8 1/29/2021 10.3 10.10† Form of RSU Grant Notice and Award Agreement 10-Q 5/8/2023 10.3 10.11† Form of PSU Grant Notice and Award Agreement 10-Q 5/8/2023 10.4 10.12†* Form of RSU Grant Notice and Award Agreement (Tier A) 10.13†* Form of PSU Grant Notice and Award Agreement (Tier A) 10.14† Form of Director and Officer Indemnification Agreement S-1/A 1/25/2021 10.5 10.15 Stockholders’ Agreement, dated as of January 29, 2021 by and among Shoals Technologies Group, Inc., Oaktree Power Opportunities Fund IV (Delaware) Holdings, LP, Solon Holdco I, GP, Solon Holdco II, GP, Dean Solon and Shoals Management Holdings LLC 8-K 1/29/2021 10.2 55 Table of Contents EXHIBIT INDEX Incorporated by Reference Number Description of Document Form Filing Date Exhibit No. 10.16† Employment Agreement, effective as of December 18, 2020, by and between Jason Whitaker and Shoals Technologies Group, LLC S-1/A 1/25/2021 10.9 10.17† Employment Agreement, effective as of December 31, 2020, by and between Mehgan Peetz and Shoals Technologies Group, LLC S-1/A 1/25/2021 10.11 10.18† Separation Agreement, dated February 24, 2023, by and between Jason Whitaker and Shoals Technologies Group, Inc. 8-K 2/27/2023 10.1 10.19† Shoals Technologies Group, Inc. Executive Severance Plan 8-K 2/27/2023 10.2 10.20† Offer Letter, dated as of June 11, 2023, by and between Brandon Moss and Shoals Technologies Group, Inc. 8-K 6/14/2023 10.1 10.21 Amendment No. 2, dated as of December 30, 2020, to the Credit Agreement, dated as of November 25, 2020, by and among Shoals Holdings LLC, Shoals Intermediate Holdings LLC, Wilmington Trust, National Association, as administrative agent and collateral agent, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A. and Guggenheim Securities, LLC, as lead arrangers and bookrunners S-1/A 1/25/2021 10.1 10.22 Amendment No. 3 to Credit Agreement, dated as of November 10, 2022, between Shoals Holdings LLC, Shoals Intermediate Holdings LLC, Wilmington Trust, National Association, as Term Loan Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A. 10-Q 11/10/2021 10.1 10.23 Amendment No. 5 to Credit Agreement, dated as of May 2, 2022, between Shoals Holdings LLC, Shoals Intermediate Holdings LLC, Wilmington Trust, National Association, as Term Loan Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., as Revolving Facility Administrative Agent and each L/C Issuer and lender 8-K 5/5/2022 10.1 10.24*† Offer Letter, dated December 12, 2022, by and between Jeffery Tolnar and Shoals Technologies Group, Inc. 21.1* Subsidiaries of the Registrant 23.1* Consent of BDO USA, P.C., as to Shoals Technologies Group, Inc. 31.1* Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350) 31.2* Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350) 32.1** Certification of the Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 56 Table of Contents EXHIBIT INDEX Incorporated by Reference Number Description of Document Form Filing Date Exhibit No. 97.1* Shoals Technologies Group, Inc. Clawback and Recoupment Policy 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ________ * Filed herewith ** Furnished herewith † Indicates a management contract or compensatory plan. Item 16. Form 10–K Summary None 57 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2024. Shoals Technologies Group, Inc. By: /s/ Brandon Moss Name: Brandon Moss Title: Chief Executive Officer and Director * * * * Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. Signature Title Date /s/ Brandon Moss Chief Executive Officer (Principal Executive Officer) and Director February 28, 2024 Brandon Moss /s/ Dominic Bardos Chief Financial Officer February 28, 2024 Dominic Bardos (Principal Financial and Accounting Officer) /s/ Brad Forth Chair of the Board of Directors February 28, 2024 Brad Forth /s/ Ty Daul Member of the Board of Directors February 28, 2024 Ty Daul /s/ Lori Sundberg Member of the Board of Directors February 28, 2024 Lori Sundberg /s/ Toni Volpe Member of the Board of Directors February 28, 2024 Toni Volpe /s/ Peter Wilver Member of the Board of Directors February 28, 2024 Peter Wilver /s/ Jeannette Mills Member of the Board of Directors February 28, 2024 Jeannette Mills /s/ Robert Julian Member of the Board of Directors February 28, 2024 Robert Julian 58 Table of Contents INDEX TO FINANCIAL STATEMENTS Shoals Technologies Group, Inc. Reports of Independent Registered Public Accounting Firm ( BDO USA, P.C. ; Austin, Texas ; PCAOB ID# 243 ) F-2 Consolidated Balance Sheets F- 6 Consolidated Statements of Operations F- 7 Consolidated Statements of Changes in Members’ / Stockholders’ Equity (Deficit) F- 8 Consolidated Statements of Cash Flows F- 10 Notes to Consolidated Financial Statements F- 12 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Shoals Technologies Group, Inc. Portland, Tennessee Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Shoals Technologies Group, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in members’ / stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 28, 2024 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Warranty Liability related to Wire Insulation Shrinkback As described in Note 9 to the consolidated financial statements, the Company has been notified by certain customers that a subset of wire harnesses used in its electrical balance of systems (“EBOS”) solutions is F-2 Table of Contents presenting unacceptable levels of pull back of wire insulation at connection points (“wire insulation shrinkback”). Based upon the Company’s ongoing assessment, the Company currently believes the wire insulation shrinkback is related to defective red wire from a specific manufacturer. As of December 31, 2023, the Company recorded a warranty liability related to this matter of $54.9 million. We identified the warranty liability related to the wire insulation shrinkback as a critical audit matter because of certain significant assumptions used by management to estimate the warranty liability, specifically, the magnitude of engineering, procurement, and construction firms’ (“EPC’s”) labor costs, estimated failure rates, and planned remediation methods. Auditing these assumptions involved especially complex and subjective auditor judgment due to the nature and extent of audit effort required to address this matter. The primary procedures we performed to address this critical audit matter included: • Evaluating the time period associated with the defective red wire and verifying the sites included in management’s estimate are within the affected time period. • Verifying a sample of sites included in management’s estimate to confirm the accuracy of the number of harnesses and affected wire. • Vouching the EPC’s labor rates to external quotes. Recalculating the estimated labor costs using labor rates and the number of impacted harnesses and evaluating the impact on the liability calculation. • For a sample of sites, agreeing the failure rates to external inspection reports and testing the impact of those on the liability calculation. • Evaluating management’s designation of planned remediation methods across the population of affected sites. /s/ BDO USA, P.C. We have served as the Company's auditor since 2017. Austin, Texas February 28, 2024 F-3 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Shoals Technologies Group, Inc. Portland, Tennessee Opinion on Internal Control over Financial Reporting We have audited Shoals Technologies Group, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in members’ / stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated February 28, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that F-4 Table of Contents controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, P.C. Austin, Texas February 28, 2024 F-5 Table of Contents Shoals Technologies Group, Inc. Consolidated Balance Sheets (in thousands, except shares and par value) December 31, 2023 2022 Assets Current Assets Cash and cash equivalents $ 22,707 $ 8,766 Accounts receivable, net 107,118 50,575 Unbilled receivables 40,136 16,713 Inventory, net 52,804 72,854 Other current assets 4,421 4,632 Total Current Assets 227,186 153,540 Property, plant and equipment, net 24,836 16,870 Goodwill 69,941 69,941 Other intangible assets, net 48,668 56,585 Deferred tax assets 468,195 291,634 Other assets 5,167 6,325 Total Assets $ 843,993 $ 594,895 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable $ 14,396 $ 9,481 Accrued expenses and other 22,907 17,322 Warranty liability—current portion 31,099 560 Deferred revenue 22,228 23,259 Long-term debt—current portion 2,000 2,000 Total Current Liabilities 92,630 52,622 Revolving line of credit 40,000 48,000 Long-term debt, less current portion 139,445 189,063 Warranty liability, less current portion 23,815 — Other long-term liabilities 3,107 4,221 Total Liabilities 298,997 293,906 Commitments and Contingencies (Note 16) Stockholders’ Equity Preferred stock, $ 0.00001 par value - 5,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022 — — Class A common stock, $ 0.00001 par value - 1,000,000,000 shares authorized; 170,117,289 and 137,904,663 shares issued and outstanding as of December 31, 2023 and 2022, respectively 2 1 Class B common stock, $ 0.00001 par value - 195,000,000 shares authorized; none and 31,419,913 shares issued and outstanding as of December 31, 2023 and 2022, respectively — 1 Additional paid-in capital 470,542 256,894 Accumulated earnings 74,452 34,478 Total stockholders’ equity attributable to Shoals Technologies Group, Inc. 544,996 291,374 Non-controlling interests — 9,615 Total stockholders' equity 544,996 300,989 Total Liabilities and Stockholders’ Equity $ 843,993 $ 594,895 See accompanying notes to consolidated financial statements. F-6 Table of Contents Shoals Technologies Group, Inc. Consolidated Statements of Operations (in thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Revenue $ 488,939 $ 326,940 $ 213,212 Cost of revenue 320,635 195,629 130,567 Gross profit 168,304 131,311 82,645 Operating expenses General and administrative expenses 80,719 55,908 37,893 Depreciation and amortization 8,550 9,073 8,520 Total operating expenses 89,269 64,981 46,413 Income from operations 79,035 66,330 36,232 Interest expense, net ( 24,100 ) ( 18,538 ) ( 14,549 ) Payable pursuant to the tax receivable agreement adjustment — ( 6,675 ) ( 1,663 ) Gain on termination of tax receivable agreement — 110,883 — Loss on debt repayment — — ( 15,990 ) Income before income taxes 54,935 152,000 4,030 Income tax expense ( 12,274 ) ( 8,987 ) ( 86 ) Net income 42,661 143,013 3,944 Less: net income attributable to non-controlling interests 2,687 15,402 1,596 Net income attributable to Shoals Technologies Group, Inc. $ 39,974 $ 127,611 $ 2,348 Year Ended December 31, 2023 Year Ended December 31, 2022 Period from January 27, 2021 to December 31, 2021 Earnings (Loss) per share of Class A common stock: Basic $ 0.24 $ 1.11 $ ( 0.00 ) Diluted $ 0.24 $ 0.85 $ ( 0.00 ) Weighted average shares of Class A common stock outstanding: Basic 164,165 114,495 99,269 Diluted 164,504 167,631 99,269 See accompanying notes to consolidated financial statements. F-7 Table of Contents Shoals Technologies Group, Inc. Consolidated Statements of Changes in Members’ / Stockholders’ Equity (Deficit) (in thousands, except shares) Members' Equity (Deficit) Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Earnings (Deficit) Non-Controlling Interests Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Balance at December 31, 2020 $ ( 184,123 ) — $ — — $ — $ — $ — $ — $ ( 184,123 ) Net income prior to the Organizational Transactions 2,675 — — — — — — — 2,675 Effect of Organizational Transactions 181,448 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 ) — 69,939 — 70,976 140,915 Activity subsequent to the Organizational Transactions: Deferred tax adjustments related to Tax Receivable Agreements — — — — — 20,997 — — 20,997 Issuance of Class A common stock sold in follow-on offering, net of underwriting discounts and commissions — 10,402,086 — — — 281,064 — — 281,064 Purchase of LLC Interests and Class B common stock — — — ( 10,402,086 ) — ( 281,064 ) — — ( 281,064 ) Exchange of Class B to Class A common stock — 7,870,042 — ( 7,870,042 ) — — — — — Deferred tax adjustment related to ConnectPV LLC conversion — — — — — ( 238 ) — — ( 238 ) Issuance of Class A common stock in connection with an acquisition — 209,437 — — — 6,500 — — 6,500 Net income — — — — — — ( 327 ) 1,596 1,269 Equity-based compensation — — — — — 9,481 — — 9,481 Activity under stock compensation plan — — — — — ( 3,755 ) — 3,618 ( 137 ) Distributions to non-controlling interests — — — — — — — ( 4,837 ) ( 4,837 ) F-8 Table of Contents Shoals Technologies Group, Inc. Consolidated Statements of Changes in Members’ / Stockholders’ Equity (Deficit) (continued) (in thousands, except shares) Members' Equity (Deficit) Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Earnings (Deficit) Non-Controlling Interests Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Vesting of restricted stock units — 40,665 — — — — — — — Reallocation of non-controlling interests — — — — — ( 7,240 ) — 7,240 — Balance at December 31, 2021 — 112,049,981 1 54,794,479 1 95,684 ( 93,133 ) ( 10,051 ) ( 7,498 ) Net income — — — — — — 127,611 15,402 143,013 Equity-based compensation — — — — — 17,913 — — 17,913 Activity under equity-based compensation plan — — — — — ( 6,719 ) — 5,422 ( 1,297 ) Distributions to non-controlling interests — — — — — — — ( 7,762 ) ( 7,762 ) Vesting of restricted stock units — 480,116 — — — — — — — Exchange of Class B to Class A common stock — 23,374,566 — ( 23,374,566 ) — 115,396 — — 115,396 Issuance of Class A common stock sold in follow-on offering, net of underwriting discounts and commissions and offering costs — 2,000,000 — — — 41,224 — — 41,224 Reallocation of non-controlling interests — — — — — ( 6,604 ) — 6,604 — Balance at December 31, 2022 — 137,904,663 1 31,419,913 1 256,894 34,478 9,615 300,989 Net income — — — — — — 39,974 2,687 42,661 Equity-based compensation — — — — — 20,862 — — 20,862 Activity under equity-based compensation plan — — — — — ( 4,567 ) — 687 ( 3,880 ) Distributions to non-controlling interests — — — — — — — ( 2,628 ) ( 2,628 ) Vesting of restricted / performance stock units — 792,713 — — — — — — — Exchange of Class B to Class A common stock, net — 31,419,913 1 ( 31,419,913 ) ( 1 ) 186,745 — — 186,745 Reallocation of non-controlling interests — — — — — 10,361 — ( 10,361 ) — Elimination of the umbrella-partnership C corporation structure — — — — — 247 — — 247 Balance at December 31, 2023 $ — 170,117,289 $ 2 — $ — $ 470,542 $ 74,452 $ — $ 544,996 See accompanying notes to consolidated financial statements. F-9 Table of Contents Shoals Technologies Group, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2023 2022 2021 Cash Flows from Operating Activities Net income $ 42,661 $ 143,013 $ 3,944 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 10,529 10,509 10,053 Amortization/write off of deferred financing costs 2,165 1,365 5,969 Equity-based compensation 20,862 16,108 11,286 Provision for credit losses 296 200 — Provision for obsolete or slow-moving inventory 5,041 2,073 ( 1,418 ) Provision for warranty expense 59,556 560 60 Deferred taxes 11,334 8,406 ( 1,476 ) Payable pursuant to the tax receivable agreement adjustment — 6,675 1,663 Gain on termination of tax receivable agreement — ( 110,883 ) — Gain on sale of assets — — 52 Changes in assets and liabilities, net of business acquisition: Accounts receivable ( 56,839 ) ( 19,207 ) 818 Unbilled receivables ( 23,423 ) ( 3,180 ) ( 9,739 ) Inventory 15,009 ( 36,927 ) ( 17,188 ) Other assets 1,355 244 341 Accounts payable 5,171 ( 11,029 ) ( 3,877 ) Accrued expenses and other 4,471 10,110 ( 6,239 ) Warranty liability ( 5,202 ) — — Deferred revenue ( 1,031 ) 21,418 1,668 Net Cash Provided by (Used in) Operating Activities 91,955 39,455 ( 4,083 ) Cash Flows from Investing Activities Purchases of property, plant and equipment ( 10,578 ) ( 3,154 ) ( 4,126 ) Acquisition of a business, net of cash acquired — — ( 12,909 ) Other ( 269 ) ( 503 ) — Net Cash Used in Investing Activities ( 10,847 ) ( 3,657 ) ( 17,035 ) Cash Flows from Financing Activities Distributions to non-controlling interests ( 2,628 ) ( 7,762 ) ( 4,837 ) Employee withholding taxes related to net settled equity awards ( 3,880 ) ( 1,297 ) ( 137 ) Deferred financing costs — — ( 94 ) Payments on term loan facility ( 51,500 ) ( 2,000 ) ( 152,750 ) Proceeds from revolving credit facility 45,000 46,000 49,140 Repayments of revolving credit facility ( 53,000 ) ( 53,140 ) ( 14,000 ) 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 ) Proceeds from issuance of Class A common stock in follow-on offering, net of underwriting discounts and commissions — 42,943 281,064 F-10 Table of Contents Shoals Technologies Group, Inc. Consolidated Statements of Cash Flows (continued) (in thousands) Year Ended December 31, 2023 2022 2021 Purchase of LLC Interests with proceeds from follow-on offering — — ( 281,064 ) Payment of debt assumed in acquisition — — ( 1,537 ) Deferred offering costs ( 1,159 ) ( 1,463 ) ( 9,704 ) Early termination payment of tax receivable agreement — ( 58,000 ) — Payment of fees for tax receivable agreement termination — ( 1,870 ) — Net Cash Provided by (Used in) Financing Activities ( 67,167 ) ( 36,589 ) 20,602 Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 13,941 ( 791 ) ( 516 ) Cash, Cash Equivalents and Restricted Cash—Beginning of Period 8,766 9,557 10,073 Cash, Cash Equivalents and Restricted Cash—End of Period $ 22,707 $ 8,766 $ 9,557 Year Ended December 31, 2023 2022 2021 Supplemental Cash Flows Information: Cash paid for interest $ 23,104 $ 12,840 $ 10,809 Cash paid for taxes $ 1,324 $ 786 $ 1,190 Non-cash investing and financing activities: Reclassification of deferred offering costs to additional paid-in capital $ — $ — $ 3,902 Recording of deferred tax assets related to exchanges of Class B common stock to Class A common stock $ 187,648 $ 123,157 $ 187,915 Recording of amounts payable pursuant to tax receivable agreement $ — $ 7,761 $ 154,711 Capital contribution related to tax receivable agreement exchanges of Class B common stock to Class A common stock $ 187,648 $ 115,396 $ 27,011 Income tax receivable from merger due to former owner $ — $ — $ 3,842 Deferred tax asset and additional paid-in capital from ConnectPV $ — $ — $ 238 Class A common stock issued in ConnectPV acquisition $ — $ — $ 6,500 See accompanying notes to consolidated financial statements. F-11 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements 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 LLC”). Shoals Parent LLC was a Delaware limited liability company. The Company is headquartered in Portland, Tennessee and is a manufacturer of electrical balance of systems (“EBOS”) solutions and components for solar, battery storage and electric vehicle charging applications, selling to customers primarily in the United States as well as internationally. Initial Public Offering and Organizational Transactions On January 29, 2021, the Company completed 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 (“LLC Interests”) from Shoals Parent LLC and 5,234,210 LLC Interests from Dean Solon, our founder (the “Founder”), and Class B unit holder in Shoals Parent LLC at a price per interest equal to the IPO price of $ 25.00 per share. In connection with the IPO, the Company and Shoals Parent LLC completed a series of transactions (the “Organizational Transactions”) including the following: • the limited liability company agreement (the “LLC Agreement”) of Shoals Parent LLC was amended and restated to, among other things, (i) provide for a new single class of LLC Interests in Shoals Parent LLC, (ii) exchange all of the then existing membership interests of the holders of Shoals Parent LLC membership interests for LLC Interests and (iii) appoint the Company as the sole managing member of Shoals Parent LLC; • 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 LLC (the “Continuing Equity Owners”) on a one -to-one basis with the number of LLC Interests they own; and • the acquisition, by merger, of Shoals Investment CTB or the former Class A member of Shoals Parent LLC (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 and Secondary Offerings On July 16, 2021, the Company completed a secondary offering consisting of 4,989,692 shares of Class A common stock offered by the selling stockholders 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. On December 6, 2022, the Company completed a secondary offering consisting of 27,900,000 shares of Class A common stock offered by the selling stockholders and 2,000,000 shares of Class A common stock offered by the Company. The Company used the proceeds of the sale of Class A common stock together with cash on hand, to make a payment of $ 58.0 million to terminate the Tax Receivable Agreement (“TRA”). See Note 18 - Payable Pursuant to the Tax Receivable Agreement. F-12 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements On March 10, 2023, the selling stockholders, which consisted of certain entities controlled by the Founder, completed a secondary offering consisting of 24,501,650 shares of Class A common stock. Following the closing of the secondary offering, the founder no longer owned any shares of our Class B common stock or LLC Interests. The Company did not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders in this offering. Termination of Tax Receivable Agreement On November 29, 2022, the Company entered into an amendment to the TRA (the “TRA Amendment”), dated as of January 29, 2021, pursuant to which the parties thereto agreed to grant the Company a right to terminate the TRA until December 31, 2022 (the “TRA Termination Right”) in exchange for a termination consideration of $ 58.0 million, payable in cash. The Company exercised its TRA Termination Right, and the TRA was terminated on December 6, 2022. Entity Simplification In March 2023, following the secondary offerings described above, all Continuing Equity Owners, exchanged all the LLC Interests and corresponding shares of Class B common stock of the Company beneficially owned by them into shares of Class A common stock of the Company. As a result, upon effectiveness of such exchanges, and prior to the July 1, 2023 contribution described below, all of the LLC Interests in Shoals Parent LLC were held by the Company, no other holders own LLC Interests and no Class B common stock is outstanding. On July 1, 2023, the Company contributed 100 % of its LLC Interests of Shoals Parent LLC to its wholly-owned subsidiary Shoals Intermediate Parent. Following the contribution, Shoals Parent LLC became a disregarded single member limited liability company, eliminating the umbrella-partnership C corporation structure (“Up-C structure”). Effective July 1, 2023, the Company owned 100 % of Shoals Parent LLC together with its wholly-owned subsidiary, Shoals Intermediate Parent. Following the elimination of the Up-C structure, effective December 31, 2023, the Company consummated an internal reorganization transaction whereby certain of the Company’s wholly-owned subsidiaries merged with and into other subsidiaries. As part of this reorganization, Shoals Parent LLC merged with and into Shoals Intermediate Parent, with Shoals Intermediate Parent as the surviving corporation. As of December 31, 2023, Shoals Technologies Group, Inc. owns directly or indirectly four subsidiaries: Shoals Intermediate Parent, Shoals Technologies Group, LLC, Shoals International, LLC and Shoals Energy Spain, S.L. 2. Summary of Significant Accounting Policies Basis of Accounting and Presentation The 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 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 period amounts have been reclassified to conform to the current period presentation. Non-Controlling Interests F-13 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements The non-controlling interests on the consolidated statements of operations represented a portion of earnings or loss attributable to the economic interests in the Company’s former subsidiary, Shoals Parent LLC, formerly held by the Continuing Equity Owners. Non-controlling interests on the consolidated balance sheets represented 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 July 1, 2023, the Company, along with wholly-owned subsidiary Shoals Intermediate Parent, owned 100 % of Shoals Parent LLC. Effective December 31, 2023, Shoals Parent LLC merged with and into Shoals Intermediate Parent with Shoals Intermediate Parent as the surviving corporation. See “Entity Simplification” in Note 1. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates include revenue recognition, allowance for credit losses, useful lives of property, plant and equipment and other intangible assets, impairment of long-lived assets, allowance for obsolete or slow moving inventory, payable pursuant to the TRA, valuation allowance on deferred tax assets, equity-based compensation expense and warranty liability. Cash and Cash Equivalents The Company considers cash and cash equivalents to include cash on hand, cash held in demand deposit accounts, and all highly liquid financial instruments purchased with a maturity of three months or less. 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 consolidated statements of cash flows. Restricted cash is restricted as to withdrawal or use. Prior to the termination of the TRA, tax distributions paid by Shoals Parent LLC to the Company were restricted under the LLC Agreement for future payments under the TRA and totaled $ 4.6 million as of December 31, 2021. There was no restricted cash as of December 31, 2022 or December 31, 2023. A reconciliation of cash, cash equivalents and restricted cash to the consolidated statements of cash flows is as follows (in thousands): As of December 31, 2023 2022 2021 Cash and cash equivalents $ 22,707 $ 8,766 $ 5,006 Restricted cash included in other current assets — — — Restricted cash included in other assets — — 4,551 Total cash, cash equivalents and restricted cash $ 22,707 $ 8,766 $ 9,557 Accounts Receivable and Allowance for Credit Losses Accounts receivable is comprised of amounts billed to customers, net of an allowance for credit losses. The allowance for credit losses is estimated by management and is based on historical experience, current conditions and reasonable forecasts. Periodically, management reviews the accounts receivable balances of its F-14 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements customers and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have failed, although collection efforts may continue. Unbilled Receivables Unbilled receivables arise when the Company recognizes revenue for amounts which cannot yet be billed under terms of the contract with the customer. Inventory Inventories consist of raw materials, work in process, and finished goods. Inventories are stated at the lower of cost or net realizable value. Cost is calculated using the first-in first-out method. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Property, Plant, and Equipment Property, plant, and equipment acquired in acquisitions are recorded at fair value at the date of acquisition; all other property, plant and equipment are recorded at cost, net of accumulated depreciation. Improvements, betterments and replacements which significantly extend the life of an asset are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Repair and maintenance costs are expensed as incurred. A gain or loss on the sale of property, plant and equipment is calculated as the difference between the cost of the asset disposed of, net of accumulated depreciation, and the sales proceeds received. A gain or loss on an asset disposal is recognized in the period that the sale occurs. Impairment of Long-Lived Assets When events, circumstances or operating results indicate that the carrying values of long-lived assets might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the projections indicate that the recorded amounts are not expected to be recoverable, such amounts are reduced to estimated fair value. Fair value is estimated based upon internal evaluation of each asset that includes quantitative analyses of net revenue and cash flows, review of recent sales of similar assets and market responses based upon discussions in connection with offers received from potential buyers. Management determined there was no impairment for the years ended December 31, 2023, 2022 and 2021. Goodwill Goodwill is assessed using either a qualitative assessment or quantitative approach to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. The qualitative assessment evaluates factors including macroeconomic conditions, industry-specific and company-specific considerations, legal and regulatory environments, and historical performance. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed. Otherwise, no further assessment is required. The quantitative approach compares the estimated fair value of the reporting units to its carrying amount, including goodwill. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential. The Company completes its annual goodwill impairment test as of October 1 each year. For the years ended December 31, 2023, 2022 and 2021, the Company performed a qualitative assessment of its goodwill and determined no impairment. Since the Company’s formation on May 9, 2017, the Company has not had any goodwill impairment. F-15 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements Amortizable and Other Intangible Assets The Company amortizes identifiable intangible assets consisting of customer relationships, developed technology, trade names, backlog and noncompete agreements because these assets have finite lives. The Company’s intangible assets with finite lives are amortized on a straight‐line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized over their estimated useful lives. The Company reviews for impairment indicators of finite-lived intangibles, as described in the “Impairment of Long-Lived Assets” significant accounting policy. Deferred Offering Costs Deferred offering costs consist primarily of registration fees, filing fees, listing fees, specific legal and accounting costs and transfer agent fees, which are direct and incremental fees related to the IPO and secondary offerings. Deferred Financing Costs Costs incurred to issue debt are capitalized and recorded net of the related debt and amortized using the effective interest method as a component of interest expense over the terms of the related debt agreement. Revenue Recognition The Company recognizes revenue primarily from the sale of EBOS systems and components. The Company determines its revenue recognition through the following steps: (i) identification of the contract or contracts with a customer, (ii) identification of the performance obligations within the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations within the contract, and (v) recognition of revenue as the performance obligation has been satisfied. The Company’s contracts with customers predominately are accounted for as one performance obligation, as the majority of the obligations under the contracts relate to a single project. For each contract entered into, the Company determines the transaction price based on the consideration expected to be received. The transaction price identified is allocated to each distinct performance obligation to deliver a good or service based on the relative standalone selling prices. Management has concluded that the prices negotiated with each individual customer are representative of the standalone selling price of the product. The Company primarily recognizes revenue over time as a result of the continuous transfer of control of its product to the customer using the output method based on units manufactured. This continuous transfer of control to the customer is supported by clauses in the contracts that provide rights to payment of the transaction price associated with work performed to date on products that do not have an alternative use to the Company. Management believes that recognizing revenue using the output method based on units manufactured best depicts the extent of transfer of control to the customer. In certain instances the promised goods do have an alternative use. In these instances revenue is recognized when the customer obtains control of the product. Contracts of this nature typically include customer acceptance clauses, which results in revenue recognition occurring upon customer acceptance. Depending on the size of project, the manufacturing process generally takes from less than one week to four months to complete production. The accounting for each contract involves a judgmental process of estimating total sales, costs, and profit for each performance obligation. Cost of revenue is recognized based on the unit of production. The amount reported as revenue is determined by adding a proportionate amount of the estimated profit to the amount reported as cost of revenue. The Company has elected to adopt certain practical expedients and exemptions as allowed under the new revenue recognition guidance such as (i) recording sales commissions as incurred because the F-16 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements amortization period is less than one year, (ii) excluding any collected sales tax amounts from the calculation of revenue, and (iii) accounting for shipping and handling activities that are incurred after the customer has obtained control of the product as fulfillment costs rather than a separate service provided to the customer for which consideration would need to be allocated (see Shipping and Handling). Shipping and Handling The Company accounts for shipping and handling related to contracts with customers as costs to fulfill its promise to transfer the associated products. Accordingly, payment by the Company’s customers for shipping and handling costs for delivery of the Company’s products are recorded as a component of revenue in the accompanying consolidated statements of operations. Shipping and handling expenses are included as a component of cost of revenue as incurred and totaled $ 5.2 million, $ 7.0 million and $ 5.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Concentrations The Company has cash deposited at certain financial institutions which, at times, may exceed the limits provided by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses on such amount and believes it is not subject to significant credit risk related to cash balances. As of December 31, 2023, $ 22.3 million of the Company’s bank balances were in excess of FDIC insurance limits. The Company had the following revenue concentrations representing approximately 10% or more of revenue for the years ended December 31, 2023, 2022 and 2021 and related accounts receivable concentrations as of December 31, 2023 and 2022: 2023 2022 2021 Revenue % Accounts Receivable % Revenue % Accounts Receivable % Revenue % Customer A 36.3 % 37.5 % 7.0 % 8.4 % 18.3 % Customer B 5.5 % 3.9 % 6.3 % 5.1 % 11.3 % Customer C 0.2 % 3.8 % 6.0 % 12.6 % 10.0 % Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company follows a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs may be used to measure fair value, as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to the fair value of the assets or liabilities. The fair values of the Company’s cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying values due to their short maturities. The carrying value of the Company’s F-17 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements long-term debt approximates fair value and is considered level 2, as it is based on current market rates at which the Company could borrow funds with similar terms. The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820-10 for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis. As it relates to the Company, this applies to certain nonfinancial assets and liabilities acquired in business combinations. Income Taxes Pre-IPO Income Taxes Shoals Parent LLC was treated as a partnership and was not subject to federal income tax; rather, Shoals Parent LLC’s taxable income was passed through to its members and subject to federal income tax at the member level. Shoals Parent LLC and its subsidiary LLCs were generally not subject to state income tax; however, Shoals Technologies Group, LLC and Shoals Technologies, LLC paid various state and franchise taxes. Post-IPO Income Taxes The Company is taxed as a corporation for U.S. federal and state income tax purposes. Prior to July 1, 2023, the Company’s sole material asset was Shoals Parent LLC, which was a limited liability company that was taxed as a partnership for US federal and certain state and local income tax purposes. Shoals Parent LLC’s net taxable income and related tax credits, if any, were passed through to its members and included in the member’s tax returns. 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 basis. 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. 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. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. 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 the 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 income tax expense financial statement caption in the accompanying consolidated statements of operations. The Company did not have any material interest and penalties during the years ended December 31, 2023, 2022 and 2021. F-18 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements 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 each jurisdictions’ rules, beginning generally after the income tax returns are filed. Product Warranty The Company offers an assurance type warranty for its products against manufacturer defects and does not contain a service element. For these assurance type warranties, a provision for estimated future costs related to warranty expense is recorded when they are probable and reasonably estimable. This provision is based on historical information on the nature, frequency and average cost of claims for each product line. When little or no experience exists for an immature product line, the estimate is based on comparable product lines. Specific liabilities are established once an issue is identified with the amounts for such liabilities based on the estimated cost of correction. These estimates are re-evaluated on an ongoing basis using best-available information and revisions to estimates are made as necessary. As of December 31, 2023 and 2022 our estimated warranty liability was $ 54.9 million and $ 0.6 million, respectively. Acquisition Accounting The Company accounts for its business acquisitions under the acquisition method of accounting in ASC 805. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples amongst other items. Equity-Based Compensation The Company recognizes equity-based compensation expense based on the equity award’s grant date fair value. The determination of the fair value of equity awards issued to employees of the Company is based upon the closing market price of the Company’s common stock on the day prior to the grant date. Equity-based compensation expense related to performance stock units is recognized if it is probable that the performance condition will be satisfied. The Company accounts for forfeitures as they occur. The grant date fair value of each unit is amortized on a straight-line basis over the requisite service period, including those units with graded vesting. However, the amount of equity-based compensation at any date is at least equal to the portion of the grant date fair value of the award that is vested. Earnings (Loss) per Share (“EPS”) Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue shares, such as unvested restricted stock units, were exercised and converted into shares. Diluted EPS is computed by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period, increased by the number of additional shares that would have been outstanding if the potential shares had been issued and were dilutive. Segment Reporting ASC 280 (“Segment Reporting”) establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one operating and reportable segment and derives revenues from selling its product. F-19 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements Advertising Expenses Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2023, 2022 and 2021 were not material to our consolidated financial statements. Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses for the years ended December 31, 2023, 2022 and 2021 were not material to our consolidated financial statements. New Accounting Standards Adopted 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. The adoption of this standard on January 1, 2023 did not have an impact on the Company’s consolidated financial statements. Not Yet Adopted In October 2023, the FASB issued ASU 2023-06 Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. For SEC registrants, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company will monitor the removal of various requirements from the current regulations in order to determine when to adopt the related amendments, but does not anticipate the adoption of the new guidance will have a material impact on the Company’s consolidated financial statements. The Company will continue to evaluate the impact of this guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements. F-20 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements 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 consolidated financial statements. 3. Acquisition of ConnectPV On August 26, 2021, the Company acquired 100 % of the common stock of ConnectPV, Inc (“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 (as defined in Note 10 - Long-Term Debt). The purchase price paid has been allocated to record the acquired assets and assumed liabilities based upon their estimated fair value. 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 $ 19.8 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 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): Purchase Price Allocation Cash and cash equivalents $ 849 Accounts receivable 5,382 Inventory 4,273 Other current assets 1,583 Total current assets 12,087 Property, plant and equipment 438 Goodwill 19,765 Other intangible assets 1,600 Total Assets 33,890 Accounts payable 9,440 Accrued expenses 2,655 Debt 1,537 Total liabilities 13,632 Net assets acquired $ 20,258 The Company expensed acquisition-related costs of $ 2.3 million which are included in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2021. The goodwill and acquisition costs are not deductible for tax purposes. F-21 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements 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, based on available information and to give effect to the financing for the acquisition (in thousands): Year Ended December 31, 2021 Revenue $ 229,709 Net income $ 3,305 4. Accounts Receivable Accounts receivable, net consists of the following (in thousands): December 31, 2023 2022 Accounts receivable $ 107,877 $ 51,061 Less: allowance for credit losses ( 759 ) ( 486 ) Accounts receivable, net $ 107,118 $ 50,575 5. Inventory Inventory, net consists of the following (in thousands): December 31, 2023 2022 Raw materials $ 57,608 $ 73,970 Work in process 1,111 1,023 Finished goods 654 785 Allowance for obsolete or slow-moving inventory ( 6,569 ) ( 2,924 ) Inventory, net $ 52,804 $ 72,854 The following table presents the change in the allowance for obsolete or slow-moving inventory balances (in thousands): F-22 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements December 31, 2023 2022 Allowance balance, beginning of year $ ( 2,924 ) $ ( 897 ) Provision ( 5,041 ) ( 2,073 ) Write offs 1,396 46 Allowance balance, end of year $ ( 6,569 ) $ ( 2,924 ) 6. Property, Plant and Equipment Property, plant, and equipment, net consists of the following (in thousands): Estimated Useful Lives (Years) December 31, 2023 2022 Land N/A $ 840 $ 840 Building and land improvements 5 - 40 13,134 9,031 Machinery and equipment 3 - 5 17,528 12,371 Furniture and fixtures 3 - 7 2,766 1,787 Vehicles 5 125 125 34,393 24,154 Less: accumulated depreciation ( 9,557 ) ( 7,284 ) Property, plant and equipment, net $ 24,836 $ 16,870 Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ 2.6 million, $ 1.9 million and $ 1.7 million, respectively. During the years ended December 31, 2023, 2022 and 2021, $ 2.0 million, $ 1.5 million and $ 1.5 million, respectively, of depreciation expense was allocated to cost of revenue and $ 0.6 million, $ 0.4 million and $ 0.2 million, respectively, of depreciation expense was allocated to operating expenses. 7. Goodwill and Other Intangible Assets Goodwill As of December 31, 2023 and 2022, goodwill totaled $ 69.9 million. Changes in the carrying amount of goodwill during the years ended December 31, 2023 and 2022 are shown below (in thousands): Goodwill Balance at December 31, 2021 $ 69,436 Adjustments related to finalization of working capital in the acquisition of ConnectPV 505 Balance at December 31, 2022 69,941 Adjustments — Balance at December 31, 2023 $ 69,941 F-23 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements Other Intangible Assets Other intangible assets, net consisted of the following (in thousands): Estimated Useful Lives (Years) December 31, 2023 2022 Amortizable: Costs: Customer relationships 13 $ 53,100 $ 53,100 Developed technology 13 34,600 34,600 Trade names 13 11,900 11,900 Backlog 1 600 600 Noncompete agreements 5 2,000 2,000 Total amortizable intangibles 102,200 102,200 Accumulated amortization: Customer relationships 27,135 22,925 Developed technology 17,522 14,860 Trade names 6,275 5,230 Backlog 600 600 Noncompete agreements 2,000 2,000 Total accumulated amortization 53,532 45,615 Total other intangible assets, net $ 48,668 $ 56,585 Amortization expense related to intangible assets amounted to $ 7.9 million, $ 8.7 million and $ 8.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated future annual amortization expense for other intangible assets, net are as follows (in thousands): For the Year Ended December 31, Amortization Expense 2024 $ 7,585 2025 7,585 2026 7,585 2027 7,585 2028 7,585 Thereafter 10,743 $ 48,668 F-24 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements 8. Accrued Expenses and Other Accrued expenses and other consists of the following (in thousands): December 31, 2023 2022 Accrued compensation $ 10,796 $ 4,917 Accrued interest 5,934 7,226 Other accrued expenses 6,177 5,179 Total accrued expenses and other $ 22,907 $ 17,322 9 . Warranty Liability General Warranty The Company offers an assurance type warranty for its products against manufacturer defects which does not contain a service element. For these assurance type warranties, a provision for estimated future costs related to warranty expense is recorded when they are probable and reasonably estimable. As of December 31, 2023 and December 31, 2022 our estimated general warranty liability was approximately zero and $ 0.1 million, respectively. The Company recorded total warranty expense related to general warranty matters of $ 0.4 million, $ 0.1 million, and zero for the years ended December 31, 2023, 2022 and 2021, respectively. Wire Insulation Shrinkback Warranty The Company has been notified by certain customers that a subset of wire harnesses used in its EBOS solutions is presenting unacceptable levels of pull back of wire insulation at connection points (“wire insulation shrinkback”). Based upon the Company’s ongoing assessment, the Company currently believes the wire insulation shrinkback is related to defective red wire manufactured by Prysmian Cables and Systems USA, LLC (“Prysmian”). As of December 31, 2023, based on the Company’s continued analysis, which included better visibility into the scope of affected sites and potential solutions, including identification, repair and replacement of harnesses, the Company determined that a potential range of loss was both probable and reasonably estimable and updated its estimate of potential losses from previously provided estimates. Based on the Company’s continued analysis of information available as of the date of this Annual Report, the estimate of potential losses remains unchanged from the estimate provided as of September 30, 2023. As no amount within the current range of loss appears to be a better estimate than any other amount, the Company recorded a warranty liability and related expense representing the low end of the range of potential loss of $ 59.7 million. The high-end of the range of potential loss is $ 184.9 million, which is $ 125.2 million higher than the amount we have recorded. As of December 31, 2023, our recorded warranty liability related to this matter was $ 54.9 million. The estimated range is based on several assumptions, including the potential magnitude of EPC’s labor cost to identify and perform the repair and replacement of impacted harnesses, estimated failure rates, materials replacement cost, planned remediation method, inspection costs, and other various assumptions, and as additional information becomes available, the Company may increase or decrease its estimated warranty liability from its current estimate, and such increase or decrease may be material. The Company does not maintain insurance for product warranty and has commenced a lawsuit against Prysmian, as discussed in more detail under Wire Insulation Shrinkback Litigation section of Note 16 - Commitments and Contingencies. Because the lawsuit against Prysmian is ongoing, potential recovery from Prysmian is not considered probable as defined in ASC 450, and has not been considered in our estimate of the warranty liability as of December 31, 2023. F-25 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements The Company recorded total warranty expense related to this matter of $ 59.2 million, $ 0.5 million, and zero for the years ended December 31, 2023, 2022 and 2021, respectively. Warranty liability, which includes both general warranty and wire insulation shrinkback warranty, consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Warranty liability, beginning of period $ 560 $ 60 $ — Warranty expense 59,556 500 60 Payments ( 5,202 ) — — Warranty liability, end of period 54,914 560 60 Less: current portion 31,099 560 60 Warranty liability, net current portion $ 23,815 $ — $ — 10. Long-Term Debt Long-term debt consists of the following (in thousands): December 31, 2023 2022 Term Loan Facility $ 143,750 $ 195,250 Revolving Credit Facility 40,000 48,000 Less: deferred financing costs ( 2,305 ) ( 4,187 ) Total debt, net of deferred financing costs 181,445 239,063 Less: current portion ( 2,000 ) ( 2,000 ) Long-term debt, net current portion $ 179,445 $ 237,063 The aggregate amounts of principal maturities on the Company’s long-term debt is as follows (in thousands): For the Year Ended December 31, 2024 $ 2,000 2025 2,000 2026 179,750 $ 183,750 Senior Secured Credit Agreement On November 25, 2020 Shoals Holdings LLC, a former subsidiary of the Company, entered into a senior secured credit agreement (as amended, 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”). F-26 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements In December 2020, Shoals Holdings LLC 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. On May 2, 2022, Shoals Holdings LLC 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 Secured Overnight Financing Rate (“SOFR”) as the benchmark rate and amended the financial covenant such that, commencing with September 30, 2022, its Consolidated First Lien Secured Leverage Ratio (as defined in the Senior Secured Credit Agreement) shall not exceed 6.50 :1.00. On December 27, 2023, the Company used proceeds from the Revolving Credit Facility to make a $ 50.0 million voluntary prepayment of outstanding borrowings under the Term Loan Facility. As of December 31, 2023, the outstanding balance of the Term Loan Facility was $ 143.8 million. The balance of the Term Loan Facility is presented in the accompanying consolidated balance sheets net of deferred financing fees of $ 2.3 million and $ 4.2 million as of December 31, 2023 and 2022, respectively. The deferred financing fees are being amortized using the effective interest method. The effective interest rate as of December 31, 2023 and 2022, was 11.05 % and 7.06 %, respectively. As of December 31, 2023, the Revolving Credit Facility balance was $ 40.0 million and the Company had $ 109.7 million of availability under the Revolving Credit Facility. Following the internal reorganization described under “Entity Simplification” in Note 1, on February 7, 2024, Shoals Intermediate Parent became the borrower under the Senior Secured Credit Agreement. Interest Rate The interest rates applicable to the loans under the Term Loan Facility are based on a rate of interest determined by reference to either: (i) a base rate plus an applicable margin equal to 4.75 %, or (ii) a SOFR rate plus an applicable margin equal to, 5.75 %. The interest rates applicable to the loans under the Revolving Credit Facility are based on a rate of interest determined by reference to either (i) a base rate plus an applicable margin equal to 2.25 % or (ii) a SOFR rate plus an applicable margin equal to 3.25 %. As of December 31, 2023, interest rates on the Term Loan Facility was SOFR plus 5.75 %, or 11.28 %, and the Revolving Credit Facility was SOFR plus 3.25 %, or 8.76 %. Guarantees and Security The obligations under the Senior Secured Credit Agreement are guaranteed by Shoals Intermediate Parent’s wholly owned domestic subsidiaries other than certain immaterial subsidiaries and other excluded subsidiaries. The obligations under the Senior Secured Credit Agreement are secured by a first priority security interest in substantially all of Shoals Intermediate Parent’s and the guarantors’ existing and future property and assets, including accounts receivable, inventory, equipment, general intangibles, intellectual property, investment property, other personal property, material owned real property, cash and proceeds of the foregoing. F-27 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements Prepayments and Amortization Loans under the Revolving Credit Facility and Term Loan Facility may be voluntarily prepaid, at Shoals Intermediate Parent’s option, in whole, or in part, in each case without premium or penalty. Notwithstanding anything to the contrary in the preceding paragraph, in the event that, on or after December 30, 2020 but prior to February 28, 2021, Shoals Holdings LLC made any prepayment (including with respect to any acceleration) of any loans under the Term Loan Facility, Shoals Holdings LLC would pay a premium on such prepayments made up to $ 150.0 million of the principal amount of such loans prepaid in an amount equal to 7.50 % multiplied by the principal amount of such loans prepaid, which, if applicable, would be in lieu of any applicable prepayment premium set forth in the Senior Secured Credit Agreement; provided that no amortization payments or mandatory prepayments required under the Senior Secured Credit Agreement would be subject to the prepayment premium set forth in this paragraph. On January 29, 2021, the Company used proceeds from the IPO to repay $ 150.0 million of outstanding borrowings under the Term Loan Facility resulting in a prepayment premium of $ 11.3 million. The Senior Secured Credit Agreement requires mandatory prepayments, but not permanent reductions of commitments thereunder, for excess cash flow, asset sales, subject to a right of reinvestment, and refinancing facilities. The Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00 % per annum of the original principal amount of the loans funded thereunder. There is no scheduled amortization under the Revolving Credit Facility. Restrictive Covenants and Other Matters The Senior Secured Credit Agreement contains affirmative and negative covenants that are customary for financings of this type, including covenants that restrict our 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. The Revolving Credit Facility also includes a Consolidated Leverage Ratio financial covenant that is tested on the last day of each fiscal quarter. To remain in compliance with the financial covenant, Shoals Intermediate Parent shall not permit the Consolidated Leverage Ratio, as of the last day of any quarter, to be greater than 6.50 to 1.00. As of December 31, 2023, the Company was in compliance with all the required covenants. 11. Earnings (Loss) 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/performance 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 interests and, as a result, EPS information is not applicable for reporting periods prior to this date. F-28 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements Consequently, only the net income (loss) allocable to Shoals Technologies Group, Inc. from the period subsequent to January 26, 2021 is included in the net income (loss) attributable to the stockholders of Class A common stock for the period ended December 31, 2021. Basic and diluted EPS of Class A common stock have been computed as follows (in thousands, except per share amounts): Year Ended December 31, 2023 Year Ended December 31, 2022 Period from January 27, 2021 to December 31, 2021 Numerator: Net income (loss) attributable to Shoals Technologies Group, Inc. - basic $ 39,974 $ 127,611 $ ( 327 ) Reallocation of net income attributable to non-controlling interests from the assumed exchange of Class B common stock — 15,402 — Net income (loss) attributable to Shoals Technologies Group, Inc. - diluted $ 39,974 $ 143,013 $ ( 327 ) Denominator: Weighted average shares of Class A common stock outstanding - basic 164,165 114,495 99,269 Effect of dilutive securities: Restricted / performance stock units 339 308 — Class B common stock — 52,828 — Weighted average shares of Class A common stock outstanding - diluted 164,504 167,631 99,269 Earnings (Loss) per share of Class A common stock - basic $ 0.24 $ 1.11 $ ( 0.00 ) Earnings (Loss) per share of Class A common stock - diluted $ 0.24 $ 0.85 $ ( 0.00 ) For the period from January 27, 2021 to December 31, 2021 and the year ended December 31, 2023, the reallocation of net income attributable to non-controlling interest from the assumed exchange of Class B common stock has been excluded along with the dilutive effect of Class B common stock to the weighted average shares of Class A common stock outstanding – dilutive, as they were antidilutive. 12. Equity-Based Compensation 2021 Long-Term Incentive Plan The Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan (the “2021 Incentive Plan”) became effective on January 26, 2021. The 2021 Incentive Plan authorized 8,768,124 new shares, subject to adjustment pursuant to the 2021 Incentive Plan. Restricted Stock Units During the years ended December 31, 2023 and 2022, and for the period from January 27, 2021 to December 31, 2021, the Company granted 413,873 , 727,001 , and 1,701,306 restricted stock units (“RSUs”), respectively, to certain employees, officers and directors of the Company. The RSUs had grant date fair values F-29 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements ranging from $ 14.45 to $ 28.26 , $ 10.42 to $ 25.82 , and $ 21.50 to $ 34.60 , respectively, during the years ended December 31, 2023 and 2022 and for the period from January 27, 2021 to December 31, 2021. The RSUs generally vest ratably over either 3 or 4 years, except for some officer and employee grants for bonuses which immediately vested or vest over 1 year. There were a limited number of awards with immediate vesting. Activity under the 2021 Incentive Plan for RSUs was as follows: Restricted Stock Units Weighted Average Price Outstanding, December 31, 2020 — $ — Granted 1,701,306 $ 27.61 Vested ( 44,724 ) $ 28.60 Forfeited ( 23,738 ) $ 29.46 Outstanding, December 31, 2021 1,632,844 $ 27.55 Granted 727,001 $ 13.78 Vested ( 559,336 ) $ 26.05 Forfeited ( 63,534 ) $ 25.56 Outstanding, December 31, 2022 1,736,975 $ 22.34 Granted 413,873 $ 24.78 Vested ( 887,996 ) $ 21.39 Forfeited ( 91,386 ) $ 23.05 Outstanding, December 31, 2023 1,171,466 $ 23.87 Performance Stock Units During the years ended December 31, 2023 and 2022, the Company granted an aggregate of 205,585 and 256,305 Performance Stock Units (“PSUs”), respectively, to certain executives. The PSUs cliff vest after 3 years upon meeting certain revenue and gross profit targets and contain certain modifiers which could increase or decrease the ultimate number of Class A common stock issued to the executives. The PSUs were valued using the market value of the Class A common stock on the grant date ranging from $ 26.55 to $ 28.26 and $ 10.42 to $ 20.58 , respectively, during the years ended December 31, 2023 and 2022. Activity under the 2021 Incentive Plan for PSUs was as follows: Performance Stock Units Weighted Average Price Outstanding, December 31, 2021 — $ — Granted 256,305 $ 11.89 Vested — $ — Forfeited — $ — Outstanding, December 31, 2022 256,305 $ 11.89 Granted 205,585 $ 27.75 Vested ( 67,101 ) $ 11.86 Forfeited ( 101,323 ) $ 13.08 Outstanding, December 31, 2023 293,466 $ 22.59 F-30 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements During the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 20.9 million, $ 16.1 million, and $ 11.3 million, respectively, in equity-based compensation. As of December 31, 2023, the Company had $ 20.8 million of unrecognized compensation costs which is expected to be recognized over a weighted average period of 1.5 years. 13. Stockholders’ Equity Amendment and Restatement of Certificate of Incorporation As discussed in Note 1 - Organization and Business, 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 (if any shares are outstanding) 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 were 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 were only 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 were transferable only together with an equal number of LLC Interests. Shares of Class B common stock were canceled on a one -for-one basis if the Company, at the election of a Continuing Equity Owner, redeemed or exchanged LLC Interests. As of December 31, 2023, there were no shares of Class B common stock nor LLC Interests outstanding, and no shares of Class B common stock are expected to be issued in the future. Initial Public Offering As discussed in Note 1 - Organization and Business, 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 LLC and 5,234,210 LLC Interests from the founder and Class B unit holder in Shoals Parent LLC at a price per interest equal to the IPO price of the Class A common stock of $ 25.00 per share. Shoals Parent LLC Recapitalization As noted above, in connection with the IPO, the limited liability company agreement of Shoals Parent LLC was amended and restated to, among other things, (i) provide for a new single class of common membership interests in Shoals Parent LLC, 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 LLC. The amendment also required Shoals Parent LLC to maintain, at all times, (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 F-31 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners. At the close of the IPO and through the second quarter of 2023, the Company had a majority economic interest in, was the sole managing member of, had the sole voting power in, and controlled the management of Shoals Parent LLC. On July 1, 2023, the Company contributed 100 % of its LLC Interests to Shoals Intermediate Parent. Following the contribution, Shoals Parent LLC became a disregarded single member limited liability company, eliminating the Company’s Up-C structure. Effective December 31, 2023, Shoals Parent LLC merged with and into Shoals Intermediate Parent with Shoals Intermediate Parent as the surviving corporation. See “Entity Simplification” in Note 1. Acquisition of Former Shoals Equity Owners On January 26, 2021, the Company acquired, by merger, an entity that was a member of Shoals Parent LLC, 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. 14. Non-Controlling Interests As of the first quarter of 2023, the Company owned 100 % of Shoals Parent LLC. The following table summarizes the effects of the changes in ownership in Shoals Parent LLC on equity for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 Year Ended December 31, 2022 Period from January 27, 2021 to December 31, 2021 Net income attributable to non-controlling interests $ 2,687 $ 15,402 $ 1,596 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 equity-based compensation plan 687 5,422 3,618 Decrease from tax distributions to non-controlling interests ( 2,628 ) ( 7,762 ) ( 4,837 ) Reallocation of non-controlling interests ( 10,361 ) 6,604 7,240 Change from net income attributable to non-controlling interests and transfers to non-controlling interests $ ( 9,615 ) $ 19,666 $ ( 10,051 ) Issuance of Additional LLC Interests Under the LLC Agreement, the Company was required to cause Shoals Parent LLC to issue additional LLC Interests to the Company when the Company issued 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 contributed to Shoals Parent LLC net proceeds and property, if any, received by the Company with F-32 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements respect to the issuance of such additional shares of Class A common stock. The Company caused Shoals Parent LLC 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 was equal to the number of outstanding shares of Class A common stock. During the years ended December 31, 2023, 2022 and 2021, the Company caused Shoals Parent LLC to issue to the Company a total of 601,518 , 480,116 and 40,665 LLC Interests, respectively, for the vesting of awards granted under the 2021 Long-Term Incentive Plan. On July 1, 2023, the Company contributed 100 % of its LLC Interests in Shoals Parent LLC to its wholly-owned subsidiary, Shoals Intermediate. Following the contribution, Shoals Parent LLC became a disregarded single member limited liability company, eliminating the Up-C structure. Effective December 31, 2023, Shoals Parent LLC merged with and into Shoals Intermediate Parent with Shoals Intermediate Parent as the surviving corporation. See “Entity Simplification” in Note 1. Distributions for Taxes As a limited liability company (treated as a partnership for income tax purposes), Shoals Parent LLC did not incur significant federal, state or local income taxes, as these taxes were primarily the obligations of its members. As authorized by the LLC Agreement, Shoals Parent LLC was required to distribute cash, to the extent that Shoals Parent LLC had 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 LLC taxable earnings. Shoals Parent LLC made 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. During the years ended December 31, 2023, 2022 and 2021, tax distributions to non-controlling LLC Interests holders were $ 2.6 million, $ 7.8 million and $ 4.8 million, respectively. Other Distributions Pursuant to the LLC Agreement, the Company had the right to determine when distributions would be made to LLC members and the amount of any such distributions. If the Company authorized a distribution, such distribution was made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC units. 15. Leases Effective January 1, 2022, 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 consolidated statements of operations and had no impact on the consolidated statements of cash flows. The following table summarizes the balances as it relates to leases at the end of the period (in thousands): F-33 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements December 31, Location on the Consolidated Balance Sheets 2023 2022 Right-of-use asset Other assets $ 2,871 $ 4,060 Lease liability, current portion Accrued expenses and other $ 1,140 $ 1,162 Lease liability, net current portion Other long-term liabilities 2,116 3,256 Total lease liability $ 3,256 $ 4,418 The Company determines if an arrangement is a lease at its inception. Operating lease right-of-use (“ROU”) assets and lease 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 ROU assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued expenses and other or other long-term liabilities in the 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): Year Ended December 31, 2023 2022 Operating lease expense $ 1,189 $ 1,126 Variable lease expense 168 142 Short-term lease expense 61 177 Total lease expense $ 1,418 $ 1,445 The following table presents the maturities of lease liabilities as of December 31, 2023 (in thousands): For the Year Ended December 31, Operating Leases 2024 $ 1,261 2025 958 2026 950 2027 325 Total lease payments 3,494 Less: Imputed lease interest ( 238 ) Total lease liabilities $ 3,256 F-34 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements The Company’s weighted average remaining lease-term and weighted average discount rate are as follows: Year Ended December 31, 2023 2022 Weighted average remaining lease-term 3.0 years 3.9 years Weighted average discount rate 4.5 % 4.5 % Supplemental cash flow and other information related to operating leases are as follows (in thousands): Year Ended December 31, 2023 2022 Operating cash flows from operating leases $ 1,566 $ 1,295 Non-cash investing activities: Lease liabilities arising from obtaining right-of-use assets $ — $ 5,229 16. 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, except as disclosed below, the amount of losses or gains 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. The Company records legal costs associated with loss contingencies as incurred. Intellectual Property Litigation On May 4, 2023, the Company filed a patent infringement complaint with the U.S. International Trade Commission (“ITC”) against Hikam America, Inc., a corporation based in Chula Vista, California, and its related foreign entities (together, “Hikam”), and Voltage LLC, a limited liability company based in Chapel Hill, North Carolina, and a related foreign entity (together, “Voltage”). The complaint primarily requests that the ITC (i) investigate unlawful imports of certain photovoltaic connectors and components that the Company alleges infringe on two valid and enforceable patents owned by the Company related to improved connectors for solar panel arrays and (ii) issue a limited exclusion order and a cease and desist order against the Hikam respondents and the Voltage respondents to bar them from importing, marketing, distributing, selling, offering for sale, licensing, advertising, transferring, or otherwise using the infringing photovoltaic connectors and components in and into the United States. On July 19, 2023, the Company filed an amended complaint with the ITC, adding allegations that Voltage also infringes a third, recently-issued patent owned by the Company. Also on May 4, 2023, the Company filed complaints against Hikam in the U.S. District Court for the Southern District of California, and against Voltage in the U.S. District Court for the Middle District of North Carolina on the same subject matter. On June 28, 2023, the Company filed an amended complaint in the District Court action against Voltage alleging that they also infringe on a third, recently-issued patent owned by the Company. These complaints seek injunctive relief and damages for reasonable royalty and lost profits. The District Court actions have been stayed pending the final disposition of the ITC investigation. The Administrative Law Judge issued a Claim Construction Ruling on February 21, 2024. As a result of the Claim Construction Ruling, in order to streamline the case and focus our limited time during the evidentiary hearing and as recommended by the ITC's Investigative Attorney to preserve public resources, the Company filed an unopposed motion on February F-35 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements 26, 2024, and such motion was granted on February 28, 2024, to remove one of the three asserted patents covering duplicative subject matter against Voltage. An evidentiary hearing in the ITC investigation has been scheduled for March 18 through 22, 2024. The ITC has set a target date for completion of the investigation of November 12, 2024. The Company intends to vigorously pursue these actions. However, at this stage, the Company is unable to predict the outcome or impact on its business and financial results. The Company is accounting for this matter as a gain contingency, and will record any such gain in future periods if and when the contingency is resolved, in accordance with ASC 450 Contingencies. Wire Insulation Shrinkback Litigation On October 31, 2023, the Company filed a complaint in the U.S. District Court for the Middle District of Tennessee, Nashville Division, against Prysmian. The complaint alleges damages caused by defective red wire Prysmian sold the Company between 2020 through approximately 2022. The defective red wire has presented unacceptable levels of wire insulation shrinkback. The complaint includes, among other causes of action, product liability, breach of contract, breach of warranty, indemnity, and negligence claims. The Company seeks compensatory and punitive damages, recovery of all costs and expenses incurred by the Company in connection with the identification, repair and replacement of the defective wire, and other legal and equitable relief. The Company intends to vigorously pursue this action, and as the Company continues to assess this matter, it may, from time to time, amend, update or supplement the complaint to, among other things, increase the damages sought for various purposes, including in accordance with increases to the Company’s estimated warranty liability and related expenses related to this matter. At this stage, the Company is unable to predict the outcome of this litigation or the impact on its business and financial results. The Company is accounting for this matter as a gain contingency, and will record any such gain in future periods if and when the contingency is resolved, in accordance with ASC 450 Contingencies. 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 December 31, 2023, the maximum potential payment obligation with regard to surety bonds was $ 27.6 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 years ended December 31, 2023, 2022 and 2021, the Company made matching contributions totaling $ 0.5 million, $ 0.3 million and $ 0.2 million, respectively. 17. Income Taxes The components of income before income taxes are as follows (in thousands): F-36 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements Year Ended December 31, 2023 2022 2021 Domestic $ 54,935 $ 152,000 $ 4,030 Foreign — — — Income before income taxes $ 54,935 $ 152,000 $ 4,030 The components of income tax expense are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current income taxes: Federal $ — $ — $ — State 915 554 631 Foreign — — — Total current income taxes 915 554 631 Deferred income taxes: Federal 10,146 13,639 397 State 1,188 ( 5,233 ) ( 1,873 ) Foreign — — — Total deferred income taxes 11,334 8,406 ( 1,476 ) Other tax expense 25 27 931 Income tax expense $ 12,274 $ 8,987 $ 86 The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax expense are summarized as follows (in thousands): Year Ended December 31, 2023 2022 2021 U.S. federal income taxes at statutory rate $ 11,537 $ 31,920 $ 846 State and local income tax, net of federal benefit 1,811 4,786 ( 1,380 ) Permanent tax adjustments 101 ( 6 ) 356 Equity-based compensation 447 685 ( 14 ) Non-deductible officers' compensation 968 397 — Pre-IPO income — — ( 562 ) Non-controlling interests ( 564 ) ( 3,289 ) ( 342 ) Termination of TRA — ( 15,905 ) 349 Termination of Up-C structure ( 2,347 ) — — Remeasurement of deferred taxes — ( 6,775 ) ( 1,939 ) Change in valuation allowance 988 ( 1,983 ) 1,983 Other ( 667 ) ( 843 ) 789 Income tax expense $ 12,274 $ 8,987 $ 86 F-37 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements The components of the deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets: Investment in Shoals Parent $ — $ 284,729 Inventory, net 1,677 — Property, plant & equipment, net 709 — Goodwill 450,830 — Accrued expenses and other 2,310 — Warranty liability 12,824 — Net operating loss 5,380 4,626 Equity-based compensation 2,869 2,030 Other 4,090 249 Total deferred tax assets 480,689 291,634 Less valuation allowance ( 988 ) — Total deferred tax assets, net 479,701 291,634 Deferred tax liabilities: Other intangible assets, net ( 10,636 ) — Other ( 870 ) — Total deferred tax liabilities ( 11,506 ) — Net deferred tax asset $ 468,195 $ 291,634 During the year ended December 31, 2023, the Company acquired the remaining non-controlling interest in Shoals Parent LLC and contributed 100 % of its interest to its wholly-owned subsidiary Shoals Intermediate Parent, thereby eliminating the Company’s Up-C structure. As a result of the contribution, Shoals Parent LLC ceased to be treated as a partnership for U.S. federal income tax purposes and became a single-member disregarded entity. Accordingly, the Company converted its outside basis differences in its investment in Shoals Parent LLC and remeasured its deferred taxes using the inside basis differences of Shoals Parent LLC’s assets and liabilities. The conversion from outside to inside basis differences resulted in a net deferred tax benefit of approximately $ 5.1 million, which has been recorded in the accompanying consolidated statement of operations. As of December 31, 2023, the Company has $ 23.7 million and $ 7.3 million federal and state net operating loss carryforwards, respectively. If not utilized, $ 23.7 million of the federal net operating loss can be carried forward indefinitely. If not utilized, $ 1.7 million of the state net operating loss can be carried forward indefinitely and $ 5.6 million will expire between 2036-2043. At December 31, 2023, the Company determined that a valuation allowance related to land and other non-amortizable intangibles in the amount of $ 1.0 million was required, as it is not more-likely than not that these deferred tax assets would be realized. In August 2022, the U.S. President signed into law the Inflation Reduction Act of 2022 (the “IRA”), which revised U.S. tax law by, among other things, including a new corporate alternative minimum tax (the “CAMT”) of 15% on certain large corporations, imposing a 1% excise tax on stock buybacks, and providing incentives to address climate change, including the introduction of advanced manufacturing production tax credits. The provisions of the IRA are generally effective for tax years beginning after 2022. Given the complexities of the IRA, including recently issued guidance from the Internal Revenue Service and regulations from the U.S. F-38 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements Treasury Department, we will continue to monitor these developments and evaluate the potential future impact to our results of operations. As of December 31, 2023 and 2022, the Company has recorded $ 1.0 million of gross unrecognized tax benefits inclusive of interest and penalties, all of which, if recognized, would favorably impact the effective tax rate. We do not expect a significant change in our uncertain tax benefits in the next twelve months. 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. We are generally subject to tax examinations by U.S. federal and state tax authorities for years beginning after 2019 and 2018, respectively. 18. Payable Pursuant to the Tax Receivable Agreement The Company had a TRA with the Founder, a “related party,” and a former equity owner of Shoals Investment CTB (the “TRA Owners”) that provided 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 realized or was 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 LLC 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 were obligations of the Company and not of Shoals Parent LLC. 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 was 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 LLC as a result of the purchases or exchanges, and had the Company not entered into the TRA. 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 monitored changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company was subject to tax. On November 29, 2022, the Company entered into an amendment to the TRA (the “TRA Amendment”), dated as of January 29, 2021, pursuant to which the parties thereto agreed to grant the Company a right to terminate the TRA until December 31, 2022 (the “TRA Termination Right”) in exchange for a termination consideration of $ 58.0 million, payable in cash. The Company reassessed the liability related to the payable pursuant to the TRA at the TRA Amendment date and concluded it was probable that the expected payments related to the payable pursuant to the TRA had changed. As a result of this change, the Company remeasured the payable pursuant to the TRA to $ 58.0 million on the TRA Amendment date, resulting in a gain on the termination of the TRA of $ 110.9 million. As part of the evaluation to determine if the gain should be recognized as income in the consolidated statement of operations or a stockholder contribution the Company concluded the termination of the TRA was negotiated in an arm’s length transaction with the majority owner of the TRA, a third party, and both the third party and the related party received the same value based upon ownership percentage, and therefore, the gain should be recorded in the consolidated statement of operations. The Company exercised its TRA Termination Right, and the TRA was terminated on December 6, 2022. F-39 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements The following table reflects the changes to the Company’s payable pursuant to the TRA (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ — $ 156,374 $ — Additions to TRA: Exchange of LLC Interests for Class A common stock — 7,761 140,293 Merger of Shoals investment CTB — — 14,418 Adjustment for change in estimated effective income tax rate — 6,675 1,663 Adjustment related to TRA termination — ( 112,810 ) — Early termination payment of TRA — ( 58,000 ) — Payable pursuant to TRA $ — $ — $ 156,374 19. Revenue Recognition Disaggregation of revenue Based on Topic 606 provisions, the Company disaggregates its revenue from contracts with customers based on product type. Revenue by product type is disaggregated 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 components. The following table presents the Company’s revenue disaggregated by product type (in thousands): Year Ended December 31, 2023 2022 2021 System solutions $ 398,384 $ 254,415 $ 155,818 Components 90,555 72,525 57,394 Total revenue $ 488,939 $ 326,940 $ 213,212 Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, retainage, and deferred revenue on the consolidated balance sheets, recorded on a contract-by-contract basis at the end of each reporting period. The Company’s contract balances consist of the following (in thousands): December 31, Location on the Consolidated Balance Sheets 2023 2022 Billed accounts receivable Accounts receivable, net $ 102,232 $ 48,571 Retainage Accounts receivable, net $ 4,886 $ 2,004 Unbilled receivables Unbilled receivables $ 40,136 $ 16,713 Deferred revenue Deferred revenue $ 22,228 $ 23,259 F-40 Table of Contents Shoals Technologies Group, Inc. Notes to Consolidated Financial Statements The majority of the Company’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. Billing sometimes occurs subsequent to revenue recognition, resulting in unbilled receivables. The changes in unbilled receivables relate to fluctuations in the timing of billings for the Company’s revenue recognized over-time. As of December 31, 2021, billed accounts receivable and unbilled receivables were $ 26.7 million and $ 13.5 million, respectively. Certain contracts contain retainage provisions. Retainage represents a contract asset for the portion of the contract price earned by the Company for work performed but held for payment by the customer as a form of security until the Company obtains specified milestones. The Company typically bills retainage amounts as work is performed. Retainage provisions are not considered a significant financing component because they are intended to protect the customer in the event that some or all of the obligations under the contract are not completed. The changes in retainage relate to fluctuations in the timing of retainage billings and achievement of specified milestones. As of December 31, 2021, retainage was $ 4.8 million. The Company also receives deferred revenue in the form of customer deposits. The customer deposits are short term as the related performance obligations are typically fulfilled within 12 months. The changes in deferred revenue relate to fluctuations in the timing of customer deposits and completion of performance obligations. During the year ended December 31, 2023, $ 22.1 million, or 95 % of deferred revenue recorded as of December 31, 2022, was recognized in revenue. During the year ended December 31, 2022, $ 1.8 million, or 100 % of deferred revenue recorded as of December 31, 2021, was recognized in revenue. 20. Related Party Transactions Our Founder was a party to the TRA and received approximately 45 % of the TRA Termination Consideration. See Note 18 - Payable Pursuant to the Tax Receivable Agreement. As part of the LLC Agreement we were required to pay tax distributions to the non-controlling interest holders, some of which were considered related parties at the time of distribution. See Note 14 - Non-Controlling Interests. 21. Subsequent Events Prepayment of Term Loan Facility On January 19, 2024, the Company used proceeds from the Revolving Credit Facility to make a $ 100.0 million voluntary prepayment of outstanding borrowings under the Term Loan Facility. Execution of Operating Lease Agreement O n February 7, 2024 the Company entered into a lease agreement. The commencement date of the lease is February 7, 2024 and the rent commencement date is the earlier of (i) the date upon which a certificate of occupancy is issued to the tenant, or (ii) August 1, 2024. Under the terms of the lease agreement, the lease term is 140 months from the rent commencement date, with the right to extend the lease term for up to 3 periods of 5 years each. Annualized rent during the first 12 months following the rent commencement date is $ 4.9 million, with annual escalators throughout the remaining lease term. F-41