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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 13, 2024

 

TIGO ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40710   83-3583873
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

655 Campbell Technology Parkway, Suite 150

Campbell, California

  95008
(Address of principal executive offices)   (Zip Code)

 

(408) 402-0802

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   TYGO   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company ☒

 

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

 

 

 


 

Item 2.02. Results of Operations and Financial Condition.

 

On February 13, 2024, Tigo Energy, Inc. (the “Company”) reported its earnings for its fourth fiscal quarter and full year ended December 31, 2023. A copy of the Company’s press release containing this information is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

The Company is making reference to non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  Description
99.1   Press Release of Tigo Energy, Inc., dated February 13, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 13, 2024

 

  TIGO ENERGY, INC.
   
  By: /s/ Bill Roeschlein
  Name:  Bill Roeschlein
  Title: Chief Financial Officer

 

 

2

 

EX-99.1 2 ea193583ex99-1_tigoenergy.htm PRESS RELEASE OF TIGO ENERGY, INC., DATED FEBRUARY 13, 2024

Exhibit 99.1

 

 

 

Tigo Energy Reports Fourth Quarter and Full Year 2023 Financial Results

 

Fourth Quarter and Full Year 2023 Revenue Totaled $9.2 Million and $145.2 Million, Respectively

 

CAMPBELL, Calif. – February 13, 2024 – Tigo Energy, Inc. ("Tigo", or the "Company") (NASDAQ: TYGO), a leading provider of intelligent solar and energy storage solutions, today reported unaudited financial results for the fourth quarter and full year ended December 31, 2023 and financial guidance for the first quarter ending March 31, 2024.

 

Recent Financial and Operational Highlights

 

Revenue for the full year 2023 of $145.2 million, up 78.6% compared to $81.3 million in the full year 2022.

 

Gross profit for the full year 2023 of $51.3 million, or 35.3% of revenues, up 107.1% compared to $24.8 million, or 30.5% of revenues, in the full year 2022.

 

On a GAAP basis, net loss for the full year 2023 of $1.0 million, compared to a net loss of $7.0 million in the full year 2022. On a non-GAAP basis, adjusted EBITDA for the full year 2023 of $1.0 million, compared to adjusted EBITDA of $2.5 million in the full year 2022.

 

Deployed our 10 millionth Tigo TS4 device. Tigo TS4 products ensure that installers have the flexibility to deploy the industry’s highest-wattage solar modules to offer the most energy production per available rooftop space.

 

Expanded the GO ESS product line, formerly referred to as the Tigo EI Solution, which provides intuitive and flexible energy solutions that are optimized to work together. This includes the Tigo GO EV Charger launched in the German market in January 2024.

 

Expanded the Predict+ software platform to include improved profit analysis modules, advanced algorithms for production and load forecasting, and a new billing module for IPP and virtual suppliers.

 

Announced CPV Retail Energy and EDF Renewables Israel as new Tigo Predict+ customers, increasing annual recurring revenue to $0.8 million.

 

Welcomed GoodWe, SolaX Power, and Intercraft Solar as new licensees for Tigo’s rapid shutdown technology.

 

Unveiled the Tigo Green Glove service program for commercial and industrial solar installers. This program enhances the installer experience and drives quality across the solar value chain.

 

Management Commentary

 

“2023 was a transformational year for Tigo,” said Zvi Alon, Chairman and CEO of Tigo. “Our business grew significantly across several areas this year, even as our team managed ongoing marketplace weakness driven by order pushouts and cancellations through the second half of 2023. Notably, we drove a 78.6% total revenue increase to $145.2 million for the full year, deployed our 10 millionth Tigo TS4 device, and expanded our product portfolio. Also, our continued efforts in international markets helped us to substantially increase our EMEA and APAC revenues, both important areas of focus moving forward as well.

 


 

 

 

“Furthermore, our GO ESS product line grew steadily last year to represent approximately 9.2% of our total revenues and continues to show signs of progress this year,” Alon continued. “Finally, within our EI Software Platform, as previously announced, we acquired the Predict+ software solution in January 2023, a new and strategic addition to Tigo. Predict+ is an AI-based software solution that provides customers with the ability to accurately predict energy production and consumption. Predict+ demonstrated significant growth in 2023 with over 300 GWh of energy consumption management and all contracts for Predict+ are multi-year.

 

“As we stated last quarter, we believe the ongoing inventory digestion cycle will be substantially complete by the end of the current quarter and that we are solidly positioned to expand our market share as the industry upturn emerges.”

 

Fourth Quarter 2023 Financial Results

 

Results compare the 2023 fiscal fourth quarter ended December 31, 2023 to the 2022 fiscal fourth quarter ended December 31, 2022, unless otherwise indicated.

 

Revenue for the fourth quarter 2023 totaled $9.2 million, a 70.1% decrease from $30.9 million in the prior year comparable period.

 

Gross profit for the fourth quarter 2023 totaled $2.9 million, or 31.1% of total revenue, a 71.1% decrease from $10.0 million, or 32.2% of total revenue, in the prior year comparable period.

 

Total operating expenses for the fourth quarter 2023 totaled $16.4 million, a 110.2% increase from $7.8 million in the prior year comparable period.

 

Net loss for the fourth quarter 2023 totaled $14.8 million, compared to net income of $0.9 million for the prior year comparable period.

 

Adjusted EBITDA loss totaled $11.6 million for the fourth quarter 2023, compared to adjusted EBITDA of $2.7 million for the prior year comparable period.

 

Full Year 2023 Financial Results

 

Results compare the 2023 fiscal full year ended December 31, 2023 to the 2022 fiscal full year ended December 31, 2022, unless otherwise indicated.

 

Revenue totaled $145.2 million, a 78.6% increase from $81.3 million in the prior year comparable period.

 

Gross profit totaled $51.3 million, or 35.3% of total revenue, a 107.1% increase from $24.8 million, or 30.5% of total revenue, in the prior year comparable period.

 

Total operating expenses totaled $59.6 million, a 132.1% increase from $25.7 million in the prior year comparable period.

 

Net loss totaled $1.0 million, compared to a net loss of $7.0 million for the prior year comparable period. Net loss includes the mark-to-market benefit of $12.2 million related to the conversion feature of the convertible note.

 

Adjusted EBITDA totaled $1.0 million, compared to an adjusted EBITDA of $2.5 million for the prior year comparable period.

 

Cash, cash equivalents, and marketable securities totaled $33.2 million at December 31, 2023.

 

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First Quarter 2024 Outlook

 

The Company also provides guidance for the first quarter ending March 31, 2024 as follows:

 

Revenues are expected to be within the range of $9 million to $14 million.

 

Adjusted EBITDA loss is expected to be within the range of $8 million to $12 million.

 

Actual results may differ materially from the Company’s guidance as a result of, among other things, the factors described below under “Forward-Looking Statements”.

 

Conference Call

 

Tigo management will hold a conference call today, February 13, 2024, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss these results. Company CEO Zvi Alon and CFO Bill Roeschlein will host the call, followed by a question-and-answer period.

 

Registration Link: Click here to register

 

Please register online at least 10 minutes prior to the start time. If you have any difficulty with registration or connecting to the conference call, please contact Gateway Group at (949) 574-3860.

 

The conference call will be broadcast live and available for replay here and via the Investor Relations section of Tigo’s website.

 

About Tigo Energy, Inc.

 

Founded in 2007, Tigo is a worldwide leader in the development and manufacture of smart hardware and software solutions that enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. Tigo combines its Flex MLPE (Module Level Power Electronics) and solar optimizer technology with intelligent, cloud-based software capabilities for advanced energy monitoring and control. Tigo MLPE products maximize performance, enable real-time energy monitoring, and provide code-required rapid shutdown at the module level. The Company also develops and manufactures products such as inverters and battery storage systems for the residential solar-plus-storage market. For more information, please visit www.tigoenergy.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about current and future inventory levels and its impact on future financial results, statements about our ability to penetrate new markets and expand our market share, including expansion in international markets, our continued expansion of and investments in our product portfolio, and future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “expected”, “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of Tigo’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

 

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In addition to factors previously disclosed, or that will be disclosed in, our reports filed with the SEC, factors which may cause actual results to differ materially from current expectations include, but are not limited to, our ability to effectively develop and sell our product offerings and services, our ability to compete in the highly-competitive and evolving solar industry; our ability to manage risks associated with seasonal trends and the cyclical nature of the solar industry; whether we continue to grow our customer base; whether we continue to develop new products and innovations to meet constantly evolving customer demands; the timing and level of demand for our solar energy solutions; changes in government subsidies and economic incentives for solar energy solutions; our ability to acquire or make investments in other businesses, patents, technologies, products or services to grow the business and realize the anticipated benefits therefrom; our ability to meet future liquidity requirements; our ability to respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets into which we expand or otherwise operate in; our failure to attract, hire retain and train highly qualified personnel in the future; and if we are unable to maintain key strategic relationships with our partners and distributors.

 

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the forward-looking statements contained herein are reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of new information, future developments or otherwise occurring after the date of this communication.

 

Non-GAAP Financial Measures

 

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measure: adjusted EBITDA. The presentation of this financial measure is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

 

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We use adjusted EBITDA for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We define adjusted EBITDA, a non-GAAP financial measure, as earnings (loss) before interest and other expenses, net, income tax expense (benefit), depreciation and amortization, as adjusted to exclude stock-based compensation and merger transaction related expenses. We believe that adjusted EBITDA provides helpful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to adjusted EBITDA in assessing our performance and when planning, forecasting, and analyzing future periods. Adjusted EBITDA also facilitates management’s internal comparisons to our historical performance and comparisons to our competitors’ operating results. We believe adjusted EBITDA is useful to investors both because it (i) allows for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (ii) is used by our institutional investors and the analyst community to help them analyze the health of our business.

 

The items excluded from adjusted EBITDA may have a material impact on our financial results. Certain of those items are non-recurring, while others are non-cash in nature. Accordingly, adjusted EBITDA is presented as supplemental disclosure and should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP.

 

There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with GAAP.

 

We refer investors to the reconciliation adjusted EBITDA to net income (loss) included below. A reconciliation for adjusted EBITDA provided as guidance is not provided because, as a forward-looking statement, such reconciliation is not available without unreasonable effort due to the high variability, complexity, and difficulty of estimating certain items such as charges to stock-based compensation expense and currency fluctuations which could have an impact on our consolidated results.

 

Investor Relations Contacts


Matt Glover or Tom Colton
Gateway Group, Inc.
(949) 574-3860
TYGO@gateway-grp.com

 

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Tigo Energy, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

    December 31,
2023
    December 31,
2022
 
ASSETS
Current assets:            
Cash and cash equivalents   $ 4,405     $ 36,194  
Restricted cash           1,523  
Marketable securities, short-term     26,806        
Accounts receivable, net     6,862       15,816  
Inventory, net     61,401       24,915  
Deferred issuance costs           2,221  
Notes receivable           456  
Prepaid expenses and other current assets     5,236       3,967  
Total current assets     104,710       85,092  
Property and equipment, net     3,458       1,652  
Operating right-of-use assets     2,503       1,252  
Marketable securities, long-term     1,977        
Intangible assets, net     2,192        
Deferred tax assets     21        
Other assets     707       82  
Goodwill     12,209        
Total assets   $ 127,777     $ 88,078  
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)                
Current liabilities:                
Accounts payable   $ 15,685     $ 23,286  
Accrued expenses and other current liabilities     8,681       4,382  
Deferred revenue, current portion     335       950  
Warranty liability, current portion     526       392  
Operating lease liabilities, current portion     1,192       578  
Current maturities of long-term debt           10,000  
Total current liabilities     26,419       39,588  
Warranty liability, net of current portion     5,106       3,959  
Deferred revenue, net of current portion     466       172  
Long-term debt, net of current maturities and unamortized debt issuance costs     31,570       10,642  
Operating lease liabilities, net of current portion     1,392       762  
Preferred stock warrant liability           1,507  
Total liabilities     64,953       56,630  
Convertible preferred stock           87,140  
Stockholders’ equity (deficit):                
Common stock     6       1  
Additional paid-in capital     138,657       6,522  
Accumulated deficit     (75,780 )     (62,215 )
Accumulated other comprehensive income     (59 )      
Total stockholders’ equity (deficit)     62,824       (55,692 )
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)   $ 127,777     $ 88,078  

 

6


 

 

 

Tigo Energy, Inc.

Condensed Consolidated Statement of Operations

(in thousands, except per share data)

(unaudited)

 

    Three Months Ended
December 31,
    Year Ended December 31,  
    2023     2022     2023     2022  
Net revenue   $ 9,245     $ 30,941     $ 145,233     $ 81,323  
Cost of revenue     6,369       20,973       93,924       56,552  
Gross profit     2,876       9,968       51,309       24,771  
Operating expenses:                                
Research and development     2,433       1,206       9,496       5,682  
Sales and marketing     5,745       3,605       21,281       10,953  
General and administrative     8,240       2,998       28,807       9,032  
Total operating expenses     16,418       7,809       59,584       25,667  
(Loss) income from operations     (13,542 )     2,159       (8,275 )     (896 )
Other (income) expenses:                                
Change in fair value of preferred stock warrant and contingent shares liability     (1,252 )     1,057       (1,109 )     1,020  
Change in fair value of derivative liability                 (12,247 )      
Loss on debt extinguishment                 171       3,613  
Interest expense     2,875       253       8,115       1,494  
Other income, net     (500 )     (125 )     (2,359 )     (57 )
Total other expenses (income), net     1,123       1,185       (7,429 )     6,070  
(Loss) income before income tax expense     (14,665 )     974       (846 )     (6,966 )
Income tax expense     109       71       138       71  
Net (loss) income     (14,774 )     903       (984 )     (7,037 )
Dividends on Series D and Series E convertible preferred stock           (2,102 )     (3,399 )     (6,344 )
Net loss attributable to common stockholders   $ (14,774 )   $ (1,199 )   $ (4,383 )   $ (13,381 )
                                 
Loss per common share                                
Basic   $ (0.25 )   $ (0.23 )   $ (0.08 )   $ (2.71 )
Diluted   $ (0.25 )   $ (0.23 )   $ (0.14 )   $ (2.71 )
Weighted-average common shares outstanding                                
Basic     58,749,524       5,203,886       38,048,516       4,940,562  
Diluted     58,749,524       5,203,886       43,223,134       4,940,562  

 

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Tigo Energy, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

    Year Ended December 31,  
    2023     2022  
Cash Flows from Operating activities:            
Net loss   $ (984 )   $ (7,037 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization     1,106       562  
Reserve for inventory obsolescence     713       123  
Change in fair value of preferred stock warrant and contingent shares liability     (1,109 )     1,020  
Change in fair value of derivative liability     (12,247 )      
Deferred tax benefit     (21 )      
Non-cash interest expense     5,473       256  
Stock-based compensation     3,808       813  
Allowance for credit losses     3,870       596  
Loss on debt extinguishment     171       3,613  
Non-cash lease expense     996       535  
Forgiveness of recourse promissory note and accrued interest           117  
Accretion of interest on marketable securities     (508 )      
Loss on disposal of property and equipment     17        
Changes in operating assets and liabilities:                
Accounts receivable     5,201       (12,533 )
Inventory     (37,199 )     (14,969 )
Prepaid expenses and other assets     (1,272 )     (2,459 )
Accounts payable     (8,577 )     10,890  
Accrued expenses and other liabilities     3,383       952  
Deferred revenue     (321 )     673
Warranty liability     1,281       958  
Deferred rent           (135 )
Operating lease liabilities     (1,003 )     (447 )
Net cash used in operating activities   $ (37,222 )   $ (16,472 )
Investing activities:                
Purchase of marketable securities     (53,483 )      
Cash invested in note receivable           (456 )
Acquisition of fSight     (16 )      
Purchase of intangible assets     (450 )      
Purchase of property and equipment     (2,114 )     (1,147 )
Sales and maturities of marketable securities     25,149        
Net cash used in investing activities   $ (30,914 )   $ (1,603 )
Financing activities:                
Proceeds from Convertible Promissory Note     50,000       25,000  
Repayment of Series 2022-1 Notes     (20,833 )     (4,165 )
Repayment of Senior Bonds           (10,000 )
Payment of financing costs     (358 )     (3,473 )
Proceeds from sale of Series E convertible preferred stock           40,978  
Proceeds from Business Combination     2,238        
Proceeds from exercise of stock options     215       325  
Payment of tax withholdings on stock options     (91 )      
Payment of issuance costs           (139 )
Payment of issuance costs related to the sale of Series E convertible preferred stock           (208 )
Proceeds from common stock warrant redemption, net of issuance costs and payments to warrant holders of non-redeemed warrants     3,653        
Net cash provided by financing activities   $ 34,824     $ 48,318  
Net (decrease) increase in cash and restricted cash     (33,312 )     30,243  
Cash, cash equivalents, and restricted cash at beginning of period     37,717       7,474  
Cash, cash equivalents, and restricted cash at end of period   $ 4,405     $ 37,717  

 

8


 

 

 

Tigo Energy, Inc.

Non-GAAP Financial Measures

(in thousands)

(unaudited)

 

Reconciliation of Net (Loss) Income (GAAP) to Adjusted EBITDA (Non-GAAP)

 

    Three Months Ended
December 31,
    Year Ended December 31,  
    2023     2022     2023     2022  
Net (loss) income   $ (14,774 )   $ 903     $ (984 )   $ (7,037 )
Adjustments:                                
Total other expenses (income), net     1,123       1,185       (7,429 )     6,070  
Income tax expense     109       71       138       71  
Depreciation and amortization     286       158       1,106       562  
Stock-based compensation     1,671       420       3,808       813  
M&A transaction expenses                 4,399       2,000  
Adjusted EBITDA   $ (11,585 )   $ 2,737     $ 1,038     $ 2,479  

 

We encourage investors and others to review our financial information in its entirety and not to rely on any single financial measure.

 

 

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