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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) November 14, 2022

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

Delaware 001-39942 85-3774438
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
1400 Shoals Way Portland Tennessee 37148
(Address of principal executive offices) (Zip Code)
(615) 451-1400
(Registrant’s telephone number, including area code)

——————————

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications 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-commencement 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 Symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.00001 Par Value SHLS Nasdaq Global Market

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 November 14, 2022, Shoals Technologies Group, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2022. In the press release, the Company also announced that it would be holding a conference call on November 14, 2022 to discuss its financial results for the the three months ended September 30, 2022. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The transcript of the conference call is attached hereto as Exhibit 99.2 to this Form 8-K.

The information set forth in this Item 2.02, including Exhibit 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1
99.2






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.

Shoals Technologies Group, Inc.
By: /s/ Jason Whitaker
Name:   Jason Whitaker
Title: Chief Executive Officer

Date: November 14, 2022

EX-99.1 2 exhibit991earningsrelease2.htm EX-99.1 Document

Exhibit 99.1
image_0.jpg


Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2022
–Reports Record Quarterly Revenue, Gross Profit, Adjusted EBITDA and Adjusted Net Income –
–Revenue Grew 52% Year-Over-Year to $90.8 million in the Third Quarter –
–System Solutions Revenue Grew 80% Year-Over-Year to $69.5 million, Representing 77% of Revenue in the Third Quarter –
–Third Quarter Gross Margin Expanded More Than 330 bps Year Over Year to 39.7% –
–Backlog and Awarded Orders Up 74% Year-Over-Year to a Record $471.2 million –
–Raising Low End of 2022 Outlook to Reflect Recent Performance and Improving Business Conditions –

PORTLAND, TN. – November 14, 2022 (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system (“EBOS”) solutions for solar, battery storage and electric vehicle charging infrastructure, today announced results for its third quarter ended September 30, 2022.

“Shoals had an exceptionally strong third quarter, delivering record revenue, gross profit and adjusted EBITDA. We grew revenues 52% year-over-year, with System Solutions revenue increasing 80% compared to the year-ago period which drove significantly higher gross margin,” said Jason Whitaker, Chief Executive Officer of Shoals.

“Demand for our products has continued to grow faster than the overall market, which is underscored by the 74% year-over-year increase in our backlog and awarded orders this quarter. Customer demand for our combine-as-you-go solution is particularly robust, with four new customers converting to our system during the quarter, bringing the total number of BLA customers to 33. We are also building backlog of our EV System Solutions after making our first shipments of these products during the quarter. We anticipate another step change in our growth next year as our EV charging products gain acceptance in the market and our BLA 2.0 and high-capacity plug-and-play wire harnesses receive UL certification, which we remain on track to obtain by year-end,” added Mr. Whitaker

“At the same time as we are taking share and introducing new products, conditions in our core solar market are improving. The two-year tariff exemption for Chinese solar panels, the recently passed Inflation Reduction Act and higher energy prices have given our customers and end-users the confidence to reinitiate previously delayed projects, make multi-year commitments to invest in solar generation and prioritize product availability and performance over price.
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As a result of the improving solar market conditions and our recent performance, we are raising the low end of our 2022 outlook. I am proud of what our team has achieved and could not be more excited about the future,” concluded Mr. Whitaker.

Third Quarter 2022 Financial Results
Revenue grew 52%, to $90.8 million, compared to $59.8 million for the prior-year period, driven by higher sales volumes as a result of increased demand for solar EBOS generally and the Company’s combine-as-you-go system solutions specifically and initial sales of our EV solutions products. System Solutions and Components revenue increased 80% and 1%, respectively, compared to the prior-year period. The growth in System Solutions revenues reflects strong demand for the Company’s combine-as-you-go system. System Solutions represented 77% of revenue versus 65% in the prior-year period.

Gross profit increased 66% to $36.0 million, compared to $21.8 million in the prior-year period. Gross profit as a percentage of revenue grew 330 bps to 39.7% compared to 36.4% in the prior-year period, driven primarily by a higher proportion of revenue from the Company’s combine-as-you-go System Solutions which carry higher margins than the company’s other products and increased leverage on fixed costs as a result of higher sales volumes.

General and administrative expenses were $13.9 million, compared to $10.0 million during the same period in the prior year. This increase was primarily the result of higher non-cash stock-based compensation, planned increases in payroll expense due to higher headcount supporting growth and new product initiatives, as well as higher public company costs.

Income from operations was $20.0 million, compared to $9.6 million during the same period in the prior year.

Net income was $12.8 million compared to $5.3 million during the same period in the prior year. Basic and diluted net income per share was $0.07 compared to basic and diluted net income per share of $0.02 in the prior-year period.

Adjusted EBITDA increased 57% to $26.6 million compared to $16.9 million for the prior-year period.

Adjusted net income grew 43% to $16.6 million compared to $11.6 million during the same period in the prior year. Adjusted diluted earnings per share was $0.10 compared to $0.07 in the prior-year period.

Backlog and Awarded Orders
The Company’s backlog and awarded orders as of September 30, 2022 were $471.2 million, representing a 74% increase versus the same time last year and a 44% sequential increase from June 30, 2022.
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The increase in backlog and awarded orders reflects continued robust demand for the Company’s solar products as well as the introduction of new EV charging products.

Full Year 2022 Outlook
Based on current business conditions, business trends and other factors, for the year ending December 31, 2022, the Company is raising the low end of its outlook and now expects:
•Revenue to be in the range of $310 million to $325 million up from $300 million to $325 million
•Adjusted EBITDA to be in the range of $80 million to $86 million up from $77 million to $86 million
•Adjusted net income to be in the range of $48 million to $53 million up from $45 million to $53 million

A reconciliation of the Company’s non-GAAP measures to the applicable U.S. generally accepted accounting principles (“GAAP”) measures are found within this release.

Webcast and Conference Call Information
Company management will host a webcast and conference call on November 14, 2022, at 5:00 p.m. Eastern Time, to discuss the Company’s financial results.

Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at https://investors.shoals.com.

The conference call can be accessed live over the phone by dialing 1-855-327-6837 (domestic) or +1-631-891-4304 (international). A telephonic replay will be available approximately two hours after the call by dialing 1-844-512-2921 or for international callers, +1-412-317-6671. The conference ID for the live call and pin number for the replay is 10019583. The telephonic replay will be available until 11:59 p.m. Eastern Time on November 28, 2022.

About Shoals Technologies Group, Inc.
Shoals Technologies Group, Inc. is a leading provider of electrical balance of systems (EBOS) solutions for solar, storage, and electric vehicle charging infrastructure. Since its founding in 1996, the Company has introduced innovative technologies and systems solutions that allow its customers to substantially increase installation efficiency and safety while improving system performance and reliability. Shoals Technologies Group, Inc. is a recognized leader in the renewable energy industry whose solutions are deployed on over 20 GW of solar systems globally. For additional information, please visit: https://www.shoals.com.

Investor Relations Contact
Shoals Technologies Group, Inc.
Email: investors@shoals.com
Phone: 615-323-9836
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Forward-Looking Statements
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” "seek," “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include, among others, lower growth than anticipated in demand for solar energy projects and EV charging infrastructure; existing governmental policies and regulations, and any subsequent changes, which may present technical, regulatory and economic barriers; macroeconomic events, including heightened inflation, rise in interest rates and a potential recession; changes in the United States trade environment, including the imposition of import tariffs and antidumping and countervailing duties; our failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights; failure to integrate acquired businesses, and delays, disruptions or quality control problems in our manufacturing operations in part due to vendor concentration. Other risks and uncertainties are described in the section entitled "Item 1A. Risk Factors" of our periodic reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2021. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Non-GAAP Financial Measures
A reconciliation of Adjusted EBITDA and Adjusted net income guidance, which are forward-looking measures that are not prepared in accordance with GAAP, to the most directly comparable GAAP financial measures, is not provided because we are unable to provide such reconciliation without unreasonable effort. The inability to provide a quantitative reconciliation is due to the uncertainty and inherent difficulty in predicting the occurrence, the financial impact and the periods in which the components of the applicable GAAP measures and non-GAAP adjustments may be recognized.
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The GAAP measures may include the impact of such items as non-cash share-based compensation, amortization of intangible assets and the tax effect of such items, in addition to other items we have historically excluded from Adjusted EBITDA and Adjusted net income. We expect to continue to exclude these items in future disclosures of these non-GAAP measures and may also exclude other similar items that may arise in the future.

Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”)
We define Adjusted EBITDA as net income (loss) plus (i) interest expense, net, (ii) income tax expense, (iii) depreciation expense, (iv) amortization of intangibles, (v) payable pursuant to the Tax Receivable Agreement (“TRA”) liability adjustment, (vi) loss on debt repayment, (vii) equity-based compensation, (viii) acquisition-related expenses, (ix) COVID-19 expenses and (x) non-recurring and other expenses. We define Adjusted Net Income as net income (loss) attributable to Shoals Technologies Group, Inc. plus (i) net income impact from pro forma conversion of Class B common stock to Class A common stock, (ii) amortization of intangibles, (iii) payable pursuant to the TRA liability adjustment, (iv) loss on debt repayment, (v) amortization of deferred financing costs, (vi) equity-based compensation, (vii) acquisition-related expenses, (viii) COVID-19 expenses and (ix) non-recurring and other expenses, all net of applicable income taxes. We define Adjusted Diluted EPS as Adjusted Net Income divided by the diluted weighted average shares of Class A common shares outstanding for the applicable period, which assumes the pro forma exchange of all outstanding Class B common shares for Class A common shares.

Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS: (i) as factors in evaluating management’s performance when determining incentive compensation; (ii) to evaluate the effectiveness of our business strategies; and (iii) because our credit agreement uses measures similar to Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS to measure our compliance with certain covenants.

Among other limitations, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS do not reflect our cash expenditures, future requirements for capital expenditures, contractual commitments or the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations. Adjusted EBITDA does not reflect income tax expense or benefit for periods prior to the reorganization conducted at the time of the initial public offering. Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS may be calculated by other companies in our industry differently than we do or not at all, which may limit their usefulness as comparative measures. Because of these limitations, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP.
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You should review the reconciliation of net income to Adjusted EBITDA, and net income attributable to Shoals Technologies Group, Inc. to Adjusted Net Income and Adjusted Diluted EPS below and not rely on any single financial measure to evaluate our business.
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Shoals Technologies Group, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except shares and par value)
September 30,
2022
December 31, 2021
Assets
Current Assets
Cash and cash equivalents $ 11,202  $ 5,006 
Accounts receivable, net 71,652  31,499 
Unbilled receivables 11,561  13,533 
Inventory, net 81,158  38,368 
Other current assets 7,608  5,042 
Total Current Assets 183,181  93,448 
Property, plant and equipment, net 16,596  15,574 
Goodwill 69,941  69,436 
Other intangible assets, net 58,606  65,236 
Deferred tax assets 177,112  176,958 
Other assets 24,456  5,762 
Total Assets $ 529,892  $ 426,414 
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable $ 21,383  $ 19,985 
Accrued expenses and other 43,407  9,569 
Current portion of payable pursuant to the tax receivable agreement 3,583  — 
Long-term debt—current portion 2,000  2,000 
Total Current Liabilities 70,373  31,554 
Revolving line of credit 85,640  55,140 
Long-term debt, less current portion 189,289  189,913 
Payable pursuant to the tax receivable agreement, less current portion 157,420  156,374 
Other long-term liabilities 4,500  931 
Total Liabilities 507,222  433,912 
Commitments and Contingencies
Stockholders’ Equity (Deficit)
Preferred stock, $0.00001 par value - 5,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 —  — 
Class A common stock, $0.00001 par value - 1,000,000,000 shares authorized; 113,508,362 and 112,049,981 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
Class B common stock, $0.00001 par value - 195,000,000 shares authorized; 53,816,214 and 54,794,479 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
Additional paid-in capital 104,539  95,684 
Accumulated deficit (78,133) (93,133)
Total stockholders’ equity attributable to Shoals Technologies Group, Inc. 26,408  2,553 
Non-controlling interests (3,738) (10,051)
Total stockholders' equity (deficit) 22,670  (7,498)
Total Liabilities and Stockholders’ Equity (Deficit) $ 529,892  $ 426,414 
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Shoals Technologies Group, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenue $ 90,823  $ 59,840  $ 232,289  $ 165,166 
Cost of revenue 54,776  38,071  141,357  98,444 
Gross profit 36,047  21,769  90,932  66,722 
Operating Expenses
General and administrative expenses 13,853  10,031  41,037  26,865 
Depreciation and amortization 2,229  2,175  6,939  6,305 
Total Operating Expenses 16,082  12,206  47,976  33,170 
Income from Operations 19,965  9,563  42,956  33,552 
Interest expense, net (4,754) (3,582) (12,760) (10,911)
Payable pursuant to the tax receivable agreement adjustment —  (2,014) —  (3,678)
Loss on debt repayment —  —  —  (15,990)
Income before income taxes 15,211  3,967  30,196  2,973 
Income tax benefit (expense) (2,452) 1,309  (5,485) 3,123 
Net income 12,759  5,276  24,711  6,096 
Less: net income attributable to non-controlling interests 4,801  2,790  9,711  1,911 
Net income attributable to Shoals Technologies Group, Inc. $ 7,958  $ 2,486  $ 15,000  $ 4,185 
Three Months Ended September 30, Nine Months Ended
September 30, 2022
Period from January 27, 2021
to September 30, 2021
2022 2021
Earnings per share of Class A common stock:
Basic $ 0.07  $ 0.02  $ 0.13  $ 0.02 
Diluted $ 0.07  $ 0.02  $ 0.13  $ 0.02 
Weighted average shares of Class A common stock outstanding:
Basic 112,975  101,890  112,561  96,354 
Diluted 113,584  102,251  112,816  96,527 
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Shoals Technologies Group, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended
September 30,
2022 2021
Cash Flows from Operating Activities
Net income $ 24,711  $ 6,096 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 8,001  7,345 
Amortization/write off of deferred financing costs 1,023  5,692 
Equity-based compensation 11,887  6,404 
Provision for obsolete or slow-moving inventory 443  435 
Deferred taxes 5,299  640 
Payable pursuant to the tax receivable agreement adjustment —  3,678 
Gain on sale of assets —  61 
Changes in assets and liabilities, net of business acquisition:
Accounts receivable (40,084) (12,271)
Unbilled receivables 1,972  (6,760)
Inventory (43,601) (8,505)
Other assets (381) (6,904)
Accounts payable 1,186  (5,198)
Accrued expenses and other 34,558  2,608 
Net Cash Provided by (Used in) Operating Activities 5,014  (6,679)
Cash Flows Used In Investing Activities
Purchases of property, plant and equipment (2,393) (2,483)
Acquisition of a business, net of cash acquired —  (12,909)
Other (503) — 
Net Cash Used in Investing Activities (2,896) (15,392)
Cash Flows from Financing Activities
Distributions to non-controlling interest (7,762) (4,837)
Employee withholding taxes related to net settled equity awards (1,297) (137)
Deferred financing costs —  (94)
Payments on term loan facility (1,500) (152,250)
Proceeds from revolving credit facility 46,000  40,140 
Repayments of revolving credit facility (15,500) — 
Proceeds from issuance of Class A common stock sold in an IPO,
net of underwriting discounts and commissions
—  154,521 
Proceeds from issuance of Class A common stock in follow-on offering, net of underwriting discounts and commissions —  281,064 
Purchase of LLC Interests with proceeds from follow-on offering —  (281,064)
Payment of debt assumed in acquisition —  (1,537)
Deferred offering costs —  (9,619)
Net Cash Provided By Financing Activities 19,941  26,187 
Net Increase in Cash, Cash Equivalents and Restricted Cash 22,059  4,116 
Cash, Cash Equivalents and Restricted Cash—Beginning of Period 9,557  10,073 
Cash, Cash Equivalents and Restricted Cash—End of Period $ 31,616  $ 14,189 
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Shoals Technologies Group, Inc.
Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”) (Unaudited)
Reconciliation of Net Income to Adjusted EBITDA (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
Net income $ 12,759  $ 5,276  $ 24,711  $ 6,096 
Interest expense, net 4,754  3,582  12,760  10,911 
Income tax benefit (expense) 2,452  (1,309) 5,485  (3,123)
Depreciation expense 478  449  1,371  1,265 
Amortization of intangibles 2,121  2,088  6,630  6,080 
Payable pursuant to the TRA adjustment (a)
—  2,014  —  3,678 
Loss on debt repayment —  —  —  15,990 
Equity-based compensation 3,991  2,732  11,887  6,904 
Acquisition-related expenses 20  1,697  32  1,697 
COVID-19 expenses (b)
—  108  —  269 
Non-recurring and other expenses (c)
—  243  —  1,821 
Adjusted EBITDA $ 26,575  $ 16,880  $ 62,876  $ 51,588 

(a)    Represents an adjustment to eliminate the remeasurement of the payable pursuant to the TRA.
(b)    Represents costs incurred as a direct impact from the COVID-19 pandemic, disinfecting and reconfiguration of facilities, medical professionals to conduct daily screenings of employees and direct legal costs associated with the pandemic.
(c)    Represents certain costs associated with non-recurring professional services, our prior private equity owners’ expenses and other costs.

Reconciliation of Net Income Attributable to Shoals Technologies Group, Inc. to Adjusted Net Income (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
Net income attributable to Shoals Technologies Group, Inc. $ 7,958  $ 2,486  $ 15,000  $ 4,185 
Net income impact from pro forma conversion of Class B common stock to Class A common stock (a)
4,801  2,790  9,711  1,911 
Adjustment to the provision for income tax (b)
(1,134) (668) (2,293) (476)
Tax effected net income 11,625  4,608  22,418  5,620 
Amortization of intangibles 2,121  2,088  6,630  6,080 
Amortization of deferred financing costs 339  278  1,023  953 
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Shoals Technologies Group, Inc.
Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”) (Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
Payable pursuant to the TRA adjustment (c)
—  2,014  —  3,678 
Loss on debt repayment —  —  —  15,990 
Equity-based compensation 3,991  2,732  11,887  6,904 
Acquisition-related expenses 20  1,697  32  1,697 
COVID-19 expenses (d)
—  108  —  269 
Non-recurring and other expenses (e)
—  243  —  1,821 
Tax impact of adjustments (f)
(1,529) (2,166) (4,621) (7,972)
Adjusted Net Income $ 16,567  $ 11,602  $ 37,369  $ 35,040 
(a)    Reflects net income to Class A common shares from pro forma exchange of corresponding shares of our Class B common shares held by our founder and management.
(b)    Shoals Technologies Group, Inc. is subject to U.S. Federal income taxes, in addition to state and local taxes with respect to its allocable share of any net taxable income of Shoals Parent LLC. The adjustment to the provision for income tax reflects the effective tax rates below, assuming Shoals Technologies Group, Inc. owns 100% of the units in Shoals Parent LLC.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
Statutory U.S. Federal income tax rate 21.0  % 21.0  % 21.0  % 21.0  %
Permanent adjustments 0.1  % 0.1  % 0.1  % 1.0  %
State and local taxes (net of federal benefit) 2.5  % 2.9  % 2.5  % 2.9  %
Effective income tax rate for Adjusted Net Income 23.6  % 24.0  % 23.6  % 24.9  %

(c)    Represents an adjustment to eliminate the remeasurement of the payable pursuant to the TRA.
(d)    Represents costs incurred as a direct impact from the COVID-19 pandemic, disinfecting and reconfiguration of facilities, medical professionals to conduct daily screenings of employees and direct legal costs associated with the pandemic.
(e)    Represents certain costs associated with non-recurring professional services, our prior private equity owners’ expenses and other costs.
(f)    Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.

Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding (in thousands, except per share):
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Shoals Technologies Group, Inc.
Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”) (Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022 2021 2022 2021
Diluted weighted average shares of Class A common shares outstanding, excluding Class B common shares 113,584  102,251  112,816  96,527 
Assumed pro forma conversion of Class B common shares to Class A common shares 54,253  64,813  54,579  70,285 
Adjusted diluted weighted average shares outstanding 167,837  167,064  167,395  166,812 
Adjusted Net Income (a)
$ 16,567  $ 11,602  $ 37,369  $ 35,040 
Adjusted Diluted EPS $ 0.10  $ 0.07  $ 0.22  $ 0.21 

(a)    Represents Adjusted Net Income for the full period presented.

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EX-99.2 3 exhibit992earningsreleaset.htm EX-99.2 Document
Exhibit 99.2
Shoals Technologies Group, Inc.
3Q22 Earnings Conference Call Script
November 14, 2022
Operator
Good afternoon, and welcome to Shoals Technologies Group Third Quarter 2022 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, General Counsel for Shoals Technologies Group. Thank you. You may begin.

Mehgan Peetz, General Counsel, Shoals Technologies Group, Inc.
Thank you, operator and thank you everyone for joining us today. Hosting the call with me are CEO, Jason Whitaker, and CFO, Dominic Bardos.
On this call, management will be making projections or other forward-looking statements based on current expectations and assumptions, which are subject to risks and uncertainties. As you listen and consider these comments, you should understand that these statements, including the guidance regarding full year 2022, are not guarantees of performance or results. Actual results could differ materially from our forward-looking statements if any of our assumptions are incorrect or because of other factors. These factors include, among other things, the risk factors described in our filings with the Securities and Exchange Commission, as well as economic and market circumstances, decreased demand for our products, policy and regulatory changes, industry conditions, current macroeconomic events, supply chain disruptions and availability and price of our components and materials.
Although we may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized. We caution that any forward-looking statement included in this discussion is made as of the date of this discussion and do not undertake any duty to update any forward-looking statements.
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Shoals Technologies Group, Inc.
3Q22 Earnings Conference Call Script
November 14, 2022

Today's presentation also includes references to non-GAAP financial measures. You should refer to the information contained in the company's third quarter press release for definitional information and reconciliations of historical non-GAAP measures to the comparable financial measures.
With that, let me turn the call over to Jason.

Jason Whitaker, CEO, Shoals Technologies Group, Inc.
Thank you very much, Mehgan, and good afternoon, everyone.
I’d like to start off by welcoming Shoals’ new CFO Dominic Bardos, who we are very excited to have on board. Dominic brings over 30 years of global finance and accounting experience across multiple industries, including automotive, retail, and industrial services. Prior to joining us, Dominic was the CFO of Holley, a publicly traded designer, marketer, and manufacturer of high-performance products for car and truck enthusiasts.
I would also like to thank Kevin Hubbard for the tremendous job he did as our interim CFO and his willingness to stay with us for an extended period, which gave us the time we needed to find the best fit for the CFO position. We are honored to have Kevin’s continued support as we transition leadership of our finance team to Dominic.
Now turning to our results for the quarter. I’ll start off by providing a snapshot of our Q3 performance, followed by an update on our core product lines, and then wrap up with an assessment of current business conditions in the U.S. solar market and how we see them benefiting our business. I’ll then turn it over to Dominic, who will provide an overview of our financial results.
Shoals had a phenomenal third quarter, delivering record revenue, gross profit and adjusted EBITDA. Revenue and gross profit grew 52% and 66% year over year, respectively.
Gross margin in the quarter was 39.7% compared to 36.4% in the prior-year period, driven primarily by a higher proportion of revenue from the Company’s
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Shoals Technologies Group, Inc.
3Q22 Earnings Conference Call Script
November 14, 2022

combine-as-you-go System Solutions which carry higher margins and increased leverage on fixed costs as a result of higher sales volumes.
Adjusted EBITDA in the quarter was $26.6 million, increasing both sequentially and year-over-year, even with the sustained investment in SG&A to support our growth initiatives.
Demand for our products continues to grow and we ended the third quarter with record backlog and awarded orders of $471.2 million, an increase of 74% year-over-year and 44% sequentially.
System Solutions revenue increased 80% while Components were up slightly relative to last year, consistent with our expectation. The growth in System Solutions revenues reflects continued strong demand for our combine-as-you-go system. System Solutions represented 77% of revenue versus 65% in the prior-year period. During the quarter we converted four additional EPCs and developers bringing the total number of BLA customers to 33 at the end of 3Q.
New products also contributed to revenue growth in the quarter with storage, wire management and EV solutions experiencing particularly strong demand. Earlier this month, we announced that Shoals had been awarded a 1-gigawatt contract to supply BLA and storage solutions on a project that will be one of the largest solar plus storage projects in the U.S. when complete. Deliveries for the project are underway and expected to continue throughout 2023.
We are continuing to ramp production to fulfill customer orders of our new wire management products. Relative to a year ago, the opportunity for wire management has increased more than five times.

We remain on track to complete the certification process for BLA 2.0 and high-capacity plug-n-play harnesses by the end of the year. Initial customer feedback from previewing both products at RE+ was very positive and we are excited to begin shipments once certification is complete. As we touched on last quarter, we expect these products to further accelerate our growth, as BLA 2.0 will have a higher average selling price per megawatt than our current product and the high-
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Shoals Technologies Group, Inc.
3Q22 Earnings Conference Call Script
November 14, 2022

capacity plug-n-play harness will allow us to serve a new and fast-growing application where we do not currently have an offering.
We also continued making progress in our international expansion. Our sales team is having a number of advanced conversations now that our products are fully qualified and we look forward to providing further updates in 2023.
Turning to our EV business, we made significant progress during the quarter, receiving certification to UL standards on our Phase 1 above ground eMobility Charging Solution, and completing our first deliveries of our full EV System Solutions. Importantly, margins on these sales are at or above our corporate average, as expected.
Our EV solutions have now been deployed in more than 15 states in the US. Based on customer experience from these deployments, we are now able to validate that our solution offers a 20 to 30% time and cost savings over traditional installation methods. Much like we have done in solar, we can leverage this data to establish the superior value proposition that our products offer and migrate customers from competitors’ products to ours.
We believe that the certification to UL standards and growing number of successful deployments of our solutions will result in broader adoption of our technology and create sales opportunities in public projects because our solution simplifies the permitting process for customers. Order growth for our EV solutions continues to exceed our expectations, particularly in the fleet and school bus segments.
and looking ahead, UL testing and certification of our drive-over raceway eMobility charging solutions is in progress and we expect to be completed by year-end.
Now turning now to solar market conditions. The two-year tariff exemption for Chinese panels, the recently passed Inflation Reduction Act and higher energy prices have given our customers and end-users the confidence to reinitiate previously delayed projects, make multi-year commitments to invest in solar generation and prioritize product availability and performance over price. As a result of the improving solar market conditions and our recent performance, we
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Shoals Technologies Group, Inc.
3Q22 Earnings Conference Call Script
November 14, 2022

are raising the low end of our 2022 outlook, which Dominic will discuss in further detail.
While we are still waiting on further guidance from the Treasury on certain aspects of the IRA, the bill provides many demand drivers for Shoals and the industry. First, as we discussed on our last call, we believe the increase and extension of the Investment Tax Credit, coupled with new incentives for storage and EVs, will accelerate demand for our products. While we still don’t know just how significant the effect on demand will be, initial reactions suggest that the IRA is the most significant piece of legislation for the solar industry to date.
In addition, the prevailing wage provision of the IRA is expected to compound wage pressure in the U.S. market, which further reinforces the value proposition of our combine-as-you-go system. From day one, we set out to create products that can be installed by anyone as a response to the disproportionately high cost of installing EBOS, which can be equal to or in excess of the cost of the product itself. In environments where labor is more expensive, our solutions are especially attractive, as they take less time to install and are installable by general labor. We anticipate the prevailing wage provision will provide a significant tailwind for years to come.
Finally, with the significant investments we have made this year, including the build out of our new facility and expansion of engineering, sales and HR headcount, we are confident we can meet accelerating demand and continue our strong growth trajectory.
I'll now turn it over to Dominic who will discuss our third quarter 2022 financial results.

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Shoals Technologies Group, Inc.
3Q22 Earnings Conference Call Script
November 14, 2022

Dominic Bardos, CFO, Shoals Technologies Group, Inc.
Thank you, Jason. I’m very excited to be here today and I look forward to working with you and the entire team at Shoals during our next chapter of growth.
Turning to the financials. For the third quarter, revenue grew 52% versus the prior-year period to $90.8 million, driven by a higher sales volume as a result of increased demand for solar EBOS generally and specifically our combine-as-you-go system solutions. Our third quarter revenue growth was also aided by the launch of our EV solutions.
System Solutions revenue increased 80% year-over year and Components revenue increased 1% compared to the prior-year period. System Solutions represented 77% of revenue versus 65% in the prior-year period.
Gross profit increased 66% to $36.0 million, compared to $21.8 million in the prior-year period. Gross profit as a percentage of net revenue grew 330 basis points to 39.7% compared to 36.4% in the prior-year period, driven primarily by increased revenue and a higher proportion of revenue from System Solutions.
Third quarter general and administrative expenses were $13.9 million, compared to $10.0 million during the same period in the prior year. This change was primarily a result of higher stock-based compensation, planned increased payroll due to higher headcount supporting our growth and product initiatives, and public company costs.
Adjusted EBITDA increased 57% to $26.6 million compared to $16.9 million for the prior-year period.
We are beginning to realize leverage on SG&A as planned, and during the quarter, adjusted EBITDA margin expanded more than 100 basis points year-over-year to 29.3%. As discussed earlier this year, we expected to gain leverage on operating expenses exiting the year, which we have now achieved one quarter ahead of schedule.
Adjusted net income grew 43% to $16.6 million in the third quarter compared to $11.6 million in the prior-year period. As always, we included a reconciliation of
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Shoals Technologies Group, Inc.
3Q22 Earnings Conference Call Script
November 14, 2022

non-GAAP measures of Adjusted EBITDA and Adjusted Net Income in our press release. Please refer to that for a bridge to our GAAP Net Income.
Moving to our balance sheet, having dug in to the numbers, we have opportunities to optimize working capital, particularly inventory and accounts receivable, in the coming quarters.
As of September 30, 2022, backlog and awarded were $471.2 million, representing a new record for the Company and an increase of 74% and 44% versus the same time last year and June 30, 2022, respectively. The growth in backlog and awarded orders reflects continued robust customer demand for Shoals’ products.
Turning to our full year outlook. Based on current market conditions and input from our customers and team, we are raising the low end of our previous outlook. We now expect 2022 revenue to be in the range of $310 million to $325 million, up 45% to 52% year-over-year. On the back of our strong third quarter results and expectation of continued leverage on operating expenses, we now expect adjusted EBITDA to be in the range of $80 million to $86 million, and adjusted net income to be in the range of $48 million to $53 million. As we move forward, we generally expect adjusted EBITDA margin will increase on a year-over-year basis, though the increase will not be linear due to the timing of spend and potential for mix to shift from quarter to quarter.
Now back to Jason for closing remarks.

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Shoals Technologies Group, Inc.
3Q22 Earnings Conference Call Script
November 14, 2022

Jason Whitaker, CEO, Shoals Technologies Group, Inc.
Thanks, Dominic.
I would like to close by thanking all our customers for their commitment to Shoals, our employees for their contributions to our company’s success and our shareholders for their continued support.
2022 is shaping up to be a huge year for Shoals despite the headwinds we confronted during the first half of the year. With strong demand for solar and EV, successful new product and sales initiatives and the tremendous strength of our core BLA product, I am incredibly optimistic about what we can achieve in the coming quarters.
And with that, thank you everyone, I appreciate your time today. We will now open the line for questions.
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