Financial Performance - Consolidated revenue for Q1 2025 declined by 4% to $12.6 million from $13.2 million in Q1 2024, with Commercial revenue rising 28% while Residential revenue fell by 3% due to seasonality[8] - Sales for the three months ended March 31, 2025, were $12,636,638, a decrease of 4.4% compared to $13,219,197 in the same period of 2024[19] - Gross profit decreased to $4,431,325, down 7.8% from $4,805,448 year-over-year[19] - Operating loss for the quarter was $2,167,348, slightly improved from a loss of $2,182,954 in the prior year[19] - Net loss attributable to common shareholders was $3,496,432, compared to a loss of $10,119,988 in the same quarter of 2024, indicating a significant reduction in losses[19] - Basic and diluted net loss per share was $106.71, reflecting the reverse stock split adjustments[19] - Adjusted EBITDA for the quarter was $(1,464,215), an improvement from $(1,509,570) in the prior year[25] Cost Management - SG&A expenses decreased by 9% to $6.0 million from $6.6 million, reflecting cost optimization measures implemented in 2024[8] - Total operating expenses decreased to $6,598,673, down from $6,988,402 year-over-year, showing a reduction in costs[19] - Interest expense declined by 25% to $0.6 million from $0.8 million, demonstrating management's commitment to debt repayment[8] - Interest expense decreased to $571,240 from $764,870, indicating improved financing conditions[25] Debt and Liquidity - Total debt decreased by 51% to $9.2 million from $19.1 million at December 31, 2024, significantly improving the company's financial position[8] - Cash and cash equivalents increased to $1.4 million from $0.8 million at December 31, 2024, indicating enhanced liquidity[8] Future Outlook - The company expects total sales for 2025 to be between $65 million and $70 million, representing a projected increase of 14% to 23% from $56.9 million in 2024[12] - Adjusted EBITDA is projected to be between $0.5 million and $0.7 million, a significant improvement from an Adjusted EBITDA loss in 2024[12] - Future outlook includes continued focus on cost management and potential market expansion strategies[21] Business Development - SUNation's Commercial backlog rose more than 30% compared to the same period last year, driven by various projects in development with institutional partners[3] - The company plans to expand its Service and Maintenance business in the New York metro region, targeting homeowners with orphaned solar systems[4] - SUNation has secured $20 million in aggregate gross proceeds through a securities purchase agreement with institutional investors, enhancing its capital structure[8]

Financial Performance - Sales for the three months ended March 31, 2025, were $12.64 million, a decrease of 4.4% compared to $13.22 million for the same period in 2024[15]. - Gross profit for Q1 2025 was $4.43 million, down from $4.81 million in Q1 2024, reflecting a decrease of 7.2%[15]. - Operating loss for the three months ended March 31, 2025, was $2.17 million, slightly improved from a loss of $2.18 million in Q1 2024[15]. - Net loss attributable to common shareholders for Q1 2025 was $3.50 million, compared to a net loss of $10.12 million in Q1 2024, indicating a significant reduction in losses[15]. - Basic net loss per share for Q1 2025 was $106.71, compared to $38,414.84 for Q1 2024, reflecting the impact of reverse stock splits[15]. - Total revenues for SUNation were $9,544,554 in Q1 2025, down from $9,752,970 in Q1 2024, reflecting a decrease of 2.1%[74]. - For the three months ended March 31, 2025, SUNation reported residential contract revenues of $7,896,122, a decrease of 2.9% from $8,131,708 in the same period of 2024[74]. - Commercial contract revenues increased to $1,275,888 in Q1 2025 from $997,193 in Q1 2024, representing a growth of 28%[74]. - Net loss before income taxes for Q1 2025 was $(3,481,817), compared to a net income of $1,208,813 in Q1 2024, highlighting a significant decline in profitability[152]. - Selling, general and administrative expenses for Q1 2025 totaled $6,039,298, compared to $6,629,027 in Q1 2024, indicating a reduction in overhead costs[151]. Assets and Liabilities - Total assets decreased to $44.43 million as of March 31, 2025, from $45.71 million as of December 31, 2024, representing a decline of approximately 2.8%[10]. - Total current liabilities decreased to $20.27 million as of March 31, 2025, from $27.16 million as of December 31, 2024, a reduction of approximately 25.5%[10]. - The company reported cash and cash equivalents of $1.45 million as of March 31, 2025, up from $839,268 as of December 31, 2024, an increase of approximately 72.5%[10]. - Inventories decreased to $2.51 million as of March 31, 2025, from $2.71 million as of December 31, 2024, a decline of approximately 7.2%[10]. - The balance of accumulated deficit as of March 31, 2025, was $(46,395,478), an increase from $(25,850,588) as of March 31, 2024[18]. Capital and Financing Activities - The company raised $9,473,398 from the issuance of common stock and pre-funded warrants under a registered direct offering during the three months ended March 31, 2024[22]. - The company raised approximately $20.0 million in aggregate gross proceeds from a securities offering, with $5 million from the second tranche closing on April 7, 2025[168]. - The company issued 9,825 shares of common stock under a registered direct offering, netting $8,481,892[17]. - The At the Market Offering Agreement allows the Company to sell up to $10,000,000 in common stock, with 762 shares sold for gross proceeds of $362,269 during the three months ended March 31, 2025[136]. - The Company executed a reverse stock split at a 1-for-50 ratio on October 1, 2024, reducing outstanding shares from 67,260,696 to 1,344,841[33]. - A subsequent reverse stock split at a 1-for-200 ratio was approved on April 3, 2025, reducing outstanding shares from 672,799,910 to 3,406,614[39]. - The Company increased its authorized shares to 1,000,000,000 as part of the April 2025 reverse stock split approval[36]. Debt and Interest Obligations - The loan payable to Hercules Capital, Inc. was originally $7,500,000, with an interest rate of 10%, and was due on December 31, 2024, after amendments to the Term Loan Agreement[80][81]. - The Term Loan Agreement was amended on May 31, 2023, resulting in a remaining balance of $3,375,742, with a new maturity date of June 2, 2027, and an interest rate of 10%[82]. - The Company recorded a loss on extinguishment of debt of $455,308 upon full repayment of the Term Loan on March 3, 2025[85]. - The Company recorded interest and accretion expense of $33,312 for the three months ended March 31, 2025, compared to $0 for the same period in 2024[105]. - Interest paid increased to $1,077,033 from $416,504 in the previous year[22]. Strategic Initiatives - The company’s strategy focuses on acquiring and integrating leading local and regional solar, storage, and energy services companies nationwide[26]. - The company aims to expand its operations by acquiring and integrating leading local and regional solar, storage, and energy services companies nationwide[26]. - The company plans to raise capital through public or private equity offerings, debt financings, and/or strategic alliances[166]. Accounting and Compliance - The Company is currently evaluating the impact of new accounting standards issued by the FASB, including ASU 2023-06 and ASU 2023-09, which may affect its consolidated financial statements[69][71]. - The effective income tax rate from continuing operations was (0.4%) for the three months ended March 31, 2025, differing from the federal tax rate of 21% due to state income taxes[145]. - The Company’s segment structure now includes distinct reportable segments for SUNation and Hawaii Energy Connection (HEC) due to changes in economic forecasts[148]. Market and Operational Challenges - The company received a Nasdaq delisting notice on April 11, 2025, due to not maintaining a minimum closing bid price of $1.00 per share[172]. - The company has substantial doubt about its ability to continue as a going concern, requiring additional capital resources[165].

Company Operations and Strategy - SUNation Energy completed a merger with Pineapple Energy LLC on March 28, 2022, and subsequently changed its name from Communications Systems, Inc. to SUNation Energy, Inc.[224] - The company divested its legacy operations by selling substantially all assets of JDL Technologies, Inc. and Ecessa Corporation on June 30, 2023, reporting these as discontinued operations[228]. - The company’s strategy focuses on acquiring and integrating local and regional solar, storage, and energy services companies nationwide[226]. - SUNation Energy offers tailored solar solutions, energy storage systems, and community solar services to enhance accessibility to renewable energy[227]. Financial Performance - Consolidated sales decreased 28.6% to $56,861,753 in 2024 from $79,632,709 in 2023, attributed to an overall industry contraction in the residential solar market[260]. - Consolidated gross profit decreased 26.2% to $20,426,244 in 2024, with a gross margin increase to 35.9% compared to 34.8% in 2023[262]. - Consolidated operating expenses decreased 6.9% to $32,743,647 in 2024, with selling, general and administrative expenses also decreasing by 6.9% to $27,054,166[263]. - Net loss from continuing operations attributable to shareholders in 2024 was $27,436,926, or ($50.58) per diluted share, compared to a net loss of $6,939,892, or ($521.89) per diluted share in 2023[265]. - SUNation sales decreased 24% to $39,733,362 in 2024, with residential contract sales down 22% due to a reduction in installed kilowatts[266]. - HEC sales decreased 37% to $17,128,391 in 2024, with residential contract sales down 36% due to a significant decrease in battery capacity installed[271]. - Consolidated other income decreased to an expense of $(4,385,777) in 2024, down from income of $646,149 in 2023[264]. Asset and Cash Flow Management - As of December 31, 2024, the Company had approximately $1,151,348 in cash, restricted cash, and cash equivalents, a decrease from $5,396,343 at December 31, 2023[274]. - The Company reported working capital of $(16,051,658) at December 31, 2024, compared to $(6,594,834) at the end of 2023, indicating a worsening liquidity position[276]. - Cash flow used in operating activities was approximately $6,302,686 in 2024, significantly higher than $667,177 used in 2023, primarily due to decreased operating profit and increased interest expense[277]. - Net cash provided by financing activities was $2,084,358 in 2024, compared to $2,760,236 used in 2023, driven by proceeds from stock issuances and borrowings[278]. - The Company raised $20.0 million in securities through a purchase agreement with institutional investors, but this was insufficient to cover all current and future obligations[281]. - Cash used in investing activities was $26,667 in 2024, a significant decrease from $3,567,278 provided in 2023, reflecting a shift in investment strategy[277]. - The Company’s current assets were approximately $11,110,385 against current liabilities of $27,162,043 at the end of 2024, highlighting a significant liquidity challenge[276]. Goodwill and Impairment - The company recorded a goodwill impairment loss of $3.1 million in the HEC segment, reducing the HEC goodwill balance to $6.7 million[255]. - The company performed an interim quantitative analysis and recorded an impairment loss of $3.1 million as of December 31, 2024, due to a material decline in stock price and forecasted revenues[255]. - The company’s goodwill impairment testing is conducted annually, with significant changes in business climate or performance potentially triggering more frequent assessments[250]. Market and Economic Conditions - As of January 3, 2025, the total market capitalization of bitcoin was approximately $1.95 trillion, with prices fluctuating between $38,000 and $108,000 per bitcoin in the preceding 12 months[232]. - The company approved a corporate treasury strategy in January 2025 to include bitcoin as a treasury reserve asset, potentially allocating a minority portion of excess cash for BTC purchases[230]. - The company believes bitcoin serves as a reliable store of value and a potential inflation hedge amid global instability[233]. Share Structure and Corporate Governance - Following the June 2024 reverse stock split, the number of shares outstanding was reduced from 108,546,773 to 7,235,731, and the total number of authorized shares was reduced to 7,500,000[237]. - The October 2024 reverse stock split reduced the number of shares outstanding from 67,260,696 to 1,344,841, with authorized shares later increased to 25,000,000[241]. - The Long-Term Promissory Note was amended to extend the maturity date to May 1, 2028, with monthly principal and interest payments commencing June 1, 2025[279]. Going Concern and Future Outlook - The Company has substantial doubt about its ability to continue as a going concern due to forecasted cash flow uncertainties and reliance on operating segments to cover corporate overhead costs[280].

Financial Performance - Residential contract sales decreased by $4,699,412, or 31%, due to a 22% reduction in residential kilowatts installed and a decrease in average price per system installed [208]. - Consolidated sales decreased by $18,703,410, or 31.1%, to $41,487,003 in the first nine months of 2024 from $60,190,413 in the first nine months of 2023 [209]. - Consolidated gross profit decreased to $14,833,527 in the first nine months of 2024 compared to $22,175,708 in the same period of 2023, with gross margin slightly decreasing to 36% [210]. - Consolidated operating loss from continuing operations in the first nine months of 2024 was $5,815,635, compared to a loss of $5,129,195 in the same period of 2023 [210]. - Net loss from continuing operations attributable to shareholders in the first nine months of 2024 was $20,617,094, or $(128.25) per diluted share, compared to a net loss of $5,262,534, or $(395.75) per diluted share, in the first nine months of 2023 [210]. - Consolidated selling, general and administrative expenses decreased by $3,123,771, or 14%, to $19,321,037 in the first nine months of 2024 from $22,444,808 in the same period of 2023 [210]. Corporate Actions - The company divested its legacy operations and operating assets through the sale of substantially all assets of JDL Technologies, Inc. and Ecessa Corporation on June 30, 2023 [205]. - The company has made several amendments to its Articles of Incorporation, with the latest being effective as of October 17, 2024 [3.4]. - A Certificate of Designation for Series C Convertible Preferred Stock was filed on September 9, 2024 [3.9]. - The company canceled the Certificate of Designation for Series B Preferred Stock effective August 14, 2024 [3.8]. - The restated bylaws of the company were amended and became effective on April 13, 2022 [3.6]. - The company filed a Certificate of Correction to the Certificate of Designation on September 23, 2024 [3.10]. - The company has undergone a name change from Communications Systems, Inc. to Pineapple Energy Inc. [3.5]. Compliance and Financial Needs - The company is in the process of formalizing a remediation plan to address material weaknesses in internal control over financial reporting [214]. - The company has raised over $2 million from an ATM Offering Agreement to sell shares up to $10,000,000, but additional funding may not be available on acceptable terms [212]. - The company needs to obtain substantial additional financing arrangements to provide working capital and growth capital, with potential adverse impacts if financing is not available [220]. - The company’s interim Chief Financial Officer, Andrew Childs, signed the report on November 14, 2024 [226]. - The company has filed multiple reports on Form 8-K and Form 10-Q throughout 2024, indicating ongoing compliance with SEC regulations [224]. - The company’s financial documents include various amendments and designations related to its preferred stock offerings [3.1]. - The company’s Articles of Amendment have been updated multiple times in 2024, reflecting changes in corporate governance [3.2].

Financial Performance - Consolidated sales decreased by $6,286,871, or 31.7%, to $13,549,420 in Q2 2024 from $19,836,291 in Q2 2023[134] - Residential contract sales decreased by $2,691,079, or 18%, due to a 7% reduction in residential kilowatts installed and a decrease in average price per system[134] - Commercial contract sales decreased by $3,268,061, or 87%, due to delays in the start of commercial pipeline projects[134] - Consolidated gross profit decreased to $4,792,354 in Q2 2024 from $7,136,934 in Q2 2023, with a gross margin of 35%[135] - Consolidated operating expenses decreased to $6,818,298 in Q2 2024 from $8,552,254 in Q2 2023, with selling, general and administrative expenses down by 18%[136] - Consolidated operating loss from continuing operations was $2,025,944 in Q2 2024 compared to $1,415,320 in Q2 2023[137] - Net loss from continuing operations attributable to shareholders was $6,934,015, or $(1.11) per diluted share, in Q2 2024[137] - Consolidated sales decreased by $15,133,099, or 36.1%, to $26,768,617 in the first six months of 2024 from $41,901,716 in the same period of 2023[138] - Residential contract sales decreased by $9,434,879, or 28%, due to a 19% reduction in residential kilowatts installed[138] - Consolidated gross profit decreased to $9,597,802 in the first six months of 2024 compared to $15,143,250 in the same period of 2023, with a gross margin remaining flat at 36%[139] - Consolidated operating expenses decreased to $13,806,700 in the first six months of 2024 from $18,708,095 in the same period of 2023, a reduction of $4,901,395, or 26.2%[140] - Consolidated operating loss from continuing operations was $4,208,898 in the first six months of 2024, compared to a loss of $3,564,845 in the same period of 2023[141] - Net loss from continuing operations attributable to shareholders was $17,054,003, or $(3.83) per diluted share, in the first six months of 2024, compared to a net loss of $2,933,481, or $(4.43) per diluted share, in the same period of 2023[141] Working Capital and Cash Flow - As of June 30, 2024, the company had a working capital deficit of $(11,600,420), compared to $(6,594,834) at December 31, 2023[144] - Cash used in operating activities was $3,425,726 in the first six months of 2024, compared to $1,660,982 in the same period of 2023[144] - The company requires additional funding and seeks to raise capital through public or private equity offerings, debt financings, and/or strategic alliances[149] Internal Controls and Compliance - The Company concluded that its internal control over financial reporting was not effective as of December 31, 2023, due to material weaknesses identified[156] - Material weaknesses were attributed to limited accounting and finance resources, leading to inappropriate preparation and maintenance of critical documentation[157] - A remediation plan is being formalized, which includes implementing a new Enterprise Resource Planning (ERP) system to enhance internal controls[158] - The design and implementation of the remediation efforts are ongoing and will require validation and testing over a sustained period[158] - There were no changes in internal control over financial reporting during the three months ended June 30, 2024, that materially affected the controls[160] - The Company plans to continue performing additional analyses to ensure consolidated financial statements are prepared in accordance with U.S. GAAP until weaknesses are remediated[158] - Inherent limitations in control systems mean that not all control issues or instances of fraud can be detected[159] Nasdaq Compliance - The Company received a notice from Nasdaq on October 27, 2023, regarding non-compliance with the minimum closing bid price requirement, as the stock price was below $1.00 for 31 consecutive business days[162] - The Company has until April 24, 2024, to regain compliance with the Nasdaq Minimum Bid Rule[162] - The failure to maintain compliance with Nasdaq's listing requirements could negatively impact the market price of the common stock and the Company's liquidity[161] Strategic Focus - The company is focused on acquiring, integrating, and growing leading local and regional solar, storage, and energy services companies nationwide[129] - The company sold substantially all of the remaining assets of its JDL Technologies and Ecessa businesses on June 30, 2023, reporting these as discontinued operations[131] - A reverse stock split at a ratio of 1-for-15 was approved, reducing the number of shares outstanding from 108,546,773 to 7,235,731[133] CVR Liability - The CVR liability as of June 30, 2024, was estimated at $1,198,212, representing the estimated fair value of legacy CSI assets to be distributed to CVR holders[150]

Group 1 - Pineapple Energy Inc. has successfully completed its first round of capital fundraising, focusing on sustainable solar energy and backup power for households and small businesses [1] - The company aims to grow local and regional solar, storage, and energy services companies nationwide, emphasizing grassroots growth of solar electricity paired with battery storage [2] - Pineapple's portfolio includes brands such as SUNation Energy, Hawaii Energy Connection, and E-Gear, offering end-to-end products in solar, battery storage, and grid services [2] Group 2 - Conduit Capital's collaboration with MBB Energy can provide Pineapple over $1 million, with the first tranche of the new loan funded on July 23, 2024 [4] - The funding is intended to address Pineapple's short-term needs and is part of a strategy to reimagine, restructure, recapitalize, and rebuild shareholder equity [7] - Conduit Capital aims to activate capital at scale to prove the financial viability of impact investment strategies, contributing to a sustainable future [3][6]

Core Insights - SUNation has been recognized as the number one solar + storage installer in New York by Solar Power World, having installed five times the battery storage capacity compared to local peers in 2023 [1][3] - The company is committed to helping New York State reduce its energy-related carbon footprint, as stated by the Interim CEO of Pineapple Energy [2] - SUNation's battery installations are trending upward in 2024, indicating the growing importance of battery storage in the renewable energy landscape [4][6] Company Overview - Pineapple Energy focuses on growing local and regional solar, storage, and energy services companies across the nation, aiming to facilitate the energy transition through grassroots solar and battery storage growth [5] - SUNation Energy has been trusted by over 9,000 customers since 2003, providing a comprehensive range of sustainable energy solutions including solar installation, battery storage, and EV charging [6] Industry Context - The solar market is experiencing growth in project size and complexity, making the achievements of top installation companies particularly noteworthy [3] - The recognition of SUNation in the Top Solar Contractors List serves as a benchmark for assessing the strength of individual companies in their local markets [3]

Core Points - Pineapple Energy Inc. has regained compliance with NASDAQ's bid price requirement, which mandates that companies maintain a stock price above $1.00 [5][6] - The management team, led by interim CEO Scott Maskin, emphasizes transparency and communication in their strategies to restore shareholder equity [2][6] - The company focuses on expanding its portfolio in the solar energy sector, offering comprehensive solutions in solar electricity, battery storage, and grid services for residential and commercial customers [3] Compliance and Management - Compliance with the bid price rule is a key priority for Pineapple's management [6] - The company has actively worked to demonstrate its value and commitment to shareholders [6] Business Focus - Pineapple aims to lead the energy transition by promoting grassroots growth in solar energy and battery storage [3] - The company operates under several brands, including SUNation Energy, Hawaii Energy Connection, and E-Gear, targeting both residential and commercial markets [3]

Core Insights - Pineapple Energy Inc. has engaged Conduit Capital for structural support, staffing, and capital raising activities [1][2] - The partnership aims to enhance Pineapple's operational capabilities and includes the addition of experienced professionals [2][4] - Eric Ingvaldson, the Chief Financial Officer, has resigned, with his last day being August 30, 2024 [3] Company Developments - Conduit Capital will provide key talent with industry-specific experience to support Pineapple's management team [2][4] - New members will join Pineapple's Board of Directors to replace resigning members [5][6] - Kevin O'Connor and Henry B. Howard will take on significant roles within the Board, with Howard chairing the Compensation Committee and O'Connor chairing the Audit Committee [6] Strategic Vision - Pineapple Energy focuses on expanding solar, storage, and energy services across the U.S., aiming to facilitate the energy transition through grassroots growth [7] - The company operates under various brands, including SUNation Energy and Hawaii Energy Connection, offering comprehensive solutions in solar and battery storage [7] Conduit Capital Overview - Conduit Capital specializes in connecting companies with mission-aligned investors and has a history of successful capital raises and corporate restructuring [2][8] - The firm aims to catalyze impactful investments that contribute to a sustainable future [9]

Core Points - Pineapple Energy Inc. is urging shareholders to vote their shares before the deadline of July 19, 2024, to meet quorum requirements for the annual shareholder vote [1][2] - The annual shareholder vote held on July 1, 2024, saw a voter participation of 45.6%, with 49,447,703 shares voted [2] - The meeting was adjourned and rescheduled for July 19, 2024, with interim CEO Scott Maskin noting a positive response to all proxy vote items [3][4] Company Overview - Pineapple Energy focuses on providing sustainable solar energy and backup power solutions for households and small businesses, aiming to facilitate the energy transition through grassroots growth [5] - The company operates under various brands, including SUNation Energy, Hawaii Energy Connection, and E-Gear, offering a comprehensive range of solar, battery storage, and grid services [5] - SUNation Energy, a subsidiary of Pineapple, has been recognized for its high-quality installations and customer service, serving over 9,000 clients since 2003 [6]