Core Viewpoint - Pomerantz LLP is investigating claims of potential securities fraud or unlawful business practices involving Zeo Energy Corp and its officers or directors [1] Group 1: Company Compliance Issues - On May 29, 2025, Zeo announced it received a notice from Nasdaq regarding non-compliance with periodic filing requirements due to the failure to file its Quarterly Report on Form 10-Q by the due date of May 15, 2025 [2] - Following this announcement, Zeo's stock price decreased by $0.34 per share, representing a decline of 9.91%, closing at $3.09 per share on May 30, 2025 [2] Group 2: Legal Context - Pomerantz LLP is recognized as a leading firm in corporate, securities, and antitrust class litigation, with a history of fighting for victims of securities fraud and corporate misconduct [3]

Core Viewpoint - Pomerantz LLP is investigating potential securities fraud or unlawful business practices involving Zeo Energy Corp and its officers or directors [1] Group 1: Company Compliance Issues - On May 29, 2025, Zeo announced it received a notice from Nasdaq regarding non-compliance with periodic filing requirements due to the failure to file its Quarterly Report on Form 10-Q for the three months ended March 31, 2025 by the due date of May 15, 2025 [3] - Following this announcement, Zeo's stock price decreased by $0.34 per share, representing a 9.91% decline, closing at $3.09 per share on May 30, 2025 [3] Group 2: Legal Context - Pomerantz LLP is recognized as a leading firm in corporate, securities, and antitrust class litigation, with a history of fighting for victims of securities fraud and corporate misconduct [4]

Core Points - Zeo Energy Corp. received a notice from Nasdaq on May 22, 2025, indicating non-compliance with periodic filing requirements due to the late submission of its Quarterly Report on Form 10-Q for the three months ended March 31, 2025, which was due by May 15, 2025 [1] - The company had previously received a deficiency notice for failing to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was subsequently filed on May 28, 2025 [2] - Nasdaq has allowed the company until June 16, 2025, to submit a plan to regain compliance, with a potential extension until October 13, 2025, if the plan is accepted [3] Company Overview - Zeo Energy Corp. is a Florida-based provider of residential solar, distributed energy, and energy efficiency solutions, focusing on high-growth markets with limited competition [5]

Core Viewpoint - Zeo Energy Corp. is acquiring Heliogen, aiming to integrate Heliogen's advanced clean storage solutions with Zeo's solar energy platform, creating a comprehensive clean energy platform for various market segments [1][2][3] Company Overview - Zeo Energy Corp. is a Florida-based provider of residential solar and energy efficiency solutions, focusing on high-growth markets with limited competition [10] - Heliogen, a renewable energy technology company, specializes in delivering cost-effective, low-carbon energy production solutions [11] Transaction Details - The merger will be an all-stock transaction, with Heliogen's securityholders receiving shares of Zeo's Class A common stock valued at approximately $10 million, based on a share price of $1.5859 [7][8] - The transaction is expected to close in the third quarter of 2025, pending customary closing conditions and stockholder approvals [8] Strategic Rationale - The merger aims to combine Zeo's residential solar footprint with Heliogen's long-duration energy storage expertise, addressing power quality and energy capacity issues for data centers [6] - The transaction is expected to streamline costs, reduce corporate overhead, and enhance the balance sheet through Heliogen's liquidity [6] Management Commentary - Zeo's CEO emphasized the acquisition's potential to accelerate their vision of serving a broad range of energy consumers, from residential to industrial applications [3] - Heliogen's CEO highlighted the opportunity for stockholders to participate in the growth potential of the combined company [3] Market Reach and Growth Opportunities - The merger is positioned to capitalize on the increasing demand for resilient, cost-effective, low-carbon energy infrastructure, supported by favorable long-term trends [6] - Zeo's financing arm has provided over $44 million in clean energy tax equity financing, which can support future projects [6]

Business Combination and Corporate Changes - Following the Business Combination on March 13, 2024, the company changed its name from "ESGEN Acquisition Corporation" to "Zeo Energy Corp."[361] - The Business Combination was accounted for as a reverse recapitalization, with Sunergy being treated as the accounting acquirer[367]. - The primary sellers retained 83.8% ownership of the company immediately following the Business Combination, ensuring no change in control[372]. Financial Performance - Revenue decreased by approximately $36.4 million, from $109.7 million in 2023 to $73.2 million in 2024, a decline of 33.2%[400]. - Gross profit decreased from $49.8 million in 2023 to $34.4 million in 2024, resulting in a gross margin increase from 45.4% to 47.0%[378]. - Adjusted EBITDA decreased from $6.98 million in 2023 to $1.96 million in 2024, with the adjusted EBITDA margin dropping from 6.4% to 2.7%[378]. - Contribution profit decreased from $19.7 million in 2023 to $14.6 million in 2024, with the contribution margin increasing from 18.0% to 19.9%[378]. - Cost of goods sold decreased by $21.4 million, from $59.4 million in 2023 to $38.0 million in 2024, maintaining a cost of goods sold percentage of 52.4%[401]. - General and administrative expenses increased by $8.7 million, from $12.9 million in 2023 to $21.6 million in 2024, primarily due to stock compensation expenses[404]. - Sales and marketing expenses decreased by $10.7 million, from $30.3 million in 2023 to $19.6 million in 2024, attributed to reduced commissions from lower revenue[403]. - Total revenue for 2024 was $73.2 million, down from $109.7 million in 2023, reflecting a decline in overall sales[419]. Cash Flow and Financial Position - As of December 31, 2024, cash and cash equivalents were approximately $5.6 million, down from $8.0 million in 2023[407]. - Net cash used in operating activities was approximately $8.7 million in 2024, a decrease of $20.7 million compared to a net cash provided of approximately $12.0 million in 2023[412]. - Net cash provided by financing activities was approximately $13.7 million in 2024, a significant increase of $18.9 million compared to a net cash used of $5.2 million in 2023[414]. - The company incurred approximately $7.4 million in net cash used in investing activities in 2024, compared to $1.0 million in 2023, primarily due to asset purchases[413]. - The company cannot assure that its cash and cash equivalents will be sufficient for its business needs over the next twelve months, indicating potential future financing requirements[410]. Sales and Market Strategy - The company has approximately 290 sales agents and 22 independent sales dealers as of December 31, 2024, focusing on a capital-light business strategy[358]. - The majority of sales in 2023 were generated in Florida, with a significant split between Florida and Ohio in 2024, indicating a focus on operational efficiency due to revenue decreases[359]. - The company aims to expand into new markets with favorable net metering policies and cost incentives, enhancing its customer base[359]. - The company plans to expand its residential sales into new markets, currently operating in eight states and servicing customers in 16 states[384]. - The company intends to expand its roofing business alongside solar installations to improve processing times and customer financing options[385]. - Revenues from lease arrangements accounted for 64% of sales in 2024, up from 21% in 2023, indicating a significant shift in customer financing preferences[412]. Operational Developments - The company has built a scalable regional operating platform to support rapid sales and installation growth through a multi-channel marketing approach[356]. - The company entered into a Promissory Note for $2.4 million in December 2024 to fund the creation of a year-round sales team[409]. - The company has approximately $3.6 million in trade-credit with solar equipment distributors and $2.4 million in a convertible promissory note with a related party[415].

Financial Performance - Total revenue for 2024 was $73.2 million, a 33.2% decrease from $109.7 million in 2023 due to higher interest rates impacting residential solar sales[7] - Adjusted EBITDA for 2024 was $2.0 million, down from $7.0 million in 2023, representing 2.7% of total revenue compared to 6.4% in the prior year[12][15] - Gross profit for 2024 decreased to $34.4 million (47.0% of total revenue) from $49.8 million (45.4% of total revenue) in 2023, driven by lower sales but improved operational efficiencies[7] - The company reported a net loss of $9.9 million in 2024, compared to net income of $4.8 million in 2023, primarily due to stock compensation and increased costs[12] - In Q4 2024, total revenue was $18.6 million, an 18.9% decrease from $23.0 million in Q4 2023, again attributed to higher interest rates[12] - Q4 2024 adjusted EBITDA increased to $3.1 million (16.8% of total revenue) from approximately $(0.9) million in Q4 2023, mainly due to a significant change in depreciation and amortization[12][15] - Total revenue for the year ended December 31, 2024, was $73,244,083, a decrease of 33.3% compared to $109,691,001 in 2023[22] - Net loss for the year ended December 31, 2024, was $9,872,358, compared to a net income of $4,845,069 in 2023[22] - The company reported a basic and diluted net loss per common unit of $(0.48) for the year ended December 31, 2024[22] Cash Flow and Assets - Cash and cash equivalents decreased to $5,634,115 as of December 31, 2024, from $8,022,306 in 2023, representing a decline of 29.6%[24] - Total assets increased to $60,976,116 as of December 31, 2024, up from $48,086,119 in 2023, reflecting a growth of 26.8%[20] - Total liabilities rose to $18,063,424 as of December 31, 2024, compared to $17,463,600 in 2023, an increase of 3.4%[20] - Cash flows used in operating activities for the year ended December 31, 2024, were $(8,716,717), compared to $11,977,134 in 2023[24] Operating Expenses and Investments - Operating expenses for the year ended December 31, 2024, totaled $84,073,855, down from $104,551,674 in 2023, a decrease of 19.6%[22] - The company made a significant investment of $3,000,000 in a related party during the year ended December 31, 2024[24] Related Party Revenue - Related party revenue for the year ended December 31, 2024, was $22,156,018, an increase of 43.3% from $15,464,852 in 2023[22] Non-Cash Transactions - Non-cash transactions related to operating lease liabilities amounted to $837.76 million[25] - Deferred equity issuance costs totaled $2.769039 billion[25] - Class A common stock issued to vendors reached $891.035 million[25] - Class A common stock issued to backstop investors was $156.946 million[25] - Preferred dividends amounted to $9.275795 million[25] Strategic Initiatives - The company completed the integration of Lumio's assets acquired in November 2024, as part of its market expansion strategy[6] - Zeo secured $4.0 million in December 2024 to develop a year-round sales force and expand market presence, aiming for growth in the second half of 2025[6] - The company achieved its sixth consecutive year of positive adjusted EBITDA, indicating a focus on operational efficiency[6] - Management expressed optimism for 2025, highlighting opportunities for acquiring renewable energy assets in a consolidating market[3]

Core Insights - Zeo Energy Corp. reported a challenging year in 2024 for the solar industry but remains optimistic about future opportunities and growth strategies [3][4] - The company aims to acquire renewable energy assets to enhance market share and has successfully integrated Lumio's assets acquired in November 2024 [3][7] Financial Performance - Total revenue for 2024 was $73.2 million, a 33.2% decrease from $109.7 million in 2023, primarily due to higher interest rates affecting residential solar sales [6][8] - The company reported a net loss of $9.9 million in 2024 compared to a net income of $4.8 million in 2023, largely due to stock compensation and increased operational costs [8][22] - Adjusted EBITDA for 2024 was $2.0 million, down from $7.0 million in 2023, reflecting the impact of the challenging market environment [8][22] Quarterly Highlights - In Q4 2024, total revenue was $18.6 million, an 18.9% decrease from $23.0 million in Q4 2023, attributed to the ongoing effects of higher interest rates [6][14] - Gross profit for Q4 2024 decreased to $11.2 million (60.1% of total revenue) from $12.7 million (55.1% of total revenue) in Q4 2023, driven by lower sales [14] - Adjusted EBITDA for Q4 2024 increased to $3.1 million (16.8% of total revenue) from approximately $(0.9) million in Q4 2023, indicating improved operational efficiencies [14][15] Operational Developments - The company completed the integration of Lumio's assets, which is part of its market expansion strategy [7] - Zeo secured $4.0 million in December 2024 to develop a year-round sales force, aiming to enhance its market presence and growth trajectory [7] Market Positioning - Zeo Energy focuses on high-growth markets with limited competitive saturation, utilizing a differentiated sales approach to serve customers seeking energy efficiency solutions [11]

Core Points - Zeo Energy Corp. received a notice from Nasdaq indicating non-compliance with periodic filing requirements due to the late submission of its Annual Report on Form 10-K for Fiscal Year 2024, which was due by March 31, 2025 [1][2] - The company has been given 60 calendar days to submit a plan to regain compliance, with a potential extension until October 13, 2025, if the plan is accepted [2] - Zeo Energy is actively working to complete its Fiscal Year 2024 10-K and expects to maintain compliance with SEC reporting obligations following timely submissions of subsequent filings [3] Company Overview - Zeo Energy Corp. is a Florida-based provider of residential solar, distributed energy, and energy efficiency solutions, focusing on high-growth markets with limited competition [4]

Business Operations and Expansion - The company's scalable regional operating platform includes 180 sales agents and 22 independent sales dealers as of September 30, 2024[190] - The company plans to enter new markets selectively where solar penetration is below 7% of the addressable residential market[191] - The company increased installation capacity by investing in new equipment and technology and expanded its workforce by hiring more skilled technicians[191] - The company's sales were primarily generated in Florida, with the remainder in Ohio, Texas, Arkansas, Missouri, and Illinois[191] - The company plans to expand its roofing business, which generated over $2.5 million in 2024, to all future markets[219] - The company intends to double its in-house sales force and external sales dealers in 2024 to target new customers in the Southern U.S. residential markets[220] Financial Performance and Metrics - Revenue, net decreased by $18.2 million (48.1%) in Q3 2024 compared to Q3 2023, primarily due to higher interest rates impacting consumer financing rates and reducing demand for solar products[236] - Gross margin improved to 48.8% in Q3 2024 from 45.8% in Q3 2023, driven by decreased material costs and labor efficiencies[237] - Adjusted EBITDA margin was (5.0%) in Q3 2024 compared to 11.9% in Q3 2023, reflecting operational challenges[212] - Cost of goods sold decreased by $10.7 million (52.2%) in Q3 2024, improving as a percentage of revenue from 55.0% to 51.2%[237] - General and administrative expenses increased by $2.8 million (66.2%) in Q3 2024 due to higher personnel-related costs and professional services[235] - Revenue decreased by $32.1 million (37.0%) for the nine months ended September 30, 2024, primarily due to higher interest rates affecting consumer financing and a shift in sales mix[242][243] - Cost of goods sold decreased by $18.4 million (37.4%) for the nine months ended September 30, 2024, consistent with the decrease in revenue[242][244] - General and administrative expenses increased by $6.2 million (63.6%) for the nine months ended September 30, 2024, primarily due to stock compensation and increased headcount[242][246] - Sales and marketing expenses decreased by $3.6 million (18.3%) for the nine months ended September 30, 2024, due to reduced support costs for fewer salespeople[242][247] - Contribution margin was 17.8% for the nine months ended September 30, 2024, compared to 20.0% in the same period in 2023[263] - Adjusted EBITDA margin reflects the company's Adjusted EBITDA as a percentage of revenues, though specific figures are not provided[264] - Net loss for the three months ended September 30, 2024 was $2.87 million, compared to a net income of $4.00 million in the same period in 2023[266] - Adjusted EBITDA for the three months ended September 30, 2024 was negative $979,845, compared to positive $4.52 million in the same period in 2023[266] - Net loss margin for the three months ended September 30, 2024 was -14.6%, compared to a net income margin of 10.6% in the same period in 2023[266] - Adjusted EBITDA margin for the three months ended September 30, 2024 was -5.0%, compared to 11.9% in the same period in 2023[266] - Stock compensation expense for the three months ended September 30, 2024 was $1.50 million, compared to $0 in the same period in 2023[266] - Depreciation and amortization expense for the three months ended September 30, 2024 was $499,876, compared to $521,289 in the same period in 2023[266] Cash Flow and Financing - Net cash used in operating activities was $12.2 million for the nine months ended September 30, 2024, compared to $5.8 million provided by operating activities in the same period in 2023[255][256] - Net cash provided by financing activities was $8.8 million for the nine months ended September 30, 2024, primarily from the issuance of convertible preferred stock[255][258] - The company's cash and cash equivalents decreased from $8.0 million as of December 31, 2023, to $4.3 million as of September 30, 2024[251] - The company has $2.5 million in trade-credit with solar equipment distributors and $0.9 million of debt on service trucks and vehicles[259] Acquisitions and Business Combinations - The company closed an Asset Purchase Agreement with Lumio Holdings, Inc. and Lumio HX, Inc., acquiring assets for $4 million in cash and 6,206,897 shares of Class A Common Stock[193] - The company's business combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded[202] - The company's Primary Sellers retained 83.8% ownership post-Business Combination, down from 98% prior[206] - The company's Sponsor purchased 1,500,000 Convertible OpCo Preferred Units for $15,000,000 in connection with the Business Combination[200] - The company's Class A Common Stock and public warrants are traded on Nasdaq under the ticker symbols "ZEO" and "ZEOWW"[201] Market and Economic Factors - Inflation has increased labor and component costs, particularly raw materials and supply chain constraints, though specific cost increases are unquantified[221] - Higher interest rates have slowed financing-related solar system sales by increasing monthly costs for customers[222] - The company's revenue growth depends on expanding into new residential markets with favorable incentives and net metering policies[218] Intangible Assets and Valuation - No goodwill impairment was recorded for the three and nine months ended September 30, 2024 and 2023[271] - No impairment charges were recorded for intangible assets for the three and nine months ended September 30, 2024 and 2023[273] - The company uses a combination of income and market approaches to estimate fair values in business combinations, which involves significant judgment and estimates[269] - Intangible assets are amortized on a straight-line basis over their estimated useful lives and are subject to annual impairment consideration[272] Solar Service Offerings and Financing - The company's core solar service offerings are financed through third-party long-term lenders, with most customers using affordable loans requiring minimal or no upfront capital[192]

Core Insights - Zeo Energy Corp. reported financial results for Q3 and the first nine months of 2024, highlighting a focus on profitability despite challenges in the solar industry [2][4] - The company experienced a significant revenue decline due to higher interest rates affecting residential solar sales, but managed to achieve some revenue growth quarter-over-quarter [6][7] - Zeo Energy's acquisition of Lumio's assets is part of a strategy to enhance geographic and strategic positioning, particularly in California [3][4] Financial Performance - Q3 2024 revenue was $19.7 million, a decrease of 48.1% from $37.9 million in Q3 2023 [6][7] - Total revenue for the first nine months of 2024 was $54.6 million, down 37.0% from $86.7 million in the same period of 2023 [7] - Gross profit for Q3 2024 decreased to $9.9 million (50.2% of total revenue) from $20.5 million (46.0% of total revenue) in Q3 2023, driven by lower sales but improved operational efficiencies [7][8] Profitability Metrics - The net loss for the first nine months of 2024 was $8.7 million (15.9% of total revenue), compared to a net income of $6.4 million (7.3% of total revenue) in the same period of 2023 [7] - Adjusted EBITDA for the first nine months of 2024 decreased to $(1.2) million (2.2% of total revenue) from approximately $7.9 million (9.1% of total revenue) in the comparable 2023 period [7][12] - The net loss for Q3 2024 was $2.9 million (14.7% of total revenue), compared to a net income of $4.0 million (10.6% of total revenue) in Q3 2023 [13][20] Strategic Outlook - The company is optimistic about its sales and recruitment efforts, expecting to grow at above-industry rates in 2025 and beyond [4][3] - Zeo Energy plans to continue identifying acquisition opportunities to bolster its market presence amid ongoing industry consolidation [3][4]