Core Viewpoint - Zeo Energy has completed the acquisition of substantially all assets of Lumio Holdings, positioning itself for enhanced market presence and expansion in the residential solar industry [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 [5]. - The company aims to reduce energy costs for customers while promoting sustainability through its vertically integrated offerings [5]. Acquisition Details - The acquisition of Lumio's assets was approved by the U.S. Bankruptcy Court on November 1, 2024, following Lumio's Chapter 11 filing on September 3, 2024 [2]. - This transaction is expected to allow Zeo Energy to expand its scale and market presence, enabling growth at above-industry rates in 2025 and beyond [3]. Strategic Plans - Zeo Energy plans to complete solar installations under agreements made by Lumio for its customers and financing partners [3]. - The company intends to integrate Lumio's sales representatives into its platform to accelerate growth [3].

Financial Performance - Total revenue for Q2 2024 was $14.7 million, a 51% decrease from $30.1 million in Q2 2023, primarily due to higher interest rates affecting residential solar direct sales[8] - Gross profit for Q2 2024 decreased to $4.4 million (29.8% of total revenue) from $5.6 million (18.7% of total revenue) in Q2 2023, driven by decreased sales but improved operational efficiencies[9] - Net loss for Q2 2024 was $1.3 million (8.8% of total revenue), compared to net income of $0.8 million (2.7% of total revenue) in Q2 2023, largely due to stock compensation expenses[10] - Adjusted EBITDA for Q2 2024 was $0.7 million (4.6% of total revenue), down from approximately $1.3 million (4.4% of total revenue) in Q2 2023, primarily due to decreased gross profit[11] - Total revenue for the first six months of 2024 was $34.6 million, a 29% decrease from $48.8 million in the same period of 2023, attributed to higher interest rates[4] - Gross profit for the first six months of 2024 decreased to $6.0 million (17.3% of total revenue) from $8.6 million (17.7% of total revenue) in the same period of 2023[5] - Net loss for the first six months of 2024 was $3.2 million (9.2% of total revenue), compared to net income of $2.4 million (4.9% of total revenue) in the same period of 2023[6] - Net loss for 2024 was $3,181,873 compared to a net income of $2,400,187 in 2023[24] Strategic Initiatives - The company plans to reignite sales efforts and pursue strategic M&A opportunities as market conditions improve[3] - The recent launch into Ohio and Illinois markets has yielded encouraging initial results, with plans to build on this progress[2] - The appointment of Cannon Holbrook as Chief Financial Officer is expected to enhance the company's strategic capabilities[2] Assets and Liabilities - Total current assets increased to $17,895,800 as of June 30, 2024, from $16,233,331 as of December 31, 2023, reflecting a growth of approximately 10.2%[21] - Total liabilities decreased to $12,205,927 as of June 30, 2024, down from $17,540,167 as of December 31, 2023, a decline of about 30.6%[21] - Cash and cash equivalents decreased to $5,342,120 as of June 30, 2024, from $8,022,306 as of December 31, 2023, a drop of approximately 33.4%[21] - Accounts receivable increased to $7,207,854 as of June 30, 2024, compared to $2,905,205 as of December 31, 2023, an increase of about 147.5%[21] - The total stockholders' equity as of June 30, 2024, was $(51,117,913), a significant decrease from $30,591,065 as of December 31, 2023[21] Cash Flow and Financing - Net cash used in operating activities was $12,338,008, a significant decrease from cash provided of $1,849,251 in 2023[24] - Cash and cash equivalents at the end of the period were $5,342,120, down from $8,022,306 at the beginning of the period[24] - Proceeds from the issuance of convertible preferred stock amounted to $10,277,275, with no such proceeds reported in 2023[24] - Total preferred dividends paid were $8,224,091, with no preferred dividends reported in the previous year[24] - Net cash provided by financing activities was $9,988,651, compared to $79,986 in the previous year[24] Expenses - Operating costs and expenses totaled $16,907,397 for the six months ended June 30, 2024, compared to $29,250,949 in 2023, a reduction of about 42.2%[23] - Depreciation and amortization expenses were $919,542, slightly down from $922,165 in 2023[24] - Cash paid for interest was $70,284, up from $37,851 in 2023[24] Non-Cash Transactions - Non-cash transactions included $3,269,039 in transaction costs and $2,478,480 in Class A common stock issued to vendors[24] - The company recorded a change in the fair value of warrant liabilities amounting to $828,000 for the six months ended June 30, 2024[23]

Business Focus and Strategy - Zeo Energy Corp. is focused on accelerating the transition to renewable energy, providing residential solar energy systems and related services in Florida, Texas, Arkansas, and Missouri[160]. - The company has a capital-light business strategy, relying on drop-shipped equipment to minimize inventory[163]. - The company intends to expand its product offerings and services in residential markets across additional states to drive future revenue growth[194]. - The company plans to expand its workforce by hiring and training more skilled technicians to ensure high standards for quality and safety[165]. - The company plans to double its in-house sales force and external sales dealers in 2024 to target new customers in the Southern U.S. regional residential markets[196]. Sales and Revenue Performance - Revenue decreased by approximately $15.4 million, from $30.1 million in Q2 2023 to $14.7 million in Q2 2024, representing a decline of 51.1%[212]. - Revenue decreased by approximately $14.2 million, or 29.2%, from $48.8 million in the six months ended June 30, 2023 to $34.6 million in the same period of 2024[220]. - Most sales were generated in Florida and Ohio, with plans to enter new markets where solar penetration is below 7% of the addressable residential market[165]. - The company has sold over $2.1 million in roofing replacements in 2024 to facilitate solar installations and plans to expand its roofing business in future markets[195]. Financial Metrics - Adjusted EBITDA for Q2 2024 was $679,000, compared to $1.3 million in Q2 2023, reflecting a margin of 4.6%[189]. - Adjusted EBITDA for the six months ended June 30, 2024 was $(3,033,683), compared to $3,364,064 for the same period in 2023[241]. - Adjusted EBITDA margin for the six months ended June 30, 2024 was (8.8)%, compared to 6.9% for the same period in 2023[244]. - Gross profit for Q2 2024 was $3.9 million, with a gross margin of 26.7%, up from 17.1% in Q2 2023[189]. Costs and Expenses - Cost of goods sold decreased by $14.1 million, improving as a percentage of revenue to 70% in 2024 from 81% in 2023[214]. - Cost of goods sold decreased by $11.6 million, or 29.5%, maintaining a consistent percentage of revenue at 80%[222]. - General and administrative expenses increased by $2.1 million, from $3.8 million in Q2 2023 to $5.9 million in Q2 2024, primarily due to $2.4 million in stock compensation recognized in 2024[216]. - General and administrative expenses increased by $4.4 million, or 86.0%, from $5.2 million to $9.6 million, primarily due to increased stock compensation and headcount[223]. - Sales and marketing expenses decreased by $0.7 million, or 67.9%, from $1.0 million to $0.3 million, reflecting reduced support for fewer sales personnel[224]. Cash Flow and Financing - Net cash used in operating activities was approximately $12.3 million for the six months ended June 30, 2024, compared to net cash provided of approximately $1.8 million in the same period of 2023, a decrease of $14.2 million[233]. - Net cash provided by financing activities was approximately $10.0 million for the six months ended June 30, 2024, primarily from the issuance of convertible preferred stock[235]. - As of June 30, 2024, cash and cash equivalents were approximately $5.3 million, down from $8.0 million as of December 31, 2023[228]. - Interest rate increases have resulted in higher monthly costs for customers, slowing financing-related sales of solar systems[198]. Business Combination and Ownership - Following the Business Combination, the Primary Sellers own 83.8% of the equity of the company, retaining majority control[181]. - The Business Combination was accounted for as a reverse recapitalization, treating ESGEN as the acquired company[176]. - The Class A Common Stock and public warrants are traded on Nasdaq under the ticker symbols "ZEO" and "ZEOWW" respectively[175]. Impairment and Fair Value - Goodwill is recognized as the excess of acquisition-date consideration over the net identifiable assets acquired[248]. - The company conducts annual goodwill impairment tests on December 31, with no impairment recorded for the three months ended June 30, 2024 and 2023[249]. - Intangible assets, including tradenames and customer lists, are amortized on a straight-line basis over their estimated useful life[250]. - No impairment charges for intangible assets were recorded for the three months ended June 30, 2024 and 2023[251]. - Fair value determinations for business combinations are based on estimated fair values at acquisition date, using income and market approaches[247].

As filed with the Securities and Exchange Commission on May 23, 2024 Registration No. 333-278769 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) ________________________ | Delaware | 4931 | 001-40927 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Indust ...

As filed with the Securities and Exchange Commission on May 23, 2024 Registration No. 333-278769 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) ________________________ | Delaware | 4931 | 001-40927 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Indust ...

Business Overview - Zeo Energy Corp. aims to expedite the transition to renewable energy by providing affordable solar energy systems and related services across Florida, Texas, Arkansas, and Missouri[80]. - The company plans to enter new markets selectively where favorable net metering policies exist[80]. - Future revenue growth is dependent on expanding product offerings and services in underserved residential markets in Florida, Texas, Arkansas, and Missouri[86]. Sales and Marketing - As of March 31, 2024, the company has approximately 337 sales agents and 15 independent sales dealers, contributing to a growing sales pipeline[80]. - Most sales were generated in Florida, with the remainder from Texas, Arkansas, and Missouri, focusing on markets with solar penetration below 7%[80]. - The company has launched a leasing program for residential solar energy systems, catering to homeowners in a higher interest rate environment[80]. - The company intends to increase its in-house sales force and external sales dealers in 2024 to target new customers in the Southern U.S. regional residential markets[88]. Financial Performance - Revenue for the three months ended March 31, 2024, was $19.49 million, a 4.0% increase from $18.73 million in the same period of 2023[87]. - Gross profit decreased to $1.84 million with a gross margin of 9.5%, down from $3.49 million and 18.6% in the prior year[87]. - Adjusted EBITDA for the first quarter of 2024 was $(1.15) million, compared to $2.05 million in the same period of 2023, reflecting a significant decline in performance[87]. - Adjusted EBITDA for Q1 2024 was $(1,151,374), a decrease from $2,046,082 in Q1 2023, indicating a negative margin of (5.9%) compared to a positive margin of 10.9% in the prior year[100][101]. Cost and Expenses - Cost of goods sold increased by $2.37 million to $17.18 million, representing 88.2% of revenue, up from 79.1% in the prior year[94]. - General and administrative expenses rose by 151.5% to $3.34 million, primarily due to increased personnel-related costs[92]. - General and administrative expenses rose by $5.1 million, from $1.3 million in Q1 2023 to $6.4 million in Q1 2024, primarily due to investments in customer support and technology[96]. - Interest expense increased by 138.4% to $(37,054), reflecting higher borrowing costs[92]. - The company is facing inflationary pressures, particularly in labor and raw material costs, which may impact operating margins[88]. Cash Flow and Financing - Net cash used in operating activities was approximately $10.2 million in Q1 2024, compared to a net cash provided of approximately $1.6 million in Q1 2023, reflecting a decrease of $11.7 million[97]. - Net cash provided by financing activities increased significantly to approximately $10.1 million in Q1 2024 from $0.2 million in Q1 2023, primarily due to cash acquired from the Business Combination[98]. - The company anticipates potential additional capital needs through debt or equity financing if proceeds from the Business Combination are insufficient[96]. - The company has $3.0 million payable for professional services related to the business combination, to be paid over the next six quarters[98]. Operational Developments - The company has increased its installation capacity by investing in new equipment and technology to meet growing demand[80]. - The company has expanded its workforce by hiring and training skilled technicians to ensure high standards for quality and safety[80]. - The company plans to expand its roofing business, having sold over $1.3 million in roofing replacements in 2024 to support solar installations[86]. - Depreciation and amortization increased from $432,599 for the three months ended March 31, 2023 to $462,701 for the same period in 2024, attributed to an increase in the vehicle fleet[96]. Business Combination - Following the Business Combination, the Primary Sellers own 83.8% of the equity of the company, retaining majority control[82]. - The Business Combination was accounted for as a reverse recapitalization, with ESGEN treated as the acquired company[85]. - There was no goodwill impairment recorded for the three months ended March 31, 2024 and 2023[104].

Financial Performance - Total revenue for Q1 2024 increased by 4% to $19.5 million compared to $18.7 million in Q1 2023[1] - Gross profit decreased by 47% to $1.8 million, representing 9.5% of net revenue, down from 18.6% in the prior year[5] - Net loss for the quarter was $1.7 million, compared to net income of approximately $1.6 million in Q1 2023, marking a significant decline[6] - Adjusted EBITDA resulted in a loss of $1.2 million, down from a profit of approximately $2.0 million in the same period last year[7] - Related party revenue for Q1 2024 was $8,812,769, compared to $0 in Q1 2023[17] - Net loss for Q1 2024 was $1,699,200, compared to a net income of $1,602,939 in Q1 2023[17] - The company reported a basic and diluted net loss per common unit of $1.20 for Q1 2024[17] Expenses and Cash Flow - Operating expenses increased to $21,102,265 in Q1 2024, up from $17,118,006 in Q1 2023, representing a 23.1% rise[17] - Cash used in operating activities for Q1 2024 was $10,153,821, a significant decrease from cash provided of $1,589,777 in Q1 2023[18] - Cash and cash equivalents at the end of Q1 2024 were $7,731,124, down from $3,418,889 at the end of Q1 2023[18] - The company experienced a net cash decrease of $291,182 in Q1 2024, contrasting with an increase of $1,150,583 in Q1 2023[18] - Proceeds from the issuance of convertible preferred stock in Q1 2024 amounted to $10,277,275[18] - Depreciation and amortization expenses for Q1 2024 were $462,701, compared to $432,599 in Q1 2023[17] Merger and Expansion - Merger transaction expenses totaled $11.7 million related to the business combination with ESGEN Acquisition Corp.[1] - Preferred equity of $15.0 million was provided by Energy Spectrum to cover merger expenses and support ongoing operations[1] - The company expanded its sales and installation capacity into Ohio and Illinois during Q1 2024[1] Future Outlook - Management anticipates more favorable equipment pricing and stable or declining interest rates throughout the year[3] - The company expects profitability to return to historical growth levels in the remaining quarters of 2024[3] - Total assets increased to $51.6 million as of March 31, 2024, compared to $48.0 million at the end of 2023[15] - Total revenue for Q1 2024 was $19,488,190, a 4.05% increase from $18,731,489 in Q1 2023[17]

As filed with the Securities and Exchange Commission on April 17, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) ________________________ Delaware 4931 001-40927 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

As filed with the Securities and Exchange Commission on April 17, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) ________________________ Delaware 4931 001-40927 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40927 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) | --- | --- | |-------------------------------------------------- ...