Tigo Energy(TYGO) - 2025 Q2 - Quarterly Report

FORM 10-Q Filing Information This section details the company's Quarterly Report on Form 10-Q filing, including its legal status and trading information Filing Details Tigo Energy, Inc. filed this Form 10-Q for Q2 2025, identifying as an Emerging Growth and Smaller Reporting Company - Tigo Energy, Inc. filed a Quarterly Report on Form 10-Q for the period ended June 30, 2025[2] Condensed Consolidated Balance Sheets (in thousands) | Attribute | Value | | :--- | :--- | | Registrant Name | Tigo Energy, Inc. | | State of Incorporation | Delaware | | IRS Employer Identification No. | 83-3583873 | | Principal Executive Offices | 983 University Avenue, Suite B, Los Gatos, California 95032 | | Telephone Number | (408) 402-0802 | | Trading Symbol | TYGO | | Exchange | The Nasdaq Stock Market LLC | | Filer Status | Emerging growth company, Non-accelerated filer, Smaller reporting company | | Common Stock Outstanding (as of July 31, 2025) | 65,740,057 shares | Cautionary Note Regarding Forward-Looking Statements This section warns that the report contains forward-looking statements subject to risks and uncertainties Nature of Forward-Looking Statements The report contains forward-looking statements, which are projections based on management's beliefs, not performance guarantees, subject to risks - The report contains forward-looking statements that are projections, forecasts, and not guarantees of performance, based on management's current expectations and subject to risks and uncertainties[5][6] Key Areas of Forward-Looking Statements and Risks Forward-looking statements address liquidity, financial projections, Nasdaq compliance, product development, market seasonality, and various operational risks - Forward-looking statements address the company's ability to meet liquidity requirements, including continuing as a going concern, projected financial information, Nasdaq listing compliance, product development, and managing risks associated with the solar industry's cyclical nature[7] - Other key areas include the ability to acquire and protect intellectual property, manage dependence on contract manufacturers (primarily in China and Thailand), respond to foreign currency fluctuations and trade barriers, enhance future operating results, and forecast demand accurately[7] - The company cautions that actual results may differ materially and adversely from forward-looking statements due to various risks, uncertainties, and assumptions, including those outlined in Part II, Item 1A, 'Risk Factors'[8] PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements (Unaudited) This section presents Tigo Energy, Inc.'s unaudited condensed consolidated financial statements and explanatory notes Condensed Consolidated Balance Sheets The balance sheet reflects increased liabilities from reclassified debt, resulting in negative working capital and decreased stockholders' equity Condensed Consolidated Balance Sheets (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $10,212 | $11,746 | | Marketable securities, short-term | $17,804 | $8,156 | | Accounts receivable, net | $10,395 | $7,976 | | Inventory | $18,927 | $21,997 | | Total current assets | $60,352 | $53,408 | | Total assets | $80,645 | $72,911 | | Accounts payable | $14,226 | $8,077 | | Short-term debt, net | $44,981 | — | | Total current liabilities | $68,002 | $17,108 | | Total liabilities | $78,953 | $64,526 | | Total stockholders' equity | $1,692 | $8,385 | - The company had negative net working capital of $7.7 million as of June 30, 2025, primarily due to the reclassification of the $50.0 million Convertible Promissory Note to current liabilities[15][37] Condensed Consolidated Statements of Operations and Comprehensive Loss Significant revenue growth and improved gross margin were reported, but the company continued to incur net losses, albeit reduced Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $24,055 | $12,701 | $42,894 | $22,503 | | Cost of revenue | $13,292 | $8,834 | $24,958 | $15,870 | | Gross profit | $10,763 | $3,867 | $17,936 | $6,633 | | Loss from operations | $(1,504) | $(8,403) | $(5,481) | $(17,491) | | Net loss | $(4,430) | $(11,321) | $(11,431) | $(22,827) | | Basic loss per common share | $(0.07) | $(0.19) | $(0.18) | $(0.38) | | Diluted loss per common share | $(0.07) | $(0.19) | $(0.18) | $(0.38) | - Net revenue increased by 89.4% for the three months ended June 30, 2025, and 90.6% for the six months ended June 30, 2025, compared to the respective prior periods[18][126][127][128] - Gross margin improved significantly to 44.7% for Q2 2025 (from 30.4% in Q2 2024) and 41.8% for YTD 2025 (from 29.5% in YTD 2024)[18][124] Condensed Consolidated Statements of Stockholders' Equity Stockholders' equity decreased to $1.692 million due to net loss, partially offset by stock-based compensation and ATM proceeds Condensed Consolidated Statements of Stockholders' Equity (in thousands) | Item | Balance at Dec 31, 2024 | Balance at June 30, 2025 | | :--- | :--- | :--- | | Common stock | $6 | $6 | | Additional paid-in capital | $146,903 | $151,646 | | Accumulated deficit | $(138,526) | $(149,957) | | Accumulated other comprehensive income (loss) | $2 | $(3) | | Total stockholders' equity | $8,385 | $1,692 | - Key changes in stockholders' equity for the six months ended June 30, 2025, include a net loss of $11.431 million, stock-based compensation expense of $3.876 million, and net proceeds from at-the-market offering of $0.773 million[19][24][86][161] Condensed Consolidated Statements of Cash Flows Operating activities generated positive cash flow, while investing activities used cash, and financing activities provided a modest inflow Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $7,242 | $(12,872) | | Net cash (used in) provided by investing activities | $(9,643) | $23,350 | | Net cash provided by financing activities | $867 | $260 | | Net (decrease) increase in cash and cash equivalents | $(1,534) | $10,738 | | Cash and cash equivalents at end of period | $10,212 | $15,143 | - Net cash provided by operating activities increased by $20.1 million, from a use of $12.872 million in 2024 to a provision of $7.242 million in 2025[24][164] - Net cash used in investing activities was $9.6 million in 2025, primarily due to the purchase of marketable securities, contrasting with a $23.4 million provision in 2024 from sales and maturities of marketable securities[24][165] Notes to Condensed Consolidated Financial Statements These notes detail business operations, accounting policies, financial instruments, and a critical going concern disclosure 1. Nature of Operations Tigo Energy provides global solar and energy storage solutions, continuing Legacy Tigo's operations after a May 2023 recapitalization - Tigo Energy, Inc. offers solar and energy storage solutions, including module level power electronics (MLPE), inverters, and battery storage systems, for utility, commercial, and residential solar arrays[29] - The company's operations are a continuation of Legacy Tigo, following a reverse recapitalization in May 2023 where Roth CH Acquisition IV Co. (ROCG) merged with Legacy Tigo[28][30] 2. Summary of Significant Accounting Policies This section details accounting policies and highlights substantial doubt about the company's going concern status due to liquidity and debt maturity - Management has determined that the company's current cash ($10.2 million), negative net working capital ($7.7 million), and the upcoming maturity of its $50.0 million Convertible Promissory Note in January 2026 raise substantial doubt about its ability to continue as a going concern[37][156][157] - The company is exploring refinancing or other transactions for the Convertible Promissory Note, but there's no assurance of successful implementation or sufficient liquidity[38][158] - The company is an emerging growth company and has elected to use the extended transition period for complying with new or revised accounting standards[40] 3. Net Loss Per Share Basic and diluted net loss per share are identical due to the company's net loss, making potential dilutive shares anti-dilutive Net Loss Per Share (in thousands, except share and per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(4,430) | $(11,321) | $(11,431) | $(22,827) | | Weighted-average shares outstanding (basic and diluted) | 62,290,411 | 60,363,680 | 61,977,574 | 59,874,991 | | Net loss per share (basic and diluted) | $(0.07) | $(0.19) | $(0.18) | $(0.38) | - Outstanding stock options, performance stock units, restricted stock units, and the Convertible Promissory Note, totaling 9,807,367 instruments as of June 30, 2025, were excluded from diluted EPS calculation as their inclusion would be anti-dilutive[48] 4. Fair Value of Financial Instruments Financial instruments are measured using a three-level hierarchy, with marketable securities as Level 2 and the Convertible Promissory Note as Level 3 Fair Value Measurement at Reporting Date (in thousands) | Asset Type | June 30, 2025 (Level 1) | June 30, 2025 (Level 2) | Dec 31, 2024 (Level 1) | Dec 31, 2024 (Level 2) | | :--- | :--- | :--- | :--- | :--- | | Money market accounts | $69 | — | $6,839 | — | | U.S. agency securities (cash equivalents) | — | $1,987 | — | $499 | | U.S. agency securities (marketable securities) | — | $17,804 | — | $6,138 | | Corporate bonds (marketable securities) | — | — | — | $2,018 | - As of June 30, 2025, the fair value of the Convertible Promissory Note was $45.7 million, with a carrying value of $45.0 million, estimated using Level 3 inputs[53] 5. Revenue Recognition Net revenue significantly increased in EMEA and Americas from MLPE and GO ESS products, while APAC revenue declined Net Revenue by Geographic Region (in thousands) | Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | EMEA | $18,259 | $6,998 | $29,811 | $12,787 | | Americas | $4,595 | $2,835 | $9,314 | $5,572 | | APAC | $1,201 | $2,868 | $3,769 | $4,144 | | Total net revenue | $24,055 | $12,701 | $42,894 | $22,503 | - EMEA net revenue increased by 160.9% (QoQ) and 133.1% (YoY), driven by MLPE and GO ESS products in Germany, Czech Republic, UK, Italy, and Poland[55][131][137] - Americas net revenue increased by 62.1% (QoQ) and 67.2% (YoY), primarily from MLPE, royalty revenue, and GO ESS in the U.S[55][137] Deferred Revenue (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Balance at beginning of period | $1,378 | $1,051 | $1,169 | $801 | | Deferral of revenue | $5,108 | $2,949 | $8,909 | $4,615 | | Recognition of unearned revenue | $(4,864) | $(3,021) | $(8,456) | $(4,437) | | Balance at end of period | $1,622 | $979 | $1,622 | $979 | Product Warranty Liability (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Balance at beginning of period | $7,324 | $5,479 | $5,798 | $5,632 | | Provision for warranty issued | $986 | $550 | $1,349 | $688 | | Changes in estimate | $(40) | $(177) | $1,240 | $(374) | | Settlements | $(143) | $(75) | $(260) | $(169) | | Balance at end of period | $8,127 | $5,777 | $8,127 | $5,777 | 6. Supplementary Balance Sheet and Geographic Information This note provides detailed breakdowns of inventory, property, equipment, and long-lived assets by geographic region Inventory, net (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Raw materials | $883 | $662 | | Finished goods | $18,044 | $21,335 | | Total inventory, net | $18,927 | $21,997 | Property and equipment, net (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Machinery and equipment | $6,404 | $6,051 | | Total property and equipment, gross | $7,651 | $7,577 | | Less: Accumulated depreciation | $5,114 | $4,765 | | Property and equipment, net | $2,537 | $2,812 | Long-lived assets by Geographic Region (in thousands) | Region | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | EMEA | $1,348 | $1,545 | | Americas | $2,031 | $719 | | APAC | $1,859 | $2,124 | | Total long-lived assets | $5,238 | $4,388 | - Long-lived assets in the U.S. increased significantly from 16.4% to 38.8% of total long-lived assets between December 31, 2024, and June 30, 2025[65] 7. Debt Debt primarily comprises a $50.0 million Convertible Promissory Note, reclassified as short-term, significantly impacting the going concern assessment Debt (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Convertible Promissory Note (principal) | $50,000 | $50,000 | | Short-term debt, net of unamortized debt discount and issuance costs | $44,981 | — | | Long-term debt, net of unamortized debt discount and issuance costs | — | $40,511 | - The $50.0 million Convertible Promissory Note, bearing 5.0% annual interest, matures on January 9, 2026, and was reclassified to current liabilities[66][67] - The note holder has options to convert the note into common stock or require cash redemption upon a change of control event[68] 8. Commitments and Contingencies The company has employment agreements and potential litigation, but no material losses were recorded, with indemnification agreements in place - The company has employment agreements with key personnel and may face litigation, but no material losses were recorded for legal claims during the three and six months ended June 30, 2025[71][72] - Indemnification agreements are in place for directors and executive officers, with the estimated fair value of any obligation deemed minimal[74][75] 9. Common and Preferred Stock The company has authorized common and preferred stock, with common shares reserved for future issuance and an active ATM Offering Program Common Stock Reserved for Future Issuance (as of June 30, 2025) | Item | Shares | | :--- | :--- | | Stock options issued and outstanding | 4,945,867 | | Restricted stock units issued and outstanding | 2,127,500 | | Performance stock units issued and outstanding | 1,760,048 | | Shares available for potential conversion of L1 Convertible Note | 5,305,861 | | Shares available for grant under 2023 Equity Incentive Plan | 2,759,187 | | Total | 16,898,463 | - Under the 2024 ATM Program, the company issued 987,209 shares for gross proceeds of approximately $1.1 million during the six months ended June 30, 2025, with $13.1 million remaining available[78][79][160][161] 10. Stock-Based Compensation The company recognized $3.876 million in stock-based compensation expense, with substantial unrecognized expense for unvested awards Total Stock-Based Compensation Expense (in thousands) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Cost of sales | $18 | $31 | $39 | $95 | | Research and development | $136 | $223 | $442 | $679 | | Sales and marketing | $801 | $341 | $1,204 | $1,171 | | General and administrative | $1,345 | $1,108 | $2,191 | $2,263 | | Total stock-based compensation | $2,300 | $1,703 | $3,876 | $4,208 | - As of June 30, 2025, unrecognized compensation expense for unvested stock options was $5.3 million (weighted-average period of 2.5 years), for RSUs was $4.5 million (1.4 years), and for PSUs was $1.1 million (1.6 years)[89][92][94] - An Option Exchange program in November 2024 resulted in the exchange of 725,028 eligible options for 181,107 Replacement Options, with no additional stock-based compensation expense recognized[87][88] 11. Leases The company leases office space and vehicles globally as operating leases, incurring $0.770 million in lease costs for H1 2025 Total Lease Cost (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Operating lease costs | $195 | $314 | $512 | $648 | | Variable lease costs | $135 | $148 | $258 | $240 | | Total lease cost | $330 | $462 | $770 | $888 | Lease Information (as of June 30, 2025) | Metric | Value | | :--- | :--- | | Weighted-average remaining lease term | 3.5 years | | Weighted-average discount rate | 6.5% | | Present value of lease liabilities | $2,902 thousand | 12. Goodwill and Intangible Assets Goodwill remained at $12.2 million, and intangible assets, mainly developed technology, had a net book value of $1.787 million - Goodwill balance remained at $12.2 million as of June 30, 2025, related to the acquisition of Tigo Energy AI Ltd (f/k/a Foresight Energy, Ltd. ('fSight'))[99] Intangible Assets (in thousands, except useful life) | Asset Class | Weighted Average Useful Life (Years) | Gross (June 30, 2025) | Accumulated Amortization (June 30, 2025) | Net Book Value (June 30, 2025) | | :--- | :--- | :--- | :--- | :--- | | Patents | 6.7 | $450 | $(172) | $278 | | Customer relationships | 10.0 | $170 | $(41) | $129 | | Developed technology | 10.0 | $1,820 | $(440) | $1,380 | | Total intangible assets | | $2,440 | $(653) | $1,787 | - Expected amortization expense for intangible assets is $0.135 million for the remainder of 2025 and $0.270 million for 2026[102] 13. Income Taxes Income tax expense increased due to a foreign tax settlement, with the effective tax rate affected by valuation allowances - Income tax expense increased by $0.1 million for the three months and $0.4 million for the six months ended June 30, 2025, primarily due to a $0.3 million discrete tax expense from the settlement of a foreign tax examination in Italy[103][154][155] - The company's effective tax rates differ from the 21% federal statutory rate mainly due to valuation allowances against deferred tax assets[103] - The company is evaluating the impact of the One Big Beautiful Bill Act (OBBB), enacted in July 2025, on income taxes and future financial statements[104] 14. Subsequent Events No subsequent events requiring adjustment or disclosure were identified up to the financial statement issuance date - No subsequent events requiring adjustment or disclosure were identified after the balance sheet date up to the issuance of the condensed consolidated financial statements[105] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operational results, key performance factors, and critical liquidity and going concern issues Overview Tigo Energy provides global smart hardware and software solutions for solar and energy storage, focusing on safety and efficiency - Tigo Energy's mission is to provide smart hardware and software solutions that enhance safety, increase energy yield, and lower operating costs for residential, commercial, and utility-scale solar systems[107] - The company operates globally, with product installations in over 100 countries, and primarily distributes products through distributors and solar installers[107] Key Factors that May Influence Future Results of Operations Future results are influenced by trade tariffs, supply chain, OBBB tax credit impacts, demand, macroeconomic conditions, and expansion strategies - Trade tariffs, particularly on MLPE products from Thailand (19% reciprocal import tariff) and GO ESS products from China (30% reciprocal import tariff), pose risks to sourcing flexibility, pricing, and demand[109][111] - The OBBB, enacted in July 2025, phases out the residential Investment Tax Credit (ITC) by December 31, 2025, and imposes new timing and domestic content requirements for commercial ITCs, potentially impacting eligibility and demand[113][114][115][117] - Demand for products has recovered since early 2024, especially in Europe and the U.S., driven by strengthening market conditions and increased market share[118] - The company plans to expand its presence in the U.S. residential market and internationally, particularly in EMEA, and continues to develop new offerings like GO Energy Storage Systems (GO ESS) and Predict+ service[120][121] Key Operating and Financial Metrics Management reviews net revenue, gross profit, gross margin, and net loss to evaluate business performance and make strategic decisions Key Operating and Financial Metrics (in thousands, except percentages) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $24,055 | $12,701 | $42,894 | $22,503 | | Gross profit | $10,763 | $3,867 | $17,936 | $6,633 | | Gross margin | 44.7% | 30.4% | 41.8% | 29.5% | | Loss from operations | $(1,504) | $(8,403) | $(5,481) | $(17,491) | | Net loss | $(4,430) | $(11,321) | $(11,431) | $(22,827) | Key Components and Comparison of Results of Operations This section analyzes changes in net revenue, cost of revenues, gross profit, operating expenses, and income tax expense Net Revenue Analysis Net revenue significantly increased due to strong MLPE and GO ESS product growth in EMEA and Americas, despite an APAC decline Net Revenue Growth (in thousands, except percentages) | Period | 2025 Net Revenue | 2024 Net Revenue | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | $24,055 | $12,701 | $11,354 | 89.4% | | Six Months Ended June 30 | $42,894 | $22,503 | $20,391 | 90.6% | - MLPE product line revenue increased by $8.7 million (73.2%) QoQ and $16.7 million (84.4%) YoY, attributed to market recovery and increased market acceptance[127][128] - GO ESS product line revenue increased by $1.7 million (325.7%) QoQ and $2.4 million (127.1%) YoY, primarily due to increased promotional activities[127][128] - EMEA net revenue surged by 160.9% QoQ and 133.1% YoY, driven by MLPE demand in Germany, Czech Republic, UK, Italy, and Poland, and GO ESS sales in Italy[130][131][137] - APAC net revenue decreased by 58.1% QoQ and 9.0% YoY, mainly due to lower MLPE demand in China, Thailand, Singapore, Philippines, and Australia[130][137] Cost of Revenues and Gross Profit Analysis Cost of revenues increased with higher revenue, but gross profit and margin improved significantly due to sales of previously impaired inventory Cost of Revenues and Gross Profit (in thousands, except percentages) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Cost of revenue | $13,292 | $8,834 | $24,958 | $15,870 | | Gross profit | $10,763 | $3,867 | $17,936 | $6,633 | | Gross margin | 44.7% | 30.4% | 41.8% | 29.5% | - Gross margin increased by 14.3 percentage points QoQ and 12.3 percentage points YoY, primarily driven by the sale of previously reserved GO ESS inventory at higher margins[136][139] - Cost of revenues increased due to higher net revenue and increased product warranty expense, partially offset by sales of previously impaired GO ESS inventory[135][138] Operating Expenses Analysis R&D expenses decreased, S&M increased QoQ but decreased YoY, and G&A slightly increased due to executive incentive accruals Operating Expenses (in thousands, except percentages) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $2,267 | $2,704 | $4,431 | $5,175 | | Sales and marketing | $4,412 | $4,055 | $8,328 | $8,658 | | General and administrative | $5,588 | $5,511 | $10,658 | $10,291 | - R&D expense decreased by 16.2% QoQ and 14.4% YoY, primarily due to reduced payroll expense from workforce reductions in April 2024[141][142] - Sales and marketing expense increased by 8.8% QoQ due to higher professional fees and sales commissions, but decreased by 3.8% YoY due to lower headcount[145][146] - G&A expense increased by 3.6% YoY, mainly due to accruals for annual executive short-term incentive compensation, partially offset by decreased insurance expense[149] Other Expenses, Net and Income Tax Expense Analysis Interest expense remained stable, but income tax expense significantly increased due to a foreign tax examination settlement Other Expenses (Income), Net (in thousands, except percentages) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Change in fair value of contingent shares liability | — | $41 | — | $(155) | | Interest expense | $2,868 | $2,862 | $5,739 | $5,688 | | Other income, net | $(100) | $(1) | $(243) | $(213) | | Total other expenses, net | $2,768 | $2,902 | $5,496 | $5,320 | Income Tax Expense (in thousands, except percentages) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Income tax expense | $158 | $16 | $454 | $16 | - Income tax expense increased by $0.4 million for the six months ended June 30, 2025, primarily due to a $0.3 million settlement of a foreign tax examination in Italy[103][155] Liquidity, Going Concern and Capital Resources Substantial doubt exists about the company's going concern ability due to negative working capital and the $50.0 million Convertible Promissory Note maturity - As of June 30, 2025, the company had $28.0 million in cash and marketable securities but negative working capital of $7.7 million[156] - Substantial doubt exists about the company's ability to continue as a going concern due to the $50.0 million Convertible Promissory Note maturing on January 9, 2026, and insufficient current liquidity to repay it[157][162] - Management is exploring refinancing or other payment options for the Convertible Promissory Note, but cannot assure successful implementation or sufficient liquidity, which could dilute current stockholders[158][162] - The 2024 ATM Program generated approximately $1.1 million in gross proceeds during the six months ended June 30, 2025, with $13.1 million remaining available[160][161] Cash Flows Operating activities provided $7.2 million, investing activities used $9.6 million, and financing activities provided $0.9 million Summary of Cash Flows (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $7,242 | $(12,872) | | Net cash (used in) provided by investing activities | $(9,643) | $23,350 | | Net cash provided by financing activities | $867 | $260 | | Net (decrease) increase in cash and cash equivalents | $(1,534) | $10,738 | - Cash provided by operating activities increased by $20.1 million year-over-year, driven by adjustments to net loss and changes in operating assets and liabilities[164] - Investing activities shifted from providing $23.4 million in 2024 to using $9.6 million in 2025, mainly due to increased purchases of marketable securities[165] Contractual Obligations Contractual obligations include the Convertible Promissory Note and operating leases, with no material changes since the 2024 Annual Report - Contractual obligations primarily consist of the Convertible Promissory Note and operating leases, with no material changes since the 2024 Annual Report[167] Off-Balance Sheet Arrangements The company did not have any off-balance sheet arrangements during the reported periods - The company did not have any off-balance sheet arrangements during the periods presented[168] Critical Accounting Estimates No material changes to critical accounting estimates were reported for the period compared to the 2024 Annual Report - No material changes to critical accounting estimates were reported for the period ended June 30, 2025, compared to the 2024 Annual Report[169] Recent Accounting Pronouncements Details on recent accounting pronouncements, adoption dates, and estimated effects are in Note 2 of the financial statements - Details on recent accounting pronouncements, their expected adoption dates, and estimated effects are available in Note 2, 'Summary of Significant Accounting Policies'[170] Item 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, Tigo Energy, Inc. is exempt from providing market risk disclosures - As a 'smaller reporting company,' Tigo Energy, Inc. is exempt from providing quantitative and qualitative disclosures about market risk[171] Item 4. Controls and Procedures Disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[173] - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025[174] - Management acknowledges that control systems have inherent limitations and cannot prevent all errors or fraud, providing only reasonable assurance[175] PART II. OTHER INFORMATION This section includes legal proceedings, risk factors, equity sales, defaults, and other required disclosures Item 1. Legal Proceedings The company may face legal claims, but no material losses were recorded for the current period - The company may be involved in various legal claims and disputes, but no material losses were recorded for the current period[177] Item 1A. Risk Factors This section updates risk factors, including Nasdaq listing compliance, government subsidy changes, tax law changes, and trade tariffs - The company was notified by Nasdaq in April 2025 for non-compliance with the Minimum Bid Price Requirement but regained compliance in June 2025; however, future compliance is not assured[179][180][181] - The One Big Beautiful Bill Act (OBBB) phases out the residential Investment Tax Credit (ITC) by December 31, 2025, and imposes new domestic content and Foreign Entity of Concern (FEOC) requirements for commercial ITCs, potentially reducing demand for solar PV systems[185][187][195] - Changes in U.S. and foreign tax laws, including the OBBB and global initiatives like OECD's Pillar One and Pillar Two, could materially affect the company's financial position and results of operations[192][195][196] - Escalating trade tensions and tariffs, particularly between the U.S. and China, could impact hardware component prices, product sales, and overall business operations[198] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities or use of proceeds were reported[199] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - No defaults upon senior securities were reported[200] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[201] Item 5. Other Information No other information was required to be reported under this item - No other information was reported under this item[202] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including organizational documents and certifications - Exhibits include the Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, an Office Lease, and certifications from the CEO and CFO[203] Signatures The report was signed by Tigo Energy, Inc.'s Chief Financial Officer, Bill Roeschlein, on August 5, 2025 - The report was signed by Bill Roeschlein, Chief Financial Officer of Tigo Energy, Inc., on August 5, 2025[209]