Emeren(SOL) - 2025 Q2 - Quarterly Report

Forward-Looking Statements This section highlights the inherent uncertainties and risks of forward-looking statements, noting that actual results may differ materially and the company undertakes no obligation to update them - Forward-looking statements are based on beliefs, expectations, and assumptions regarding the future, which may not be accurate, and are subject to known and unknown risks and uncertainties[10] - Risks and uncertainties that could cause actual events or results to differ materially are discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024[10] - The Company undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, except as required by law[11] PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for Emeren Group Ltd, including the balance sheets, statements of operations, comprehensive income (loss), changes in shareholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, financial instrument details, and segment reporting Unaudited Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (Amounts in thousands USD) | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :-------------- | :---------------- | | Total Assets | $442,864 | $447,566 | | Total Liabilities | $122,580 | $109,546 | | Total Shareholders' Equity | $320,284 | $338,020 | - Total assets decreased by $4.7 million, while total liabilities increased by $13.0 million, and total shareholders' equity decreased by $17.7 million from December 31, 2024, to June 30, 2025[15][17] - Non-controlling interest significantly decreased from $37.5 million at December 31, 2024, to $9.7 million at June 30, 2025[17] Unaudited Condensed Consolidated Statements of Operations Key Financials (Three Months Ended June 30, in thousands USD) | Metric | 2025 | 2024 | Change (YoY) | | :--------------------------------- | :----- | :----- | :----------- | | Total Net Revenues | $12,881 | $30,057 | $(17,176) | | Gross Profit | $6,667 | $9,382 | $(2,715) | | (Loss) Income from Operations | $(33,820) | $2,959 | $(36,779) | | Net (Loss) Income | $(26,862) | $746 | $(27,608) | | Net Income (Loss) Attributed to Emeren Group Ltd | $1,453 | $392 | $1,061 | | Basic EPS (per ADS) | $0.03 | $0.01 | $0.02 | Key Financials (Six Months Ended June 30, in thousands USD) | Metric | 2025 | 2024 | Change (YoY) | | :--------------------------------- | :----- | :----- | :----------- | | Total Net Revenues | $21,035 | $44,657 | $(23,622) | | Gross Profit | $9,876 | $13,704 | $(3,828) | | (Loss) Income from Operations | $(37,918) | $1,743 | $(39,661) | | Net (Loss) Income | $(25,383) | $(4,742) | $(20,641) | | Net Income (Loss) Attributed to Emeren Group Ltd | $2,993 | $(5,533) | $8,526 | | Basic EPS (per ADS) | $0.06 | $(0.11) | $0.17 | - A significant impairment loss of assets of $27.3 million was recorded for both the three and six months ended June 30, 2025, which was not present in the prior year, contributing to the net loss[19] - Unrealized foreign exchange gains significantly impacted results, with a gain of $8.4 million for the three months and $14.6 million for the six months ended June 30, 2025, compared to losses in the prior year periods[19] Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) Comprehensive Income (Loss) Highlights (Amounts in thousands USD) | 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) income | $(26,862) | $746 | $(25,383) | $(4,742) | | Foreign currency translation adjustment | $5,522 | $(1,021) | $7,596 | $(3,976) | | Comprehensive loss | $(21,340) | $(275) | $(17,787) | $(8,718) | | Comprehensive income (loss) attributed to Emeren Group Ltd | $6,518 | $(317) | $9,982 | $(8,516) | - Foreign currency translation adjustments significantly contributed to other comprehensive income in 2025, showing a gain of $5.5 million (Q2 2025) and $7.6 million (H1 2025), reversing losses from the prior year[21] Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity Changes in Shareholders' Equity (Amounts in thousands USD) | Metric | Balance at Dec 31, 2024 | Net Income (Loss) (H1 2025) | Other Comprehensive Income (H1 2025) | Non-controlling Interest Adjustment (H1 2025) | Balance at June 30, 2025 | | :--------------------------------- | :---------------------- | :-------------------------- | :----------------------------------- | :-------------------------------------------- | :----------------------- | | Emeren Group Ltd shareholders' equity | $300,516 | $2,993 | $6,989 | N/A | $310,549 | | Non-controlling interest | $37,504 | $(28,376) | $607 | N/A | $9,735 | | Total shareholders' equity | $338,020 | $(25,383) | $7,596 | N/A | $320,284 | - Total shareholders' equity decreased by $17.7 million from December 31, 2024, to June 30, 2025, primarily due to a significant decrease in non-controlling interest[22] - The number of issued common shares was adjusted in Q1 2025 from 652,821,742 to 637,920,142 due to a reconciliation of internal records, without affecting outstanding shares or earnings per share[112][113] - No shares were repurchased during the first half of 2025, with $0.9 million remaining under the repurchase plan[111] Unaudited Condensed Consolidated Statements of Cash Flows Cash Flow Summary (Six Months Ended June 30, in thousands USD) | Activity | 2025 | 2024 | Change (YoY) | | :---------------------------------------- | :----- | :----- | :----------- | | Net cash provided by (used in) operating activities | $363 | $(9,000) | $9,363 | | Net cash used in investing activities | $(3,777) | $(6,453) | $2,676 | | Net cash provided by (used in) financing activities | $14,206 | $(6,704) | $20,910 | | Net decrease in cash and cash equivalents and restricted cash | $(890) | $(19,344) | $18,454 | - Operating cash flow improved significantly to $0.4 million provided in H1 2025 from $9.0 million used in H1 2024, driven by non-cash adjustments for impairment losses and higher cash inflows from project assets turnover[223] - Financing activities provided $14.2 million in cash in H1 2025, a substantial increase from $6.7 million used in H1 2024, mainly due to $15.3 million in proceeds from new borrowings and a decrease in share repurchases[225] Notes to Unaudited Condensed Consolidated Financial Statements - Emeren Group Ltd operates as a solar project developer and operator, engaging in project development, EPC services, electricity generation (IPP), and Development Services Agreements (DSA) across the U.S., Europe, and China[28] - The Company recorded a total non-cash impairment loss of $27.3 million in Q2 2025, comprising $25.9 million for certain solar power assets and $1.4 million for assets in China, due to recoverability assessments and changes in expected use[47][48][78] - Accounts receivable from a single solar power customer amounted to $49.9 million as of June 30, 2025, representing 70.8% of total receivables (excluding FIT receivables), indicating a high concentration of credit risk[74] - Total debt principal increased to $42.8 million as of June 30, 2025, from $24.7 million at December 31, 2024, primarily due to a new $24.1 million facility agreement in Hungary, with $15.0 million received under the first tranche[87][97] - The Company's gross margin increased to 51.8% for the three months ended June 30, 2025 (from 31.2% in 2024) and to 47.0% for the six months ended June 30, 2025 (from 30.7% in 2024), driven by a shift towards higher-margin electricity generation and the absence of lower-margin EPC services[171][172] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial performance, highlighting a net loss of $26.9 million for Q2 2025 due to significant asset impairment and reduced revenues, partially offset by foreign exchange gains. It details revenue and cost of revenue trends, operating expenses, and the impact of a proposed merger and project pipeline. The Company maintains positive working capital and believes it has sufficient liquidity for the next 12 months - The Company reported a net loss of $26.9 million for Q2 2025, primarily due to a $27.3 million impairment charge on power station assets, a $4.8 million decrease in solar power project development revenue, a $12.4 million decrease in EPC services revenue, and a $2.6 million provision for non-current FIT receivables[155] - The IPP (electricity generation) business accounted for over 82.0% of total revenue and gross profit for Q2 2025, demonstrating its strong contribution to high-margin revenue[156] - On June 18, 2025, the Company entered into a merger agreement with Shurya Vitra Ltd. and Emeren Holdings Ltd., where each ADS will be converted into $2.00 in cash, with closing expected in 2025, subject to shareholder and regulatory approvals[157][206] Solar Development Project Pipeline (as of June 30, 2025, in MW) | Region | Advanced Stage | Early Stage | Total (MW) | | :------- | :------------- | :---------- | :--------- | | Europe | 1,263 | 3,256 | 4,519 | | U.S. | 940 | 1,023 | 1,963 | | China | 28 | — | 28 | | Total | 2,231 | 4,279 | 6,510 | Solar Storage Project Pipeline (as of June 30, 2025, in MW) | Region | Advanced Stage | Early Stage | Total (MW) | | :------- | :------------- | :---------- | :--------- | | Europe | 1,688 | 1,873 | 3,561 | | U.S. | 198 | 917 | 1,115 | | China | 33 | — | 33 | | Total | 1,919 | 2,790 | 4,709 | - As of June 30, 2025, the Company owned and operated IPP assets totaling approximately 295 MW of solar PV projects and 74 MWh of storage[163] - Net revenue decreased significantly for both the three and six months ended June 30, 2025, primarily due to strategic prioritization of DSA over EPC services, and delays in project milestones and completions in the U.S. and Europe[190] - The Company generated positive operating cash flow of $0.4 million for the six months ended June 30, 2025, and maintains positive working capital of $143.3 million, believing it has sufficient liquidity for the next 12 months[202][204] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section states that quantitative and qualitative disclosures about market risk are not applicable to smaller reporting companies - The Company is a smaller reporting company, and therefore, is not required to provide quantitative and qualitative disclosures about market risk[228] Item 4. Controls and Procedures Management, including the Interim CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025, and concluded they were effective. No material changes to internal control over financial reporting occurred during the quarter - As of June 30, 2025, the Company's disclosure controls and procedures were evaluated and deemed effective by management, including the Interim Chief Executive Officer and Chief Financial Officer[231] - There were no material changes in internal control over financial reporting that occurred during the three months ended June 30, 2025[232] PART II. OTHER INFORMATION Item 1. Legal Proceedings Information regarding legal proceedings is incorporated by reference from Note 16, 'Commitments and Contingencies,' in the financial statements. The Company is involved in ordinary course legal matters and believes their ultimate outcome will not materially adversely affect its financial position - Information with respect to legal proceedings is set forth under Note 16 - Commitments and Contingencies, in the accompanying unaudited condensed consolidated financial statements[235] - The Company is a party to legal matters and claims in the normal course of its operations and believes that the ultimate outcome will not have a material adverse effect on its financial position, results of operations, or cash flows[147] Item 1A. Risk Factors The Company's risk factors have not materially changed from previous reports, but new and updated risks include the adverse effects of reciprocal tariffs on U.S. imports from China, the ongoing uncertainty surrounding the CEO transition, potential negative impacts from changes in U.S. clean energy policies and incentives (like the OBBBA), the risk of the proposed merger failing, and the material impact of China's transition from Feed-in Tariff to market-based electricity pricing on revenue and receivables - Reciprocal tariffs under the International Emergency Economic Powers Act (IEEPA) on imports into the United States, including a 125% tariff on China effective April 10, 2025, introduce increased uncertainty and complexity in the Company's supply chain planning and cost management[237][238][239][240] - The recent CEO transition, with an interim CEO appointed on April 30, 2025, creates uncertainty that may adversely affect the Company's business, operations, strategic initiatives, employee morale, and stakeholder relationships[241][242] - The U.S. 'One Big Beautiful Bill Act' (OBBBA), enacted in July 2025, introduces significant changes to federal clean energy tax credit programs, including the termination of Section 25D ITC, new deadlines for Section 48E ITC, phase-down of standalone storage ITC, and domestic content/FEOC restrictions, which may impair eligibility, delay projects, and reduce customer demand[243][244][245] - The failure to complete the merger with Shurya Vitra Ltd. and Emeren Holdings Ltd. in a timely fashion, or at all, due to unfulfilled closing conditions (e.g., shareholder/regulatory approvals, absence of material adverse effect), could result in significant transaction costs and negatively impact the business and stock price[246][247] - China's transition from a Feed-in Tariff (FIT) system to a market-oriented electricity pricing model, effective June 1, 2025, introduces risks of increased revenue volatility, collectability issues for legacy FIT receivables, regulatory uncertainty, and curtailment risk for the Company's electricity generation revenue in China[250][251][252] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company did not repurchase any shares during the three months ended June 30, 2025, under its $50 million repurchase plan, leaving $0.9 million remaining - No shares were repurchased during the three months ended June 30, 2025[253] - As of June 30, 2025, $0.9 million remains under the $50 million share repurchase plan, which does not expire[253] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - There were no defaults upon senior securities[254] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[255] Item 5. Other Information No director or officer adopted, modified, or terminated any Rule 10b5-1(c) or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - During the three months ended June 30, 2025, no director or officer of the Company adopted, modified, or terminated any contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement[256] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including the Agreement and Plan of Merger, Rollover Agreement, Limited Guarantee, and various certifications and XBRL documents - Key exhibits include the Agreement and Plan of Merger, Rollover Agreement, and Limited Guarantee, all dated June 18, 2025, and incorporated by reference from a Form 8-K filing[258] - Certifications from the Principal Executive Officer and Principal Financial Officer, as well as Inline XBRL documents, are filed with this report[258] Signatures - The report was duly signed on behalf of Emeren Group Ltd by Julia Xu, Interim Chief Executive Officer, and Ke Chen, Chief Financial Officer, on August 19, 2025[261]