Shoals Technologies (SHLS) - 2023 Q4 - Annual Report

Part I Business Shoals provides Electrical Balance of System (EBOS) solutions for solar, battery storage, and EV charging, leveraging its proprietary "combine-as-you-go" architecture for cost savings and strong market position Overview Shoals provides EBOS solutions for solar, battery storage, and EV charging, with 81.5% of 2023 revenue from system solutions and a 47% increase in backlog to $631.3 million - Shoals is a leading provider of Electrical Balance of System (EBOS) solutions for solar, battery storage, and EV charging applications, primarily in the U.S.[18] - In 2023, the company simplified its corporate structure by eliminating the Up-C structure that was in place since its IPO[15][16][17] Backlog and Awarded Orders (as of Dec 31, 2023) | Category | Amount (USD) | | :--- | :--- | | Total Backlog & Awarded Orders | $631.3 million | | Backlog (signed orders) | $205.8 million | | Awarded Orders (contracts in process) | $425.5 million | | YoY Change (vs Dec 31, 2022) | +47% | | QoQ Change (vs Sep 30, 2023) | -0.3% | - System solutions accounted for approximately 81.5% of revenue for the year ended December 31, 2023[22] Products and Services Shoals offers System Solutions (81.5% of 2023 revenue) and Components, expanding into eMobility and solar O&M products - The company's proprietary "combine-as-you-go" architecture, featuring the Big Lead Assembly (BLA), eliminates combiner boxes and reduces wire runs, installation costs, and the need for licensed electricians[24][30] - In 2021, Shoals introduced four new product families for the EV charging market, with scaled production underway in 2023. Offerings include power centers, quick connect solutions, and above-ground raceway systems[31] - A new solar O&M product, Snapshot IV, was introduced in Q3 2023 to monitor the voltage and current of individual solar panels[32] Revenue Breakdown by Product Type (FY 2023) | Product Type | Revenue Percentage | | :--- | :--- | | System Solutions | 81.5% | | Components | 18.5% | Customers, Competition, and Manufacturing Shoals sells to EPCs, with 36.3% revenue from its largest customer, competes with TerraSmart and Bentek, and uses proprietary manufacturing processes in its Tennessee, Alabama, and California facilities - The company's largest customer contributed approximately 36.3% of total revenue for the year ended December 31, 2023[44] - Principal competitors include TerraSmart, LLC, Bentek Corporation, Voltage, LLC, and Hikam America, Inc[45] - The company utilizes a proprietary manufacturing process with resistance welding and a dual-layer "undermold/overmold" insulation seal to enhance product strength and durability[47] - Manufacturing facilities are located in Tennessee, Alabama, and California, with the Alabama facility being ISO 9001:2015 certified[48] Intellectual Property and Human Capital Shoals protects its technology through patents, trademarks, and trade secrets, holding 19 issued U.S. patents with an average remaining life of 11.0 years, and employs approximately 1,309 full-time and temporary employees, emphasizing diversity Intellectual Property Portfolio (as of Dec 31, 2023) | IP Type | Count | | :--- | :--- | | U.S. Trademark Registrations | 26 | | Pending U.S. Trademark Applications | 5 | | Issued U.S. Patents | 19 | | Issued Non-U.S. Patents | 16 | | Pending U.S. Patent Applications | 33 | - The company's issued U.S. patents have an average remaining life of approximately 11.0 years and are scheduled to expire between 2031 and 2037[52] Employee Diversity Metrics (Full-Time, as of Dec 31, 2023) | Metric | Percentage/Count | | :--- | :--- | | Self-identified as ethnically diverse | 62% | | Self-identified as female | 45% | | Women in management roles | 36% (of 55 managers) | Risk Factors The company faces significant risks including potential financial impact from a wire insulation shrinkback issue, dependence on solar market growth, customer concentration, patent litigation, and macroeconomic pressures Business and Industry Risks The company faces significant business risks, including a potential $59.7 million to $184.9 million financial impact from a wire insulation shrinkback issue, dependence on solar market growth, and macroeconomic pressures - The company faces a significant risk from a wire insulation shrinkback issue related to defective wire from a supplier, Prysmian. A lawsuit has been filed against the supplier[85][88] Wire Insulation Shrinkback Estimated Loss (as of Dec 31, 2023) | Metric | Amount (USD) | | :--- | :--- | | Low End of Estimated Loss Range | $59.7 million | | High End of Estimated Loss Range | $184.9 million | | Warranty Liability Recorded | $59.7 million | | Recorded Warranty Liability (on balance sheet) | $54.9 million | - The company's growth is highly dependent on the demand for solar energy projects, which experienced slowing growth in 2023 due to financing costs, regulatory uncertainty, and supply chain issues[82] - In February 2024, the company announced an $80.0 million, five-year plan to expand and consolidate its Tennessee manufacturing operations into a new, larger facility[105] Customer, Financial, and Market Risks Shoals faces significant customer concentration, with its largest customer accounting for 36.3% of 2023 revenue, alongside risks from rising interest rates on debt and the uncertainty of backlog conversion to revenue Customer Concentration (FY 2023) | Customer Group | % of Total Revenue | % of Trade Accounts Receivable (as of Dec 31, 2023) | | :--- | :--- | :--- | | Largest Customer | 36.3% | 37.5% | | Five Largest Customers | 56.9% | 65.5% | - As of December 31, 2023, the company had $143.8 million in term loans and $40.0 million in revolving credit loans outstanding, which could affect financial flexibility[150] - The company's backlog and awarded orders of $631.3 million as of December 31, 2023, may not all result in actual revenue or profits due to potential project delays or cancellations[158] Legal, Regulatory, and Stock-Related Risks The company is exposed to legal risks from patent infringement litigation, regulatory risks from changing energy policies and trade tariffs, and stock-related risks including price volatility and anti-takeover provisions - The company has filed patent infringement complaints with the ITC and U.S. District Courts against competitors Hikam and Voltage. An evidentiary hearing is scheduled for March 2024, with an ITC investigation target completion date of November 12, 2024[119][120] - Changes in U.S. trade policies, including tariffs on solar modules and cells and the Uyghur Forced Labor Prevention Act (UFLPA), could adversely affect the solar industry and demand for the company's products[166][168] - The company's certificate of incorporation includes provisions like a classified board and supermajority voting requirements that could delay or prevent a change of control[177] - The company does not intend to pay any cash dividends on its Class A common stock in the foreseeable future, retaining earnings for business operations[183] Unresolved Staff Comments The company reports that it has no unresolved staff comments from the SEC - None[186] Cybersecurity Shoals manages cybersecurity risk through a NIST-based program with Board oversight, internal teams, and no material breaches reported in 2023 - The company's cybersecurity program is structured according to the National Institute of Standards and Technology (NIST) Cybersecurity Framework and includes a defense-in-depth approach[188] - Oversight is provided by the Board of Directors, with the Audit Committee having primary responsibility. The IT Director, Joe Rogers, leads the IT and incident response teams[194][195][196] - The company did not experience any material information security breach or incident in 2023[193] Properties Shoals owns or leases five material facilities in Tennessee and Alabama, with plans to close its California facility and consolidate Tennessee operations into a new 638,330 square foot facility Material Facilities (as of Feb 2024) | Location | Status | Approx. Sq. Ft. | Uses | | :--- | :--- | :--- | :--- | | 1400 Shoals Way, Portland, TN | Owned | 103,200 | Office, manufacturing, warehousing, shipping | | 1035 Fred White Blvd., Portland, TN | Owned | 75,360 | Office, warehousing, shipping | | 109 Kirby Drive, Portland, TN | Leased | 219,767 | Office, manufacturing, warehousing, shipping | | 215 Industrial Drive, Muscle Shoals, AL | Owned | 16,910 | Office, manufacturing, warehousing, shipping | | 1500 Shoals Way, Portland, TN | Leased | 638,330 | Office, manufacturing, warehousing, shipping | - The company announced the closure of its Poway, California facility, expected to be completed in May 2024[198] - On February 21, 2024, the company announced its intention to expand and consolidate its Tennessee-based operations into a new, more than 600,000 square foot facility in Portland, Tennessee[199] Legal Proceedings The company is involved in ongoing legal proceedings, including patent infringement lawsuits against competitors and a lawsuit against supplier Prysmian for defective wire - The company is involved in litigation, including intellectual property matters, contract claims, and product liability claims. Key ongoing cases are detailed in Note 16 - Commitments and Contingencies[200] Mine Safety Disclosures This item is not applicable to the company - Not applicable[201] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's Class A common stock trades on NASDAQ under "SHLS"; it does not expect to pay cash dividends and reported no unregistered equity sales in 2023 - Class A common stock is traded on the NASDAQ Global Market under the symbol "SHLS"[203] - The company does not currently expect to pay any cash dividends and intends to retain all available funds for business operations[206] Management's Discussion and Analysis of Financial Condition and Results of Operations In 2023, Shoals' revenue grew 50% to $488.9 million, but net income fell to $42.7 million due to a $61.7 million wire insulation shrinkback expense, while generating $92.0 million in operating cash flow Results of Operations In 2023, revenue increased 50% to $488.9 million, but gross profit margin decreased to 34.4% due to a $61.7 million wire insulation expense, leading to a 70% drop in net income to $42.7 million Results of Operations (2023 vs 2022) | Metric (in thousands) | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $488,939 | $326,940 | 50% | | Gross Profit | $168,304 | $131,311 | 28% | | Gross Margin | 34.4% | 40.2% | -5.8 pts | | Income from Operations | $79,035 | $66,330 | 19% | | Net Income | $42,661 | $143,013 | -70% | | Net Income Attributable to Shoals | $39,974 | $127,611 | -69% | - Revenue increased by $162.0 million (50%) in 2023 due to higher sales volumes and increased demand for combine-as-you-go system solutions[246] - Cost of revenue increased by $125.0 million (64%), driven by a $61.7 million wire insulation shrinkback expense. This caused the gross profit percentage to decrease to 34.4% from 40.2% in 2022[247] - General and administrative expenses increased by $24.8 million (44%) due to higher wages from increased headcount, increased equity-based compensation, and higher professional fees, including $4.6 million in legal fees for patent and wire insulation litigation[248] Non-GAAP Financial Measures In 2023, Adjusted Gross Profit was $230.0 million (47.0% margin), Adjusted EBITDA increased to $173.4 million, and Adjusted Diluted EPS reached $0.65, reflecting core operational performance Reconciliation of Gross Profit to Adjusted Gross Profit (in thousands) | | 2023 | 2022 | | :--- | :--- | :--- | | Gross profit | $168,304 | $131,311 | | Wire insulation shrinkback expenses | $61,705 | $— | | Adjusted gross profit | $230,009 | $131,311 | | Adjusted gross profit percentage | 47.0% | 40.2% | Reconciliation of Net Income to Adjusted EBITDA (in thousands) | | 2023 | 2022 | | :--- | :--- | :--- | | Net income | $42,661 | $143,013 | | Interest expense, net | $24,100 | $18,538 | | Income tax expense | $12,274 | $8,987 | | D&A | $10,529 | $10,509 | | Gain on termination of TRA | $— | $(110,883) | | Equity-based compensation | $20,862 | $16,108 | | Wire insulation shrinkback expenses | $61,705 | $— | | Wire insulation shrinkback litigation expenses | $1,260 | $— | | Other adjustments | $— | $6,717 | | Adjusted EBITDA | $173,391 | $92,989 | Adjusted Net Income and Adjusted Diluted EPS | | 2023 | 2022 | | :--- | :--- | :--- | | Adjusted Net Income (in thousands) | $111,313 | $62,403 | | Adjusted Diluted EPS | $0.65 | $0.37 | Liquidity and Capital Resources In 2023, net cash from operating activities significantly increased to $92.0 million, driven by net income and working capital changes, with $22.7 million in cash and $109.7 million available under its revolving credit facility Summary of Cash Flows (in thousands) | | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $91,955 | $39,455 | | Net cash used in investing activities | $(10,847) | $(3,657) | | Net cash used in financing activities | $(67,167) | $(36,589) | - As of December 31, 2023, cash and cash equivalents were $22.7 million, and outstanding borrowings were $183.8 million[267] - The company made voluntary prepayments of $50.0 million on its Term Loan Facility in December 2023 and an additional $100.0 million in January 2024[268] - In 2023, the company used approximately $4.7 million of cash for expenses related to the wire insulation shrinkback matter and expects to continue spending significant amounts[269] Critical Accounting Policies and Estimates Key accounting policies involve revenue recognition and equity-based compensation, with critical estimates including a wire insulation warranty liability of $59.7 million (low end of $59.7 million to $184.9 million range) and deferred tax asset valuation allowances - Revenue is primarily recognized over time using the output method based on units manufactured, as this is believed to best depict the continuous transfer of control to the customer[281] - The wire insulation shrinkback warranty liability is a critical estimate. The recorded liability of $59.7 million represents the low end of a potential loss range of $59.7 million to $184.9 million[292] - The warranty estimate is highly sensitive to assumptions. A 10% increase in harness installation costs would increase the low end of the loss range by $2.4 million and the high end by $12.0 million[294] - As of December 31, 2023, the company had $468.2 million of net deferred tax assets, with a valuation allowance of $1.0 million related to non-amortizable intangibles[290] Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from significant customer concentration (36.3% from largest customer), unhedged commodity price fluctuations, and interest rate risk on its variable-rate debt, where a 100 basis point change impacts annual interest expense by $1.8 million - The company has significant customer concentration, with its largest customer accounting for 36.3% of total revenue and 37.5% of accounts receivable in 2023[296] - The company is subject to commodity price risk from fluctuating prices of copper, aluminum, and steel, and does not use hedging arrangements to mitigate this risk[297] - The company has interest rate risk on its $183.8 million of long-term debt. A 100 basis point (1%) increase or decrease in interest rates would impact annual interest expense by approximately $1.8 million[298] Financial Statements and Supplementary Data This section includes the audited consolidated financial statements and the independent auditor's unqualified opinion, which identified the wire insulation shrinkback warranty liability as a critical audit matter Report of Independent Registered Public Accounting Firm BDO USA, P.C. issued an unqualified opinion on the financial statements and internal controls, identifying the wire insulation shrinkback warranty liability as a critical audit matter due to subjective estimation judgments - The auditor, BDO USA, P.C., issued an unqualified opinion on the consolidated financial statements and the company's internal control over financial reporting[336][346] - A Critical Audit Matter was identified related to the warranty liability for the wire insulation shrinkback issue. This was due to the especially challenging, subjective, or complex judgments involved in auditing management's assumptions about EPC labor costs, failure rates, and remediation methods[341][344] Consolidated Financial Statements The consolidated financial statements show total assets of $844.0 million, total liabilities of $299.0 million, 2023 revenue of $488.9 million, and net income of $42.7 million, with $92.0 million in operating cash flow Consolidated Balance Sheet Highlights (as of Dec 31, 2023) | Account (in thousands) | Amount | | :--- | :--- | | Total Current Assets | $227,186 | | Total Assets | $843,993 | | Total Current Liabilities | $92,630 | | Total Liabilities | $298,997 | | Total Stockholders' Equity | $544,996 | Consolidated Statement of Operations Highlights (Year Ended Dec 31, 2023) | Account (in thousands) | Amount | | :--- | :--- | | Revenue | $488,939 | | Gross Profit | $168,304 | | Income from Operations | $79,035 | | Net Income | $42,661 | | Basic EPS | $0.24 | Notes to Consolidated Financial Statements Key notes detail the 2023 elimination of the Up-C structure, a $54.9 million wire insulation warranty liability, $183.8 million in long-term debt, and ongoing intellectual property and defective wire litigation - The company eliminated its Up-C corporate structure on July 1, 2023, simplifying its organization[379] - The warranty liability for the wire insulation shrinkback issue was $54.9 million as of Dec 31, 2023, with total expense of $59.2 million recorded for the matter in 2023[460][463] - As of Dec 31, 2023, total long-term debt was $183.8 million, consisting of a $143.8 million Term Loan and a $40.0 million Revolving Credit Facility balance[464][471] - The company is pursuing patent infringement litigation against Hikam and Voltage, and has filed a lawsuit against supplier Prysmian to recover costs related to the defective wire[518][521] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants regarding accounting principles or financial disclosure - None[300] Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no material changes in Q4 2023 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[302] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework[304] Other Information On February 27, 2024, CEO Brandon Moss was appointed to the Board, and Inez Lund was appointed Chief Accounting Officer, effective March 1, 2024, with a $300,000 base salary - On February 27, 2024, CEO Brandon Moss was appointed as a member of the Board of Directors[307] - On February 27, 2024, Inez Lund was appointed as Chief Accounting Officer, effective March 1, 2024[309] CAO Inez Lund Compensation Package | Component | Amount/Target | | :--- | :--- | | Annual Base Salary | $300,000 | | Annual Bonus Target | 50% of base salary | | FY2024 Equity Award Target | $205,000 | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[313] Part III Part III of the report, covering Items 10 through 14, addresses matters related to directors and executive officers, executive compensation, security ownership, related party transactions, and principal accountant fees. The information for these items is not directly included in this Form 10-K but is incorporated by reference from the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of the fiscal year-end Directors, Executive Officers and Corporate Governance Information for this item is incorporated by reference from the company's definitive proxy statement - The information required by this item is incorporated by reference to the Company's definitive proxy statement[315] Executive Compensation Information for this item is incorporated by reference from the company's definitive proxy statement - The information required by this item is incorporated by reference to the Company's definitive proxy statement[316] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information for this item is incorporated by reference from the company's definitive proxy statement - The information required by this item is incorporated by reference to the Company's definitive proxy statement[317] Certain Relationships and Related Transactions, and Director Independence Information for this item is incorporated by reference from the company's definitive proxy statement - The information required by this item is incorporated by reference to the Company's definitive proxy statement[318] Principal Accountant Fees and Services Information for this item is incorporated by reference from the company's definitive proxy statement - The information required by this item is incorporated by reference to the Company's definitive proxy statement[319] Part IV Part IV contains the list of financial statements, financial statement schedules, and exhibits filed as part of the Annual Report on Form 10-K. The financial statements are included starting on page F-1. All financial statement schedules have been omitted as they are not required or the information is provided elsewhere. The section also includes an exhibit index listing all documents filed with or incorporated by reference into the report Exhibits and Financial Statement Schedules This item lists financial statements and exhibits, with financial statements beginning on page F-1 and other schedules omitted - The financial statements required by this item are included after the Signature page of this Annual Report on Form 10-K beginning on page F-1[321] - All financial statement schedules have been omitted because they are not required or the necessary information is provided in the Financial Statements or Notes[322] Form 10–K Summary The company has not provided a summary for this item - None[329]