Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39942 | |
Entity Registrant Name | Shoals Technologies Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3774438 | |
Entity Address, Address Line One | 1400 Shoals Way | |
Entity Address, City or Town | Portland | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37148 | |
City Area Code | (615) | |
Local Phone Number | 451-1400 | |
Title of 12(b) Security | Class A Common Stock, $0.00001 Par Value | |
Trading Symbol | SHLS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001831651 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 112,403,425 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 54,794,479 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 2,534 | $ 5,006 |
Accounts receivable, net | 56,887 | 31,499 |
Unbilled receivables | 16,149 | 13,533 |
Inventory, net | 49,479 | 38,368 |
Other current assets | 12,651 | 5,042 |
Total Current Assets | 137,700 | 93,448 |
Property, plant and equipment, net | 16,032 | 15,574 |
Goodwill | 69,436 | 69,436 |
Other intangible assets, net | 62,966 | 65,236 |
Deferred tax assets | 175,539 | 176,958 |
Other assets | 12,799 | 5,762 |
Total Assets | 474,472 | 426,414 |
Current Liabilities | ||
Accounts payable | 17,879 | 19,985 |
Accrued expenses | 14,764 | 9,569 |
Current portion of payable pursuant to the tax receivable agreement | 4,065 | 0 |
Long-term debt—current portion | 2,000 | 2,000 |
Total Current Liabilities | 38,708 | 31,554 |
Revolving line of credit | 90,140 | 55,140 |
Long-term debt, less current portion | 189,689 | 189,913 |
Payable pursuant to the tax receivable agreement, less current portion | 152,309 | 156,374 |
Other long-term liabilities | 5,074 | 931 |
Total Liabilities | 475,920 | 433,912 |
Commitments and Contingencies (Note 14) | ||
Stockholders’ Deficit | ||
Preferred stock, $0.00001 par value - 5,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 98,376 | 95,684 |
Accumulated deficit | (90,493) | (93,133) |
Total stockholders’ equity attributable to Shoals Technologies Group, Inc. | 7,885 | 2,553 |
Non-controlling interests | (9,333) | (10,051) |
Total stockholders' deficit | (1,448) | (7,498) |
Total Liabilities and Stockholders’ Deficit | 474,472 | 426,414 |
Class A Common Stock | ||
Stockholders’ Deficit | ||
Common stock | 1 | 1 |
Class B Common Stock | ||
Stockholders’ Deficit | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (USD per share) | $ 0.00001 | $ 0.00001 |
Preferred stock authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (USD per share) | $ 0.00001 | $ 0.00001 |
Common stock authorized (shares) | 1,000,000,000 | 1,000,000,000 |
Common stock issued (shares) | 112,358,397 | 112,049,981 |
Common stock outstanding (shares) | 112,358,397 | 112,049,981 |
Class B Common Stock | ||
Common stock, par value (USD per share) | $ 0.00001 | $ 0.00001 |
Common stock authorized (shares) | 195,000,000 | 195,000,000 |
Common stock issued (shares) | 54,794,479 | 54,794,479 |
Common stock outstanding (shares) | 54,794,479 | 54,794,479 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 67,976 | $ 45,604 |
Cost of revenue | 41,684 | 26,830 |
Gross profit | 26,292 | 18,774 |
Operating Expenses | ||
General and administrative expenses | 13,919 | 6,816 |
Depreciation and amortization | 2,366 | 2,068 |
Total Operating Expenses | 16,285 | 8,884 |
Income from Operations | 10,007 | 9,890 |
Interest expense, net | (3,836) | (3,709) |
Loss on debt repayment | 0 | (15,990) |
Income (loss) before income taxes | 6,171 | (9,809) |
Income tax (expense) benefit | (1,522) | 1,475 |
Net income (loss) | 4,649 | (8,334) |
Less: net income (loss) attributable to non-controlling interests | 2,009 | (5,475) |
Net income (loss) attributable to Shoals Technologies Group, Inc. | $ 2,640 | $ (2,859) |
Earnings (loss) per share of Class A common stock: | ||
Basic (USD per share) | $ 0.02 | |
Diluted (USD per share) | $ 0.02 | |
Weighted average shares of Class A common stock outstanding: | ||
Basic (shares) | 112,211 | |
Diluted (shares) | 112,240 | |
Class A Common Stock | ||
Earnings (loss) per share of Class A common stock: | ||
Basic (USD per share) | $ 0.02 | |
Diluted (USD per share) | $ 0.02 | |
Weighted average shares of Class A common stock outstanding: | ||
Basic (shares) | 112,211 | |
Diluted (shares) | 112,240 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands | Total | Members’ Deficit | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interest |
Members' equity at beginning of period at Dec. 31, 2020 | $ (184,123) | ||||||
Balance at beginning of period (shares) at Dec. 31, 2020 | 0 | 0 | |||||
Balance at beginning of period at Dec. 31, 2020 | $ (184,123) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 1,392 | 1,392 | |||||
Activity under stock compensation plan (shares) | 11,941 | ||||||
Activity under stock compensation plan | (137) | (687) | 550 | ||||
Net income (loss) | (8,334) | ||||||
Effect of Organizational Transactions | 0 | 181,448 | $ 1 | $ 1 | (92,806) | (88,644) | |
Effect of Organizational Transactions (shares) | 81,977,751 | 78,300,817 | |||||
Issuance of Class A common stock sold in IPO, net of underwriting discounts and commissions and offering costs (shares) | 11,550,000 | (5,234,210) | |||||
Issuance of Class A common stock sold in IPO, net of underwriting discounts and commissions and offering costs | 141,164 | 70,188 | 70,976 | ||||
Deferred tax adjustment related to Tax Receivable Agreement | 7,180 | 7,180 | |||||
Members' equity at end of period at Mar. 31, 2021 | $ 0 | ||||||
Balance at end of period (shares) at Mar. 31, 2021 | 93,539,692 | 73,066,607 | |||||
Balance at end of period at Mar. 31, 2021 | (42,858) | $ 1 | $ 1 | 78,073 | (98,340) | (22,593) | |
Balance at beginning of period (shares) at Dec. 31, 2021 | 112,049,981 | 54,794,479 | |||||
Balance at beginning of period at Dec. 31, 2021 | (7,498) | $ 1 | $ 1 | 95,684 | (93,133) | (10,051) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 5,636 | 5,636 | |||||
Activity under stock compensation plan | (1,297) | (2,944) | 1,647 | ||||
Vesting of restricted share units (shares) | 308,416 | ||||||
Distributions to non-controlling interest | (2,938) | (2,938) | |||||
Net income (loss) | 4,649 | 2,640 | 2,009 | ||||
Balance at end of period (shares) at Mar. 31, 2022 | 112,358,397 | 54,794,479 | |||||
Balance at end of period at Mar. 31, 2022 | $ (1,448) | $ 1 | $ 1 | $ 98,376 | $ (90,493) | $ (9,333) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 4,649 | $ (8,334) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 2,694 | 2,401 |
Amortization/write off of deferred financing costs | 276 | 5,110 |
Equity-based compensation | 3,831 | 1,392 |
Deferred taxes | 1,419 | 557 |
Gain on sale of assets | 0 | 61 |
Changes in assets and liabilities: | ||
Accounts receivable | (25,388) | (1,134) |
Unbilled receivables | (2,616) | (6,201) |
Inventory | (11,111) | (5,971) |
Other assets | (3,421) | (3,465) |
Accounts payable | (2,106) | (1,693) |
Accrued expenses | 5,914 | (502) |
Net Cash Used in Operating Activities | (25,859) | (17,779) |
Cash Flows Used In Investing Activities | ||
Purchases of property, plant and equipment | (882) | (863) |
Net Cash Used in Investing Activities | (882) | (863) |
Cash Flows from Financing Activities | ||
Distributions to non-controlling interest | (2,938) | 0 |
Employee withholding taxes related to net settled equity awards | (1,297) | (137) |
Deferred financing costs | 0 | (94) |
Payments on term loan facility | (500) | (150,875) |
Proceeds from revolving credit facility | 35,000 | 19,000 |
Proceeds from issuance of Class A common stock sold in an IPO, net of underwriting discounts and commissions | 0 | 278,833 |
Purchase of LLC Interests with proceeds from IPO | 0 | (124,312) |
Deferred offering costs | 0 | (9,619) |
Net Cash Provided By Financing Activities | 30,265 | 12,796 |
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | 3,524 | (5,846) |
Cash, Cash Equivalents and Restricted Cash—Beginning of Period | 9,557 | 10,073 |
Cash, Cash Equivalents and Restricted Cash—End of Period | 13,081 | 4,227 |
Supplemental Cash Flows Information: | ||
Cash paid for interest | 2,710 | 2,209 |
Cash paid for taxes | 37 | 0 |
Non-cash investing and financing activities: | ||
Reclassification of deferred offering costs to additional paid-in capital | 0 | 3,738 |
Establishment of deferred tax assets | 0 | 49,049 |
Establishment of amounts payable pursuant to tax receivable agreement | 0 | 41,692 |
Capital contribution related to tax receivable agreement | 0 | 7,357 |
Income tax receivable from merger due to former owner | 0 | 3,069 |
Accrued equity-based compensation | $ 1,805 | $ 0 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Shoals Technologies Group, Inc. (the “Company”) was formed as a Delaware corporation on November 4, 2020 for the purpose of facilitating an initial public offering ("IPO") and other related organizational transactions to carry on the business of Shoals Parent LLC and its subsidiaries (“Shoals Parent”). Shoals Parent is a Delaware limited liability company formed on May 9, 2017. The Company is headquartered in Portland, Tennessee and is a manufacturer of electrical balance of systems (“EBOS”) solutions and components related to solar fields selling to customers across the United States and internationally. Shoals Parent, through its wholly-owned subsidiaries, Shoals Intermediate Holdings LLC (“Intermediate”) and Shoals Holdings LLC (“Holdings”) owns five other subsidiaries through which it conducts substantially all operations: Shoals Technologies, LLC, Shoals Technologies Group, LLC, Solon, LLC, and Shoals Structures, LLC (collectively “Shoals”). Shoals Parent acquired Shoals on May 25, 2017. On August 26, 2021, the Company acquired 100% of the stock of ConnectPV, Inc. (“ConnectPV”) with cash and Class A common stock. The acquisition was accounted for as a business combination and following the acquisition, the Company immediately converted ConnectPV to a limited liability company (Shoals Connect LLC) and contributed the entity to Shoals Parent, LLC through a series of transactions – see Note 3 - Acquisition of ConnectPV. Initial Public Offering On January 29, 2021, the Company closed an IPO of 11,550,000 shares of Class A common stock at a public offering price of $25.00 per share, including shares issued pursuant to the underwriters' over-allotment option. The Company received $278.8 million in proceeds, net of underwriting discounts and commissions of $9.9 million, which was used to purchase 6,315,790 newly-issued membership interests (the “LLC Interests”) from Shoals Parent and 5,234,210 LLC Interests from the founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of $25.00 per share. Organizational Transactions In connection with the IPO, the Company and Shoals Parent completed a series of transactions (the "Organizational Transactions") including the following: • the limited liability company agreement (the “LLC Agreement”) of Shoals Parent was amended and restated to, among other things, (i) provide for a new single class of common membership interests or the LLC Interests in Shoals Parent, (ii) exchange all of the then existing membership interests of the holders of Shoals Parent membership interests for LLC Interests and (iii) appoint the Company as the sole managing member of Shoals Parent; • the Company's certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock with voting and economic rights (ii) provide for Class B common stock with voting rights but no economic rights and (iii) issue 78,300,817 shares of Class B common stock to the former Class B and Class C members of Shoals Parent (the “Continuing Equity Owners”) on a one-to-one basis with the number of LLC Interests they own; • the acquisition, by merger, of Shoals Investment CTB or the former Class A member of Shoals Parent (the "Class A Shoals Equity Owners"), for which the Company issued 81,977,751 shares Class A common stock as merger consideration (the "Merger"). Follow-On Offering On July 16, 2021, the Company completed a follow-on offering consisting of 4,989,692 shares of Class A common stock offered by selling shareholders and 10,402,086 shares of Class A common stock offered by the Company. The Company used the proceeds of the sale of Class A common stock to purchase an equal number of LLC Interests and Class B common stock from our founder and management. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting and Presentation The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Non-controlling Interest The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, Shoals Parent, held by the Continuing Equity Owners. Non-controlling interest on the condensed consolidated balance sheet represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of March 31, 2022, the non-controlling interest was 32.78%. Unaudited Interim Financial Information The accompanying condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, the statements of operations, stockholders’ deficit and cash flows for the three months ended March 31, 2022 and 2021 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and the results of its operations and its cash flows for the three months ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three months ended March 31, 2022 and 2021 are also unaudited. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. These financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes thereto included in the Company’s 2021 Form 10-K. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include revenue recognition, allowance for doubtful accounts, useful lives of property, plant and equipment and other intangible assets, impairment of long-lived assets, reserve for excess and obsolete inventory, payable pursuant to the tax receivable agreement, and valuation allowance on deferred tax assets. Restricted Cash Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Restricted cash is restricted as to withdrawal or use. Tax distributions paid by Shoals Parent to the Company are restricted under the LLC Agreement for future payments under the tax receivable agreement and totaled $10.5 million and $4.6 million as of March 31, 2022 and December 31, 2021, respectively. A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet is as follows (in thousands): March 31, December 31, 2021 Cash and cash equivalents $ 2,534 $ 5,006 Restricted cash included in other current asset 4,222 — Restricted cash included in other assets 6,325 4,551 Total cash, cash equivalents and restricted cash $ 13,081 $ 9,557 Impact of COVID-19 Pandemic The global health crisis caused by the novel coronavirus COVID-19 pandemic and its variants have, and may continue, to negatively impact global economic activity, which, despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence. To date, while the Company has maintained uninterrupted business operations with normal turnaround times for its delivery of solar EBOS solutions and components, the impact of delays for other parts of customer systems has pushed some projects to future quarters. The Company has implemented adjustments to its operations designed to keep employees safe and comply with federal, state and local guidelines, including those regarding social distancing. The impact of COVID-19 and its emerging variants cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of the vaccines and the response by governmental bodies and regulators. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on our business, including, but not limited to, component shortages, disruptions in transportation or other supply chain related constraints. Customer Concentrations The Company had the following revenue concentrations representing 10% or more of revenue for the three months ended March 31, 2022 and 2021 and related accounts receivable concentrations as of March 31, 2022 and December 31, 2021: 2022 2021 Revenue % Accounts Revenue % Accounts Customer A 16.4 % 17.5 % 18.2 % 31.7 % Customer B 12.2 % 14.1 % 5.3 % 23.7 % Customer C 10.5 % 11.4 % — % — % Customer D 10.0 % 8.2 % — % — % Customer E 7.9 % 2.3 % 16.4 % 4.6 % Customer F 0.6 % 1.0 % 14.2 % 0.8 % Recent Accounting Pronouncements Adopted On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases” which supersedes the lease recognition requirements in ASC Topic 840, “Leases” . Under ASU No. 2016-02, lessees are required to recognize assets and liabilities on the consolidated balance sheets for most leases and provide enhanced disclosures. For companies that are not emerging growth companies (“EGCs”), the ASU was effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted the new standard using the modified retrospective method by recording a right-of-use asset of $1.2 million, short-term portion of lease liabilities of $0.4 million and long-term portion of lease liabilities of $0.8 million as of the effective date. Prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The adoption did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. See Note 13 - Leases for further information and disclosures related to the adoption of this standard. Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses , which was subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, and which requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. For EGC’s, the standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2022. The Company will continue to assess the possible impact of this standard, but currently does not expect the adoption of this standard will have a significant impact on its financial statements and its limited history of bad debt expense relating to trade accounts receivable. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU requires that contract assets and contract liabilities acquired in a business combination be recognized and measured in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within that fiscal year. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We are currently evaluating the impact of the new standard on our financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Acquisition of ConnectPV
Acquisition of ConnectPV | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of ConnectPV | Acquisition of ConnectPV On August 26, 2021, the Company acquired 100% of the common stock of ConnectPV. The acquisition of ConnectPV was accounted for as a business combination using the acquisition method of accounting. The aggregate purchase price was $13.8 million in cash (net of $0.8 million cash acquired) and 209,437 shares of Class A Common stock valued at $6.5 million. The cash portion of the purchase price was funded by borrowing under our Revolving Credit Facility. The purchase price paid has been preliminarily allocated to record the acquired assets and assumed liabilities based upon their estimated fair value pending finalization of the working capital calculation with the sellers. When determining the fair values of the assets acquired and assumed liabilities, management made significant estimates, judgements and assumptions. Management estimated that consideration paid exceeded the fair value of the net assets acquired. Therefore, goodwill of $19.3 million was recorded. The goodwill recognized was primarily attributable to the workforce and synergies related to the Company’s EBOS solutions and components business that are expected to arise from the ConnectPV acquisition. The following table is the preliminary balance sheet of ConnectPV as of the acquisition date, August 26, 2021, and includes the estimated fair value of the assets acquired and assumed liabilities. The estimated fair value allocated to certain property, plant and equipment, identifiable intangible assets and goodwill was determined based on a combination of market, cost and income approaches with the assistance of a third-party valuation firm (in thousands): Preliminary Purchase Price Allocation Cash and cash equivalents $ 849 Accounts receivable 5,313 Inventory 4,641 Other current assets 2,319 Total current assets 13,122 Property, plant and equipment 438 Goodwill 19,260 Other intangible assets 1,600 Total Assets 34,420 Accounts payable 9,228 Accrued expenses 3,397 Debt 1,537 Total liabilities 14,162 Net assets acquired $ 20,258 Pro Forma Financial Information (Unaudited) The pro forma information below gives effect to the ConnectPV acquisition as if it had been completed on the first day of each period presented. The pro forma results of operations are presented for informational purposes only. As such, they are not necessarily indicative of the Company’s results had the acquisition been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the assets and liabilities associated with the acquisition at their respective fair values, which are preliminary at this time, based on available information and to give effect to the financing for the acquisition (in thousands): Three Months Ended Revenue $ 51,593 Net loss $ 8,389 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consists of the following (in thousands): March 31, December 31, 2021 Accounts receivable $ 57,379 $ 32,015 Less: allowance for doubtful accounts (492) (516) Accounts receivable, net $ 56,887 $ 31,499 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following (in thousands): March 31, December 31, 2021 Raw materials $ 50,376 $ 39,265 Allowance for slow-moving inventory (897) (897) Inventory, net $ 49,479 $ 38,368 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment, net consists of the following (in thousands): Estimated Useful Lives (Years) March 31, December 31, 2021 Land N/A $ 840 $ 840 Building and land improvements 5-40 8,630 7,801 Machinery and equipment 3-5 10,908 10,693 Furniture and fixtures 3-7 1,614 1,775 Vehicles 5 65 65 22,057 21,174 Less: accumulated depreciation (6,025) (5,600) Property, plant and equipment, net $ 16,032 $ 15,574 Depreciation expense for the three months ended March 31, 2022 and 2021 was $0.4 million and $0.4 million, respectively. During the three months ended March 31, 2022 and 2021, $0.3 million and $0.3 million, respectively, of depreciation expense was allocated to cost of revenue. During the three months ended March 31, 2022 and 2021, $0.1 million and $0.1 million, respectively, of depreciation expense was allocated to operating expenses. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill relates to the acquisition of Shoals and ConnectPV. As of March 31, 2022 and December 31, 2021, goodwill totaled $69.4 million. Changes in the carrying amount of goodwill during the three months ended March 31, 2022 are shown below (in thousands): Goodwill Beginning Balance $ 69,436 Adjustments to fair value of acquisition of ConnectPV — Ending Balance $ 69,436 Other Intangible Assets Other intangible assets consisted of the following (in thousands): Estimated Useful Lives (Years) March 31, December 31, 2021 Amortizable: Costs: Customer relationships 13 $ 53,100 $ 53,100 Developed technology 13 34,600 34,600 Trade names 13 11,900 11,900 Backlog 1 600 600 Noncompete agreements 5 2,000 2,000 Total amortizable intangibles 102,200 102,200 Accumulated amortization: Customer relationships 19,702 18,629 Developed technology 12,864 12,199 Trade names 4,385 4,103 Backlog 350 200 Noncompete agreements 1,933 1,833 Total accumulated amortization 39,234 36,964 Total amortizable intangibles, net $ 62,966 $ 65,236 Amortization expense related to intangible assets amounted to $2.3 million and $2.0 million for the three months ended March 31, 2022 and 2021, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in thousands): March 31, December 31, 2021 Term Loan Facility $ 196,750 $ 197,250 Revolving Credit Facility 90,140 55,140 Less: deferred financing costs (5,061) (5,337) Total debt, net of deferred financing costs 281,829 247,053 Less: current portion (2,000) (2,000) Long-term debt, net current portion $ 279,829 $ 245,053 Senior Secured Credit Agreement On November 25, 2020 Shoals Holdings, entered into a senior secured credit agreement (the “Senior Secured Credit Agreement”), consisting of (i) a $350.0 million senior secured six-year term loan facility (the “Term Loan Facility”), (ii) a $30.0 million senior secured delayed draw term loan facility, which matures concurrently with the six-year Term Loan Facility (the “Delayed Draw Term Loan Facility”) and (iii) an uncommitted super senior first out revolving credit facility (the “Revolving Credit Facility”). In December 2020, Shoals Holdings entered into two amendments to the Senior Secured Credit Agreement in order to obtain a $100.0 million increase (the “Revolver Upsize”) to the Revolving Credit Facility and modify the terms of the interest rate and prepayment premium. As part of the first amendment the Company repaid and terminated all outstanding commitments under the Delayed Draw Term Loan Facility. On January 29, 2021, the Company used proceeds from the IPO to repay $150.0 million of outstanding borrowings under the Term Loan Facility. The repayment of a portion of the borrowings under the Term Loan Facility resulted in a $16.0 million loss on debt repayment as the result of the $11.3 million prepayment premium and $4.7 million write-off of a portion of the deferred financing costs. As of March 31, 2022, interest rates on the Term Loan facility and the Revolving credit facility were 4.25% and 3.75%, respectively and the Company had $9.9 million of availability under the Revolving Credit Facility. On May 2, 2022, Shoals Holdings entered into an amendment to the Senior Secured Credit Agreement in order to increase the amount available for borrowing under the Revolving Credit Facility from $100.0 million to $150.0 million. The amendment also set forth SOFR as the benchmark rate to succeed LIBOR and amended the financial covenant such that, commencing with the first day of the first full fiscal quarter following the amendment effective date, Shoals Holdings shall not permit its Consolidated First Lien Secured Leverage Ratio (as defined in the Senior Secured Credit Agreement) to exceed 6.50:1.00. The Senior Secured Credit Agreement contains affirmative and negative covenants, including covenants that restrict the Company’s incurrence of indebtedness, incurrence of liens, dispositions, investments, acquisitions, restricted payments, and transactions with affiliates. The Senior Secured Credit Agreement also includes customary events of default, including the occurrence of a change of control. As of March 31, 2022, the Company was in compliance with all the required covenants. |
Earnings per Share ("EPS")
Earnings per Share ("EPS") | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share ("EPS") | Earnings per Share ("EPS") Basic EPS of Class A Common Stock is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted EPS of Class A Common Stock is computed similarly to basic EPS except the weighted average shares outstanding are increased to include additional shares from the exchange of Class B Common Stock under the if-converted method and the assumed exercise of any common stock equivalents using the treasury stock method, if dilutive. The Company’s restricted stock units are considered common stock equivalents for this purpose. All earnings prior to and up to January 26, 2021, the date of the IPO, were entirely allocable to non-controlling interest and, as a result, EPS information is not applicable for reporting periods prior to this date. Consequently, only the net income allocable to Shoals Technologies Group, Inc. from the period subsequent to January 26, 2021 is included in the net loss attributable to the stockholders of Class A Common Stock for the period ended March 31, 2021. Basic and diluted EPS of Class A Common Stock have been computed as follows (in thousands, except per share amounts): Three Months Ended Period from January 27, 2021 Numerator: Net income (loss) attributable to Shoals Technologies Group, Inc. - basic $ 2,640 $ (11,009) Reallocation of net income (loss) attributable to non-controlling interests from the assumed conversion of Class B common stock — (5,475) Net income (loss) attributable to Shoals Technologies Group, Inc. - diluted $ 2,640 $ (5,534) Denominator: Weighted average shares of Class A common stock outstanding - basic 112,211 93,540 Effect of dilutive securities: Restricted Stock Units 29 — Class B Common Stock — — Weighted average shares of Class A common stock outstanding - diluted 112,240 93,540 Earnings (loss) per share of Class A common stock - basic $ 0.02 $ (0.06) Earnings (loss) per share of Class A common stock - diluted $ 0.02 $ (0.06) For the period from January 27, 2021 to March 31, 2021 and the three months ended March 31, 2022, the reallocation of net income attributable to non-controlling interest from the assumed conversion of Class B common stock has been excluded along with the dilutive effect of the restricted stock units for the period January 27, 2021 to March 31, 2021 and Class B common stock to the weighted average shares of Class A common stock outstanding – dilutive as it was antidilutive. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation 2021 Long-term Incentive Plan On January 26, 2021, the Shoals Technologies Group, Inc. 2021 Long-Term incentive Plan (the “2021 Incentive Plan”) became effective. The 2021 Incentive Plan authorized 8,768,124 new shares, subject to adjustment pursuant to the 2021 Incentive Plan. During 2021 and 2022, the Company has granted 1,701,306 and 117,408 restricted stock units (“RSUs") to certain employees, officers and directors of the Company, respectively. The RSUs have grant date fair values ranging from $12.00 to $34.60 per unit and generally vest ratably over either 4 years or 3 years, except for some of the director grants which immediately vested or vest over 1 year. There were a limited number of awards with immediate vesting. Activity under the 2021 Incentive Plan was as follows: Restricted Weighted Average Price Outstanding, December 31, 2021 1,632,844 $ 27.58 Granted 117,408 $ 15.37 Forfeited (4,181) $ 30.43 Vested (392,714) $ 23.79 Outstanding, March 31, 2022 1,353,357 $ 27.58 For the three months ended March 31, 2022 and 2021, the Company recognized $3.8 million and $1.4 million, respectively in equity-based compensation. As of March 31, 2022, the Company had $32.8 million of unrecognized compensation costs which is expected to be recognized over a period of 2.75 years. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders' Deficit Amendment and Restatement of Certificate of Incorporation As discussed in Note 1, on January 26, 2021, the Company's certificate of incorporation was amended and restated to, among other things, provide for the (i) authorization of 1,000,000,000 shares of Class A common stock with a par value of $0.00001 per share; (ii) authorization of 195,000,000 shares of Class B common stock with a par value of $0.00001 per share; (iii) authorization of 5,000,000 shares of preferred stock that may be issued from time to time by the Company's Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, the members of which will serve for staggered terms. Holders of Class A common stock and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock held by the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one-for-one basis if the Company, at the election of a Continuing Equity Owner, redeem or exchange LLC Interests. The Company must, at all times, maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Initial Public Offering As discussed in Note 1, on January 29, 2021, the Company closed an IPO of 11,550,000 shares of the Class A common stock at a public offering price of $25.00 per share. The Company received $278.8 million in proceeds, net of underwriting discounts and commissions, which was used to purchase 6,315,790 LLC Interests from Shoals Parent and 5,234,210 LLC Interests from the founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of the Class A common stock of $25.00. Shoals Parent Recapitalization As noted above, in connection with the IPO, the limited liability company agreement of Shoals Parent was amended and restated to, among other things, (i) provide for a new single class of common membership interests in Shoals Parent, or the LLC Interests; (ii) exchange all of the then existing membership interests of the Continuing Equity Owners for LLC Interests (iii) exchange all the then existing membership interest of the Class A Shoals Equity Owners for LLC Interests and (iv) appoint the Company as the sole managing member of Shoals Parent. The Company has a majority economic interest in, is the sole managing member of, has the sole voting power in, and controls the management of Shoals Parent. The amendment also requires that Shoals Parent, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners. Acquisition of Former Shoals Equity Owners On January 26, 2021, the Company acquired, by merger, an entity that was a member of Shoals Parent, or the Class A Shoals Equity Owners, for which the Company issued 81,977,751 shares of Class A common stock as merger consideration. The only assets held by the Class A Shoals Equity Owners were 81,977,751 LLC Interests. Upon consummation of the Merger, the Company recognized the LLC Interests at carrying value, as the Merger is considered to be a transaction between entities under common control. |
Non-Controlling Interests
Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | Non-Controlling Interests As of March 31, 2022, the Company owned 67.22% of Shoals Parent. The following table summarizes the effects of the changes in ownership in Shoals Parent on equity: Three Months Ended Period from January 27, 2021 Net income (loss) attributable to non-controlling interest $ 2,009 $ (5,475) Transfers to non-controlling interests Decrease as a result of the Organizational Transactions — (88,644) Increase as a result of newly issued LLC Interests in IPO — 70,976 Increase as a result of activity under stock compensation plan 1,647 550 Decrease from distributions to non-controlling interest (2,938) — Change from net income attributable to/from non-controlling interest and transfers to non-controlling interest $ 718 $ (22,593) Issuance of Additional LLC Interests Under the LLC Agreement, the Company is required to cause Shoals Parent to issue additional LLC Interests to the Company when the Company issues additional shares of Class A Common Stock. Other than as it relates to the issuance of Class A Common Stock in connection with an equity incentive program, the Company must contribute to Shoals Parent net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A Common Stock. The Company must cause Shoals Parent to issue a number of LLC Interests equal to the number of shares of Class A Common Stock issued such that, at all times, the number of LLC Interests held by the Company equals the number of outstanding shares of Class A Common Stock. During the three months ended March 31, 2022, the Company caused Shoals Parent to issue to the Company a total of 308,416 LLC Interests for the vesting of awards granted under the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan. Distributions for Taxes As a limited liability company (treated as a partnership for income tax purposes), Shoals Parent does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the LLC Agreement, Shoals Parent is required to distribute cash, to the extent that Shoals Parent has cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to each member’s share of Shoals Parent taxable earnings. Shoals Parent makes such tax distributions to its members quarterly, based on the single highest marginal tax rate applicable to its members applied to projected year-to-date taxable income, with a final accounting once actual taxable income or loss has been determined. During the three months ended March 31, 2022, tax distributions to non-controlling LLC Interests holders was $2.9 million. Other Distributions Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC members and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC units. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Effective January 1, 2021, the Company adopted ASC 842 Leases using the modified retrospective approach. The Company elected the use of the package of practical expedients permitted under the transition guidance which allows the Company not to reassess whether a contract contains a lease, carry forward the historical lease classification and not reassess initial direct lease costs. The Company also elected to apply the short-term measurement and recognition exemption in which the right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases. Adoption of this standard resulted in recording of net operating lease ROU assets and corresponding operating lease liabilities of $1.2 million and $1.2 million, respectively. The standard did not materially affect the condensed consolidated statements of income and had no impact on the condensed consolidated statements of cash flows. The following table summarizes the balances as it relates to leases at the end of the period (in thousands): (*) March 31, ROU Asset Other assets $ 4,993 Lease liability, current portion Accrued expenses $ 1,062 Lease liability, long-term portion Other long-term liabilities 4,097 Total lease liability $ 5,159 (*) Location on the condensed consolidated balance sheet The Company determines if an arrangement is a lease at its inception. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company’s leases generally do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight-line basis over the lease term. Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the right-of-use assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in the condensed consolidated balance sheets. The Company also elected to apply the practical expedient to consider non-lease components as a part of the lease. The Company's leases contain certain non-lease components for common area maintenance which are variable on a month to month basis and as such recorded as a variable lease expense as incurred. The details of the Company’s operating leases are as follows (in thousands): Three Months Ended March 31, 2022 Operating lease expense $ 280 Variable lease expense 31 Short-term lease expense 143 Total lease expense $ 454 The following table presents the maturities of lease liabilities (in thousands): Fiscal year ending December 31, Operating Leases 2022 $ 976 2023 1,339 2024 1,264 2025 960 2026 952 Thereafter 246 Total lease payments 5,737 Less: Imputed lease interest (578) Total lease liabilities $ 5,159 The following table represents future minimum lease obligations under non-cancelable operating leases (in thousands): Fiscal year ending December 31, Operating Leases 2022 $ 489 2023 499 2024 200 2025 58 2026 6 Total $ 1,252 The Company’s weighted-average remaining lease-term and weighted-average discount rate are as follows (in thousands): Three Months Ended March 31, 2022 Weighted average remaining lease-term 4.5 years Weighted average discount rate 4.5% Supplemental cash flow and other information related to operating leases are as follows: Three Months Ended March 31, 2022 Operating cash flows from operating leases $ 288 Non cash investing activities: Lease liabilities arising from obtaining right-of-use assets as of January 1, 2022 $ 1,239 Lease liabilities arising from obtaining right-of-use assets during Q1 2022 $ 3,990 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is from time to time subject to legal proceedings and claims, which arise in the normal course of its business. In the opinion of management and legal counsel, the amount of losses that may be sustained, if any, would not have a material effect on the financial position, results of operations or cash flows of the Company. Surety Bonds The Company provides surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee the Company’s performance in accordance with contractual or legal obligations. As of March 31, 2022, the maximum potential payment obligation with regard to surety bonds was $11.4 million. Employee Benefit Plan The Company has a 401(k) retirement plan for substantially all of its employees based on certain eligibility requirements. Effective January 1, 2021 the Company began making matching contributions to the plan and may also provide discretionary contributions to the plan at the discretion of management. No such discretionary contributions have been made since inception of the plan. For the three months ended March 31, 2022 and 2021, the Company made matching contributions totaling $0.2 million and $0.1 million, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is taxed as a subchapter C corporation and is subject to federal and state income taxes. The Company’s sole material asset is Shoals Parent, which is a limited liability company that is taxed as a partnership for US federal and certain state and local income tax purposes. Shoals Parent’s net taxable income and related tax credits, if any, are passed through to its members and included in the member’s tax returns. Shoals Parent is subject to and reports an entity level tax in various states. The income tax burden on the earnings taxed to the noncontrolling interest holders is not reported by the Company in its consolidated financial statements under U.S. GAAP. As a result, the Company’s effective tax rate differs materially from the statutory rate. Our effective income tax rate for the three months ended March 31, 2022, and March 31, 2021, was 24.7% and 15.1% respectively. In calculating the provision for interim income taxes, in accordance with ASC Topic 740, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period. For annual periods, the Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. As of the quarter ended March 31, 2022, the Company has recorded $0.9 million of gross unrecognized tax benefits inclusive of interest and penalties, all of which, if recognized, would favorably impact the effective tax rate. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. The Company files U.S. federal and certain state income tax returns. The income tax returns of the Company are subject to examination by U.S. federal and state taxing authorities for various time periods, depending on those jurisdictions’ rules, generally after the income tax returns are filed. |
Payable Pursuant to the Tax Rec
Payable Pursuant to the Tax Receivable Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Tax Receivable Agreement [Abstract] | |
Payable Pursuant to the Tax Receivable Agreement | Payable Pursuant to the Tax Receivable Agreement The Company has a TRA with the TRA Owners that provides for the payment by the Company to the TRA Owners (or their permitted assignees) of 85% of the amount of the benefits, if any, that the Company actually realizes or is deemed to realize as a result of (i) the Company’s allocable share of existing tax basis acquired in connection with the Organizational Transactions (including Blocker’s share of existing tax basis) and increases to such allocable share of existing tax basis, (ii) certain increases in the tax basis of assets of Shoals Parent and its subsidiaries resulting from purchases or exchanges of LLC Interests, and (iii) certain other tax benefits related to the Company entering into the TRA, including those attributable to payments made under the TRA. These contractual payment obligations are obligations of the Company and not of Shoals Parent. The Company’s payable pursuant to the TRA was determined on an undiscounted basis in accordance with ASC 450, Contingencies, since the contractual payment obligations were deemed to be probable and reasonably estimable. For purposes of the TRA, the benefit deemed realized by the Company is computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of Shoals Parent as a result of the purchases or exchanges, and had the Company not entered into the TRA. The following table reflects the changes to the Company's payable pursuant to the tax receivable agreement (in thousands): Three Months Ended March 31, 2022 2021 Beginning balance $ 156,374 $ — Additions to TRA: IPO exchange of LLC Interests for Class A Common Stock from founder — 28,202 Merger of Shoals investment CTB — 13,490 Adjustment for change in estimated tax rate — — Payments under TRA — — Payable pursuant to TRA 156,374 41,692 Less: current portion (4,065) — Payable pursuant to TRA, less current portion $ 152,309 $ 41,692 The TRA further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, or if the Company materially breaches any of its material obligations under the TRA, the Company (or its successor) would owe to the TRA Owners a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the TRA that would be based on certain assumptions, including a deemed exchange of LLC Interests and that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the TRA. The Company also is entitled to terminate the TRA, which, if terminated, would obligate the Company to make early termination payments to the TRA Owners. When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from the Company’s increased tax basis as a result of exchanges of LLC Interests by the TRA Owners, the Company continuously monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company is subject to tax. |
Revenue by Product
Revenue by Product | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Product | Revenue by Product Based on Topic 606 provisions, the Company disaggregates its revenue from contracts with customers between system solutions and components. System solutions are contracts under which the Company provides multiple products typically in connection with the design and specification of an entire EBOS system. Components represents sales of individual solar components. The following table presents the Company’s revenue disaggregated by system solutions and solar components which are recorded over time as follows (in thousands): Three Months Ended March 31, 2022 2021 System solutions $ 46,829 $ 33,369 Solar components 21,147 12,235 Total revenue $ 67,976 $ 45,604 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting and Presentation | Basis of Accounting and PresentationThe condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Non-controlling Interest | Non-controlling Interest The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, Shoals Parent, held by the Continuing Equity Owners. Non-controlling interest on the condensed consolidated balance sheet represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include revenue recognition, allowance for doubtful accounts, useful lives of property, plant and equipment and other intangible assets, impairment of long-lived assets, reserve for excess and obsolete inventory, payable pursuant to the tax receivable agreement, and valuation allowance on deferred tax assets. |
Restricted Cash | Restricted CashRestricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Restricted cash is restricted as to withdrawal or use. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases” which supersedes the lease recognition requirements in ASC Topic 840, “Leases” . Under ASU No. 2016-02, lessees are required to recognize assets and liabilities on the consolidated balance sheets for most leases and provide enhanced disclosures. For companies that are not emerging growth companies (“EGCs”), the ASU was effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted the new standard using the modified retrospective method by recording a right-of-use asset of $1.2 million, short-term portion of lease liabilities of $0.4 million and long-term portion of lease liabilities of $0.8 million as of the effective date. Prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The adoption did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. See Note 13 - Leases for further information and disclosures related to the adoption of this standard. Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses , which was subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, and which requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. For EGC’s, the standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2022. The Company will continue to assess the possible impact of this standard, but currently does not expect the adoption of this standard will have a significant impact on its financial statements and its limited history of bad debt expense relating to trade accounts receivable. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU requires that contract assets and contract liabilities acquired in a business combination be recognized and measured in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within that fiscal year. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We are currently evaluating the impact of the new standard on our financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet is as follows (in thousands): March 31, December 31, 2021 Cash and cash equivalents $ 2,534 $ 5,006 Restricted cash included in other current asset 4,222 — Restricted cash included in other assets 6,325 4,551 Total cash, cash equivalents and restricted cash $ 13,081 $ 9,557 |
Schedule of Restricted Cash | A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet is as follows (in thousands): March 31, December 31, 2021 Cash and cash equivalents $ 2,534 $ 5,006 Restricted cash included in other current asset 4,222 — Restricted cash included in other assets 6,325 4,551 Total cash, cash equivalents and restricted cash $ 13,081 $ 9,557 |
Schedule of Revenue and Accounts Receivable Concentration Risks | The Company had the following revenue concentrations representing 10% or more of revenue for the three months ended March 31, 2022 and 2021 and related accounts receivable concentrations as of March 31, 2022 and December 31, 2021: 2022 2021 Revenue % Accounts Revenue % Accounts Customer A 16.4 % 17.5 % 18.2 % 31.7 % Customer B 12.2 % 14.1 % 5.3 % 23.7 % Customer C 10.5 % 11.4 % — % — % Customer D 10.0 % 8.2 % — % — % Customer E 7.9 % 2.3 % 16.4 % 4.6 % Customer F 0.6 % 1.0 % 14.2 % 0.8 % |
Acquisition of ConnectPV (Table
Acquisition of ConnectPV (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The estimated fair value allocated to certain property, plant and equipment, identifiable intangible assets and goodwill was determined based on a combination of market, cost and income approaches with the assistance of a third-party valuation firm (in thousands): Preliminary Purchase Price Allocation Cash and cash equivalents $ 849 Accounts receivable 5,313 Inventory 4,641 Other current assets 2,319 Total current assets 13,122 Property, plant and equipment 438 Goodwill 19,260 Other intangible assets 1,600 Total Assets 34,420 Accounts payable 9,228 Accrued expenses 3,397 Debt 1,537 Total liabilities 14,162 Net assets acquired $ 20,258 |
Schedule of Pro Forma Financial Information | The pro forma information below gives effect to the ConnectPV acquisition as if it had been completed on the first day of each period presented. The pro forma results of operations are presented for informational purposes only. As such, they are not necessarily indicative of the Company’s results had the acquisition been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the assets and liabilities associated with the acquisition at their respective fair values, which are preliminary at this time, based on available information and to give effect to the financing for the acquisition (in thousands): Three Months Ended Revenue $ 51,593 Net loss $ 8,389 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consists of the following (in thousands): March 31, December 31, 2021 Accounts receivable $ 57,379 $ 32,015 Less: allowance for doubtful accounts (492) (516) Accounts receivable, net $ 56,887 $ 31,499 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following (in thousands): March 31, December 31, 2021 Raw materials $ 50,376 $ 39,265 Allowance for slow-moving inventory (897) (897) Inventory, net $ 49,479 $ 38,368 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment, Net | Property, plant, and equipment, net consists of the following (in thousands): Estimated Useful Lives (Years) March 31, December 31, 2021 Land N/A $ 840 $ 840 Building and land improvements 5-40 8,630 7,801 Machinery and equipment 3-5 10,908 10,693 Furniture and fixtures 3-7 1,614 1,775 Vehicles 5 65 65 22,057 21,174 Less: accumulated depreciation (6,025) (5,600) Property, plant and equipment, net $ 16,032 $ 15,574 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | Changes in the carrying amount of goodwill during the three months ended March 31, 2022 are shown below (in thousands): Goodwill Beginning Balance $ 69,436 Adjustments to fair value of acquisition of ConnectPV — Ending Balance $ 69,436 |
Schedule of Other Intangible Assets | Other intangible assets consisted of the following (in thousands): Estimated Useful Lives (Years) March 31, December 31, 2021 Amortizable: Costs: Customer relationships 13 $ 53,100 $ 53,100 Developed technology 13 34,600 34,600 Trade names 13 11,900 11,900 Backlog 1 600 600 Noncompete agreements 5 2,000 2,000 Total amortizable intangibles 102,200 102,200 Accumulated amortization: Customer relationships 19,702 18,629 Developed technology 12,864 12,199 Trade names 4,385 4,103 Backlog 350 200 Noncompete agreements 1,933 1,833 Total accumulated amortization 39,234 36,964 Total amortizable intangibles, net $ 62,966 $ 65,236 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands): March 31, December 31, 2021 Term Loan Facility $ 196,750 $ 197,250 Revolving Credit Facility 90,140 55,140 Less: deferred financing costs (5,061) (5,337) Total debt, net of deferred financing costs 281,829 247,053 Less: current portion (2,000) (2,000) Long-term debt, net current portion $ 279,829 $ 245,053 |
Earnings per Share ("EPS") (Tab
Earnings per Share ("EPS") (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted EPS of Class A Common Stock have been computed as follows (in thousands, except per share amounts): Three Months Ended Period from January 27, 2021 Numerator: Net income (loss) attributable to Shoals Technologies Group, Inc. - basic $ 2,640 $ (11,009) Reallocation of net income (loss) attributable to non-controlling interests from the assumed conversion of Class B common stock — (5,475) Net income (loss) attributable to Shoals Technologies Group, Inc. - diluted $ 2,640 $ (5,534) Denominator: Weighted average shares of Class A common stock outstanding - basic 112,211 93,540 Effect of dilutive securities: Restricted Stock Units 29 — Class B Common Stock — — Weighted average shares of Class A common stock outstanding - diluted 112,240 93,540 Earnings (loss) per share of Class A common stock - basic $ 0.02 $ (0.06) Earnings (loss) per share of Class A common stock - diluted $ 0.02 $ (0.06) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | Activity under the 2021 Incentive Plan was as follows: Restricted Weighted Average Price Outstanding, December 31, 2021 1,632,844 $ 27.58 Granted 117,408 $ 15.37 Forfeited (4,181) $ 30.43 Vested (392,714) $ 23.79 Outstanding, March 31, 2022 1,353,357 $ 27.58 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Effects of Changes in Ownership | The following table summarizes the effects of the changes in ownership in Shoals Parent on equity: Three Months Ended Period from January 27, 2021 Net income (loss) attributable to non-controlling interest $ 2,009 $ (5,475) Transfers to non-controlling interests Decrease as a result of the Organizational Transactions — (88,644) Increase as a result of newly issued LLC Interests in IPO — 70,976 Increase as a result of activity under stock compensation plan 1,647 550 Decrease from distributions to non-controlling interest (2,938) — Change from net income attributable to/from non-controlling interest and transfers to non-controlling interest $ 718 $ (22,593) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | The following table summarizes the balances as it relates to leases at the end of the period (in thousands): (*) March 31, ROU Asset Other assets $ 4,993 Lease liability, current portion Accrued expenses $ 1,062 Lease liability, long-term portion Other long-term liabilities 4,097 Total lease liability $ 5,159 (*) Location on the condensed consolidated balance sheet |
Schedule of Lease Expense | The details of the Company’s operating leases are as follows (in thousands): Three Months Ended March 31, 2022 Operating lease expense $ 280 Variable lease expense 31 Short-term lease expense 143 Total lease expense $ 454 The Company’s weighted-average remaining lease-term and weighted-average discount rate are as follows (in thousands): Three Months Ended March 31, 2022 Weighted average remaining lease-term 4.5 years Weighted average discount rate 4.5% Supplemental cash flow and other information related to operating leases are as follows: Three Months Ended March 31, 2022 Operating cash flows from operating leases $ 288 Non cash investing activities: Lease liabilities arising from obtaining right-of-use assets as of January 1, 2022 $ 1,239 Lease liabilities arising from obtaining right-of-use assets during Q1 2022 $ 3,990 |
Schedule of Operating Lease Maturity | The following table presents the maturities of lease liabilities (in thousands): Fiscal year ending December 31, Operating Leases 2022 $ 976 2023 1,339 2024 1,264 2025 960 2026 952 Thereafter 246 Total lease payments 5,737 Less: Imputed lease interest (578) Total lease liabilities $ 5,159 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table represents future minimum lease obligations under non-cancelable operating leases (in thousands): Fiscal year ending December 31, Operating Leases 2022 $ 489 2023 499 2024 200 2025 58 2026 6 Total $ 1,252 |
Payable Pursuant to the Tax R_2
Payable Pursuant to the Tax Receivable Agreement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Tax Receivable Agreement [Abstract] | |
Schedule of Tax Receivable Agreement | The following table reflects the changes to the Company's payable pursuant to the tax receivable agreement (in thousands): Three Months Ended March 31, 2022 2021 Beginning balance $ 156,374 $ — Additions to TRA: IPO exchange of LLC Interests for Class A Common Stock from founder — 28,202 Merger of Shoals investment CTB — 13,490 Adjustment for change in estimated tax rate — — Payments under TRA — — Payable pursuant to TRA 156,374 41,692 Less: current portion (4,065) — Payable pursuant to TRA, less current portion $ 152,309 $ 41,692 |
Revenue by Product (Tables)
Revenue by Product (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Product | The following table presents the Company’s revenue disaggregated by system solutions and solar components which are recorded over time as follows (in thousands): Three Months Ended March 31, 2022 2021 System solutions $ 46,829 $ 33,369 Solar components 21,147 12,235 Total revenue $ 67,976 $ 45,604 |
Organization and Business - Nar
Organization and Business - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 16, 2021shares | Jan. 29, 2021USD ($)$ / sharesshares | Jan. 26, 2021shares | Mar. 31, 2022USD ($)subsidiaryshares | Mar. 31, 2021USD ($) | Aug. 26, 2021 |
Class of Stock [Line Items] | ||||||
Number of subsidiaries | subsidiary | 5 | |||||
Underwriting discounts and commission payments | $ | $ 0 | $ 9,619 | ||||
Shoals Parent | ||||||
Class of Stock [Line Items] | ||||||
Interests purchased in subsidiaries (shares) | 6,315,790 | 308,416 | ||||
Founder and Class B Unit Holder in Shoals Parent | ||||||
Class of Stock [Line Items] | ||||||
Interests purchased in subsidiaries (shares) | 5,234,210 | |||||
Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock issued for organizational transactions (shares) | 81,977,751 | 81,977,751 | ||||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock issued in conversion (shares) | 78,300,817 | |||||
Stock issued in conversion per share (shares) | 1 | |||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Consideration received from stock issued in IPO | $ | $ 278,800 | |||||
Underwriting discounts and commission payments | $ | $ 9,900 | |||||
IPO | Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock issued in IPO (shares) | 11,550,000 | |||||
Price per share of stock issued in IPO (USD per share) | $ / shares | $ 25 | |||||
Stock Offering By Selling Shareholders | Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock issued in IPO (shares) | 4,989,692 | |||||
Stock Offering | Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock issued in IPO (shares) | 10,402,086 | |||||
ConnectPV | ||||||
Class of Stock [Line Items] | ||||||
Voting interests acquired (as a percent) | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Condensed Income Statements, Captions [Line Items] | |||
Restricted cash and cash equivalents | $ 10,500 | $ 4,600 | |
ROU Asset | 4,993 | ||
Lease liability, current portion | 1,062 | ||
Lease liability, long-term portion | $ 4,097 | ||
Accounting Standards Update 2016-02 | |||
Condensed Income Statements, Captions [Line Items] | |||
ROU Asset | $ 1,200 | ||
Lease liability, current portion | 400 | ||
Lease liability, long-term portion | $ 800 | ||
Shoals Parent | |||
Condensed Income Statements, Captions [Line Items] | |||
Non-controlling ownership interest (as a percent) | 32.78% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 2,534 | $ 5,006 | ||
Restricted cash included in other current asset | 4,222 | 0 | ||
Restricted cash included in other assets | 6,325 | 4,551 | ||
Total cash, cash equivalents and restricted cash | $ 13,081 | $ 9,557 | $ 4,227 | $ 10,073 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue and Accounts Receivable Concentrations (Details) - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue % | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 16.40% | 18.20% |
Revenue % | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 12.20% | 5.30% |
Revenue % | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 10.50% | 0.00% |
Revenue % | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 10.00% | 0.00% |
Revenue % | Customer E | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 7.90% | 16.40% |
Revenue % | Customer F | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 0.60% | 14.20% |
Accounts Receivable % | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 17.50% | 31.70% |
Accounts Receivable % | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 14.10% | 23.70% |
Accounts Receivable % | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 11.40% | 0.00% |
Accounts Receivable % | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 8.20% | 0.00% |
Accounts Receivable % | Customer E | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 2.30% | 4.60% |
Accounts Receivable % | Customer F | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 1.00% | 0.80% |
Acquisition of ConnectPV - Narr
Acquisition of ConnectPV - Narrative (Details) - ConnectPV $ in Millions | Aug. 26, 2021USD ($)shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Voting interests acquired (as a percent) | 100.00% |
Aggregate purchase price, net of cash acquired | $ 13.8 |
Cash acquired from acquisition | $ 0.8 |
Equity interest issued or issuable (shares) | shares | 209,437 |
Value of equity interest issued or issuable | $ 6.5 |
Adjustments to fair value of acquisition of ConnectPV | $ 19.3 |
Acquisition of ConnectPV - Prel
Acquisition of ConnectPV - Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 26, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 69,436 | $ 69,436 | |
ConnectPV | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 849 | ||
Accounts receivable | 5,313 | ||
Inventory | 4,641 | ||
Other current assets | 2,319 | ||
Total current assets | 13,122 | ||
Property, plant and equipment | 438 | ||
Goodwill | 19,260 | ||
Other intangible assets | 1,600 | ||
Total Assets | 34,420 | ||
Accounts payable | 9,228 | ||
Accrued expenses | 3,397 | ||
Debt | 1,537 | ||
Total liabilities | 14,162 | ||
Net assets acquired | $ 20,258 |
Acquisition of ConnectPV - Pro
Acquisition of ConnectPV - Pro Forma Financial Information (Details) - ConnectPV $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 51,593 |
Net loss | $ 8,389 |
Accounts Receivable - Summary (
Accounts Receivable - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 57,379 | $ 32,015 |
Less: allowance for doubtful accounts | (492) | (516) |
Accounts receivable, net | $ 56,887 | $ 31,499 |
Inventory - Summary (Details)
Inventory - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 50,376 | $ 39,265 |
Allowance for slow-moving inventory | (897) | (897) |
Inventory, net | $ 49,479 | $ 38,368 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 22,057 | $ 21,174 |
Less: accumulated depreciation | (6,025) | (5,600) |
Property, plant and equipment, net | 16,032 | 15,574 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 840 | 840 |
Building and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,630 | 7,801 |
Building and land improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Building and land improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 40 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,908 | 10,693 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,614 | 1,775 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 7 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Property, plant and equipment, gross | $ 65 | $ 65 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.4 | $ 0.4 |
Depreciation expense allocated to cost of revenue | 0.3 | 0.3 |
Depreciation expense allocated to operating expenses | $ 0.1 | $ 0.1 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 69,436 | $ 69,436 | |
Amortization expense of intangible assets | $ 2,300 | $ 2,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 69,436 |
Adjustments to fair value of acquisition of ConnectPV | 0 |
Goodwill, ending balance | $ 69,436 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangibles | $ 102,200 | $ 102,200 |
Total accumulated amortization | 39,234 | 36,964 |
Total amortizable intangibles, net | $ 62,966 | 65,236 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 13 years | |
Total amortizable intangibles | $ 53,100 | 53,100 |
Total accumulated amortization | $ 19,702 | 18,629 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 13 years | |
Total amortizable intangibles | $ 34,600 | 34,600 |
Total accumulated amortization | $ 12,864 | 12,199 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 13 years | |
Total amortizable intangibles | $ 11,900 | 11,900 |
Total accumulated amortization | $ 4,385 | 4,103 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 1 year | |
Total amortizable intangibles | $ 600 | 600 |
Total accumulated amortization | $ 350 | 200 |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Total amortizable intangibles | $ 2,000 | 2,000 |
Total accumulated amortization | $ 1,933 | $ 1,833 |
Long-Term Debt - Summary (Detai
Long-Term Debt - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: deferred financing costs | $ (5,061) | $ (5,337) |
Total debt, net of deferred financing costs | 281,829 | 247,053 |
Less: current portion | (2,000) | (2,000) |
Long-term debt, net current portion | 279,829 | 245,053 |
Senior Secured Credit Agreement | Line of Credit | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 196,750 | 197,250 |
Senior Secured Credit Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 90,140 | $ 55,140 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Jan. 29, 2021USD ($) | Nov. 25, 2020USD ($) | Dec. 31, 2020USD ($)amendment | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | May 02, 2022USD ($) | May 01, 2022USD ($) |
Debt Instrument [Line Items] | |||||||
Payments on term loan facility | $ 500,000 | $ 150,875,000 | |||||
Loss on debt repayment | $ 0 | $ 15,990,000 | |||||
Senior Secured Credit Agreement | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Number of amendments to debt agreement | amendment | 2 | ||||||
Senior Secured Credit Agreement | Line of Credit | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instrument | $ 350,000,000 | ||||||
Term of debt instrument | 6 years | ||||||
Payments on term loan facility | $ 150,000,000 | ||||||
Loss on debt repayment | (16,000,000) | ||||||
Prepayment premium | 11,300,000 | ||||||
Write-off of deferred financing costs | $ 4,700,000 | ||||||
Effective interest rate of debt instrument (as a percent) | 4.25% | ||||||
Senior Secured Credit Agreement | Line of Credit | Delayed Draw Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Term of debt instrument | 6 years | ||||||
Maximum borrowing capacity of credit facility | $ 30,000,000 | ||||||
Senior Secured Credit Agreement | Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Increase in maximum borrowing capacity of credit facility | $ 100,000,000 | ||||||
Effective interest rate of debt instrument (as a percent) | 3.75% | ||||||
Remaining borrowing capacity under credit facility | $ 9,900,000 | ||||||
Senior Secured Credit Agreement | Line of Credit | Revolving Credit Facility | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity of credit facility | $ 150,000,000 | $ 100,000,000 | |||||
Maximum net leverage ratio | 6.50 |
Earnings per Share ("EPS") (Det
Earnings per Share ("EPS") (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Numerator: | ||
Net income (loss) attributable to Shoals Technologies Group, Inc. - basic | $ (11,009) | $ 2,640 |
Reallocation of net income (loss) attributable to non-controlling interests from the assumed conversion of Class B common stock | (5,475) | 0 |
Net income (loss) attributable to Shoals Technologies Group, Inc. - diluted | $ (5,534) | $ 2,640 |
Denominator: | ||
Weighted average shares of Class A common stock outstanding - basic (shares) | 93,540 | 112,211 |
Weighted average shares of Class A common stock outstanding - diluted (shares) | 93,540 | 112,240 |
Earnings (loss) per share of Class A common stock - basic (USD per share) | $ (0.06) | $ 0.02 |
Earnings (loss) per share of Class A common stock - diluted (USD per share) | $ (0.06) | $ 0.02 |
Restricted Stock Units | ||
Denominator: | ||
Effect of dilutive securities (shares) | 0 | 29 |
Class B Common Stock | ||
Denominator: | ||
Effect of dilutive securities (shares) | 0 | 0 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 26, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | $ 3,831 | $ 1,392 | ||
Equity-based compensation | 3,800 | $ 1,400 | ||
Unrecognized compensation costs | $ 32,800 | |||
Period for recognition of unrecognized compensation costs | 2 years 9 months | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units granted (shares) | 117,408 | 1,701,306 | ||
Restricted Stock Units | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Restricted Stock Units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share price (USD per share) | $ 12 | |||
Award vesting period | 3 years | |||
Restricted Stock Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share price (USD per share) | $ 34.60 | |||
Award vesting period | 4 years | |||
2021 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (shares) | 8,768,124 |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units | ||
Outstanding at beginning of period (shares) | 1,632,844 | |
Granted (shares) | 117,408 | 1,701,306 |
Forfeited (shares) | (4,181) | |
Vested (shares) | (392,714) | |
Outstanding at end of period (shares) | 1,353,357 | 1,632,844 |
Weighted Average Price | ||
Balance at beginning of period (USD per share) | $ 27.58 | |
Granted (USD per share) | 15.37 | |
Forfeited (USD per share) | 30.43 | |
Vested (USD per share) | 23.79 | |
Balance at end of period (USD per share) | $ 27.58 | $ 27.58 |
Stockholders' Deficit - Narrati
Stockholders' Deficit - Narrative (Details) $ / shares in Units, $ in Millions | Jan. 29, 2021USD ($)$ / sharesshares | Jan. 26, 2021voteclass$ / sharesshares | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Class of Stock [Line Items] | ||||
Preferred stock authorized (shares) | 5,000,000 | 5,000,000 | 5,000,000 | |
Number of classes of directors | class | 3 | |||
Number of votes per share of common stock | vote | 1 | |||
Maximum ratio of class B common stock held to LLC interests held | 1 | |||
Ratio for cancellation of class B common stock when LLC interests are redeemed or exchanged | 1 | |||
Required ratio of class A common stock issued to LLC interests owned | 1 | |||
Required ratio of class B common stock owned by Continuing Equity Owners to number of LLC interests owned by Continuing Equity Owners | 1 | |||
Shoals Parent | ||||
Class of Stock [Line Items] | ||||
Interests purchased in subsidiaries (shares) | 6,315,790 | 308,416 | ||
Founder and Class B Unit Holder in Shoals Parent | ||||
Class of Stock [Line Items] | ||||
Interests purchased in subsidiaries (shares) | 5,234,210 | |||
IPO | ||||
Class of Stock [Line Items] | ||||
Consideration received from stock issued in IPO | $ | $ 278.8 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock authorized (shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value (USD per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Stock issued for organizational transactions (shares) | 81,977,751 | 81,977,751 | ||
Class A Common Stock | IPO | ||||
Class of Stock [Line Items] | ||||
Stock issued in IPO (shares) | 11,550,000 | |||
Price per share of stock issued in IPO (USD per share) | $ / shares | $ 25 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock authorized (shares) | 195,000,000 | 195,000,000 | 195,000,000 | |
Common stock, par value (USD per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Non-Controlling Interests - Nar
Non-Controlling Interests - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Jan. 29, 2021 | |
Noncontrolling Interest [Line Items] | ||
Distributions to non-controlling interest | $ 2,938 | |
Shoals Parent | ||
Noncontrolling Interest [Line Items] | ||
Interests purchased in subsidiaries (shares) | 308,416 | 6,315,790 |
Shoals Parent | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest (as a percent) | 67.22% |
Non-Controlling Interests - Eff
Non-Controlling Interests - Effects of Changes in Ownership (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |||
Net income (loss) attributable to non-controlling interest | $ (5,475) | $ 2,009 | $ (5,475) |
Decrease as a result of the Organizational Transactions | (88,644) | 0 | |
Increase as a result of newly issued LLC Interests in IPO | 70,976 | 0 | |
Increase as a result of activity under stock compensation plan | 550 | 1,647 | |
Decrease from distributions to non-controlling interest | 0 | (2,938) | |
Change from net income attributable to/from non-controlling interest and transfers to non-controlling interest | $ (22,593) | $ 718 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating lease, right-of-use asset | $ 4,993 | |
Operating lease liabilities | $ 5,159 | |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, right-of-use asset | $ 1,200 | |
Operating lease liabilities | $ 1,200 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
ROU Asset | $ 4,993 |
Lease liability, current portion | 1,062 |
Lease liability, long-term portion | 4,097 |
Total lease liability | $ 5,159 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities |
Leases - Lease Expenses (Detail
Leases - Lease Expenses (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 280 |
Variable lease expense | 31 |
Short-term lease expense | 143 |
Total lease expense | $ 454 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
2022 | $ 976 |
2023 | 1,339 |
2024 | 1,264 |
2025 | 960 |
2026 | 952 |
Thereafter | 246 |
Total lease payments | 5,737 |
Less: Imputed lease interest | (578) |
Total lease liabilities | $ 5,159 |
Leases - Future Minimum Lease O
Leases - Future Minimum Lease Obligation (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
2022 | $ 489 |
2023 | 499 |
2024 | 200 |
2025 | 58 |
2026 | 6 |
Total | $ 1,252 |
Leases - Weighted-Average Remai
Leases - Weighted-Average Remaining Lease-Term and Discount Rate (Details) | Mar. 31, 2022 |
Leases [Abstract] | |
Weighted average remaining lease-term (in years) | 4 years 6 months |
Weighted average discount rate (as a percent) | 450.00% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Mar. 31, 2022 |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 288 | |
Non cash investing activities: | ||
Lease liabilities arising from obtaining right-of-use assets during 2022 | $ 1,239 | $ 3,990 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Employer discretionary contributions | $ 0 | |
Employer matching contributions | 200,000 | $ 100,000 |
Surety Bond | ||
Loss Contingencies [Line Items] | ||
Maximum potential payment obligation with regard to surety bonds | $ 11,400,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 24.70% | 15.10% |
Gross unrecognized tax benefits | $ 0.9 |
Payable Pursuant to the Tax R_3
Payable Pursuant to the Tax Receivable Agreement - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Jan. 29, 2021 |
Tax Receivable Agreement [Abstract] | ||
Tax receivable agreement, proportion of tax benefits to be paid to TRA Owners (as a percent) | 85.00% | 85.00% |
Deferred tax asset related to the tax receivable agreement | $ 184 |
Payable Pursuant to the Tax R_4
Payable Pursuant to the Tax Receivable Agreement - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Liability on Tax Receivable Agreement [Roll Forward] | ||
Beginning balance | $ 156,374 | $ 0 |
IPO exchange of LLC Interests for Class A Common Stock from founder | 0 | 28,202 |
Merger of Shoals investment CTB | 0 | 13,490 |
Adjustment for change in estimated tax rate | 0 | 0 |
Payments under TRA | 0 | 0 |
Ending balance | 156,374 | 41,692 |
Less: current portion | (4,065) | 0 |
Payable pursuant to TRA, less current portion | $ 152,309 | $ 41,692 |
Revenue by Product - Summary (D
Revenue by Product - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 67,976 | $ 45,604 |
System solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 46,829 | 33,369 |
Solar components | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 21,147 | $ 12,235 |
Uncategorized Items - shls-2022
Label | Element | Value |
Member Units [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | $ 2,675,000 |
Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (5,534,000) |
Noncontrolling Interest [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | $ (5,475,000) |