| Summary of Significant Accounting Policies | NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation and principles of Consolidation The
accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange
Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete
financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. These statements should be read in conjunction with Sunergy’s audited financial statements
for the fiscal year ended December 31, 2023 as included in Form 8-K/A filed with the SEC on March 25, 2024. The results reported in
these unaudited condensed consolidated financial statements are not necessarily indicative of results for the full fiscal year. Our
condensed consolidated financial statements include the accounts of Zeo Energy Corp, the accounts of Sun First Energy, LLC, Sunergy Solar
LLC and Sunergy Roofing and Construction, LLC, all wholly owned subsidiaries, and ESGEN Opco, a variable interest entity (“VIE”)
for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. The
December 31, 2023 balances reported herein are derived from the condensed consolidated financial statements of Sunergy as included with
the Company’s definitive proxy statement filed with the SEC on March 25, 2024. Emerging
Growth Company The
Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts EGCs from being required
to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act
registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply
with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company did not opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. The effective dates shown in this Note 2 below reflect the election to use the extended
transition period. Use
of Estimates The
preparation of the Company’s unaudited condensed consolidated financial statements in conformity with US GAAP requires it
to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets
and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period.
Some of the more significant estimates include fair value of warrant liabilities, redemption value of non-controlling interest, subsequent
realizability of intangible assets, useful lives of depreciation and amortization and collectability of accounts receivable. Due to the
uncertainty involved in making estimates, actual results could differ from those estimates which could have a material effect on the
financial condition and results of operations in future periods. The
Company bases its estimates and assumptions on historical experience and other factors, including the current economic environment and
on various other judgements that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions
when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment could
have a material effect on the financial condition and results of future operations in future periods. Segments
Information Operating
segments are defined as components of an enterprise for which separate discrete financial information is evaluated regularly by our chief
executive officer, who is the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance.
The CODM reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial
performance. Accordingly, the Company operates and manages its business as one operating and reportable segment. Cash
and Cash Equivalents The
Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to
be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts
is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and cash equivalents and
approximates the fair value. Accounts
receivable, net of allowance for credit losses Accounts receivable is presented at the invoiced receivable amounts,
less any allowance for any potential expected credit loss amounts, and do not bear interest. The Company estimates allowance for credit
losses based on the creditworthiness of each customer, historical collections experience, forward looking information and other information
including the aging of the receivables. This analysis resulted in an allowance for credit losses as of March 31, 2024 and December 31,
2023 of $2,420,620 and $2,270,620, respectively. Additionally, the Company had no write-offs and no recoveries for each of the three months
ended March 31, 2024 and 2023. The majority of our customers finance their purchase and installation of solar panels through various financing
companies, who then remit payment to Sunergy typically within 3 days after installation. The Company is not deemed a borrower with these
financing agreements and as a result is not subject to any of the terms of the financing transaction between the financing company and
the customer. Prepaid
installation costs Prepaid
installation costs include costs incurred prior to completion of installations of solar systems. Such costs include the cost of engineering,
permits, governmental fees, advances for sales commissions, and other related solar installation costs. These costs are charged to Cost
of goods sold when each installation is completed. Prepaid
expenses and other current assets Prepaid expenses and other current assets consist of employee advances,
prepaid insurance, prepaid sales commissions and other current assets. Concentration
of credit risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and trade accounts
receivable. The Company maintains its cash and cash equivalent balances in highly rated financial institutions, which at times may exceed
federally insured limits. The amounts over these insured limits as of March 31, 2024 and December 31, 2023 were $7,321,621 and $6,979,011,
respectively. The Company mitigates this concentration of credit risk by monitoring the credit worthiness of the financial institutions.
No losses have been incurred to date on any deposits. The Company performs periodic credit evaluations of its customers’
financial condition and also monitors the financial condition of the financial counterparties that finance customer transactions and generally
does not require collateral. As of March 31, 2024, one customer accounted for 41% of accounts receivable. No one customer or financing
counterparty exceeded 10% of accounts receivable as of December 31, 2023. Inventories Inventories
are primarily comprised of solar panels and other related items necessary for installations and service needs. Inventories are accounted
for on a first-in-first-out basis and are measured at the lower of cost or net realizable value, where cost is determined using a weighted-average
cost method. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as
cost of goods sold in the condensed consolidated statements of operations. As of March 31, 2024 and December 31, 2023, inventory was
$379,321 and $350,353, respectively. Property,
equipment and other fixed assets Property,
equipment and other fixed assets are carried at cost less accumulated depreciation and includes expenditures that substantially increase
the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are charged to expense as incurred.
When property and equipment is retired or otherwise disposed of, the related costs and accumulated depreciation are removed from their
respective accounts, and any difference between the sale proceeds and the carrying amount of the asset is recognized as a gain or loss
on disposal in the combined consolidated Statements of Income. Software
that is developed for internal use and is accounted for pursuant to ASC 350-40 , Intangibles, Goodwill and Other-Internal-Use Software Depreciation
is computed using the straight-line method over the estimated useful lives of the assets, which is five years, across all asset classes. The
estimated useful lives and depreciation methods are reviewed at each year-end, with the effect of any changes in estimates accounted
for prospectively. All depreciation expense is included with depreciation and amortization in the condensed consolidated statements of
operations. Impairment
of long-lived assets Management
reviews each asset or asset group for impairment whenever events or circumstances indicate that the carrying value of an asset or asset
group may not be recoverable, and at least annually. No impairment provisions were recorded by the Company during the three months ended
March 31, 2024 and 2023. Business
Combinations The
Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed in the transaction constitute
a business in accordance with ASC Topic 805. Such acquisitions are accounted using the acquisition method by recognizing the identifiable
tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured
at their acquisition date fair values. Where
the set of assets acquired and liabilities assumed doesn’t constitute a business, it is accounted for as an asset acquisition where
the individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred. Goodwill Goodwill
is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business combination over the
acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment
annually, or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill.
First, the Company assesses qualitative factors to determine whether or not it is more likely than not that the fair value of a reporting
unit is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit
is less than its carrying amount, the Company conducts a quantitative goodwill impairment test comparing the fair value of the applicable
reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the
Company recognizes an impairment loss in the consolidated statements of operations for the amount by which the carrying amount exceeds
the fair value of the reporting unit. The Company performs its annual goodwill impairment test at December 31 of each year. There
was no goodwill impairment for the three months ended March 31, 2024 and 2023. Intangible
assets subject to amortization Intangible
assets include tradenames, customer lists and non-compete agreements. Amounts are subject to amortization on a straight-line basis over
the estimated period of benefit and are subject to annual impairment consideration. Costs incurred to renew or extend the term of a recognized
intangible asset, such as the acquired trademark, are capitalized as part of the intangible asset and amortized over its revised estimated
useful life. Intangible
assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the intangible assets
may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market
value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that
would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability
of intangible assets by comparing their carrying amounts to future net undiscounted cash flows expected to be generated by the intangible
assets. If such intangible assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying
amount of the intangible assets exceeds the fair value of the assets. The Company determines fair value based on discounted cash flows
using a discount rate commensurate with the risk inherent in the Company’s current business model for the specific intangible asset
being valued. No impairment charges were recorded for the three months ended March 31, 2024 and 2023. Leases The
Company determines whether an arrangement contains a lease based on the conveyed rights and obligations at the inception date. If an
agreement contains an operating or financing lease, at the commencement date, we record a Right of Use (“ROU”) asset and
a corresponding lease liability based on the present value of the minimum lease payments. As most of our leases do not provide an implicit
borrowing rate, to determine the present value of lease payments, the Company uses its hypothetical secured borrowing rate based on information
available at lease commencement. Further, management made a number of estimates and judgments regarding the lease term and lease payments. Lease
Term — Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for
these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that
can extend the lease term from one month to one year or more. Additionally, some of our leases include an option for early termination.
The Company includes renewal periods and exclude termination periods from our lease term if, at commencement, it is reasonably likely
that it will exercise the option. Lease
Payments — Certain of the Company’s lease agreements include rental payments that are adjusted periodically for inflation
or passage of time. These step payments are included within our present value calculation as they are known adjustments at commencement.
Some of its lease agreements include variable payments that are excluded from the present value calculations. Warrant
Liabilities The Company evaluates all of its financial instruments, including issued
share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant
to ASC 815-40, Derivatives and Hedging (“ASC 815-40”). The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for
the Public Warrants (as defined in Note 10) (the “Warrants”) in accordance with the guidance contained in ASC 815-40 under
which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies
the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject
to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements
of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model. The
quoted market price is utilized as the fair value as of each relevant date. Revenue
Recognition The
Company accounts for its revenue in accordance with ASC 606, Revenue from Contracts with Customers
● Step
1 - Identification of the contract, or contracts, with a client.
● Step
2 - Identification of the performance obligations in the contract.
● Step
3 - Determination of the transaction price.
● Step
4 - Allocation of the transaction price to the performance obligations in the contract
● Step
5 - Recognition of revenue when, or as, the Company satisfies a performance obligation. The
Company recognizes and records revenue from its operations upon completion of installation for both solar system installations and roofing
installations. In connection with the sales and installation, a signed contract between the Company and the purchaser defines the duties
and obligations of each party. The contract is specific as to the duties and responsibilities which govern the accounting for these transactions.
Once the Company’s performance obligations are met with installation completed, according to the signed contract, the Company’s
obligations are completed, and title is transferred to the buyer. The Company believes its performance obligation is completed once the
installation of the solar panels is completed, which is prior to the customer receiving permission to operate the solar panels from the
local utility company. The Company records sales revenue at this point in time in its accounting records. Many of the Company’s
customers finance their obligations with third parties. In these situations, the finance company deducts their financing fees and remits
the net amount to the Company. Revenue recorded is equal to the contract amount signed by the purchaser, net of the financing fees. The
Company incurs several costs associated with the installation prior to its completion recorded. In accordance with ASC 340, Other
Assets and Deferred Costs,
For the three months ended
2024 2023
Solar Systems Installations, gross $ 26,050,578 $ 23,372,617
Financing Fees (7,937,577 ) (6,250,528 )
Solar Systems Installations, net 18,113,001 17,122,089
Roofing Installations 1,375,189 1,609,400
Total net revenues $ 19,488,190 $ 18,731,489 Contract
liabilities The
Company receives both customer lender advances and, when the customer does not utilize third-party financing, customer advances. These
amounts are listed on the balance sheet as contract liabilities and are considered a liability of the Company until the installation
is completed. When an installation is delayed, the lender may withdraw their lender advances until the project installation is completed.
The contract liabilities amounts are expected to be recognized as revenue within a few months of the Company’s receipt of the funds.
The following table summarizes the change in contract liabilities:
For the three months ended
2024 2023
Contract liabilities, beginning of the period $ 5,023,418 $ 1,149,047
Revenue recognized from amounts included in contract liabilities at the beginning of the period (5,023,418 ) (1,149,047 )
Cash received prior to completion of performance obligation 585,809 1,134,258
Contract liabilities, as of the end of the period $ 585,809 $ 1,134,258 Contract
acquisition costs The
Company pays sales commissions to sales representatives based on a percentage of the sales contracts entered into by the customer and
the Company. Payment is made to the sales representative once installation is completed. Such costs are included as cost of goods sold
on the condensed consolidated statement of operations. Since sales commission payments are subject to completion of the installation,
payment is made commensurate with the recognition of revenue from the sale, and therefore the full expense is incurred as the Company
does not have any remaining performance obligations. Earnings
per share The
Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number
of shares of Class A Common Stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible
securities. Diluted earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding
and the dilutive effect of warrants and other types of convertible securities are included in the calculation. Dilutive securities are
excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where a net loss has been
reported. Prior
to the Business Combination, the membership structure of Sunergy Renewable, LLC included membership units. In conjunction with the closing
of the Business Combination, the Company effectuated a recapitalization whereby all membership units were converted to common units of
ESGEN Opco, LLC, and Zeo Energy Corp. implemented a revised class structure including Class A Common Stock having one vote per share
and economic rights and Class V Common Stock having one vote per share and no economic rights. The Company has determined that the calculation
of loss per unit for periods prior to the Business Combination would not be meaningful to the users of these consolidated financial statements.
As a result, loss per share information has not been presented for periods prior to the Business Combination. Fair
value of Financial Instruments Fair
value is the price that would be received to sell an asset, or the amount paid to transfer a liability in an orderly transaction between
market participants at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value.
The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement)
and the lowest priority to unobservable inputs (Level 3 measurement). We classify fair value balances based on the observability of those
inputs. The three levels of the fair value hierarchy are as follows: Level 1
— Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the
ability to access at the measurement date. Level 2 — Observable inputs other than quoted prices included
in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments
in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data. Level 3
— Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the
measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value
measurement. In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement. The Company establishes the fair value of its assets and liabilities using the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain
financial instruments, including cash and cash equivalents, accounts receivable, accrued expenses, advanced funding, accounts payable,
and debt approximate fair value due to their relatively short maturities. Redeemable
Noncontrolling Interests Noncontrolling
interests represent the portion of ESGEN Opco, LLC that Zeo Energy Corp. controls and consolidates but does not own. The noncontrolling
interests was created as a result of the Business Combination and represents 33,730,000 common units issued by Zeo Energy Corp to the
prior investors. As of the Close of the Business Combination, Zeo Energy Corp. held a 13.0% interest in ESGEN Opco LLC with the remaining
87.0% interest held by ESGEN OpCo’s prior investors. The prior investors’ interests in ESGEN Opco. LLC represent a redeemable
noncontrolling interest. At its discretion, the members have the right to exchange their common units in ESGEN Opco LLC (along with the
cancellation of the paired shares of Zeo Energy Corp or the Class V Common Stock) for either shares of Class A Common Stock on a one-to-one
basis or cash proceeds of equal value at the time of redemption. Any redemption of ESGEN Opco, LLC Common Units in cash must be funded
through a private or public offering of Class A Common Stock and is subject to the Company’s Board’s approval. As of March
31, 2024, the prior investors of ESGEN Opco LLC hold the majority of the voting rights on the Board. As
the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within the Company’s
control, the Company classifies redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests in common
units were initially measured at the ESGEN Opco, LLC prior investors’ share in the net assets of the Company upon consummation
of the Business Combination. Subsequent remeasurements of the Company’s redeemable noncontrolling interests are recorded as a deemed
dividend each reporting period, which reduces retained earnings, if any, or additional paid-in capital of Zeo Energy Corp. Remeasurements
of the Company’s redeemable noncontrolling interests are based on the fair value of our Class A Common Stock. Redeemable
Convertible Preferred Units The Company records redeemable convertible preferred units at fair
value on the dates of issuance, unless an exception applies, net of issuance costs. The redeemable convertible preferred units have been
classified outside of stockholders’ equity (deficit) as temporary equity on the accompanying condensed consolidated balance sheets
because the shares contain certain redemption features that are not solely within the control of the Company. See Note 9 – Redeemable
Noncontrolling Interest and Equity. Because the Class A convertible preferred units are held by the Sponsor at the OpCo level, the preferred
units are presented as a noncontrolling interest on the condensed consolidated balance sheets. Income
Taxes Zeo Energy Corp. is a corporation and thus is subject to United States (“U.S.”)
federal, state and local income taxes. ESGEN Opco, LLC is a partnership for U.S. federal and most state and local income tax purposes
and therefore is generally not subject to U.S. federal and most state and local income taxes. Instead, the ESGEN Opco, LLC unitholders,
including Zeo Energy Corp., are liable for U.S. federal income tax on their respective shares of Zeo Energy Corp.’s taxable income.
ESGEN Opco, LLC is liable for income taxes in those states that treat partnerships as the ultimate taxpayer for U.S. federal income tax
purposes. Otherwise, the income still flows to the LLC owners. We
use the asset and liability method of accounting for income taxes for the Company. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry
forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the
years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred
tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met,
a valuation allowance is recorded. ASC 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Management has evaluated the Company’s tax positions, including its previous status as a pass-through entity for federal and
state tax purposes, and has determined that the Company has taken no uncertain tax positions that require adjustment to the
condensed consolidated financial statements. The Company’s reserve related to uncertain tax positions was zero as of March 31,
2024 and December 31, 2023. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March
31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position. Interest and penalties associated with tax positions are recorded in the
period assessed as general and administrative expenses. The open tax years for the U.S. federal and state income tax purposes are 2019
and forward. The Company has calculated the provision for income taxes during the interim reporting period by applying an estimate of the Annual Effective
Tax Rate (AETR) for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently
occurring discrete items) for the reporting period. Our effective tax rate (ETR) from continuing operations was 5.0% for the three months
ended March 31, 2024, and 0% percent for the three months ended March 31, 2023. The ETR for the three months ended differs from statutory
rates primarily due to the non-controlling interest portion of ESGEN Opco, LLC, which is a partnership for federal tax purposes. Tax
Receivable Agreement In conjunction with the consummation of the Transactions, Zeo Energy
Corp entered into a Tax Receivable Agreement (the “TRA”) with ESGEN Opco, LLC and certain ESGEN Opco, LLC members (the “TRA
Holders”). Pursuant to the TRA, Zeo Energy Corp. is required to pay the TRA Holders 85% of the net cash savings, if any, in U.S.
federal, state and local income and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes)
that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Business Combination as a result
of, as applicable to each such TRA Holder, (i) certain increases in tax basis that occur as a result of the acquisition (or deemed acquisition
for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Exchangeable OpCo Units pursuant to the exercise
of the OpCo Exchange Rights or a Mandatory Exchange and (ii) imputed interest deemed to be paid by the Company as a result of, and additional
tax basis arising from, any payments it makes under the Tax Receivable Agreement. All such payments to the TRA Holders are the obligations
of Zeo Energy Corp., and not that of ESGEN Opco, LLC. As of March 31, 2024, there have been no exchanges of ESGEN Opco, LLC units for
Class A Common Stock of Zeo Energy Corp. and, accordingly, no TRA liabilities currently exist. Future exchanges will result in incremental
tax attributes and potential cash tax savings for Zeo Energy Corp. Depending on the Company’s assessment on realizability of such
Tax Attributes, the arising TRA liability will be recorded through income. As of March 31, 2024, the Company has concluded, based on applicable
accounting standards, that it was more likely than not that its deferred tax assets subject to the TRA would n |
