Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document Information [Line Items] | ||
Amendment Flag | false | |
Entity Central Index Key | 0001831651 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 | (505) | |
Local Phone Number | 881-7567 | |
Title of 12(b) Security | Class A Common Stock, $0.00001 Par Value | |
Trading Symbol | SHLS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 93,545,564 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 73,066,607 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 4,227 | $ 10,073 |
Accounts receivable, net | 28,138 | 27,004 |
Unbilled receivables | 9,995 | 3,794 |
Inventory, net | 21,092 | 15,121 |
Other current assets | 6,512 | 155 |
Total Current Assets | 69,964 | 56,147 |
Property, plant and equipment, net | 13,160 | 12,763 |
Goodwill | 50,176 | 50,176 |
Other intangible assets, net | 69,992 | 71,988 |
Deferred tax asset | 48,492 | 0 |
Other assets | 475 | 4,236 |
Total Assets | 252,259 | 195,310 |
Current Liabilities | ||
Accounts payable | 12,941 | 14,634 |
Accrued expenses | 8,534 | 5,967 |
Long-term debt—current portion | 3,500 | 3,500 |
Total Current Liabilities | 24,975 | 24,101 |
Revolving line of credit | 39,000 | 20,000 |
Long-term debt, less current portion | 189,450 | 335,332 |
Payable Pursuant to the Tax Receivable Agreement | 41,692 | 0 |
Total Liabilities | 295,117 | 379,433 |
Commitments and Contingencies (Note 12) | ||
Stockholders’ Deficit / Members’ Deficit | ||
Members’ deficit | (184,123) | |
Preferred stock, $0.00001 par value - 5,000,000 shares authorized; none issued and outstanding as of March 31, 2021 | 0 | |
Additional paid-in capital | 78,073 | |
Accumulated deficit | (98,340) | |
Total stockholders’ deficit attributable to Shoals Technologies Group, Inc. / members' deficit | (20,265) | |
Non-controlling interests | (22,593) | |
Total stockholders’ deficit / members’ deficit | (42,858) | |
Total Liabilities and Stockholders’ Deficit / Members’ Deficit | 252,259 | $ 195,310 |
Class A common stock, $0.00001 par value - 1,000,000,000 shares authorized; 93,539,692 shares issued and outstanding as of March 31, 2021 | ||
Stockholders’ Deficit / Members’ Deficit | ||
Common stock | 1 | |
Class B common stock, $0.00001 par value - 195,000,000 shares authorized; 73,066,607 shares issued and outstanding as of March 31, 2021 | ||
Stockholders’ Deficit / Members’ Deficit | ||
Common stock | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Preferred stock, par value (USD per share) | $ / shares | $ 0.00001 |
Preferred stock authorized (shares) | 5,000,000 |
Preferred stock issued (shares) | 0 |
Preferred stock outstanding (shares) | 0 |
Class A common stock, $0.00001 par value - 1,000,000,000 shares authorized; 93,539,692 shares issued and outstanding as of March 31, 2021 | |
Common stock, par value (USD per share) | $ / shares | $ 0.00001 |
Common stock authorized (shares) | 1,000,000,000 |
Common stock issued (shares) | 93,539,692 |
Common stock outstanding (shares) | 93,539,692 |
Class B common stock, $0.00001 par value - 195,000,000 shares authorized; 73,066,607 shares issued and outstanding as of March 31, 2021 | |
Common stock, par value (USD per share) | $ / shares | $ 0.00001 |
Common stock authorized (shares) | 195,000,000 |
Common stock issued (shares) | 73,066,607 |
Common stock outstanding (shares) | 73,066,607 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 45,604 | $ 40,740 |
Cost of revenue | 26,830 | 26,554 |
Gross profit | 18,774 | 14,186 |
Operating Expenses | ||
General and administrative expenses | 6,816 | 2,558 |
Depreciation and amortization | 2,068 | 2,061 |
Total Operating Expenses | 8,884 | 4,619 |
Income from Operations | 9,890 | 9,567 |
Interest expense, net | (3,709) | (272) |
Loss on debt repayment | (15,990) | 0 |
Income (loss) before income taxes | (9,809) | 9,295 |
Income tax benefit | 1,475 | 0 |
Net income (loss) | (8,334) | 9,295 |
Less: net loss attributable to non-controlling interests | (5,475) | 0 |
Net income (loss) attributable to Shoals Technologies Group, Inc. | $ (2,859) | $ 9,295 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Members' / Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Members' Equity | 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, 2019 | $ 149,906 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | $ 9,295 | 9,295 | |||||
Member distributions | (214) | ||||||
Equity-based compensation | 0 | ||||||
Members' equity at end of period at Mar. 31, 2020 | 158,987 | ||||||
Members' equity at beginning of period at Dec. 31, 2020 | (184,123) | (184,123) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | (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 | ||||
Equity-based compensation recognized subsequent to the Organizational Transactions | 1,392 | 1,392 | |||||
Activity under stock compensation plan (shares) | 11,941 | ||||||
Activity under stock compensation plan | (137) | (687) | 550 | ||||
Deferred tax adjustment related to Tax Receivable Agreement | 7,180 | 7,180 | |||||
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) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (8,334) | $ 9,295 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,401 | 2,322 |
Amortization/write off of deferred financing costs | 5,110 | 9 |
Equity-based compensation | 1,392 | 0 |
Deferred taxes | 557 | 0 |
Gain on sale of assets | 61 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,134) | 9,763 |
Unbilled receivables | (6,201) | (3,389) |
Inventory | (5,971) | (3,167) |
Other current assets | (3,465) | (32) |
Accounts payable | (1,693) | 2,208 |
Accrued expenses | (502) | 929 |
Net Cash Provided by (Used in) Operating Activities | (17,779) | 17,938 |
Cash Flows Used In Investing Activities | ||
Purchases of property, plant and equipment | (863) | (795) |
Net Cash Used in Investing Activities | (863) | (795) |
Cash Flows from Financing Activities | ||
Member distributions | 0 | (214) |
Employee withholding taxes related to net settled equity awards | (137) | 0 |
Deferred financing costs | (94) | 0 |
Payments of secured debt | (150,875) | (875) |
Proceeds from lines of credit | 19,000 | 24,000 |
Proceeds from issuance of Class A common stock sold in an IPO, net of underwriting discounts and commissions | 154,521 | 0 |
Deferred offering costs | (9,619) | 0 |
Net Cash Provided By Financing Activities | 12,796 | 22,911 |
Net Increase (Decrease) in Cash and Cash Equivalents | (5,846) | 40,054 |
Cash and Cash Equivalents—Beginning of Period | 10,073 | 7,082 |
Cash and Cash Equivalents—End of Period | 4,227 | 47,136 |
Supplemental Cash Flows Information: | ||
Cash paid for interest | 2,209 | 249 |
Non-cash financing activities: | ||
Reclassification of deferred offering costs to additional paid-in capital | 3,738 | 0 |
Initial establishment of deferred tax assets | 49,049 | 0 |
Initial establishment of amounts payable under tax receivable agreement | 41,692 | 0 |
Capital contribution related to tax receivable agreement | 7,357 | 0 |
Income tax receivable from merger due to former owner | $ 3,069 | $ 0 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2021 | |
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 four 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. 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, 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. Subsequent to the IPO and related organizational transactions that occurred in connection with the IPO, the Company is the sole managing member of, and has a 56.14% economic interest in, Shoals Parent. 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 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"). Following the completion of the Organizational Transactions, the Company owns 56.14% of Shoals Parent. The Continuing Equity Owners own the remaining 43.86% of Shoals Parent. |
Summary of Accounting Policies
Summary of Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Accounting Policies | Summary of 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. Non-controlling Interest The non-controlling interest on the condensed 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, 2021, the non-controlling interest was 43.86%. Unaudited Interim Financial Information The accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, the statements of operations, stockholders’ deficit / members’ deficit and cash flows for the three months ended March 31, 2021 and 2020 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, 2021 and the results of its operations and its cash flows for the three months ended March 31, 2021 and 2020. The financial data and other information disclosed in these notes related to the three months ended March 31, 2021 and 2020 are also unaudited. The results for the three months ended March 31, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year or period. The balance sheet as of December 31, 2020 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 Annual Report on Form 10-K for the year ended December 31, 2020. 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, the reserve for excess and obsolete inventory, the tax receivable agreement, and valuation of deferred tax assets. Impact of COVID-19 Pandemic In December 2019, a novel strain of coronavirus, SARS-CoV-2, which causes coronavirus disease, or COVID-19, surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. To date, the Company has maintained uninterrupted business operations with normal turnaround times for its delivery of solar EBOS solutions and components. 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. For the three months ended March 31, 2021, the Company incurred $0.1 million in COVID-19 related costs (disinfecting and reconfiguration of facilities, medical professionals to conduct daily screening of employees and direct legal costs associated with the pandemic) which is included in general and administrative expenses in the accompanying condensed consolidated financial statements. The extent to which COVID-19 may further impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence. In response to COVID-19, the United States government has passed legislation and taken other actions to provide financial relief to companies and other organizations affected by the pandemic. Customer Concentrations The Company had the following accounts receivable concentrations as of March 31, 2021 and December 31, 2020 and revenue concentrations for the three months ended March 31, 2021 and 2020: 2021 2020 Revenue % Accounts Revenue % Accounts Customer A 18.2 % 31.7 % 24.0 % 16.7 % Customer B 16.4 % 9.6 % 27.0 % 14.2 % Customer C 14.2 % 25.1 % 0.6 % 18.7 % Customer D 4.8 % 2.9 % 18.7 % 12.0 % Recent Accounting Pronouncements Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which is intended to simplify various aspects of the accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU No. 2019-12 as of January 1, 2021. Not Yet Adopted In February 2016, the FASB issued 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 balance sheets for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. For companies that are not emerging growth companies (“EGCs”), the ASU is 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 plans to adopt the new standard using the modified retrospective method, under which the Company will apply Topic 842 to existing and new leases as of January 1, 2022, but prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company anticipates that the adoption will not have a material impact on its statements of operations or its statements of cash flows but expects to recognize right-of-use assets and liabilities for lease obligations associated with its operating leases. 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. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consists of the following (in thousands): March 31, December 31, 2020 Accounts receivable $ 28,340 $ 27,206 Less: allowance for doubtful accounts (202) (202) Accounts receivable, net $ 28,138 $ 27,004 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following (in thousands): March 31, December 31, 2020 Raw materials $ 23,361 $ 17,390 Allowance for slow-moving inventory (2,269) (2,269) Inventory, net $ 21,092 $ 15,121 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 Land N/A $ 840 $ 840 Building and land improvements 5-40 5,621 5,621 Machinery and equipment 3-5 9,866 9,028 Furniture and fixtures 3-7 1,025 1,025 Vehicles 5 124 318 17,476 16,832 Less: accumulated depreciation (4,316) (4,069) Property, plant and equipment, net $ 13,160 $ 12,763 Depreciation expense for the three months ended March 31, 2021 and 2020 was $0.4 million and $0.3 million, respectively. During the three months ended March 31, 2021 and 2020, $0.3 million and $0.2 million, respectively, of depreciation expense was allocated to cost of revenue. During the three months ended March 31, 2021 and 2020, $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, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill relates to the acquisition of Shoals. As of March 31, 2021 and December 31, 2020, goodwill totaled $50.2 million. Other Intangible Assets Other intangible assets consisted of the following (in thousands): Estimated Useful Lives (Years) March 31, December 31, 2020 Amortizable: Costs: Customer relationships 13 $ 52,600 $ 52,600 Developed technology 13 34,600 34,600 Trade names 13 11,400 11,400 Noncompete agreements 5 2,000 2,000 Total amortizable intangibles 100,600 100,600 Accumulated amortization: Customer relationships 15,510 14,499 Developed technology 10,203 9,537 Trade names 3,362 3,142 Noncompete agreements 1,533 1,434 Total accumulated amortization 30,608 28,612 Total amortizable intangibles, net $ 69,992 $ 71,988 Amortization expense related to intangible assets amounted to $2.0 million and $2.0 million for the three months ended March 31, 2021 and 2020, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in thousands): March 31, December 31, 2020 Term Loan Facility $ 199,125 $ 350,000 Revolving Credit Facility 39,000 20,000 Senior Debt—term loan — — Less: deferred financing costs (6,175) (11,168) Total debt, net of deferred financing costs 231,950 358,832 Less: current portion (3,500) (3,500) Long-term debt, net current portion $ 228,450 $ 355,332 Senior Secured Credit Agreement On November 25, 2020 Shoals Holdings, entered into that certain credit agreement with the lenders party thereto from time to time and Wilmington Trust, National Association, as administrative agent and collateral agent (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”). The proceeds of the Term Loan Facility and a $10.0 million draw under the Delayed Draw Term Loan Facility were used to (i) make certain distributions from Shoals Holdings to Shoals Intermediate Holdings and from there to certain of the Company’s direct or indirect equity holders, (ii) pay transaction expenses, (iii) repay and terminate all outstanding commitments under the Senior Debt (as defined herein) and (iv) finance working capital and general corporate purposes. 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, 2021, interest rates on the Term Loan facility and the Revolving credit facility were 4.25% and 3.75%, respectively and the Company had $61.0 million of availability under the Revolving Credit Facility. 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, 2021, the Company was in compliance with all the required covenants. Senior Debt Intermediate and subsidiaries were party to a credit agreement (the “Senior Debt Agreement” and obligations thereunder, the “Senior Debt”) under which Holdings and its subsidiaries were borrowers and Intermediate was a guarantor. The Senior Debt was collateralized by all of the assets of the guarantor and borrowers. The amended agreement provided a term loan of $35 million and a revolving line of credit of $25 million. On October 8, 2020, the Company paid the outstanding amount due on the term loan and settled all obligations with respect to the Senior Debt. The Senior Debt provided for an interest rate to equal the Base Rate plus margin. The Base Rate charged was the highest rate of three defined methods as follows: 1) Federal Funds Rate plus 0.5%, 2) Fifth Third Bank N.A. Rate or 3) LIBOR Rate plus 1%. The Base Rate ranged from 1% to 2.5% depending on the EBITDA Rate calculation as defined in the Senior Debt Agreement (the “EBITDA Rate calculation”) for the Federal Funds Rate. The Base Rate for the LIBOR Rate ranged from 2% to 3.5% depending on the EBITDA Rate calculation. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per ShareBasic net loss per share of Class A Common Stock is computed by dividing net loss attributable to the Company's losses by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted net loss per share of Class A Common Stock is computed similarly to basic net loss per share except the weighted average shares outstanding are increased to include additional shares from the redemption 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, earnings (loss) per share information is not applicable for reporting periods prior to this date. Consequently, only the net loss 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 three months ended March 31, 2021. Basic and diluted net loss per share of Class A Common Stock from January 27, 2021 to March 31, 2021 have been computed as follows (in thousands, except per share amounts): Period from January 27, 2021 to March 31, 2021 Numerator: Net Loss $ (11,009) Less: net loss attributable to non-controlling interests (5,475) Net loss attributable to Shoals Technologies Group, Inc. $ (5,534) Denominator: Weighted average shares of Class A common stock outstanding - basic 93,540 Effect of dilutive securities: Restricted Stock Units — Class B Common Stock — Weighted average shares of Class A common stock outstanding - diluted 93,540 Loss per share of Class A common stock - basic $ (0.06) Loss per share of Class A common stock - diluted $ (0.06) 896,206 restricted stock units and 73,066,067 Class B common stock shares were excluded from the computation of diluted loss per share of Class A common stock because the effect would have been anti-dilutive as we recorded a net loss for the period. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation On January 26, 2021, the Company granted 912,206 restricted stock units to certain employees and the Company’s then directors under the Shoals Technologies Group, Inc. 2021 Incentive Award Plan. The restricted stock units were granted at the IPO price of $25.00 per unit and generally vest annually over four years. The following table summarizes the restricted stock unit activity for the three months ended March 31, 2021 (in thousands, except per share amounts): Restricted Weighted Average Price Outstanding at beginning of period — $ — Granted 912,206 $ 25.00 Exercised — $ — Forfeited — $ — Vested (16,000) $ 25.00 Outstanding at end of period 896,206 $ 25.00 For the three months ended March 31, 2021, the Company recognized $1.4 million in equity-based compensation. As of March 31, 2021, the Company had $21.4 million of unrecognized compensation costs which is expected to be recognized over a period of 3.8 years. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2021 | |
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 $0.0001 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 |
Non-Controlling Interests
Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | Non-Controlling Interests On January 26, 2021, the Company used net proceeds from the IPO 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. In addition, the Company issued 81,977,751 Class A common stock for the same number of LLC Interests as Merger consideration. Following the completion of the Organizational Transactions and as of March 31, 2021, the Company owns 56.14% of Shoals Parent. The following table summarizes the effects of the changes in ownership in Shoals Parent on equity: Period from January 27, 2021 Net loss attributable to Shoals Technologies Group, Inc. $ (5,475) Transfers to non-controlling interests Increase in accumulated deficit as a result of the Organizational Transactions (88,644) Decrease in accumulated deficit as a result of newly issued LLC Interests in IPO 70,976 Decrease in accumulated deficit as a result of activity under stock compensation plan 550 Change from net loss attributable to Shoals Technologies Group, Inc. and transfers to non-controlling interest $ (22,593) Issuance of Additional LLC Interests Under the first amended and restated limited liability company agreement of Shoals Parent, as amended (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 quarter ended March 31, 2021, the Company caused Shoals Parent to issue to the Company a total of 6,315,790 LLC Interests in connection with the issuance of Class A common stock in the IPO and 11,941 LLC Interests for the vesting of awards granted under the Shoals Technologies Group, Inc. Award Plan. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021, the maximum potential payment obligation with regard to surety bonds was $11.8 million. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
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 Tennessee. 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. The Company’s income tax provision was a benefit of $1.5 million for the three months ended March 31, 2021 and the effective tax rate is primarily impacted by the allocation of income taxes to the noncontrolling interest, benefit of the foreign derived intangible income and changes in our valuation allowance. As of March 31, 2021, the Company had recorded a deferred tax asset related to the partnership basis differences in Shoals Parent of $48.5 million net of a $6.2 million valuation allowance. The Company also recorded an income tax receivable of $3.8 million of which the Company estimates $2.0 million is owed to prior owner related to taxes paid prior to the IPO transaction. 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, 2021, no uncertain tax positions have been recorded. The Company will continue to monitor this position each interim period. 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. |
Tax Receivable Agreement
Tax Receivable Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement | Tax Receivable Agreement In connection with the Organization Transactions and the IPO, the Company entered into a tax receivable agreement (the “TRA”) with the founder and former Class A Shoals Equity Owners (the “TRA Owners”) of Shoals Parent. The TRA provides for the payment from time to time by the Company to the TRA Owners of 85% of the amount of the benefits, if any, that the Company has deemed to realize as a result of (i) increases in tax basis resulting from the purchase or exchange of LLC Interests and other qualifying transactions. These payment obligations are obligations of the Company and not of Shoals Parent. For purposes of the TRA, the benefit deemed realized by the Company will be 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 TRA further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, 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 Shoals Parent 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. In addition, an existing owner may elect to unilaterally terminate the TRA with respect to such existing owner, which would obligate the Company to pay to such existing owner certain payments for tax benefits received through the taxable year of the election. On January 26, 2021, the Company redeemed 5,234,210 LLC Interests from the founder. This redemption triggered a tax basis increase subject to the provisions of the TRA. In the first quarter of fiscal year 2021, the Company recognized (i) a deferred tax asset in the amount of $32.1 million, (ii) a corresponding liability of $27.2 million, representing 85% of the tax benefits to the TRA Owners and (iii) $4.9 million of additional paid-in capital. On January 26, 2021, following the merger with Shoals Investment CTB, the Company distributed 85% of the value in the tax basis from the original acquisition of Shoals Parent by Shoals investment CTB in 2017 to the holders of the TRA as a qualifying transaction. In the first quarter of fiscal year 2021, the Company recognized (i) a deferred tax asset of $16.9 million, (ii) a corresponding liability of $14.4 million representing 85% of the tax benefits to the TRA Owners and (iii) $2.5 million of additional paid-in capital. |
Revenue by Product
Revenue by Product | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 System solutions $ 33,369 $ 22,793 Solar components 12,235 17,947 Total revenue $ 45,604 $ 40,740 |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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. |
Non-controlling Interest | Non-controlling Interest The non-controlling interest on the condensed 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, the reserve for excess and obsolete inventory, the tax receivable agreement, and valuation of deferred tax assets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which is intended to simplify various aspects of the accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU No. 2019-12 as of January 1, 2021. Not Yet Adopted In February 2016, the FASB issued 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 balance sheets for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. For companies that are not emerging growth companies (“EGCs”), the ASU is 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 plans to adopt the new standard using the modified retrospective method, under which the Company will apply Topic 842 to existing and new leases as of January 1, 2022, but prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company anticipates that the adoption will not have a material impact on its statements of operations or its statements of cash flows but expects to recognize right-of-use assets and liabilities for lease obligations associated with its operating leases. 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. |
Summary of Accounting Policie_2
Summary of Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue and Accounts Receivable Concentration Risks | The Company had the following accounts receivable concentrations as of March 31, 2021 and December 31, 2020 and revenue concentrations for the three months ended March 31, 2021 and 2020: 2021 2020 Revenue % Accounts Revenue % Accounts Customer A 18.2 % 31.7 % 24.0 % 16.7 % Customer B 16.4 % 9.6 % 27.0 % 14.2 % Customer C 14.2 % 25.1 % 0.6 % 18.7 % Customer D 4.8 % 2.9 % 18.7 % 12.0 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consists of the following (in thousands): March 31, December 31, 2020 Accounts receivable $ 28,340 $ 27,206 Less: allowance for doubtful accounts (202) (202) Accounts receivable, net $ 28,138 $ 27,004 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following (in thousands): March 31, December 31, 2020 Raw materials $ 23,361 $ 17,390 Allowance for slow-moving inventory (2,269) (2,269) Inventory, net $ 21,092 $ 15,121 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 Land N/A $ 840 $ 840 Building and land improvements 5-40 5,621 5,621 Machinery and equipment 3-5 9,866 9,028 Furniture and fixtures 3-7 1,025 1,025 Vehicles 5 124 318 17,476 16,832 Less: accumulated depreciation (4,316) (4,069) Property, plant and equipment, net $ 13,160 $ 12,763 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | Other intangible assets consisted of the following (in thousands): Estimated Useful Lives (Years) March 31, December 31, 2020 Amortizable: Costs: Customer relationships 13 $ 52,600 $ 52,600 Developed technology 13 34,600 34,600 Trade names 13 11,400 11,400 Noncompete agreements 5 2,000 2,000 Total amortizable intangibles 100,600 100,600 Accumulated amortization: Customer relationships 15,510 14,499 Developed technology 10,203 9,537 Trade names 3,362 3,142 Noncompete agreements 1,533 1,434 Total accumulated amortization 30,608 28,612 Total amortizable intangibles, net $ 69,992 $ 71,988 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands): March 31, December 31, 2020 Term Loan Facility $ 199,125 $ 350,000 Revolving Credit Facility 39,000 20,000 Senior Debt—term loan — — Less: deferred financing costs (6,175) (11,168) Total debt, net of deferred financing costs 231,950 358,832 Less: current portion (3,500) (3,500) Long-term debt, net current portion $ 228,450 $ 355,332 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | Basic and diluted net loss per share of Class A Common Stock from January 27, 2021 to March 31, 2021 have been computed as follows (in thousands, except per share amounts): Period from January 27, 2021 to March 31, 2021 Numerator: Net Loss $ (11,009) Less: net loss attributable to non-controlling interests (5,475) Net loss attributable to Shoals Technologies Group, Inc. $ (5,534) Denominator: Weighted average shares of Class A common stock outstanding - basic 93,540 Effect of dilutive securities: Restricted Stock Units — Class B Common Stock — Weighted average shares of Class A common stock outstanding - diluted 93,540 Loss per share of Class A common stock - basic $ (0.06) Loss per share of Class A common stock - diluted $ (0.06) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity for the three months ended March 31, 2021 (in thousands, except per share amounts): Restricted Weighted Average Price Outstanding at beginning of period — $ — Granted 912,206 $ 25.00 Exercised — $ — Forfeited — $ — Vested (16,000) $ 25.00 Outstanding at end of period 896,206 $ 25.00 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: Period from January 27, 2021 Net loss attributable to Shoals Technologies Group, Inc. $ (5,475) Transfers to non-controlling interests Increase in accumulated deficit as a result of the Organizational Transactions (88,644) Decrease in accumulated deficit as a result of newly issued LLC Interests in IPO 70,976 Decrease in accumulated deficit as a result of activity under stock compensation plan 550 Change from net loss attributable to Shoals Technologies Group, Inc. and transfers to non-controlling interest $ (22,593) |
Revenue by Product (Tables)
Revenue by Product (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 System solutions $ 33,369 $ 22,793 Solar components 12,235 17,947 Total revenue $ 45,604 $ 40,740 |
Organization and Business - Nar
Organization and Business - Narrative (Details) $ / shares in Units, $ in Millions | Jan. 29, 2021USD ($)$ / sharesshares | Mar. 31, 2021subsidiary | Jan. 26, 2021shares |
Class of Stock [Line Items] | |||
Number of subsidiaries | subsidiary | 4 | ||
Shoals Parent | |||
Class of Stock [Line Items] | |||
Ownership interest (as a percent) | 56.14% | 56.14% | |
Non-controlling ownership interest (as a percent) | 43.86% | ||
Shoals Parent | |||
Class of Stock [Line Items] | |||
Interests purchased in subsidiaries (shares) | 6,315,790 | ||
Founder and Class B Unit Holder in Shoals Parent | |||
Class of Stock [Line Items] | |||
Interests purchased in subsidiaries (shares) | 5,234,210 | 5,234,210 | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Stock issued for organizational transactions (shares) | 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 | $ | $ 278.8 | ||
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 |
Summary of Accounting Policie_3
Summary of Accounting Policies - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Shoals Parent | |
Condensed Income Statements, Captions [Line Items] | |
Non-controlling ownership interest (as a percent) | 43.86% |
General and Administrative Expenses | |
Condensed Income Statements, Captions [Line Items] | |
COVID-19 related costs | $ 0.1 |
Summary of Accounting Policie_4
Summary of Accounting Policies - Revenue and Accounts Receivable Concentrations (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue % | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 18.20% | 24.00% |
Revenue % | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 16.40% | 27.00% |
Revenue % | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 14.20% | 0.60% |
Revenue % | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 4.80% | 18.70% |
Accounts Receivable % | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 31.70% | 16.70% |
Accounts Receivable % | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 9.60% | 14.20% |
Accounts Receivable % | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 25.10% | 18.70% |
Accounts Receivable % | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 2.90% | 12.00% |
Accounts Receivable - Summary (
Accounts Receivable - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable | $ 28,340 | $ 27,206 |
Less: allowance for doubtful accounts | (202) | (202) |
Accounts receivable, net | $ 28,138 | $ 27,004 |
Inventory - Summary (Details)
Inventory - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 23,361 | $ 17,390 |
Allowance for slow-moving inventory | (2,269) | (2,269) |
Inventory, net | $ 21,092 | $ 15,121 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 17,476 | $ 16,832 |
Less: accumulated depreciation | (4,316) | (4,069) |
Property, plant and equipment, net | 13,160 | 12,763 |
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 | $ 5,621 | 5,621 |
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 | $ 9,866 | 9,028 |
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 | $ 1,025 | 1,025 |
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 | $ 124 | $ 318 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.4 | $ 0.3 |
Depreciation expense allocated to cost of revenue | 0.3 | 0.2 |
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, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 50,176 | $ 50,176 | |
Amortization expense of intangible assets | $ 2,000 | $ 2,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangibles | $ 100,600 | $ 100,600 |
Total accumulated amortization | 30,608 | 28,612 |
Total amortizable intangibles, net | $ 69,992 | 71,988 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 13 years | |
Total amortizable intangibles | $ 52,600 | 52,600 |
Total accumulated amortization | $ 15,510 | 14,499 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 13 years | |
Total amortizable intangibles | $ 34,600 | 34,600 |
Total accumulated amortization | $ 10,203 | 9,537 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 13 years | |
Total amortizable intangibles | $ 11,400 | 11,400 |
Total accumulated amortization | $ 3,362 | 3,142 |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Total amortizable intangibles | $ 2,000 | 2,000 |
Total accumulated amortization | $ 1,533 | $ 1,434 |
Long-Term Debt - Summary (Detai
Long-Term Debt - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: deferred financing costs | $ (6,175) | $ (11,168) |
Total debt, net of deferred financing costs | 231,950 | 358,832 |
Less: current portion | (3,500) | (3,500) |
Long-term debt, net current portion | 228,450 | 355,332 |
Senior Secured Credit Agreement | Line of Credit | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 199,125 | 350,000 |
Senior Secured Credit Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 39,000 | 20,000 |
Senior Debt | Line of Credit | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | $ 0 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Jan. 29, 2021USD ($) | Nov. 25, 2020USD ($) | Dec. 31, 2020USD ($)amendment | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Oct. 07, 2020USD ($) |
Debt Instrument [Line Items] | ||||||
Loss on debt repayment | $ 15,990,000 | $ 0 | ||||
Senior Secured Credit Agreement | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Number of amendments to debt agreement | amendment | 2 | |||||
Senior Secured Credit Agreement | Secured Debt | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt instrument | $ 350,000,000 | |||||
Term of debt instrument | 6 years | |||||
Repayments of outstanding borrowings | $ 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 | Delayed Draw Secured Debt | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Term of debt instrument | 6 years | |||||
Maximum borrowing capacity of credit facility | $ 30,000,000 | |||||
Draw on credit facility | $ 10,000,000 | |||||
Senior Secured Credit Agreement | Revolving Credit Facility | Line of Credit | ||||||
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 | $ 61,000,000 | |||||
Senior Debt | Line of Credit | Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||
Senior Debt | Line of Credit | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||
Senior Debt | Line of Credit | LIBOR Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 2.00% | |||||
Senior Debt | Line of Credit | LIBOR Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 3.50% | |||||
Senior Debt | Line of Credit | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||
Senior Debt | Line of Credit | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 2.50% | |||||
Senior Debt | Revolving Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt instrument | $ 25,000,000 | |||||
Senior Debt | Term Loan | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt instrument | $ 35,000,000 |
Earnings per Share - Summary (D
Earnings per Share - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||
Jan. 29, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | |||||
Net Loss | $ 2,675 | $ (11,009) | $ (11,009) | $ (8,334) | $ 9,295 |
Less: net loss attributable to non-controlling interests | (5,475) | (5,475) | 0 | ||
Net income (loss) attributable to Shoals Technologies Group, Inc. | $ (5,534) | $ (2,859) | $ 9,295 | ||
Denominator: | |||||
Weighted average shares of Class A common stock outstanding - basic (shares) | 93,540,000 | ||||
Weighted average shares of Class A common stock outstanding - diluted (shares) | 93,540,000 | ||||
Loss per share of Class A common stock - basic (USD per share) | $ (0.06) | ||||
Loss per share of Class A common stock - diluted (USD per share) | $ (0.06) | ||||
Restricted Stock Units | |||||
Denominator: | |||||
Effect of dilutive securities (shares) | 0 | ||||
Class B Common Stock | |||||
Denominator: | |||||
Effect of dilutive securities (shares) | 0 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) | 2 Months Ended |
Mar. 31, 2021shares | |
Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (shares) | 896,206 |
Class B Common Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (shares) | 73,066,067 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Jan. 26, 2021 | Mar. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation | $ 1.4 | |
Unrecognized compensation costs | $ 21.4 | |
Period for recognition of unrecognized compensation costs | 3 years 9 months 18 days | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted (shares) | 912,206 | 912,206 |
Share price (USD per share) | $ 25 | |
Award vesting period | 4 years |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares shares in Thousands | Jan. 26, 2021 | Mar. 31, 2021 |
Restricted Stock Units | ||
Outstanding at beginning of period (shares) | 0 | |
Granted (shares) | 912,206 | 912,206 |
Exercised (shares) | 0 | |
Forfeited (shares) | 0 | |
Vested (shares) | (16,000) | |
Outstanding at end of period (shares) | 896,206 | |
Weighted Average Price | ||
Balance at beginning of period (USD per share) | $ 0 | |
Granted (USD per share) | 25 | |
Exercised (USD per share) | 0 | |
Forfeited (USD per share) | 0 | |
Vested (USD per share) | 25 | |
Balance at end of period (USD per share) | $ 25 |
Stockholders' Deficit - Narrati
Stockholders' Deficit - Narrative (Details) $ / shares in Units, $ in Millions | Jan. 29, 2021USD ($)$ / sharesshares | Mar. 31, 2021$ / sharesshares | Jan. 26, 2021classvote$ / sharesshares |
Class of Stock [Line Items] | |||
Preferred stock authorized (shares) | 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 | ||
Founder and Class B Unit Holder in Shoals Parent | |||
Class of Stock [Line Items] | |||
Interests purchased in subsidiaries (shares) | 5,234,210 | 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 | |
Common stock, par value (USD per share) | $ / shares | $ 0.00001 | $ 0.0001 | |
Stock issued for organizational transactions (shares) | 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 | |
Common stock, par value (USD per share) | $ / shares | $ 0.00001 | $ 0.00001 |
Non-Controlling Interests - Nar
Non-Controlling Interests - Narrative (Details) - shares | Jan. 29, 2021 | Mar. 31, 2021 | Jan. 26, 2021 |
Noncontrolling Interest [Line Items] | |||
Decrease in noncontrolling interest from awards vested (shares) | 11,941 | ||
Shoals Parent | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest (as a percent) | 56.14% | 56.14% | |
Class A Common Stock | |||
Noncontrolling Interest [Line Items] | |||
Stock issued for organizational transactions (shares) | 81,977,751 | ||
Shoals Parent | |||
Noncontrolling Interest [Line Items] | |||
Interests purchased in subsidiaries (shares) | 6,315,790 | ||
Founder and Class B Unit Holder in Shoals Parent | |||
Noncontrolling Interest [Line Items] | |||
Interests purchased in subsidiaries (shares) | 5,234,210 | 5,234,210 |
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, 2021 | Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |||
Net loss attributable to Shoals Technologies Group, Inc. | $ (5,475) | $ (5,475) | $ 0 |
Increase in accumulated deficit as a result of the Organizational Transactions | (88,644) | ||
Decrease in accumulated deficit as a result of newly issued LLC Interests in IPO | 70,976 | ||
Decrease in accumulated deficit as a result of activity under stock compensation plan | 550 | ||
Change from net loss attributable to Shoals Technologies Group, Inc. and transfers to non-controlling interest | $ (22,593) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Mar. 31, 2021USD ($) |
Surety Bond | |
Loss Contingencies [Line Items] | |
Maximum potential payment obligation with regard to surety bonds | $ 11,800,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 1,475 | $ 0 |
Deferred tax assets, net of valuation allowance | 48,500 | |
Valuation allowance on deferred tax assets | 6,200 | |
Income taxes receivable | 3,800 | |
Portion of income taxes receivable due for Tax Receivable Agreement | $ 2,000 |
Tax Receivable Agreement - Narr
Tax Receivable Agreement - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 29, 2021 | Jan. 26, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Tax Receivable Agreement, proportion of tax benefits to be paid to TRA Owners (as a percent) | 85.00% | |||
Deferred tax asset related to the Tax Receivable Agreement | $ 32,100 | |||
Payable pursuant to Tax Receivable Agreement related to redemption of interest | $ 41,692 | 27,200 | $ 0 | |
Additional-paid-in-capital pursuant to Tax Receivable Agreement related to redemption of interest | 4,900 | |||
Deferred tax asset | $ 48,492 | 16,900 | $ 0 | |
Payable pursuant to Tax Receivable Agreement related to distribution | 14,400 | |||
Additional-paid-in-capital pursuant to Tax Receivable Agreement related to distribution | $ 2,500 | |||
Founder and Class B Unit Holder in Shoals Parent | ||||
Class of Stock [Line Items] | ||||
Interests purchased in subsidiaries (shares) | 5,234,210 | 5,234,210 |
Revenue by Product - Summary (D
Revenue by Product - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 45,604 | $ 40,740 |
System solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 33,369 | 22,793 |
Solar components | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 12,235 | $ 17,947 |
Uncategorized Items - shls-2021
Label | Element | Value |
Noncontrolling Interest [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | $ (5,475,000) |
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) |