10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-39942

Shoals Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		85-3774438
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1400 Shoals Way	Portland	Tennessee	37148
(Address of principal executive offices)			(Zip Code)

(Registrant’s telephone number, including area code) (615) 451-1400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.00001 Par Value	SHLS	Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 10, 2022, the registrant had 112,667,006 shares of Class A common stock and 54,534,591 shares of Class B common stock issued and outstanding.

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TABLE OF CONTENTS

ITEM		PAGE
PART I
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
	SIGNATURES	43

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” "seek," “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report with the understanding that a number of factors could cause actual results to differ materially from those indicated forward-looking statements in this report, including, without limitation, those factors described in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I and Item 1A “Risk Factors” of Part II.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Some of the key factors that could cause actual results to differ from our expectations include the following:

•if demand for solar energy projects does not continue to grow or grows at a slower rate than we anticipate, our business will suffer;

•existing electric utility industry policies and regulations, and any subsequent changes, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for our products or harm our ability to compete;

•our industry has historically been cyclical and experienced periodic downturns;

•if we fail to, or incur significant costs in order to, obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights, our business and results of operations could be materially harmed;

•if we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed;

•acquisitions, joint ventures and/or investments, including our most recent acquisition of ConnectPV, and the failure to integrate acquired businesses, could disrupt our business and/or dilute or adversely affect the price of our common stock;

•if our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest, and our competitive position may be harmed;

•we may experience delays, disruptions or quality control problems in our manufacturing operations in part due to vendor concentration;

•the interruption of the flow of components and materials from international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports;

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•changes in the United States trade environment, including the imposition of import tariffs and antidumping and countervailing duties, could adversely affect the amount or timing of our revenue, results of operations or cash flows;

•we face risks related to actual or threatened health epidemics, such as the COVID-19 pandemic, and other outbreaks, which could significantly disrupt our manufacturing and operations;

•our future growth in the EV charging market is highly dependent on the demand for, and consumers’ willingness to adopt, EVs;

•the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business;

•a drop in the price of electricity sold may harm our business, financial condition, results of operations and prospects;

•an increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets could make it difficult for end customers to finance the cost of a solar energy system and could reduce the demand for our products;

•defects or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products;

•our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations, resulting in a decline in the price of our Class A common stock;

•compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our business operations and, if significant or extreme, affect our results of operations;

•our planned expansion could subject us to additional business, financial, regulatory and competitive risks;

•our indebtedness could adversely affect our financial flexibility and our competitive position;

•our indebtedness may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations;

•developments in alternative technologies may have a material adverse effect on demand for our offerings;

•we are a holding company and our principal asset is our interest in Shoals Parent and, accordingly, we are dependent upon Shoals Parent and its consolidated subsidiaries for our results of operations, cash flows and distributions;

•we are required to make payments under the Tax Receivable Agreement and the amounts of such payments will be significant;

•we will not be reimbursed for any payments made to the beneficiaries under the Tax Receivable Agreement in the event that any purported tax benefits are subsequently disallowed by the IRS;

•as an emerging growth company within the meaning of the Securities Act, we may utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make our Class A common stock less attractive to investors;

•provisions in our certificate of incorporation and our bylaws may have the effect of delaying or preventing a change of control or changes in our management;

•our certificate of incorporation also provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our

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stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees;

•future sales of our Class A common stock, or the perception that such sales may occur, could depress our Class A common stock price; and

•if we fail to implement and maintain effective internal controls over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

Shoals Technologies Group, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except shares and par value)

	June 30, 2022		December 31, 2021
Assets
Current Assets
Cash and cash equivalents	$	10,094	$	5,006
Accounts receivable, net	57,827		31,499
Unbilled receivables	14,580		13,533
Inventory, net	64,961		38,368
Other current assets	8,827		5,042
Total Current Assets	156,289		93,448
Property, plant and equipment, net	16,830		15,574
Goodwill	69,941		69,436
Other intangible assets, net	60,727		65,236
Deferred tax assets	175,059		176,958
Other assets	17,771		5,762
Total Assets	$	496,617	$	426,414
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable	$	24,258	$	19,985
Accrued expenses and other	25,297		9,569
Current portion of payable pursuant to the tax receivable agreement	3,583		—
Long-term debt—current portion	2,000		2,000
Total Current Liabilities	55,138		31,554
Revolving line of credit	85,140		55,140
Long-term debt, less current portion	189,515		189,913
Payable pursuant to the tax receivable agreement, less current portion	153,591		156,374
Other long-term liabilities	4,793		931
Total Liabilities	488,177		433,912
Commitments and Contingencies (Note 15)
Stockholders’ Equity (Deficit)
Preferred stock, $0.00001 par value - 5,000,000 shares authorized; none issued and outstanding as of June 30, 2022 and December 31, 2021	—		—
Class A common stock, $0.00001 par value - 1,000,000,000 shares authorized; 112,667,006 and 112,049,981 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	1		1
Class B common stock, $0.00001 par value - 195,000,000 shares authorized; 54,534,591 and 54,794,479 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	1		1
Additional paid-in capital	101,243		95,684
Accumulated deficit	(86,091)		(93,133)
Total stockholders’ equity attributable to Shoals Technologies Group, Inc.	15,154		2,553
Non-controlling interests	(6,714)		(10,051)
Total stockholders' equity (deficit)	8,440		(7,498)
Total Liabilities and Stockholders’ Equity (Deficit)	$	496,617	$	426,414

See accompanying notes to condensed consolidated financial statements.

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Shoals Technologies Group, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	73,490	$	59,722	$	141,466	$	105,326
Cost of revenue	44,897		33,543		86,581		60,373
Gross profit	28,593		26,179		54,885		44,953
Operating Expenses
General and administrative expenses	13,265		10,018		27,184		16,834
Depreciation and amortization	2,344		2,062		4,710		4,130
Total Operating Expenses	15,609		12,080		31,894		20,964
Income from Operations	12,984		14,099		22,991		23,989
Interest expense, net	(4,170)		(3,620)		(8,006)		(7,329)
Payable pursuant to the tax receivable agreement adjustment	—		(1,664)		—		(1,664)
Loss on debt repayment	—		—		—		(15,990)
Income (loss) before income taxes	8,814		8,815		14,985		(994)
Income tax benefit (expense)	(1,511)		339		(3,033)		1,814
Net income	7,303		9,154		11,952		820
Less: net income (loss) attributable to non-controlling interests	2,901		4,596		4,910		(879)
Net income attributable to Shoals Technologies Group, Inc.	$	4,402	$	4,558	$	7,042	$	1,699
	Three Months Ended June 30,				Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
	2022		2021
Earnings (loss) per share of Class A common stock:
Basic	$	0.04	$	0.05	$	0.06	$	(0.01)
Diluted	$	0.04	$	0.05	$	0.06	$	(0.01)
Weighted average shares of Class A common stock outstanding:
Basic	112,489		93,544		112,350		93,542
Diluted	112,616		166,827		112,428		93,542

See accompanying notes to condensed consolidated financial statements.

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Shoals Technologies Group, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)

(in thousands, except shares)

For the three and six months ended June 30, 2022

	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Deficit		Non-Controlling Interest		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance at December 31, 2021	112,049,981	$	1	54,794,479	$	1	$	95,684	$	(93,133)	$	(10,051)	$	(7,498)
Equity-based compensation	—	—		—	—		5,636		—		—		5,636
Activity under equity-based compensation plan	—	—		—	—		(2,944)		—		1,647		(1,297)
Vesting of restricted share units	308,416	—		—	—		—		—		—		—
Distributions to non-controlling interest	—	—		—	—		—		—		(2,938)		(2,938)
Net income	—	—		—	—		—		2,640		2,009		4,649
Balance at March 31, 2022	112,358,397	1		54,794,479	1		98,376		(90,493)		(9,333)		(1,448)
Deferred tax adjustments related to Tax Receivable Agreement	—	—		—	—		148		—		—		148
Exchange of Class B to Class A common stock	259,888	—		(259,888)	—		—		—		—		—
Equity-based compensation	—	—		—	—		4,065		—		—		4,065
Activity under equity-based compensation plan	—	—		—	—		(1,326)		—		1,326		—
Vesting of restricted share units	48,721	—		—	—		—		—		—		—
Distributions to non-controlling interest	—	—		—	—		—		—		(1,628)		(1,628)
Reallocation of non-controlling interest	—	—		—	—		(20)		—		20		—
Net income	—	—		—	—		—		4,402		2,901		7,303
Balance at June 30, 2022	112,667,006	$	1	54,534,591	$	1	$	101,243	$	(86,091)	$	(6,714)	$	8,440

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Shoals Technologies Group, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) (continued)

(in thousands, except shares)

For the three months ended June 30, 2021

	Members’ Deficit		Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Deficit		Non-Controlling Interest		Total Members'/Stockholders’ Deficit
			Shares	Amount		Shares	Amount
Balance at December 31, 2020	$	(184,123)	—	$	—	—	$	—	$	—	$	—	$	—	$	(184,123)
Net income prior to the Organizational Transactions	2,675		—	—		—	—		—		—		—		2,675
Effect of Organizational Transactions	181,448		81,977,751	1		78,300,817	1		—		(92,806)		(88,644)		—
Issuance of Class A common stock sold in IPO, net of underwriting discounts and commissions and offering costs	—		11,550,000	—		(5,234,210)	—		70,188		—		70,976		141,164
Net loss subsequent to the Organizational Transactions	—		—	—		—	—		—		(5,534)		(5,475)		(11,009)
Equity-based compensation recognized subsequent to the Organizational Transactions	—		—	—		—	—		1,392		—		—		1,392
Activity under equity-based compensation plan	—		11,941	—		—	—		(687)		—		550		(137)
Deferred tax adjustment related to Tax Receivable Agreement	—		—	—		—	—		7,180		—		—		7,180
Balance at March 31, 2021	—		93,539,692	1		73,066,607	1		78,073		(98,340)		(22,593)		(42,858)
Net income	—		—	—		—	—		—		4,558		4,596		9,154
Equity-based compensation	—		—	—		—	—		1,955		—		—		1,955
Activity under equity-based compensation plan	—		5,872	—		—	—		(857)		—		857		—
Distributions to Non-controlling interest	—		—	—		—	—		—		—		(2,973)		(2,973)
Reallocation of non-controlling interest	—		—	—		—	—		(288)		—		288		—
Balance at June 30, 2021	$	—	93,545,564	$	1	73,066,607	$	1	$	78,883	$	(93,782)	$	(19,825)	$	(34,722)

See accompanying notes to condensed consolidated financial statements.

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Shoals Technologies Group, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Six Months Ended June 30,
	2022		2021
Cash Flows from Operating Activities
Net income	$	11,952	$	820
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	5,402		4,808
Amortization/write off of deferred financing costs	684		5,415
Equity-based compensation	7,896		4,172
Provision for obsolete or slow-moving inventory	443		—
Deferred taxes	2,847		(524)
Payable pursuant to the tax receivable agreement adjustment	—		1,664
Gain on sale of assets	—		61
Changes in assets and liabilities:
Accounts receivable	(26,259)		(15,973)
Unbilled receivables	(1,047)		(3,003)
Inventory	(27,404)		(6,151)
Other assets	(2,059)		(4,631)
Accounts payable	4,060		(410)
Accrued expenses and other	16,742		(362)
Net Cash Used in Operating Activities	(6,743)		(14,114)
Cash Flows Used In Investing Activities
Purchases of property, plant and equipment	(2,149)		(1,736)
Net Cash Used in Investing Activities	(2,149)		(1,736)
Cash Flows from Financing Activities
Distributions to non-controlling interest	(4,566)		(2,973)
Employee withholding taxes related to net settled equity awards	(1,297)		(137)
Deferred financing costs	—		(94)
Payments on term loan facility	(1,000)		(151,750)
Proceeds from revolving credit facility	38,000		34,000
Repayments of revolving credit facility	(8,000)		(5,000)
Proceeds from issuance of Class A common stock sold in an IPO, net of underwriting discounts and commissions	—		278,833
Purchase of LLC Interests with proceeds from IPO	—		(124,312)
Deferred offering costs	—		(9,619)
Net Cash Provided By Financing Activities	23,137		18,948
Net Increase in Cash, Cash Equivalents and Restricted Cash	14,245		3,098
Cash, Cash Equivalents and Restricted Cash—Beginning of Period	9,557		10,073
Cash, Cash Equivalents and Restricted Cash—End of Period	$	23,802	$	13,171

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Shoals Technologies Group, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)

(in thousands)

	Six Months Ended June 30,
	2022		2021
Supplemental Cash Flows Information:
Cash paid for interest	$	6,127	$	5,634
Cash paid for taxes	$	708	$	1,120
Non-cash investing and financing activities:
Reclassification of deferred offering costs to additional paid-in capital	$	—	$	3,736
Recording of deferred tax assets	$	948	$	49,049
Recording of amounts payable pursuant to tax receivable agreement	$	800	$	41,692
Capital contribution related to tax receivable agreement	$	148	$	7,178
Income tax receivable from merger due to former owner	$	—	$	3,069

See accompanying notes to condensed consolidated financial statements.

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Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1.    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 for solar, battery storage and electric vehicle charging applications, selling to customers across the United States and internationally. Shoals Parent, through its wholly-owned subsidiaries, Shoals Intermediate Holdings LLC (“Intermediate”) and Shoals Holdings LLC (“Holdings”) owns five other subsidiaries through which it conducts substantially all operations: Shoals Technologies, LLC, Shoals Technologies Group, LLC, Solon, LLC, and Shoals Structures, LLC (collectively “Shoals”). Shoals Parent acquired Shoals on May 25, 2017.

On August 26, 2021, the Company acquired 100% of the stock of ConnectPV, Inc. (“ConnectPV”) with cash and Class A common stock. The acquisition was accounted for as a business combination and following the acquisition, the Company immediately converted ConnectPV to a limited liability company (Shoals Connect LLC) and contributed the entity to Shoals Parent, LLC through a series of transactions – see Note 3 - Acquisition of ConnectPV.

Initial Public Offering

On January 29, 2021, the Company completed an IPO of 11,550,000 shares of Class A common stock at a public offering price of $25.00 per share, including shares issued pursuant to the underwriters' over-allotment option. The Company received $278.8 million in proceeds, net of underwriting discounts and commissions of $9.9 million, which was used to purchase 6,315,790 newly-issued membership interests (“LLC Interests”) from Shoals Parent and 5,234,210 LLC Interests from the founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of $25.00 per share.

Organizational Transactions

In connection with the IPO, the Company and Shoals Parent completed a series of transactions (the "Organizational Transactions") including the following:

•the limited liability company agreement (the “LLC Agreement”) of Shoals Parent was amended and restated to, among other things, (i) provide for a new single class of 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;

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Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

•the acquisition, by merger, of Shoals Investment CTB or the former Class A member of Shoals Parent (the "Class A Shoals Equity Owners"), for which the Company issued 81,977,751 shares Class A common stock as merger consideration (the "Merger").

Follow-On Offering

On July 16, 2021, the Company completed a follow-on offering consisting of 4,989,692 shares of Class A common stock offered by selling shareholders and 10,402,086 shares of Class A common stock offered by the Company. The Company used the proceeds of the sale of Class A common stock to purchase an equal number of LLC Interests and Class B common stock from our founder and management.

2.    Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Non-controlling Interest

The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, Shoals Parent, held by the Continuing Equity Owners. Non-controlling interest on the condensed consolidated balance sheet represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of June 30, 2022, the non-controlling interest was 32.62%.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, the statements of operations, stockholders’ equity (deficit) and cash flows for the periods ended June 30, 2022 and 2021 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2022 and the results of its operations and its cash flows for the periods ended June 30, 2022 and 2021. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2022 and 2021 are also unaudited. The results for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. These financial statements should be read in

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Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

conjunction with the Company’s consolidated financial statements and related notes thereto included in the Company’s 2021 Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include revenue recognition, allowance for doubtful accounts, useful lives of property, plant and equipment and other intangible assets, impairment of long-lived assets, allowance for slow moving inventory, payable pursuant to the tax receivable agreement (“TRA”) and valuation allowance on deferred tax assets.

Restricted Cash

Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Restricted cash is restricted as to withdrawal or use. Tax distributions paid by Shoals Parent to the Company are restricted under the LLC Agreement for future payments under the TRA and totaled $13.7 million and $4.6 million as of June 30, 2022 and December 31, 2021, respectively.

A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet is as follows (in thousands):

	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	10,094	$	5,006
Restricted cash included in other current asset	3,583		—
Restricted cash included in other assets	10,125		4,551
Total cash, cash equivalents and restricted cash	$	23,802	$	9,557

Impact of COVID-19 Pandemic

The global health crisis caused by the novel coronavirus COVID-19 pandemic and its variants have, and may continue, to negatively impact global economic activity, which, despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence.

To date, while the Company has maintained uninterrupted business operations with normal turnaround times for its delivery of solar EBOS solutions and components, the impact of delays for other parts of customer systems has pushed some projects to future quarters. The Company has implemented wage increases along with adjustments to its operations designed to keep employees safe and comply with federal, state and local guidelines, including those regarding social distancing.

The impact of COVID-19 and its emerging variants cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of the vaccines and the response by governmental bodies and regulators. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on our business, including, but not

9

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

limited to, our workforce, component shortages, disruptions in transportation or other supply chain related constraints.

Customer Concentrations

The Company had the following revenue concentrations representing 10% or more of revenue for the six months ended June 30, 2022 and 2021 and related accounts receivable concentrations as of June 30, 2022 and December 31, 2021:

	2022				2021
	Revenue %		Accounts Receivable %		Revenue %		Accounts Receivable %
Customer A	12.3	%	11.2	%	25.5	%	15.8	%
Customer B	10.0	%	5.0	%	3.6	%	1.2	%
Customer C	9.7	%	11.3	%	6.5	%	23.7	%
Customer D	7.4	%	2.7	%	13.2	%	4.6	%

Recent Accounting Pronouncements

Adopted

On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases” which supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840, “Leases”. Under ASU No. 2016-02, lessees are required to recognize assets and liabilities on the consolidated balance sheets for most leases and provide enhanced disclosures. For companies that are not emerging growth companies (“EGCs”), the ASU was effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted the new standard using the modified retrospective method by recording a right-of-use asset of $1.2 million, short-term portion of lease liabilities of $0.4 million and long-term portion of lease liabilities of $0.8 million as of the effective date. Prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The adoption did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. See Note 14 - Leases for further information and disclosures related to the adoption of this standard.

Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, which was subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, and which requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend

10

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

credit held by a reporting entity at each reporting date. For EGC’s, the standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2022. The Company will continue to assess the possible impact of this standard, but currently does not expect the adoption of this standard will have a significant impact on its financial statements and its limited history of bad debt expense relating to trade accounts receivable.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires that contract assets and contract liabilities acquired in a business combination be recognized and measured in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within that fiscal year. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We are currently evaluating the impact of the new standard on our financial statements and related disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

3.    Acquisition of ConnectPV

On August 26, 2021, the Company acquired 100% of the common stock of ConnectPV. The acquisition of ConnectPV was accounted for as a business combination using the acquisition method of accounting. The aggregate purchase price was $13.8 million in cash (net of $0.8 million cash acquired) and 209,437 shares of Class A Common stock valued at $6.5 million.

The cash portion of the purchase price was funded by borrowing under our Revolving Credit Facility (as defined below). The purchase price paid has been allocated to record the acquired assets and assumed liabilities based upon their estimated fair value pending finalization of the working capital calculation with the sellers. When determining the fair values of the assets acquired and assumed liabilities, management made significant estimates, judgements and assumptions. Management estimated that consideration paid exceeded the fair value of the net assets acquired. Therefore, goodwill of $19.8 million was recorded. The goodwill recognized was primarily attributable to the workforce and synergies related to the Company’s EBOS solutions and components business that are expected to arise from the ConnectPV acquisition.

The following table is the balance sheet of ConnectPV as of the acquisition date, August 26, 2021, and includes the estimated fair value of the assets acquired and assumed liabilities. The estimated fair value allocated to certain property, plant and equipment, identifiable intangible assets and goodwill was determined based on a combination of market, cost and income approaches with the assistance of a third-party valuation firm (in thousands):

11

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Purchase Price Allocation
Cash and cash equivalents	$	849
Accounts receivable	5,382
Inventory	4,273
Other current assets	1,583
Total current assets	12,087
Property, plant and equipment	438
Goodwill	19,765
Other intangible assets	1,600
Total Assets	33,890
Accounts payable	9,440
Accrued expenses	2,655
Debt	1,537
Total liabilities	13,632
Net assets acquired	$	20,258

Pro Forma Financial Information (Unaudited)

The pro forma information below gives effect to the ConnectPV acquisition as if it had been completed on the first day of each period presented. The pro forma results of operations are presented for informational purposes only. As such, they are not necessarily indicative of the Company’s results had the acquisition been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the assets and liabilities associated with the acquisition at their respective fair values, which are preliminary at this time, based on available information and to give effect to the financing for the acquisition (in thousands):

	Six Months Ended June 30, 2021
Revenue	$	117,197
Net income	$	77

4.    Accounts Receivable

Accounts receivable consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Accounts receivable	$	58,318	$	32,015
Less: allowance for doubtful accounts	(491)		(516)
Accounts receivable, net	$	57,827	$	31,499

12

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

5.    Inventory

Inventory consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Raw materials	$	66,301	$	39,265
Allowance for obsolete or slow-moving inventory	(1,340)		(897)
Inventory, net	$	64,961	$	38,368

6.    Property, Plant and Equipment

Property, plant, and equipment, net consists of the following (in thousands):

	Estimated Useful Lives (Years)
		June 30, 2022		December 31, 2021
Land	N/A	$	840	$	840
Building and land improvements	5-40	9,070		7,801
Machinery and equipment	3-5	11,664		10,693
Furniture and fixtures	3-7	1,684		1,775
Vehicles	5	65		65
		23,323		21,174
Less: accumulated depreciation		(6,493)		(5,600)
Property, plant and equipment, net		$	16,830	$	15,574

Depreciation expense for the three months ended June 30, 2022 and 2021 was $0.5 million and $0.4 million, respectively. During the three months ended June 30, 2022 and 2021, $0.4 million and $0.3 million, respectively, of depreciation expense was allocated to cost of revenue and $0.1 million and $0.1 million, respectively, of depreciation expense was allocated to operating expenses.

Depreciation expense for the six months ended June 30, 2022 and 2021 was $0.9 million and $0.8 million, respectively. During the six months ended June 30, 2022 and 2021, $0.7 million and $0.7 million, respectively, of depreciation expense was allocated to cost of revenue and $0.2 million and $0.1 million, respectively, of depreciation expense was allocated to operating expenses.

7.    Goodwill and Other Intangible Assets

Goodwill

Goodwill relates to the acquisition of Shoals and ConnectPV. As of June 30, 2022 and December 31, 2021, goodwill totaled $69.9 million and $69.4 million, respectively. Changes in the carrying amount of goodwill during the six months ended June 30, 2022 are shown below (in thousands):

13

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

	Goodwill
Beginning Balance	$	69,436
Adjustments related to finalization of working capital in the acquisition of ConnectPV	505
Ending Balance	$	69,941

Other Intangible Assets

Other intangible assets consists of the following (in thousands):

	Estimated Useful Lives (Years)	June 30, 2022		December 31, 2021
Amortizable:
Costs:
Customer relationships	13	$	53,100	$	53,100
Developed technology	13	34,600		34,600
Trade names	13	11,900		11,900
Backlog	1	600		600
Noncompete agreements	5	2,000		2,000
Total amortizable intangibles		102,200		102,200
Accumulated amortization:
Customer relationships		20,777		18,629
Developed technology		13,530		12,199
Trade names		4,666		4,103
Backlog		500		200
Noncompete agreements		2,000		1,833
Total accumulated amortization		41,473		36,964
Total amortizable intangibles, net		$	60,727	$	65,236

Amortization expense related to intangible assets amounted to $2.2 million and $2.0 million for the three months ended June 30, 2022 and 2021 and $4.5 million and $4.0 million for the six months ended June 30, 2022 and 2021, respectively.

8.    Accrued Expenses and Other

Accrued expenses and other consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Accrued compensation	$	2,910	$	2,882
Deferred revenue	13,871		1,841
Accrued interest	5,149		3,095
Accrued professional fees	694		548
Lease liability	1,117		—

14

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

	June 30, 2022		December 31, 2021
Other accrued expenses	1,556		1,203
Total accrued expenses and other	$	25,297	$	9,569

9.    Long-Term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Term Loan Facility	$	196,250	$	197,250
Revolving Credit Facility	85,140		55,140
Less: deferred financing costs	(4,735)		(5,337)
Total debt, net of deferred financing costs	276,655		247,053
Less: current portion	(2,000)		(2,000)
Long-term debt, less current portion	$	274,655	$	245,053

Senior Secured Credit Agreement

On November 25, 2020 Shoals Holdings, entered into a senior secured credit agreement (the “Senior Secured Credit Agreement”), consisting of (i) a $350.0 million senior secured six-year term loan facility (the “Term Loan Facility”), (ii) a $30.0 million senior secured delayed draw term loan facility, which matures concurrently with the six-year Term Loan Facility (the “Delayed Draw Term Loan Facility”) and (iii) an uncommitted super senior first out revolving credit facility (the “Revolving Credit Facility”).

In December 2020, Shoals Holdings entered into two amendments to the Senior Secured Credit Agreement in order to obtain a $100.0 million increase (the “Revolver Upsize”) to the Revolving Credit Facility and modify the terms of the interest rate and prepayment premium. As part of the first amendment the Company repaid and terminated all outstanding commitments under the Delayed Draw Term Loan Facility.

On January 29, 2021, the Company used proceeds from the IPO to repay $150.0 million of outstanding borrowings under the Term Loan Facility. The repayment of a portion of the borrowings under the Term Loan Facility resulted in a $16.0 million loss on debt repayment as the result of the $11.3 million prepayment premium and $4.7 million write-off of a portion of the deferred financing costs.

On May 2, 2022, Shoals Holdings entered into an amendment to the Senior Secured Credit Agreement in order to increase the amount available for borrowing under the Revolving Credit Facility from $100.0 million to $150.0 million. The amendment also set forth SOFR as the benchmark rate to succeed LIBOR and amended the financial covenant such that, commencing with the first day of the first full fiscal quarter following the amendment effective date, Shoals Holdings shall not permit its Consolidated First Lien Secured Leverage Ratio (as defined in the Senior Secured Credit Agreement) to exceed 6.50:1.00.

As of June 30, 2022, interest rates on the Term Loan Facility was SOFR plus 3.25%, or 4.70%, and the Revolving Credit Facility was SOFR plus 3.25%, ranging from 4.47% to 5.41%. As of June 30, 2022, the Company had $64.9 million of availability under the Revolving Credit Facility.

15

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 June 30, 2022, the Company was in compliance with all the required covenants.

10.    Earnings per Share ("EPS")

Basic EPS of Class A Common Stock is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted EPS of Class A Common Stock is computed similarly to basic EPS except the weighted average shares outstanding are increased to include additional shares from the exchange of Class B Common Stock under the if-converted method and the assumed exercise of any common stock equivalents using the treasury stock method, if dilutive. The Company’s restricted stock units are considered common stock equivalents for this purpose.

All earnings prior to and up to January 26, 2021, the date of the IPO, were entirely allocable to non-controlling interest and, as a result, EPS information is not applicable for reporting periods prior to this date. Consequently, only the net income allocable to Shoals Technologies Group, Inc. from the period subsequent to January 26, 2021 is included in the net loss attributable to the stockholders of Class A Common Stock for the periods ended June 30, 2021.

Basic and diluted EPS of Class A Common Stock have been computed as follows (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
	2022		2021
Numerator:
Net income (loss) attributable to Shoals Technologies Group, Inc. - basic	$	4,402	$	4,558	$	7,042	$	(976)
Reallocation of net income attributable to non-controlling interests from the assumed conversion of Class B common stock	—		4,596		—		—
Net income (loss) attributable to Shoals Technologies Group, Inc. - diluted	$	4,402	$	9,154	$	7,042	$	(976)
Denominator:
Weighted average shares of Class A common stock outstanding - basic	112,489		93,544		112,350		93,542
Effect of dilutive securities:
Restricted / Performance Stock Units	127		216		78		—
Class B Common Stock	—		73,067		—		—
Weighted average shares of Class A common stock outstanding - diluted	112,616		166,827		112,428		93,542

16

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
	2022		2021
Earnings (loss) per share of Class A common stock - basic	$	0.04	$	0.05	$	0.06	$	(0.01)
Earnings (loss) per share of Class A common stock - diluted	$	0.04	$	0.05	$	0.06	$	(0.01)

For the three and six months ended June 30, 2022 and the period from January 27, 2021 to June 30, 2021, the reallocation of net income attributable to non-controlling interest from the assumed conversion of Class B common stock has been excluded along with the dilutive effect of the restricted stock units for the period from January 27, 2021 to June 30, 2021 and Class B common stock to the weighted average shares of Class A common stock outstanding – dilutive as it was antidilutive.

11.    Equity-Based Compensation

2021 Long-term Incentive Plan

On January 26, 2021, the Shoals Technologies Group, Inc. 2021 Long-Term incentive Plan (the “2021 Incentive Plan”) became effective. The 2021 Incentive Plan authorized 8,768,124 new shares, subject to adjustment pursuant to the 2021 Incentive Plan.

Restricted Stock Units

During the six months ended June 30, 2022, the Company has granted 640,736 restricted stock units (“RSUs") to certain employees, officers and directors of the Company, respectively. The RSUs have grant date fair values ranging from $10.42 to $17.23 per unit and generally vest ratably over 3 years, except for some employee and officer grants for bonuses which immediately vested.

Activity under the 2021 Incentive Plan for RSUs was as follows:

	Restricted Stock Units	Weighted Average Price
Outstanding, December 31, 2021	1,632,844	$	27.58
Granted	640,736	$	12.82
Vested	(436,357)	$	24.40
Forfeited	(26,370)	$	31.17
Outstanding, June 30, 2022	1,810,853	$	23.05

Performance Stock Units

During the quarter ended June 30, 2022, the Company granted an aggregate of 242,907 Performance Stock Units ("PSUs") to certain executives. The PSUs cliff vest after three years upon meeting certain revenue and gross margin targets and contain certain modifiers which could increase or decrease the ultimate number of Class A common stock issued to the executives. The PSUs were valued using the market value of the common stock on the grant date ranging from $10.42 to $12.60 per PSUs. Based on results achieved in 2022 and the forecasted amounts over the remainder of the performance period, the Company expects the units to vest and the modifier to be achieved related to the gross margin target.

17

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Activity under the 2021 Incentive Plan for PSUs was as follows:

	Performance Stock Units	Weighted Average Price
Outstanding, December 31, 2021	—	$	—
Granted	242,907	$	11.41
Vested	—	$	—
Forfeited	—	$	—
Outstanding, June 30, 2022	242,907	$	11.41

The Company recognized equity-based compensation of $4.1 million and $2.8 million for the three months ended June 30, 2022 and 2021, respectively, and $7.9 million and $4.2 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had $38.8 million of unrecognized compensation costs which is expected to be recognized over a period of 2.5 years.

12.    Stockholders' Equity (Deficit)

Amendment and Restatement of Certificate of Incorporation

As discussed in Note 1, on January 26, 2021, the Company's certificate of incorporation was amended and restated to, among other things, provide for the (i) authorization of 1,000,000,000 shares of Class A common stock with a par value of $0.00001 per share; (ii) authorization of 195,000,000 shares of Class B common stock with a par value of $0.00001 per share; (iii) authorization of 5,000,000 shares of preferred stock that may be issued from time to time by the Company's Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, the members of which will serve for staggered terms.

Holders of Class A common stock and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock held by the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one-for-one basis if the Company, at the election of a Continuing Equity Owner, redeem or exchange LLC Interests.

The Company must, at all times, maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Initial Public Offering

As discussed in Note 1, on January 29, 2021, the Company closed an IPO of 11,550,000 shares of the Class A common stock at a public offering price of $25.00 per share. The Company received $278.8 million in proceeds, net of underwriting discounts and commissions, which was used to purchase 6,315,790 LLC

18

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Interests from Shoals Parent and 5,234,210 LLC Interests from the founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of the Class A common stock of $25.00.

Shoals Parent Recapitalization

As noted above, in connection with the IPO, the limited liability company agreement of Shoals Parent was amended and restated to, among other things, (i) provide for a new single class of common membership interests in Shoals Parent, or the LLC Interests; (ii) exchange all of the then existing membership interests of the Continuing Equity Owners for LLC Interests (iii) exchange all the then existing membership interest of the Class A Shoals Equity Owners for LLC Interests and (iv) appoint the Company as the sole managing member of Shoals Parent. The Company has a majority economic interest in, is the sole managing member of, has the sole voting power in, and controls the management of Shoals Parent.

The amendment also requires that Shoals Parent, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners.

Acquisition of Former Shoals Equity Owners

On January 26, 2021, the Company acquired, by merger, an entity that was a member of Shoals Parent, or the Class A Shoals Equity Owners, for which the Company issued 81,977,751 shares of Class A common stock as merger consideration. The only assets held by the Class A Shoals Equity Owners were 81,977,751 LLC Interests. Upon consummation of the Merger, the Company recognized the LLC Interests at carrying value, as the Merger is considered to be a transaction between entities under common control.

13.    Non-Controlling Interests

As of June 30, 2022, the Company owned 67.38% of Shoals Parent. The following table summarizes the effects of the changes in ownership in Shoals Parent on equity:

	Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
Net income (loss) attributable to non-controlling interest	$	4,910	$	(879)
Transfers to non-controlling interests
Decrease as a result of the Organizational Transactions	—		(88,644)
Increase as a result of newly issued LLC Interests in IPO	—		70,976
Increase as a result of activity under equity-based compensation plan	2,973		1,407
Decrease from tax distributions to non-controlling interest	(4,566)		(2,973)
Reallocation of non-controlling interest	20		288
Change from net income attributable to/from non-controlling interest and transfers to non-controlling interest	$	3,337	$	(19,825)

Issuance of Additional LLC Interests

Under the LLC Agreement, the Company is required to cause Shoals Parent to issue additional LLC Interests to the Company when the Company issues additional shares of Class A Common Stock. Other than as it relates to the issuance of Class A Common Stock in connection with an equity incentive program, the

19

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 six months ended June 30, 2022, the Company caused Shoals Parent to issue to the Company a total of 357,137 LLC Interests for the vesting of awards granted under the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan.

Distributions for Taxes

As a limited liability company (treated as a partnership for income tax purposes), Shoals Parent does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the LLC Agreement, Shoals Parent is required to distribute cash, to the extent that Shoals Parent has cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to each member’s share of Shoals Parent taxable earnings. Shoals Parent makes such tax distributions to its members quarterly, based on the single highest marginal tax rate applicable to its members applied to projected year-to-date taxable income, with a final accounting once actual taxable income or loss has been determined. During the six months ended June 30, 2022, tax distributions to non-controlling LLC Interests holders was $4.6 million.

Other Distributions

Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC members and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC units.

14.    Leases

Effective January 1, 2021, the Company adopted ASC 842 Leases using the modified retrospective approach. The Company elected the use of the package of practical expedients permitted under the transition guidance which allows the Company not to reassess whether a contract contains a lease, carry forward the historical lease classification and not reassess initial direct lease costs. The Company also elected to apply the short-term measurement and recognition exemption in which the right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases. Adoption of this standard resulted in recording of net operating lease ROU assets and corresponding operating lease liabilities of $1.2 million and $1.2 million, respectively. The standard did not materially affect the condensed consolidated statements of income and had no impact on the condensed consolidated statements of cash flows.

The following table summarizes the balances as it relates to leases at the end of the period (in thousands):

	(*)	June 30, 2022
ROU asset	Other assets	$	4,655
Lease liability, current portion	Accrued expenses and other	$	1,117
Lease liability, long-term portion	Other long-term liabilities	3,846
Total lease liability		$	4,963

20

Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(*) Location on the condensed consolidated balance sheet

The Company determines if an arrangement is a lease at its inception. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company’s leases generally do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight-line basis over the lease term.

Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the right-of-use assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in the condensed consolidated balance sheets. The Company also elected to apply the practical expedient to consider non-lease components as a part of the lease. The Company's leases contain certain non-lease components for common area maintenance which are variable on a month to month basis and as such recorded as a variable lease expense as incurred.

The details of the Company’s operating leases are as follows (in thousands):

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Operating lease expense	$	296	$	576
Variable lease expense	33		64
Short-term lease expense	33		176
Total lease expense	$	362	$	816

The following table presents the maturities of lease liabilities (in thousands):

Fiscal year ending December 31,	Operating Leases
2022	$	652
2023	1,339
2024	1,264
2025	960
2026	952
Thereafter	246
Total lease payments	5,413
Less: Imputed lease interest	(450)
Total lease liabilities	$	4,963

The following table represents future minimum lease obligations under non-cancelable operating leases (in thousands):

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Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Fiscal year ending December 31,	Operating Leases
2022	$	489
2023	499
2024	200
2025	58
2026	6
Total	$	1,252

The Company’s weighted-average remaining lease-term and weighted-average discount rate are as follows (in thousands):

	Six Months Ended June 30, 2022
Weighted average remaining lease-term	4.3 years
Weighted average discount rate	4.5%

Supplemental cash flow and other information related to operating leases are as follows:

	Six Months Ended June 30, 2022
Operating cash flows from operating leases	$	320
Non cash investing activities:
Lease liabilities arising from obtaining right-of-use assets as of January 1, 2022	$	1,239
Lease liabilities arising from obtaining right-of-use assets during the six months ended June 30, 2022	$	3,990

15.    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 June 30, 2022, the maximum potential payment obligation with regard to surety bonds was $11.5 million.

Employee Benefit Plan

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Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company has a 401(k) retirement plan for substantially all of its employees based on certain eligibility requirements. Effective January 1, 2021 the Company began making matching contributions to the plan and may also provide discretionary contributions to the plan at the discretion of management. No such discretionary contributions have been made since inception of the plan. For the six months ended June 30, 2022 and 2021, the Company made matching contributions totaling $0.2 million and $0.1 million, respectively.

16.    Income Taxes

The Company is taxed as a subchapter C corporation and is subject to federal and state income taxes. The Company’s sole material asset is Shoals Parent, which is a limited liability company that is taxed as a partnership for US federal and certain state and local income tax purposes. Shoals Parent’s net taxable income and related tax credits, if any, are passed through to its members and included in the member’s tax returns.

Shoals Parent is subject to and reports an entity level tax in various states. The income tax burden on the earnings taxed to the noncontrolling interest holders is not reported by the Company in its consolidated financial statements under U.S. GAAP. As a result, the Company’s effective tax rate differs materially from the statutory rate. Our effective income tax rate for the six months ended June 30, 2022 and 2021, was 20.2% and 182.5% respectively.

In calculating the provision for interim income taxes, in accordance with ASC Topic 740, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period.

For annual periods, the Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.

The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. As of the quarter ended June 30, 2022, the Company has recorded $0.9 million of gross unrecognized tax benefits inclusive of interest and penalties, all of which, if recognized, would favorably impact the effective tax rate. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations.

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Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

17. Payable Pursuant to the Tax Receivable Agreement

The Company has a TRA with the TRA Owners that provides for the payment by the Company to the TRA Owners (or their permitted assignees) of 85% of the amount of the benefits, if any, that the Company actually realizes or is deemed to realize as a result of (i) the Company’s allocable share of existing tax basis acquired in connection with the Organizational Transactions (including Blocker’s share of existing tax basis) and increases to such allocable share of existing tax basis, (ii) certain increases in the tax basis of assets of Shoals Parent and its subsidiaries resulting from purchases or exchanges of LLC Interests, and (iii) certain other tax benefits related to the Company entering into the TRA, including those attributable to payments made under the TRA. These contractual payment obligations are obligations of the Company and not of Shoals Parent. The Company’s payable pursuant to the TRA was determined on an undiscounted basis in accordance with ASC 450, Contingencies, since the contractual payment obligations were deemed to be probable and reasonably estimable.

For purposes of the TRA, the benefit deemed realized by the Company is computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of Shoals Parent as a result of the purchases or exchanges, and had the Company not entered into the TRA.

The following table reflects the changes to the Company's payable pursuant to the tax receivable agreement (in thousands):

	Six Months Ended June 30,
	2022		2021
Beginning balance	$	156,374	$	—
Additions to TRA:
Exchange of LLC Interests for Class A Common Stock from founder	800		28,202
Merger of Shoals investment CTB	—		13,490
Adjustment for change in estimated effective income tax rate	—		1,664
Payments under TRA	—		—
Payable pursuant to TRA	157,174		43,356
Less: current portion	(3,583)		—
Payable pursuant to TRA, less current portion	$	153,591	$	43,356

The TRA further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, or if the Company materially breaches any of its material obligations under the TRA, the Company (or its successor) would owe to the TRA Owners a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the TRA that would be based on certain assumptions, including a deemed exchange of LLC Interests and that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and

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Shoals Technologies Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

other tax benefits related to entering into the TRA. The Company also is entitled to terminate the TRA, which, if terminated, would obligate the Company to make early termination payments to the TRA Owners.

When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from the Company’s increased tax basis as a result of exchanges of LLC Interests by the TRA Owners, the Company continuously monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company is subject to tax.

The Company has recorded deferred tax assets of $184.9 million since our IPO associated with basis differences in the net assets of Shoals Parent and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended. The aggregate payable pursuant to the TRA represents 85% of the tax benefits that the Company expects to receive in connection with the Section 754 election. In accordance with the TRA, the next annual payment is anticipated on February 20, 2023, approximately 125 days after filing the federal tax return.

18.    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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
System solutions	$	56,821	$	51,242	$	103,650	$	84,611
Solar components	16,669		8,480		37,816		20,715
Total revenue	$	73,490	$	59,722	$	141,466	$	105,326

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”) and this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections of our 2021 Form 10-K and this Form 10-Q captioned “Forward-Looking Statements” and “Risk Factors”.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain the presentation of Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share, which are not presented in accordance with GAAP. Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share are being presented because they provide the Company and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share to be substitutes for any GAAP financial information. Readers of this Form 10-Q should use Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share only in conjunction with Net Income, the most comparable GAAP financial measure. Reconciliations of Adjusted EBITDA, Adjusted Net Income to Net Income and Adjusted Diluted Earnings per Share, the most comparable GAAP measure to each, are provided in “—Non-GAAP Financial Measures.”

Overview

We are a leading provider of electrical balance of system (“EBOS”) solutions and components for solar, battery storage and electrical vehicle charging applications, selling to customers across the United States and internationally. EBOS encompasses all of the components that are necessary to carry the electric current produced by solar panels to an inverter and ultimately to the power grid. EBOS components are mission-critical products that have a high consequence of failure, including lost revenue, equipment damage, fire damage, and even serious injury or death. As a result, we believe customers prioritize reliability and safety over price when selecting EBOS solutions.

EBOS components that we produce include cable assemblies, inline fuses, combiners, disconnects, recombiners, wireless monitoring systems, junction boxes, transition enclosures and splice boxes. We derive the majority of our revenue from selling “system solutions” which are complete EBOS systems that include several of our products, many of which are customized for the customer’s project. We believe our system solutions are unique in our industry because they integrate design and engineering support, proprietary components and innovative installation methods into a single offering that would otherwise be challenging for a customer to obtain from a single provider or at all.

We sell our solar products principally to engineering, procurement and construction firms ("EPCs”) that build solar energy projects. However, given the mission critical nature of EBOS, the decision to use our products typically involves input from both the EPC and the owner of the solar energy project. The custom nature of our system solutions and the long development cycle for solar energy projects typically gives us 12

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months or more of lead time to quote, engineer, produce and ship each order we receive, and we do not stock large amounts of finished goods.

We have maintained focus on our growth strategy throughout the second quarter, including developments in converting customers to our combine-as-you-go system and developing products for the rapidly growing electric vehicle charging infrastructure market. We believe that 14 of the top 15 solar EPCs as reported by Solar Power World Magazine use our combine-as-you-go system on their projects and we are currently in the process of transitioning an additional 15 EPCs and developers to our system. Additionally, we are currently launching four new product families for the EV charging market. The first is the power center which combines equipment needed to protect the charging equipment and transform voltage levels from the electric utility to those needed on the respective site. The power center provides an efficient, cost effective and aesthetically focused option versus traditional methods. The second offering focuses on quick connect solutions for chargers made by any manufacturer and any power level to connect to the Shoals system. The quick connect bases dramatically reduce the time required on site for a deployment and reduce the amount of labor required in the field. The third offering uses our Big Lead Assembly (“BLA”) technology in the EV space to connect multiple chargers to a single power center. This solution eliminates the need for homeruns from each dispenser and is above ground rated which allows wire to be run above ground rather than in underground conduit. The fourth offering is a raceway system that protects the above ground EV BLAs in walk over and drive over applications. The raceway system coupled with the EV BLA deploys much more rapidly and cost effectively than traditional methods of deployment. We introduced these first four offerings in the fourth quarter of 2021 and began taking orders and shipping some component products in Q1 2022. Significant order flow continued during Q2 2022 with scaled production underway to fulfill system solution orders in hand. We recently completed UL certification for many of our products and expect the balance to be certified by the end of the year.

We derived approximately 73% of our revenue from the sale of system solutions for the six months ended June 30, 2022. For the same period, we derived substantially all of our revenue from customers in the U.S. We had $327.2 million of backlog and awarded orders, backlog of $194.5 million represents signed purchase orders or contractual minimum purchase commitments with take-or-pay provisions and awarded orders of $132.7 million are orders we are in the process of documenting a contract but for which a contract has not yet been signed, as of June 30, 2022, representing a 63% and 8% increase relative to the same date last year and March 31, 2021, respectively.

Initial Public Offering

On January 29, 2021, we completed 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. We received $278.8 million in proceeds, net of underwriting discounts and commissions of $9.9 million, which was used to purchase 6,315,790 newly-issued membership interests (the “LLC Interests”) from Shoals Parent and 5,234,210 LLC Interests from the Founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of $25.00 per share.

Organizational Transactions

See Note 1 to the condensed consolidated financial statements, included in this Quarterly Report on Form 10-Q for more information about the above-mentioned transactions as well as the other transactions completed in connection with the IPO.

As the Organization Transactions were considered transactions between entities under common control, the condensed consolidated financial statements for the periods prior to the IPO and Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes.

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Follow On Offering

On July 16, 2021, the Company completed a follow-on offering consisting of 4,989,692 shares of Class A common stock offered by the selling shareholders and 10,402,086 shares of Class A common stock offered by the Company. Following the closing of the follow-on offering, Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P. no longer beneficially owned any shares of our common stock. The Company used the proceeds of the sale of Class A common stock to purchase an equal number of LLC Interests and Class B common stock from our Founder and management.

Acquisition of ConnectPV

On August 26, 2021, we acquired 100% of the stock of ConnectPV, for $13.8 million in cash (net of $0.8 million cash acquired) and 209,437 shares of Class A Common stock valued at $6.5 million. The acquisition was accounted for as a business combination and following the acquisition we immediately converted ConnectPV to a limited liability company and contributed the entity to Shoals Parent, LLC through a series of transactions.

Exchange of LLC Interests in Shoals Parent

On December 7, 2021, the Company issued 7,870,042 shares of Class A common stock to our founder, executive management and certain employees in exchange for 7,870,042 LLC Interests in Shoals Parent and an equal number of Class B common stock of the Company.

Shoals Technologies Group, Inc Ownership in Shoals Parent

As of June 30, 2022, the Company owned 67.38% of Shoals Parent. The Continuing Equity Owners owned the remaining 32.62% of Shoals Parent.

Impact of COVID-19

The global health crisis caused by the novel coronavirus COVID-19 pandemic and its resurgences has and may continue to negatively impact global economic activity, which, despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence. In addition, variants of COVID-19 continue to emerge, the impact of which cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of the COVID-19 vaccines against COVID-19 variants along with the response by governmental bodies and regulators. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on our business.

In 2022 and 2021, COVID-19 impacted our business in the following ways:

•Our ability to obtain raw material and required components from domestic and international suppliers required to manufacture our products;

•Our ability to efficiently operate our facilities and meet customer obligations due to modified employee work patterns resulting from social distancing guidelines, absence due to illness and cautionary quarantines and/or government ordered closures, or due to labor shortages;

•Our ability to secure inbound and outbound logistics to and from our facilities, with additional delays linked to international border crossings and the associated approvals and documentation and;

•Limitations on the ability of our customers to conduct their business, and resulting impacts to our customers' purchasing patterns, from social distancing guidelines, absence due to illness or government ordered closures.

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Some countries around the world have continued to impose quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. Accordingly, our ability to continue to operate our business may also be limited. Such events may result in a period of business, supply and manufacturing disruptions, and in reduced operations, any of which could materially affect our business, financial condition and results of operations.

A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.

We continue to monitor the impacts of COVID-19 on the global economy and on our business operations. The ultimate impact will depend on the severity and scope of the new variants of the virus. We are not able to fully quantify the impact that these factors will have on our business, but developments related to COVID-19 may materially affect financial condition and results of operations in future periods.

Key Components of Our Results of Operations

The following discussion describes certain line items in our consolidated statements of operations.

Revenue

We generate revenue from the sale of EBOS systems and components for homerun and combine-as-you-go architectures, battery storage and electrical vehicle charging infrastructure. Our customers include EPCs, utilities, solar developers, independent power producers, solar module manufacturers and charge point operators. We derive the majority of our revenue from selling system solutions. When we sell a system solution, we enter into a contract with our customers covering the price, specifications, delivery dates and warranty for the products being purchased, among other things. Our contractual delivery period for system solutions can vary from one to three months whereas manufacturing typically requires a shorter time frame. Contracts for system solutions can range in value from several hundred thousand to several million dollars.

Our revenue is affected by changes in the price, volume and mix of products purchased by our customers. The price and volume of our products is driven by the demand for our products, changes in product mix between homerun and combine-as-you-go EBOS, geographic mix of our customers, strength of competitors’ product offerings, and availability of government incentives to the end-users of our products.

Our revenue growth is dependent on continued growth in the amount of solar energy projects constructed each year and our ability to increase our share of demand in the geographies where we currently compete and plan to compete in the future as well as our ability to continue to develop and commercialize new and innovative products that address the changing technology and performance requirements of our customers.

Cost of Revenue and Gross Profit

Cost of revenue consists primarily of product costs, including purchased materials and components, as well as costs related to shipping, customer support, product warranty, personnel and depreciation of manufacturing and testing equipment. Personnel costs in cost of revenue include both direct labor costs as well as costs attributable to any individuals whose activities relate to the transformation of raw materials or component parts into finished goods or the transportation of materials to the customer. Our product costs are affected by the underlying cost of raw materials, including copper and aluminum; component costs, including

29

fuses, resin, enclosures, and cable; technological innovation; economies of scale resulting in lower component costs; and improvements in production processes and automation. We do not currently hedge against changes in the price of raw materials. Some of these costs, primarily indirect personnel and depreciation of manufacturing and testing equipment, are not directly affected by sales volume. Gross profit may vary from year to year and is primarily affected by our sales volume, product prices, product costs, product mix, customer mix, geographical mix, shipping method and warranty costs.

Operating Expenses

Operating expenses consist of general and administrative costs as well as depreciation and amortization expense. Personnel-related costs are the most significant component of our operating expenses and include salaries, equity-based compensation, benefits, payroll taxes and commissions. The number of full-time employees in our general and administrative departments increased from 68 to 98 from June 30, 2021 to June 30, 2022, and we expect to hire new employees in the future to support our growth. The timing of these additional hires could materially affect our operating expenses in any particular period, both in absolute dollars and as a percentage of revenue. We expect to invest in additional resources to support our growth which will increase our operating expenses.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, equity-based compensation expense, employee benefits and payroll taxes related to our executives, and our sales, finance, human resources, information technology, engineering and legal organizations, travel expenses, facilities costs, marketing expenses, bad debt expense and fees for professional services. Professional services consist of audit, legal, tax, insurance, information technology and other costs. We expect to increase our sales and marketing personnel as we expand into new geographic markets. Substantially all of our sales are currently in the U.S. We currently have a sales presence in the U.S., Australia, Europe and Latin America. We intend to expand our sales presence and marketing efforts to additional countries in the future. We also expect that as a result of our IPO and anticipated departure from emerging growth status, we will continue to incur additional audit, tax, accounting, legal and other costs related to compliance with applicable securities and other regulations, as well as additional insurance, investor relations and other costs associated with being a public company.

Depreciation

Depreciation in our operating expenses consists of costs associated with property, plant and equipment (“PP&E”) not used in manufacturing our products. We expect that as we increase both our revenue and the number of our general and administrative personnel, we will invest in additional PP&E to support our growth resulting in additional depreciation expense.

Amortization

Amortization of intangibles consists of customer relationships, developed technology, trade names, backlog and non-compete agreements over their expected period of use.

Non-operating Expenses

Interest Expense

Interest expense consists of interest and other charges paid in connection with our current Senior Secured Credit Agreement.

Payable Pursuant to the Tax Receivable Agreement Adjustment

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Tax receivable agreement adjustment consists of changes to our effective tax rate since the initial recording of the liability related to our tax receivable agreement with our Founder and former Class A Shoals Equity Owners of Shoals Parent.

Loss on Debt Repayment

Loss on debt repayment consists of prepayment premiums and the write-off of a portion of the deferred financing costs from the prepayment of outstanding borrowings under the Term Loan Facility.

Income Tax Expense

Shoals Technologies Group, Inc. is subject to U.S. federal and state income tax in multiple jurisdictions with respect to our allocable share of any net taxable income of Shoals Parent. Shoals Parent is a pass-through entity for federal income tax purposes but incurs income tax in certain state jurisdictions.

Results of Operations

The following table summarizes our results of operations (dollars in thousands):

	Three Months Ended June 30,				Increase / (Decrease)				Six Months Ended June 30,				Increase / (Decrease)
	2022		2021						2022		2021
Revenue	$	73,490	$	59,722	$	13,768	23	%	$	141,466	$	105,326	$	36,140	34	%
Cost of revenue	44,897		33,543		11,354		34	%	86,581		60,373		26,208		43	%
Gross profit	28,593		26,179		2,414		9	%	54,885		44,953		9,932		22	%
Operating Expenses
General and administrative expenses	13,265		10,018		3,247		32	%	27,184		16,834		10,350		61	%
Depreciation and amortization	2,344		2,062		282		14	%	4,710		4,130		580		14	%
Total Operating Expenses	15,609		12,080		3,529		29	%	31,894		20,964		10,930		52	%
Income from Operations	12,984		14,099		(1,115)		(8)	%	22,991		23,989		(998)		(4)	%
Interest expense, net	(4,170)		(3,620)		550		15	%	(8,006)		(7,329)		677		9	%
Payable pursuant to the tax receivable agreement adjustment	—		(1,664)		(1,664)		(100)	%	—		(1,664)		(1,664)		(100)	%
Loss on debt repayment	—		—		—		—	%	—		(15,990)		(15,990)		(100)	%
Income (loss) before income taxes	8,814		8,815		(1)		—	%	14,985		(994)		15,979		1608	%
Income tax benefit (expense)	(1,511)		339		1,850		546	%	(3,033)		1,814		4,847		267	%
Net income	7,303		9,154		(1,851)		(20)	%	11,952		820		11,132		(1358)	%
Less: net income (loss) attributable to non-controlling interests	2,901		4,596		(1,695)		(37)	%	4,910		(879)		5,789		659	%
Net income attributable to Shoals Technologies Group, Inc.	$	4,402	$	4,558	$	(156)	(3)	%	$	7,042	$	1,699	$	5,343	(314)	%

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Comparison of the Three Months Ended June 30, 2022 and 2021

Revenue

Revenue increased by $13.8 million, or 23%, for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, driven by higher sales volumes as a result of increased demand for solar EBOS generally and our combine-as-you-go system solutions specifically along with our acquisition of ConnectPV. Our total number of customers increased in 2022 as compared to 2021. We believe expanding customer recognition of the benefits of our combine-as-you-go system is continuing to result in increased demand for our products.

Cost of Revenue and Gross Profit

Cost of revenue increased by $11.4 million, or 34%, for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, primarily driven by an increase in production volumes. Gross profit as a percentage of revenue decreased from 43.8% in 2021 to 38.9% in 2022 due to materials and logistics costs along with changes in product mix that decreased margins as sales of system solutions for combine-as-you-go EBOS, which have higher margins than our other products, decreased as a percentage of our total revenue.

Operating Expenses

General and Administrative

General and administrative expenses increased $3.2 million, or 32%, for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. The increase in general and administrative expenses was primarily the result of an increase in professional fees of $1.2 million related to being a public company, an increase of $1.2 million related to equity-based compensation and increase in wages and related taxes of $0.9 million due to increased employee head counts to support our growth and being a public company.

Depreciation and Amortization

Depreciation and Amortization expenses increased $0.3 million, or 14%, for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. The increase in depreciation and amortization was primarily due to the addition of intangibles acquired in the ConnectPV acquisition.

Interest Expense

Interest expense, net increased by $0.6 million or 15%, for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, due to increased borrowings to support our growth under our Senior Secured Credit Agreement that we amended on May 5, 2022. During the second quarter of 2022, the Federal Reserve increased interest rates resulting in the interest rates associated with our Senior Secured Credit Facility to increase by 1.5%. Any additional increases in interest rates by the Federal Reserve would have a corresponding increase in the interest rates charged under our Senior Secured Credit Agreement.

Payable Pursuant to the Tax Receivable Agreement Adjustment

Payable pursuant to the TRA adjustment decreased $1.7 million or 100% for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 due to no changes in our effective income tax rate in the current period.

Income Tax Benefit (Expense)

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Income tax expense totaled $1.5 million for the three months ended June 30, 2022 as compared to an income tax benefit of $0.3 million for the three months ended June 30, 2021. Our effective income tax rate for the three months ended June 30, 2022 and 2021 was 17.1% and 3.8% respectively. The 2022 rate increase in our effective income tax rate for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 is primarily due to the vesting of equity-based compensation at a market price less than the initial grant date fair value, resulting in a permanent difference between book and tax expense in 2022 and an increase in the effective income tax rate resulting from the acquisition of ConnectPV in 2021.

Comparison of the Six Months Ended June 30, 2022 and 2021

Revenue

Revenue increased by $36.1 million, or 34%, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, driven by higher sales volumes as a result of increased demand for solar EBOS generally and our combine-as-you-go system solutions specifically along with our acquisition of ConnectPV. Our total number of customers increased in 2022 as compared to 2021. We believe expanding customer recognition of the benefits of our combine-as-you-go system is continuing to result in increased demand for our products.

Cost of Revenue and Gross Profit

Cost of revenue increased by $26.2 million, or 43%, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily driven by an increase in production volumes. Gross profit as a percentage of revenue decreased from 42.7% in 2021 to 38.8% in 2022 due to materials and logistics costs along with changes in product mix that decreased margins as sales of system solutions for combine-as-you-go EBOS, which have higher margins than our other products, decreased as a percentage of our total revenue.

Operating Expenses

General and Administrative

General and administrative expenses increased $10.4 million, or 61%, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. The increase in general and administrative expenses was primarily the result of an increase in professional fees of $3.3 million related to being a public company, an increase of $3.3 million related to equity-based compensation, an increase in wages and related taxes of $2.4 million due to increased employee head counts to support our growth and being a public company, an increase of $0.3 million related to insurance and more specifically our directors and officers policy following our IPO, and an increase of $0.2 million for travel and trade shows.

Depreciation and Amortization

Depreciation and amortization expense increased by $0.6 million, or 14%, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, due to the addition of intangibles acquired in the ConnectPV acquisition.

Interest Expense

Interest expense, net increased by $0.7 million or 9%, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, due to increased borrowings to support our growth under our Senior Secured Credit Agreement that we amended on May 5, 2022. During the second quarter of 2022, the Federal Reserve increased interest rates resulting in the interest rates associated with our Senior Secured

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Credit Facility to increase by 1.5%. Any additional increases in interest rates by the Federal Reserve would have a corresponding increase in the interest rates charged under our Senior Secured Credit Agreement.

Payable Pursuant to the Tax Receivable Agreement Adjustment

Payable pursuant to the TRA adjustment decreased $1.7 million or 100% for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, due to no changes in our effective income tax rate in the current period.

Loss on Debt Repayment

Loss on debt repayment for the six months ended June 30, 2021 consisted of $11.3 million of prepayment premium and $4.7 million in write-off off a portion of the deferred financing costs related to a prepayment of $150.0 million of outstanding borrowings under the Term Loan Facility. There was no loss on debt repayment for the six months ended June 30, 2022.

Income Tax Expense

Income tax expense was $3.0 million for the six months ended June 30, 2022 as compared to an income tax benefit of $1.8 million for the six months ended June 30, 2021. Our effective income tax rate for the six months ended June 30, 2022 and 2021 was 20.2% and 182.5% respectively. The 2022 rate was impacted by the vesting of equity-based compensation at a market price less than the initial grant date fair value resulting in a permanent difference between book and tax expense in 2022. The 2021 rate was impacted by a change in our effective income tax rate resulting from the acquisition of ConnectPV in 2021.

Non-GAAP Financial Measures

Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”)

We define Adjusted EBITDA as net income (loss) plus (i) interest expense, net, (ii) income tax expense, (iii) depreciation expense, (iv) amortization of intangibles, (v) payable pursuant to the TRA adjustment, (vi) loss on debt repayment, (vii) equity-based compensation, (viii) acquisition-related expenses, (ix) COVID-19 expenses and (x) non-recurring and other expenses. We define Adjusted Net Income as net income (loss) attributable to Shoals Technologies Group, Inc. plus (i) net income impact from pro forma conversion of Class B common stock to Class A common stock, (ii) amortization of intangibles, (iii) payable pursuant to the tax receivable agreement adjustment, (iv) loss on debt repayment, (v) amortization of deferred financing costs, (vi) equity-based compensation, (vii) acquisition-related expenses, (viii) COVID-19 expenses and (ix) non-recurring and other expenses, all net of applicable income taxes. We define Adjusted Diluted EPS as Adjusted Net Income divided by the diluted weighted average shares of Class A common shares outstanding for the applicable period, which assumes the pro forma exchange of all outstanding Class B common shares for Class A common shares.

Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS: (i) as factors in evaluating management’s performance when determining incentive compensation; (ii) to evaluate the effectiveness of our business strategies; and (iii) because our credit agreement uses measures similar to Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS to measure our compliance with certain covenants.

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Among other limitations, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; in the case of Adjusted EBITDA, does not reflect income tax expense or benefit for periods prior to the reorganization; and may be calculated by other companies in our industry differently than we do or not at all, which may limit their usefulness as comparative measures.

Because of these limitations, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. You should review the reconciliation of net income to Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS below and not rely on any single financial measure to evaluate our business.

Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	7,303	$	9,154	$	11,952	$	820
Interest expense, net	4,170		3,620		8,006		7,329
Income tax benefit (expense)	1,511		(339)		3,033		(1,814)
Depreciation expense	470		411		893		816
Amortization of intangibles	2,238		1,996		4,509		3,992
Payable pursuant to the TRA adjustment (a)	—		1,664		—		1,664
Loss on debt repayment	—		—		—		15,990
Equity-based compensation	4,063		2,780		7,896		4,172
Acquisition-related expenses	12		—		12		—
COVID-19 expenses (b)	—		106		—		161
Non-recurring and other expenses (c)	—		1,239		—		1,578
Adjusted EBITDA	$	19,767	$	20,631	$	36,301	$	34,708

(a)    Represents an adjustment to eliminate the remeasurement of the payable pursuant to the TRA.

(b)    Represents costs incurred as a direct impact from the COVID-19 pandemic, disinfecting and reconfiguration of facilities, medical professionals to conduct daily screenings of employees, premium pay during the pandemic to hourly workers in 2020 and direct legal costs associated with the pandemic.

(c)    Represents certain costs associated with non-recurring professional services, Oaktree’s expenses and other costs.

Reconciliation of Net Income (Loss) Attributable to Shoals Technologies Group, Inc. to Adjusted Net Income (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income attributable to Shoals Technologies Group, Inc.	$	4,402	$	4,558	$	7,042	$	1,699
Net income impact from pro forma conversion of Class B common stock to Class A common stock (a)	2,901		4,596		4,910		(879)

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	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Adjustment to the provision for income tax (b)	(686)		(942)		(1,159)		192
Tax effected net income	6,617		8,212		10,793		1,012
Amortization of intangibles	2,238		1,996		4,509		3,992
Amortization of deferred financing costs	408		305		684		675
Payable pursuant to the TRA adjustment (c)	—		1,664		—		1,664
Loss on debt repayment	—		—		—		15,990
Equity-based compensation	4,063		2,780		7,896		4,172
Acquisition-related expenses	12		—		12		—
COVID-19 expenses (d)	—		106		—		161
Non-recurring and other expenses (e)	—		1,239		—		1,578
Tax impact of adjustments (f)	(1,588)		(1,635)		(3,093)		(5,806)
Adjusted Net Income	$	11,750	$	14,667	$	20,801	$	23,438

(a)    Reflects net income (loss) to Class A common shares from pro forma exchange of corresponding shares of our Class B common shares held by our Founder and management.

(b)    Shoals Technologies Group, Inc. is subject to U.S. Federal income taxes, in addition to state and local taxes with respect to its allocable share of any net taxable income of Shoals Parent LLC. The adjustment to the provision for income tax reflects the effective tax rates below, assuming Shoals Technologies Group, Inc. owns 100% of the units in Shoals Parent LLC.

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Statutory U.S. Federal income tax rate	21.0	%	21.0	%	21.0	%	21.0	%
Permanent adjustments	0.1	%	2.0	%	0.1	%	2.0	%
State and local taxes (net of federal benefit)	2.5	%	(2.5)	%	2.5	%	(1.1)	%
Effective income tax rate for Adjusted Net Income	23.6	%	20.5	%	23.6	%	21.9	%

(c)    Represents an adjustment to eliminate the remeasurement of the payable pursuant to the TRA.

(d)    Represents costs incurred as a direct impact from the COVID-19 pandemic, disinfecting and reconfiguration of facilities, medical professionals to conduct daily screenings of employees, premium pay during the pandemic to hourly workers in 2020 and direct legal costs associated with the pandemic.

(e)    Represents certain costs associated with non-recurring professional services, Oaktree’s expenses and other costs.

(f)    Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.

Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding (in thousands, except per share):

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	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Diluted weighted average shares of Class A common shares outstanding, excluding Class B common shares	112,616		93,760		112,428		93,650
Assumed pro forma conversion of Class B common shares to Class A common shares	54,635		73,067		54,585		73,067
Adjusted diluted weighted average shares outstanding	167,251		166,827		167,013		166,717
Adjusted Net Income (a)	$	11,750	$	14,667	$	20,801	$	23,438
Adjusted Diluted EPS	$	0.07	$	0.09	$	0.12	$	0.14

(a)    Represents Adjusted Net Income for the full period presented.

Liquidity and Capital Resources

	Six Months Ended June 30,
	2022		2021
Net cash used in operating activities	$	(6,743)	$	(14,114)
Net cash used in investing activities	(2,149)		(1,736)
Net cash provided by financing activities	23,137		18,948
Net increase in cash and cash equivalents	$	14,245	$	3,098

We finance our operations primarily with operating cash flows and short and long-term borrowings. Our ability to generate positive cash flow from operations is dependent on the strength of our gross margins as well as our ability to quickly turn our working capital. Based on our past performance and current expectations, we believe that operating cash flows and availability under our Revolving Credit Facility will be sufficient to meet our near and long-term future cash needs.

We used cash from operating activities of $6.7 million in the six months ended June 30, 2022 as compared to cash used in operating activities of $14.1 million for the six months ended June 30, 2021. As of June 30, 2022, our cash and cash equivalents were $10.1 million and we had outstanding borrowings of $281.4 million. We also had $64.9 million available for additional borrowings under our $150.0 million Revolving Credit Facility.

Operating Activities

For the six months ended June 30, 2022, cash used in operating activities was $6.7 million, primarily due to an increase of $27.3 million in receivables which mainly relate to an increase in revenue and the timing of our billings, $27.4 million in inventory as a result of increasing our raw materials inventory to support growth and reduce the likelihood of supply chain issues from our suppliers of raw materials along with a change in our terms with an overseas supplier, $2.1 million in prepaids and other assets, offset by increases of accounts payable and accrued expenses and other of $20.8 million which relates to increased inventory purchases in accounts payable and increased deferred revenue in accrued expenses and other, along with operating results that included $12.0 million of net income which included $17.3 million of non-cash expenses.

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For the six months ended June 30, 2021, cash used in operating activities was $14.1 million, primarily due to operating results that included $0.8 million of net income which was reduced by $15.6 million, net of non-cash expenses, an increase of $6.2 million in inventory, $19.0 million in receivables, $4.6 million in other current assets and a decrease in accounts payable and accrued expenses of $0.8 million.

Investing Activities

For the six months ended June 30, 2022, net cash used in investing activities was $2.1 million, attributable to the purchase of property and equipment.

For the six months ended June 30, 2021, net cash used in investing activities was $1.7 million, attributable to the purchase of property and equipment.

Financing Activities

For the six months ended June 30, 2022, net cash provided by financing activities was $23.1 million, including $30.0 million in borrowings under the Revolving Credit Facility offset by $4.6 million in distributions to our non-controlling interest holders and $1.3 million in taxes related to net share settled equity awards.

For the six months ended June 30, 2021, net cash provided by financing activities was $18.9 million including $144.9 million in net proceeds from the IPO and $29.0 million in borrowings under the Revolving Credit Facility offset by $151.8 million of payments on our term loan facility.

From time to time, we may seek to retire or purchase the Company’s outstanding debt or equity securities through cash purchases and/or exchanges for other debt or equity securities in open market purchases, privately negotiated transactions, or otherwise, that may be made pursuant to Rule 10b5-1 or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.

Debt Obligations

For a discussion of our debt obligations see Note 9 - Long-Term Debt in our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q

Surety Bonds

We provide surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee our performance in accordance with contractual or legal obligations. As of June 30, 2022, the maximum potential payment obligation with regard to surety bonds was $11.5 million.

Critical Accounting Policies and Significant Management Estimates

As of June 30, 2022, there were no significant changes in the application of our critical accounting policies or estimation procedures from those presented in our 2021 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes with respect to our market risk disclosed in our 2021 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022. Based upon the evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of June 30, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in litigation relating to claims that arise out of our operations and businesses and that cover a wide range of matters, including, among others, intellectual property matters, contract and employment claims, personal injury claims, product liability claims and warranty claims. Currently, there are no claims or proceedings against us that we believe will have a material adverse effect on our business, financial condition, results of operations or cash flows. However, the results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, we may incur significant costs and experience a diversion of management resources as a result of litigation.

Item 1A. Risk Factors

There have been no material changes, except as discussed below, with respect to our risk factors disclosed in our 2021 Form 10-K.

Changes in the United States trade environment, including the imposition of import tariffs, anti-dumping and countervailing duties could adversely affect the amount or timing of our revenue, results of operations or cash flows.

Escalating trade tensions, particularly between the United States and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain materials and components for our products or for products used in solar energy projects more broadly, such as module supply and availability. More specifically, in March 2018, the United States imposed a 25% tariff on steel imports and a 10% tariff on aluminum imports pursuant to Section 301 of the Trade Act of 1974 and has imposed additional tariffs on steel and aluminum imports pursuant to Section 232 of the Trade Expansion Act of 1962. Additionally, in January 2018, the United States adopted a tariff on imported solar modules and cells pursuant to Section 201 of the Trade Act of 1974, which was extended in February 2022 for another four years. The tariff was initially set at 30%, with a gradual reduction over four years to 15%. This tariff may indirectly affect us by impacting the financial viability of solar energy projects, which could in turn reduce demand for our products. Furthermore, in

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July 2018, the United States adopted a 10% tariff on a long list of products imported from China under Section 301 of the Trade Act of 1974, including inverters and power optimizers, which became effective on September 24, 2018. In June 2019, the U.S. Trade Representative increased the rate of such tariffs from 10% to 25%. These tariffs could impact the solar energy projects in which our products are used, which could lead to decreased demand for our products.

On January 15, 2020, the United States and China entered into an initial trade deal that preserves the bulk of the tariffs placed in 2018 and maintains a threat of additional tariffs should China breach the terms of the deal.

In addition, the United States currently imposes antidumping and countervailing duties on certain imported crystalline silicon PV cells and modules from China and Taiwan. Such antidumping and countervailing duties can change over time pursuant to annual reviews conducted by the U.S. Department of Commerce, and an increase in duty rates could have an adverse impact on our operating results. In February 2022, a petitioner requested that the U.S. Department of Commerce (“USDOC”) investigate alleged circumvention of antidumping and countervailing duties on Chinese imports by crystalline silicon PV cells and module imports assembled and completed in Cambodia, Malaysia, Thailand, and Vietnam. On March 28, 2022, the USDOC announced that it would investigate the circumvention alleged in the petition. As the timing and progress of many of our customers’ projects depend upon the supply of PV cells and modules, our operating results could be adversely impacted if the USDOC investigation is not resolved quickly and/or the USDOC makes negative circumvention determinations.

Tariffs and the possibility of additional tariffs in the future, including as a result of the petition pending with the USDOC regarding circumvention of antidumping and countervailing duties, have created uncertainty in the industry. If the price of solar systems in the United States increases, the use of solar systems could become less economically feasible and could reduce our gross margins or reduce the demand of solar systems manufactured and sold, which in turn may decrease demand for our products. Additionally, existing or future tariffs may negatively affect key customers, suppliers, and manufacturing partners. Such outcomes could adversely affect the amount or timing of our revenue, results of operations or cash flows, and continuing uncertainty could cause sales volatility, price fluctuations or supply shortages or cause our customers to advance or delay their purchase of our products. It is difficult to predict what further trade-related actions governments may take, which may include additional or increased tariffs and trade restrictions, and we may be unable to quickly and effectively react to such actions.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

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None.

Item 6. Exhibits

EXHIBIT INDEX
		Incorporated by Reference
Number	Description of Document	Form	Filing Date	Exhibit No.
3.1	Amended and Restated Certificate of Incorporation of Shoals Technologies Group, Inc., dated January 28, 2021	8-K	1/29/2021	3.1
3.2	Amended and Restated Bylaws of Shoals Technologies Group, Inc., dated January 28, 2021	8-K	1/29/2021	3.2
10.1	Engagement Letter, dated as of April 7, 2022, between Shoals Technologies Group, Inc. and Ham, Langston & Brezina, LLP	8-K	4/8/2022	10.1
10.2	Amendment No. 5 to Credit Agreement, dated as of May 2, 2022, between Shoals Holdings LLC, as Borrower, and Shoals Intermediate Holdings LLC, as Holdings, Wilmington Trust, National Association, as Term Loan Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., as Revolving Facility Administrative Agent and each L/C Issuer and lender from time to time party thereto.	8-K	5/5/2022	10.1
31.1*	Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350)
31.2*	Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350)
32.1*	Certification of the Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 ( and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350)
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document

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EXHIBIT INDEX
		Incorporated by Reference
Number	Description of Document	Form	Filing Date	Exhibit No.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

________

* Filed herewith

† Indicates a management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Shoals Technologies Group, Inc.
By:	/s/ Jason Whitaker		Date:	August 15, 2022
	Name:	Jason Whitaker
	Title:	Chief Executive Officer
By:	/s/ Kevin Hubbard		Date:	August 15, 2022
	Name:	Kevin Hubbard
	Title:	Interim Chief Financial Officer

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EX-31.1

EXHIBIT 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO

RULE 13a-14(a) AND 15d-14(a) UNDER THE EXCHANGE ACT

I, Jason Whitaker, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Shoals Technologies Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Jason Whitaker

Jason Whitaker

Chief Executive Officer

Date: August 15, 2022

EX-31.2

EXHIBIT 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO

RULE 13a-14(a) AND 15d-14(a) UNDER THE EXCHANGE ACT

I, Kevin Hubbard, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Shoals Technologies Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Kevin Hubbard

Kevin Hubbard

Interim Chief Financial Officer

Date: August 15, 2022

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10‑Q of Shoals Technologies Group, Inc. (the “Company”) for the quarter ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jason Whitaker, as Chief Executive Officer of the Company, and Kevin Hubbard, as Interim Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that, to the best of his knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 15, 2022

/s/ Jason Whitaker

Jason Whitaker

President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Kevin Hubbard

Kevin Hubbard

Interim Chief Financial Officer
(Principal Financial and Accounting Officer)

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Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-39942
Entity Registrant Name	Shoals Technologies Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3774438
Entity Address, Address Line One	1400 Shoals Way
Entity Address, City or Town	Portland
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37148
City Area Code	(615)
Local Phone Number	451-1400
Title of 12(b) Security	Class A Common Stock, $0.00001 Par Value
Trading Symbol	SHLS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Entity Central Index Key	0001831651
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		112,667,006
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		54,534,591

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 10,094	$ 5,006
Accounts receivable, net	57,827	31,499
Unbilled receivables	14,580	13,533
Inventory, net	64,961	38,368
Other current assets	8,827	5,042
Total Current Assets	156,289	93,448
Property, plant and equipment, net	16,830	15,574
Goodwill	69,941	69,436
Other intangible assets, net	60,727	65,236
Deferred tax assets	175,059	176,958
Other assets	17,771	5,762
Total Assets	496,617	426,414
Current Liabilities
Accounts payable	24,258	19,985
Accrued expenses and other	25,297	9,569
Current portion of payable pursuant to the tax receivable agreement	3,583	0
Long-term debt—current portion	2,000	2,000
Total Current Liabilities	55,138	31,554
Revolving line of credit	85,140	55,140
Long-term debt, less current portion	189,515	189,913
Payable pursuant to the tax receivable agreement, less current portion	153,591	156,374
Other long-term liabilities	4,793	931
Total Liabilities	488,177	433,912
Commitments and Contingencies (Note 15)
Stockholders’ Equity (Deficit)
Preferred stock, $0.00001 par value - 5,000,000 shares authorized; none issued and outstanding as of June 30, 2022 and December 31, 2021	0	0
Additional paid-in capital	101,243	95,684
Accumulated deficit	(86,091)	(93,133)
Total stockholders’ equity attributable to Shoals Technologies Group, Inc.	15,154	2,553
Non-controlling interests	(6,714)	(10,051)
Total stockholders' equity (deficit)	8,440	(7,498)
Total Liabilities and Stockholders’ Equity (Deficit)	496,617	426,414
Class A Common Stock
Stockholders’ Equity (Deficit)
Common stock	1	1
Class B Common Stock
Stockholders’ Equity (Deficit)
Common stock	$ 1	$ 1

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value (USD per share)	$ 0.00001	$ 0.00001
Preferred stock authorized (shares)	5,000,000	5,000,000
Preferred stock issued (shares)	0	0
Preferred stock outstanding (shares)	0	0
Class A Common Stock
Common stock, par value (USD per share)	$ 0.00001	$ 0.00001
Common stock authorized (shares)	1,000,000,000	1,000,000,000
Common stock issued (shares)	112,667,006	112,049,981
Common stock outstanding (shares)	112,667,006	112,049,981
Class B Common Stock
Common stock, par value (USD per share)	$ 0.00001	$ 0.00001
Common stock authorized (shares)	195,000,000	195,000,000
Common stock issued (shares)	54,534,591	54,794,479
Common stock outstanding (shares)	54,534,591	54,794,479

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue	$ 73,490	$ 59,722	$ 141,466	$ 105,326
Cost of revenue	44,897	33,543	86,581	60,373
Gross profit	28,593	26,179	54,885	44,953
Operating Expenses
General and administrative expenses	13,265	10,018	27,184	16,834
Depreciation and amortization	2,344	2,062	4,710	4,130
Total Operating Expenses	15,609	12,080	31,894	20,964
Income from Operations	12,984	14,099	22,991	23,989
Interest expense, net	(4,170)	(3,620)	(8,006)	(7,329)
Payable pursuant to the tax receivable agreement adjustment	0	(1,664)	0	(1,664)
Loss on debt repayment	0	0	0	(15,990)
Income (loss) before income taxes	8,814	8,815	14,985	(994)
Income tax benefit (expense)	(1,511)	339	(3,033)	1,814
Net income	7,303	9,154	11,952	820
Less: net income (loss) attributable to non-controlling interests	2,901	4,596	4,910	(879)
Net income attributable to Shoals Technologies Group, Inc.	$ 4,402	$ 4,558	$ 7,042	$ 1,699
Earnings (loss) per share of Class A common stock:
Basic (USD per share)	$ 0.04	$ 0.05	$ 0.06
Diluted (USD per share)	$ 0.04	$ 0.05	$ 0.06
Weighted average shares of Class A common stock outstanding:
Basic (shares)	112,489	93,544	112,350
Diluted (shares)	112,616	166,827	112,428
Class A Common Stock
Earnings (loss) per share of Class A common stock:
Basic (USD per share)	$ 0.04	$ 0.05	$ 0.06
Diluted (USD per share)	$ 0.04	$ 0.05	$ 0.06
Weighted average shares of Class A common stock outstanding:
Basic (shares)	112,489	93,544	112,350
Diluted (shares)	112,616	166,827	112,428

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Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Members’ Deficit	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Non-Controlling Interest
Members' equity at beginning of period at Dec. 31, 2020				$ (184,123)
Balance at beginning of period (shares) at Dec. 31, 2020					0	0
Balance at beginning of period at Dec. 31, 2020	$ (184,123)				$ 0	$ 0	$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deferred tax adjustment related to Tax Receivable Agreement	7,180						7,180
Equity-based compensation	1,392						1,392
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
Activity under stock compensation plan (shares)					11,941
Activity under equity-based compensation plan	(137)						(687)		550
Members' equity at end of period at Mar. 31, 2021				0
Balance at end of period (shares) at Mar. 31, 2021					93,539,692	73,066,607
Balance at end of period at Mar. 31, 2021	(42,858)				$ 1	$ 1	78,073	(98,340)	(22,593)
Members' equity at beginning of period at Dec. 31, 2020				(184,123)
Balance at beginning of period (shares) at Dec. 31, 2020					0	0
Balance at beginning of period at Dec. 31, 2020	(184,123)				$ 0	$ 0	0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	820
Members' equity at end of period at Jun. 30, 2021				0
Balance at end of period (shares) at Jun. 30, 2021					93,545,564	73,066,607
Balance at end of period at Jun. 30, 2021	(34,722)				$ 1	$ 1	78,883	(93,782)	(19,825)
Members' equity at beginning of period at Mar. 31, 2021				0
Balance at beginning of period (shares) at Mar. 31, 2021					93,539,692	73,066,607
Balance at beginning of period at Mar. 31, 2021	(42,858)				$ 1	$ 1	78,073	(98,340)	(22,593)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	1,955						1,955
Activity under stock compensation plan (shares)					5,872
Activity under equity-based compensation plan	0						(857)		857
Distributions to non-controlling interest	(2,973)								(2,973)
Reallocation of non-controlling interest	0						(288)		288
Net income (loss)	9,154							4,558	4,596
Members' equity at end of period at Jun. 30, 2021				$ 0
Balance at end of period (shares) at Jun. 30, 2021					93,545,564	73,066,607
Balance at end of period at Jun. 30, 2021	(34,722)				$ 1	$ 1	78,883	(93,782)	(19,825)
Balance at beginning of period (shares) at Dec. 31, 2021		112,049,981	54,794,479		112,049,981	54,794,479
Balance at beginning of period at Dec. 31, 2021	(7,498)				$ 1	$ 1	95,684	(93,133)	(10,051)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	5,636						5,636
Activity under equity-based compensation plan	(1,297)						(2,944)		1,647
Vesting of restricted share units (shares)					308,416
Distributions to non-controlling interest	(2,938)								(2,938)
Net income (loss)	4,649							2,640	2,009
Balance at end of period (shares) at Mar. 31, 2022					112,358,397	54,794,479
Balance at end of period at Mar. 31, 2022	(1,448)				$ 1	$ 1	98,376	(90,493)	(9,333)
Balance at beginning of period (shares) at Dec. 31, 2021		112,049,981	54,794,479		112,049,981	54,794,479
Balance at beginning of period at Dec. 31, 2021	(7,498)				$ 1	$ 1	95,684	(93,133)	(10,051)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions to non-controlling interest	(4,600)
Net income (loss)	11,952
Balance at end of period (shares) at Jun. 30, 2022		112,667,006	54,534,591		112,667,006	54,534,591
Balance at end of period at Jun. 30, 2022	8,440				$ 1	$ 1	101,243	(86,091)	(6,714)
Balance at beginning of period (shares) at Mar. 31, 2022					112,358,397	54,794,479
Balance at beginning of period at Mar. 31, 2022	(1,448)				$ 1	$ 1	98,376	(90,493)	(9,333)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deferred tax adjustment related to Tax Receivable Agreement	148						148
Exchange of Class B common stock to Class A common stock (shares)					259,888	(259,888)
Equity-based compensation	4,065						4,065
Activity under equity-based compensation plan	0						(1,326)		1,326
Vesting of restricted share units (shares)					48,721
Distributions to non-controlling interest	(1,628)								(1,628)
Reallocation of non-controlling interest	0						(20)		20
Net income (loss)	7,303							4,402	2,901
Balance at end of period (shares) at Jun. 30, 2022		112,667,006	54,534,591		112,667,006	54,534,591
Balance at end of period at Jun. 30, 2022	$ 8,440				$ 1	$ 1	$ 101,243	$ (86,091)	$ (6,714)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities
Net income	$ 11,952	$ 820
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	5,402	4,808
Amortization/write off of deferred financing costs	684	5,415
Equity-based compensation	7,896	4,172
Provision for obsolete or slow-moving inventory	443	0
Deferred taxes	2,847	(524)
Payable pursuant to the tax receivable agreement adjustment	0	1,664
Gain on sale of assets	0	61
Changes in assets and liabilities:
Accounts receivable	(26,259)	(15,973)
Unbilled receivables	(1,047)	(3,003)
Inventory	(27,404)	(6,151)
Other assets	(2,059)	(4,631)
Accounts payable	4,060	(410)
Accrued expenses and other	16,742	(362)
Net Cash Used in Operating Activities	(6,743)	(14,114)
Cash Flows Used In Investing Activities
Purchases of property, plant and equipment	(2,149)	(1,736)
Net Cash Used in Investing Activities	(2,149)	(1,736)
Cash Flows from Financing Activities
Distributions to non-controlling interest	(4,566)	(2,973)
Employee withholding taxes related to net settled equity awards	(1,297)	(137)
Deferred financing costs	0	(94)
Proceeds from revolving credit facility	38,000	34,000
Proceeds from issuance of Class A common stock sold in an IPO, net of underwriting discounts and commissions	0	278,833
Purchase of LLC Interests with proceeds from IPO	0	(124,312)
Deferred offering costs	0	(9,619)
Net Cash Provided By Financing Activities	23,137	18,948
Net Increase in Cash, Cash Equivalents and Restricted Cash	14,245	3,098
Cash, Cash Equivalents and Restricted Cash—Beginning of Period	9,557	10,073
Cash, Cash Equivalents and Restricted Cash—End of Period	23,802	13,171
Supplemental Cash Flows Information:
Cash paid for interest	6,127	5,634
Cash paid for taxes	708	1,120
Non-cash investing and financing activities:
Reclassification of deferred offering costs to additional paid-in capital	0	3,736
Recording of deferred tax assets	948	49,049
Recording of amounts payable pursuant to tax receivable agreement	800	41,692
Capital contribution related to tax receivable agreement	148	7,178
Income tax receivable from merger due to former owner	0	3,069
Term Loan Facility
Cash Flows from Financing Activities
Payments on/ repayments of credit facilities	(1,000)	(151,750)
Revolving Credit Facility
Cash Flows from Financing Activities
Payments on/ repayments of credit facilities	$ (8,000)	$ (5,000)

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Organization and Business

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business

Organization and Business

Shoals Technologies Group, Inc. (the “Company”) was formed as a Delaware corporation on November 4, 2020 for the purpose of facilitating an initial public offering ("IPO") and other related organizational transactions to carry on the business of Shoals Parent LLC and its subsidiaries (“Shoals Parent”).

Shoals Parent is a Delaware limited liability company formed on May 9, 2017. The Company is headquartered in Portland, Tennessee and is a manufacturer of electrical balance of systems (“EBOS”) solutions and components for solar, battery storage and electric vehicle charging applications, selling to customers across the United States and internationally. Shoals Parent, through its wholly-owned subsidiaries, Shoals Intermediate Holdings LLC (“Intermediate”) and Shoals Holdings LLC (“Holdings”) owns five other subsidiaries through which it conducts substantially all operations: Shoals Technologies, LLC, Shoals Technologies Group, LLC, Solon, LLC, and Shoals Structures, LLC (collectively “Shoals”). Shoals Parent acquired Shoals on May 25, 2017.

On August 26, 2021, the Company acquired 100% of the stock of ConnectPV, Inc. (“ConnectPV”) with cash and Class A common stock. The acquisition was accounted for as a business combination and following the acquisition, the Company immediately converted ConnectPV to a limited liability company (Shoals Connect LLC) and contributed the entity to Shoals Parent, LLC through a series of transactions – see Note 3 - Acquisition of ConnectPV.

Initial Public Offering

On January 29, 2021, the Company completed an IPO of 11,550,000 shares of Class A common stock at a public offering price of $25.00 per share, including shares issued pursuant to the underwriters' over-allotment option. The Company received $278.8 million in proceeds, net of underwriting discounts and commissions of $9.9 million, which was used to purchase 6,315,790 newly-issued membership interests (“LLC Interests”) from Shoals Parent and 5,234,210 LLC Interests from the founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of $25.00 per share.

Organizational Transactions

In connection with the IPO, the Company and Shoals Parent completed a series of transactions (the "Organizational Transactions") including the following:

•the limited liability company agreement (the “LLC Agreement”) of Shoals Parent was amended and restated to, among other things, (i) provide for a new single class of LLC Interests in Shoals Parent, (ii) exchange all of the then existing membership interests of the holders of Shoals Parent membership interests for LLC Interests and (iii) appoint the Company as the sole managing member of Shoals Parent;

•the Company's certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock with voting and economic rights (ii) provide for Class B common stock with voting rights but no economic rights and (iii) issue 78,300,817 shares of Class B common stock to the former Class B and Class C members of Shoals Parent (the “Continuing Equity Owners”) on a one-to-one basis with the number of LLC Interests they own;

•the acquisition, by merger, of Shoals Investment CTB or the former Class A member of Shoals Parent (the "Class A Shoals Equity Owners"), for which the Company issued 81,977,751 shares Class A common stock as merger consideration (the "Merger").

Follow-On Offering

On July 16, 2021, the Company completed a follow-on offering consisting of 4,989,692 shares of Class A common stock offered by selling shareholders and 10,402,086 shares of Class A common stock offered by the Company. The Company used the proceeds of the sale of Class A common stock to purchase an equal number of LLC Interests and Class B common stock from our founder and management.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Non-controlling Interest

The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, Shoals Parent, held by the Continuing Equity Owners. Non-controlling interest on the condensed consolidated balance sheet represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of June 30, 2022, the non-controlling interest was 32.62%.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, the statements of operations, stockholders’ equity (deficit) and cash flows for the periods ended June 30, 2022 and 2021 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2022 and the results of its operations and its cash flows for the periods ended June 30, 2022 and 2021. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2022 and 2021 are also unaudited. The results for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. These financial statements should be read in

conjunction with the Company’s consolidated financial statements and related notes thereto included in the Company’s 2021 Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include revenue recognition, allowance for doubtful accounts, useful lives of property, plant and equipment and other intangible assets, impairment of long-lived assets, allowance for slow moving inventory, payable pursuant to the tax receivable agreement (“TRA”) and valuation allowance on deferred tax assets.

Restricted Cash

Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Restricted cash is restricted as to withdrawal or use. Tax distributions paid by Shoals Parent to the Company are restricted under the LLC Agreement for future payments under the TRA and totaled $13.7 million and $4.6 million as of June 30, 2022 and December 31, 2021, respectively.

A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet is as follows (in thousands):

	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	10,094	$	5,006
Restricted cash included in other current asset	3,583		—
Restricted cash included in other assets	10,125		4,551
Total cash, cash equivalents and restricted cash	$	23,802	$	9,557

Impact of COVID-19 Pandemic

The global health crisis caused by the novel coronavirus COVID-19 pandemic and its variants have, and may continue, to negatively impact global economic activity, which, despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence.

To date, while the Company has maintained uninterrupted business operations with normal turnaround times for its delivery of solar EBOS solutions and components, the impact of delays for other parts of customer systems has pushed some projects to future quarters. The Company has implemented wage increases along with adjustments to its operations designed to keep employees safe and comply with federal, state and local guidelines, including those regarding social distancing.

The impact of COVID-19 and its emerging variants cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of the vaccines and the response by governmental bodies and regulators. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on our business, including, but not

limited to, our workforce, component shortages, disruptions in transportation or other supply chain related constraints.

Customer Concentrations

The Company had the following revenue concentrations representing 10% or more of revenue for the six months ended June 30, 2022 and 2021 and related accounts receivable concentrations as of June 30, 2022 and December 31, 2021:

	2022				2021
	Revenue %		Accounts Receivable %		Revenue %		Accounts Receivable %
Customer A	12.3	%	11.2	%	25.5	%	15.8	%
Customer B	10.0	%	5.0	%	3.6	%	1.2	%
Customer C	9.7	%	11.3	%	6.5	%	23.7	%
Customer D	7.4	%	2.7	%	13.2	%	4.6	%

Recent Accounting Pronouncements

Adopted

On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases” which supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840, “Leases”. Under ASU No. 2016-02, lessees are required to recognize assets and liabilities on the consolidated balance sheets for most leases and provide enhanced disclosures. For companies that are not emerging growth companies (“EGCs”), the ASU was effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted the new standard using the modified retrospective method by recording a right-of-use asset of $1.2 million, short-term portion of lease liabilities of $0.4 million and long-term portion of lease liabilities of $0.8 million as of the effective date. Prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The adoption did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. See Note 14 - Leases for further information and disclosures related to the adoption of this standard.

Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, which was subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, and which requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend

credit held by a reporting entity at each reporting date. For EGC’s, the standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2022. The Company will continue to assess the possible impact of this standard, but currently does not expect the adoption of this standard will have a significant impact on its financial statements and its limited history of bad debt expense relating to trade accounts receivable.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires that contract assets and contract liabilities acquired in a business combination be recognized and measured in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within that fiscal year. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We are currently evaluating the impact of the new standard on our financial statements and related disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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Acquisition of ConnectPV

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition of ConnectPV

Acquisition of ConnectPV

On August 26, 2021, the Company acquired 100% of the common stock of ConnectPV. The acquisition of ConnectPV was accounted for as a business combination using the acquisition method of accounting. The aggregate purchase price was $13.8 million in cash (net of $0.8 million cash acquired) and 209,437 shares of Class A Common stock valued at $6.5 million.

The cash portion of the purchase price was funded by borrowing under our Revolving Credit Facility (as defined below). The purchase price paid has been allocated to record the acquired assets and assumed liabilities based upon their estimated fair value pending finalization of the working capital calculation with the sellers. When determining the fair values of the assets acquired and assumed liabilities, management made significant estimates, judgements and assumptions. Management estimated that consideration paid exceeded the fair value of the net assets acquired. Therefore, goodwill of $19.8 million was recorded. The goodwill recognized was primarily attributable to the workforce and synergies related to the Company’s EBOS solutions and components business that are expected to arise from the ConnectPV acquisition.

The following table is the balance sheet of ConnectPV as of the acquisition date, August 26, 2021, and includes the estimated fair value of the assets acquired and assumed liabilities. The estimated fair value allocated to certain property, plant and equipment, identifiable intangible assets and goodwill was determined based on a combination of market, cost and income approaches with the assistance of a third-party valuation firm (in thousands):

Purchase Price Allocation
Cash and cash equivalents	$	849
Accounts receivable	5,382
Inventory	4,273
Other current assets	1,583
Total current assets	12,087
Property, plant and equipment	438
Goodwill	19,765
Other intangible assets	1,600
Total Assets	33,890
Accounts payable	9,440
Accrued expenses	2,655
Debt	1,537
Total liabilities	13,632
Net assets acquired	$	20,258

Pro Forma Financial Information (Unaudited)

The pro forma information below gives effect to the ConnectPV acquisition as if it had been completed on the first day of each period presented. The pro forma results of operations are presented for informational purposes only. As such, they are not necessarily indicative of the Company’s results had the acquisition been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the assets and liabilities associated with the acquisition at their respective fair values, which are preliminary at this time, based on available information and to give effect to the financing for the acquisition (in thousands):

	Six Months Ended June 30, 2021
Revenue	$	117,197
Net income	$	77

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Accounts Receivable

6 Months Ended

Jun. 30, 2022

Receivables [Abstract]

Accounts Receivable

Accounts Receivable

Accounts receivable consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Accounts receivable	$	58,318	$	32,015
Less: allowance for doubtful accounts	(491)		(516)
Accounts receivable, net	$	57,827	$	31,499

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Inventory

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Inventory

InventoryInventory consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Raw materials	$	66,301	$	39,265
Allowance for obsolete or slow-moving inventory	(1,340)		(897)
Inventory, net	$	64,961	$	38,368

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant, and equipment, net consists of the following (in thousands):

	Estimated Useful Lives (Years)
		June 30, 2022		December 31, 2021
Land	N/A	$	840	$	840
Building and land improvements	5-40	9,070		7,801
Machinery and equipment	3-5	11,664		10,693
Furniture and fixtures	3-7	1,684		1,775
Vehicles	5	65		65
		23,323		21,174
Less: accumulated depreciation		(6,493)		(5,600)
Property, plant and equipment, net		$	16,830	$	15,574

Depreciation expense for the three months ended June 30, 2022 and 2021 was $0.5 million and $0.4 million, respectively. During the three months ended June 30, 2022 and 2021, $0.4 million and $0.3 million, respectively, of depreciation expense was allocated to cost of revenue and $0.1 million and $0.1 million, respectively, of depreciation expense was allocated to operating expenses.

Depreciation expense for the six months ended June 30, 2022 and 2021 was $0.9 million and $0.8 million, respectively. During the six months ended June 30, 2022 and 2021, $0.7 million and $0.7 million, respectively, of depreciation expense was allocated to cost of revenue and $0.2 million and $0.1 million, respectively, of depreciation expense was allocated to operating expenses.

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill

Goodwill relates to the acquisition of Shoals and ConnectPV. As of June 30, 2022 and December 31, 2021, goodwill totaled $69.9 million and $69.4 million, respectively. Changes in the carrying amount of goodwill during the six months ended June 30, 2022 are shown below (in thousands):

	Goodwill
Beginning Balance	$	69,436
Adjustments related to finalization of working capital in the acquisition of ConnectPV	505
Ending Balance	$	69,941

Other Intangible Assets

Other intangible assets consists of the following (in thousands):

	Estimated Useful Lives (Years)	June 30, 2022		December 31, 2021
Amortizable:
Costs:
Customer relationships	13	$	53,100	$	53,100
Developed technology	13	34,600		34,600
Trade names	13	11,900		11,900
Backlog	1	600		600
Noncompete agreements	5	2,000		2,000
Total amortizable intangibles		102,200		102,200
Accumulated amortization:
Customer relationships		20,777		18,629
Developed technology		13,530		12,199
Trade names		4,666		4,103
Backlog		500		200
Noncompete agreements		2,000		1,833
Total accumulated amortization		41,473		36,964
Total amortizable intangibles, net		$	60,727	$	65,236

Amortization expense related to intangible assets amounted to $2.2 million and $2.0 million for the three months ended June 30, 2022 and 2021 and $4.5 million and $4.0 million for the six months ended June 30, 2022 and 2021, respectively.

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Accrued Expenses and Other

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other

Accrued Expenses and OtherAccrued expenses and other consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Accrued compensation	$	2,910	$	2,882
Deferred revenue	13,871		1,841
Accrued interest	5,149		3,095
Accrued professional fees	694		548
Lease liability	1,117		—

	June 30, 2022		December 31, 2021
Other accrued expenses	1,556		1,203
Total accrued expenses and other	$	25,297	$	9,569

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Long-Term Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Term Loan Facility	$	196,250	$	197,250
Revolving Credit Facility	85,140		55,140
Less: deferred financing costs	(4,735)		(5,337)
Total debt, net of deferred financing costs	276,655		247,053
Less: current portion	(2,000)		(2,000)
Long-term debt, less current portion	$	274,655	$	245,053

Senior Secured Credit Agreement

On November 25, 2020 Shoals Holdings, entered into a senior secured credit agreement (the “Senior Secured Credit Agreement”), consisting of (i) a $350.0 million senior secured six-year term loan facility (the “Term Loan Facility”), (ii) a $30.0 million senior secured delayed draw term loan facility, which matures concurrently with the six-year Term Loan Facility (the “Delayed Draw Term Loan Facility”) and (iii) an uncommitted super senior first out revolving credit facility (the “Revolving Credit Facility”).

In December 2020, Shoals Holdings entered into two amendments to the Senior Secured Credit Agreement in order to obtain a $100.0 million increase (the “Revolver Upsize”) to the Revolving Credit Facility and modify the terms of the interest rate and prepayment premium. As part of the first amendment the Company repaid and terminated all outstanding commitments under the Delayed Draw Term Loan Facility.

On January 29, 2021, the Company used proceeds from the IPO to repay $150.0 million of outstanding borrowings under the Term Loan Facility. The repayment of a portion of the borrowings under the Term Loan Facility resulted in a $16.0 million loss on debt repayment as the result of the $11.3 million prepayment premium and $4.7 million write-off of a portion of the deferred financing costs.

On May 2, 2022, Shoals Holdings entered into an amendment to the Senior Secured Credit Agreement in order to increase the amount available for borrowing under the Revolving Credit Facility from $100.0 million to $150.0 million. The amendment also set forth SOFR as the benchmark rate to succeed LIBOR and amended the financial covenant such that, commencing with the first day of the first full fiscal quarter following the amendment effective date, Shoals Holdings shall not permit its Consolidated First Lien Secured Leverage Ratio (as defined in the Senior Secured Credit Agreement) to exceed 6.50:1.00.

As of June 30, 2022, interest rates on the Term Loan Facility was SOFR plus 3.25%, or 4.70%, and the Revolving Credit Facility was SOFR plus 3.25%, ranging from 4.47% to 5.41%. As of June 30, 2022, the Company had $64.9 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 June 30, 2022, the Company was in compliance with all the required covenants.

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Earnings per Share ("EPS")

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Earnings per Share ("EPS")

Earnings per Share ("EPS")

Basic EPS of Class A Common Stock is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted EPS of Class A Common Stock is computed similarly to basic EPS except the weighted average shares outstanding are increased to include additional shares from the exchange of Class B Common Stock under the if-converted method and the assumed exercise of any common stock equivalents using the treasury stock method, if dilutive. The Company’s restricted stock units are considered common stock equivalents for this purpose.

All earnings prior to and up to January 26, 2021, the date of the IPO, were entirely allocable to non-controlling interest and, as a result, EPS information is not applicable for reporting periods prior to this date. Consequently, only the net income allocable to Shoals Technologies Group, Inc. from the period subsequent to January 26, 2021 is included in the net loss attributable to the stockholders of Class A Common Stock for the periods ended June 30, 2021.

Basic and diluted EPS of Class A Common Stock have been computed as follows (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
	2022		2021
Numerator:
Net income (loss) attributable to Shoals Technologies Group, Inc. - basic	$	4,402	$	4,558	$	7,042	$	(976)
Reallocation of net income attributable to non-controlling interests from the assumed conversion of Class B common stock	—		4,596		—		—
Net income (loss) attributable to Shoals Technologies Group, Inc. - diluted	$	4,402	$	9,154	$	7,042	$	(976)
Denominator:
Weighted average shares of Class A common stock outstanding - basic	112,489		93,544		112,350		93,542
Effect of dilutive securities:
Restricted / Performance Stock Units	127		216		78		—
Class B Common Stock	—		73,067		—		—
Weighted average shares of Class A common stock outstanding - diluted	112,616		166,827		112,428		93,542

	Three Months Ended June 30,				Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
	2022		2021
Earnings (loss) per share of Class A common stock - basic	$	0.04	$	0.05	$	0.06	$	(0.01)
Earnings (loss) per share of Class A common stock - diluted	$	0.04	$	0.05	$	0.06	$	(0.01)

For the three and six months ended June 30, 2022 and the period from January 27, 2021 to June 30, 2021, the reallocation of net income attributable to non-controlling interest from the assumed conversion of Class B common stock has been excluded along with the dilutive effect of the restricted stock units for the period from January 27, 2021 to June 30, 2021 and Class B common stock to the weighted average shares of Class A common stock outstanding – dilutive as it was antidilutive.

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Equity-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

Equity-Based Compensation

2021 Long-term Incentive Plan

On January 26, 2021, the Shoals Technologies Group, Inc. 2021 Long-Term incentive Plan (the “2021 Incentive Plan”) became effective. The 2021 Incentive Plan authorized 8,768,124 new shares, subject to adjustment pursuant to the 2021 Incentive Plan.

Restricted Stock Units

During the six months ended June 30, 2022, the Company has granted 640,736 restricted stock units (“RSUs") to certain employees, officers and directors of the Company, respectively. The RSUs have grant date fair values ranging from $10.42 to $17.23 per unit and generally vest ratably over 3 years, except for some employee and officer grants for bonuses which immediately vested.

Activity under the 2021 Incentive Plan for RSUs was as follows:

	Restricted Stock Units	Weighted Average Price
Outstanding, December 31, 2021	1,632,844	$	27.58
Granted	640,736	$	12.82
Vested	(436,357)	$	24.40
Forfeited	(26,370)	$	31.17
Outstanding, June 30, 2022	1,810,853	$	23.05

Performance Stock Units

During the quarter ended June 30, 2022, the Company granted an aggregate of 242,907 Performance Stock Units ("PSUs") to certain executives. The PSUs cliff vest after three years upon meeting certain revenue and gross margin targets and contain certain modifiers which could increase or decrease the ultimate number of Class A common stock issued to the executives. The PSUs were valued using the market value of the common stock on the grant date ranging from $10.42 to $12.60 per PSUs. Based on results achieved in 2022 and the forecasted amounts over the remainder of the performance period, the Company expects the units to vest and the modifier to be achieved related to the gross margin target.

Activity under the 2021 Incentive Plan for PSUs was as follows:

	Performance Stock Units	Weighted Average Price
Outstanding, December 31, 2021	—	$	—
Granted	242,907	$	11.41
Vested	—	$	—
Forfeited	—	$	—
Outstanding, June 30, 2022	242,907	$	11.41

The Company recognized equity-based compensation of $4.1 million and $2.8 million for the three months ended June 30, 2022 and 2021, respectively, and $7.9 million and $4.2 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had $38.8 million of unrecognized compensation costs which is expected to be recognized over a period of 2.5 years.

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Stockholders' Equity (Deficit)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)

Amendment and Restatement of Certificate of Incorporation

As discussed in Note 1, on January 26, 2021, the Company's certificate of incorporation was amended and restated to, among other things, provide for the (i) authorization of 1,000,000,000 shares of Class A common stock with a par value of $0.00001 per share; (ii) authorization of 195,000,000 shares of Class B common stock with a par value of $0.00001 per share; (iii) authorization of 5,000,000 shares of preferred stock that may be issued from time to time by the Company's Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, the members of which will serve for staggered terms.

Holders of Class A common stock and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock held by the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one-for-one basis if the Company, at the election of a Continuing Equity Owner, redeem or exchange LLC Interests.

The Company must, at all times, maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Initial Public Offering

As discussed in Note 1, on January 29, 2021, the Company closed an IPO of 11,550,000 shares of the Class A common stock at a public offering price of $25.00 per share. The Company received $278.8 million in proceeds, net of underwriting discounts and commissions, which was used to purchase 6,315,790 LLC

Interests from Shoals Parent and 5,234,210 LLC Interests from the founder and Class B unit holder in Shoals Parent at a price per interest equal to the IPO price of the Class A common stock of $25.00.

Shoals Parent Recapitalization

As noted above, in connection with the IPO, the limited liability company agreement of Shoals Parent was amended and restated to, among other things, (i) provide for a new single class of common membership interests in Shoals Parent, or the LLC Interests; (ii) exchange all of the then existing membership interests of the Continuing Equity Owners for LLC Interests (iii) exchange all the then existing membership interest of the Class A Shoals Equity Owners for LLC Interests and (iv) appoint the Company as the sole managing member of Shoals Parent. The Company has a majority economic interest in, is the sole managing member of, has the sole voting power in, and controls the management of Shoals Parent.

The amendment also requires that Shoals Parent, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by the Continuing Equity Owners.

Acquisition of Former Shoals Equity Owners

On January 26, 2021, the Company acquired, by merger, an entity that was a member of Shoals Parent, or the Class A Shoals Equity Owners, for which the Company issued 81,977,751 shares of Class A common stock as merger consideration. The only assets held by the Class A Shoals Equity Owners were 81,977,751 LLC Interests. Upon consummation of the Merger, the Company recognized the LLC Interests at carrying value, as the Merger is considered to be a transaction between entities under common control.

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Non-Controlling Interests

6 Months Ended

Jun. 30, 2022

Noncontrolling Interest [Abstract]

Non-Controlling Interests

Non-Controlling Interests

As of June 30, 2022, the Company owned 67.38% of Shoals Parent. The following table summarizes the effects of the changes in ownership in Shoals Parent on equity:

	Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
Net income (loss) attributable to non-controlling interest	$	4,910	$	(879)
Transfers to non-controlling interests
Decrease as a result of the Organizational Transactions	—		(88,644)
Increase as a result of newly issued LLC Interests in IPO	—		70,976
Increase as a result of activity under equity-based compensation plan	2,973		1,407
Decrease from tax distributions to non-controlling interest	(4,566)		(2,973)
Reallocation of non-controlling interest	20		288
Change from net income attributable to/from non-controlling interest and transfers to non-controlling interest	$	3,337	$	(19,825)

Issuance of Additional LLC Interests

Under the LLC Agreement, the Company is required to cause Shoals Parent to issue additional LLC Interests to the Company when the Company issues additional shares of Class A Common Stock. Other than as it relates to the issuance of Class A Common Stock in connection with an equity incentive program, the

Company must contribute to Shoals Parent net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A Common Stock. The Company must cause Shoals Parent to issue a number of LLC Interests equal to the number of shares of Class A Common Stock issued such that, at all times, the number of LLC Interests held by the Company equals the number of outstanding shares of Class A Common Stock. During the six months ended June 30, 2022, the Company caused Shoals Parent to issue to the Company a total of 357,137 LLC Interests for the vesting of awards granted under the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan.

Distributions for Taxes

As a limited liability company (treated as a partnership for income tax purposes), Shoals Parent does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the LLC Agreement, Shoals Parent is required to distribute cash, to the extent that Shoals Parent has cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to each member’s share of Shoals Parent taxable earnings. Shoals Parent makes such tax distributions to its members quarterly, based on the single highest marginal tax rate applicable to its members applied to projected year-to-date taxable income, with a final accounting once actual taxable income or loss has been determined. During the six months ended June 30, 2022, tax distributions to non-controlling LLC Interests holders was $4.6 million.

Other Distributions

Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC members and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC units.

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Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

Leases

Effective January 1, 2021, the Company adopted ASC 842 Leases using the modified retrospective approach. The Company elected the use of the package of practical expedients permitted under the transition guidance which allows the Company not to reassess whether a contract contains a lease, carry forward the historical lease classification and not reassess initial direct lease costs. The Company also elected to apply the short-term measurement and recognition exemption in which the right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases. Adoption of this standard resulted in recording of net operating lease ROU assets and corresponding operating lease liabilities of $1.2 million and $1.2 million, respectively. The standard did not materially affect the condensed consolidated statements of income and had no impact on the condensed consolidated statements of cash flows.

The following table summarizes the balances as it relates to leases at the end of the period (in thousands):

	(*)	June 30, 2022
ROU asset	Other assets	$	4,655
Lease liability, current portion	Accrued expenses and other	$	1,117
Lease liability, long-term portion	Other long-term liabilities	3,846
Total lease liability		$	4,963

(*) Location on the condensed consolidated balance sheet

The Company determines if an arrangement is a lease at its inception. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company’s leases generally do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight-line basis over the lease term.

Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the right-of-use assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in the condensed consolidated balance sheets. The Company also elected to apply the practical expedient to consider non-lease components as a part of the lease. The Company's leases contain certain non-lease components for common area maintenance which are variable on a month to month basis and as such recorded as a variable lease expense as incurred.

The details of the Company’s operating leases are as follows (in thousands):

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Operating lease expense	$	296	$	576
Variable lease expense	33		64
Short-term lease expense	33		176
Total lease expense	$	362	$	816

The following table presents the maturities of lease liabilities (in thousands):

Fiscal year ending December 31,	Operating Leases
2022	$	652
2023	1,339
2024	1,264
2025	960
2026	952
Thereafter	246
Total lease payments	5,413
Less: Imputed lease interest	(450)
Total lease liabilities	$	4,963

The following table represents future minimum lease obligations under non-cancelable operating leases (in thousands):

Fiscal year ending December 31,	Operating Leases
2022	$	489
2023	499
2024	200
2025	58
2026	6
Total	$	1,252

The Company’s weighted-average remaining lease-term and weighted-average discount rate are as follows (in thousands):

	Six Months Ended June 30, 2022
Weighted average remaining lease-term	4.3 years
Weighted average discount rate	4.5%

Supplemental cash flow and other information related to operating leases are as follows:

	Six Months Ended June 30, 2022
Operating cash flows from operating leases	$	320
Non cash investing activities:
Lease liabilities arising from obtaining right-of-use assets as of January 1, 2022	$	1,239
Lease liabilities arising from obtaining right-of-use assets during the six months ended June 30, 2022	$	3,990

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

The Company is from time to time subject to legal proceedings and claims, which arise in the normal course of its business. In the opinion of management and legal counsel, the amount of losses that may be sustained, if any, would not have a material effect on the financial position, results of operations or cash flows of the Company.

Surety Bonds

The Company provides surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee the Company’s performance in accordance with contractual or legal obligations. As of June 30, 2022, the maximum potential payment obligation with regard to surety bonds was $11.5 million.

Employee Benefit Plan

The Company has a 401(k) retirement plan for substantially all of its employees based on certain eligibility requirements. Effective January 1, 2021 the Company began making matching contributions to the plan and may also provide discretionary contributions to the plan at the discretion of management. No such discretionary contributions have been made since inception of the plan. For the six months ended June 30, 2022 and 2021, the Company made matching contributions totaling $0.2 million and $0.1 million, respectively.

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Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company is taxed as a subchapter C corporation and is subject to federal and state income taxes. The Company’s sole material asset is Shoals Parent, which is a limited liability company that is taxed as a partnership for US federal and certain state and local income tax purposes. Shoals Parent’s net taxable income and related tax credits, if any, are passed through to its members and included in the member’s tax returns.

Shoals Parent is subject to and reports an entity level tax in various states. The income tax burden on the earnings taxed to the noncontrolling interest holders is not reported by the Company in its consolidated financial statements under U.S. GAAP. As a result, the Company’s effective tax rate differs materially from the statutory rate. Our effective income tax rate for the six months ended June 30, 2022 and 2021, was 20.2% and 182.5% respectively.

In calculating the provision for interim income taxes, in accordance with ASC Topic 740, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period.

For annual periods, the Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.

The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. As of the quarter ended June 30, 2022, the Company has recorded $0.9 million of gross unrecognized tax benefits inclusive of interest and penalties, all of which, if recognized, would favorably impact the effective tax rate. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations.

The Company files U.S. federal and certain state income tax returns. The income tax returns of the Company are subject to examination by U.S. federal and state taxing authorities for various time periods, depending on those jurisdictions’ rules, generally after the income tax returns are filed.

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Payable Pursuant to the Tax Receivable Agreement

6 Months Ended

Jun. 30, 2022

Tax Receivable Agreement [Abstract]

Payable Pursuant to the Tax Receivable Agreement

Payable Pursuant to the Tax Receivable Agreement

The Company has a TRA with the TRA Owners that provides for the payment by the Company to the TRA Owners (or their permitted assignees) of 85% of the amount of the benefits, if any, that the Company actually realizes or is deemed to realize as a result of (i) the Company’s allocable share of existing tax basis acquired in connection with the Organizational Transactions (including Blocker’s share of existing tax basis) and increases to such allocable share of existing tax basis, (ii) certain increases in the tax basis of assets of Shoals Parent and its subsidiaries resulting from purchases or exchanges of LLC Interests, and (iii) certain other tax benefits related to the Company entering into the TRA, including those attributable to payments made under the TRA. These contractual payment obligations are obligations of the Company and not of Shoals Parent. The Company’s payable pursuant to the TRA was determined on an undiscounted basis in accordance with ASC 450, Contingencies, since the contractual payment obligations were deemed to be probable and reasonably estimable.

For purposes of the TRA, the benefit deemed realized by the Company is computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of Shoals Parent as a result of the purchases or exchanges, and had the Company not entered into the TRA.

The following table reflects the changes to the Company's payable pursuant to the tax receivable agreement (in thousands):

	Six Months Ended June 30,
	2022		2021
Beginning balance	$	156,374	$	—
Additions to TRA:
Exchange of LLC Interests for Class A Common Stock from founder	800		28,202
Merger of Shoals investment CTB	—		13,490
Adjustment for change in estimated effective income tax rate	—		1,664
Payments under TRA	—		—
Payable pursuant to TRA	157,174		43,356
Less: current portion	(3,583)		—
Payable pursuant to TRA, less current portion	$	153,591	$	43,356

The TRA further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, or if the Company materially breaches any of its material obligations under the TRA, the Company (or its successor) would owe to the TRA Owners a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the TRA that would be based on certain assumptions, including a deemed exchange of LLC Interests and that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and

other tax benefits related to entering into the TRA. The Company also is entitled to terminate the TRA, which, if terminated, would obligate the Company to make early termination payments to the TRA Owners.

When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from the Company’s increased tax basis as a result of exchanges of LLC Interests by the TRA Owners, the Company continuously monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company is subject to tax.

The Company has recorded deferred tax assets of $184.9 million since our IPO associated with basis differences in the net assets of Shoals Parent and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended. The aggregate payable pursuant to the TRA represents 85% of the tax benefits that the Company expects to receive in connection with the Section 754 election. In accordance with the TRA, the next annual payment is anticipated on February 20, 2023, approximately 125 days after filing the federal tax return.

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Revenue by Product

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue by Product

Revenue by Product

Based on Topic 606 provisions, the Company disaggregates its revenue from contracts with customers between system solutions and components. System solutions are contracts under which the Company provides multiple products typically in connection with the design and specification of an entire EBOS system. Components represents sales of individual solar components.

The following table presents the Company’s revenue disaggregated by system solutions and solar components which are recorded over time as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
System solutions	$	56,821	$	51,242	$	103,650	$	84,611
Solar components	16,669		8,480		37,816		20,715
Total revenue	$	73,490	$	59,722	$	141,466	$	105,326

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Accounting and Presentation

Basis of Accounting and PresentationThe condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Non-controlling Interest

Non-controlling Interest The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, Shoals Parent, held by the Continuing Equity Owners. Non-controlling interest on the condensed consolidated balance sheet represents the portion of net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include revenue recognition, allowance for doubtful accounts, useful lives of property, plant and equipment and other intangible assets, impairment of long-lived assets, allowance for slow moving inventory, payable pursuant to the tax receivable agreement (“TRA”) and valuation allowance on deferred tax assets.

Restricted Cash

Restricted CashRestricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Restricted cash is restricted as to withdrawal or use.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Adopted

On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases” which supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840, “Leases”. Under ASU No. 2016-02, lessees are required to recognize assets and liabilities on the consolidated balance sheets for most leases and provide enhanced disclosures. For companies that are not emerging growth companies (“EGCs”), the ASU was effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted the new standard using the modified retrospective method by recording a right-of-use asset of $1.2 million, short-term portion of lease liabilities of $0.4 million and long-term portion of lease liabilities of $0.8 million as of the effective date. Prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The adoption did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. See Note 14 - Leases for further information and disclosures related to the adoption of this standard.

Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, which was subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, and which requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend

credit held by a reporting entity at each reporting date. For EGC’s, the standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2022. The Company will continue to assess the possible impact of this standard, but currently does not expect the adoption of this standard will have a significant impact on its financial statements and its limited history of bad debt expense relating to trade accounts receivable.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires that contract assets and contract liabilities acquired in a business combination be recognized and measured in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within that fiscal year. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We are currently evaluating the impact of the new standard on our financial statements and related disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet is as follows (in thousands):

	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	10,094	$	5,006
Restricted cash included in other current asset	3,583		—
Restricted cash included in other assets	10,125		4,551
Total cash, cash equivalents and restricted cash	$	23,802	$	9,557

Schedule of Restricted Cash

A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet is as follows (in thousands):

	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	10,094	$	5,006
Restricted cash included in other current asset	3,583		—
Restricted cash included in other assets	10,125		4,551
Total cash, cash equivalents and restricted cash	$	23,802	$	9,557

Schedule of Revenue and Accounts Receivable Concentration Risks

The Company had the following revenue concentrations representing 10% or more of revenue for the six months ended June 30, 2022 and 2021 and related accounts receivable concentrations as of June 30, 2022 and December 31, 2021:

	2022				2021
	Revenue %		Accounts Receivable %		Revenue %		Accounts Receivable %
Customer A	12.3	%	11.2	%	25.5	%	15.8	%
Customer B	10.0	%	5.0	%	3.6	%	1.2	%
Customer C	9.7	%	11.3	%	6.5	%	23.7	%
Customer D	7.4	%	2.7	%	13.2	%	4.6	%

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Acquisition of ConnectPV (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The estimated fair value allocated to certain property, plant and equipment, identifiable intangible assets and goodwill was determined based on a combination of market, cost and income approaches with the assistance of a third-party valuation firm (in thousands):

Purchase Price Allocation
Cash and cash equivalents	$	849
Accounts receivable	5,382
Inventory	4,273
Other current assets	1,583
Total current assets	12,087
Property, plant and equipment	438
Goodwill	19,765
Other intangible assets	1,600
Total Assets	33,890
Accounts payable	9,440
Accrued expenses	2,655
Debt	1,537
Total liabilities	13,632
Net assets acquired	$	20,258

Schedule of Pro Forma Financial Information

The pro forma information below gives effect to the ConnectPV acquisition as if it had been completed on the first day of each period presented. The pro forma results of operations are presented for informational purposes only. As such, they are not necessarily indicative of the Company’s results had the acquisition been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the assets and liabilities associated with the acquisition at their respective fair values, which are preliminary at this time, based on available information and to give effect to the financing for the acquisition (in thousands):

	Six Months Ended June 30, 2021
Revenue	$	117,197
Net income	$	77

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Accounts Receivable (Tables)

6 Months Ended

Jun. 30, 2022

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Accounts receivable	$	58,318	$	32,015
Less: allowance for doubtful accounts	(491)		(516)
Accounts receivable, net	$	57,827	$	31,499

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Inventory (Tables)

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Raw materials	$	66,301	$	39,265
Allowance for obsolete or slow-moving inventory	(1,340)		(897)
Inventory, net	$	64,961	$	38,368

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant, and Equipment, Net

Property, plant, and equipment, net consists of the following (in thousands):

	Estimated Useful Lives (Years)
		June 30, 2022		December 31, 2021
Land	N/A	$	840	$	840
Building and land improvements	5-40	9,070		7,801
Machinery and equipment	3-5	11,664		10,693
Furniture and fixtures	3-7	1,684		1,775
Vehicles	5	65		65
		23,323		21,174
Less: accumulated depreciation		(6,493)		(5,600)
Property, plant and equipment, net		$	16,830	$	15,574

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Carrying Amount of Goodwill

Changes in the carrying amount of goodwill during the six months ended June 30, 2022 are shown below (in thousands):

	Goodwill
Beginning Balance	$	69,436
Adjustments related to finalization of working capital in the acquisition of ConnectPV	505
Ending Balance	$	69,941

Schedule of Other Intangible Assets

Other intangible assets consists of the following (in thousands):

	Estimated Useful Lives (Years)	June 30, 2022		December 31, 2021
Amortizable:
Costs:
Customer relationships	13	$	53,100	$	53,100
Developed technology	13	34,600		34,600
Trade names	13	11,900		11,900
Backlog	1	600		600
Noncompete agreements	5	2,000		2,000
Total amortizable intangibles		102,200		102,200
Accumulated amortization:
Customer relationships		20,777		18,629
Developed technology		13,530		12,199
Trade names		4,666		4,103
Backlog		500		200
Noncompete agreements		2,000		1,833
Total accumulated amortization		41,473		36,964
Total amortizable intangibles, net		$	60,727	$	65,236

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Accrued Expenses and Other (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Consists

Accrued expenses and other consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Accrued compensation	$	2,910	$	2,882
Deferred revenue	13,871		1,841
Accrued interest	5,149		3,095
Accrued professional fees	694		548
Lease liability	1,117		—

	June 30, 2022		December 31, 2021
Other accrued expenses	1,556		1,203
Total accrued expenses and other	$	25,297	$	9,569

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Term Loan Facility	$	196,250	$	197,250
Revolving Credit Facility	85,140		55,140
Less: deferred financing costs	(4,735)		(5,337)
Total debt, net of deferred financing costs	276,655		247,053
Less: current portion	(2,000)		(2,000)
Long-term debt, less current portion	$	274,655	$	245,053

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Earnings per Share ("EPS") (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

Basic and diluted EPS of Class A Common Stock have been computed as follows (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
	2022		2021
Numerator:
Net income (loss) attributable to Shoals Technologies Group, Inc. - basic	$	4,402	$	4,558	$	7,042	$	(976)
Reallocation of net income attributable to non-controlling interests from the assumed conversion of Class B common stock	—		4,596		—		—
Net income (loss) attributable to Shoals Technologies Group, Inc. - diluted	$	4,402	$	9,154	$	7,042	$	(976)
Denominator:
Weighted average shares of Class A common stock outstanding - basic	112,489		93,544		112,350		93,542
Effect of dilutive securities:
Restricted / Performance Stock Units	127		216		78		—
Class B Common Stock	—		73,067		—		—
Weighted average shares of Class A common stock outstanding - diluted	112,616		166,827		112,428		93,542

	Three Months Ended June 30,				Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
	2022		2021
Earnings (loss) per share of Class A common stock - basic	$	0.04	$	0.05	$	0.06	$	(0.01)
Earnings (loss) per share of Class A common stock - diluted	$	0.04	$	0.05	$	0.06	$	(0.01)

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Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of RSU And PSU Activity

Activity under the 2021 Incentive Plan for RSUs was as follows:

	Restricted Stock Units	Weighted Average Price
Outstanding, December 31, 2021	1,632,844	$	27.58
Granted	640,736	$	12.82
Vested	(436,357)	$	24.40
Forfeited	(26,370)	$	31.17
Outstanding, June 30, 2022	1,810,853	$	23.05

Activity under the 2021 Incentive Plan for PSUs was as follows:

	Performance Stock Units	Weighted Average Price
Outstanding, December 31, 2021	—	$	—
Granted	242,907	$	11.41
Vested	—	$	—
Forfeited	—	$	—
Outstanding, June 30, 2022	242,907	$	11.41

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Non-Controlling Interests (Tables)

6 Months Ended

Jun. 30, 2022

Noncontrolling Interest [Abstract]

Schedule of Effects of Changes in Ownership

The following table summarizes the effects of the changes in ownership in Shoals Parent on equity:

	Six Months Ended June 30, 2022		Period from January 27, 2021 to June 30, 2021
Net income (loss) attributable to non-controlling interest	$	4,910	$	(879)
Transfers to non-controlling interests
Decrease as a result of the Organizational Transactions	—		(88,644)
Increase as a result of newly issued LLC Interests in IPO	—		70,976
Increase as a result of activity under equity-based compensation plan	2,973		1,407
Decrease from tax distributions to non-controlling interest	(4,566)		(2,973)
Reallocation of non-controlling interest	20		288
Change from net income attributable to/from non-controlling interest and transfers to non-controlling interest	$	3,337	$	(19,825)

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Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Schedule of Lease Assets and Liabilities

The following table summarizes the balances as it relates to leases at the end of the period (in thousands):

	(*)	June 30, 2022
ROU asset	Other assets	$	4,655
Lease liability, current portion	Accrued expenses and other	$	1,117
Lease liability, long-term portion	Other long-term liabilities	3,846
Total lease liability		$	4,963

(*) Location on the condensed consolidated balance sheet

Schedule of Lease Expense

The details of the Company’s operating leases are as follows (in thousands):

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Operating lease expense	$	296	$	576
Variable lease expense	33		64
Short-term lease expense	33		176
Total lease expense	$	362	$	816

The Company’s weighted-average remaining lease-term and weighted-average discount rate are as follows (in thousands):

	Six Months Ended June 30, 2022
Weighted average remaining lease-term	4.3 years
Weighted average discount rate	4.5%

Supplemental cash flow and other information related to operating leases are as follows:

	Six Months Ended June 30, 2022
Operating cash flows from operating leases	$	320
Non cash investing activities:
Lease liabilities arising from obtaining right-of-use assets as of January 1, 2022	$	1,239
Lease liabilities arising from obtaining right-of-use assets during the six months ended June 30, 2022	$	3,990

Schedule of Operating Lease Maturity

The following table presents the maturities of lease liabilities (in thousands):

Fiscal year ending December 31,	Operating Leases
2022	$	652
2023	1,339
2024	1,264
2025	960
2026	952
Thereafter	246
Total lease payments	5,413
Less: Imputed lease interest	(450)
Total lease liabilities	$	4,963

Schedule of Future Minimum Rental Payments for Operating Leases

The following table represents future minimum lease obligations under non-cancelable operating leases (in thousands):

Fiscal year ending December 31,	Operating Leases
2022	$	489
2023	499
2024	200
2025	58
2026	6
Total	$	1,252

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Payable Pursuant to the Tax Receivable Agreement (Tables)

6 Months Ended

Jun. 30, 2022

Tax Receivable Agreement [Abstract]

Schedule of Tax Receivable Agreement

The following table reflects the changes to the Company's payable pursuant to the tax receivable agreement (in thousands):

	Six Months Ended June 30,
	2022		2021
Beginning balance	$	156,374	$	—
Additions to TRA:
Exchange of LLC Interests for Class A Common Stock from founder	800		28,202
Merger of Shoals investment CTB	—		13,490
Adjustment for change in estimated effective income tax rate	—		1,664
Payments under TRA	—		—
Payable pursuant to TRA	157,174		43,356
Less: current portion	(3,583)		—
Payable pursuant to TRA, less current portion	$	153,591	$	43,356

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Revenue by Product (Tables)

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Disaggregated by Product

The following table presents the Company’s revenue disaggregated by system solutions and solar components which are recorded over time as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
System solutions	$	56,821	$	51,242	$	103,650	$	84,611
Solar components	16,669		8,480		37,816		20,715
Total revenue	$	73,490	$	59,722	$	141,466	$	105,326

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Organization and Business - Narrative (Details) $ / shares in Units, $ in Thousands				6 Months Ended
	Jul. 16, 2021 shares	Jan. 29, 2021 USD ($) $ / shares shares	Jan. 26, 2021 shares	Jun. 30, 2022 USD ($) subsidiary shares	Jun. 30, 2021 USD ($)	Aug. 26, 2021
Class of Stock [Line Items]
Number of subsidiaries | subsidiary				5
Underwriting discounts and commission payments | $				$ 0	$ 9,619
Shoals Parent
Class of Stock [Line Items]
Interests purchased in subsidiaries (shares)		6,315,790		357,137
Founder and Class B Unit Holder in Shoals Parent
Class of Stock [Line Items]
Interests purchased in subsidiaries (shares)		5,234,210
Class A Common Stock
Class of Stock [Line Items]
Stock issued for organizational transactions (shares)		81,977,751	81,977,751
Class B Common Stock
Class of Stock [Line Items]
Stock issued in conversion (shares)		78,300,817
Stock issued in conversion per share (shares)		1
IPO
Class of Stock [Line Items]
Consideration received from stock issued in IPO | $		$ 278,800
Underwriting discounts and commission payments | $		$ 9,900
IPO | Class A Common Stock
Class of Stock [Line Items]
Stock issued in IPO (shares)		11,550,000
Price per share of stock issued in IPO (USD per share) | $ / shares		$ 25.00
Stock Offering By Selling Shareholders | Class A Common Stock
Class of Stock [Line Items]
Stock issued in IPO (shares)	4,989,692
Stock Offering | Class A Common Stock
Class of Stock [Line Items]
Stock issued in IPO (shares)	10,402,086
ConnectPV
Class of Stock [Line Items]
Voting interests acquired (as a percent)						100.00%

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Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Condensed Income Statements, Captions [Line Items]
Restricted cash and cash equivalents	$ 13,700	$ 4,600
ROU asset	4,655
Lease liability, current portion	1,117	$ 0
Lease liability, long-term portion	$ 3,846
Accounting Standards Update 2016-02
Condensed Income Statements, Captions [Line Items]
ROU asset			$ 1,200
Lease liability, current portion			400
Lease liability, long-term portion			$ 800
Shoals Parent
Condensed Income Statements, Captions [Line Items]
Non-controlling ownership interest (as a percent)	32.62%

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Summary of Significant Accounting Policies - Cash Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 10,094	$ 5,006
Restricted cash included in other current asset	3,583	0
Restricted cash included in other assets	10,125	4,551
Total cash, cash equivalents and restricted cash	$ 23,802	$ 9,557	$ 13,171	$ 10,073

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Summary of Significant Accounting Policies - Revenue and Accounts Receivable Concentrations (Details) - Customer Concentration Risk	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Revenue % | Customer A
Concentration Risk [Line Items]
Concentration risk (as a percent)	12.30%	25.50%
Revenue % | Customer B
Concentration Risk [Line Items]
Concentration risk (as a percent)	10.00%	3.60%
Revenue % | Customer C
Concentration Risk [Line Items]
Concentration risk (as a percent)	9.70%	6.50%
Revenue % | Customer D
Concentration Risk [Line Items]
Concentration risk (as a percent)	7.40%	13.20%
Accounts Receivable % | Customer A
Concentration Risk [Line Items]
Concentration risk (as a percent)	11.20%	15.80%
Accounts Receivable % | Customer B
Concentration Risk [Line Items]
Concentration risk (as a percent)	5.00%	1.20%
Accounts Receivable % | Customer C
Concentration Risk [Line Items]
Concentration risk (as a percent)	11.30%	23.70%
Accounts Receivable % | Customer D
Concentration Risk [Line Items]
Concentration risk (as a percent)	2.70%	4.60%

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Acquisition of ConnectPV - Narrative (Details) - ConnectPV $ in Millions	Aug. 26, 2021 USD ($) shares
Business Acquisition, Equity Interests Issued or Issuable [Line Items]
Voting interests acquired (as a percent)	100.00%
Aggregate purchase price, net of cash acquired	$ 13.8
Cash acquired from acquisition	$ 0.8
Equity interest issued or issuable (shares) | shares	209,437
Value of equity interest issued or issuable	$ 6.5
Adjustments related to finalization of working capital in the acquisition of ConnectPV	$ 19.8

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Acquisition of ConnectPV - Purchase Price Allocation (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Aug. 26, 2021
Business Acquisition [Line Items]
Goodwill	$ 69,941	$ 69,436
ConnectPV
Business Acquisition [Line Items]
Cash and cash equivalents			$ 849
Accounts receivable			5,382
Inventory			4,273
Other current assets			1,583
Total current assets			12,087
Property, plant and equipment			438
Goodwill			19,765
Other intangible assets			1,600
Total Assets			33,890
Accounts payable			9,440
Accrued expenses			2,655
Debt			1,537
Total liabilities			13,632
Net assets acquired			$ 20,258

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Acquisition of ConnectPV - Pro Forma Financial Information (Details) - ConnectPV $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)
Business Acquisition [Line Items]
Revenue	$ 117,197
Net income	$ 77

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Accounts Receivable - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Receivables [Abstract]
Accounts receivable	$ 58,318	$ 32,015
Less: allowance for doubtful accounts	(491)	(516)
Accounts receivable, net	$ 57,827	$ 31,499

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Inventory - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 66,301	$ 39,265
Allowance for obsolete or slow-moving inventory	(1,340)	(897)
Inventory, net	$ 64,961	$ 38,368

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Property, Plant and Equipment - Summary (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 23,323	$ 21,174
Less: accumulated depreciation	(6,493)	(5,600)
Property, plant and equipment, net	16,830	15,574
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	840	840
Building and land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 9,070	7,801
Building and land improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (Years)	5 years
Building and land improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (Years)	40 years
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 11,664	10,693
Machinery and equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (Years)	3 years
Machinery and equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (Years)	5 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,684	1,775
Furniture and fixtures | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (Years)	3 years
Furniture and fixtures | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (Years)	7 years
Vehicles
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (Years)	5 years
Property, plant and equipment, gross	$ 65	$ 65

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Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.5	$ 0.4	$ 0.9	$ 0.8
Depreciation expense allocated to cost of revenue	0.4	0.3	0.7	0.7
Depreciation expense allocated to operating expenses	$ 0.1	$ 0.1	$ 0.2	$ 0.1

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Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 69,941		$ 69,941		$ 69,436
Amortization expense of intangible assets	$ 2,200	$ 2,000	$ 4,500	$ 4,000

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Goodwill and Other Intangible Assets - Carrying Amount of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 69,436
Adjustments related to finalization of working capital in the acquisition of ConnectPV	505
Goodwill, ending balance	$ 69,941

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Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Total amortizable intangibles	$ 102,200	$ 102,200
Total accumulated amortization	41,473	36,964
Total amortizable intangibles, net	$ 60,727	65,236
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives (Years)	13 years
Total amortizable intangibles	$ 53,100	53,100
Total accumulated amortization	$ 20,777	18,629
Developed technology
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives (Years)	13 years
Total amortizable intangibles	$ 34,600	34,600
Total accumulated amortization	$ 13,530	12,199
Trade names
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives (Years)	13 years
Total amortizable intangibles	$ 11,900	11,900
Total accumulated amortization	$ 4,666	4,103
Backlog
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives (Years)	1 year
Total amortizable intangibles	$ 600	600
Total accumulated amortization	$ 500	200
Noncompete agreements
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives (Years)	5 years
Total amortizable intangibles	$ 2,000	2,000
Total accumulated amortization	$ 2,000	$ 1,833

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Accrued Expenses and Other (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued compensation	$ 2,910	$ 2,882
Deferred revenue	13,871	1,841
Accrued interest	5,149	3,095
Accrued professional fees	694	548
Lease liability	1,117	0
Other accrued expenses	1,556	1,203
Accrued expenses and other	$ 25,297	$ 9,569

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Long-Term Debt - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Less: deferred financing costs	$ (4,735)	$ (5,337)
Total debt, net of deferred financing costs	276,655	247,053
Less: current portion	(2,000)	(2,000)
Long-term debt, less current portion	274,655	245,053
Senior Secured Credit Agreement | Line of Credit | Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross	196,250	197,250
Senior Secured Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 85,140	$ 55,140

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Long-Term Debt - Narrative (Details)			1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 29, 2021 USD ($)	Nov. 25, 2020 USD ($)	Dec. 31, 2020 USD ($) amendment	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	May 02, 2022 USD ($)	May 01, 2022 USD ($)
Debt Instrument [Line Items]
Loss on debt repayment				$ 0	$ 0	$ 0	$ 15,990,000
Revolving Credit Facility
Debt Instrument [Line Items]
Payments on term loan facility						$ 8,000,000	$ 5,000,000
Senior Secured Credit Agreement | Line of Credit
Debt Instrument [Line Items]
Number of amendments to debt agreement | amendment			2
Senior Secured Credit Agreement | Line of Credit | Secured Debt
Debt Instrument [Line Items]
Face amount of debt instrument		$ 350,000,000
Term of debt instrument		6 years
Payments on term loan facility	$ 150,000,000
Loss on debt repayment	16,000,000
Prepayment premium	11,300,000
Write-off of deferred financing costs	$ 4,700,000
Effective interest rate of debt instrument (as a percent)				4.70%		4.70%
Senior Secured Credit Agreement | Line of Credit | Secured Debt | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)						3.25%
Senior Secured Credit Agreement | Line of Credit | Delayed Draw Secured Debt
Debt Instrument [Line Items]
Term of debt instrument		6 years
Maximum borrowing capacity of credit facility		$ 30,000,000
Senior Secured Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity of credit facility								$ 150,000,000	$ 100,000,000
Increase in maximum borrowing capacity of credit facility			$ 100,000,000
Maximum net leverage ratio								6.50
Remaining borrowing capacity under credit facility				$ 64,900,000		$ 64,900,000
Senior Secured Credit Agreement | Line of Credit | Revolving Credit Facility | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)						3.25%
Senior Secured Credit Agreement | Line of Credit | Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Effective interest rate of debt instrument (as a percent)				5.41%		5.41%
Senior Secured Credit Agreement | Line of Credit | Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Effective interest rate of debt instrument (as a percent)				4.47%		4.47%

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Earnings per Share ("EPS") (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Numerator:
Net income (loss) attributable to Shoals Technologies Group, Inc. - basic	$ 4,402	$ 4,558	$ (976)	$ 7,042
Reallocation of net income attributable to non-controlling interests from the assumed conversion of Class B common stock	0	4,596	0	0
Net income (loss) attributable to Shoals Technologies Group, Inc. - diluted	$ 4,402	$ 9,154	$ (976)	$ 7,042
Denominator:
Weighted average shares of Class A common stock outstanding - basic (shares)	112,489	93,544	93,542	112,350
Weighted average shares of Class A common stock outstanding - diluted (shares)	112,616	166,827	93,542	112,428
Earnings (loss) per share of Class A common stock - basic (USD per share)	$ 0.04	$ 0.05	$ (0.01)	$ 0.06
Earnings (loss) per share of Class A common stock - diluted (USD per share)	$ 0.04	$ 0.05	$ (0.01)	$ 0.06
Restricted / Performance Stock Units
Denominator:
Effect of dilutive securities (shares)	127	216	0	78
Class B Common Stock
Denominator:
Effect of dilutive securities (shares)	0	73,067	0	0

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Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jan. 26, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 4.1	$ 2.8	$ 7.9	$ 4.2
Unrecognized compensation costs	$ 38.8		$ 38.8
Period for recognition of unrecognized compensation costs			2 years 6 months
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (shares)			640,736
Award vesting period					3 years
Restricted Stock Units | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (USD per share)						$ 10.42
Restricted Stock Units | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (USD per share)						$ 17.23
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (shares)	242,907		242,907
Award vesting period			3 years
Performance Stock Units | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (USD per share)	$ 10.42		$ 10.42
Performance Stock Units | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (USD per share)	$ 12.60		$ 12.60
2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (shares)						8,768,124

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Equity-Based Compensation - Restricted And Performance Stock Unit Activity (Details) - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Restricted Stock Units
Restricted Stock Units
Outstanding at beginning of period (shares)		1,632,844
Granted (shares)		640,736
Vested (shares)		(436,357)
Forfeited (shares)		(26,370)
Outstanding at end of period (shares)	1,810,853	1,810,853
Weighted Average Price
Balance at beginning of period (USD per share)		$ 27.58
Granted (USD per share)		12.82
Vested (USD per share)		24.40
Forfeited (USD per share)		31.17
Balance at end of period (USD per share)	$ 23.05	$ 23.05
Performance Stock Units
Restricted Stock Units
Outstanding at beginning of period (shares)		0
Granted (shares)	242,907	242,907
Vested (shares)		0
Forfeited (shares)		0
Outstanding at end of period (shares)	242,907	242,907
Weighted Average Price
Balance at beginning of period (USD per share)		$ 0
Granted (USD per share)		11.41
Vested (USD per share)		0
Forfeited (USD per share)		0
Balance at end of period (USD per share)	$ 11.41	$ 11.41

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Stockholders' Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Millions	Jan. 29, 2021 USD ($) $ / shares shares	Jan. 26, 2021 vote class $ / shares shares	Jun. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Preferred stock authorized (shares)		5,000,000	5,000,000	5,000,000
Number of classes of directors | class		3
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		357,137
Founder and Class B Unit Holder in Shoals Parent
Class of Stock [Line Items]
Interests purchased in subsidiaries (shares)	5,234,210
IPO
Class of Stock [Line Items]
Consideration received from stock issued in IPO | $	$ 278.8
Class A Common Stock
Class of Stock [Line Items]
Common stock authorized (shares)		1,000,000,000	1,000,000,000	1,000,000,000
Common stock, par value (USD per share) | $ / shares		$ 0.00001	$ 0.00001	$ 0.00001
Number of votes per share of common stock | vote		1
Stock issued for organizational transactions (shares)	81,977,751	81,977,751
Class A Common Stock | IPO
Class of Stock [Line Items]
Stock issued in IPO (shares)	11,550,000
Price per share of stock issued in IPO (USD per share) | $ / shares	$ 25.00
Class B Common Stock
Class of Stock [Line Items]
Common stock authorized (shares)		195,000,000	195,000,000	195,000,000
Common stock, par value (USD per share) | $ / shares		$ 0.00001	$ 0.00001	$ 0.00001
Number of votes per share of common stock | vote		1

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Non-Controlling Interests - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jan. 29, 2021
Noncontrolling Interest [Line Items]
Distributions to non-controlling interest	$ 1,628	$ 2,938	$ 2,973	$ 4,600
Shoals Parent
Noncontrolling Interest [Line Items]
Interests purchased in subsidiaries (shares)	357,137			357,137	6,315,790
Shoals Parent
Noncontrolling Interest [Line Items]
Ownership interest (as a percent)	67.38%			67.38%

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Non-Controlling Interests - Effects of Changes in Ownership (Details) - USD ($) $ in Thousands	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Noncontrolling Interest [Abstract]
Net income (loss) attributable to non-controlling interest	$ 2,901	$ 4,596	$ (879)	$ 4,910	$ (879)
Decrease as a result of the Organizational Transactions			(88,644)	0
Increase as a result of newly issued LLC Interests in IPO			70,976	0
Increase as a result of activity under equity-based compensation plan			1,407	2,973
Decrease from tax distributions to non-controlling interest			(2,973)	(4,566)
Reallocation of non-controlling interest			288	20
Change from net income attributable to/from non-controlling interest and transfers to non-controlling interest			$ (19,825)	$ 3,337

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Leases - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jan. 01, 2021
Lessee, Lease, Description [Line Items]
Operating lease, right-of-use asset	$ 4,655
Operating lease liabilities	$ 4,963
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Operating lease, right-of-use asset		$ 1,200
Operating lease liabilities		$ 1,200

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Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Leases [Abstract]
ROU asset	$ 4,655
Lease liability, current portion	1,117	$ 0
Lease liability, long-term portion	3,846
Total lease liability	$ 4,963
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other current assets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities

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Leases - Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Leases [Abstract]
Operating lease expense	$ 296	$ 576
Variable lease expense	33	64
Short-term lease expense	33	176
Total lease expense	$ 362	$ 816

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Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Leases [Abstract]
2022	$ 652
2023	1,339
2024	1,264
2025	960
2026	952
Thereafter	246
Total lease payments	5,413
Less: Imputed lease interest	(450)
Total lease liabilities	$ 4,963

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Leases - Future Minimum Lease Obligation (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Leases [Abstract]
2022	$ 489
2023	499
2024	200
2025	58
2026	6
Total	$ 1,252

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Leases - Weighted-Average Remaining Lease-Term and Discount Rate (Details)	Jun. 30, 2022
Leases [Abstract]
Weighted average remaining lease-term (in years)	4 years 3 months 18 days
Weighted average discount rate (as a percent)	450.00%

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Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands		6 Months Ended
	Jan. 01, 2022	Jun. 30, 2022
Leases [Abstract]
Operating cash flows from operating leases		$ 320
Non cash investing activities:
Lease liabilities arising from obtaining right-of-use assets during 2022	$ 1,239	$ 3,990

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Commitments and Contingencies - Narrative (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Loss Contingencies [Line Items]
Employer discretionary contributions	$ 0
Employer matching contributions	200,000	$ 100,000
Surety Bond
Loss Contingencies [Line Items]
Maximum potential payment obligation with regard to surety bonds	$ 11,500,000

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Income Taxes (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate (as a percent)	(20.20%)	(182.50%)
Gross unrecognized tax benefits	$ 0.9

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Payable Pursuant to the Tax Receivable Agreement - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2022	Jan. 29, 2021
Tax Receivable Agreement [Abstract]
Tax receivable agreement, proportion of tax benefits to be paid to TRA Owners (as a percent)	85.00%	85.00%
Deferred tax asset related to the tax receivable agreement	$ 184.9

XML

Payable Pursuant to the Tax Receivable Agreement - Summary (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Liability on Tax Receivable Agreement [Roll Forward]
Beginning balance	$ 156,374	$ 0
Exchange of LLC Interests for Class A Common Stock from founder	800	28,202
Merger of Shoals investment CTB	0	13,490
Adjustment for change in estimated effective income tax rate	0	1,664
Payments under TRA	0	0
Ending balance	157,174	43,356
Less: current portion	(3,583)	0
Payable pursuant to TRA, less current portion	$ 153,591	$ 43,356

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Revenue by Product - Summary (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 73,490	$ 59,722	$ 141,466	$ 105,326
System solutions
Disaggregation of Revenue [Line Items]
Total revenue	56,821	51,242	103,650	84,611
Solar components
Disaggregation of Revenue [Line Items]
Total revenue	$ 16,669	$ 8,480	$ 37,816	$ 20,715

XML

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)