UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
|
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
|
|
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 |
|
☐ |
|
☒ |
|
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
As of May 8, 2024, the registrant had
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that are “forward-looking looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, the Company is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.
Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:
The Company cautions you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. These forward-looking statements are only predictions based on the Company’s current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2024 (the “2023 Annual Report”), this Quarterly Report on Form 10-Q and the Company’s other filings with the SEC. It is not possible for the management of the Company to predict all risks, nor can the Company assess the impact of all factors on
i
the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report on Form 10-Q.
The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The Company does not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in expectations, except as required by law. You should read this Quarterly Report on Form 10-Q and the documents that have been filed as exhibits hereto with the understanding that the actual future results, levels of activity, performance, events and circumstances of the Company may be materially different from what is expected.
ii
TABLE OF CONTENTS
|
PART I. FINANCIAL INFORMATION |
|
Item 1. |
1 |
|
|
Condensed Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023 |
1 |
|
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three Months Ended March 31, 2024 and 2023 |
2 |
|
3 |
|
|
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024, and 2023 |
4 |
|
6 |
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
23 |
Item 3. |
28 |
|
Item 4. |
28 |
|
|
PART II. OTHER INFORMATION |
|
Item 1. |
29 |
|
Item 1A. |
29 |
|
Item 2. |
29 |
|
Item 3. |
29 |
|
Item 4. |
29 |
|
Item 5. |
29 |
|
Item 6. |
30 |
|
|
31 |
iii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
|
|
March 31, |
|
|
December 31, |
|
||
ASSETS |
|
|||||||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Marketable securities, short-term |
|
|
|
|
|
|
||
Accounts receivable, net of allowances for credit losses of $ |
|
|
|
|
|
|
||
Inventory, net |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
|
|
|
||
Operating right-of-use assets |
|
|
|
|
|
|
||
Marketable securities, long-term |
|
|
— |
|
|
|
|
|
Intangible assets, net |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|||||||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued expenses and other current liabilities |
|
|
|
|
|
|
||
Deferred revenue, current portion |
|
|
|
|
|
|
||
Warranty liability, current portion |
|
|
|
|
|
|
||
Operating lease liabilities, current portion |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Warranty liability, net of current portion |
|
|
|
|
|
|
||
Deferred revenue, net of current portion |
|
|
|
|
|
|
||
Long-term debt, net of unamortized debt discount and issuance costs |
|
|
|
|
|
|
||
Operating lease liabilities, net of current portion |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
(see Note 10) |
|
|
|
|
|
|
||
Stockholders’ equity |
|
|
|
|
|
|
||
Common stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ equity |
|
|
|
|
|
|
||
Total liabilities and stockholders’ equity |
|
$ |
|
|
$ |
|
See accompanying notes to condensed consolidated financial statements.
1
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(In thousands, except share and per share data)
(Unaudited)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net revenue |
|
$ |
|
|
$ |
|
||
Cost of revenue |
|
|
|
|
|
|
||
Gross profit |
|
|
|
|
|
|
||
Operating expenses: |
|
|
|
|
|
|
||
Research and development |
|
|
|
|
|
|
||
Sales and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Total operating expenses |
|
|
|
|
|
|
||
(Loss) income from operations |
|
|
( |
) |
|
|
|
|
Other expenses, net: |
|
|
|
|
|
|
||
Change in fair value of preferred stock warrant and contingent shares liability |
|
|
( |
) |
|
|
|
|
Loss on debt extinguishment |
|
|
— |
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
||
Other income, net |
|
|
( |
) |
|
|
( |
) |
Total other expenses, net |
|
|
|
|
|
|
||
Net (loss) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Unrealized gain resulting from change in fair value of marketable securities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Net (loss) income |
|
$ |
( |
) |
|
$ |
|
|
Cumulative dividends on convertible preferred stock |
|
|
— |
|
|
|
( |
) |
Net (loss) income attributable to common stockholders |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
(Loss) earnings per common share |
|
|
|
|
|
|
||
Basic |
|
$ |
( |
) |
|
$ |
|
|
Diluted |
|
$ |
( |
) |
|
$ |
|
|
Weighted-average shares of common stock outstanding |
|
|
|
|
|
|
||
Basic |
|
|
|
|
|
|
||
Diluted |
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
2
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands, except share data) (Unaudited)
|
|
Stockholders’ equity |
|
|||||||||||||||||||||
|
|
Common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Shares |
|
|
Amount |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated comprehensive (loss) income |
|
|
Total |
|
||||||
Balance at December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
Issuance of common stock upon exercise of stock options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Issuance of common stock in connection with the acquisition of fSight (see Note 4) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Issuance of common stock in connection with employee incentive stock awards |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Unrealized gain resulting from change in fair value of marketable securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at March 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit |
|
|||||||||||||||||||||||
|
|
Convertible preferred stock |
|
|
|
Common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Shares (1) |
|
|
Amount |
|
|
|
Shares (1) |
|
|
Amount |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated comprehensive income |
|
|
Total |
|
||||||||
Balance at December 31, 2022 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|||||
Retroactive application (Note 3) |
|
|
( |
) |
|
|
— |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at December 31, 2022, as converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|||||
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Issuance of common stock in connection with the acquisition of fSight |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Unrealized gain resulting from change in fair value of marketable securities |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Balance at March 31, 2023, as converted |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
See accompanying notes to condensed consolidated financial statements.
3
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash Flows from Operating activities: |
|
|
|
|
|
|
||
Net (loss) income |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Reserve for inventory obsolescence |
|
|
|
|
|
|
||
Change in fair value of preferred stock warrant and contingent shares liability |
|
|
( |
) |
|
|
|
|
Non-cash interest expense |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Allowance for credit losses |
|
|
( |
) |
|
|
|
|
Loss on debt extinguishment |
|
|
— |
|
|
|
|
|
Non-cash lease expense |
|
|
|
|
|
|
||
Accretion of interest on marketable securities |
|
|
( |
) |
|
|
( |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Inventory |
|
|
|
|
|
( |
) |
|
Prepaid expenses and other assets |
|
|
|
|
|
( |
) |
|
Accounts payable |
|
|
( |
) |
|
|
|
|
Accrued expenses and other liabilities |
|
|
( |
) |
|
|
|
|
Deferred revenue |
|
|
|
|
|
|
||
Warranty liability |
|
|
( |
) |
|
|
|
|
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
$ |
( |
) |
|
$ |
( |
) |
Investing activities: |
|
|
|
|
|
|
||
Purchase of marketable securities |
|
|
— |
|
|
|
( |
) |
Acquisition of fSight |
|
|
— |
|
|
|
|
|
Purchase of intangible assets |
|
|
— |
|
|
|
( |
) |
Purchase of property and equipment |
|
|
( |
) |
|
|
( |
) |
Sales and maturities of marketable securities |
|
|
|
|
|
— |
|
|
Net cash provided (used) by investing activities |
|
$ |
|
|
$ |
( |
) |
|
Financing activities: |
|
|
|
|
|
|
||
Proceeds from Convertible Promissory Note |
|
|
— |
|
|
|
|
|
Repayment of from Series 2022-1 Notes |
|
|
— |
|
|
|
( |
) |
Payment of financing costs |
|
|
— |
|
|
|
( |
) |
Payment of deferred issuance costs related to future equity issuance |
|
|
— |
|
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Net cash provided by financing activities |
|
$ |
|
|
$ |
|
||
Net increase in cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
See accompanying notes to condensed consolidated financial statements.
4
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
|
|
|
|
— |
|
|
Supplemental schedule of non-cash investing and financing activities: |
|
|
|
|
|
|
||
Deferred issuance costs related to future equity issuance in accrued expenses and accounts payable |
|
|
— |
|
|
|
|
|
Financing costs in accounts payable |
|
|
— |
|
|
|
|
|
Operating lease right of use assets obtained in exchange for operating lease liabilities |
|
|
|
|
|
|
||
Property and equipment in accounts payable |
|
|
|
|
|
|
||
Non-cash consideration paid for the acquisition of fSight |
|
|
|
|
|
|
||
Contingent shares liability from fSight acquisition |
|
|
|
|
|
|
||
Unrealized gain resulting from change in fair value of marketable securities |
|
$ |
|
|
$ |
|
See accompanying notes to condensed consolidated financial statements.
5
TIGO ENERGY, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Tigo Energy, Inc. (f/k/a Roth CH Acquisition IV Co.) and subsidiaries (together, the “Company”) consists of Tigo Energy, Inc. (“Tigo”), its wholly-owned direct subsidiary: Tigo Energy MergeCo, Inc. (f/k/a Tigo Energy, Inc.) (“Legacy Tigo”), and its wholly-owned indirect subsidiaries: Tigo Energy Israel Ltd., Foresight Energy, Ltd. (“fSight”), Tigo Energy Italy SRL, Tigo Energy Systems Trading (Suzhou) and Tigo Energy Australia Pty Ltd. Prior to the consummation of the Business Combination (as defined below), the operations of the Company were conducted through Legacy Tigo. Legacy Tigo was incorporated in Delaware in 2007 and commenced operations in 2010.
The Company provides solar and energy storage solutions, including module level power electronics (“MLPE”) designed to maximize the energy output of individual solar modules, delivering more energy, active management, and enhanced safety for utility, commercial, and residential solar arrays. The Company is headquartered in Campbell, California with offices in Europe, Asia and the Middle East.
Entry into a Material Definitive Agreement
On December 5, 2022, Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ROCG (“Merger Sub”), and Legacy Tigo, entered into an Agreement and Plan of Merger, as amended on April 6, 2023 (the “Merger Agreement”), pursuant to which, among other transactions, on May 23, 2023 (the “Closing Date”), Merger Sub merged with and into Legacy Tigo (the “Merger”), with Legacy Tigo surviving the Merger as a wholly-owned subsidiary of ROCG (the Merger, together with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, ROCG changed its name to “Tigo Energy, Inc.”
Please refer to Note 3 “Merger with Roth CH Acquisition IV Co.” for additional details regarding the Business Combination.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Pursuant to the Business Combination, the merger between ROCG and Legacy Tigo was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, ROCG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Tigo. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Closing Date, have been retroactively recasted as shares reflecting the exchange ratio established in the Business Combination. Please refer to Note 3 “Merger with Roth CH Acquisition IV Co.” for additional details regarding the Business Combination.
The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other income, net in the condensed consolidated statements of operations and comprehensive loss and were not material for the three months ended March 31, 2024 and 2023.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly Tigo’s condensed consolidated balance sheet as of March 31, 2024 and its condensed consolidated statements of operations and comprehensive (loss) income, cash flows, and convertible preferred stock and changes stockholders’ equity (deficit) for the three months ended March 31, 2024 and 2023. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024.
6
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2023, has been derived from the audited consolidated balance sheet as of that date. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes thereto for the year ended December 31, 2023.
The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2024.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, valuation allowances and the estimated useful lives of plant and equipment and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information as it becomes available.
Recently issued accounting pronouncements not yet adopted
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.
In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of certain climate-related financial metrics in registrant’s audited financial statements, and, for certain registrants, disclosure regarding such registrant’s greenhouse gas emissions. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that
7
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
is currently pending in the U.S. Court of Appeals for the Eighth Circuit. The Company is currently evaluating the impact of these rules on the Company’s financial statements and related disclosures.
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ROCG was treated as the “acquired” company and Legacy Tigo was considered the “acquirer” for financial reporting purposes. This determination was primarily based on Legacy Tigo stockholders comprising a majority of the voting power of the Company, Legacy Tigo’s senior management comprising substantially all of the senior management of the Company, Legacy Tigo’s relative size compared to ROCG, and Legacy Tigo’s operations prior to the acquisition comprising the only ongoing operations of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Tigo with the Business Combination being treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Tigo. All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio established in the Business Combination of
As part of the reverse recapitalization, Legacy Tigo acquired $
Immediately prior to the closing of the Business Combination:
At the effective time of the Business Combination, each share of Legacy Tigo common stock issued and outstanding immediately prior to the closing (including the shares of Legacy Tigo common stock issued in connection with the foregoing) were canceled and converted into the right to receive a pro rata portion of the merger consideration based on the Exchange Ratio.
In connection with the Business Combination, the Company issued
Immediately following the Business Combination, there were
On January 25, 2023 (“Acquisition Closing Date”), Legacy Tigo acquired
Under the terms of the purchase agreement, total consideration amounted to $
8
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Combination) issued at closing with a fair value of approximately $
Pursuant to the terms of the purchase agreement, the Contingent Shares are subject to adjustment based on certain indemnification obligations, liabilities or settlements that may arise during the contingency period, which ends 18 months following the Acquisition Closing Date. During the year ended December 31, 2023, there was an adjustment recorded against the Contingent Shares related to an unrecorded liability that was not present as of the opening balance sheet date of January 25, 2023, and the number of Contingent Shares was adjusted downward by
The Contingent Shares were recorded as a liability at a fair value of approximately $
On January 25, 2024, consistent with the terms of the purchase agreement, the Company issued the 12-month tranche of Contingent Shares,
At March 31, 2024, the remaining liability was revalued to $
The transaction was accounted for as a business combination pursuant to ASC Topic 805, Business Combinations, using the acquisition method of accounting and in conjunction with the acquisition, Legacy Tigo recognized $
9
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The assets acquired and liabilities assumed were recorded at fair value as follows (in thousands):
Consideration transferred: |
|
|
|
|
Fair value of common stock issued |
|
$ |
|
|
Fair value of contingent shares |
|
|
|
|
Deemed settlement of loan payable |
|
|
|
|
Total consideration |
|
$ |
|
|
|
|
|
|
|
Assets acquired: |
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
Accounts receivable |
|
|
|
|
Property and equipment |
|
|
|
|
Developed technology |
|
|
|
|
Customer relationships |
|
|
|
|
Goodwill |
|
|
|
|
Total assets acquired |
|
$ |
|
|
Liabilities assumed: |
|
|
|
|
Accounts payable |
|
$ |
|
|
Accrued expenses |
|
|
|
|
Net assets acquired |
|
$ |
|
Supplemental Pro Forma Information (Unaudited)
The following table presents supplemental pro-forma information for the three months ended March 31, 2023 as if the merger with fSight had occurred on January 1, 2022. These amounts have been calculated after applying the Company's accounting policies and are based upon currently available information.
|
|
Three Months Ended |
|
|
(in thousands) |
|
March 31, 2023 |
|
|
Net revenue |
|
$ |
|
|
Net income |
|
$ |
|
Supplemental Information of Operating Results
For the three months ended March 31, 2024, the Company’s condensed consolidated statement of operations and comprehensive (loss) income included net revenue of $
Basic net (loss) earnings per share of common stock is computed by dividing net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period, without consideration for potential dilutive shares of common stock. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and if-converted method, as applicable. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities, which include convertible preferred stock.
Under the two-class method, net earnings for the three months ended March 31, 2023 are adjusted by the difference between the fair value of consideration transferred and the carrying amount of convertible preferred stock during periods where the Company redeems its convertible preferred stock. The remaining earnings (undistributed earnings) are allocated to common stock and each series of convertible preferred stock to the extent that each preferred security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock are then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses.
10
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table sets forth the computation of basic and diluted net (loss) earnings per share to common stockholders:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except share and per share data) |
|
2024 |
|
|
2023 |
|
||
Basic net (loss) earnings per common share calculation: |
|
|
|
|
|
|
||
Net (loss) income attributable to common stockholders |
|
$ |
( |
) |
|
$ |
|
|
Undistributed earnings to preferred stock stockholders |
|
|
— |
|
|
|
( |
) |
Net (loss) income attributable to common stockholders – basic |
|
$ |
( |
) |
|
$ |
|
|
Weighted-average shares of common stock outstanding – basic |
|
|
|
|
|
|
||
Net (loss) earnings per share of common stock – basic |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Diluted net (loss) earnings per common share calculation: |
|
|
|
|
|
|
||
Net (loss) income attributable to common stockholders – basic |
|
$ |
( |
) |
|
$ |
|
|
Net (loss) income attributable to common stockholders – diluted |
|
$ |
( |
) |
|
$ |
|
|
Weighted-average shares of common stock outstanding – basic |
|
|
|
|
|
|
||
Outstanding options and restricted stock units |
|
|
— |
|
|
|
|
|
Legacy Tigo warrants and common stock warrants |
|
|
— |
|
|
|
|
|
Weighted-average shares of common stock – diluted |
|
|
|
|
|
|
||
Net (loss) earnings per share of common stock – diluted |
|
$ |
( |
) |
|
$ |
|
The Company excluded the effect of the below elements from our calculation of diluted (loss) earnings per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the period.
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Common stock warrants |
|
|
— |
|
|
|
|
|
Outstanding stock options and restricted stock units |
|
|
|
|
|
|
||
Convertible promissory note |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
Fair Value Measurements
The Company measures its financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:
Level 1: |
Quoted market prices in active markets for identical assets or liabilities; |
Level 2: |
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and |
Level 3: |
Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
11
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:
|
|
Fair value measurement at |
|
|||||||||
(in thousands) |
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|||
March 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|||
Money market accounts |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|||
Corporate bonds |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
U.S. agency securities |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Contingent shares liability from fSight acquisition |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
December 31, 2023 (audited) |
|
|
|
|
|
|
|
|
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|||
Money market accounts |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|||
Corporate bonds |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
U.S. agency securities |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Contingent shares liability from fSight acquisition |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
During the three months ended March 31, 2024 and 2023, there were no transfers between Level 1, Level 2 and Level 3.
The following tables are a summary of the changes in fair value of the Company’s marketable securities as of March 31, 2024 and December 31, 2023, respectively:
|
|
As of March 31, 2024 |
|
|||||||||||||
(in thousands) |
|
Amortized cost |
|
|
Unrealized gain |
|
|
Unrealized loss |
|
|
Fair value |
|
||||
Available-for-sale marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
||
U.S. agency securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total available-for-sale marketable securities |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
|
As of December 31, 2023 |
|
|||||||||||||
(in thousands) |
|
Amortized cost |
|
|
Unrealized gain |
|
|
Unrealized loss |
|
|
Fair value |
|
||||
Available-for-sale marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
U.S. agency securities |
|
|
|
|
|
|
|
$ |
( |
) |
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Long-term assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total available-for-sale marketable securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
12
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of March 31, 2024, available-for-sale securities consisted of investments that mature within one year.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, and customer deposits approximate fair value due to their short-term nature. As of March 31, 2024, the fair value and carrying value of the Company’s Convertible Promissory Note (Note 9) was $
Geographic Net Revenue
The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions.
The following table summarizes net revenue by major geographic region (in millions):
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
EMEA |
|
$ |
|
|
$ |
|
||
Americas |
|
|
|
|
|
|
||
APAC |
|
|
|
|
|
|
||
Total net revenue |
|
$ |
|
|
$ |
|
Deferred Revenue
Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and service. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.
The following table summarizes the changes in deferred revenue:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Balance at the beginning of the period |
|
$ |
|
|
$ |
|
||
Deferral of revenue |
|
|
|
|
|
|
||
Recognition of unearned revenue |
|
|
( |
) |
|
|
( |
) |
Balance at the end of the period |
|
$ |
|
|
$ |
|
As of March 31, 2024, the Company expects to recognize $
The Company recognized approximately $
Product Warranty
The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from
13
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table summarizes the changes in product warranty liability:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Warranty liability, beginning of the period |
|
$ |
|
|
$ |
|
||
Provision for warranty issued during period |
|
|
|
|
|
|
||
Benefit from changes in estimate |
|
|
( |
) |
|
|
( |
) |
Settlements |
|
|
( |
) |
|
|
( |
) |
Warranty liability, end of the period |
|
$ |
|
|
$ |
|
Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):
Inventory, net |
|
March 31, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Finished goods |
|
|
|
|
|
|
||
Inventory, net |
|
$ |
|
|
$ |
|
The inventory reserve was $
Property and equipment, net |
|
Estimated Useful Life |
|
March 31, |
|
|
December 31, |
|
||
Machinery and equipment |
|
|
$ |
|
|
$ |
|
|||
Vehicles |
|
|
|
|
|
|
|
|||
Computer software |
|
|
|
|
|
|
|
|||
Computer equipment |
|
|
|
|
|
|
|
|||
Furniture and fixtures |
|
|
|
|
|
|
|
|||
Leasehold improvements |
|
|
|
|
|
|
|
|||
Construction in progress |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
$ |
|
|
$ |
|
For the three months ended March 31, 2024, and 2023 the Company recorded depreciation expense of $
Accrued expenses and other current liabilities |
|
March 31, |
|
|
December 31, |
|
||
Accrued vacation |
|
$ |
|
|
$ |
|
||
Accrued compensation |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Accrued professional fees |
|
|
|
|
|
|
||
Accrued warehouse and freight |
|
|
|
|
|
|
||
Accrued other |
|
|
|
|
|
|
||
Other current liabilities(1) |
|
|
|
|
|
|
||
Accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
|
|
March 31, |
|
|
December 31, |
|
||
Allowance for credit losses, beginning balance |
|
$ |
|
|
$ |
|
||
Net charges to expense or revenue |
|
|
( |
) |
|
|
|
|
Write-offs, net of recoveries |
|
|
— |
|
|
|
( |
) |
Allowance for credit losses, ending balance |
|
$ |
|
|
$ |
|
14
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Long-term debt consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
Convertible Promissory Note |
|
$ |
|
|
$ |
|
||
Less: unamortized debt discount and issuance costs |
|
|
( |
) |
|
|
( |
) |
Long-term debt, net of unamortized debt discount and issuance costs |
|
$ |
|
|
$ |
|
During the three months ended March 31, 2024, and 2023, the Company recorded amortization of $
Convertible Promissory Notes
On January 9, 2023, the Company entered into the Note Purchase Agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l. (“L1 Energy”) pursuant to which the Company issued the Convertible Promissory Note in the aggregate principal amount of $
Under the terms of the Note Purchase Agreement,
As a result of the Business Combination, the conversion options were bifurcated and accounted for as derivatives. Upon recognition, the Company recorded the conversion options at fair value and associated debt discount of $
15
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Future aggregate principal maturities of long-term debt are as follows as of March 31, 2024 (in thousands):
Remainder of 2024 |
|
$ |
— |
|
2025 |
|
|
— |
|
2026 |
|
|
|
|
2027 |
|
|
— |
|
2028 |
|
|
— |
|
Thereafter |
|
|
— |
|
|
|
$ |
|
Series 2022-1 Notes
In January 2023, concurrently with the Convertible Promissory Note transaction, the Company repaid the Series 2022-1 Notes issued in January 2022 with a principal amount of $
Employment Agreements
The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements.
Legal
In the normal course of business, the Company may become involved in litigation or legal disputes that are not covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify.
Indemnification Agreements
From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from third-party claims or a breach of representation or covenant. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision.
The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or Executive Officer.
The Company believes the current estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these condensed consolidated financial statements do not include a liability for any potential obligations at March 31, 2024.
Common and Preferred Stock
The Company is authorized to issue
The Company is authorized to issue
16
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Common Stock Reserved for Future Issuance
Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows:
|
|
As of March 31, 2024 |
|
|
Stock options issued and outstanding |
|
|
|
|
Restricted stock units issued and outstanding |
|
|
|
|
Shares available for potential conversion of L1 Convertible Note |
|
|
|
|
Shares available for fSight Contingent Shares |
|
|
|
|
Shares available for grant under 2023 Equity Incentive Plan |
|
|
|
|
|
|
|
|
Common Stock Warrants
Legacy Tigo had outstanding warrants to purchase
In connection with the Business Combination, the Company assumed
On August 9, 2023, the Company announced the redemption of all of its outstanding Public Warrants and Private Warrants to purchase shares of Common Stock that were issued under the Warrant Agreement, dated as of August 5, 2021, by and among the Company and Continental Stock Transfer & Trust Company, as warrant agent, at a redemption price of $
Under the terms of the Warrant Agreement, the Company was entitled to redeem all of its outstanding Warrants for $
A total of
The Company paid $
Convertible Preferred Stock
In connection with the Business Combination, as discussed in Note 3, the Company issued
Convertible Preferred Stock Warrants
Warrants to purchase a total of
17
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
was subsequently converted into Legacy Tigo common stock pursuant to the conversion rate in effect immediately prior to the consummation of the Business Combination and all related Legacy Tigo convertible preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy Tigo convertible preferred stock warrants except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Business Combination, as discussed in Note 3, all outstanding Series C convertible preferred stock warrants were exercised resulting in the net issuance of
The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than
In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants.
Under the 2018 Plan, the Board of Directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than
In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants.
Through March 31, 2024, the Company has granted
Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”. The Company has authorized
18
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards.
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Research and development |
|
$ |
|
|
$ |
|
||
Sales and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Cost of sales |
|
|
|
|
|
|
||
Total stock-based compensation |
|
$ |
|
|
$ |
|
Stock Options
The following table summarizes stock option activity for the Plans for the three months ended March 31, 2024:
|
|
Number |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate intrinsic value (in 000's) |
|
||||
Outstanding at December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Granted |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
||
Exercised |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Expired |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Outstanding at March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|
|
As of March 31, 2024, the total unrecognized compensation expense related to unvested stock option awards was $
The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below.
19
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
There were
|
|
March 31, 2023 |
|
|
Expected volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Expected term (in years) |
|
|
|
|
Expected dividend yield |
|
|
— |
% |
Restricted Stock Units
The following table summarizes RSU activity for the Plans for the three months ended March 31, 2024:
|
|
Number |
|
|
Weighted |
|
||
Outstanding at December 31, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding at March 31, 2024 |
|
|
|
|
$ |
|
As of March 31, 2024, the total unrecognized compensation expense related to unvested RSUs was $
As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, Philippines and Thailand. All of the Company leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than
When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to
The components of lease expense are as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Operating lease costs |
|
$ |
|
|
$ |
|
||
Variable lease costs |
|
|
|
|
|
|
||
Total lease cost |
|
$ |
|
|
$ |
|
Other information related to leases was as follows:
|
|
Three Months Ended March 31, |
|
|||||
Supplemental Cash Flows Information (in thousands) |
|
2024 |
|
|
2023 |
|
||
Operating lease right of use assets obtained in exchange for operating lease liabilities |
|
$ |
|
|
$ |
|
||
Cash paid for amounts included in the measurement of lease liabilities |
|
$ |
|
|
$ |
|
20
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Weighted average remaining lease term (years) |
|
|
|
|
|
|
||
Weighted average discount rate |
|
|
% |
|
|
% |
Future maturities of lease liabilities were as follows as of March 31, 2024:
(in thousands) |
|
Operating Leases |
|
|
Remainder of 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total future minimum lease payments |
|
$ |
|
|
Less: imputed interest |
|
|
|
|
Present value of lease liabilities |
|
$ |
|
As of March 31, 2024, the Company had a goodwill balance of $
The Company's intangible assets by major asset class are as follows:
|
|
March 31, 2024 |
|
|||||||||||||
(in thousands, except for useful life amounts) |
|
Weighted Average Useful Life (Years) |
|
Gross |
|
|
|
Accumulated Amortization |
|
|
|
Net Book Value |
|
|||
Amortizing: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Patents |
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Developed technology |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total intangible assets |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
December 31, 2023 |
|
|||||||||||||
(in thousands, except for useful life amounts) |
|
Weighted Average Useful Life (Years) |
|
Gross |
|
|
|
Accumulated Amortization |
|
|
|
Net Book Value |
|
|||
Amortizing: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Patents |
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Developed technology |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total intangible assets |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
The Company recognized amortization expense related to intangible assets of $
21
Tigo Energy, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Amortization expense related to intangible assets at March 31, 2024 in each of the next five years and beyond is expected to be incurred as follows (in thousands):
(in thousands) |
|
Amount |
|
|
Remainder of 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The Company’s effective tax rates for the three months ended March 31, 2024, and 2023 differ from the federal statutory rate of
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes thereto included in our 2023 Annual Report. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors” in the 2023 Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us,” “the Company” or other similar terms refer to the business and operations of Tigo Energy, Inc. and its subsidiaries prior to the Business Combination (“Legacy Tigo”) and Tigo Energy Inc. following the consummation of the Business Combination. References to “ROCG” refer to Roth CH Acquisition IV Co. prior to the consummation of the Business Combination.
Overview
Our mission is to deliver smart systems solutions, combining hardware and software, which enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. We believe we are a worldwide leader in the development and delivery of products and solutions that are flexible and dependable, increase the energy generation of solar energy systems and address the need for change. We primarily offer products and services through distributors and solar installers. We have a worldwide footprint with product installations in over 100 countries and on all seven continents.
Key Factors that May Influence Future Results of Operations
Our financial results of operations may not be comparable from period to period due to several factors. Key factors affecting our results of operations are summarized below.
Demand for Products. The demand for our products in Europe and the United States experienced a notable slowdown beginning in the second quarter in 2023 and continued into the first quarter of 2024. In Europe, the slowdown was primarily due to elevated inventory levels with distributors and an overall channel inventory correction as they responded to a slower demand environment. Additionally, there has been uncertainty surrounding the net energy metering policies and solar export penalties in the European markets, such as Germany, Belgium, Italy and the United Kingdom, which also contributed to the overall slowdown in demand in Europe. In the United States, the slowdown was primarily attributable due to higher interest rates than recent prior periods and the transition from the second iteration of net metering (“NEM 2.0”) to the third iteration of net metering (“NEM 3.0”) in California. The factors noted above have led to elevated inventory levels with distributors and installers in both regions. Given these factors, revenues have been, and may continue to be, adversely affected in 2024.
In response to the factors noted above, we reduced staffing levels across all geographies in December 2023 by approximately 15%, and in April 2024 by approximately 10%. As a result, we expect to reduce cash expenditures associated with the reduction of personnel costs by approximately $7.3 million in 2024.
Unfavorable Macroeconomic and Market Conditions. The global macroeconomic and market uncertainty, including higher interest rates and inflation, has caused disruptions in financial markets and may continue to have an adverse effect on the U.S. and world economies. Since the second quarter of 2023, we have experienced a significant number of customer requests to delay purchase order deliveries and a smaller number of purchase order cancellations and returns. Other customers may decide to delay purchasing our products and services or not purchase at all. A tighter credit market for consumer and business spending could, in turn, adversely affect spending levels of installers and end users and lead to increased price competition for our products. Reductions in customer spending in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, have adversely affected, and could continue to adversely affect our business, results of operations and financial condition.
Managing Supply Chain. We rely on contract manufacturers and suppliers to produce our components. Our ability to grow depends, in part, on the ability of our contract manufacturers and suppliers to provide high quality services and deliver components and finished products on time and at reasonable costs. While we have diversified our supply chain, some of our suppliers and contract manufacturers are sole-source suppliers. Our concentration of suppliers could lead to supply shortages, long lead times for components and supply changes. A significant portion of our supply chain originates in Thailand and China. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, it could delay the manufacturing and delivery of our products, which would adversely impact our cash flows and results of operations, including revenue and gross margin. In addition, in a slowing economic environment, our inventory levels may continue to increase due to existing purchase commitments and our ability to negotiate volume pricing discounts may be impaired.
23
Expansion of Sales with Existing Customers and Adding New Customers. Our future revenue growth is, in part, dependent on our ability to expand product offerings and services in the U.S. residential market. In our North American market, revenue is generally generated from our product offerings and services in the commercial and industrial markets. In order to continue revenue growth, we plan to expand our presence in the residential market through offerings with residential solar providers. We also expect to continue to evaluate and invest in new market opportunities internationally. We believe that our entry into new markets will continue to facilitate revenue growth and customer diversification. We primarily acquire new customers through collaboration with our industry partners and distributors. While we expect that a substantial portion of our future revenues in the near-term will be generated from our existing customers, we expect to invest in our sales and marketing to broaden reach with new residential customers in the U.S. and EMEA.
Expansion of New Products and Services. We have made substantial investments in research and development and sales and marketing to achieve a leading position in our market and revenue growth. While a majority of our revenue is generated from the sale of our MLPE products, we intend to continue the development and promotion of our GO Energy Storage Systems (“GO ESS”) and Predict+ product and service lines.
Key Operating and Financial Metrics
We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe the operating and financial metrics presented are useful in evaluating our operating performance, as they are similar to measures used by our public competitors and are regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects.
The following table sets forth these metrics for the periods presented:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except percentages) |
|
2024 |
|
|
2023 |
|
||
Net revenue |
|
$ |
9,802 |
|
|
$ |
50,058 |
|
Gross profit |
|
$ |
2,766 |
|
|
$ |
18,369 |
|
Gross margin |
|
|
28.2 |
% |
|
|
36.7 |
% |
(Loss) income from operations |
|
$ |
(9,088 |
) |
|
$ |
7,820 |
|
Net (loss) income |
|
$ |
(11,506 |
) |
|
$ |
6,910 |
|
Gross Profit and Gross Margin
We define gross profit as total net revenue less cost of revenue, and define gross margin, expressed as a percentage, as the ratio of gross profit to revenue. Gross profit and margin can be used to understand our financial performance and efficiency and allow investors to evaluate its pricing strategy and compare it against competitors. We use these metrics to make strategic decisions identifying areas for improvement, set targets for future performance and make informed decisions about how to allocate resources going forward.
Key Components and Comparison of Results of Operations
Net Revenue
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|||||||
(in thousands, except percentages) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
||||
Net revenue |
|
$ |
9,802 |
|
|
$ |
50,058 |
|
|
$ |
(40,256 |
) |
|
|
(80.4 |
)% |
Three Months ended March 31, 2024, and 2023
Net revenue decreased by $40.3 million or 80.4% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to the solar industry experiencing a broad-based slowdown in both the U.S. and European markets, that resulted in elevated inventory with distributors and installers, and as a result the overall demand for our products and services decreased as distributors and installers responded to this slower demand environment. In the Americas region, this slowdown was primarily the result of higher interest rates and the transition from NEM 2.0 to NEM 3.0 in California. In the EMEA region, this slowdown was primarily the result of a decrease in customer purchases in Europe after a surge of sales were realized in 2022 and going into the first half of 2023
24
due to higher energy prices in Europe related to the onset of the armed conflict in Ukraine in 2022, and overall channel inventory correction.
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|||||||
(in thousands, except percentages) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
||||
EMEA |
|
$ |
5,789 |
|
|
$ |
40,259 |
|
|
$ |
(34,470 |
) |
|
|
(85.6 |
)% |
Americas |
|
|
2,738 |
|
|
|
6,981 |
|
|
|
(4,243 |
) |
|
|
(60.8 |
)% |
APAC |
|
|
1,275 |
|
|
|
2,818 |
|
|
|
(1,543 |
) |
|
|
(54.8 |
)% |
Total net revenue |
|
$ |
9,802 |
|
|
$ |
50,058 |
|
|
$ |
(40,256 |
) |
|
|
(80.4 |
)% |
Three Months ended March 31, 2024, and 2023
Cost of Revenue and Gross Profit
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|||||||
(in thousands, except percentages) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
||||
Cost of revenue |
|
$ |
7,036 |
|
|
$ |
31,689 |
|
|
$ |
(24,653 |
) |
|
|
(77.8 |
)% |
Gross profit |
|
$ |
2,766 |
|
|
$ |
18,369 |
|
|
$ |
(15,603 |
) |
|
|
(84.9 |
)% |
|
|
Three Months Ended March 31, |
|
|||||||||
|
|
2024 |
|
|
2023 |
|
|
Change |
|
|||
Gross margin |
|
|
28.2 |
% |
|
|
36.7 |
% |
|
|
(8.5 |
)% |
Three Months ended March 31, 2024, and 2023
Cost of revenue decreased by $24.7 million or 77.8% and gross profit decreased by $15.6 million or 84.9% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to an 80.4% decrease in net revenue for the three months ended March 31, 2024 compared to the same period in 2023.
Gross margin decreased by 8.5% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to sales promotions and discounts related to the Company’s GO ESS product line.
Research and Development
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|||||||
(in thousands, except percentages) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
||||
Research and development |
|
$ |
2,471 |
|
|
$ |
2,214 |
|
|
$ |
257 |
|
|
|
11.6 |
% |
Percentage of net revenue |
|
|
25.2 |
% |
|
|
4.4 |
% |
|
|
|
|
|
|
Three Months ended March 31, 2024, and 2023
Research and development expense increased by $0.3 million or 11.6% for the three months ended March 31, 2024, as compared to the same period in 2023. Research and development expense as percentage of net revenue increased to 25.2% for the three months ended March 31, 2024, compared to 4.4% for the same period in 2023. The overall increase was primarily driven by higher personnel-related expenses attributable to higher personnel-related stock-based compensation expenses, in addition to an increase in consulting
25
expense. The amount of research and development expenses may fluctuate from period to period due to differing levels and stages of development activity.
Sales and Marketing
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|||||||
(in thousands, except percentages) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
||||
Sales and marketing |
|
$ |
4,603 |
|
|
$ |
4,772 |
|
|
$ |
(169 |
) |
|
|
(3.5 |
)% |
Percentage of net revenue |
|
|
47.0 |
% |
|
|
9.5 |
% |
|
|
|
|
|
|
Three Months ended March 31, 2024, and 2023
Sales and marketing expense remained consistent for the three months ended March 31, 2024, as compared to the same period in 2023. Sales and marketing expense as a percentage of net revenue increased by 37.5% primarily due to a decrease in net revenues for the three months ending March 31, 2024 compared to the same period in 2023.
General and Administrative
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|||||||
(in thousands, except percentages) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
||||
General and administrative |
|
$ |
4,780 |
|
|
$ |
3,563 |
|
|
$ |
1,217 |
|
|
|
34.2 |
% |
Percentage of net revenue |
|
|
48.8 |
% |
|
|
7.1 |
% |
|
|
|
|
|
|
Three Months ended March 31, 2024, and 2023
General and administrative expense increased by $1.2 million or 34.2% for the three months ended March 31, 2024, as compared to the same period in 2023. The increase was primarily related to higher personnel-related stock-based compensation expenses, and an increase in professional fees, which is attributable to higher audit fees and legal expenses.
Other Expenses, Net
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
|
|
|
|
|
Change in |
|
|||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
||||
Change in fair value of preferred stock warrant and contingent shares liability |
|
$ |
(196 |
) |
|
$ |
512 |
|
|
$ |
(708 |
) |
|
|
(138.3 |
)% |
Loss on debt extinguishment |
|
|
— |
|
|
|
171 |
|
|
|
(171 |
) |
|
|
(100.0 |
)% |
Interest expense |
|
|
2,826 |
|
|
|
778 |
|
|
|
2,048 |
|
|
|
263.2 |
% |
Other income, net |
|
|
(212 |
) |
|
|
(551 |
) |
|
|
339 |
|
|
|
(61.5 |
)% |
Total other expenses, net |
|
$ |
2,418 |
|
|
$ |
910 |
|
|
$ |
1,508 |
|
|
|
165.7 |
% |
Three Months ended March 31, 2024, and 2023
Change in fair value of preferred stock warrant and contingent shares liability decreased by $0.7 million or 138.3% for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to a decrease in mark-to-market expense associated with the contingent shares related to the fSight acquisition.
The loss on debt extinguishment for the three months ended March 31, 2023, is primarily related to the repayment of our Series 2022-1 Notes.
Interest expense increased by $2.0 million or 263.2% for the three months ended March 31, 2024, as compared to the same period in 2023. This increase is primarily due to the amortization of the debt discount of $23.5 million that was recorded upon the bifurcation of the conversion options at the time of the Business Combination. Please see Note 9, “Long-Term Debt,” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information on the conversion options.
26
Other income, net decreased $0.3 million or 61.5% for the three months ended March 31, 2024, as compared to the same period in 2023. This decrease is primarily due to a decrease in interest income from the Company’s marketable securities, as the underlying asset base generating interest income decreased during the three months ended March 31, 2024 compared to the same period in 2023.
Liquidity and Capital Resources
Our principal sources of liquidity are cash, cash equivalents and marketable securities. As of March 31, 2024, the Company held $21.9 million in cash, cash equivalents and marketable securities which were held primarily for working capital purposes. Our working capital, which we define as current assets less current liabilities, decreased by $4.1 million to $74.2 million as March 31, 2024 compared to $78.3 million as of December 31, 2023. The decrease in working capital during this period is primarily attributable to lower marketable securities and inventory balances, and is partially offset by a decrease in accounts payable and accrued expenses and other current liabilities. During the first quarter of 2024, revenues stabilized on a sequential quarter basis but declined on a year over year basis. While we have been actively working on reducing our inventory levels, these efforts will depend on our ability to increase future quarterly revenues, maintain a minimal level of inventory purchases with suppliers, and our ability to recover the book value of inventory. In the first quarter of 2024, we reduced our inventory levels by $5.6 million from December 31, 2023, and expect lower inventory levels and positive working capital cash conversion throughout the remainder of 2024. We believe that our cash position is sufficient to meet our capital and liquidity requirements for at least the next 12 months from the date of this Quarterly Report on Form 10-Q.
In the future, our ability to sustain operations and invest in new technologies may necessitate seeking additional equity or debt financing. Our capital needs will be influenced by several factors, including our revenue growth rate, the success of our future product development and capital investments, and the timing and extent of spending to support further sales and marketing and research and development efforts. In addition, we have incurred and expect to continue to incur additional costs as a result of operating as a public company. In the event that additional financing is required from outside sources, we cannot be certain that any additional financing will be available to us on acceptable terms, or at all. If we are required but unable to raise additional capital or generate cash flows to sustain or expand our business, our business, operating results, and financial condition could be adversely affected.
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
|
|
|
|
||
(in thousands, except percentages) |
|
2024 |
|
|
2023 |
|
||
Net cash used in operating activities |
|
$ |
(11,266 |
) |
|
$ |
(5,087 |
) |
Net cash provided (used) by investing activities |
|
|
15,636 |
|
|
|
(10,655 |
) |
Net cash provided by financing activities |
|
|
250 |
|
|
|
28,631 |
|
Net increase in cash and cash equivalents |
|
$ |
4,620 |
|
|
$ |
12,889 |
|
Management closely monitors expenditures and is focused on obtaining new customers and continuing to develop our products and services. Cash from operations and our liquidity could also be affected by various risks and uncertainties, including, but not limited to, economic concerns related to interest rates, inflation or the supply chain, including timing of cash collections from customers and other risks which are detailed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors” in the 2023 Annual Report.
Cash Flows Used in Operating Activities
Operating cash flows consists primarily of net loss adjusted for certain non-cash items and changes in operating assets and liabilities. Cash used in operating activities increased by $6.2 million for the three months ended March 31, 2024, as compared to the same period in 2023, which was primarily driven by a higher net loss in the first quarter of 2024 compared to the same period in 2023, which is a result of the negative macroeconomic factors that are noted above. The increase in net cash used in operating activities was partially offset by increases in non-cash expenses related to stock-based compensation and accretion of interest expense.
Cash Flows Used in Investing Activities
Net cash provided by investing activities increased by $26.3 million for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to the proceeds from the sale and maturities of a portion of the Company’s marketable securities.
27
Cash Flows Provided by Financing Activities
Net cash provided by financing activities decreased by $28.4 million in the three months ended March 31, 2024, compared to the same period in 2023. For the three months ended March 31, 2024, we received proceeds of $0.3 from the exercise of stock options by employees. For the three months ended March 31, 2023, we received proceeds of $50.0 million from the Convertible Promissory Note, which was partially offset by the $20.8 million repayment of the Series 2022-1 Notes.
Contractual Obligations
Our contractual obligations primarily consist of our Convertible Promissory Note, obligations under operating leases and inventory component purchases. As of March 31, 2024, there have been no material changes from our disclosure in our 2023 Annual Report. For more information on our future minimum operating leases, see Note 13, “Leases” and for more information on our Convertible Promissory Notes and other related debt, see Note 9, “Long-Term Debt,” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
During the periods presented, the Company did not have any off-balance sheet arrangements.
Critical Accounting Estimates
For the period ended March 31, 2024, there have been no material changes to our critical accounting estimates from the information reported in our 2023 Annual Report.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on the Company’s condensed consolidated financial statements, see Part I, Note 2, “Summary of Significant Accounting Policies”, in the notes to condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls were effective as of March 31, 2024.
28
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in the section entitled “Risk Factors” in Part I, Item 1A, of the Company’s 2023 Annual Report, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
29
Item 6. Exhibits
Exhibit No. |
|
Description |
3.1 |
|
|
3.2 |
|
Amended and Restated Bylaws of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023). |
10.1 |
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) |
31.2 |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) |
32.1* |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) |
32.2* |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) |
101.INS |
|
Inline 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 |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
|
|
Filed herewith. |
|
|
* Furnished herewith. |
|
|
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Tigo Energy, Inc. |
|
|
|
|
|
|
|
By: |
/s/ Bill Roeschlein |
|
|
|
Bill Roeschlein |
|
|
|
Chief Financial Officer |
Date: May 14, 2024 |
|
|
|
31
Exhibit 10.1
TIGO ENERGY, INC.
INDEPENDENT DIRECTOR COMPENSATION POLICY
AND STOCK OWNERSHIP GUIDELINES
APPROVED JUNE 10, 2023; AMENDED APril 4, 2024
Tigo Energy, Inc. (the “Company”) believes that the granting of cash and equity compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (“Independent Directors”). This Independent Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity awards to its Independent Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Tigo Energy, Inc. 2023 Equity Incentive Plan, as amended from time to time, or if such plan no longer is in use at the time of the grant of an equity award, the meaning given such term or similar term in the equity plan then in place under which the equity award is granted (the “Plan”). Each Independent Director will be solely responsible for any tax obligations incurred by such Independent Director as a result of the compensation such Independent Director receives under this Policy.
|
|
|
Non-Employee Chair $20,000
Lead Independent Director $20,000
Audit Committee Chair $20,000
Compensation Committee Chair $15,000
Nominating & Governance Chair $10,000
|
2 |
|
|
3 |
|
|
4 |
|
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zvi Alon, certify that:
Date: May 14, 2024 |
|
|
|
|
/s/ Zvi Alon |
|
Zvi Alon |
|
Chief Executive Officer and Chairman of the Board |
|
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bill Roeschlein, certify that:
Date: May 14, 2024 |
|
|
|
|
/s/ Bill Roeschlein |
|
Bill Roeschlein |
|
Chief Financial Officer |
|
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report on Form 10-Q of Tigo Energy, Inc. (the “Company”) for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zvi Alon, Chief Executive Officer of the Company, certify, 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 my knowledge:
Dated: May 14, 2024
|
/s/ Zvi Alon |
|
Zvi Alon |
|
Chief Executive Officer and Chairman of the Board |
|
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report on Form 10-Q of Tigo Energy, Inc. (the “Company”) for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bill Roeschlein, Chief Financial Officer of the Company, certify, 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 my knowledge:
Dated: May 14, 2024
|
/s/ Bill Roeschlein |
|
Bill Roeschlein |
|
Chief Financial Officer |
|
(Principal Financial and Accounting Officer) |
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
Jan. 25, 2023 |
Dec. 31, 2022 |
---|---|---|---|---|
Statement of Financial Position [Abstract] | ||||
Accounts receivable, net for allowance of credit losses (in Dollars) | $ 3,159 | $ 4,011 | $ 76 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 150,000,000 | 150,000,000 | ||
Common stock issued (in Shares) | 60,358,166 | 58,751,666 | 5,598,751 | |
Common stock, outstanding | 60,358,166 | 58,751,666 |
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) |
3 Months Ended |
---|---|
Mar. 31, 2023 | |
Business acquisition shares exchange ratio | 0.23334% |
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Cash Flows from Operating activities: | ||
Net (loss) income | $ (11,506) | $ 6,910 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 310 | 242 |
Reserve for inventory obsolescence | 423 | 52 |
Change in fair value of preferred stock warrant and contingent shares liability | (196) | 512 |
Non-cash interest expense | 2,235 | 47 |
Stock-based compensation | 2,505 | 366 |
Allowance for credit losses | (990) | 109 |
Loss on debt extinguishment | 171 | |
Non-cash lease expense | 300 | 167 |
Accretion of interest on marketable securities | (128) | (7) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,546 | (16,535) |
Inventory | 5,221 | (11,780) |
Prepaid expenses and other assets | 845 | (1,175) |
Accounts payable | (9,448) | 14,815 |
Accrued expenses and other liabilities | (2,207) | 407 |
Deferred revenue | 250 | 486 |
Warranty liability | (153) | 275 |
Operating lease liabilities | (273) | (149) |
Net cash used in operating activities | (11,266) | (5,087) |
Investing activities: | ||
Purchase of marketable securities | (10,068) | |
Acquisition of fSight | 55 | |
Purchase of intangible assets | (450) | |
Purchase of property and equipment | (367) | (192) |
Sales and maturities of marketable securities | 16,003 | |
Net cash provided (used) by investing activities | 15,636 | (10,655) |
Financing activities: | ||
Proceeds from Convertible Promissory Note | 50,000 | |
Repayment of from Series 2022-1 Notes | (20,833) | |
Payment of financing costs | (100) | |
Payment of deferred issuance costs related to future equity issuance | (527) | |
Proceeds from exercise of stock options | 250 | 91 |
Net cash provided by financing activities | 250 | 28,631 |
Net increase in cash and cash equivalents | 4,620 | 12,889 |
Cash and cash equivalents at beginning of period | 4,405 | 37,717 |
Cash and cash equivalents at end of period | 9,025 | 50,606 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,250 | 168 |
Cash paid for income taxes | 126 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Deferred issuance costs related to future equity issuance in accrued expenses and accounts payable | 174 | |
Financing costs in accounts payable | 257 | |
Operating lease right of use assets obtained in exchange for operating lease liabilities | 82 | 1,266 |
Property and equipment in accounts payable | 32 | 1,026 |
Non-cash consideration paid for the acquisition of fSight | 239 | 10,078 |
Contingent shares liability from fSight acquisition | 92 | 1,990 |
Unrealized gain resulting from change in fair value of marketable securities | $ 12 | $ 14 |
Nature of Operations |
3 Months Ended |
---|---|
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Tigo Energy, Inc. (f/k/a Roth CH Acquisition IV Co.) and subsidiaries (together, the “Company”) consists of Tigo Energy, Inc. (“Tigo”), its wholly-owned direct subsidiary: Tigo Energy MergeCo, Inc. (f/k/a Tigo Energy, Inc.) (“Legacy Tigo”), and its wholly-owned indirect subsidiaries: Tigo Energy Israel Ltd., Foresight Energy, Ltd. (“fSight”), Tigo Energy Italy SRL, Tigo Energy Systems Trading (Suzhou) and Tigo Energy Australia Pty Ltd. Prior to the consummation of the Business Combination (as defined below), the operations of the Company were conducted through Legacy Tigo. Legacy Tigo was incorporated in Delaware in 2007 and commenced operations in 2010. The Company provides solar and energy storage solutions, including module level power electronics (“MLPE”) designed to maximize the energy output of individual solar modules, delivering more energy, active management, and enhanced safety for utility, commercial, and residential solar arrays. The Company is headquartered in Campbell, California with offices in Europe, Asia and the Middle East. Entry into a Material Definitive Agreement On December 5, 2022, Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ROCG (“Merger Sub”), and Legacy Tigo, entered into an Agreement and Plan of Merger, as amended on April 6, 2023 (the “Merger Agreement”), pursuant to which, among other transactions, on May 23, 2023 (the “Closing Date”), Merger Sub merged with and into Legacy Tigo (the “Merger”), with Legacy Tigo surviving the Merger as a wholly-owned subsidiary of ROCG (the Merger, together with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, ROCG changed its name to “Tigo Energy, Inc.” Please refer to Note 3 “Merger with Roth CH Acquisition IV Co.” for additional details regarding the Business Combination. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Pursuant to the Business Combination, the merger between ROCG and Legacy Tigo was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, ROCG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Tigo. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Closing Date, have been retroactively recasted as shares reflecting the exchange ratio established in the Business Combination. Please refer to Note 3 “Merger with Roth CH Acquisition IV Co.” for additional details regarding the Business Combination. The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other income, net in the condensed consolidated statements of operations and comprehensive loss and were not material for the three months ended March 31, 2024 and 2023. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly Tigo’s condensed consolidated balance sheet as of March 31, 2024 and its condensed consolidated statements of operations and comprehensive (loss) income, cash flows, and convertible preferred stock and changes stockholders’ equity (deficit) for the three months ended March 31, 2024 and 2023. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2023, has been derived from the audited consolidated balance sheet as of that date. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes thereto for the year ended December 31, 2023. |
Summary of Significant Accounting Policies |
3 Months Ended |
---|---|
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2024. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, valuation allowances and the estimated useful lives of plant and equipment and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information as it becomes available. Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of certain climate-related financial metrics in registrant’s audited financial statements, and, for certain registrants, disclosure regarding such registrant’s greenhouse gas emissions. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. The Company is currently evaluating the impact of these rules on the Company’s financial statements and related disclosures. |
Merger with Roth CH Acquisition IV Co. |
3 Months Ended |
---|---|
Mar. 31, 2024 | |
Roth CH Acquisition IV Co. | |
Business Acquisition [Line Items] | |
Merger with Roth CH Acquisition IV Co. | 3. Merger with Roth CH Acquisition IV Co. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ROCG was treated as the “acquired” company and Legacy Tigo was considered the “acquirer” for financial reporting purposes. This determination was primarily based on Legacy Tigo stockholders comprising a majority of the voting power of the Company, Legacy Tigo’s senior management comprising substantially all of the senior management of the Company, Legacy Tigo’s relative size compared to ROCG, and Legacy Tigo’s operations prior to the acquisition comprising the only ongoing operations of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Tigo with the Business Combination being treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Tigo. All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio established in the Business Combination of 0.233335 (the “Exchange Ratio”) to affect the reverse recapitalization. As part of the reverse recapitalization, Legacy Tigo acquired $2.2 million of cash, $0.6 million of prepaid expenses and insurance and assumed $3,400 of accrued expenses and $61,000 of income tax payable. The Company incurred $6.1 million in transaction costs relating to the Business Combination, which were charged directly to additional paid-in capital to the extent of cash received. Transaction costs in excess of cash acquired of $3.9 million were charged to general and administrative expenses. Immediately prior to the closing of the Business Combination: • all shares of Legacy Tigo’s outstanding Series E, Series D, Series C-1, Series C, Series B-4, Series B-3, Series B-2, Series B-1, Series A-4, Series A-3, Series A-2, and Series A-1 convertible preferred stock were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis and additional shares of Legacy Tigo common stock were issued to settle the accumulated dividend to the Series E and Series D convertible preferred stockholders of $12.6 million; • all common warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis; and • all preferred warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo preferred stock on a one-to-one basis, and subsequently converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis. At the effective time of the Business Combination, each share of Legacy Tigo common stock issued and outstanding immediately prior to the closing (including the shares of Legacy Tigo common stock issued in connection with the foregoing) were canceled and converted into the right to receive a pro rata portion of the merger consideration based on the Exchange Ratio. In connection with the Business Combination, the Company issued 1,700,498 shares of Common Stock to former stockholders of ROCG and 118,021 shares of Common Stock to Roth Capital Partners, LLC. Immediately following the Business Combination, there were 58,144,543 shares of Common Stock issued and outstanding, options to purchase an aggregate of 4,358,301 shares of Common Stock and 5,768,750 warrants outstanding to purchase shares of Common Stock. |
Acquisition of Foresight Energy, Ltd. |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
fSight | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of Foresight Energy, Ltd. | 4. Acquisition of Foresight Energy, Ltd. On January 25, 2023 (“Acquisition Closing Date”), Legacy Tigo acquired 100% of the equity interests of fSight. The results of fSight’s operations have been included in the condensed consolidated financial statements since the Acquisition Closing Date. fSight primarily focuses on developing and marketing a software as a service platform, based on artificial intelligence for the smart management of electrical energy. The acquisition expands the Company’s ability to leverage energy consumption and production data for solar energy producers, adding a prediction platform that provides actionable system performance data, from the grid down to the module level. Under the terms of the purchase agreement, total consideration amounted to $13.2 million which consisted of 5,598,751 shares of Legacy Tigo’s common stock (which represents 1,306,385 shares of Common Stock on an as-converted basis as a result of the Business Combination) issued at closing with a fair value of approximately $11.0 million, 737,233 shares of Legacy Tigo’s common stock (which represents 172,022 shares of Common Stock on an as-converted basis as a result of the Business Combination) with a fair value of approximately $1.4 million to be issued 12 months from closing and 368,617 shares of Legacy Tigo’s common stock (which represents 86,011 shares of Common Stock on an as-converted basis as a result of the Business Combination) with a fair value of approximately $0.7 million to be issued 18 months from closing (collectively with the shares to be issued at 12 months “Contingent Shares”). In addition to the consideration in the purchase agreement, there is an additional $0.5 million in consideration related to a loan that the Company issued to fSight prior to the Acquisition Closing Date, for a total consideration transferred of $13.7 million. The loan payable was deemed settled immediately following the Acquisition Closing Date. Pursuant to the terms of the purchase agreement, the Contingent Shares are subject to adjustment based on certain indemnification obligations, liabilities or settlements that may arise during the contingency period, which ends 18 months following the Acquisition Closing Date. During the year ended December 31, 2023, there was an adjustment recorded against the Contingent Shares related to an unrecorded liability that was not present as of the opening balance sheet date of January 25, 2023, and the number of Contingent Shares was adjusted downward by 5,745 shares to reflect this change. As of December 31, 2023, there was a total of up to 252,288 Contingent Shares that may be issued pursuant to the terms of the purchase agreement. The Contingent Shares were recorded as a liability at a fair value of approximately $2.1 million on the Acquisition Closing Date based on the fair value of Legacy Tigo’s common stock at the Acquisition Closing Date. The contingent shares liability is recorded in accrued expenses and other current liabilities within the condensed consolidated balance sheet. On January 25, 2024, consistent with the terms of the purchase agreement, the Company issued the 12-month tranche of Contingent Shares, 166,271 shares of its Common Stock, to certain former equity holders of fSight. At January 25, 2024, the liability was revalued to $0.4 million based upon the Company’s Common Stock fair value per share at that date. A mark-to-market gain of $0.2 million was recorded upon the remeasurement at January 25, 2024. Upon issuance of the 12-month tranche of Contingent Shares on January 25, 2024, the Company reduced the liability by the fair value associated with the 12-month tranche of Contingent Shares by $0.2 million and subsequently recorded an increase to additional paid-in capital on the Company’s condensed consolidated balance sheet. As of March 31, 2024, there was a total of up to 86,017 Contingent Shares that may be issued pursuant to the terms of the purchase agreement. At March 31, 2024, the remaining liability was revalued to $0.1 million based upon the Company’s Common Stock fair value per share on March 28, 2024, the last trading day of the reporting period. For the three months ended March 31, 2024 and 2023, the Company recognized a $0.2 million mark-to-market gain and $0.2 million mark-to-market expense, respectively. Mark-to-market expense and gains are recorded in the change in fair value of preferred stock warrant and contingent share liability financial statement line item within the condensed consolidated statement of operations and comprehensive (loss) income for the three months ended March 31, 2024 and 2023. The transaction was accounted for as a business combination pursuant to ASC Topic 805, Business Combinations, using the acquisition method of accounting and in conjunction with the acquisition, Legacy Tigo recognized $0.1 million of acquisition-related costs during the three months ended March 31, 2023. The Company did not incur any expense associated with acquisition-related costs during the three months ended March 31, 2024. The acquisition-related costs, which were expensed as incurred, are recorded in general and administrative expenses on the condensed consolidated statement of operations and comprehensive (loss) income. The assets acquired and liabilities assumed were recorded at fair value as follows (in thousands):
Supplemental Pro Forma Information (Unaudited) The following table presents supplemental pro-forma information for the three months ended March 31, 2023 as if the merger with fSight had occurred on January 1, 2022. These amounts have been calculated after applying the Company's accounting policies and are based upon currently available information.
Supplemental Information of Operating Results For the three months ended March 31, 2024, the Company’s condensed consolidated statement of operations and comprehensive (loss) income included net revenue of $0.2 million and a net loss of $0.5 million attributable to fSight. For the three months ended March 31, 2023, the Company’s condensed consolidated statement of operations and comprehensive (loss) income included net revenue of $0.1 million and a net loss of $0.3 million attributable to fSight. |
Net (Loss) Earnings Per Share |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net (Loss) Earnings Per Share | 5. Net (Loss) Earnings Per Share Basic net (loss) earnings per share of common stock is computed by dividing net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period, without consideration for potential dilutive shares of common stock. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and if-converted method, as applicable. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities, which include convertible preferred stock. Under the two-class method, net earnings for the three months ended March 31, 2023 are adjusted by the difference between the fair value of consideration transferred and the carrying amount of convertible preferred stock during periods where the Company redeems its convertible preferred stock. The remaining earnings (undistributed earnings) are allocated to common stock and each series of convertible preferred stock to the extent that each preferred security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock are then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. The following table sets forth the computation of basic and diluted net (loss) earnings per share to common stockholders:
The Company excluded the effect of the below elements from our calculation of diluted (loss) earnings per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the period.
|
Fair Value of Financial Instruments |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments Fair Value Measurements The Company measures its financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:
The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:
During the three months ended March 31, 2024 and 2023, there were no transfers between Level 1, Level 2 and Level 3. The following tables are a summary of the changes in fair value of the Company’s marketable securities as of March 31, 2024 and December 31, 2023, respectively:
As of March 31, 2024, available-for-sale securities consisted of investments that mature within one year. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, and customer deposits approximate fair value due to their short-term nature. As of March 31, 2024, the fair value and carrying value of the Company’s Convertible Promissory Note (Note 9) was $54.1 million and $33.8 million, respectively. As of December 31, 2023, the fair value and carrying value of the Company’s Convertible Promissory Note (Note 9) was $58.1 million and $31.6 million, respectively. The estimated fair value for the Company’s Convertible Promissory Note was based on discounted expected future cash flows using prevailing interest rates which are Level 3 inputs under the fair value hierarchy. |
Revenue Recognition |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition | 7. Revenue Recognition Geographic Net Revenue The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions. The following table summarizes net revenue by major geographic region (in millions):
Deferred Revenue Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and service. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date. The following table summarizes the changes in deferred revenue:
As of March 31, 2024, the Company expects to recognize $1.1 million from remaining performance obligations over a weighted average term of 3.7 years. The Company recognized approximately $0.2 million and $0.7 million in revenue that was included in the beginning contract liabilities balance during the three months ended March 31, 2024, and 2023, respectively. Product Warranty The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from 5 to 25 years depending on the product), its historical experience of known product failure rates, use of materials to repair or replace defective products and parts, and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Should the actual experience relative to these factors differ from the estimates, the Company may be required to record additional warranty reserves. Product warranty costs are recorded as expense to cost of revenue based on customer history, historical information and current trends. The following table summarizes the changes in product warranty liability:
|
Supplementary Balance Sheet Information |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure Text Block Supplement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplementary Balance Sheet Information | 8. Supplementary Balance Sheet Information Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):
The inventory reserve was $1.4 million and $1.0 million as of March 31, 2024 and December 31, 2023, respectively.
For the three months ended March 31, 2024, and 2023 the Company recorded depreciation expense of $0.2 million and $0.2 million, respectively, in the condensed consolidated statements of operations and comprehensive (loss) income.
(1) Other current liabilities as of March 31, 2024 and 2023, primarily consist of the contingent shares liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.
|
Accrued Expenses and Other Current Liabilities |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Liabilities and Other Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities |
(1)
Other current liabilities as of March 31, 2024 and 2023, primarily consist of the contingent shares liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information. |
Long-Term Debt |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt | 9. Long-Term Debt Long-term debt consisted of the following (in thousands):
During the three months ended March 31, 2024, and 2023, the Company recorded amortization of $2.2 million and $47,000, respectively, to interest expense pertaining to debt discount and issuance costs. The amortization associated with the Convertible Promissory Note as of March 31, 2024, primarily consists of the debt discount that was recorded as a result of the bifurcation of the conversion option at the time of the Business Combination. See below in this note for further information on the conversion option bifurcation for the Convertible Promissory Note, as defined below. Convertible Promissory Notes On January 9, 2023, the Company entered into the Note Purchase Agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l. (“L1 Energy”) pursuant to which the Company issued the Convertible Promissory Note in the aggregate principal amount of $50.0 million (the “Convertible Promissory Note”). Outstanding borrowings under the Convertible Promissory Note bears interest at a rate of 5.0% per year. The principal amount of the Convertible Promissory Note is due at the maturity date of January 9, 2026, and interest is payable semiannually beginning July 2023. As of March 31, 2024, there was $0.6 million of accrued interest in the condensed consolidated balance sheet. Under the terms of the Note Purchase Agreement, the Convertible Promissory Note may be converted at the option of the note holder into the Company’s common stock or an equivalent equity instrument resulting from a public company event. The conversion price is based on a pre-money valuation divided by the aggregate number of the Company’s outstanding shares at the issuance date and adjusted for any cash dividends paid on the Company’s capital stock. The conversion price and number of conversion shares are subject to standard anti-dilution adjustments. Upon a change of control event the note holder may (i) convert the Convertible Promissory Note immediately prior to the event into the Company’s common stock at a conversion price equal to the lesser of the Convertible Promissory Note’s original conversion price or the price per share of the Company’s common stock implied by the change of control event transaction agreement or (ii) require the redemption of the Convertible Promissory Note in cash, including the payment of a make-whole amount of all unpaid interest that would have otherwise been payable had the Convertible Promissory Note remained outstanding through the maturity date. The Company’s obligations under the Note Purchase Agreement may be accelerated, subject to customary grace and cure periods, upon the occurrence of an event of default. The Note Purchase Agreement defines events of default as the occurrence of any one of the following; 1) a default in payment of any part of principal or unpaid accrued interest on the Convertible Promissory Note when due and payable; 2) the Company issues a written statement that it is unable to pay its debts as they become due, or the Company files a voluntary petition for bankruptcy or insolvency proceeding, the Company, or its directors or majority shareholders take action looking to the dissolution or liquidation of the Company; 3) the involuntary bankruptcy of the Company defined as the commencement of any proceeding against the Company seeking any bankruptcy reorganization; 4) the Company defaults on any of its performance obligations under the Note Purchase Agreement; 5) any material portion of the assets of the Company or any subsidiary of the Company is seized or a levy is filed against such assets; 6) a default that remains uncured on any other agreement evidencing the indebtedness of the Company or its subsidiaries for an amount of $10 million or more whose terms allow for the acceleration of the repayment of such indebtedness due to the consummation of the transactions contemplated in this Note Purchase Agreement. As a result of the Business Combination, the conversion options were bifurcated and accounted for as derivatives. Upon recognition, the Company recorded the conversion options at fair value and associated debt discount of $23.5 million. On September 24, 2023, the Company and L1 Energy entered into the Convertible Note Amendment which modified the conversion terms of the Convertible Promissory Notes. As a result, the conversion options no longer met the criteria to be bifurcated into a convertible note derivative liability; instead, the conversion options were reclassified to equity under ASC Topic 815, Derivatives and Hedging. Future aggregate principal maturities of long-term debt are as follows as of March 31, 2024 (in thousands):
Series 2022-1 Notes In January 2023, concurrently with the Convertible Promissory Note transaction, the Company repaid the Series 2022-1 Notes issued in January 2022 with a principal amount of $25.0 million at a fixed interest rate of 5.5% per year (“Series 2022-1 Notes”) in full with the proceeds from the Convertible Promissory Note and wrote off $0.2 million of unamortized debt issuance costs related to the previously outstanding Series 2022-1 Notes, which are included in loss on debt extinguishment on the condensed consolidated statements of operations and comprehensive (loss) income. |
Commitments and Contingencies |
3 Months Ended |
---|---|
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Employment Agreements The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements. Legal In the normal course of business, the Company may become involved in litigation or legal disputes that are not covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify. Indemnification Agreements From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from third-party claims or a breach of representation or covenant. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or Executive Officer. The Company believes the current estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these condensed consolidated financial statements do not include a liability for any potential obligations at March 31, 2024. |
Common Stock, Preferred Stock and Convertible Preferred Stock |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Common Stock, Preferred Stock and Convertible Preferred Stock | 11. Common Stock, Preferred Stock and Convertible Preferred Stock Common and Preferred Stock The Company is authorized to issue 150,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. The Company is authorized to issue 10,000,000 shares of Preferred Stock. As of March 31, 2024, there was no Preferred Stock outstanding. Common Stock Reserved for Future Issuance Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows:
Common Stock Warrants Legacy Tigo had outstanding warrants to purchase 1,915,372 shares of Legacy Tigo common stock (“Legacy Warrants”), which (prior to the consummation of the Business Combination) represented rights to purchase Legacy Tigo common stock. During the year ended December 31, 2023, 1,915,372 Legacy Warrants were net exercised resulting in the issuance of 1,491,229 shares of Common Stock. As of March 31, 2024, there were no Legacy Warrants outstanding. In connection with the Business Combination, the Company assumed 5,750,000 warrants originally issued as part of ROCG’s units in ROCG’s initial public offering (the “Public Warrants”) and 18,750 warrants issued to the initial stockholders of ROCG in a private placement in connection with ROCG’s initial public offering (the “Private Warrants” and, together with the Public Warrants, the “Warrants”), which, in each case, entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. Except with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants. The Company has analyzed the Warrants and determined they are freestanding instruments and do not exhibit any of the characteristics in ASC 480, Distinguishing Liabilities from Equity, and therefore are not classified as liabilities under ASC 480, Distinguishing Liabilities from Equity. On August 9, 2023, the Company announced the redemption of all of its outstanding Public Warrants and Private Warrants to purchase shares of Common Stock that were issued under the Warrant Agreement, dated as of August 5, 2021, by and among the Company and Continental Stock Transfer & Trust Company, as warrant agent, at a redemption price of $0.01 per Warrant for those Warrants that remain outstanding following 5:00 p.m. New York City time on September 8, 2023. Under the terms of the Warrant Agreement, the Company was entitled to redeem all of its outstanding Warrants for $0.01 per Warrant if the reported closing price of the Company’s Common Stock was at least $18.00 per share on each of twenty trading days within a thirty trading day period ending on the third trading day prior to the date on which a notice of redemption is given. This performance threshold was achieved following the market close on August 4, 2023. A total of 324,546 Warrants were exercised through September 8, 2023, resulting in proceeds, net of issuance costs, of $3.7 million. All other Warrants were redeemed on September 8, 2023. The Company paid $0.1 million for the remaining Warrants that were not exercised as of September 8, 2023, which was recorded as a reduction to additional paid-in capital on the Company’s condensed consolidated balance sheet. As of March 31, 2024, there were no Warrants outstanding. Convertible Preferred Stock In connection with the Business Combination, as discussed in Note 3, the Company issued 47,918,992 shares of Common Stock to holders of convertible preferred stock of Legacy Tigo. No convertible preferred securities were outstanding as of March 31, 2024. Prior to the Business Combination, Legacy Tigo’s convertible preferred stock was classified outside of stockholders’ deficit because the shares contained deemed liquidation rights that were contingent redemption features not solely within the control of Legacy Tigo. As a result, all of Legacy Tigo’s convertible preferred stock was classified as mezzanine equity. Convertible Preferred Stock Warrants Warrants to purchase a total of 1,064,446 shares of Series C convertible preferred stock of Legacy Tigo were initially recognized as a liability and recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Business Combination, Legacy Tigo convertible preferred stock was remeasured immediately before the Merger date, and was subsequently converted into Legacy Tigo common stock pursuant to the conversion rate in effect immediately prior to the consummation of the Business Combination and all related Legacy Tigo convertible preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy Tigo convertible preferred stock warrants except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Business Combination, as discussed in Note 3, all outstanding Series C convertible preferred stock warrants were exercised resulting in the net issuance of 828,733 shares of convertible preferred stock which were immediately converted into Common Stock in connection with the recapitalization. As of March 31, 2024, there were no convertible preferred stock warrants outstanding. |
Stock-Based Compensation |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | 12. Stock-Based Compensation The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. During the three months ended March 31, 2024, there were no exercises of common stock options prior to the vesting of such options. Options outstanding under the 2008 Plan will remain outstanding until they are exercised, canceled or expire. In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. Under the 2018 Plan, the Board of Directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than 100% of the fair value per share of the Company’s common stock on the grant date. If an individual owns more than 10% of the Company’s outstanding capital stock, the price of each share incentive stock option will be at least 110% of the fair value. Fair value is determined by the Board of Directors. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2018 Plan will remain outstanding until they are exercised, canceled or expire. During the three months ended March 31, 2024, there were no exercises of common stock options prior to the vesting of such options. In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants. Through March 31, 2024, the Company has granted 1,097,901 stock options to purchase shares of common stock and 1,517,946 RSU’s under the 2023 Plan. The stock options generally vest over a four-year period, following the date of grant, with 25% vesting on the first anniversary of the grant date and the remaining vesting in equal monthly installments thereafter. As of March 31, 2024, 15,911 stock options granted under the 2023 Plan had vested and were exercisable. There have been no stock options exercised under the 2023 Plan. The RSUs generally vest over a three-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date. During the three months ended March 31, 2024, the Company granted 685,213 RSUs to employees and executives pursuant to the 2023 Plan, which immediately vested into shares of Common Stock. As of March 31, 2024, 685,213 RSUs that were granted under the 2023 Plan have vested. Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”. The Company has authorized 9,189,613 shares of common stock to be issued under the Plans. The Company has reserved 5,905,424 shares of common stock for future issuance under the 2023 Plan. The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive loss:
Stock Options The following table summarizes stock option activity for the Plans for the three months ended March 31, 2024:
As of March 31, 2024, the total unrecognized compensation expense related to unvested stock option awards was $8.6 million, which the Company expects to recognize over a weighted-average period of 3.0 years. The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below. • The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term. • The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107. • The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. • The expected dividend yield is 0% because the Company has not historically paid and does not expect in the foreseeable future to pay a dividend on its common stock. • As the Company’s common stock has not historically been publicly traded, its Board of Directors periodically estimated the fair value of the Company’s common stock considering, among other things, contemporaneous valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. There were no options granted during the three months ended March 31, 2024. The fair value of each stock option granted during the three months ended March 31, 2023 was estimated on the date of grant using the weighted average assumptions in the table below:
Restricted Stock Units The following table summarizes RSU activity for the Plans for the three months ended March 31, 2024:
As of March 31, 2024, the total unrecognized compensation expense related to unvested RSUs was $7.2 million, which the Company expects to recognize over a weighted-average period of 2.3 years. |
Leases |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases | 13. Leases As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, Philippines and Thailand. All of the Company leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than 12 months, the Company records the related assets and obligations at the present value of lease payments over the term. Many of its leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to seven years, some of which include options to extend the leases for up to eight years, and some of which include options to terminate the leases within one year. The components of lease expense are as follows (in thousands):
Other information related to leases was as follows:
Future maturities of lease liabilities were as follows as of March 31, 2024:
|
Goodwill and Intangible Assets |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets | 14. Goodwill and Intangible Assets As of March 31, 2024, the Company had a goodwill balance of $12.2 million. The goodwill balance is related to the acquisition of fSight. Please refer to Note 4. “Acquisition of Foresight Energy, Ltd.” for further information. The Company's intangible assets by major asset class are as follows:
The Company recognized amortization expense related to intangible assets of $0.1 million and $46,000 for the three months ended March 31, 2024 and 2023, respectively. Amortization expense related to intangible assets at March 31, 2024 in each of the next five years and beyond is expected to be incurred as follows (in thousands):
|
Income Taxes |
3 Months Ended |
---|---|
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The Company’s effective tax rates for the three months ended March 31, 2024, and 2023 differ from the federal statutory rate of 21% principally as a result of valuation allowances expected to be maintained against the Company’s deferred tax assets. The Company did not record income tax expense for the three months ended March 31, 2024 or 2023. |
Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
---|---|
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, valuation allowances and the estimated useful lives of plant and equipment and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information as it becomes available. |
Recently Adopted Accounting Pronouncements | Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of certain climate-related financial metrics in registrant’s audited financial statements, and, for certain registrants, disclosure regarding such registrant’s greenhouse gas emissions. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. The Company is currently evaluating the impact of these rules on the Company’s financial statements and related disclosures. |
Acquisition of Foresight Energy, Ltd. (Tables) - fSight [Member] |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Business Acquisitions, by Acquisition [Table] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Assets Acquired and Liabilities Assumed at Fair Value | The assets acquired and liabilities assumed were recorded at fair value as follows (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Supplemental Pro Forma Information | The following table presents supplemental pro-forma information for the three months ended March 31, 2023 as if the merger with fSight had occurred on January 1, 2022. These amounts have been calculated after applying the Company's accounting policies and are based upon currently available information.
|
Net (Loss) Earnings Per Share (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Computation of Basic and Diluted Net (Loss) Earnings Per Share | The following table sets forth the computation of basic and diluted net (loss) earnings per share to common stockholders:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Anti-dilutive Shares Outstanding | The Company excluded the effect of the below elements from our calculation of diluted (loss) earnings per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the period.
|
Fair Value of Financial Instruments (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of company's assets that are measured at fair value on a recurring basis | The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of changes in fair value of the company's marketable securities | The following tables are a summary of the changes in fair value of the Company’s marketable securities as of March 31, 2024 and December 31, 2023, respectively:
|
Revenue Recognition (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Net Revenue by Major Geographic Region | The following table summarizes net revenue by major geographic region (in millions):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Summarizes the Changes in Deferred Revenue | The following table summarizes the changes in deferred revenue:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Changes in Product Warranty Liability | The following table summarizes the changes in product warranty liability:
|
Supplementary Balance Sheet Information (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Selected Financial Data | Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Property and Equipment, Net |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities |
(1)
Other current liabilities as of March 31, 2024 and 2023, primarily consist of the contingent shares liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Activity in Allowance for Credit losses |
|
Long-Term Debt (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of long-term debt | Long-term debt consisted of the following (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Aggregate Principal Maturities of Long-Term Debt | Future aggregate principal maturities of long-term debt are as follows as of March 31, 2024 (in thousands):
|
Common Stock, Preferred Stock and Convertible Preferred Stock (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Schedule of Shares of Common Stock Reserved for Future Issuance | Shares of Common Stock reserved for future issuance, on an as-if converted basis, were as follows:
|
Stock-Based Compensation (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive loss:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stock Option Activity | The following table summarizes stock option activity for the Plans for the three months ended March 31, 2024:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value of Each Stock Option Estimated Using Weighted Average Assumptions | The fair value of each stock option granted during the three months ended March 31, 2023 was estimated on the date of grant using the weighted average assumptions in the table below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Summary of Restricted Stock Units Activity | The following table summarizes RSU activity for the Plans for the three months ended March 31, 2024:
|
Leases (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Components of Lease Expense | The components of lease expense are as follows (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Other Information | Other information related to leases was as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Maturities of Lease Liabilities | Future maturities of lease liabilities were as follows as of March 31, 2024:
|
Goodwill and Intangible Assets (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Intangible Assets by Major Asset Class | The Company's intangible assets by major asset class are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Amortization Expense Related to Intangible Assets | Amortization expense related to intangible assets at March 31, 2024 in each of the next five years and beyond is expected to be incurred as follows (in thousands):
|
Merger with Roth CH Acquisition IV Co. - Additional Information (Details) - USD ($) |
3 Months Ended | ||||||
---|---|---|---|---|---|---|---|
May 24, 2023 |
May 23, 2023 |
May 22, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Jan. 25, 2023 |
|
Business Acquisition [Line Items] | |||||||
Business acquisition shares exchange ratio | 0.23334% | ||||||
Transaction costs | $ 0 | $ 100,000 | |||||
Common stock, shares issued | 60,358,166 | 58,751,666 | 5,598,751 | ||||
Common stock, shares outstanding | 60,358,166 | 58,751,666 | |||||
Roth CH Acquisition IV Co. | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition shares exchange ratio | 0.23334% | ||||||
Cash acquired | $ 2,200,000 | ||||||
Prepaid expenses and insurance acquired | 600,000 | ||||||
Accrued expenses assumed | $ 3,400 | ||||||
Income tax payables assumed | $ 61,000 | ||||||
Transaction costs | $ 6,100,000 | ||||||
Transaction costs in excess of cash acquired | $ 3,900,000 | ||||||
Common stock conversion basis | one-to-one | ||||||
Accumulated dividend to redeemable convertible preferred stockholders | $ 12,600,000 | ||||||
Common stock, shares issued | 58,144,543 | ||||||
Common stock, shares outstanding | 58,144,543 | ||||||
Options to purchase common stock shares | 4,358,301 | ||||||
Number of warrants outstanding | 5,768,750 | ||||||
Former Stockholders of ROCG | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, shares issued | 1,700,498 | ||||||
Roth Capital Partners, LLC. | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, shares issued | 118,021 |
Acquisition of Foresight Energy, Ltd. - Additional Information (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Jan. 25, 2024 |
Jan. 25, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
Business Acquisition [Line Items] | ||||||
Common stock issued (in Shares) | 5,598,751 | 60,358,166 | 58,751,666 | |||
Acquisition related costs | $ 0 | $ 100,000 | ||||
Liability at a fair value | $ 200,000 | 2,100,000 | ||||
Liability revalued | 400,000 | 100,000 | ||||
Change in fair value business combination | $ 200,000 | 200,000 | 200,000 | |||
Fair value | $ 11,000,000 | $ 700,000 | $ 1,400,000 | |||
Net revenue | 200,000 | 100,000 | ||||
Net loss in business | $ 500,000 | $ 300,000 | ||||
Total consideration excluding consideration on loan | $ 13,200,000 | |||||
Increase decrease on contingent shares issuable | 5,745 | 86,017 | 252,288 | |||
Fair Value Guarantee | ||||||
Business Acquisition [Line Items] | ||||||
Common stock issued (in Shares) | 737,233 | 368,617 | ||||
fSight | ||||||
Business Acquisition [Line Items] | ||||||
Common stock issued (in Shares) | 166,271 | |||||
Equity interest percentage | 100.00% | |||||
Net assets acquired | $ 13,668,000 | |||||
Deemed settlement of loan payable | 527,000 | $ 500,000 | ||||
Total consideration | 13,668,000 | $ 13,700,000 | ||||
Common stock as converted basis of business combination | 1,306,385 | |||||
fSight | Fair Value Guarantee | ||||||
Business Acquisition [Line Items] | ||||||
Common stock as converted basis of business combination | 172,022 | 86,011 | ||||
fSight | Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Net assets acquired | 1,820,000 | |||||
fSight | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Net assets acquired | $ 170,000 |
Acquisition of Foresight Energy, Ltd. - Summary of Assets Acquired and Liabilities Assumed at Fair Value (Details) - fSight - USD ($) $ in Thousands |
Jan. 25, 2024 |
Jan. 25, 2023 |
---|---|---|
Consideration transferred: | ||
Fair value of common stock issued | $ 10,974 | |
Fair value of contingent shares | 2,167 | |
Deemed settlement of loan payable | 527 | $ 500 |
Total consideration | 13,668 | $ 13,700 |
Assets acquired: | ||
Cash and cash equivalents | 55 | |
Accounts receivable | 117 | |
Property and equipment | 9 | |
Assets acquired | 13,668 | |
Goodwill | 12,209 | |
Total assets acquired | 14,380 | |
Liabilities assumed: | ||
Accounts payable | 418 | |
Accrued expenses | 294 | |
Net assets acquired | 13,668 | |
Developed Technology | ||
Assets acquired: | ||
Assets acquired | 1,820 | |
Liabilities assumed: | ||
Net assets acquired | 1,820 | |
Customer Relationships | ||
Assets acquired: | ||
Assets acquired | 170 | |
Liabilities assumed: | ||
Net assets acquired | $ 170 |
Acquisition of Foresight Energy, Ltd. - Summary of Supplemental Pro Forma Information (Details) - fSight [Member] $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2023
USD ($)
| |
Business Acquisition [Line Items] | |
Net revenue | $ 50,126 |
Net income | $ 6,764 |
Net (Loss) Earnings Per Share - Summary of Computation of Basic and Diluted Net (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Basic net (loss) earnings per common share calculation: | ||
Net (loss) income attributable to common stockholders | $ (11,506) | $ 4,758 |
Undistributed earnings to preferred stock stockholders | (4,176) | |
Net (loss) income attributable to common stockholders - basic | $ (11,506) | $ 582 |
Weighted-average shares of common stock outstanding - basic | 59,374,019 | 6,481,862 |
Net (loss) earnings per share of common stock, basic | $ (0.19) | $ 0.09 |
Diluted net (loss) earnings per common share calculation: | ||
Net (loss) income attributable to common stockholders - basic | $ (11,506) | $ 582 |
Net (loss) income attributable to common stockholders - diluted | $ (11,506) | $ 582 |
Weighted-average shares of common stock outstanding, basic | 59,374,019 | 6,481,862 |
Outstanding options and restricted stock units | 3,157,720 | |
Legacy Tigo warrants and common stock warrants | 1,365,554 | |
Weighted-average shares of common stock, diluted | 59,374,019 | 11,005,136 |
Net (loss) earnings per share of common stock - diluted | $ (0.19) | $ 0.05 |
Net (Loss) Earnings Per Share - Summary of Anti-dilutive Shares Outstanding (Details) - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Earnings Per Share [Abstract] | ||
Common stock warrants | 177,076 | |
Outstanding stock options and restricted stock units | 1,694,503 | 318,969 |
Convertible promissory note | 5,305,437 | 5,454,548 |
Total | 6,999,940 | 5,950,593 |
Fair Value of Financial Instruments - Schedule of company's assets that are measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Level 1 [Member] | ||
Cash equivalents: | ||
Money market accounts | $ 3,852 | $ 1,646 |
Liabilities: | ||
Contingent shares liability from fSight acquisition | 92 | 527 |
Level 2 [Member] | Corporate bonds [Member] | ||
Marketable securities: | ||
Marketable securities | 10,948 | 19,489 |
Level 2 [Member] | U.S. agency securities [Member] | ||
Marketable securities: | ||
Marketable securities | $ 1,972 | $ 9,294 |
Fair Value of Financial Instruments - Schedule of changes in fair value of the company's marketable securities (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Available-for-sale marketable securities: | ||
Total Current Assets | $ 26,806 | |
Long-term assets | ||
Total Long-term assets | 1,977 | |
Total Available for sale Marketable Securities, Total | $ 12,920 | 28,783 |
Corporate bonds [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | 10,947 | 17,511 |
Long-term assets | ||
Total Long-term assets | 1,977 | |
U.S. agency securities [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | 1,973 | 9,295 |
Cost [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | 26,861 | |
Long-term assets | ||
Total Long-term assets | 12,967 | 1,981 |
Total Available for sale Marketable Securities, Total | 28,842 | |
Cost [Member] | Corporate bonds [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | 10,990 | 17,561 |
Long-term assets | ||
Total Long-term assets | 1,981 | |
Cost [Member] | U.S. agency securities [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | 1,977 | 9,300 |
Unrealized gain [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | 4 | |
Long-term assets | ||
Total Long-term assets | 3 | |
Total Available for sale Marketable Securities, Total | 7 | |
Unrealized gain [Member] | Corporate bonds [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | 2 | |
Long-term assets | ||
Total Long-term assets | 3 | |
Unrealized gain [Member] | U.S. agency securities [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | 2 | |
Unrealized loss [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | (59) | |
Long-term assets | ||
Total Long-term assets | (47) | (7) |
Total Available for sale Marketable Securities, Total | (66) | |
Unrealized loss [Member] | Corporate bonds [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | (43) | (52) |
Long-term assets | ||
Total Long-term assets | (7) | |
Unrealized loss [Member] | U.S. agency securities [Member] | ||
Available-for-sale marketable securities: | ||
Total Current Assets | $ (4) | $ (7) |
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Fair Value Disclosures [Abstract] | ||
Fair value | $ 54.1 | $ 58.1 |
Carrying value | $ 33.8 | $ 31.6 |
Revenue Recognition - Summary of Net Revenue by Major Geographic Region (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 9,802 | $ 50,058 |
EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 5,789 | 40,259 |
Americas | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 2,738 | 6,981 |
APAC | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 1,275 | $ 2,818 |
Revenue Recognition - Summary of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Deferred Revenue and Product Warranties Disclosures [Abstract] | ||
Balance at the beginning of the period | $ 801 | $ 1,122 |
Deferral of revenue | 1,666 | 12,198 |
Recognition of unearned revenue | (1,416) | (11,712) |
Balance at the end of the period | $ 1,051 | $ 1,608 |
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Deferred Revenue and Product Warranty [Line Items] | ||
Recognized revenue, contract liabilities | $ 0.2 | $ 0.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||
Deferred Revenue and Product Warranty [Line Items] | ||
Remaining performance obligations | $ 1.1 | |
Remaining performance obligations over a weighted average term | 3 years 8 months 12 days | |
Maximum | ||
Deferred Revenue and Product Warranty [Line Items] | ||
Warranty period | 25 years | |
Minimum [Member] | ||
Deferred Revenue and Product Warranty [Line Items] | ||
Warranty period | 5 years |
Revenue Recognition - Summary of Changes in Product Warranty Liability (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Product Warranties Disclosures [Abstract] | ||
Warranty liability, beginning of the period | $ 5,632 | $ 4,351 |
Provision for warranty issued during period | 138 | 796 |
Benefit from changes in estimate | (197) | (431) |
Settlements | (94) | (90) |
Warranty liability, end of the period | $ 5,479 | $ 4,626 |
Supplementary Balance Sheet Information - Summary of Selected Financial Data (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Raw materials | $ 821 | $ 668 |
Finished goods | 54,936 | 60,733 |
Inventory, net | $ 55,757 | $ 61,401 |
Supplementary Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,438 | $ 7,280 |
Less: Accumulated depreciation | 4,063 | 3,822 |
Property and equipment, net | 3,375 | 3,458 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,930 | 5,810 |
Estimated Useful Life | 7 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 31 | 31 |
Estimated Useful Life | 5 years | |
Computer Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 192 | 192 |
Estimated Useful Life | 5 years | |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 585 | 574 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 216 | 216 |
Estimated Useful Life | 5 years | |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 465 | $ 457 |
Leasehold Improvements | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Leasehold Improvements | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 6 years | |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 19 |
Supplementary Balance Sheet Information - Additional Information (Details) - USD ($) $ in Millions |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 0.2 | $ 0.2 | |
Inventory reserve | $ 1.4 | $ 1.0 |
Supplementary Balance Sheet Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
||
---|---|---|---|---|
Accrued Liabilities and Other Liabilities [Abstract] | ||||
Accrued vacation | $ 1,031 | $ 856 | ||
Accrued compensation | 1,740 | 2,514 | ||
Accrued interest | 562 | 1,222 | ||
Accrued professional fees | 519 | 409 | ||
Accrued warehouse and freight | 502 | 1,001 | ||
Accrued other | 1,472 | 1,974 | ||
Other current liabilities | [1] | 213 | 705 | |
Accrued expenses and other current liabilities | $ 6,039 | $ 8,681 | ||
|
Supplementary Balance Sheet Information - Summary of Activity in Allowance for Credit losses (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
Allowance for Credit Loss [Abstract] | ||
Allowance for credit losses, beginning balance | $ 4,011 | $ 76 |
Net charges to expense or revenue | (852) | 3,960 |
Write-offs, net of recoveries | (25) | |
Allowance for credit losses, ending balance | $ 3,159 | $ 4,011 |
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Debt Instrument [Line Items] | ||
Convertible Promissory Note | $ 50,000 | $ 50,000 |
Less: unamortized debt discount and issuance costs | (16,195) | (18,430) |
Long-term debt, net of unamortized debt discount and current portion | $ 33,805 | $ 31,570 |
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | ||
---|---|---|---|---|
Jan. 09, 2023 |
Jan. 31, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Debt Instrument [Line Items] | ||||
Cash received from promissory note purchase agreement | $ 50,000 | |||
Convertible promissory note, interest rate | 5.00% | |||
Convertible promissory note, maturity date | Jan. 09, 2026 | |||
Convertible promissory note, frequency of periodic payment | interest is payable semiannually beginning July 2023. | |||
Convertible promissory note conversion, description | the Convertible Promissory Note may be converted at the option of the note holder into the Company’s common stock or an equivalent equity instrument resulting from a public company event. The conversion price is based on a pre-money valuation divided by the aggregate number of the Company’s outstanding shares at the issuance date and adjusted for any cash dividends paid on the Company’s capital stock. The conversion price and number of conversion shares are subject to standard anti-dilution adjustments. Upon a change of control event the note holder may (i) convert the Convertible Promissory Note immediately prior to the event into the Company’s common stock at a conversion price equal to the lesser of the Convertible Promissory Note’s original conversion price or the price per share of the Company’s common stock implied by the change of control event transaction agreement or (ii) require the redemption of the Convertible Promissory Note in cash, including the payment of a make-whole amount of all unpaid interest that would have otherwise been payable had the Convertible Promissory Note remained outstanding through the maturity date. | |||
Accrued interest | $ 600 | |||
Debt discount | 23,500 | |||
Amortization of debt issuance cost interest expense | $ 2,200 | $ 47,000 | ||
Note purchase agreement default description | The Note Purchase Agreement defines events of default as the occurrence of any one of the following; 1) a default in payment of any part of principal or unpaid accrued interest on the Convertible Promissory Note when due and payable; 2) the Company issues a written statement that it is unable to pay its debts as they become due, or the Company files a voluntary petition for bankruptcy or insolvency proceeding, the Company, or its directors or majority shareholders take action looking to the dissolution or liquidation of the Company; 3) the involuntary bankruptcy of the Company defined as the commencement of any proceeding against the Company seeking any bankruptcy reorganization; 4) the Company defaults on any of its performance obligations under the Note Purchase Agreement; 5) any material portion of the assets of the Company or any subsidiary of the Company is seized or a levy is filed against such assets; 6) a default that remains uncured on any other agreement evidencing the indebtedness of the Company or its subsidiaries for an amount of $10 million or more whose terms allow for the acceleration of the repayment of such indebtedness due to the consummation of the transactions contemplated in this Note Purchase Agreement. | |||
Debt default amount uncured | $ 10,000 | |||
Repayment of from Series 2022-1 Notes | $ (20,833) | |||
Series 2022-1 Notes | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 200 | |||
Repayment of from Series 2022-1 Notes | $ 25,000 | |||
Debt fixed interest rate | 5.50% |
Long-Term Debt - Schedule of Future Aggregate Principal Maturities of Long-Term Debt (Details) $ in Thousands |
Mar. 31, 2024
USD ($)
|
---|---|
Debt Instrument [Line Items] | |
2026 | $ 50,000 |
Long-Term Debt, Total | $ 50,000 |
Common Stock, Preferred Stock and Convertible Preferred Stock - Additional Information (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Sep. 08, 2023 |
May 23, 2023 |
Sep. 08, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Aug. 09, 2023 |
May 24, 2023 |
Jan. 25, 2023 |
Dec. 31, 2022 |
|
Class of Stock [Line Items] | ||||||||||
Common stock issued (in Shares) | 60,358,166 | 58,751,666 | 5,598,751 | |||||||
Common stock, outstanding | 60,358,166 | 58,751,666 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock voting right | Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. | |||||||||
Common stock, authorized | 150,000,000 | 150,000,000 | ||||||||
Preferred stock, authorized | 10,000,000 | |||||||||
Preferred stock, outstanding | 0 | |||||||||
Convertible preferred stock, shares outstanding | 0 | |||||||||
Business acquisition shares exchange ratio | 0.23334% | |||||||||
Warrant Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants outstanding | 0 | |||||||||
Warrants exercised | 324,546 | |||||||||
Payments for remaining warrants | $ 100,000 | $ 3,700,000 | ||||||||
Redemption price per share | $ 0.01 | |||||||||
Common stock price per share | $ 18 | |||||||||
Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase shares | 828,733 | |||||||||
Legacy Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants outstanding | 0 | 1,915,372 | ||||||||
Warrants exercised | 1,915,372 | |||||||||
Issuance of common stock from exercise of warrants | 1,491,229 | |||||||||
Public Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants outstanding | 5,750,000 | |||||||||
Warrants to purchase shares | 1 | |||||||||
Exercise price | $ 11.5 | |||||||||
Public Warrants | Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants outstanding | 18,750 | |||||||||
Private Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase shares | 1 | |||||||||
Exercise price | $ 11.5 | |||||||||
Series C Convertible Preferred Stock of Legacy Tigo | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants to purchase shares | 1,064,446 | |||||||||
Convertible Preferred Stock Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants outstanding | 0 | |||||||||
Legacy Tigo Energy | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares of Common Stock issued to holders of convertible preferred stock | $ 47,918,992 | |||||||||
Roth CH Acquisition IV Co. | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock issued (in Shares) | 58,144,543 | |||||||||
Common stock, outstanding | 58,144,543 | |||||||||
Number of warrants outstanding | 5,768,750 | |||||||||
Business acquisition shares exchange ratio | 0.23334% | |||||||||
Former Stockholders of ROCG | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock issued (in Shares) | 1,700,498 | |||||||||
Roth Capital Partners, LLC. | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock issued (in Shares) | 118,021 |
Common Stock, Preferred Stock and Convertible Preferred Stock - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) |
Mar. 31, 2024
shares
|
---|---|
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 16,117,796 |
Stock Options Issued and Outstanding | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 3,987,761 |
Restricted Stock Units Issued and Outstanding | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 832,733 |
Shares Available for Potential Conversion of L1 Convertible Note | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 5,305,861 |
Shares Available for fSight Contingent Shares | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 86,017 |
Shares Available for Grant under 2023 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 5,905,424 |
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected dividend yield percentage | 0.00% | ||
Stock options percentage | 110.00% | ||
Common stock options exercises shares (in Shares) | 0 | ||
Shares reserved for future issuance | 16,117,796 | ||
Aggregate intrinsic value (in Dollars) | $ 673 | ||
Stock options, Options exercises | 755,016 | ||
Unrecognized compensation expense (in Dollars) | $ 8,600 | ||
Weighted-average period | 3 years | ||
Aggregate intrinsic value of outstanding options | $ 738 | ||
Business acquisition shares exchange ratio | 0.23334% | ||
Stock options granted | 0 | ||
Restricted Stock Units | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares reserved for future issuance | 832,733 | ||
Fair value options per share (in Dollars per share) | $ 11.36 | $ 11.27 | |
Unrecognized compensation expense, total | $ 7,200 | ||
Stock-based compensation expense, recognition period | 2 years 3 months 18 days | ||
2008 Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Capital stock percentage | 10.00% | ||
Capital stock duration | 10 years | ||
2018 Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Capital stock percentage | 10.00% | ||
Capital stock duration | 10 years | ||
Stock options percentage | 100.00% | ||
2023 Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares reserved for future issuance | 5,905,424 | ||
Stock options granted shares (in Shares) | 1,097,901 | ||
2023 Plan | Restricted Stock Units | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options granted shares (in Shares) | 1,517,946 | ||
Stock options vesting period | 3 years | ||
2023 Plan | Restricted Stock Units | Employees and Executives | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options granted shares (in Shares) | 685,213 | ||
Stock options, Options vested | 685,213 | ||
2023 Plan | Employee Stock Option | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options vesting period | 4 years | ||
Stock options vesting percentage | 25.00% | ||
Stock options, Options vested | 15,911 | ||
Stock options, Options exercises | 0 | ||
2008, 2018 Stock Plan and the 2023 Equity Incentive Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares authorized | 9,189,613 |
Stock-Based Compensation - Schedule of condensed consolidated statements of operations and comprehensive income (loss) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 2,505 | $ 366 |
Research and Development | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | 456 | 49 |
Sales and Marketing | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | 830 | 173 |
General and Administrative | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | 1,155 | 122 |
Cost of Sales | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 64 | $ 22 |
Stock-Based Compensation - Schedule of table summarizes stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, Outstanding | 4,872,527 | |
Number of shares, Outstanding, Granted | 0 | |
Number of shares, Outstanding, Exercised | (755,016) | |
Number of shares, Outstanding, Forfeited | (83,150) | |
Number of shares, Outstanding, Expired | (46,600) | |
Number of shares, Outstanding | 3,987,761 | |
Number of shares, Exercisable | 2,138,472 | |
Number of shares, Vested and expected to vest | 3,987,761 | |
Weighted average exercise price per share, Outstanding | $ 3.64 | |
Weighted average exercise price per share, Exercised | 0.33 | |
Weighted average exercise price per share, Forfeited | 4.85 | |
Weighted average exercise price per share, Expired | 2.03 | |
Weighted average exercise price per share, Outstanding | 4.26 | $ 3.64 |
Weighted average exercise price per share, Exercisable | 1.32 | |
Weighted average exercise price per share, Vested and expected to vest | $ 4.26 | |
Weighted average remaining contractual term (years), Outstanding at ending | 6 years 9 months 18 days | 6 years 1 month 6 days |
Weighted average remaining contractual term (years), Exercisable | 5 years 1 month 28 days | |
Weighted average remaining contractual term (years), Vested and expected to vest | 6 years 9 months 18 days | |
Aggregate intrinsic value, Outstanding | $ 738 | |
Aggregate intrinsic value, Exercisable | $ 673 |
Stock-Based Compensation - Schedule of Fair Value of Each Stock Option Estimated Using Weighted Average Assumptions (Details) |
3 Months Ended |
---|---|
Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 71.20% |
Risk-free interest rate | 3.90% |
Expected term (in years) | 6 years |
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units |
3 Months Ended |
---|---|
Mar. 31, 2024
$ / shares
shares
| |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Outstanding at December 31, 2023 | shares | 872,037 |
Number of shares, Granted | shares | 685,213 |
Number of shares, vested | shares | (685,213) |
Number of shares, Forfeited | shares | (39,304) |
Number of shares, Outstanding at March 31, 2024 | shares | 832,733 |
Weighted average grant date fair value, Outstanding at December 31, 2023 | $ / shares | $ 11.27 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.35 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 1.35 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 9.39 |
Weighted average grant date fair value, Outstanding at March 31, 2024 | $ / shares | $ 11.36 |
Leases - Additional Information (Details) |
Mar. 31, 2024 |
---|---|
Lessee, Lease, Description [Line Items] | |
Lease term | 12 months |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease term | 1 year |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease term | 7 years |
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 334 | $ 194 |
Variable lease costs | 92 | 62 |
Total lease cost | $ 427 | $ 256 |
Leases - Schedule of Other Information (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
Lessee, Lease, Description [Line Items] | |||
Operating lease right of use assets obtained in exchange for operating lease liabilities | $ 82 | $ 1,266 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 335 | $ 174 | |
Weighted average remaining lease term (years) | 2 years 8 months 12 days | 2 years 10 months 24 days | |
Weighted average discount rate | 5.00% | 8.50% |
Leases - Schedule of Future Maturities of Lease Liabilities (Details) $ in Thousands |
Mar. 31, 2024
USD ($)
|
---|---|
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
Remainder of 2024 | $ 1,020 |
2025 | 610 |
2026 | 443 |
2027 | 346 |
2028 | 136 |
Thereafter | 17 |
Total | 2,572 |
Less: imputed interest | 179 |
Present value of lease liabilities | $ 2,393 |
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill balance | $ 12,200,000 | |
Amortization of intangible assets | $ 100,000 | $ 46,000 |
Goodwill and Intangible Assets - Summary of Intangible Assets by Major Asset Class (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 2,440 | $ 2,440 |
Accumulated Amortization | (315) | (248) |
Net Book Value | $ 2,125 | $ 2,192 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 6 years 8 months 12 days | 6 years 8 months 12 days |
Gross | $ 450 | $ 450 |
Accumulated Amortization | (83) | (65) |
Net Book Value | $ 367 | $ 385 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | 10 years |
Gross | $ 170 | $ 170 |
Accumulated Amortization | (20) | (16) |
Net Book Value | $ 150 | $ 154 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | 10 years |
Gross | $ 1,820 | $ 1,820 |
Accumulated Amortization | (212) | (167) |
Net Book Value | $ 1,608 | $ 1,653 |
Goodwill and Intangible Assets - Summary of Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2024 | $ 203 | |
2025 | 270 | |
2026 | 270 | |
2027 | 262 | |
2028 | 260 | |
Thereafter | 860 | |
Total | $ 2,125 | $ 2,192 |
Income Taxes - Additional Information (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
U.S. federal income tax rate | 21.00% | 21.00% |
444*&"TQ4ON/[JW*_(CBJ>
MG].!0RK&8X4]L"CVTZC)0 0#>L96&D)K8-= 1>'Y5$!O?6-S-35"!7BE5NKT?6//YS]-/WY
M&6LO>FLOGI/^/Z;J>=FSB?A^\>)+J<2MK1MIMC_^\&9V]OIG+_Q@C]SM:;H]
MTBE4B\^<7JI<:"/^;H,2,Q< &?VUP'?,BL\=B22WHHM)$FT[(2/N %N K
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M=S!!479V<6!/8Q)VI74\"[#)X'>6%"#G\",%N@O$HUP _K /R^X\,,;9(=R
MDLD@=A@?#]H/Q\% -.OHD,S[=3[_!,.^M1K^PT:5.8*_E/0+::Z'0_[O-
M5U$6.RK9-/;1,<.0=S4YQXY([U6(&RLME[I"/I*@7/NLLKYU[ JLHG"0WF-[
M_!Z@TN^#7M+68Q8A! OVZXB?+$T/7S=236-
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M4$L#!!0 ( !* KEB;0\V=?0H #X@ 9 >&PO=V]R:W-H965T #%@TCJ9G
M_,4ML3CXB\\28W_>+:TSV/N_3G&L7$Q/N_#Y<&4+GM!-'X*W9#;4O_WEQ60^
M?G4&X+0%.#WG_4SDS]J=1C6)AZQF?&<99Y*L)1HPEQ%[T'G!U0YJ,H:4DSN,
MAIEZM1()L>",<96R#64B@2D3*EA^5L)1RIX<=V0'[*WCC)Q/'_=)H9H%/G:LH=52D73[G*]3QV?/,LZA_-AG,9O&S+JKD=;:39Q,FFS#MZSY
M(':\@F_6HMXR"6_KQTFSJSG+]:!M.:%AF$ZVK*A&BQO]V7V]N!%[6185OZ^#
M9K_=LOKU$R_%\^V(C(X??"L>-U)],%G<[-@C?^#R^^Z^AG>3SDM>;'G5%*(*
M:KZ^'=V1C\N$J@':XK\%?VY.7@&\GVIZ[ R
M#_4Z$0Z+"NO+>'5>52Q0Q7':Q)S2H>^A>O7PQ
M&/FOCI -&[+A,?1_GYRCHNQ@UZULG0RCDEM;<&ZQQJ^M9095K$&%"55]#+O!:XGQ UQD>1UVC16X*ZP
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M*UG&L60NSD^>KDNH
+ N3%7V>H'""HX1-&^VO[ >@N?/?8OAZ^'B&5
M5E1'<[6$Z'AT.1L(&[[(A!MO*OX*LC >K39?9N ,9>D%/%\:>"S>T +M9[';
M_P-02P,$% @ $H"N6-54GU,(!0 NPL !D !X;"]W;W)K"585S9
M2IL=!2_J4A)*#HC#@Y/HS+/E/O8@H0WVY/FNK1C#*JXM&?OYYYN_MWP6RJKL
MWY6X2P53U:M<)M@$YB&(7I'^D!ZW_MEA>KC:C)=DT]Z>8$3(E49ZETL;P\@4
MSI!:]QSE6.7HIP75F7R(TO,M#E(/3":+@:S:"(K:/@('#GKP@Z@C11&1G8+Z
M4H)