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Accounting Policies, by Policy (Policies) | 6 Months Ended
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Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract] |
Basis of Presentation and principles of Consolidation | Basis of Presentation and principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with Sunergy’s audited financial statements for the fiscal year ended December 31, 2023 as included with the Company’s Form 8-K/A filed with the SEC on March 25, 2024. The results reported in these unaudited condensed consolidated interim financial statements are not necessarily indicative of results for the full fiscal year. Our unaudited condensed consolidated interim financial statements include the accounts of Zeo Energy Corp, the accounts of Sun First Energy, LLC, Sunergy Solar LLC and Sunergy Roofing and Construction, LLC, all wholly owned subsidiaries, and ESGEN Opco, VIE for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. The December 31, 2023 balances reported herein are derived from the audited consolidated financial statements of Sunergy as included in the Company’s Current Report on Form 8-K/A Amendment No. 3, filed with the SEC on January 23, 2025.
Restatement to Previously Reported Financial Statements | Restatement to Previously Reported Financial Statements On November 13, 2024, the audit committee of the board of directors of Zeo Energy Corp. (the “Company”), after discussion with the management of the Company, concluded that (i) the Company’s previously issued financial statements for the fiscal years ended December 31, 2023 and 2022 included in the Company’s Form 8-K as filed with SEC on March 20, 2024 and as amended on March 25, 2024 and August 19, 2024 (the “8-K”), (ii) the Company’s unaudited condensed consolidated interim financial statements for the three months ended March 31, 2024 included in the Quarterly Report on Form 10-Q/A as filed with the SEC on August 19, 2024 (the “Q1 10-Q”), (iii) the Company’s unaudited condensed consolidated interim financial statements for three and six months ended June 30, 2024 included in the Quarterly Report on Form 10-Q as filed with the SEC on August 19, 2024 (the “Q2 10-Q”, and together with the Q1 10-Q, the “10-Qs”) and (iv) the financial statements noted in items (i) through (iii) above included in the Company’s Registration Statement on Form S-1, as amended (the “S-1”), which was declared effective by the SEC on October 1, 2024, should no longer be relied upon due to the misstatements described below. During the preparation of the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2024, the Company’s management identified the following misstatements, to the Company’s financial statements:
| ● | For the three and six months ended June 30, 2024, there were misstatements to revenue, net of financing fees and total revenue, cost of goods sold (exclusive of depreciation and amortization), prepaid installation costs, contract liabilities and accounts receivable, net for improper cut-off. Adjustments have been made to revenue, net of financing fees, total revenue and cost of goods sold (exclusive of depreciation and amortization) on the statements of operations as well as adjustments to reflect these adjustments in the balance sheet, statement of changes in redeemable noncontrolling interests and stockholders’ equity and statement of cash flows.
| ● | For the three and six months ended June 30, 2024 and 2023, cost of goods sold (exclusive of depreciation and amortization) included selling expenses related to commissions earned by the sales team and third party dealers related to obtaining sales orders and contracts. The Company has further determined that selling expenses should not be included in the cost of goods sold (exclusive of depreciation and amortization) but instead in sales and marketing expense as they do not relate to the direct delivery of the product or service but rather to the acquiring of the customer and sale of the product or service. This misstatement has no impact on total operating expenses, (loss) income from operations or net (loss) income. Additionally, this misstatement has no impact on the balance sheets, statements of changes in redeemable noncontrolling interests and stockholders’ equity or statements of cash flows.
| ● | As of June 30, 2024 and December 31, 2023, finance lease assets and liabilities were included in property, equipment and other fixed assets, net and in the current portion of long-term debt and long-term debt. The Company has further determined that the vehicles should be recorded as right-of-use finance lease assets and finance lease liabilities. Adjustments have been made to depreciation and amortization expense and interest expense on the statement of operations as well as adjustments to reflect the presentation of finance leases in the statement of cash flows.
| ● | For the six months ended June 30, 2023, adjustments have been made to reflect the correct presentation of operating leases within the statement of cash flows. This has no impact on total operating cash flows.
| ● | As of June 30, 2024, prepaid expenses and other current assets included prepaid expenses associated with shares issued in connection with arrangements with the Company’s service providers. After further investigation, it was determined that certain of these prepaid expenses should have been expensed at the time of issuance as there was no future service obligation in place and other prepaid expenses did not have the appropriate amortization expense recorded in association with the arrangements. Certain of these amounts initially recorded did not reflect the fair value of the Class A Common Stock at the date of the Business Combination which resulted in additional expense and an impact to additional paid-in capital for the incremental value of the shares issued. After further investigation, it was determined that this should be recorded as a period expense at the time of the issuance as there was no future service obligation in place. The amount recorded reflects the fair value at the date of the Business Combination and resulted in additional expense and an impact to additional paid-in capital for the incremental value.
| ● | For the three and six months ended June 30, 2024 and 2023, due to the nature of the underlying costs, reclassifications of expenses have been made between cost of goods sold (exclusive of depreciation and amortization), sales and marketing and general and administrative. This misstatement has no impact on total operating expenses, (loss) income from operations or net (loss) income. Additionally, this misstatement has no impact on the balance sheets, statements of changes in redeemable noncontrolling interests and stockholders’ equity or statements of cash flows.
This Note discloses the nature of the restatement adjustments and discloses the cumulative effects of these adjustments included in Amendment No. 1 to the Original Form 10-Q. The effects of the misstatements have been corrected in all impacted tables and footnotes throughout these unaudited condensed consolidated interim financial statements. Impact to the condensed consolidated balance sheet as of June 30, 2024
|  | As reported |  |  | Adjustment |  |  | As restated |
Accounts receivable, net |  | $ | 7,207,854 |  |  | $ | 322,096 |  |  | $ | 7,529,950 |
Prepaid installation costs |  | $ | 865,327 |  |  | $ | 281,878 |  |  | $ | 1,147,205 |
Prepaid expenses and other current assets |  | $ | 4,043,640 |  |  | $ | (2,474,173 | ) |  | $ | 1,569,467 |
Total current assets |  | $ | 17,895,800 |  |  | $ | (1,870,199 | ) |  | $ | 16,025,601 |
Other assets |  | $ | 235,442 |  |  | $ | 89,388 |  |  | $ | 324,830 |
Property, equipment and other fixed assets, net |  | $ | 2,843,624 |  |  | $ | (554,018 | ) |  | $ | 2,289,606 |
Right of use financing lease assets |  | $ | - |  |  | $ | 515,248 |  |  | $ | 515,248 |
Total assets |  | $ | 49,071,069 |  |  | $ | (1,819,581 | ) |  | $ | 47,251,488 |
Current portion of long-term debt |  | $ | 420,745 |  |  | $ | (113,319 | ) |  | $ | 307,426 |
Current portion of obligations under financing leases |  | $ | - |  |  | $ | 124,293 |  |  | $ | 124,293 |
Contract liabilities |  | $ | 279,901 |  |  | $ | 155,588 |  |  | $ | 435,489 |
Total current liabilities |  | $ | 8,234,084 |  |  | $ | 166,562 |  |  | $ | 8,400,646 |
Obligations under financing leases, non-current |  | $ | - |  |  | $ | 415,619 |  |  | $ | 415,619 |
Long-term debt |  | $ | 1,175,047 |  |  | $ | (489,418 | ) |  | $ | 685,629 |
Total liabilities |  | $ | 12,205,927 |  |  | $ | 92,763 |  |  | $ | 12,298,690 |
Additional paid in capital |  | $ | 2,033,500 |  |  | $ | 384,388 |  |  | $ | 2,417,888 |
Accumulated deficit |  | $ | (53,155,439 | ) |  | $ | (2,296,732 | ) |  | $ | (55,452,171 | )
Total stockholders’ deficit |  | $ | (51,117,913 | ) |  | $ | (1,912,344 | ) |  | $ | (53,030,257 | )
Total liabilities, redeemable noncontrolling interests and stockholders’ equity |  | $ | 49,071,069 |  |  | $ | (1,819,581 | ) |  | $ | 47,251,488 |
Impact to the condensed consolidated statement of operations for the three months ended June 30, 2024
|  | As reported |  |  | Adjustment |  |  | As restated |
Revenue, net of financing fees |  | $ | 7,714,200 |  |  | $ | 84,446 |  |  | $ | 7,798,646 |
Total revenue |  | $ | 14,711,826 |  |  | $ | 84,446 |  |  | $ | 14,796,272 |
Cost of goods sold (exclusive of depreciation and amortization shown below) |  | $ | 10,325,979 |  |  | $ | (3,266,140 | ) |  | $ | 7,059,839 |
Depreciation and amortization |  | $ | 456,841 |  |  | $ | (3,172 | ) |  | $ | 453,669 |
Sales and marketing |  | $ | 215,192 |  |  | $ | 4,206,871 |  |  | $ | 4,422,063 |
General and administrative |  | $ | 5,909,385 |  |  | $ | (385,814 | ) |  | $ | 5,523,571 |
Total operating expenses |  | $ | 16,907,397 |  |  | $ | 551,745 |  |  | $ | 17,459,142 |
Loss from operations |  | $ | (2,195,571 | ) |  | $ | (467,299 | ) |  | $ | (2,662,870 | )
Interest expense |  | $ | (34,233 | ) |  | $ | (15,575 | ) |  | $ | (49,808 | )
Total other income (expense), net |  | $ | 844,588 |  |  | $ | (15,575 | ) |  | $ | 829,013 |
Net loss before taxes |  | $ | (1,350,983 | ) |  | $ | (482,874 | ) |  | $ | (1,833,857 | )
Income tax benefit |  | $ | 61,185 |  |  | $ | 15,353 |  |  | $ | 76,538 |
Net loss |  | $ | (1,289,798 | ) |  | $ | (467,521 | ) |  | $ | (1,757,319 | )
Net loss subsequent to the Business Combination |  | $ | (1,289,798 | ) |  | $ | (467,521 | ) |  | $ | (1,757,319 | )
Less: Net (loss) attributable to redeemable noncontrolling interests |  | $ | (1,457,036 | ) |  | $ | (22,493 | ) |  | $ | (1,479,529 | )
Net loss attributable to Class A common stock |  | $ | 167,238 |  |  | $ | (445,028 | ) |  | $ | (277,790 | )
Basic and diluted net loss per common unit |  | $ | 0.03 |  |  | $ | (0.09 | ) |  | $ | (0.06 | )
Impact to the condensed consolidated statement of operations for the three months ended June 30, 2023
|  | As reported |  |  | Adjustment |  |  | As restated |
Cost of goods sold (exclusive of depreciation and amortization shown below) |  | $ | 24,444,491 |  |  | $ | (6,362,492 | ) |  | $ | 18,081,999 |
Depreciation and amortization |  | $ | 489,566 |  |  | $ | (6,215 | ) |  | $ | 483,351 |
Sales and marketing |  | $ | 490,875 |  |  | $ | 6,419,138 |  |  | $ | 6,910,013 |
General and administrative |  | $ | 3,826,017 |  |  | $ | (90,383 | ) |  | $ | 3,735,634 |
Total operating expenses |  | $ | 29,250,949 |  |  | $ | (39,952 | ) |  | $ | 29,210,997 |
Income from operations |  | $ | 828,416 |  |  | $ | 39,952 |  |  | $ | 868,368 |
Interest expense |  | $ | (23,999 | ) |  | $ | (8,144 | ) |  | $ | (32,143 | )
Total other income (expense), net |  | $ | (31,168 | ) |  | $ | (8,144 | ) |  | $ | (39,312 | )
Net income before taxes |  | $ | 797,248 |  |  | $ | 31,808 |  |  | $ | 829,056 |
Net income |  | $ | 797,248 |  |  | $ | 31,808 |  |  | $ | 829,056 |
Less: Net income attributable to Sunergy Renewables LLC prior to the Business Combination |  | $ | - |  |  | $ | 829,056 |  |  | $ | 829,056 |
Impact to the condensed consolidated statement of operations for the six months ended June 30, 2024
|  | As reported |  |  | Adjustment |  |  | As restated |
Revenue, net of financing fees |  | $ | 18,765,221 |  |  | $ | 362,812 |  |  | $ | 19,128,033 |
Total revenue |  | $ | 34,575,616 |  |  | $ | 362,812 |  |  | $ | 34,938,428 |
Cost of goods sold (exclusive of depreciation and amortization shown below) |  | $ | 27,689,680 |  |  | $ | (6,671,875 | ) |  | $ | 21,017,805 |
Depreciation and amortization |  | $ | 919,542 |  |  | $ | (6,344 | ) |  | $ | 913,198 |
Sales and marketing |  | $ | 334,175 |  |  | $ | 10,641,675 |  |  | $ | 10,975,850 |
General and administrative |  | $ | 9,585,444 |  |  | $ | (842,451 | ) |  | $ | 8,742,993 |
Total operating expenses |  | $ | 38,528,841 |  |  | $ | 3,121,005 |  |  | $ | 41,649,846 |
Income from operations |  | $ | (3,953,225 | ) |  | $ | (2,758,193 | ) |  | $ | (6,711,418 | )
Interest expense |  | $ | (71,287 | ) |  | $ | (13,743 | ) |  | $ | (85,030 | )
Total other income (expense), net |  | $ | 669,534 |  |  | $ | (13,743 | ) |  | $ | 655,791 |
Net loss before taxes |  | $ | (3,283,691 | ) |  | $ | (2,771,936 | ) |  | $ | (6,055,627 | )
Income tax benefit |  | $ | 101,818 |  |  | $ | 89,388 |  |  | $ | 191,206 |
Net loss |  | $ | (3,181,873 | ) |  | $ | (2,682,548 | ) |  | $ | (5,864,421 | )
Net loss subsequent to the Business Combination |  | $ | (2,658,192 | ) |  | $ | (2,682,548 | ) |  | $ | (5,340,740 | )
Less: Net loss attributable to redeemable noncontrolling interests |  | $ | (1,581,239 | ) |  |  | (1,950,220 | ) |  |  | (3,531,459 | )
Net loss attributable to Class A common stock |  | $ | (1,076,953 | ) |  | $ | (732,328 | ) |  | $ | (1,809,281 | )
Basic and diluted net loss per common unit |  | $ | (0.36 | ) |  | $ | (0.24 | ) |  | $ | (0.60 | )
Impact to the condensed consolidated statement of operations for the six months ended June 30, 2023
|  | As reported |  |  | Adjustment |  |  | As restated |
Cost of goods sold (exclusive of depreciation and amortization shown below) |  | $ | 39,253,706 |  |  | $ | (10,481,072 | ) |  | $ | 28,772,634 |
Depreciation and amortization |  | $ | 922,165 |  |  | $ | (11,972 | ) |  | $ | 910,193 |
Sales and marketing |  | $ | 1,040,480 |  |  | $ | 10,177,854 |  |  | $ | 11,218,334 |
General and administrative |  | $ | 5,152,604 |  |  | $ | 260,601 |  |  | $ | 5,413,205 |
Total operating expenses |  | $ | 46,368,955 |  |  | $ | (54,589 | ) |  | $ | 46,314,366 |
Income from operations |  | $ | 2,441,899 |  |  | $ | 54,589 |  |  | $ | 2,496,488 |
Interest expense |  | $ | (39,543 | ) |  | $ | (12,981 | ) |  | $ | (52,524 | )
Total other income (expense), net |  | $ | (41,712 | ) |  | $ | (12,981 | ) |  | $ | (54,693 | )
Net income before taxes |  | $ | 2,400,187 |  |  | $ | 41,608 |  |  | $ | 2,441,795 |
Net income |  | $ | 2,400,187 |  |  | $ | 41,608 |  |  | $ | 2,441,795 |
Less: Net income attributable to Sunergy Renewables LLC prior to the Business Combination |  | $ | - |  |  | $ | 2,441,795 |  |  | $ | 2,441,795 |
Impact to the condensed consolidated statement of changes in redeemable noncontrolling interests and stockholders’ equity for the three and six months ended June 30, 2024
|  | As reported |  |  | Adjustment |  |  | As restated |
Class B units |  |  |  |  |  |  |  |  |
For the three months ended March 31, 2024: |  |  |  |  |  |  |  |  |
Establishment of redeemable noncontrolling interests |  | $ | 26,089,174 |  |  | $ | 27,374 |  |  | $ | 26,116,548 |
Subsequent measurement of redeemable noncontrolling interests |  | $ | 174,520,120 |  |  | $ | 1,900,353 |  |  | $ | 176,420,473 |
Net loss |  | $ | (8,348,294 | ) |  | $ | (1,927,727 | ) |  | $ | (10,276,021 | )
For the three months ended June 30, 2024: |  |  |  |  |  |  |  |  |  |  |  |
Subsequent measurement of redeemable noncontrolling interests |  | $ | (118,284,464 | ) |  | $ | 406,881 |  |  | $ | (117,877,583 | )
Net income (loss) |  | $ | (1,457,036 | ) |  | $ | (406,881 | ) |  | $ | (1,863,917 | )
Class A Common Stock - Shares |  |  |  |  |  |  |  |  |  |  |  |
Issuance of Class A Shares to third party advisors |  |  | 553,207 |  |  |  | (375,000 | ) |  |  | 178,207 |
Stock-based compensation |  |  | - |  |  |  | 375,000 |  |  |  | 375,000 |
Class A Common Stock - Amount |  |  |  |  |  |  |  |  |  |  |  |
Issuance of Class A Shares to third party advisors |  | $ | 55 |  |  | $ | (37 | ) |  | $ | 18 |
Stock-based compensation |  | $ | - |  |  | $ | 37 |  |  | $ | 37 |
Additional paid-in capital |  |  |  |  |  |  |  |  |  |  |  |
For the three months ended March 31, 2024: |  |  |  |  |  |  |  |  |  |  |  |
Issuance of Class A Shares to third party advisors |  | $ | 2,765,980 |  |  | $ | (1,874,963 | ) |  | $ | 891,017 |
Establishment on noncontrolling interests |  | $ | (26,089,174 | ) |  | $ | (27,374 | ) |  | $ | (26,116,548 | )
Stock-based compensation |  |  | 504,834 |  |  |  | 2,613,713 |  |  |  | 3,118,547 |
Subsequent measurement of redeemable noncontrolling interests |  | $ | (5,335,650 | ) |  | $ | (711,376 | ) |  | $ | (6,047,026 | )
For the three months ended June 30, 2024: |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) |  | $ | (384,388 | ) |  | $ | 384,388 |  |  | $ | - |
Balance, June 30, 2024 |  | $ | 2,033,500 |  |  | $ | 384,388 |  |  | $ | 2,417,888 |
Accumulated deficit |  |  |  |  |  |  |  |  |  |  |  |
Balance December 31, 2023 |  | $ | (564,799 | ) |  | $ | 31,454 |  |  | $ | (533,345 | )
Subsequent measurement of redeemable noncontrolling interests |  | $ | (169,184,470 | ) |  | $ | (1,188,977 | ) |  | $ | (170,373,447 | )
Net loss |  | $ | (1,244,191 | ) |  | $ | (287,300 | ) |  | $ | (1,531,491 | )
Balance, March 31, 2024 |  | $ | (171,607,141 | ) |  | $ | (1,444,823 | ) |  | $ | (173,051,964 | )
Subsequent measurement of redeemable noncontrolling interests |  | $ | 118,284,464 |  |  | $ | (406,881 | ) |  | $ | 117,877,583 |
Net income (loss) |  | $ | 167,238 |  |  | $ | (445,028 | ) |  | $ | (277,790 | )
Balance, June 30, 2024 |  | $ | (53,155,439 | ) |  | $ | (2,296,732 | ) |  | $ | (55,452,171 | )
Total Stockholders’ Deficit |  |  |  |  |  |  |  |  |  |  |  |
Balance December 31, 2023 |  | $ | 30,591,065 |  |  |  | 31,454 |  |  |  | 30,622,519 |
Issuance of Class A Shares to third party advisors |  | $ | 2,766,035 |  |  | $ | (1,875,000 | ) |  | $ | 891,035 |
Establishment of redeemable noncontrolling interests |  | $ | (26,089,174 | ) |  | $ | (27,374 | ) |  | $ | (26,116,548 | )
Stock-based compensation |  |  | 504,834 |  |  |  | 2,613,750 |  |  |  | 3,118,584 |
Subsequent measurement of redeemable noncontrolling interests |  | $ | (174,520,120 | ) |  | $ | (1,900,353 | ) |  | $ | (176,420,473 | )
Net loss |  | $ | (1,244,191 | ) |  | $ | (287,300 | ) |  | $ | (1,531,491 | )
Balance, March 31, 2024 |  | $ | (171,603,115 | ) |  | $ | (1,444,823 | ) |  | $ | (173,047,938 | )
Subsequent measurement of redeemable noncontrolling interests |  | $ | 118,284,464 |  |  | $ | (406,881 | ) |  | $ | 117,877,583 |
Net income |  | $ | (217,150 | ) |  | $ | (60,640 | ) |  | $ | (277,790 | )
Balance, June 30, 2024 |  | $ | (51,117,913 | ) |  | $ | (1,912,344 | ) |  | $ | (53,030,257 | )
|  | As reported |  |  | Adjustment |  |  | As restated |
Class B units |  |  |  |  |  |  |  |  |
Net income prior to the business combination |  | $ | 1,602,939 |  |  | $ | (1,602,939 | ) |  | $ | - |
Balance, March 31, 2023 |  | $ | 1,602,939 |  |  | $ | (1,602,939 | ) |  | $ | - |
Net income prior to the business combination |  | $ | 797,249 |  |  | $ | (797,249 | ) |  | $ | - |
Balance, June 30, 2023 |  | $ | 2,400,188 |  |  | $ | (2,400,188 | ) |  | $ | - |
Retained earnings |  |  |  |  |  |  |  |  |  |  |  |
Net income prior to the business combination |  | $ | - |  |  | $ | 1,612,737 |  |  |  | 1,612,737 |
Balance, March 31, 2023 |  | $ | (46,341 | ) |  | $ | 1,612,737 |  |  | $ | 1,566,396 |
Net income prior to the business combination |  | $ | - |  |  | $ | 829,058 |  |  | $ | 829,058 |
Balance, June 30, 2023 |  | $ | (407,660 | ) |  | $ | 2,441,795 |  |  | $ | 2,034,135 |
Total Stockholders’ Equity |  |  |  |  |  |  |  |  |  |  |  |
Net income prior to the business combination |  | $ | - |  |  | $ | 1,612,737 |  |  | $ | 1,612,737 |
Balance, March 31, 2023 |  | $ | 31,109,523 |  |  | $ | 1,612,737 |  |  | $ | 32,722,260 |
Net income prior to the business combination |  | $ | - |  |  | $ | 829,058 |  |  | $ | 829,058 |
Balance, June 30, 2023 |  | $ | 30,748,204 |  |  | $ | 2,441,795 |  |  | $ | 33,189,999 |
Impact to the condensed consolidated statement of cash flows for the six months ended June 30, 2024
|  | As reported |  |  | Adjustment |  |  | As restated |
Cash Flows from Operating Activities |  |  |  |  |  |  |  |  |
Net loss |  | $ | (3,181,873 | ) |  | $ | (2,682,548 | ) |  | $ | (5,864,421 | )
Adjustment to reconcile net loss to cash used in operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  | $ | 919,542 |  |  | $ | (74,580 | ) |  | $ | 844,962 |
Non-cash finance lease expense |  | $ | - |  |  | $ | 68,236 |  |  | $ | 68,236 |
Stock based compensation expense |  | $ | 2,922,722 |  |  |  | 2,675,967 |  |  |  | 5,598,689 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Accounts receivable |  | $ | (1,859,808 | ) |  | $ | (2,592,213 | ) |  | $ | (4,452,021 | )
Accounts receivable due from related parties |  | $ | (2,692,841 | ) |  | $ | 2,270,117 |  |  | $ | (422,724 | )
Accrued expenses and other current liabilities |  | $ | (829,506 | ) |  | $ | (517,521 | ) |  | $ | (1,347,027 | )
Accrued expenses and other current liabilities due to related parties |  | $ | (2,148,960 | ) |  | $ | 517,521 |  |  | $ | (1,631,439 | )
Prepaid installation costs |  | $ | 4,049,737 |  |  | $ | (281,878 | ) |  | $ | 3,767,859 |
Prepaids and other current assets |  | $ | (1,459,636 | ) |  | $ | 536,957 |  |  |  | (922,679 | )
Other assets |  | $ | (111,993 | ) |  | $ | (89,388 | ) |  | $ | (201,381 | )
Contract liabilities |  | $ | (3,889,354 | ) |  | $ | 252,273 |  |  | $ | (3,637,081 | )
Contract liabilities due to related parties |  | $ | (1,054,263 | ) |  | $ | (96,685 | ) |  | $ | (1,150,948 | )
Net cash used in operating activities |  | $ | (12,338,008 | ) |  | $ | (13,742 | ) |  | $ | (12,351,750 | )
Cash flows from Financing Activities |  |  |  |  |  |  |  |  |  |  |  |
Repayments of debt |  | $ | (198,624 | ) |  | $ | 71,517 |  |  | $ | (127,107 | )
Repayments of finance lease |  | $ | - |  |  | $ | (57,775 | ) |  | $ | (57,775 | )
Net cash provided by financing activities |  | $ | 9,988,651 |  |  | $ | 13,742 |  |  | $ | 10,002,393 |
Supplemental Cash Flow Information |  |  |  |  |  |  |  |  |  |  |  |
Cash paid for interest |  | $ | 70,284 |  |  | $ | (10,046 | ) |  | $ | 60,238 |
Non-cash transactions |  |  |  |  |  |  |  |  |  |  |  |
Issuance of Class A common stock to vendors |  | $ | 2,478,480 |  |  | $ | (1,587,445 | ) |  | $ | 891,035 |
Preferred dividends |  | $ | 8,224,091 |  |  | $ | 384,388 |  |  | $ | 8,608,479 |
Impact to the condensed consolidated statement of cash flows for the six months ended June 30, 2023
|  | As reported |  |  | Adjustment |  |  | As restated |
Cash Flows from Operating Activities |  |  |  |  |  |  |  |  |
Net income |  | $ | 2,400,187 |  |  | $ | 41,608 |  |  | $ | 2,441,795 |
Adjustment to reconcile net income to cash used in operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  | $ | 922,165 |  |  | $ | (42,616 | ) |  | $ | 879,549 |
Non-cash operating lease expense |  | $ | - |  |  | $ | 250,618 |  |  | $ | 250,618 |
Non-cash finance lease expense |  | $ | - |  |  | $ | 30,644 |  |  | $ | 30,644 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Accrued expenses and other current liabilities |  | $ | 2,083,766 |  |  | $ | (15,898 | ) |  | $ | 2,067,868 |
Contract liabilities |  | $ | - |  |  | $ | (1,046,093 | ) |  | $ | (1,046,093 | )
Operating lease payments |  | $ | (1,046,093 | ) |  | $ | 811,372 |  |  | $ | (234,721 | )
Net cash provided by operating activities |  | $ | 1,849,251 |  |  |  | 29,635 |  |  |  | 1,878,886 |
Cash flows from Investing Activities |  |  |  |  |  |  |  |  |  |  |  |
Purchases of property, equipment and other fixed assets |  | $ | (784,209 | ) |  | $ | 745,792 |  |  | $ | (38,417 | )
Net cash used in investing activities |  | $ | (784,209 | ) |  |  | 745,792 |  |  |  | (38,417 | )
Cash flows from Financing Activities |  |  |  |  |  |  |  |  |  |  |  |
Proceeds from the issuance of debt |  | $ | 745,975 |  |  | $ | (745,975 | ) |  | $ | - |
Repayments of debt |  | $ | (138,347 | ) |  |  | 184 |  |  |  | (138,163 | )
Repayments of finance lease |  |  | - |  |  | $ | (29,636 | ) |  | $ | (29,636 | )
Net cash provided by (used in) financing activities |  | $ | 79,986 |  |  | $ | (775,427 | ) |  | $ | (695,441 | )
Supplemental Cash Flow Information |  |  |  |  |  |  |  |  |  |  |  |
Cash paid for interest |  | $ | 37,851 |  |  | $ | 311 |  |  | $ | 38,162 |
Non-cash transactions |  |  |  |  |  |  |  |  |  |  |  |
Recording of operating right-of-use assets and lease liability |  | $ | - |  |  | $ | 653,663 |  |  | $ | 653,663 |
Recording of finance right-of-use assets and lease liability |  | $ | - |  |  | $ | 682,365 |  |  | $ | 682,365 |
Use of Estimates | Use of Estimates The preparation of the Company’s unaudited condensed consolidated interim financial statements in conformity with US GAAP requires it to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Some of the more significant estimates include fair value of warrant liabilities, redemption value of non-controlling interest, subsequent realizability of intangible assets, useful lives of depreciation and amortization and collectability of accounts receivable. Due to the uncertainty involved in making estimates, actual results could differ from those estimates which could have a material effect on the financial condition and results of operations in future periods. The Company bases its estimates and assumptions on historical experience and other factors, including the current economic environment and on various other judgements that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment could have a material effect on the financial condition and results of future operations in future periods.
Segments Information | Segments Information Operating segments are defined as components of an enterprise for which separate discrete financial information is evaluated regularly by our chief executive officer, who is the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. The CODM reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Accordingly, the Company operates and manages its business as one operating and reportable segment.
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and cash equivalents and approximates the fair value.
Accounts receivable, net of allowance for credit losses | Accounts receivable, net of allowance for credit losses Accounts receivable is presented at the invoiced receivable amounts, less any allowance for any potential expected credit loss amounts, and do not bear interest. The Company estimates allowance for credit losses based on the creditworthiness of each customer, historical collections experience, forward looking information and other information including the aging of the receivables. This analysis resulted in an allowance for credit losses as of June 30, 2024 and December 31, 2023 of $1,112,580 and $862,580, respectively. Additionally, the Company had no write-offs and no recoveries for each of the three and six months ended June 30, 2024 and 2023. The majority of our customers finance their purchase and installation of solar panels through various financing companies, who then remit payment to Sunergy typically within 3 days after installation. The Company is not deemed a borrower with these financing agreements and as a result is not subject to any of the terms of the financing transaction between the financing company and the customer.
Prepaid installation costs | Prepaid installation costs Prepaid installation costs include costs incurred prior to completion of installations of solar systems. Such costs include the cost of engineering, permits, governmental fees, advances for sales commissions, and other related solar installation costs. These costs are charged to Cost of goods sold when each installation is completed.
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets consist of accrued employee expenses, prepaid insurance, and other current assets.
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and trade accounts receivable. The Company maintains its cash and cash equivalent balances in highly rated financial institutions, which at times may exceed federally insured limits. The amounts over these insured limits as of June 30, 2024 and December 31, 2023 were $5,092,120 and $6,979,011, respectively. The Company mitigates this concentration of credit risk by monitoring the credit worthiness of the financial institutions. No losses have been incurred to date on any deposits. The Company performs periodic credit evaluations of its customers’ financial condition and also monitors the financial condition of the financial counterparties that finance customer transactions and generally does not require collateral. No one customer or financing counterparty exceeded 10% of accounts receivable as of June 30, 2024 and December 31, 2023.
Inventories | Inventories Inventories are primarily comprised of solar panels and other related items necessary for installations and service needs. Inventories are accounted for on a first-in-first-out basis and are measured at the lower of cost or net realizable value, where cost is determined using a weighted-average cost method. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as cost of goods sold in the condensed consolidated statements of operations. As of June 30, 2024 and December 31, 2023, inventory was $436,859 and $350,353, respectively.
Property, equipment and other fixed assets | Property, equipment and other fixed assets Property, equipment and other fixed assets are carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the related costs and accumulated depreciation are removed from their respective accounts, and any difference between the sale proceeds and the carrying amount of the asset is recognized as a gain or loss on disposal in the combined consolidated Statements of Income. Software that is developed for internal use and is accounted for pursuant to ASC 350-40, Intangibles, Goodwill and Other-Internal-Use Software. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Internally developed software is amortized using the straight-line method over an estimated useful life. All other expenditures, including those incurred in order to maintain an intangible asset’s current level of performance, are expensed as incurred. When these assets are retired or disposed of, the cost and accumulated amortization thereon are removed, and any resulting gain or losses are included in the consolidated statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five years, across all asset classes. The estimated useful lives and depreciation methods are reviewed at each year-end, with the effect of any changes in estimates accounted for prospectively. All depreciation expense is included with depreciation and amortization in the condensed consolidated statements of operations.
Impairment of long-lived assets | Impairment of long-lived assets Management reviews each asset or asset group for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable, and at least annually. No impairment provisions were recorded by the Company during the three and six months ended June 30, 2024 and 2023.
Business Combinations | Business Combinations The Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed in the transaction constitute a business in accordance with ASC Topic 805. Such acquisitions are accounted using the acquisition method by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Where the set of assets acquired and liabilities assumed doesn’t constitute a business, it is accounted for as an asset acquisition where the individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred.
Goodwill | Goodwill Goodwill is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business combination over the acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill. First, the Company assesses qualitative factors to determine whether or not it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test comparing the fair value of the applicable reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the Company recognizes an impairment loss in the consolidated statements of operations for the amount by which the carrying amount exceeds the fair value of the reporting unit. The Company performs its annual goodwill impairment test at December 31 of each year. There was no goodwill impairment for the three months ended June 30, 2024 and 2023.
Intangible assets subject to amortization | Intangible assets subject to amortization Intangible assets include trade names, customer lists and non-compete agreements. Amounts are subject to amortization on a straight-line basis over the estimated period of benefit and are subject to annual impairment consideration. Costs incurred to renew or extend the term of a recognized intangible asset, such as the acquired trademark, are capitalized as part of the intangible asset and amortized over its revised estimated useful life. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. The Company determines fair value based on discounted cash flows using a discount rate commensurate with the risk inherent in the Company’s current business model for the specific intangible asset being valued. No impairment charges were recorded for the three and six months ended June 30, 2024 and 2023.
Leases | Leases The Company evaluates the contracts it enters into to determine whether such contracts contain leases at inception. A contract contains a lease if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. At commencement, contracts containing a lease are further evaluated for classification as an operating or finance lease where the Company is a lessee. When the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Operating Leases A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. Operating leases are included in the line items right-of-use (“ROU”) asset, lease liabilities, current, and non-current lease liabilities in the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. For operating leases, the Company measures its lease liabilities based on the present value of the total lease payments not yet paid. These payments are then discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The Company measures ROU assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing lease expense when the lessor makes the underlying asset available to the Company. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. For leases with a lease term of less than one year (short-term leases), the Company has elected not to recognize a lease liability or ROU asset on its consolidated balance sheet. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short-term lease costs are immaterial to its condensed consolidated statements of operations and cash flows. Finance leases Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. Lease costs for finance leases where the Company is the lessee includes the amortization of the ROU asset, which is amortized on a straight-line basis and recorded to depreciation and amortization and interest expense on the finance lease liability, which is calculated using the effective interest method and recorded to interest expense on the accompanying condensed consolidated statements of operations. Finance lease ROU assets are amortized over the shorter of their estimated useful lives or the terms of the respective leases. If the Company is reasonably certain to exercise the option to purchase the underlying asset at the end of lease term, the finance lease ROU assets are amortized to the end of useful life of the assets on a straight-line basis.
Warrant Liabilities | Warrant Liabilities The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-40, Derivatives and Hedging (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for the Public Warrants (as defined in Note 11) (the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model. The quoted market price is utilized as the fair value as of each relevant date.
Accrual for Probable Loss Contingencies | Accrual for Probable Loss Contingencies In the normal course of business, the Company is involved in various claims and legal proceedings. A liability is recorded for such matters when it is probable that a loss has been incurred and the amounts can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. Legal costs associated with loss contingencies are expensed as incurred.
Revenue Recognition | Revenue Recognition The Company accounts for its revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company applies judgment in the determination of performance obligations in accordance with ASC 606. Performance obligations in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. In addition, a single performance obligation may comprise a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. This principle is achieved through applying the following five-step approach:
| ● | Step 1 - Identification of the contract, or contracts, with a client.
| ● | Step 2 - Identification of the performance obligations in the contract.
| ● | Step 3 - Determination of the transaction price.
| ● | Step 4 - Allocation of the transaction price to the performance obligations in the contract
| ● | Step 5 - Recognition of revenue when, or as, the Company satisfies a performance obligation.
The Company recognizes and records revenue from its operations upon completion of installation for both solar system installations and roofing installations. In connection with the sales and installation, a signed contract between the Company and the purchaser defines the duties and obligations of each party. The contract is specific as to the duties and responsibilities which govern the accounting for these transactions. Once the Company’s performance obligations are met with installation completed, according to the signed contract, the Company’s obligations are completed, and title is transferred to the buyer. The Company believes its performance obligation is completed once the installation of the solar panels is completed, which is prior to the customer receiving permission to operate the solar panels from the local utility company. The Company records sales revenue at this point in time in its accounting records. Many of the Company’s customers finance their obligations with third parties. In these situations, the finance company deducts their financing fees and remits the net amount to the Company. Revenue recorded is equal to the contract amount signed by the purchaser, net of the financing fees. The Company incurs several costs associated with the installation prior to its completion recorded. In accordance with ASC 340, Other Assets and Deferred Costs, installation-related costs are recorded as prepaid expenses and other current assets and in turn are expensed when installation is completed. Thus, revenue recognition is in turn matched with the installation equipment costs and expense associated with the completion of each project.
|  | For the three months ended June 30, |  |  | For the six months ended June 30, |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Solar Systems Installations, gross |  | $ | 18,848,214 |  |  | $ | 40,936,775 |  |  | $ | 45,829,566 |  |  | $ | 64,309,392 |
Financing Fees |  |  | (4,790,013 | ) |  |  | (12,533,767 | ) |  |  | (12,727,590 | ) |  |  | (18,784,295 | )
Solar Systems Installations, net |  |  | 14,058,201 |  |  |  | 28,403,008 |  |  |  | 33,101,976 |  |  |  | 45,525,097 |
Roofing Installations |  |  | 738,071 |  |  |  | 1,676,357 |  |  |  | 1,836,452 |  |  |  | 3,285,757 |
Total net revenues |  | $ | 14,796,272 |  |  | $ | 30,079,365 |  |  | $ | 34,938,428 |  |  | $ | 48,810,854 |
Contract liabilities The Company receives both customer lender advances and, when the customer does not utilize third-party financing, customer advances. These amounts are listed on the balance sheet as contract liabilities and are considered a liability of the Company until the installation is completed. When an installation is delayed, the lender may withdraw their lender advances until the project installation is completed. The contract liabilities amounts are expected to be recognized as revenue within a few months of the Company’s receipt of the funds. The following table summarizes the change in contract liabilities:
|  | June 30, 2024 |  |  | December 31, 2023 |
Contract liabilities, beginning of the period |  | $ | 5,223,518 |  |  | $ | 1,149,047 |
Revenue recognized from amounts included in contract liabilities at the beginning of the period |  |  | (5,223,518 | ) |  |  | (1,149,047 | )
Cash received prior to completion of performance obligation |  |  | 435,489 |  |  |  | 5,223,518 |
Contract liabilities, as of the end of the period |  | $ | 435,489 |  |  | $ | 5,223,518 |
Contract acquisition costs The Company pays sales commissions to sales representatives based on a percentage of the sales contracts entered into by the customer and the Company. Payment is made to the sales representative once installation is completed. Such costs are included as cost of goods sold on the condensed consolidated statement of operations. Since sales commission payments are subject to completion of the installation, payment is made commensurate with the recognition of revenue from the sale, and therefore the full expense is incurred as the Company does not have any remaining performance obligations.
Earnings per share | Earnings per share The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. Diluted earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and the dilutive effect of warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where a net loss has been reported. Prior to the Business Combination, the membership structure of Sunergy Renewable, LLC included membership units. In conjunction with the closing of the Business Combination, the Company effectuated a recapitalization whereby all membership units were converted to common units of ESGEN Opco, LLC, and Zeo Energy Corp. implemented a revised class structure including Class A Common Stock having one vote per share and economic rights and Class V Common Stock having one vote per share and no economic rights. The Company has determined that the calculation of loss per unit for periods prior to the Business Combination would not be meaningful to the users of these unaudited condensed consolidated interim financial statements. As a result, loss per share information has not been presented for periods prior to the Business Combination.
Stock-based Compensation | Stock-based Compensation The Company recognizes an expense for stock-based compensation awards based on the estimated fair value of the award on the date of grant. The Company has elected to account for restricted stock awards with market conditions using a graded vesting method. This method recognizes the compensation cost in the statement of operations over the requisite service period for each separately vesting tranche of awards. The Company has elected to recognize forfeitures as they occur rather than estimate expected forfeitures.
Fair value of Financial Instruments | Fair value of Financial Instruments Fair value is the price that would be received to sell an asset, or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). We classify fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 - Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accrued expenses, advanced funding, accounts payable, and debt approximate fair value due to their relatively short maturities.
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests Noncontrolling interests represent the portion of ESGEN Opco, LLC that Zeo Energy Corp. controls and consolidates but does not own. The noncontrolling interests was created as a result of the Business Combination and represents 33,730,000 common units issued by Zeo Energy Corp to the prior investors. As of the Close of the Business Combination, Zeo Energy Corp. held a 13.0% interest in ESGEN Opco LLC with the remaining 87.0% interest held by ESGEN OpCo’s prior investors. The prior investors’ interests in ESGEN Opco. LLC represent a redeemable noncontrolling interests. At its discretion, the members have the right to exchange their common units in ESGEN Opco LLC (along with the cancellation of the paired shares of Zeo Energy Corp or the Class V Common Stock) for either shares of Class A Common Stock on a one-to-one basis or cash proceeds of equal value at the time of redemption. Any redemption of ESGEN Opco, LLC Common Units in cash must be funded through a private or public offering of Class A Common Stock and is subject to the Company’s Board’s approval. As of June 30, 2024, the prior investors of ESGEN Opco LLC hold the majority of the voting rights on the Board. As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within the Company’s control, the Company classifies redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests in common units were initially measured at the ESGEN Opco, LLC prior investors’ share in the net assets of the Company upon consummation of the Business Combination. Subsequent remeasurements of the Company’s redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional paid-in capital of Zeo Energy Corp. Remeasurements of the Company’s redeemable noncontrolling interests are based on the fair value of our Class A Common Stock.
Redeemable Convertible Preferred Units | Redeemable Convertible Preferred Units The Company records redeemable convertible preferred units at fair value on the dates of issuance, unless an exception applies, net of issuance costs. The redeemable convertible preferred units have been classified outside of stockholders’ equity (deficit) as temporary equity on the accompanying condensed consolidated balance sheets because the shares contain certain redemption features that are not solely within the control of the Company. See Note 10 - Redeemable Noncontrolling Interests and Equity. Because the Class A convertible preferred units are held by the Sponsor at the OpCo level, the preferred units are presented as a noncontrolling interests on the condensed consolidated balance sheets.
Income Taxes | Income Taxes Zeo Energy Corp. is a corporation and thus is subject to United States (“U.S.”) federal, state and local income taxes. ESGEN Opco, LLC is a partnership for U.S. federal income tax purposes and therefore does not pay United States federal income tax. Instead, the ESGEN Opco, LLC unitholders, including Zeo Energy Corp., are liable for U.S. federal income tax on their respective shares of ESGEN OpCo, LLC’s taxable income. ESGEN OpCo, LLC is liable for income taxes in those states which tax entities classified as partnerships for U.S. federal income tax purposes. We use the asset and liability method of accounting for income taxes for the Company. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Management has evaluated the Company’s tax positions, including its previous status as a pass-through entity for federal and state tax purposes, and has determined that the Company has taken no uncertain tax positions that require adjustment to the condensed consolidated interim financial statements. The Company’s reserve related to uncertain tax positions was zero as of June 30, 2024 and December 31, 2023. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. The open tax years for the U.S. federal and state income tax purposes are 2019 and forward. The Company has calculated the provision for income taxes during the interim reporting period by applying an estimate of the Annual Effective Tax Rate (AETR) for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Our effective tax rate (ETR) from continuing operations was 3.8% and 0% for the three months ended June 30, 2024 and June 30, 2023, respectively, and 3.1% and 0% for the six months ended June 30, 2024 and June 30, 2023, respectively. The ETR for the three and six months ended June 30, 2024 differs from statutory rates primarily due to the non-controlling interest portion of ESGEN OpCo, LLC, which is a partnership for federal tax purposes.
Tax Receivable Agreement | Tax Receivable Agreement In conjunction with the consummation of the Transactions, Zeo Energy Corp entered into a Tax Receivable Agreement (the “TRA”) with ESGEN Opco, LLC and certain ESGEN Opco, LLC members (the “TRA Holders”). Pursuant to the TRA, Zeo Energy Corp. is required to pay the TRA Holders 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes) that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Business Combination as a result of, as applicable to each such TRA Holder, (i) certain increases in tax basis that occur as a result of the acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Exchangeable OpCo Units pursuant to the exercise of the OpCo Exchange Rights or a Mandatory Exchange and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments it makes under the Tax Receivable Agreement. All such payments to the TRA Holders are the obligations of Zeo Energy Corp., and not that of ESGEN Opco, LLC. As of June 30, 2024, there have been no exchanges of ESGEN Opco, LLC units for Class A Common Stock of Zeo Energy Corp. and, accordingly, no TRA liabilities currently exist. Future exchanges will result in incremental tax attributes and potential cash tax savings for Zeo Energy Corp. The associated liability for the Tax Receivable Agreement will be recorded as a decrease to additional paid-in capital in the consolidated statement of stockholders’ equity. As of March 31, 2024, the Company has concluded, based on applicable accounting standards, that it was more likely than not that its deferred tax assets subject to the TRA would not be realized; therefore, the Company has not recorded a liability related to the tax savings it may realize from utilization of such deferred tax assets. As of June 30,2024, the total unrecorded TRA liability is approximately $48.8 million. In accordance with ASC Topic 450, Contingencies, any changes to an existing TRA liability, including changes to the fair value measurement or to re-establish a TRA liability related to prior year exchanges, will be recorded as tax receivable agreement in other income (expense), net in the condensed consolidated statement of operations. Similarly, if utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA which will be recorded through the condensed consolidated statement of operations. See Note 13 – Related Party Transactions.
New Accounting Pronouncements | New Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”), which requires an enhanced disclosure of segments on an annual and interim basis, including the title of the chief operating decision maker, significant segment expenses, and the composition of other segment items for each segment’s reported profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to income tax disclosures (“ASU 2023-09”), expanding the disclosures requirement for income taxes primarily by requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and adoption of ASU 2023-09 can be applied prospectively or retrospectively. The Company is currently evaluating the impact of this standard.

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