Shoals Results Presentation Deck slide image

Shoals Results Presentation Deck

DISCLAIMER Forward-Looking Statements and Other Information This presentation contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "will," "would" or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date of this report. You should read this report with the understanding that our actual future results may be materially different from what we expect. The following is a summary of some of the material risks and uncertainties that could materially adversely affect Shoals Technologies Group, Inc.'s (the "Company's") business, financial condition and results of operations. You should read this summary together with the more detailed description of each risk factor contained in the Company's Annual Report on Form 10-K and, if applicable, any in the latest Form 10-Q: (i) if demand for solar energy projects does not continue to grow or grows at a slower rate than we anticipate, our business will suffer; (ii) existing electric utility industry policies and regulations, and any subsequent changes, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for our products or harm our ability to compete; (iii) our industry has historically been cyclical and experienced periodic downturns; (iv) if we fail to, or incur significant costs in order to, obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights, our business and results of operations could be materially harmed; (v) if we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed; (vi) acquisitions, joint ventures and/or investments, including our most recent acquisition of ConnectPV, and the failure to integrate acquired businesses, could disrupt our business and/or dilute or adversely affect the price of our common stock; (vii) if our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest, and our competitive position may be harmed; (viii) we may experience delays, disruptions or quality control problems in our manufacturing operations in part due to vendor concentration; (ix) the interruption of the flow of components and materials from international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports; (x) changes in the United States trade environment, including the imposition of import tariffs and antidumping and countervailing duties, could adversely affect the amount or timing of our revenue, results of operations or cash flows; (xi) we face risks related to actual or threatened health epidemics, such as the COVID-19 pandemic, and other outbreaks, which could significantly disrupt our manufacturing and operations; (xii) our future growth in the EV charging market is highly dependent on the demand for, and consumers' willingness to adopt, EVs; (xiii) the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business; (xiv) a drop in the price of electricity sold may harm our business, financial condition, results of operations and prospects; (xv) an increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets could make it difficult for end customers to finance the cost of a solar energy system and could reduce the demand for our products; (xvi) defects or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products; (xvii) our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations, resulting in a decline in the price of our Class A common stock; (xviii) compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our business operations and, if significant or extreme, affect our results of operations; (xix) our planned expansion could subject us to additional business, financial, regulatory and competitive risks; (xx) our indebtedness could adversely affect our financial flexibility and our competitive position; (xxi) our indebtedness may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations; (xxii) developments in alternative technologies may have a material adverse effect on demand for our offerings; (xxiii) we are a holding company and our principal asset is our interest in Shoals Parent and, accordingly, we are dependent upon Shoals Parent and its consolidated subsidiaries for our results of operations, cash flows and distributions; (xxiv) we are required to make payments under the Tax Receivable Agreement and the amounts of such payments will be significant; (xxv) we will not be reimbursed for any payments made to the beneficiaries under the Tax Receivable Agreement in the event that any purported tax benefits are subsequently disallowed by the IRS; (xxvi) as an emerging growth company within the meaning of the Securities Act, we may utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements could make our Class A common stock less attractive to investors; (xxvii) provisions in our certificate of incorporation and our bylaws may have the effect of delaying or preventing a change of control or changes in our management; (xxviii) our certificate of incorporation also provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees; (xxix) future sales of our Class A common stock, or the perception that such sales may occur, could depress our Class A common stock price; and (xxx) if we fail to implement and maintain effective internal controls over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. shoals Ⓒ2022 Shoals Technologies Group 2
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