UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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(Mark One)
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| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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| 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)
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(State or other jurisdiction of
incorporation or organization) |
| (Federal Employer
Identification No.) |
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(Address of principal executive offices) |
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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. YES NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES NO ☐
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐ Accelerated Filer ☐
Smaller Reporting Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES ☐ NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Outstanding at May 9, 2024 |
PINEAPPLE ENERGY INC.
INDEX
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| Page No. |
Part I. | Financial Information |
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| Item 1. | Financial Statements (Unaudited) |
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| Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | 4 | |
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| 7 | ||
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |
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31 | |||
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35 |
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PINEAPPLE ENERGY INC. | |||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
(Unaudited) | |||||
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ASSETS | |||||
| March 31 |
| December 31 | ||
| 2024 |
| 2023 | ||
CURRENT ASSETS: |
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Cash and cash equivalents | $ | |
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Restricted cash and cash equivalents |
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Trade accounts receivable, less allowance for |
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credit losses of $ |
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Inventories, net |
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Related party receivables |
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Prepaid expenses |
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Costs and estimated earnings in excess of billings |
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Other current assets |
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TOTAL CURRENT ASSETS |
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PROPERTY, PLANT AND EQUIPMENT, net |
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OTHER ASSETS: |
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Goodwill |
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Operating lease right of use asset |
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Intangible assets, net |
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Other assets, net |
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TOTAL OTHER ASSETS |
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TOTAL ASSETS | $ | |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||
CURRENT LIABILITIES: |
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Accounts payable | $ | |
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Accrued compensation and benefits |
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Operating lease liability |
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Accrued warranty |
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Other accrued liabilities |
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Income taxes payable |
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Refundable customer deposits |
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Billings in excess of costs and estimated earnings |
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Contingent value rights |
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Earnout consideration |
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Current portion of loans payable |
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Current portion of loans payable - related party |
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TOTAL CURRENT LIABILITIES |
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LONG-TERM LIABILITIES: |
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Loans payable and related interest |
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Loans payable and related interest - related party |
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Deferred income taxes |
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Operating lease liability |
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Earnout consideration |
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Warrant liability |
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TOTAL LONG-TERM LIABILITIES |
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COMMITMENTS AND CONTINGENCIES (Note 7) |
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MEZZANINE EQUITY: |
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Redeemable convertible preferred stock, par value $ |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Convertible preferred stock, par value $ |
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Common stock, par value $ |
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Additional paid-in capital |
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Accumulated deficit |
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | |
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The accompanying notes are an integral part of the condensed consolidated financial statements. |
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PINEAPPLE ENERGY INC. | |||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||||
(Unaudited) | |||||
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| Three Months Ended March 31 | ||||
| 2024 |
| 2023 | ||
Sales | $ | |
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Cost of sales |
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Gross profit |
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Operating expenses: |
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Selling, general and administrative expenses |
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Amortization expense |
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Transaction costs |
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Fair value remeasurement of SUNation earnout consideration |
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Total operating expenses |
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Operating loss |
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Other income (expense): |
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Investment and other income |
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Gain on sale of assets |
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Fair value remeasurement of warrant liability |
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Fair value remeasurement of contingent value rights |
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Interest and other expense |
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Other income (expense), net |
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Net income (loss) before income taxes |
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Income tax expense |
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Net income (loss) from continuing operations |
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Net income from discontinued operations, net of tax |
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Net income (loss) |
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Other comprehensive income (loss), net of tax: |
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Unrealized gain on available-for-sale securities |
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Total other comprehensive income |
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Comprehensive income (loss) | $ | |
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Less: Deemed dividend on extinguishment of Convertible Preferred Stock |
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Less: Deemed dividend on modification of PIPE Warrants |
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Net loss attributable to common shareholders | $ | ( |
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Basic net loss per share: |
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Continuing operations | $ | ( |
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Discontinued operations |
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Diluted net loss per share: |
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Continuing operations | $ | ( |
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Discontinued operations |
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Weighted Average Basic Shares Outstanding |
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Weighted Average Dilutive Shares Outstanding |
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The accompanying notes are an integral part of the condensed consolidated financial statements. |
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PINEAPPLE ENERGY INC. | |||||||||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||||||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2024 |
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| Redeemable Convertible |
| Series A Convertible |
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| Additional |
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| Accumulated Other |
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| Preferred Stock |
| Preferred Stock |
| Common Stock |
| Paid-in |
| Accumulated |
| Comprehensive |
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| Shares |
| Amount |
| Shares |
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| Amount |
| Capital |
| Deficit |
| Income |
| Total | ||||||||||||||||||
BALANCE AT DECEMBER 31, 2023 | — |
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Net income | — |
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Issuance of common stock under Employee Stock Purchase Plan | — |
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Issuance of common stock under Equity Incentive Plan | — |
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Issuance of common stock under registered direct offering, net of issuance costs | — |
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Reclassification of Series A Preferred Stock to temporary equity | |
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Deemed dividend on extinguishment of Convertible Preferred Stock | — |
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Reclassification of PIPE Warrants to liabilities | — |
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Conversion of Redeemable Convertible Preferred Stock to Common Stock | ( |
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Share based compensation | — |
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Other share retirements | — |
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BALANCE AT MARCH 31, 2024 | |
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For the Three Months Ended March 31, 2023 |
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| Redeemable Convertible |
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| Preferred Stock |
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| Shares |
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| Shares |
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BALANCE AT DECEMBER 31, 2022 |