NEW PORT RICHEY, Fla., May 29, 2025 (GLOBE NEWSWIRE) -- Zeo Energy Corp. (Nasdaq: ZEO) “Zeo Energy” or the “Company”), announced today that, as expected, it received a notice (the “Notice”) from Nasdaq on May 22, 2025, notifying the Company that it is not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company’s Quarterly Report on Form 10-Q for the for the three months ended March 31, 2025 (the “10-Q”) was not filed with the ...

Core Viewpoint - Zeo Energy Corp. is acquiring Heliogen, aiming to integrate Heliogen's advanced clean storage solutions with Zeo's solar energy platform, creating a comprehensive clean energy platform for various market segments [1][2][3] Company Overview - Zeo Energy Corp. is a Florida-based provider of residential solar and energy efficiency solutions, focusing on high-growth markets with limited competition [10] - Heliogen, a renewable energy technology company, specializes in delivering cost-effective, low-carbon energy production solutions [11] Transaction Details - The merger will be an all-stock transaction, with Heliogen's securityholders receiving shares of Zeo's Class A common stock valued at approximately $10 million, based on a share price of $1.5859 [7][8] - The transaction is expected to close in the third quarter of 2025, pending customary closing conditions and stockholder approvals [8] Strategic Rationale - The merger aims to combine Zeo's residential solar footprint with Heliogen's long-duration energy storage expertise, addressing power quality and energy capacity issues for data centers [6] - The transaction is expected to streamline costs, reduce corporate overhead, and enhance the balance sheet through Heliogen's liquidity [6] Management Commentary - Zeo's CEO emphasized the acquisition's potential to accelerate their vision of serving a broad range of energy consumers, from residential to industrial applications [3] - Heliogen's CEO highlighted the opportunity for stockholders to participate in the growth potential of the combined company [3] Market Reach and Growth Opportunities - The merger is positioned to capitalize on the increasing demand for resilient, cost-effective, low-carbon energy infrastructure, supported by favorable long-term trends [6] - Zeo's financing arm has provided over $44 million in clean energy tax equity financing, which can support future projects [6]

Business Combination and Corporate Changes - Following the Business Combination on March 13, 2024, the company changed its name from "ESGEN Acquisition Corporation" to "Zeo Energy Corp."[361] - The Business Combination was accounted for as a reverse recapitalization, with Sunergy being treated as the accounting acquirer[367]. - The primary sellers retained 83.8% ownership of the company immediately following the Business Combination, ensuring no change in control[372]. Financial Performance - Revenue decreased by approximately $36.4 million, from $109.7 million in 2023 to $73.2 million in 2024, a decline of 33.2%[400]. - Gross profit decreased from $49.8 million in 2023 to $34.4 million in 2024, resulting in a gross margin increase from 45.4% to 47.0%[378]. - Adjusted EBITDA decreased from $6.98 million in 2023 to $1.96 million in 2024, with the adjusted EBITDA margin dropping from 6.4% to 2.7%[378]. - Contribution profit decreased from $19.7 million in 2023 to $14.6 million in 2024, with the contribution margin increasing from 18.0% to 19.9%[378]. - Cost of goods sold decreased by $21.4 million, from $59.4 million in 2023 to $38.0 million in 2024, maintaining a cost of goods sold percentage of 52.4%[401]. - General and administrative expenses increased by $8.7 million, from $12.9 million in 2023 to $21.6 million in 2024, primarily due to stock compensation expenses[404]. - Sales and marketing expenses decreased by $10.7 million, from $30.3 million in 2023 to $19.6 million in 2024, attributed to reduced commissions from lower revenue[403]. - Total revenue for 2024 was $73.2 million, down from $109.7 million in 2023, reflecting a decline in overall sales[419]. Cash Flow and Financial Position - As of December 31, 2024, cash and cash equivalents were approximately $5.6 million, down from $8.0 million in 2023[407]. - Net cash used in operating activities was approximately $8.7 million in 2024, a decrease of $20.7 million compared to a net cash provided of approximately $12.0 million in 2023[412]. - Net cash provided by financing activities was approximately $13.7 million in 2024, a significant increase of $18.9 million compared to a net cash used of $5.2 million in 2023[414]. - The company incurred approximately $7.4 million in net cash used in investing activities in 2024, compared to $1.0 million in 2023, primarily due to asset purchases[413]. - The company cannot assure that its cash and cash equivalents will be sufficient for its business needs over the next twelve months, indicating potential future financing requirements[410]. Sales and Market Strategy - The company has approximately 290 sales agents and 22 independent sales dealers as of December 31, 2024, focusing on a capital-light business strategy[358]. - The majority of sales in 2023 were generated in Florida, with a significant split between Florida and Ohio in 2024, indicating a focus on operational efficiency due to revenue decreases[359]. - The company aims to expand into new markets with favorable net metering policies and cost incentives, enhancing its customer base[359]. - The company plans to expand its residential sales into new markets, currently operating in eight states and servicing customers in 16 states[384]. - The company intends to expand its roofing business alongside solar installations to improve processing times and customer financing options[385]. - Revenues from lease arrangements accounted for 64% of sales in 2024, up from 21% in 2023, indicating a significant shift in customer financing preferences[412]. Operational Developments - The company has built a scalable regional operating platform to support rapid sales and installation growth through a multi-channel marketing approach[356]. - The company entered into a Promissory Note for $2.4 million in December 2024 to fund the creation of a year-round sales team[409]. - The company has approximately $3.6 million in trade-credit with solar equipment distributors and $2.4 million in a convertible promissory note with a related party[415].

Financial Performance - Total revenue for 2024 was $73.2 million, a 33.2% decrease from $109.7 million in 2023 due to higher interest rates impacting residential solar sales[7] - Adjusted EBITDA for 2024 was $2.0 million, down from $7.0 million in 2023, representing 2.7% of total revenue compared to 6.4% in the prior year[12][15] - Gross profit for 2024 decreased to $34.4 million (47.0% of total revenue) from $49.8 million (45.4% of total revenue) in 2023, driven by lower sales but improved operational efficiencies[7] - The company reported a net loss of $9.9 million in 2024, compared to net income of $4.8 million in 2023, primarily due to stock compensation and increased costs[12] - In Q4 2024, total revenue was $18.6 million, an 18.9% decrease from $23.0 million in Q4 2023, again attributed to higher interest rates[12] - Q4 2024 adjusted EBITDA increased to $3.1 million (16.8% of total revenue) from approximately $(0.9) million in Q4 2023, mainly due to a significant change in depreciation and amortization[12][15] - Total revenue for the year ended December 31, 2024, was $73,244,083, a decrease of 33.3% compared to $109,691,001 in 2023[22] - Net loss for the year ended December 31, 2024, was $9,872,358, compared to a net income of $4,845,069 in 2023[22] - The company reported a basic and diluted net loss per common unit of $(0.48) for the year ended December 31, 2024[22] Cash Flow and Assets - Cash and cash equivalents decreased to $5,634,115 as of December 31, 2024, from $8,022,306 in 2023, representing a decline of 29.6%[24] - Total assets increased to $60,976,116 as of December 31, 2024, up from $48,086,119 in 2023, reflecting a growth of 26.8%[20] - Total liabilities rose to $18,063,424 as of December 31, 2024, compared to $17,463,600 in 2023, an increase of 3.4%[20] - Cash flows used in operating activities for the year ended December 31, 2024, were $(8,716,717), compared to $11,977,134 in 2023[24] Operating Expenses and Investments - Operating expenses for the year ended December 31, 2024, totaled $84,073,855, down from $104,551,674 in 2023, a decrease of 19.6%[22] - The company made a significant investment of $3,000,000 in a related party during the year ended December 31, 2024[24] Related Party Revenue - Related party revenue for the year ended December 31, 2024, was $22,156,018, an increase of 43.3% from $15,464,852 in 2023[22] Non-Cash Transactions - Non-cash transactions related to operating lease liabilities amounted to $837.76 million[25] - Deferred equity issuance costs totaled $2.769039 billion[25] - Class A common stock issued to vendors reached $891.035 million[25] - Class A common stock issued to backstop investors was $156.946 million[25] - Preferred dividends amounted to $9.275795 million[25] Strategic Initiatives - The company completed the integration of Lumio's assets acquired in November 2024, as part of its market expansion strategy[6] - Zeo secured $4.0 million in December 2024 to develop a year-round sales force and expand market presence, aiming for growth in the second half of 2025[6] - The company achieved its sixth consecutive year of positive adjusted EBITDA, indicating a focus on operational efficiency[6] - Management expressed optimism for 2025, highlighting opportunities for acquiring renewable energy assets in a consolidating market[3]

Core Insights - Zeo Energy Corp. reported a challenging year in 2024 for the solar industry but remains optimistic about future opportunities and growth strategies [3][4] - The company aims to acquire renewable energy assets to enhance market share and has successfully integrated Lumio's assets acquired in November 2024 [3][7] Financial Performance - Total revenue for 2024 was $73.2 million, a 33.2% decrease from $109.7 million in 2023, primarily due to higher interest rates affecting residential solar sales [6][8] - The company reported a net loss of $9.9 million in 2024 compared to a net income of $4.8 million in 2023, largely due to stock compensation and increased operational costs [8][22] - Adjusted EBITDA for 2024 was $2.0 million, down from $7.0 million in 2023, reflecting the impact of the challenging market environment [8][22] Quarterly Highlights - In Q4 2024, total revenue was $18.6 million, an 18.9% decrease from $23.0 million in Q4 2023, attributed to the ongoing effects of higher interest rates [6][14] - Gross profit for Q4 2024 decreased to $11.2 million (60.1% of total revenue) from $12.7 million (55.1% of total revenue) in Q4 2023, driven by lower sales [14] - Adjusted EBITDA for Q4 2024 increased to $3.1 million (16.8% of total revenue) from approximately $(0.9) million in Q4 2023, indicating improved operational efficiencies [14][15] Operational Developments - The company completed the integration of Lumio's assets, which is part of its market expansion strategy [7] - Zeo secured $4.0 million in December 2024 to develop a year-round sales force, aiming to enhance its market presence and growth trajectory [7] Market Positioning - Zeo Energy focuses on high-growth markets with limited competitive saturation, utilizing a differentiated sales approach to serve customers seeking energy efficiency solutions [11]

Core Points - Zeo Energy Corp. received a notice from Nasdaq indicating non-compliance with periodic filing requirements due to the late submission of its Annual Report on Form 10-K for Fiscal Year 2024, which was due by March 31, 2025 [1][2] - The company has been given 60 calendar days to submit a plan to regain compliance, with a potential extension until October 13, 2025, if the plan is accepted [2] - Zeo Energy is actively working to complete its Fiscal Year 2024 10-K and expects to maintain compliance with SEC reporting obligations following timely submissions of subsequent filings [3] Company Overview - Zeo Energy Corp. is a Florida-based provider of residential solar, distributed energy, and energy efficiency solutions, focusing on high-growth markets with limited competition [4]

Business Operations and Expansion - The company's scalable regional operating platform includes 180 sales agents and 22 independent sales dealers as of September 30, 2024[190] - The company plans to enter new markets selectively where solar penetration is below 7% of the addressable residential market[191] - The company increased installation capacity by investing in new equipment and technology and expanded its workforce by hiring more skilled technicians[191] - The company's sales were primarily generated in Florida, with the remainder in Ohio, Texas, Arkansas, Missouri, and Illinois[191] - The company plans to expand its roofing business, which generated over $2.5 million in 2024, to all future markets[219] - The company intends to double its in-house sales force and external sales dealers in 2024 to target new customers in the Southern U.S. residential markets[220] Financial Performance and Metrics - Revenue, net decreased by $18.2 million (48.1%) in Q3 2024 compared to Q3 2023, primarily due to higher interest rates impacting consumer financing rates and reducing demand for solar products[236] - Gross margin improved to 48.8% in Q3 2024 from 45.8% in Q3 2023, driven by decreased material costs and labor efficiencies[237] - Adjusted EBITDA margin was (5.0%) in Q3 2024 compared to 11.9% in Q3 2023, reflecting operational challenges[212] - Cost of goods sold decreased by $10.7 million (52.2%) in Q3 2024, improving as a percentage of revenue from 55.0% to 51.2%[237] - General and administrative expenses increased by $2.8 million (66.2%) in Q3 2024 due to higher personnel-related costs and professional services[235] - Revenue decreased by $32.1 million (37.0%) for the nine months ended September 30, 2024, primarily due to higher interest rates affecting consumer financing and a shift in sales mix[242][243] - Cost of goods sold decreased by $18.4 million (37.4%) for the nine months ended September 30, 2024, consistent with the decrease in revenue[242][244] - General and administrative expenses increased by $6.2 million (63.6%) for the nine months ended September 30, 2024, primarily due to stock compensation and increased headcount[242][246] - Sales and marketing expenses decreased by $3.6 million (18.3%) for the nine months ended September 30, 2024, due to reduced support costs for fewer salespeople[242][247] - Contribution margin was 17.8% for the nine months ended September 30, 2024, compared to 20.0% in the same period in 2023[263] - Adjusted EBITDA margin reflects the company's Adjusted EBITDA as a percentage of revenues, though specific figures are not provided[264] - Net loss for the three months ended September 30, 2024 was $2.87 million, compared to a net income of $4.00 million in the same period in 2023[266] - Adjusted EBITDA for the three months ended September 30, 2024 was negative $979,845, compared to positive $4.52 million in the same period in 2023[266] - Net loss margin for the three months ended September 30, 2024 was -14.6%, compared to a net income margin of 10.6% in the same period in 2023[266] - Adjusted EBITDA margin for the three months ended September 30, 2024 was -5.0%, compared to 11.9% in the same period in 2023[266] - Stock compensation expense for the three months ended September 30, 2024 was $1.50 million, compared to $0 in the same period in 2023[266] - Depreciation and amortization expense for the three months ended September 30, 2024 was $499,876, compared to $521,289 in the same period in 2023[266] Cash Flow and Financing - Net cash used in operating activities was $12.2 million for the nine months ended September 30, 2024, compared to $5.8 million provided by operating activities in the same period in 2023[255][256] - Net cash provided by financing activities was $8.8 million for the nine months ended September 30, 2024, primarily from the issuance of convertible preferred stock[255][258] - The company's cash and cash equivalents decreased from $8.0 million as of December 31, 2023, to $4.3 million as of September 30, 2024[251] - The company has $2.5 million in trade-credit with solar equipment distributors and $0.9 million of debt on service trucks and vehicles[259] Acquisitions and Business Combinations - The company closed an Asset Purchase Agreement with Lumio Holdings, Inc. and Lumio HX, Inc., acquiring assets for $4 million in cash and 6,206,897 shares of Class A Common Stock[193] - The company's business combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded[202] - The company's Primary Sellers retained 83.8% ownership post-Business Combination, down from 98% prior[206] - The company's Sponsor purchased 1,500,000 Convertible OpCo Preferred Units for $15,000,000 in connection with the Business Combination[200] - The company's Class A Common Stock and public warrants are traded on Nasdaq under the ticker symbols "ZEO" and "ZEOWW"[201] Market and Economic Factors - Inflation has increased labor and component costs, particularly raw materials and supply chain constraints, though specific cost increases are unquantified[221] - Higher interest rates have slowed financing-related solar system sales by increasing monthly costs for customers[222] - The company's revenue growth depends on expanding into new residential markets with favorable incentives and net metering policies[218] Intangible Assets and Valuation - No goodwill impairment was recorded for the three and nine months ended September 30, 2024 and 2023[271] - No impairment charges were recorded for intangible assets for the three and nine months ended September 30, 2024 and 2023[273] - The company uses a combination of income and market approaches to estimate fair values in business combinations, which involves significant judgment and estimates[269] - Intangible assets are amortized on a straight-line basis over their estimated useful lives and are subject to annual impairment consideration[272] Solar Service Offerings and Financing - The company's core solar service offerings are financed through third-party long-term lenders, with most customers using affordable loans requiring minimal or no upfront capital[192]

Core Insights - Zeo Energy Corp. reported financial results for Q3 and the first nine months of 2024, highlighting a focus on profitability despite challenges in the solar industry [2][4] - The company experienced a significant revenue decline due to higher interest rates affecting residential solar sales, but managed to achieve some revenue growth quarter-over-quarter [6][7] - Zeo Energy's acquisition of Lumio's assets is part of a strategy to enhance geographic and strategic positioning, particularly in California [3][4] Financial Performance - Q3 2024 revenue was $19.7 million, a decrease of 48.1% from $37.9 million in Q3 2023 [6][7] - Total revenue for the first nine months of 2024 was $54.6 million, down 37.0% from $86.7 million in the same period of 2023 [7] - Gross profit for Q3 2024 decreased to $9.9 million (50.2% of total revenue) from $20.5 million (46.0% of total revenue) in Q3 2023, driven by lower sales but improved operational efficiencies [7][8] Profitability Metrics - The net loss for the first nine months of 2024 was $8.7 million (15.9% of total revenue), compared to a net income of $6.4 million (7.3% of total revenue) in the same period of 2023 [7] - Adjusted EBITDA for the first nine months of 2024 decreased to $(1.2) million (2.2% of total revenue) from approximately $7.9 million (9.1% of total revenue) in the comparable 2023 period [7][12] - The net loss for Q3 2024 was $2.9 million (14.7% of total revenue), compared to a net income of $4.0 million (10.6% of total revenue) in Q3 2023 [13][20] Strategic Outlook - The company is optimistic about its sales and recruitment efforts, expecting to grow at above-industry rates in 2025 and beyond [4][3] - Zeo Energy plans to continue identifying acquisition opportunities to bolster its market presence amid ongoing industry consolidation [3][4]

Core Viewpoint - Zeo Energy has completed the acquisition of substantially all assets of Lumio Holdings, positioning itself for enhanced market presence and expansion in the residential solar industry [1][2][3]. Company Overview - Zeo Energy Corp. is a Florida-based provider of residential solar and energy efficiency solutions, focusing on high-growth markets with limited competition [5]. - The company aims to reduce energy costs for customers while promoting sustainability through its vertically integrated offerings [5]. Acquisition Details - The acquisition of Lumio's assets was approved by the U.S. Bankruptcy Court on November 1, 2024, following Lumio's Chapter 11 filing on September 3, 2024 [2]. - This transaction is expected to allow Zeo Energy to expand its scale and market presence, enabling growth at above-industry rates in 2025 and beyond [3]. Strategic Plans - Zeo Energy plans to complete solar installations under agreements made by Lumio for its customers and financing partners [3]. - The company intends to integrate Lumio's sales representatives into its platform to accelerate growth [3].

Financial Performance - Total revenue for Q2 2024 was $14.7 million, a 51% decrease from $30.1 million in Q2 2023, primarily due to higher interest rates affecting residential solar direct sales[8] - Gross profit for Q2 2024 decreased to $4.4 million (29.8% of total revenue) from $5.6 million (18.7% of total revenue) in Q2 2023, driven by decreased sales but improved operational efficiencies[9] - Net loss for Q2 2024 was $1.3 million (8.8% of total revenue), compared to net income of $0.8 million (2.7% of total revenue) in Q2 2023, largely due to stock compensation expenses[10] - Adjusted EBITDA for Q2 2024 was $0.7 million (4.6% of total revenue), down from approximately $1.3 million (4.4% of total revenue) in Q2 2023, primarily due to decreased gross profit[11] - Total revenue for the first six months of 2024 was $34.6 million, a 29% decrease from $48.8 million in the same period of 2023, attributed to higher interest rates[4] - Gross profit for the first six months of 2024 decreased to $6.0 million (17.3% of total revenue) from $8.6 million (17.7% of total revenue) in the same period of 2023[5] - Net loss for the first six months of 2024 was $3.2 million (9.2% of total revenue), compared to net income of $2.4 million (4.9% of total revenue) in the same period of 2023[6] - Net loss for 2024 was $3,181,873 compared to a net income of $2,400,187 in 2023[24] Strategic Initiatives - The company plans to reignite sales efforts and pursue strategic M&A opportunities as market conditions improve[3] - The recent launch into Ohio and Illinois markets has yielded encouraging initial results, with plans to build on this progress[2] - The appointment of Cannon Holbrook as Chief Financial Officer is expected to enhance the company's strategic capabilities[2] Assets and Liabilities - Total current assets increased to $17,895,800 as of June 30, 2024, from $16,233,331 as of December 31, 2023, reflecting a growth of approximately 10.2%[21] - Total liabilities decreased to $12,205,927 as of June 30, 2024, down from $17,540,167 as of December 31, 2023, a decline of about 30.6%[21] - Cash and cash equivalents decreased to $5,342,120 as of June 30, 2024, from $8,022,306 as of December 31, 2023, a drop of approximately 33.4%[21] - Accounts receivable increased to $7,207,854 as of June 30, 2024, compared to $2,905,205 as of December 31, 2023, an increase of about 147.5%[21] - The total stockholders' equity as of June 30, 2024, was $(51,117,913), a significant decrease from $30,591,065 as of December 31, 2023[21] Cash Flow and Financing - Net cash used in operating activities was $12,338,008, a significant decrease from cash provided of $1,849,251 in 2023[24] - Cash and cash equivalents at the end of the period were $5,342,120, down from $8,022,306 at the beginning of the period[24] - Proceeds from the issuance of convertible preferred stock amounted to $10,277,275, with no such proceeds reported in 2023[24] - Total preferred dividends paid were $8,224,091, with no preferred dividends reported in the previous year[24] - Net cash provided by financing activities was $9,988,651, compared to $79,986 in the previous year[24] Expenses - Operating costs and expenses totaled $16,907,397 for the six months ended June 30, 2024, compared to $29,250,949 in 2023, a reduction of about 42.2%[23] - Depreciation and amortization expenses were $919,542, slightly down from $922,165 in 2023[24] - Cash paid for interest was $70,284, up from $37,851 in 2023[24] Non-Cash Transactions - Non-cash transactions included $3,269,039 in transaction costs and $2,478,480 in Class A common stock issued to vendors[24] - The company recorded a change in the fair value of warrant liabilities amounting to $828,000 for the six months ended June 30, 2024[23]