$ZEOWW

Zeo Energy Corp.

CIK:0001865506|SEC Filings

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Revenues
Total Net Revenues	$ 16,169,463	$ 18,101,930	$ 29,354,407	$ 26,885,625
Operating Expenses
Cost of revenues	8,545,576	7,284,487	16,125,622	12,074,166
Depreciation and amortization	248,171	3,175,452	1,329,699	8,076,181
Sales and marketing	4,416,419	5,629,040	7,428,189	7,766,132
General and administrative	5,948,252	4,866,457	12,224,976	15,334,050
Total Operating Expenses	19,158,418	20,955,436	37,108,486	43,250,529
LOSS FROM OPERATIONS	(2,988,955)	(2,853,506)	(7,754,079)	(16,364,904)
Other Income (Expense)
Other income	101,200	53,328	169,637	135,691
Interest expense	(32,429)	29,989	(43,282)	(288)
Gain on change in fair value of derivative liability	232,500		232,500
Gain (loss) on change in fair value of warrant liabilities	34,500	(96,269)	(41,400)	567,180
Total Other Income (Expense)	335,771	(12,952)	317,455	702,583
NET LOSS BEFORE INCOME TAXES	(2,653,184)	(2,866,458)	(7,436,624)	(15,662,321)
Income tax benefit (provision)	(96,782)	186,994	(4,653)	(336,506)
NET LOSS	(2,749,966)	(2,679,464)	(7,441,277)	(15,998,827)
Less: Net loss attributable to redeemable non-controlling interests	(414,736)	(263,628)	(1,593,373)	(7,221,726)
NET LOSS ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS	(2,335,230)	(2,415,836)	(5,847,904)	(8,777,101)
COMPREHENSIVE INCOME
Foreign currency translation adjustments	7,647		20,793
NET COMPREHENSIVE LOSS	(2,327,583)	(2,415,836)	(5,827,111)	(8,777,101)
Nonrelated Party
Revenues
Total Net Revenues	15,547,544	9,976,447	27,703,065	16,192,838
Related Party
Revenues
Total Net Revenues	$ 621,919	$ 8,125,483	$ 1,651,342	$ 10,692,787
Class A Common Stock
LOSS PER CLASS A COMMON SHARE
BASIC AND DILUTED (in Dollars per share)	$ (0.07)	$ (0.11)	$ (0.17)	$ (0.44)
LOSS PER CLASS A COMMON SHARE – DILUTED (in Dollars per share)	$ (0.07)	$ (0.11)	$ (0.17)	$ (0.44)
WEIGHTED-AVERAGE CLASS A COMMON SHARES OUTSTANDING
WEIGHTED-AVERAGE CLASS A COMMON SHARES OUTSTANDING – BASIC (in Shares)	35,194,815	22,096,464	34,296,809	19,983,013
WEIGHTED-AVERAGE CLASS A COMMON SHARES OUTSTANDING – DILUTED (in Shares)	35,837,664	22,096,464	34,618,233	19,983,013

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (7,441,277)	$ (15,998,827)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization	1,329,699	8,076,181
Amortization of debt discount	17,814
Interest added to note receivable – related party	(79,664)	(75,786)
Gain on change in fair value of derivative liability	(232,500)
(Gain) loss on change in fair value of warrant liabilities	41,400	(567,180)
Stock-based compensation	1,297,281	3,271,831
Class A common stock issued to employees for services	31,315	63,509
Provision for credit losses	471,044	3,270,881
Non-cash operating lease expense	336,073	318,763
Changes in operating assets and liabilities:
Accounts receivable	(2,327,874)	1,310,867
Accounts receivable – related party	325,169	133,512
Inventories	31,632	(45,265)
Contract assets	598,506	(9,177)
Contract assets – related party		(2,705,295)
Prepaids and other current assets	141,094	495,250
Other assets	31,435	(1,005,197)
Accounts payable	972,687	2,269,487
Accrued expenses and other current liabilities	837,649	(1,038,671)
Customer advances – related party	3,729,797	(2,000,674)
Contract liabilities	(1,057,360)	2,936
Contract liabilities – related party		(2,000)
Operating lease payments	(368,208)	(315,079)
Net cash used in operating activities	(1,314,288)	(4,549,934)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(406,315)	(807,025)
Investment in note receivable – related party	(3,150,000)
Net cash used in investing activities	(3,556,315)	(807,025)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from Class A common stock issued in connection with a committed equity facility	13,455
Net proceeds from convertible note	1,500,000
Debt issuance costs paid	(57,132)
Repayments of finance lease liabilities	(69,237)	(63,651)
Repayments of debt	(11,439)	(144,814)
Dividends paid to OpCo Class A preferred unit holders	(160,153)
Tax withholdings paid related to stock-based compensation	(30,107)
Net cash used in financing activities	1,185,387	(208,465)
Effect of foreign exchange on cash	(742)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(3,685,958)	(5,565,424)
Cash and cash equivalents, beginning of period	6,137,939	5,634,115
Cash and cash equivalents, end of the period	2,451,981	68,691
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	20,664	49,672
Cash paid for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Net loss attributable to redeemable noncontrolling interest	2,471,352	8,049,929
OpCo Class A preferred dividends	877,979	828,203
Subsequent measurement of redeemable noncontrolling interest	7,475,496	15,999,471
Class A common stock issued upon vesting of restricted stock awards	38	5
Class A common stock issued in exchange for Class V common stock	150	875
Fair value of Class A common stock issued in exchange for OpCo Class B units	873,000	19,202,500
Class A common stock issued for commitment fee	100,000
Reverse recapitalization related deferred taxes and adjustments		238,491
Fair value of derivative liability recognized upon issuance of convertible note	931,600
Original issue discount on convertible note	170,000
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 41,725	$ 68,760

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Current Assets
Cash and cash equivalents	$ 2,451,981	$ 6,137,939
Accounts receivable, net of allowance of $2,010,535 and $4,777,550, respectively	10,015,739	8,158,909
Inventories	820,547	852,179
Contract assets	2,000,117	2,598,623
Prepaid expenses and other current assets	4,042,046	4,192,590
Total Current Assets	19,617,068	22,552,047
Other assets	61,277	92,712
Property and equipment, net	1,975,341	2,830,490
Operating lease right-of-use assets	603,128	897,476
Finance lease right-of-use assets	242,302	310,539
Goodwill	27,091,695	27,091,695
TOTAL ASSETS	55,973,960	56,928,444
Current Liabilities
Accounts payable	4,721,355	3,769,078
Accrued expenses and other current liabilities	3,148,309	2,421,237
Contract liabilities	244,033	1,301,393
Current portion of operating lease obligations	495,687	684,819
Current portion of finance lease obligations	149,534	142,095
Current portion of long-term debt	24,858	23,526
Total Current Liabilities	12,562,842	8,391,417
Operating lease obligations, net of current portion	166,944	304,295
Finance lease obligations, net of current portion	132,189	208,865
Long-term debt, net of current portion	42,815	55,586
Convertible note, net	529,082
Derivative liability	699,100
Warrant liabilities	532,680	491,280
TOTAL LIABILITIES	14,665,652	9,451,443
Stockholders’ Equity
Additional paid-in capital	65,679,328	63,394,456
Accumulated other comprehensive income (loss)	15,898	(4,895)
Accumulated deficit	(56,437,393)	(58,064,985)
TOTAL STOCKHOLDERS’ EQUITY	9,263,661	5,330,332
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY	55,973,960	56,928,444
Related Party
Current Assets
Accounts receivable – related party	286,638	611,807
Note receivable – related party	6,383,149	3,153,485
Current Liabilities
Customer advances – related party	3,779,066	49,269
Class A Convertible Preferred Units
Redeemable Noncontrolling Interests
Class A convertible preferred units, 1,500,000 units issued and outstanding as of June 30, 2026 and December 31, 2025	17,925,295	17,207,469
Class B Units
Redeemable Noncontrolling Interests
Class B units, 21,380,000 and 22,880,000 units issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	14,119,352	24,939,200
Class V common stock
Stockholders’ Equity
Common stock, value	2,288	2,438
Class A Common Stock
Stockholders’ Equity
Common stock, value	$ 3,540	$ 3,318