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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): March 13, 2025
EMEREN GROUP LTD
(Exact Name of Registrant as Specified in Its Charter)
British Virgin Islands |
001-33911 |
N/A |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
149 Water Street, Suite 302
Norwalk, Connecticut |
06854 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: +1 925-425-7335
_______________________________________
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
American Depositary Shares, each representing 10 shares, no par value per share |
|
SOL |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth 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. ¨
Item 2.02 Results of Operations and Financial Condition.
On March 13, 2025, Emeren
Group Ltd (the “Company”) issued a press release announcing its preliminary financial results and providing a business update
as of and for the fourth quarter and year ended December 31, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information furnished
in this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will
not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
EMEREN GROUP LTD |
|
|
|
Date: March 17, 2025 |
By: |
/s/ Ke Chen |
|
|
Ke Chen |
|
|
Chief Financial Officer |
Exhibit 99.1

March 13, 2025
Fellow Shareholders,
2024 was a year of resilience, disciplined execution, and strategic
growth for Emeren. Despite currency headwinds and project sale delays, we successfully monetized renewable energy assets, expanded our
energy storage footprint, and generated positive free cash flow in Q4. Our Independent Power Producer (IPP) and Development Service Agreement
(DSA) segments provided high margins and stable cash flows, while strategic project monetization strengthened our financial position.
We ended the year with $50.0 million in cash, up 40% sequentially, positioning us for continued growth in 2025.
Resilient Growth Driving Free Cash Flow
In Q4 2024, we generated $10.5 million in operating cash flow and
over $5 million in free cash flow, further strengthening our financial position amid a challenging market landscape. For the full year,
we achieved $6.9 million in adjusted EBITDA, demonstrating disciplined execution and a high-margin business model.
Our capital-light model fueled profitable growth while supporting
investment. Strong liquidity and efficiency position us to capitalize on 2025 project sales and opportunities.
Executing High-Margin Expansion
Our resilient high-margin IPP and DSA segments enabled us to deliver
$34.6 million in revenue and $4.8 million in gross profit, achieving a solid 14% gross margin in Q4. While FX losses due to the strength
of U.S. dollar impacted net income, our operating loss improved by 35% Y/Y in Q4, reflecting strong cost discipline.
Although project timing delays in the U.S. and Europe affected Q4
revenue recognition, these projects remain on track to close in 1H 2025, ensuring near-term revenue realization.
Q4 2024 Highlights
We achieved significant milestones across key markets in Q4, strengthening
our position in renewable energy monetization and energy storage.
| o | Completed
the COD sale of a 17 MW solar project portfolio in Poland, with 15 MW under a PPA, reinforcing
our presence in a key market. |
| o | Executed
a 462 MW DSA of battery energy storage system (BESS) in Italy with Arpinge, expanding our
footprint in energy storage. |
| o | Finalized
the sale of 65 MW of solar projects to Trina in Germany through a mixed DSA/SPA structure,
reflecting the strength of our development partnerships. |

| o | Closed
the COD sale of a 2.8 MW community solar project to Altus Power, demonstrating progress in
the distributed generation segment. |
| o | Commissioned
18 MWh BESS projects, successfully integrating them into Huaneng Power International’s
Virtual Power Plant (VPP) platform, strengthening our participation in China’s evolving
energy market. |
These achievements highlight our ability to execute across multiple
regions, ensuring efficient project monetization, expanding our renewable energy portfolio, and strengthening contracted cash flow generation.
Business Line Performance
DSA
The DSA business serves as a cornerstone of our high-margin growth
strategy, providing strong revenue visibility while enabling us to monetize projects at early- and mid-development stages. We extended
our DSA model into key markets, generating approximately $9.5 million (28% of Q4 revenue), primarily from Italy and Germany. For the
full year, we generated approximately $19 million in DSA revenue, reflecting successful contract execution and geographic expansion.
As of December 31, 2024, we have secured DSA contracts with nine
partners for 40 projects totaling over 2.8 GW, comprising 85% BESS and 15% PV. These agreements are expected to generate approximately
$84 million in contracted revenue over the next two to three years, in addition to $19 million recognized in 2024, further reinforcing
our financial stability. Additionally, about 2.5 GW of DSAs are under negotiation, representing a potential revenue pipeline of over
$100 million.
With 75% of our DSA pipeline concentrated in Europe, we are well-positioned
to benefit from strong regulatory support for renewable energy and increasing demand for energy storage solutions.
Solar Power Project Development
In addition to completing major transactions in Poland and the U.S.,
we were active in markets with strong long-term demand for renewable energy. Our solar development business continued to drive monetization
opportunities, leveraging our expertise in advancing projects from development to sale. In 2024, we successfully monetized approximately
200 MW of solar PV projects, including 65 MW in Germany, 57 MW in France, 42 MW in Spain, 17 MW in Poland, 16 MW in China, and 3 MW in
the U.S. We also monetized 1.3 GW of BESS projects, with 1,210 MW in Italy, 72 MW in the U.S., and 18 MW in China. These achievements
reflect our disciplined approach to capital recycling while maintaining a robust development pipeline to support future growth, reinforcing
our position as a leader in the sector.
IPP
The IPP segment was a cornerstone of our profitability, providing
stable and predictable cash flows from long-term operating assets. In 2024, IPP revenue accounted for approximately 31% of total
revenue and 64% of total gross profit, underscoring its high-margin contribution to our financial performance. The segment generated
$5.4 million in Q4, down from Q3 due to seasonality.

Our well-balanced IPP portfolio spans Europe and China, with a growing
U.S. presence. In Q4, we optimized assets, including Branston in the U.K., and advanced our energy storage integration strategy. Notably,
our newly commissioned 18 MWh BESS in China is now fully integrated into Huaneng Power International’s Virtual Power Plant (VPP)
platform, enhancing grid stability and efficiency.
With China’s merchant power market opening in 2025, our BESS
assets are well-positioned to capitalize on price arbitrage, further strengthening long-term profitability and financial resilience.
Full-Year 2024 Financial Summary
For full-year 2024, we generated $92.1 million in revenue and $24.1
million in gross profit, achieving a 26% gross margin. We reported an operating loss of $0.5 million, while non-cash FX losses resulted
in a net loss1 of $12.5 million.
Despite FX headwinds, operating cash flow improved significantly toward
breakeven, reaching negative $4.2 million compared to negative $23.5 million a year ago. Adjusted EBITDA rose to $6.9 million, reflecting
disciplined financial execution. Over the year, we successfully monetized a significant volume of renewable energy assets, including
solar and battery storage projects, strengthening our financial position and reinforcing our capital-efficient business model.
Our disciplined execution, successful project monetization, and strengthened
financial position provide a strong foundation to scale our business efficiently while maintaining capital discipline.
Outlook & Catalysts
Looking ahead, we are confident in our ability to execute our growth
strategy and deliver strong financial performance in 2025. The delay in Q4 revenue recognition does not reflect a loss of business, but
rather timing issues, with the sale of these projects expected to close in 1H 2025. With a highly contracted revenue base, continued
expansion of our DSA and IPP businesses, and strong tailwinds in the renewable energy sector, we are positioned for sustained profitability
and long-term shareholder value creation.
Key drivers supporting our 2025 financial outlook include:
| · | Strong
contracted revenue base: We have secured about $84 million in contracted DSA revenue,
with an additional over $100 million in potential revenue under negotiation, reinforcing
long-term cash flow visibility. |
| · | Profitability
from high-margin segments: Our DSA and IPP businesses are key profit drivers, contributing
strong gross margins and stable cash flows. With increasing energy storage integration and
disciplined execution, our emphasis on high-margin growth drives sustained profitability
and financial strength. |
| · | Robust
solar PV and BESS monetization pipeline: With 75% of our DSA pipeline concentrated in
Europe, as well as strong solar and energy storage project sales in key markets, we are well-positioned
to capitalize on growing demand. Overall, by the end of Q4 2024, our pipeline included over
4.3 GW of advanced-stage storage projects and 2.4 GW of advanced-stage solar PV projects,
reinforcing our long-term growth potential. |
| · | Expansion
in BESS and merchant power trading: Our newly commissioned 18 MWh BESS in China is now
fully integrated into the Huaneng Power International VPP platform, and we are set to benefit
from China’s merchant power market opening in 2025, unlocking new revenue streams through
energy arbitrage. |
1 Net loss attributed to Emeren Group Ltd.

We expect full-year 2025 revenue to be in the range of $80 million
to $100 million, with a gross margin of approximately 30% to 33%. IPP revenue is anticipated to be between $28 million and $30 million,
with a gross margin of approximately 50%. Our DSA segment is expected to contribute between $35 million and $45 million in revenue. We
also expect to achieve positive operating cash flow in 2025.
For the first half of 2025, we anticipate revenue in the range of
$30 million to $35 million, with a gross margin of approximately 30% to 33%.
Full Year 2024 Financial Highlights:
| · | Revenue
of $92.1 million, down 13% Y/Y, reflecting project timing shifts despite strong execution
in high-margin segments. |
| · | IPP
and DSA contributed 52% of total revenue, which demonstrates solid and stable revenue visibility. |
| · | Maintained
a strong 26.2% gross margin, despite a slight Y/Y decline in gross profit to $24.1 million. |
| · | Operating
loss narrowed significantly to $0.5 million from $8.7 million in 2023, reflecting improved
profitability and cost discipline. |
| · | Adjusted
EBITDA surged 102% Y/Y to $6.9 million, demonstrating strong margin expansion in DSA and
IPP businesses. |
| · | Net
loss widened to $12.5 million from $3.2 million in 2023, largely due to non-cash FX losses. |
$ in millions | |
2024 | | |
2023 | | |
Y/Y | |
Revenue | |
$ | 92.1 | | |
$ | 105.6 | | |
| -13 | % |
Gross profit | |
| 24.1 | | |
| 25.0 | | |
| -4 | % |
Operating loss | |
| (0.5 | ) | |
| (8.7 | ) | |
| +94 | % |
EBITDA | |
| (2.1 | ) | |
| 4.9 | | |
$ | (7.1 | ) |
Adjusted EBITDA | |
| 6.9 | | |
| 3.4 | | |
| +102 | % |
Net loss attributed to Emeren Group Ltd | |
$ | (12.5 | ) | |
$ | (3.2 | ) | |
| -292 | % |
Revenue by segment:
Segment ($ in thousands) | |
2024
Revenue | | |
% of Total
Revenue | |
Project development | |
| 25,874 | | |
| 28 | % |
IPP | |
| 28,903 | | |
| 31 | % |
DSA | |
| 18,959 | | |
| 21 | % |
EPC | |
| 17,332 | | |
| 19 | % |
Others | |
| 999 | | |
| 1 | % |
Total | |
| 92,067 | | |
| 100 | % |
Note: “Others” comprises revenue from ancillary revenues
and expenses and other unallocated costs and expenses.

Revenue by region:
Region ($ in thousands) | |
2024 Revenue | | |
% of Total
Revenue | |
Europe | |
| 66,963 | | |
| 73 | % |
USA | |
| 7,273 | | |
| 8 | % |
China | |
| 17,831 | | |
| 19 | % |
Total | |
| 92,067 | | |
| 100 | % |
Q4 2024 Financial Highlights:
| · | Revenue
of $34.6 million, down 23% Y/Y and up 169% Q/Q. |
| · | Gross
profit of $4.8 million, down 6% Y/Y and 15% Q/Q. |
| · | Operating
loss of $4.4 million, a 35% Y/Y improvement, despite a $6.5 million increase Q/Q. |
| · | Adjusted
EBITDA of negative $2.4 million, a 27% Y/Y gain in performance. |
| · | Cash
and cash equivalents at the end of Q4 2024 were $50.0 million, up from $35.8 million in Q3
2024. |
| · | Net
loss widened to $11.8 million from $2.0 million in 2023, primarily due to FX losses and project
timing. |
$ in millions | |
Q4’24 | | |
Q3’24 | | |
Q/Q | | |
Q4’23 | | |
Y/Y | |
Revenue | |
$ | 34.6 | | |
$ | 12.9 | | |
| +169% | | |
$ | 45.0 | | |
| -23 | % |
Gross profit | |
| 4.8 | | |
| 5.6 | | |
| -15 | % | |
| 5.1 | | |
| -6 | % |
Operating Income (loss) | |
| (4.4 | ) | |
| 2.1 | | |
$ | (6.5 | ) | |
| (6.7 | ) | |
| +35%
| |
EBITDA | |
| (11.5 | ) | |
| 8.5 | | |
$ | (20.1 | ) | |
| 1.1 | | |
$ | (12.6 | ) |
Adjusted EBITDA | |
| (2.4 | ) | |
| 4.1 | | |
$ | (6.4 | ) | |
| (3.2 | ) | |
| +27%
| |
Net Income (loss) attributed to Emeren
Group Ltd | |
$ | (11.8 | ) | |
$ | 4.8 | | |
$ | (16.6 | ) | |
$ | (2.0 | ) | |
| -504 | % |
Revenue by segment:
Segment ($ in thousands) | |
Q4’24
Revenue | | |
% of Total
Revenue | |
Project development | |
| 18,457 | | |
| 53 | % |
IPP | |
| 5,414 | | |
| 16 | % |
DSA | |
| 9,507 | | |
| 28 | % |
EPC | |
| 493 | | |
| 1 | % |
Others | |
| 679 | | |
| 2 | % |
Total | |
| 34,550 | | |
| 100 | % |
Note: “Others” comprises revenue from ancillary revenues
and expenses and other unallocated costs and expenses.
Revenue by region:
Region ($ in thousands) | |
Q4’24
Revenue | | |
% of Total
Revenue | |
Europe | |
| 25,901 | | |
| 75 | % |
USA | |
| 5,249 | | |
| 15 | % |
China | |
| 3,400 | | |
| 10 | % |
Total | |
| 34,550 | | |
| 100 | % |

Advanced-Stage and Early-Stage
Solar Development Project Pipeline
Project
Pipeline by Region (as of December 31, 2024):
Region | |
Advanced
Stage | | |
Early
Stage | | |
Total
(MW) | |
Europe | |
| 1,439 | | |
| 3,855 | | |
| 5,294 | |
U.S. | |
| 941 | | |
| 1,296 | | |
| 2,237 | |
China | |
| 28 | | |
| — | | |
| 28 | |
Total | |
| 2,408 | | |
| 5,151 | | |
| 7,559 | |
Project
Pipeline by Country (as of December 31, 2024):
Country | |
Advanced
Stage | | |
Early
Stage | | |
Total
(MW) | |
Poland | |
| 399 | | |
| — | | |
| 399 | |
U.K. | |
| 100 | | |
| 163 | | |
| 263 | |
Spain | |
| 214 | | |
| 3,033 | | |
| 3,247 | |
Germany | |
| 129 | | |
| 177 | | |
| 306 | |
France | |
| 114 | | |
| 5 | | |
| 119 | |
Italy | |
| 483 | | |
| 477 | | |
| 960 | |
U.S. | |
| 941 | | |
| 1,296 | | |
| 2,237 | |
China | |
| 28 | | |
| — | | |
| 28 | |
Total | |
| 2,408 | | |
| 5,151 | | |
| 7,559 | |
Advanced-Stage
and Early-Stage Solar Storage Project Pipeline
Project
Pipeline by Region (as of December 31, 2024):
Region | |
Advanced
Stage | | |
Early
Stage | | |
Total
(MW) | |
Europe | |
| 3,108 | | |
| 3,023 | | |
| 6,131 | |
U.S. | |
| 1,105 | | |
| 1,057 | | |
| 2,162 | |
China | |
| 43 | | |
| — | | |
| 43 | |
Total | |
| 4,256 | | |
| 4,080 | | |
| 8,336 | |
Project
Pipeline by Country (December 31, 2024):
Country | |
Advanced
Stage | | |
Early
Stage | | |
Total
(MW) | |
Poland | |
| 878 | | |
| 50 | | |
| 928 | |
U.K. | |
| 170 | | |
| 275 | | |
| 445 | |
Spain | |
| 10 | | |
| 1,522 | | |
| 1,532 | |
France | |
| 14 | | |
| — | | |
| 14 | |
Italy | |
| 2,036 | | |
| 673 | | |
| 2,709 | |
Germany | |
| — | | |
| 503 | | |
| 503 | |
U.S. | |
| 1,105 | | |
| 1,057 | | |
| 2,162 | |
China | |
| 43 | | |
| — | | |
| 43 | |
Total | |
| 4,256 | | |
| 4,080 | | |
| 8,336 | |
Notes: The average hours per MW vary across regions. For example,
in the U.S. and Europe, it ranged from 4 - 8 hours per MW of storage, while in China, it was ~2 hours.

Growing IPP Asset Portfolio
in Attractive PPA Regions
As of December 31, we owned and operated
IPP assets comprising approximately 293 MW of solar PV projects and 54 MWh of storage.
Operating
Assets | |
PV
Capacity
(MW) | | |
Storage
(MWh) | |
China DG | |
| 167 | | |
| 54 | |
Europe | |
| 102 | | |
| - | |
U.S. | |
| 24 | | |
| - | |
Total | |
| 293 | | |
| 54 | |
Q4 2024 Financial Results:
All figures refer to the fourth quarter of
2024, unless stated otherwise.
Revenue
Revenue of $34.6 million declined 23% Y/Y, primarily
due to project delays pending government approvals. However, it surged 169% Q/Q, driven by successful project monetization. While timing
delays in the U.S. and Europe impacted Q4 revenue recognition, these projects remain on track to close in 1H 2025, providing strong near-term
visibility.
Gross Profit and Gross Margin
Gross profit was $4.8 million, compared to $5.6
million in Q3 2024 and $5.1 million in Q4 2023. Gross margin was 13.9%, down from 43.8% in Q3 2024 but up from 11.3% in Q4 2023. The
year-over-year improvement reflects the continued strength of our high-margin IPP and DSA businesses.
Operating Expense
Operating expenses were $9.2 million, up from
$3.5 million in Q3 2024 but down from $11.8 million in Q4 2023. The annual decline was primarily due to fewer write-offs and the absence
of asset impairment losses.
Net loss attributable to Emeren Group Ltd’s
common shareholders
Net loss attributable to Emeren Group Ltd’s
common shareholders was $11.8 million, compared to net income of $4.8 million in Q3 2024 and net loss of $2.0 million in Q4 2023.
Diluted net loss attributable to Emeren Group
Ltd’s common shareholders per American Depositary Share (“ADS”) was $0.23, compared to diluted net income of $0.09
in Q3 2024 and diluted net loss of $0.04 in Q4 2023.
Cash Flow
Cash provided by operating activities was $10.4
million; cash used in investing activities was $5.0 million, and cash provided by financing activities was $2.8 million.
Financial Position
Cash and cash equivalents at the end of Q4 2024
were $50.0 million compared to $35.8 million in Q3 2024.
Net asset value (NAV) is approximately $5.9 per
ADS.
Our debt-to-asset ratio at the end of Q4 2024
was 11.23%, compared to 10.18% at the end of Q3 2024.

Conclusion
The renewable energy sector is benefiting from
strong tailwinds, driven by the global shift toward sustainability and the increasing role of solar and energy storage to meet rising
power demand. Our disciplined execution, robust contracted revenue base, and expanding presence in high-margin segments position us for
sustained growth. As we enter 2025, we remain focused on leveraging our strengths in Development Service Agreement (DSA), Independent
Power Producer (IPP), and energy storage to drive long-term value creation. With a clear strategy, strong financial foundation, and commitment
to innovation, we are confident in our ability to capitalize on industry momentum and deliver lasting shareholder value.
Sincerely,
Yumin Liu |
Ke Chen |
Chief Executive Officer |
Chief Financial Officer |

Fourth Quarter and Full Year 2024 Earnings
Results Conference Call
We will host a conference call today to discuss
our fourth quarter and full year 2024 business and financial results. The call is scheduled to begin at 5:00 p.m. U.S.
Eastern Time on Thursday, March 13, 2025.
Please register in advance to join the conference
call using the link provided below and dial in 10 minutes before the call is scheduled to begin. Conference call access information will
be provided upon registration.
Participant Online Registration:
https://register.vevent.com/register/BI53bf135272a04765b47f029df565b83d
Audio-only Webcast:
https://edge.media-server.com/mmc/p/wfuup2dn
Additionally,
an archived webcast of the conference call will be available on the Investor Relations section of Emeren Group Ltd's website at https://ir.emeren.com/.
Safe Harbor Statement
This press release contains statements that constitute
''forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Whenever
you read a statement that is not simply a statement of historical fact (such as when the Company describes what it "believes,"
"expects" or "anticipates" will occur, what "will" or "could" happen, and other similar statements),
you must remember that the Company’s expectations may not be correct, even though it believes that they are reasonable. The Company
does not guarantee that the forward-looking statements will happen as described or that they will happen at all. Further information
regarding risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements is
included in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s annual report
on Form 10-K. The Company undertakes no obligation, beyond that required by law, to update any forward-looking statement to reflect
events or circumstances after the date on which the statement is made, even though the Company’s situation may change in the future.
For investor and media inquiries,
please contact:
Emeren Group
Ltd - Investor Relations
+1 (925) 425-7335
ir@emeren.com
The Blueshirt
Group
Gary Dvorchak
+1 (323) 240-5796
gary@blueshirtgroup.co

Appendix 1: Unaudited Consolidated Statement of Operations
| |
Three Months Ended | | |
Twelve Months Ended | |
| |
Dec 31, 2024 | | |
Sep 30, 2024 | | |
Dec 31, 2023 | | |
Dec 31, 2024 | | |
Dec 31, 2023 | |
| |
| | |
| | |
| | |
| | |
| |
| |
(in thousands, except per ADS data and ADS) | |
Net revenues | |
$ | 34,550 | | |
$ | 12,860 | | |
$ | 44,972 | | |
$ | 92,067 | | |
$ | 105,642 | |
Cost of revenues | |
| (29,763 | ) | |
| (7,229 | ) | |
| (39,899 | ) | |
| (67,945 | ) | |
| (80,629 | ) |
Gross
profit | |
| 4,787 | | |
| 5,631 | | |
| 5,073 | | |
| 24,122 | | |
| 25,013 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
Sales and marketing | |
| (59 | ) | |
| (8 | ) | |
| (105 | ) | |
| (183 | ) | |
| (398 | ) |
General and administrative | |
| (9,196 | ) | |
| (3,959 | ) | |
| (9,272 | ) | |
| (23,131 | ) | |
| (25,961 | ) |
Other operating expenses, net | |
| 80 | | |
| 477 | | |
| (2,075 | ) | |
| (1,312 | ) | |
| (5,624 | ) |
Impairment
loss of assets | |
| - | | |
| - | | |
| (366 | ) | |
| | | |
| (1,691 | ) |
Total
operating expenses | |
| (9,175 | ) | |
| (3,490 | ) | |
| (11,818 | ) | |
| (24,626 | ) | |
| (33,674 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income (loss) from operations | |
| (4,388 | ) | |
| 2,141 | | |
| (6,745 | ) | |
| (504 | ) | |
| (8,661 | ) |
Other (expenses) income: | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest (expenses) income, net | |
| (231 | ) | |
| (431 | ) | |
| (574 | ) | |
| (559 | ) | |
| (411 | ) |
Investment (loss) gain | |
| - | | |
| (4 | ) | |
| 39 | | |
| (4 | ) | |
| 278 | |
Unrealized
foreign exchange (loss) gain | |
| (9,047 | ) | |
| 4,615 | | |
| 5,850 | | |
| (8,522 | ) | |
| 5,892 | |
Total
other (expense) income, net | |
| (9,278 | ) | |
| 4,180 | | |
| 5,315 | | |
| (9,085 | ) | |
| 5,759 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income (loss) before income
tax | |
| (13,666 | ) | |
| 6,321 | | |
| (1,430 | ) | |
| (9,589 | ) | |
| (2,902 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income tax
benefit (expenses) | |
| 1,124 | | |
| (647 | ) | |
| (2,051 | ) | |
| (2,021 | ) | |
| (2,529 | ) |
Net income (loss) | |
| (12,542 | ) | |
| 5,674 | | |
| (3,481 | ) | |
| (11,610 | ) | |
| (5,431 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Less: Net income
(loss) attributed to non-controlling interests | |
| (755 | ) | |
| 831 | | |
| (1,531 | ) | |
| 867 | | |
| (2,245 | ) |
Net
Income (loss) attributed to Emeren Group Ltd | |
| (11,787 | ) | |
| 4,843 | | |
| (1,950 | ) | |
| (12,477 | ) | |
| (3,186 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income (loss) attributed to Emeren Group Ltd per ADS | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | (0.23 | ) | |
$ | 0.09 | | |
$ | (0.04 | ) | |
$ | (0.24 | ) | |
$ | (0.06 | ) |
Diluted | |
$ | (0.23 | ) | |
$ | 0.09 | | |
$ | (0.04 | ) | |
$ | (0.24 | ) | |
$ | (0.06 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted average number of ADS used in computing loss
per ADS* | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 51,317,227 | | |
| 51,254,956 | | |
| 55,197,797 | | |
| 51,845,257 | | |
| 56,526,716 | |
Diluted | |
| 51,317,227 | | |
| 51,352,136 | | |
| 55,197,797 | | |
| 51,845,257 | | |
| 56,526,716 | |
*Each American depositary shares (ADS) represents 10 common
shares

Appendix 2: Unaudited Consolidated Balance Sheet
| |
As of | |
| |
Dec 31, 2024 | | |
Dec 31, 2023 | |
| |
| | |
| |
| |
| (in
thousands) | |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 50,012 | | |
$ | 70,174 | |
Accounts receivable trade, net | |
| 21,121 | | |
| 27,123 | |
Accounts receivable unbilled, net | |
| 41,330 | | |
| 59,598 | |
Advances to suppliers | |
| 568 | | |
| 4,283 | |
Value added tax receivable | |
| 8,005 | | |
| 7,103 | |
Project assets, current | |
| 54,267 | | |
| 39,914 | |
Prepaid expenses and other current assets, net | |
| 16,085 | | |
| 18,255 | |
Total current assets | |
| 191,388 | | |
| 226,450 | |
| |
| | | |
| | |
Property, plant and equipment, net | |
| 194,839 | | |
| 163,114 | |
Project assets, non-current | |
| 14,444 | | |
| 36,610 | |
Operating lease, right-of-use assets | |
| 19,931 | | |
| 21,057 | |
Finance lease, right-of-use assets | |
| 4,574 | | |
| 14,192 | |
Other non-current assets | |
| 22,390 | | |
| 16,928 | |
Total assets | |
$ | 447,566 | | |
$ | 478,351 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
| 11,892 | | |
| 16,203 | |
Advances from customers | |
| 5,042 | | |
| 5,375 | |
Amounts due to related parties | |
| 4,028 | | |
| 4,967 | |
Long-term borrowings, current | |
| 1,181 | | |
| 1,385 | |
Income tax payable | |
| 606 | | |
| 2,102 | |
Salaries payable | |
| 1,265 | | |
| 718 | |
Operating lease liabilities, current | |
| 659 | | |
| 363 | |
Failed sales-leaseback and finance lease liabilities, current | |
| 5,014 | | |
| 4,559 | |
Other current liabilities | |
| 19,831 | | |
| 21,320 | |
Total current liabilities | |
| 49,518 | | |
| 56,992 | |
| |
| | | |
| | |
Long-term borrowings, non-current | |
| 23,515 | | |
| 22,685 | |
Operating lease liabilities, non-current | |
| 19,252 | | |
| 20,575 | |
Failed sale-leaseback and finance lease liabilities, non-current | |
| 13,767 | | |
| 11,258 | |
Deferred tax liabilities | |
| 3,494 | | |
| 3,532 | |
Total liabilities | |
$ | 109,546 | | |
$ | 115,042 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
Shareholders’ equity | |
| | | |
| | |
Common shares | |
| 806,714 | | |
| 806,714 | |
Additional paid-in capital | |
| 15,104 | | |
| 14,728 | |
Treasury stock, at cost | |
| (49,146 | ) | |
| (41,938 | ) |
Accumulated deficit | |
| (453,040 | ) | |
| (440,563 | ) |
Accumulated other comprehensive loss | |
| (19,116 | ) | |
| (13,629 | ) |
Emeren Group Ltd shareholders’ equity | |
| 300,516 | | |
| 325,312 | |
Non-controlling interest | |
| 37,504 | | |
| 37,997 | |
Total shareholders’ equity | |
| 338,020 | | |
| 363,309 | |
Total liabilities and shareholders’ equity | |
$ | 447,566 | | |
$ | 478,351 | |

Appendix 3: Unaudited Consolidated Statement of Cash Flow
| |
Three Months Ended | | |
Twelve Months Ended | |
| |
Dec 31, 2024 | | |
Dec 31, 2023 | | |
Dec 31, 2024 | | |
Dec 31, 2023 | |
| |
| | |
| | |
| | |
| |
| |
(in thousands) | |
Net cash provided by (used in) operating activities | |
$ | 10,371 | | |
$ | 7,236 | | |
$ | (4,215 | ) | |
$ | (23,488 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net cash provided by (used in) investing activities | |
| (5,013 | ) | |
| 6,941 | | |
| (15,658 | ) | |
| 15,309 | |
| |
| | | |
| | | |
| | | |
| | |
Net cash provided by (used in) financing activities | |
| 2,772 | | |
| (3,563 | ) | |
| (5,928 | ) | |
| (25,263 | ) |
| |
| | | |
| | | |
| | | |
| | |
Effect of exchange rate changes | |
| 6,126 | | |
| 379 | | |
| 5,639 | | |
| (3,672 | ) |
Net increase (decrease) in cash and cash equivalents and restricted cash | |
| 14,256 | | |
| 10,993 | | |
| (20,162 | ) | |
| (37,114 | ) |
Cash and cash equivalents and restricted cash, beginning of the period | |
| 35,756 | | |
| 59,181 | | |
| 70,174 | | |
| 107,288 | |
Cash and cash equivalents and restricted cash, end of the period | |
$ | 50,012 | | |
$ | 70,174 | | |
$ | 50,012 | | |
$ | 70,174 | |

Use of Non-GAAP Financial Measures
To supplement Emeren Group Ltd’s financial
statements presented on a US GAAP basis, Emeren Group Ltd provides non-GAAP financial data as supplemental measures of its performance.
To provide investors with additional insight
and allow for a more comprehensive understanding of the information used by management in its financial and decision-making surrounding
pro-forma operations, we supplement our consolidated financial statements presented on a basis consistent with U.S. generally accepted
accounting principles, or GAAP, with EBITDA, Adjusted EBITDA as non-GAAP financial measures of earnings.
· EBITDA represents net income before income tax expense (benefit), interest expense, depreciation and amortization.
· Adjusted EBITDA
represents EBITDA plus discount of electricity subsidy in China, plus share-based compensation, plus impairment of long-lived assets,
plus loss/(gain) on disposal of assets, plus foreign exchange loss/(gain).
Our management uses EBITDA, Adjusted
EBITDA as financial measures to evaluate the profitability and efficiency of our business model. We use these non-GAAP financial measures
to access the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measures that are
derived from them, provide supplemental information to analyze our operations between periods and over time.
We find these measures especially useful
when reviewing pro-forma results of operations, which include large non-cash impairment of long-lived assets and loss on disposal of
assets. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared
in accordance with GAAP.

Appendix 4: Adjusted EBITDA
| |
Three Months Ended | | |
Twelve Months Ended | |
| |
Dec 31, 2024 | | |
Sep 30, 2024 | | |
Dec 31, 2023 | | |
Dec 31, 2024 | | |
Dec 31, 2023 | |
| |
| | |
| | |
| | |
| | |
| |
| |
(in thousands) | |
Net income (loss) | |
$ | (12,542 | ) | |
$ | 5,674 | | |
$ | (3,481 | ) | |
$ | (11,610 | ) | |
$ | (5,431 | ) |
Income tax expenses (benefit) | |
| (1,124 | ) | |
| 647 | | |
| 2,050 | | |
| 2,021 | | |
| 2,529 | |
Interest expenses (income), net | |
| 231 | | |
| 431 | | |
| 574 | | |
| 559 | | |
| 411 | |
Depreciation & Amortization | |
| 1,917 | | |
| 1,781 | | |
| 1,979 | | |
| 6,919 | | |
| 7,438 | |
EBITDA | |
$ | (11,518 | ) | |
$ | 8,533 | | |
$ | 1,122 | | |
$ | (2,111 | ) | |
$ | 4,947 | |
Discount of electricity subsidy in China | |
| (35 | ) | |
| (83 | ) | |
| 603 | | |
| 272 | | |
| 656 | |
Share based compensation | |
| 133 | | |
| 106 | | |
| 203 | | |
| 370 | | |
| 1,443 | |
Loss on disposal of property, plant and equipment | |
| - | | |
| - | | |
| 616 | | |
| - | | |
| 2,128 | |
Interest income of discounted electricity subsidy in China | |
| (2 | ) | |
| 130 | | |
| 60 | | |
| (198 | ) | |
| 109 | |
Foreign exchange loss (gain) | |
| 9,047 | | |
| (4,615 | ) | |
| (5,850 | ) | |
| 8,522 | | |
| (5,892 | ) |
Adjusted EBITDA | |
$ | (2,375 | ) | |
$ | 4,071 | | |
$ | (3,246 | ) | |
$ | 6,855 | | |
$ | 3,391 | |
v3.25.1
Cover
|
Mar. 13, 2025 |
Cover [Abstract] |
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EMEREN GROUP LTD
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Entity Central Index Key |
0001417892
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Entity Tax Identification Number |
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Entity Address, Address Line One |
149 Water Street
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Entity Address, Address Line Two |
Suite 302
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Entity Address, City or Town |
Norwalk
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