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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): November 12, 2025

 

 

FTC Solar, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-40350

 

81-4816270

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

 

 

10900 Stonelake Blvd, Suite 100, Quarry Oaks II Building, Austin, Texas

 

78759

(Address of principal executive offices)

 

 

(Zip Code)

 

Registrant’s telephone number, including area code: (512) 481-4271

 

9020 N Capital of Texas Hwy, Suite I-260

Austin, Texas 78759

(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

Common Stock, $0.0001 par value

 

FTCI

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 November 12, 2025, FTC Solar, Inc. (the "Company") issued a press release regarding its financial results for the third quarter ended September 30, 2025. A copy of the Company's press release is furnished herewith as Exhibit 99.1.

 

The information furnished in this Current Report under this Item 2.02 and the exhibit furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press release dated November 12, 2025

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 


SIGNATURE

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.

 

 

 

FTC SOLAR, INC.

 

 

 

 

Date:

November 12, 2025

By:

/s/ Cathy Behnen

 

 

 

Cathy Behnen,
Chief Financial Officer

 


EX-99.1 2 ftci-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

img83930929_0.jpg

FTC Solar Announces Third Quarter 2025 Financial Results

Third Quarter Highlights and Recent Developments

Third quarter revenue of $26.0 million, up 156.8% y/y, ahead of target guidance
Gross margin improvement of more than 2,500 basis points q/q and 4,500 points y/y
Lowest loss from Operations and best Adjusted EBITDA since 2020
Secured $75 million strategic financing facility during quarter; closed on $37.5 million
Announced 1GW tracker supply agreement with Levona Renewables

 

AUSTIN, Texas — November 12, 2025– FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, today announced financial results for the third quarter that ended September 30, 2025.

 

“Third quarter results came in above the high-end of our guidance ranges on nearly all metrics,” commented Yann Brandt, President and Chief Executive Officer of FTC Solar. “I’m pleased to say that the company remains on a growth trajectory with quarterly revenue up nearly 160% year-over-year and at its highest level in eight quarters; operating income and adjusted EBITDA at the highest levels in 5 years; and a more compelling and complete product offering helping to drive increasing traction with key existing and new customers. Overall, I believe the company continues to make great progress across all aspects of the business, and I am excited about the long-term potential of this company.”

 

Third Quarter Results

Total third-quarter revenue was $26.0 million, which was above our target range. This revenue level represents an increase of 30.2% compared to the prior quarter and an increase of 156.8% compared to the year-earlier quarter.

 

GAAP gross profit was $1.6 million, or 6.1% of revenue, compared to gross loss of $3.9 million, or 19.6% of revenue, in the prior quarter. Non-GAAP gross profit was $2.0 million or 7.7% of revenue, and represented the company’s return to positive gross margin for the first time since late 2023. This compares to Non-GAAP gross loss of $3.9 million in the prior-year period.

 

GAAP operating expenses were $9.3 million. On a Non-GAAP basis, operating expenses were $8.0 million. This compares to Non-GAAP operating expenses of $8.1 million in the year-ago quarter. 

 

Summary Financial Performance: Q3 2025 compared to Q3 2024

 

 

U.S. GAAP

 

 

Non-GAAP(c)

 

 

 

Three months ended September 30,

 

(in thousands, except per share data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

26,030

 

 

$

10,136

 

 

$

26,030

 

 

$

10,136

 

Gross margin percentage

 

 

6.1

%

 

 

(42.5

%)

 

 

7.7

%

 

 

(38.3

%)

Total operating expenses

 

$

9,299

 

 

$

10,670

 

 

$

7,986

 

 

$

8,131

 

Loss from operations(a)

 

$

(7,705

)

 

$

(14,976

)

 

$

(3,962

)

 

$

(12,174

)

Net loss

 

$

(23,938

)

 

$

(15,359

)

 

$

(5,320

)

 

$

(12,678

)

Diluted loss per share(b)

 

$

(1.61

)

 

$

(1.21

)

 

$

(0.36

)

 

$

(1.00

)

 

(a)
Adjusted EBITDA for Non-GAAP
(b)
Prior year amounts per share have been revised to reflect the 1-for-10 reverse stock split, effective November 29, 2024
(c)
See below for reconciliation of Non-GAAP financial measures to the nearest comparable GAAP measures GAAP net loss was $23.9 million or $1.61 per diluted share, compared to a loss of $15.4 million or $1.18 per diluted share in the prior quarter and a net loss of $15.4 million or $1.21 per diluted share (post-split) in the year-ago quarter.

 

 


 

Adjusted EBITDA loss, which excludes approximately $20.0 million for (i) a loss from the change in fair value of the warrant liability, (ii) loss on extinguishment of debt, (iii) certain CEO transition costs, and (iv) costs for a special stockholders' meeting in September 2025 and other non-cash items, was $4.0 million, compared to Adjusted EBITDA losses of $10.4 million1 in the prior quarter and $12.2 million in the year-ago quarter.

 

On August 16, the company announced a one-gigawatt tracker supply agreement with Levona Renewables. The first project expected under the agreement, CT Solar One, is a 140-megawatt utility-scale solar facility under development in Snyder, Texas. The project is being built on 478 acres within a 27,000-acre site and is slated for construction start in early 2026. This project will be followed by CT Solar Two and CT Solar Three, which together will add another approximately 650 megawatts to the overall site development. The projects will utilize FTC Solar’s innovative Pioneer 1P trackers combined with its SunPath performance-enhancing software to capture additional energy yield through optimized terrain-based backtracking and diffuse light optimization.

 

The contracted portion of the company's backlog2, which does not include any portion of the Levona agreement, which is not yet contracted, now stands at approximately $462 million.

 

Financing Close

On July 2, 2025, the company entered into a new $75 million strategic financing facility which provides for an initial term loan financing of up to $37.5 million. Of this amount, $14.3 million of term loan financing and an associated warrant issuance closed and funded on July 2, 2025 and the balance of $23.2 million of the initial financing closed on September 19, 2025, following shareholder approval. The Financing Facility also provides for up to an additional $37.5 million in funding to be available to the company as may be needed in the future upon mutual agreement between the company and the investors under the financing facility, for a total potential financing of $75 million.

 

Subsequent Events

On November 11, 2025, the company entered into a purchase agreement to acquire the 55% interest in Alpha Steel, LLC owned by our joint venture partners for a total cash consideration of approximately $2.7 million. The company established Alpha Steel as a manufacturing joint venture partnership in 2023 to manufacture steel components, including torque tubes, rails and other components, for utility scale solar projects. Following the closing of the transaction (which the company anticipates will be on November 12, 2025), FTC Solar will become the sole owner of Alpha Steel, LLC giving the company full control over a key contributor to its domestic content capability and additional profit potential, while ensuring compliance with guidelines included in the OBBB budget bill.

 

Outlook

For the fourth quarter, we expect revenue at the midpoint of our guidance range to be up approximately 25% compared to the third quarter.

(in millions)

 

3Q'25
Guidance

 

3Q'25
Actual

 

4Q'25
Guidance(3)

Revenue

 

$18.0 – $24.0

 

$26.0

 

$30.0 – $35.0

Non-GAAP Gross Profit (Loss)

 

$(2.4) – $0.6

 

$2.0

 

$3.8 – $8.2

Non-GAAP Gross Margin

 

(13.4%) – 2.5%

 

7.7%

 

12.7% – 23.4%

Non-GAAP operating expenses

 

$7.2 – $7.9

 

$8.0

 

$8.2 – $9.0

Non-GAAP adjusted EBITDA

 

$(10.8) – $(6.8)

 

$(4.0)

 

$(5.4) – $0.0

 

Third Quarter 2025 Earnings Conference Call

FTC Solar’s senior management will host a conference call for members of the investment community at 8:30 a.m. E.T. today, during which the company will discuss its third quarter results, its outlook and other business items. This call will be webcast and can be accessed within the Investor Relations section of FTC Solar's website at https://investor.ftcsolar.com.

 


 

A replay of the conference call will also be available on the website for 30 days following the webcast.

 

About FTC Solar Inc.

Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a global provider of solar tracker systems, technology, software, and engineering services. Solar trackers significantly increase energy production at solar power installations by dynamically optimizing solar panel orientation to the sun. FTC Solar’s innovative tracker designs provide compelling performance and reliability, with an industry-leading installation cost-per-watt advantage.

 

Footnotes

1. A reconciliation of prior quarter Non-GAAP financial measures to the nearest comparable GAAP measures may be found in Exhibit 99.1 of our Form 8-K filed on August 5, 2025.

2. The term ‘backlog’ or ‘contracted and awarded’ refers to the combination of our executed contracts (contracted) and awarded orders (awarded), which are orders that have been documented and signed through a contract, where we are in the process of documenting a contract but for which a contract has not yet been signed, or that have been awarded in writing or verbally with a mutual understanding that the order will be contracted in the future. In the case of certain projects, including those that are scheduled for delivery on later dates, we have not locked in binding pricing with customers, and we instead use estimated average selling price to calculate the revenue included in our contracted and awarded orders for such projects. Actual revenue for these projects could differ once contracts with binding pricing are executed, and there is also a risk that a contract may never be executed for an awarded but uncontracted project, or that a contract may be executed for an awarded but uncontracted project at a date that is later than anticipated, or that a contract once executed may be subsequently amended, supplemented, rescinded, cancelled or breached, including in a manner that impacts the timing and amounts of payments due thereunder, thus reducing anticipated revenues. Please refer to our SEC filings, including our Form 10-K, for more information on our contracted and awarded orders, including risk factors.

3. We do not provide a quantitative reconciliation of our forward-looking Non-GAAP guidance measures to the most directly comparable GAAP financial measures because certain information needed to reconcile those measures is not available without unreasonable efforts due to the inherent difficulty in forecasting and quantifying these measures as a result of changes in project schedules by our customers that may occur, which are outside of our control, and the impact, if any, of credit loss provisions, asset impairment charges, restructuring or changes in the timing and level of indirect or overhead spending, as well as other matters, that could occur which could significantly impact the related GAAP financial measures.

Forward-Looking Statements

This press release contains forward looking statements. These statements are not historical facts but rather are based on our current expectations and projections regarding our business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. You should not rely on our forward-looking statements as predictions of future events, as actual results may differ materially from those in the forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the SEC, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the SEC, our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. Any forward-looking statements in this release speak only as of the date on which they are made. FTC Solar undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

 

 


 

FTC Solar Investor Contact:

Bill Michalek
Vice President, Investor Relations
FTC Solar
T: (737) 241-8618
E: IR@FTCSolar.com

 

# # #

 

 


 

FTC Solar, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands, except shares and per share data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

20,061

 

 

$

7,411

 

 

$

54,130

 

 

$

27,092

 

Service

 

 

5,969

 

 

 

2,725

 

 

 

12,696

 

 

 

7,061

 

Total revenue

 

 

26,030

 

 

 

10,136

 

 

 

66,826

 

 

 

34,153

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

 

18,550

 

 

 

11,798

 

 

 

57,537

 

 

 

34,632

 

Service

 

 

5,886

 

 

 

2,644

 

 

 

15,061

 

 

 

8,278

 

Total cost of revenue

 

 

24,436

 

 

 

14,442

 

 

 

72,598

 

 

 

42,910

 

Gross profit (loss)

 

 

1,594

 

 

 

(4,306

)

 

 

(5,772

)

 

 

(8,757

)

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

1,228

 

 

 

1,467

 

 

 

3,281

 

 

 

4,441

 

Selling and marketing

 

 

1,672

 

 

 

2,406

 

 

 

4,099

 

 

 

6,830

 

General and administrative

 

 

6,399

 

 

 

6,797

 

 

 

16,612

 

 

 

19,374

 

Total operating expenses

 

 

9,299

 

 

 

10,670

 

 

 

23,992

 

 

 

30,645

 

Loss from operations

 

 

(7,705

)

 

 

(14,976

)

 

 

(29,764

)

 

 

(39,402

)

Interest expense

 

 

(1,988

)

 

 

(14

)

 

 

(3,430

)

 

 

(448

)

Interest income

 

 

6

 

 

 

38

 

 

 

17

 

 

 

337

 

Gain from disposal of investment in unconsolidated subsidiary

 

 

 

 

 

 

 

 

3,204

 

 

 

4,085

 

Gain on sale of Atlas

 

 

90

 

 

 

 

 

 

140

 

 

 

 

Loss from change in fair value of warrant liability

 

 

(16,066

)

 

 

 

 

 

(14,298

)

 

 

 

Loss on extinguishment of debt

 

 

(173

)

 

 

 

 

 

(173

)

 

 

 

Other income, net

 

 

35

 

 

 

93

 

 

 

110

 

 

 

122

 

Income (loss) from unconsolidated subsidiary

 

 

1,907

 

 

 

(256

)

 

 

1,344

 

 

 

(767

)

Loss before income taxes

 

 

(23,894

)

 

 

(15,115

)

 

 

(42,850

)

 

 

(36,073

)

Provision for income taxes

 

 

(44

)

 

 

(244

)

 

 

(337

)

 

 

(298

)

Net loss

 

 

(23,938

)

 

 

(15,359

)

 

 

(43,187

)

 

 

(36,371

)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

37

 

 

 

207

 

 

 

146

 

 

 

62

 

Comprehensive loss

 

$

(23,901

)

 

$

(15,152

)

 

$

(43,041

)

 

$

(36,309

)

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted(*)

 

$

(1.61

)

 

$

(1.21

)

 

$

(3.17

)

 

$

(2.88

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted(*)

 

 

14,899,638

 

 

 

12,738,030

 

 

 

13,626,800

 

 

 

12,623,500

 

___________

(*)

Prior year amounts per share and number of shares, as applicable, have been revised to reflect the 1-for-10 reverse stock split, effective November 29, 2024.

 

 


 

FTC Solar, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

 

(in thousands, except shares and per share data)

 

September 30,
2025

 

 

December 31, 2024

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

24,369

 

 

$

11,247

 

Accounts receivable, net of allowance for credit losses of $2,283 and $1,717 at September 30, 2025 and December 31, 2024, respectively

 

 

49,193

 

 

 

39,709

 

Inventories

 

 

7,655

 

 

 

10,144

 

Prepaid and other current assets

 

 

15,374

 

 

 

15,028

 

Total current assets

 

 

96,591

 

 

 

76,128

 

Operating lease right-of-use assets

 

 

1,026

 

 

 

1,149

 

Property and equipment, net

 

 

2,229

 

 

 

2,217

 

Goodwill

 

 

7,312

 

 

 

7,139

 

Equity method investment

 

 

2,298

 

 

 

954

 

Other assets

 

 

2,069

 

 

 

2,341

 

Total assets

 

$

111,525

 

 

$

89,928

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

16,313

 

 

$

12,995

 

Accrued expenses

 

 

26,850

 

 

 

20,134

 

Income taxes payable

 

 

452

 

 

 

325

 

Deferred revenue

 

 

4,408

 

 

 

5,306

 

Other current liabilities

 

 

10,111

 

 

 

10,313

 

Total current liabilities

 

 

58,134

 

 

 

49,073

 

Long-term debt

 

 

16,648

 

 

 

9,466

 

Operating lease liability, net of current portion

 

 

583

 

 

 

411

 

Warrant liability

 

 

48,127

 

 

 

9,520

 

Other non-current liabilities

 

 

1,765

 

 

 

2,422

 

Total liabilities

 

 

125,257

 

 

 

70,892

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Preferred stock par value of $0.0001 per share, 10,000,000 shares authorized; none issued as of September 30, 2025 and December 31, 2024

 

 

 

 

 

 

Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 14,937,835 and 12,853,823 shares issued and outstanding as of September 30, 2025 and December 31, 2024

 

 

1

 

 

 

1

 

Treasury stock, at cost; 1,076,257 shares as of September 30, 2025 and December 31, 2024

 

 

 

 

 

 

Additional paid-in capital

 

 

377,591

 

 

 

367,318

 

Accumulated other comprehensive loss

 

 

(396

)

 

 

(542

)

Accumulated deficit

 

 

(390,928

)

 

 

(347,741

)

Total stockholders’ equity (deficit)

 

 

(13,732

)

 

 

19,036

 

Total liabilities and stockholders’ equity (deficit)

 

$

111,525

 

 

$

89,928

 

 

 


 

FTC Solar, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(43,187

)

 

$

(36,371

)

Adjustments to reconcile net loss to cash used in operating activities:

 

 

 

 

 

 

Stock-based compensation

 

 

2,343

 

 

 

4,243

 

Depreciation and amortization

 

 

897

 

 

 

1,229

 

Loss from change in fair value of warrant liability

 

 

14,298

 

 

 

 

Amortization of debt discount and issue costs

 

 

1,385

 

 

 

236

 

Paid-in-kind non-cash interest

 

 

1,567

 

 

 

 

Provision for obsolete and slow-moving inventory

 

 

 

 

 

177

 

(Income) loss from unconsolidated subsidiary

 

 

(1,344

)

 

 

767

 

Gain from disposal of investment in unconsolidated subsidiary

 

 

(3,204

)

 

 

(4,085

)

Gain on sale of Atlas

 

 

(140

)

 

 

 

Loss on extinguishment of debt

 

 

173

 

 

 

 

Warranties issued and remediation added

 

 

2,073

 

 

 

4,735

 

Warranty recoverable from manufacturer

 

 

271

 

 

 

388

 

Credit loss provisions

 

 

566

 

 

 

1,330

 

Deferred income taxes

 

 

425

 

 

 

220

 

Lease expense

 

 

884

 

 

 

861

 

Impact on cash from changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(9,875

)

 

 

26,604

 

Inventories

 

 

2,489

 

 

 

(11,396

)

Prepaid and other current assets

 

 

(399

)

 

 

(1,403

)

Other assets

 

 

(344

)

 

 

(514

)

Accounts payable

 

 

3,150

 

 

 

10,622

 

Accruals and other current liabilities

 

 

5,696

 

 

 

(13,502

)

Deferred revenue

 

 

(898

)

 

 

832

 

Other non-current liabilities

 

 

(1,208

)

 

 

(2,013

)

Lease payments and other, net

 

 

(1,034

)

 

 

(968

)

Net cash used in operations

 

 

(25,416

)

 

 

(18,008

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(793

)

 

 

(1,355

)

Proceeds from sale of Atlas software platform

 

 

140

 

 

 

 

Proceeds from sale of property and equipment

 

 

6

 

 

 

 

Equity method investment in Alpha Steel

 

 

 

 

 

(1,800

)

Proceeds from disposal of investment in unconsolidated subsidiary

 

 

3,204

 

 

 

4,085

 

Net cash provided by investing activities

 

 

2,557

 

 

 

930

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from borrowings

 

 

35,955

 

 

 

 

Financing costs paid

 

 

(58

)

 

 

 

Proceeds from stock option exercises

 

 

3

 

 

 

3

 

Net cash provided by financing activities

 

 

35,900

 

 

 

3

 

Effect of exchange rate changes on cash and cash equivalents

 

 

81

 

 

 

95

 

Increase (decrease) in cash and cash equivalents

 

 

13,122

 

 

 

(16,980

)

Cash and cash equivalents at beginning of period

 

 

11,247

 

 

 

25,235

 

Cash and cash equivalents at end of period

 

$

24,369

 

 

$

8,255

 

 

 


 

Notes to Reconciliations of Non-GAAP Financial Measures to Nearest Comparable GAAP Measures

We utilize Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS as supplemental measures of our performance. We define Adjusted EBITDA as net loss plus (i) provision for (benefit from) income taxes, (ii) interest expense, less interest income, (iii) depreciation expense, (iv) amortization of intangibles, (v) stock-based compensation, (vi) loss from changes in the fair value of our warrant liability, (vii) loss on extinguishment of debt, and (viii) Chief Executive Officer ("CEO") transition costs, non-routine legal fees, costs associated with our reverse stock split and special stockholders' meeting, severance and certain other costs (credits). We also deduct the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary and gains from changes in fair value of our warrant liability from net loss in arriving at Adjusted EBITDA. We define Adjusted Net Loss as net loss plus (i) amortization of debt discount and issue costs and intangibles, (ii) stock-based compensation, (iii) loss from changes in the fair value of our warrant liability, (iv) loss on extinguishment of debt, (v) CEO transition costs, non-routine legal fees, costs associated with our reverse stock split and special stockholders' meeting, severance and certain other costs (credits), and (vi) the income tax expense (benefit) of those adjustments, if any. We also deduct the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary and gains from changes in fair value of our warrant liability in arriving at Adjusted Net Loss. Adjusted EPS is defined as Adjusted Net Loss on a per share basis using our weighted average diluted shares outstanding.

 

Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). We present these Non-GAAP measures, many of which are commonly used by investors and analysts, because we believe they assist those investors and analysts in comparing our performance across reporting periods on an ongoing basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to evaluate the effectiveness of our business strategies.

 

Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, and you should not rely on any single financial measure to evaluate our business. These Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure as disclosed below.

 

The following table reconciles Non-GAAP gross profit (loss) to the most closely related GAAP measure for the three and nine months ended September 30, 2025 and 2024, respectively:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands, except percentages)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

U.S. GAAP revenue

 

$

26,030

 

 

$

10,136

 

 

$

66,826

 

 

$

34,153

 

U.S. GAAP gross profit (loss)

 

$

1,594

 

 

$

(4,306

)

 

$

(5,772

)

 

$

(8,757

)

Depreciation expense

 

 

151

 

 

 

183

 

 

 

509

 

 

 

534

 

Stock-based compensation

 

 

247

 

 

 

243

 

 

 

738

 

 

 

699

 

Severance costs

 

 

 

 

 

 

 

 

34

 

 

 

 

Non-GAAP gross profit (loss)

 

$

1,992

 

 

$

(3,880

)

 

$

(4,491

)

 

$

(7,524

)

Non-GAAP gross margin percentage

 

 

7.7

%

 

 

(38.3

%)

 

 

(6.7

%)

 

 

(22.0

%)

 

 


 

The following table reconciles Non-GAAP operating expenses to the most closely related GAAP measure for the three and nine months ended September 30, 2025 and 2024, respectively:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

U.S. GAAP operating expenses

 

$

9,299

 

 

$

10,670

 

 

$

23,992

 

 

$

30,645

 

Depreciation expense

 

 

(139

)

 

 

(101

)

 

 

(388

)

 

 

(294

)

Amortization expense

 

 

 

 

 

(133

)

 

 

 

 

 

(401

)

Stock-based compensation

 

 

(880

)

 

 

(1,076

)

 

 

(1,605

)

 

 

(3,544

)

CEO transition

 

 

(194

)

 

 

(1,229

)

 

 

(582

)

 

 

(1,229

)

Non-routine legal fees

 

 

 

 

 

 

 

 

 

 

 

(66

)

Reverse stock split

 

 

 

 

 

 

 

 

(1

)

 

 

 

Severance costs

 

 

 

 

 

 

 

 

(141

)

 

 

 

Special stockholders' meeting

 

 

(100

)

 

 

 

 

 

(100

)

 

 

 

Non-GAAP operating expenses

 

$

7,986

 

 

$

8,131

 

 

$

21,175

 

 

$

25,111

 

The following table reconciles Non-GAAP Adjusted EBITDA to the related GAAP measure of loss from operations for the three and nine months ended September 30, 2025 and 2024, respectively:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

U.S. GAAP loss from operations

 

$

(7,705

)

 

$

(14,976

)

 

$

(29,764

)

 

$

(39,402

)

Depreciation expense

 

 

290

 

 

 

284

 

 

 

897

 

 

 

828

 

Amortization expense

 

 

 

 

 

133

 

 

 

 

 

 

401

 

Stock-based compensation

 

 

1,127

 

 

 

1,319

 

 

 

2,343

 

 

 

4,243

 

CEO transition

 

 

194

 

 

 

1,229

 

 

 

582

 

 

 

1,229

 

Non-routine legal fees

 

 

 

 

 

 

 

 

 

 

 

66

 

Reverse stock split

 

 

 

 

 

 

 

 

1

 

 

 

 

Severance costs

 

 

 

 

 

 

 

 

175

 

 

 

 

Special stockholders' meeting

 

 

100

 

 

 

 

 

 

100

 

 

 

 

Other income, net

 

 

35

 

 

 

93

 

 

 

110

 

 

 

122

 

Gain on sale of Atlas

 

 

90

 

 

 

 

 

 

140

 

 

 

 

Income (loss) from unconsolidated subsidiary

 

 

1,907

 

 

 

(256

)

 

 

1,344

 

 

 

(767

)

Adjusted EBITDA

 

$

(3,962

)

 

$

(12,174

)

 

$

(24,072

)

 

$

(33,280

)

 

 


 

The following table reconciles Non-GAAP Adjusted EBITDA and Adjusted Net Loss to the related GAAP measure of net loss for the three months ended September 30, 2025 and 2024, respectively:

 

 

Three months ended September 30,

 

 

 

2025

 

 

2024

 

(in thousands, except shares and per share data)

 

Adjusted EBITDA

 

 

Adjusted Net Loss

 

 

Adjusted EBITDA

 

 

Adjusted Net Loss

 

Net loss per U.S. GAAP

 

$

(23,938

)

 

$

(23,938

)

 

$

(15,359

)

 

$

(15,359

)

Reconciling items -

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

44

 

 

 

 

 

 

244

 

 

 

 

Interest expense

 

 

1,988

 

 

 

 

 

 

14

 

 

 

 

Interest income

 

 

(6

)

 

 

 

 

 

(38

)

 

 

 

Amortization of debt discount and issue costs in interest expense

 

 

 

 

 

958

 

 

 

 

 

 

 

Depreciation expense

 

 

290

 

 

 

 

 

 

284

 

 

 

 

Amortization of intangibles

 

 

 

 

 

 

 

 

133

 

 

 

133

 

Stock-based compensation

 

 

1,127

 

 

 

1,127

 

 

 

1,319

 

 

 

1,319

 

Loss from change in fair value of warrant liability(a)

 

 

16,066

 

 

 

16,066

 

 

 

 

 

 

 

Loss on extinguishment of debt(b)

 

 

173

 

 

 

173

 

 

 

 

 

 

 

CEO transition(c)

 

 

194

 

 

 

194

 

 

 

1,229

 

 

 

1,229

 

Special stockholders' meeting(d)

 

 

100

 

 

 

100

 

 

 

 

 

 

 

Adjusted Non-GAAP amounts

 

$

(3,962

)

 

$

(5,320

)

 

$

(12,174

)

 

$

(12,678

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Non-GAAP net loss per share (Adjusted EPS):

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted(e)

 

N/A

 

 

$

(0.36

)

 

N/A

 

 

$

(1.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted(e)

 

N/A

 

 

 

14,899,638

 

 

N/A

 

 

 

12,738,030

 

 

(a)

We exclude non-cash changes in the fair value of our outstanding warrants as we do not consider such changes to impact or reflect changes in our core operating performance.

(b)

We exclude the loss on extinguishment of debt arising from our July 2, 2025 Credit Agreement and related amendments to our existing debt as we do not consider such changes to impact or reflect changes in our core operating performance.

(c)

In connection with hiring a new CEO in August 2024, we agreed to upfront and incremental sign-on bonuses (collectively, the "sign-on bonuses"), a portion of which was paid to our CEO in 2024, with clawback provisions over the next two years, and a portion of which will be paid annually during 2025 and 2026, all contingent upon continued employment. These sign-on bonuses will be expensed over the periods through October 1, 2026, to reflect the required service periods. We do not view these sign-on bonuses as being part of the normal ongoing compensation arrangements for our CEO.

(d)

We exclude the costs associated with a special stockholders' meeting held in September 2025 to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of an aggregate 6,836,237 shares of our common stock issuable upon exercise of the New Warrants granted to the Lenders under the Credit Agreement we entered into on July 2, 2025, as we do not consider such costs to impact our ongoing core operating performance.

(e)

Prior year shares and amounts, as applicable, have been revised to reflect the 1-for-10 reverse stock split, effective November 29, 2024.