Non-cash gain lifts FTC Solar (NASDAQ: FTCI) as liquidity risks rise
Rhea-AI Filing Summary
FTC Solar, Inc. reported Q1 2026 revenue of $17.3M, down from $20.8M a year earlier, and a gross loss of $1.2M. The company generated net income of $32.6M, driven almost entirely by a non‑cash $48.7M gain from the change in fair value of its warrant liability, while loss from operations was $12.1M.
Cash used in operations was $12.8M, leaving cash and equivalents at $5.6M and a stockholders’ deficit of $6.1M as of March 31, 2026. Total debt, net of discounts, was $22.6M, and the warrant liability was $25.8M. Management discloses that recurring losses, significant required 2026 principal repayments under its Credit Agreement, minimum unrestricted cash covenants, and acquisition‑related notes create substantial doubt about the company’s ability to continue as a going concern.
The company has an at‑the‑market equity program with about $8.2M of remaining capacity and amended its Credit Agreement in March 2026 to obtain covenant relief in exchange for additional scheduled principal repayments. FTC Solar continues to focus on cost reductions, expanded non‑China supply chains, and leveraging its Alpha Steel subsidiary and software offerings to support utility‑scale solar tracker projects.
Positive
- None.
Negative
- Substantial doubt about going concern: Management states that recurring operating losses, heavy cash usage, required 2026 principal payments, and restrictive cash and revenue covenants under the Credit Agreement create substantial doubt about FTC Solar’s ability to continue as a going concern within the next year.
- Tight liquidity and high-cost capital structure: Cash fell to $5.6M after $12.8M operating cash outflow, against $22.6M of net debt, large warrant liabilities, and an estimated $2.6M exit fee, with an effective interest rate around 30% on long-term debt.
- Covenant and refinancing risk: The amended Credit Agreement adds minimum unrestricted cash and revenue thresholds beginning Q2 2026 and requires $10M of principal repayments in 2026, increasing the risk of covenant breaches or dilutive financing if performance or capital access weaken.
Insights
Profit is non‑cash; liquidity is tight and covenants are key risks.
FTC Solar shows Q1 2026 net income of $32.6M, but this is almost entirely from a $48.7M non‑cash warrant revaluation. Core operations still lost $12.1M and used $12.8M of operating cash, shrinking cash to $5.6M.
The $53.6M of term loans and $2.2M Alpha Steel notes carry an effective interest rate near 30% when discounts and exit fees are included. Amended covenants require minimum unrestricted cash balances of at least $15M at June 30, 2026 and $10M thereafter, plus step‑up quarterly revenue and EBITDA tests.
Management explicitly concludes substantial doubt about continuing as a going concern over the next year, citing covenant risk and mandatory repayments of $2.5M in May 2026 and $5.0M in September 2026. Liquidity options include potential Second Delayed Draw Term Loans (at lender discretion) and roughly $8.2M of remaining ATM capacity, but actual outcomes depend on lender decisions and market conditions.
Key Figures
Key Terms
going concern financial
warrant liability financial
At the Market Offering Agreement financial
Term Loans financial
Exit Fee financial
emerging growth company regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________to__________
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(Former name, former address and former fiscal year, if changed since last report) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of April 30, 2026,
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
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Forward-looking statements |
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Item 1. |
Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Comprehensive Results of Operations |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
Controls and Procedures |
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PART II – OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
46 |
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Item 3. |
Defaults Upon Senior Securities |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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SIGNATURE |
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q ("Quarterly Report") contains forward-looking statements. All statements other than statements of historical or current facts contained in this Quarterly Report may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, liquidity, growth and profitability strategies and factors and trends affecting our business are forward-looking statements. Forward-looking statements can be identified in some cases by the use of words such as “believe,” “can,” “could,” “potential,” “plan,” “predict,” “goals,” “seek,” “should,” “may,” “may have,” “would,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” the negative of these words, other similar expressions or by discussions of strategy, plans or intentions.
The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the factors set forth under Part II, Item 1A. "Risk Factors" of this Quarterly Report, and more comprehensively in Part I, Item 1A "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Annual Report"). Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.
These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events or otherwise.
1
ITEM 1. FINANCIAL STATEMENTS
FTC Solar, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except shares and per share data) |
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March 31, 2026 |
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December 31, 2025 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for credit losses of $ |
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Inventories |
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Prepaid and other current assets |
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Total current assets |
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Operating lease right-of-use assets |
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Property and equipment, net |
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Goodwill |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Short-term debt |
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Accrued expenses |
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Income taxes payable |
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Deferred revenue |
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Other current liabilities |
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Total current liabilities |
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Long-term debt |
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Operating lease liability, net of current portion |
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Deferred income taxes |
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Warrant liability |
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Other non-current liabilities |
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Total liabilities |
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Stockholders’ deficit |
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Preferred stock par value of $ |
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Common stock par value of $ |
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Treasury stock, at cost; |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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Total stockholders' deficit |
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( |
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Total liabilities and stockholders’ deficit |
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$ |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
2
FTC Solar, Inc.
Condensed Consolidated Statements of Comprehensive Results of Operations
(unaudited)
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Three months ended March 31, |
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(in thousands, except shares and per share data) |
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2026 |
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2025 |
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Revenue: |
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Product |
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$ |
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$ |
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Service |
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Total revenue |
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Cost of revenue: |
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Product |
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Service |
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Total cost of revenue |
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Gross loss |
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( |
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Operating expenses |
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Research and development |
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Selling and marketing |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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Interest expense |
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Interest income |
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Gain from disposal of investment in unconsolidated subsidiary |
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Gain from change in fair value of warrant liability |
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Other income, net |
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Loss from unconsolidated subsidiary |
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( |
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Income (loss) before income taxes |
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( |
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Provision for income taxes |
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( |
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( |
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Net income (loss) |
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( |
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Other comprehensive income: |
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Foreign currency translation adjustments |
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Comprehensive income (loss) |
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$ |
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$ |
( |
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Net income (loss) per share: |
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Basic |
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$ |
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$ |
( |
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Diluted |
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$ |
( |
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$ |
( |
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Weighted-average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
FTC Solar, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(unaudited)
For the three months ended March 31, 2026:
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Preferred stock |
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Common stock |
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Treasury stock |
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(in thousands, except shares) |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Additional |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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Total |
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Balance as of December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Shares issued during the period for vested restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Sale of shares |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock offering costs |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive gain |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance as of March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
FTC Solar, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Continued)
(unaudited)
For the three months ended March 31, 2025:
|
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Preferred stock |
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Common stock |
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Treasury stock |
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(in thousands, except shares) |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Balance as of December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
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$ |
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||||||||
Shares issued during the period for vested restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Other comprehensive gain |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance as of March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
FTC Solar, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
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Three months ended March 31, |
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(in thousands) |
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2026 |
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2025 |
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Cash flows from operating activities |
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Net income (loss) |
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$ |
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$ |
( |
) |
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Adjustments to reconcile net income (loss) to cash used in operating activities: |
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Stock-based compensation |
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Depreciation and amortization |
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Gain from change in fair value of warrant liability |
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( |
) |
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( |
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Gain from sale of property and equipment |
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— |
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(3 |
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Amortization of debt discount and issue costs |
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Paid-in-kind non-cash interest |
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Provision for obsolete and slow-moving inventory |
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Loss from unconsolidated subsidiary |
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Gain from disposal of investment in unconsolidated subsidiary |
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( |
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Warranties issued and remediation added |
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Warranty recoverable from manufacturer |
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Credit loss provisions (credits) |
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( |
) |
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Deferred income taxes |
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Lease expense |
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Impact on cash from changes in operating assets and liabilities: |
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|
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|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventories |
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|
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|
|
|
||
Prepaid and other current assets |
|
|
( |
) |
|
|
|
|
Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
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|
|
Accruals and other current liabilities |
|
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|
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|
||
Deferred revenue |
|
|
( |
) |
|
|
( |
) |
Other non-current liabilities |
|
|
( |
) |
|
|
( |
) |
Lease payments and other, net |
|
|
( |
) |
|
|
( |
) |
Net cash used in operations |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of property and equipment |
|
|
|
|
|
|
||
Proceeds from disposal of investment in unconsolidated subsidiary |
|
|
|
|
|
|
||
Net cash (used in) provided by investing activities |
|
|
( |
) |
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayments of borrowings |
|
|
( |
) |
|
|
|
|
Proceeds from sale of common stock |
|
|
|
|
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|
||
Stock offering costs paid |
|
|
( |
) |
|
|
|
|
Financing costs paid |
|
|
( |
) |
|
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|
|
Proceeds from stock option exercises |
|
|
|
|
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|
||
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
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|
||
Decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
||
Purchases of property and equipment included in ending accounts payable and accruals |
|
$ |
|
|
$ |
|
||
Paid-in-kind and exit fee non-cash interest added to debt |
|
$ |
|
|
$ |
|
||
Cash paid during the period for interest |
|
$ |
|
|
$ |
|
||
Cash paid during the period for taxes, net of refunds |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
FTC Solar, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Description of business
FTC Solar, Inc. (the “Company”, “we”, “our”, or “us”) was founded in 2017 and is incorporated in the state of Delaware. In April 2021, we completed an initial public offering ("IPO"), and our common stock currently trades on the Nasdaq Capital Market ("Nasdaq") under the symbol “FTCI”.
We are a global provider of solar tracker systems, supported by proprietary software and value-added engineering services. Solar tracker systems move solar panels throughout the day to maintain an optimal orientation relative to the sun, thereby increasing the amount of solar energy produced at a solar installation. Our one module-in-portrait ("1P") solar tracker system is marketed under the Pioneer brand name ("Pioneer"), and our original two modules-in-portrait ("2P") solar tracker system is marketed under the Voyager brand name (“Voyager”). We also have a mounting solution to support the installation and use of U.S.-manufactured thin-film modules. Our primary software offerings include SUNPATH, which helps customers optimize solar tracking for increased energy production, and our SUNOPS real-time operations management platform. In addition, we have a team of renewable energy professionals available to assist our U.S. and worldwide clients in site layout, structural design, pile testing and other needs across the solar project development and construction cycle. Our products and services provide tracker solutions for large utility-scale solar and distributed generation projects around the world. Our customers are primarily engineering, procurement and construction companies ("EPCs") and we also contract with developers and owners. The Company is headquartered in Austin, Texas, and has international subsidiaries in Australia, China, India, South Africa and Spain.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act. Under the JOBS Act, we elected to use the allowed extended transition period to delay adopting new or revised accounting standards until such time as those standards apply to private companies.
2. Summary of significant accounting policies
Basis of presentation and principles of consolidation
The accompanying unaudited Condensed Consolidated Financial Statements include the results of the Company and its wholly owned subsidiaries and have been prepared based on the assumption that the Company will continue as a going concern and are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and pursuant to Form 10-Q and Article 10 of Regulation S-X. As discussed further in "Liquidity and Going Concern" below, given the Company's current cash balances, subject to required reductions in the principal amount of our outstanding debt and required compliance with certain financial covenants during the remainder of 2026, as well as recurring operating losses and cash outflows from operations, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern during the next year.
In the opinion of management, all adjustments of a normal recurring nature have been made that are considered necessary for a fair statement of our financial position as of March 31, 2026 and December 31, 2025, and our results of operations for the three months ended March 31, 2026 and cash flows for the three months ended March 31, 2026 and 2025. The Condensed Consolidated Balance Sheet as of December 31, 2025 has been derived from the Company’s audited Consolidated Financial Statements but does not include all disclosures required by U.S. GAAP. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Intercompany balances and transactions have been eliminated in consolidation.
Certain information and disclosures normally included in the notes to our annual Consolidated Financial Statements prepared in accordance with U.S. GAAP have been omitted from these interim Condensed Consolidated Financial Statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Therefore, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
We currently operate in one business segment, the manufacturing and servicing of solar tracker systems. See Note 17, "Segment information" below for further discussion.
7
Liquidity and Going Concern
We have incurred cumulative operating losses since inception and have a history of cash outflows from operations, inclusive of $
ATM program
As of March 31, 2026, in addition to our cash on hand and working capital, we had approximately $
Second Amendment to Credit Agreement
As described further in Note 11, "Debt", on March 23, 2026, we entered into a Second Amendment and Limited Waiver to our Credit Agreement (the “Second Amendment”) pursuant to which the Lenders: (i) provided a waiver relating to our breach of the purchase order covenant in our Credit Agreement for the fiscal quarter ended December 31, 2025; (ii) agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) agreed to further amend certain other existing financial covenants under the Credit Agreement, including the elimination of the minimum revenue and cash covenants for the quarter ended March 31, 2026. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $
Payments for acquisition of Alpha Steel
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders (the "Selling Members") of Alpha Steel LLC ("Alpha Steel") pursuant to which we agreed to acquire all of their membership interests for a purchase price of approximately $
Conclusion of substantial doubt
In view of the requirements for quarterly cash interest payments and certain specified principal payments under the Credit Agreement (including the required prepayments summarized above) and principal and interest payments for the Acquisition Notes, as well as our history of operating losses and cash outflows, and considering that the availability of additional financing provided by the Credit Agreement in the form of Second Delayed Draw Term Loans is not completely within our control, we believe these factors create uncertainty as to our ability to fully meet the financial covenant requirements under the Credit Agreement during the twelve months following issuance of this Quarterly Report. Therefore, we have concluded that substantial doubt exists as to our ability to continue as a going concern within the next year.
Our ability to meet our liquidity needs over the next year is dependent upon (i) our cash on hand (subject to (x) required principal repayments of $
8
stock under the ATM program, and (v) if we determine necessary, our ability to raise additional capital through other securities offerings. In addition, we continue to remain focused on implementing additional cost savings steps, which could impact, among other things, the location of our headcount and the level of services currently provided by third parties.
Use of estimates
Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenue and expenses during the period. Estimates are used for calculating the measure of progress of our solar tracker projects and deriving the standalone selling prices of the individual performance obligations when determining amounts to recognize for revenue, estimating allowances for credit losses and slow-moving and obsolete inventory, determining useful lives of long-lived assets and the estimated fair value of those assets for impairment assessments, and estimating the fair value of assets and liabilities acquired in business combinations, investments, warrants, stock compensation awards, warranty liabilities and federal and state taxes, including tax valuation allowances, as well as other contingencies. We base our estimates on historical experience and anticipated results, trends, and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates due to risks and uncertainties.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentration of credit risk are primarily cash and accounts receivable.
We regularly maintain cash balances with various financial institutions that exceed federally insured amounts, but we have experienced no losses associated with these amounts to date. We periodically evaluate the financial health of the financial institutions we use and may take action in future periods, similar to past actions, to reallocate cash balances between financial institutions based on our evaluation.
We extend credit to customers in the normal course of business, often without requiring collateral. We also perform credit analyses and monitor the financial health of our customers to reduce credit risk.
The Company’s accounts receivables are derived from revenue earned from customers primarily located in the United States and Australia. For the periods included in this Quarterly Report, no company locations other than in the United States accounted for more than
Cash and cash equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Certain of our cash equivalents include deposits in money market funds that invest primarily in short-term securities issued or guaranteed by the U.S. government or its agencies or instrumentalities and contain no restrictions on immediate redemption. These deposits totaled $
Accounts receivable, net
Trade receivables are recorded at invoiced amounts, net of allowances for credit losses, and do not bear interest. We generally do not require collateral from our customers; however, in certain circumstances, we may require letters of credit, other collateral, additional guarantees or advance payments.
The allowance for credit losses is based on the lifetime expected credit loss of our customer accounts. To assess the lifetime expected credit loss, we utilize a loss rate method that takes into consideration historical experience and certain other factors, as appropriate, such as credit quality, current economic or other conditions and changes in project status that may affect a customer's ability to pay. Provisions for credit losses are included as a component of our selling and marketing expenses.
9
Receivables arising from revenue recognized in excess of billings represent our unconditional right to consideration before customers are invoiced due to the level of progress obtained as of period end on our contracts to procure and deliver tracker systems and related equipment. Further information may be found below in our revenue recognition policy.
Inventories
Impairment
We review our long-lived assets that are held for use for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or that its useful life may be shorter than previously expected. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, we determine whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset, which in most cases is estimated based upon Level 3 unobservable inputs. If the asset is determined to have a remaining useful life shorter than previously expected, an adjustment for the shorter remaining life will be made for purposes of recognizing future depreciation expense. Assets are classified as held for sale when we have a plan, approved by the appropriate levels of management, for disposal of such assets, as well as other considerations, and those assets are stated at the lower of carrying value or estimated fair value less estimated costs to sell.
Goodwill
We recognize goodwill as the excess of the purchase price over the estimated fair value of the identified assets and liabilities acquired in a business combination accounted for using the acquisition method. Goodwill is not amortized but is subject to a periodic assessment for impairment at least annually, or whenever events and circumstances indicate an impairment may exist. Our assessments may include qualitative factors such as current or expected industry and market conditions, our overall financial performance, share price trends, market capitalization and other company-specific events.
We operate in one segment, being the consolidated entity, which we have also determined is the reporting unit for goodwill impairment.
Deferred debt discount and issue costs
Legal, consulting, accounting and other fees that are incremental and directly related to issuances of long-term debt, including any discounts on the debt, are capitalized and reflected as a reduction to the principal amount of our outstanding debt. These costs are amortized to interest expense over the term of the debt using the interest method.
Warrants
Warrants issued for the purchase of our common stock are evaluated for liability or equity classification and recorded at fair value upon issuance. Fair value may be determined using a Black-Scholes model or other valuation technique depending on the terms of the warrants, based primarily on Level 2 inputs. Warrants containing clauses that could require settlement in cash or with other assets are reflected as liabilities whereas warrants that may only be settled with the issuance of our common stock are reflected as a component of our equity. Warrants classified as liabilities are adjusted to current fair value at the end of each reporting period with changes reflected in our results of operations. Legal, consulting, accounting and other fees that are incremental and directly related to the issuance of warrants are expensed as incurred for warrants classified as liabilities or shown as a reduction to the value of our warrants as reflected in our equity.
10
Warranty
Typically, the sale of solar tracker projects includes parts warranties to customers as part of the overall price of the product.
While we periodically monitor our warranty activities and claims, if actual costs incurred were to be different from our estimates, we would recognize adjustments to our warranty reserves in the period in which those differences arise or are identified.
Stock-based compensation
We recognize compensation expense for all share-based payment awards made, including stock options and restricted stock units ("RSUs"), based on the estimated fair value of the award on the grant date. We calculate the fair value of stock options using the Black-Scholes option pricing model for awards with service-based vesting or through use of a lattice model or a Monte Carlo simulation for stock options and RSU awards with market conditions. The fair value of RSUs with only service or performance-based vesting is based on the estimated fair value of the Company's common stock on the date of grant. We consider the closing price of our stock, as reported on Nasdaq, to be the fair value of our stock on the grant date.
Forfeitures are accounted for as they occur. For service-based awards, stock-based compensation is recognized using the straight-line attribution approach over the requisite service period. For performance-based awards, stock-based compensation is recognized based on graded vesting over the requisite service period when the performance condition is probable of being achieved. Stock compensation expense for market-based awards is recognized over the derived service period determined in the valuation model, inclusive of any vesting conditions.
Revenue recognition
Product revenue is derived from the sale of solar tracker systems and customized components for those systems, individual part sales for certain specific transactions and the sale of term-based software licenses. Term-based licensed software is deployed on the customers’ own servers and has significant standalone functionality.
Service revenue includes revenue from shipping and handling services, engineering consulting and pile testing services, our subscription-based enterprise licensing model and maintenance and support services in connection with the term-based software licenses. Our subscription-based enterprise licensing model typically has contract terms ranging from to
We recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services by following a five-step process: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the Company satisfies a performance obligation, as further described below.
Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. In assessing the recognition of revenue, we also evaluate whether two or more contracts should be combined and accounted for as one contract and if the combined or single contract should be accounted for as multiple performance obligations which could change the amount of revenue and profit (loss) recorded in a period. Change orders may include changes in specifications or design, manner of
11
performance, equipment, materials, scope of work, and/or the period of completion of the project. We analyze change orders to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract.
Contracts we enter into with our customers for sale of solar tracker systems are generally under two different types of arrangements: (1) purchase agreements and equipment supply contracts (“Purchase Agreements”), and (2) sale of individual parts for those systems.
Change orders from our customers that are deemed to be modifications to existing contracts are included in the total estimated contract revenue when it is probable that the change order will result in additional value that can be reliably estimated and realized.
Identify the performance obligations in the contract: We enter into contracts that can include various combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation since the majority of tasks and services are part of a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.
Our Purchase Agreements typically include two performance obligations: 1) our solar tracker systems or customized components of those systems, and 2) shipping and handling services. The deliverables included as part of our solar tracker systems are predominantly accounted for as one performance obligation, as these deliverables are part of a combined promise to deliver a project.
The revenue for shipping and handling services will be recognized over time based on progress in meeting shipping terms of the arrangements, as this faithfully depicts the Company’s performance in transferring control. Revenue for stand-alone engineering consulting and pile testing services is recognized at a point in time upon completion of the services performed.
Sales of individual parts of our solar tracker systems for certain specific transactions include multiple performance obligations consisting of individual parts of those systems. Revenue is recognized for parts sales at a point in time when the obligations under the terms of the contract with our customer are satisfied. Generally, this occurs with the transfer of control of the asset, which is in line with shipping terms.
Determine the transaction price: The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring services to the customer. Such amounts are typically stated in the customer contract, and to the extent that we identify variable consideration, we will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Other than with respect to the impact of changes in tariff rates, the majority of our contracts do not contain variable consideration provisions as a continuation of the original contract. None of our contracts contain a significant financing component. Taxes collected from customers and remitted to governmental authorities are not included in revenue.
Allocate the transaction price to performance obligations in the contract: Once we have determined the transaction price, we allocate the total transaction price to each performance obligation in a manner depicting the amount of consideration to which we expect to be entitled in exchange for transferring the good(s) or service(s) to the customer. We allocate the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis.
We use the expected cost-plus margin approach based on hardware, labor, and related overhead cost to estimate the standalone selling price of our solar tracker systems, customized components of those systems, and individual parts for certain specific transactions. We also use the expected cost-plus margin approach based on expected third-party shipping and transportation costs to estimate the standalone selling price of our shipping, handling and logistics performance obligations. We use the adjusted market assessment approach for all other performance obligations.
Recognize revenue when or as the Company satisfies a performance obligation: For each performance obligation identified, we determine at contract inception whether we satisfy the performance obligation over time or at a point in time. The performance obligations in the contracts for our solar tracker systems and customized components of those systems are satisfied over time as work progresses, utilizing an input measure of progress determined by cost-to-cost measures on these projects as this faithfully depicts our performance in transferring control. Additionally, our performance does not create an asset with an alternative use, due to the highly customized nature of the product, and we have an enforceable right to payment for performance completed to date. Our performance obligations for individual part sales for certain specific transactions are recognized at a point in time as and when control transfers based on the terms for the contract. Our performance obligations for engineering consulting and pile testing services are recognized at a point in time upon completion of the
12
services. Our performance obligations for term-based software licenses are recognized at a point in time as and when control transfers, either upon delivery to the customer or the software license start date, whichever is later. Our performance obligations for shipping and handling services are satisfied over time as the services are delivered over the term of the contract. We recognize revenue for subscription and other services on a straight-line basis over the contract period. With regard to support revenue, a time-elapsed method is used to measure progress because we transfer control evenly over the contractual period. Accordingly, the fixed consideration related to support revenue is generally recognized on a straight-line basis over the contract term.
Impact of changes in tariffs on our revenue recognition: In cases where our existing contracts have legally enforceable terms that allow us to pass the increased cost of tariffs to our customers automatically, any change in the transaction price will be accounted for as a change in our estimate of variable consideration and allocated to our performance obligations on the same basis as our initial allocation at contract inception. Where price changes resulting from tariffs need to be separately negotiated and agreed to with our customers, we will apply contract modification guidance once the modification is enforceable. We will also take into account tariff rates in effect at each period end in measuring our progress toward satisfaction of our performance obligations in recognizing revenue.
Contract assets and liabilities: The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables for revenue recognized in excess of billings, and deferred revenue in the Condensed Consolidated Balance Sheets. We have elected to use the practical expedient of expensing incremental costs of obtaining a contract for our contracts of less than one year in duration. We may receive advances or deposits from our customers before revenue is recognized, resulting in contract liabilities, which are reflected as “deferred revenue” in our Condensed Consolidated Balance Sheets. Customer deposits are short term as the related performance obligations are typically fulfilled within 12 months. Changes in deferred revenue relate to fluctuations in the timing of customer deposits and completion of performance obligations. Revenue recognized during the three months ended March 31, 2026, from amounts included in deferred revenue at December 31, 2025, totaled $
Cost of revenue consists primarily of costs related to raw materials, equipment manufacturing activities, net of incentives earned, freight and delivery, tariffs, product warranty, remediation and personnel costs (salaries, bonuses, benefits, and stock-based compensation). Personnel costs in cost of revenue include both direct labor costs, as well as costs attributable to any individuals whose activities relate to the procurement, installment and delivery of the finished product and services. Cost of revenue owed but not yet paid is recorded as accrued cost of revenue in the accompanying Condensed Consolidated Balance Sheets. Deferred cost of revenue, a component of our prepaid and other current assets, results from the timing differences between the costs incurred in advance of the satisfaction of all revenue recognition criteria consistent with our revenue recognition policy.
Inflation Reduction Act of 2022 (“IRA”)
The IRA was enacted into law on August 16, 2022, and provides for various clean energy credits, including an Advanced Manufacturing Production Credit under Section 45X (“45X Credit”) for eligible parts, including torque tubes and structural fasteners. We receive the benefit of the 45X Credits earned by our wholly owned subsidiary Alpha Steel as products are manufactured. Utilizing guidance in IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, we recognize the benefits of these reductions as they are earned during the manufacturing process and reflect them as other receivables, as we frequently monetize the amounts due, and as a reduction in our cost of revenue.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act, which accelerates the phase-outs and terminations of various eligible federal tax credits enacted as part of the IRA.
Accounting standards adopted in current period
Effective January 1, 2026, we adopted on a prospective basis Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326). In connection with the adoption of this new standard, we elected to utilize the practical expedient to assume that current conditions as of the balance sheet date will persist through a reasonable and supportable forecast period when adjusting historical data to be used in the estimation of credit losses. There was no material impact on the Company's financial condition or results of operations upon adoption.
13
Recent accounting pronouncements not yet adopted
In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires companies to disclose (i) additional categories of information about federal, state and foreign income taxes above a quantitative threshold in their rate reconciliation table and (ii) income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods, as well as other disclosure changes. As an emerging growth company, we are not required to adopt ASU 2023-09 prior to our annual reporting for the year ending December 31, 2026, although earlier adoption is permitted. We are currently evaluating the impact of ASU 2023-09 on our existing income tax disclosures and the method of adoption.
In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04). ASU 2024-03 requires companies to disclose additional specific information including, among other things, (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each of its expense captions disclosed on the face of its results of operations statement, as well as total selling expenses. As clarified in ASU 2025-01, we are currently required to adopt ASU 2024-03 for our annual reporting effective December 31, 2027 and in our quarterly reporting beginning in 2028.
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). This new guidance applies to all entities that issue share-based consideration to a customer that is within the scope of Topic 606. The guidance revises the definition of a performance condition to include conditions based on a customer's purchases and eliminates the policy election allowing grantors to account for forfeitures of customer awards as they occur. It also clarifies that the guidance on constraining estimates of variable consideration does not apply to share-based consideration payable to a customer. We are currently required to adopt this new standard on either a modified retrospective or a retrospective basis beginning in the first quarter of 2027. We are evaluating the impact, if any, on the Company upon adoption and have made no determination at this time regarding the method of adoption to be used.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) ("ASU 2025-10"). This new guidance establishes the accounting for a government grant received by a business entity, including guidance for (i) a grant related to an asset and (ii) a grant related to income. The standard is effective for public business entities for annual reporting periods beginning after December 15, 2028 and, for other than public business entities, for annual reporting periods beginning after December 15, 2029. We are currently evaluating this standard in relation to our current accounting treatment of 45X Credits described above and are assessing the available transition methods for adopting this new standard.
Other standards that have been issued but not yet adopted as of March 31, 2026, are either not applicable to us or are not expected to have any material impact upon adoption.
3. Accounts receivable, net
Accounts receivable consisted of the following:
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Trade receivables |
|
$ |
|
|
$ |
|
||
Revenue recognized in excess of billings |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
Accounts receivable, net |
|
$ |
|
|
$ |
|
||
Other receivables at March 31, 2026 and December 31, 2025 primarily relate to 45X Credits earned in connection with manufacturing activity by our wholly owned subsidiary, Alpha Steel.
Approximately $
14
and have taken into consideration what we ultimately expect to recover in our estimate of the allowance for credit losses. Actual results could differ from our estimates.
Activity in the allowance for credit losses during the three months ended March 31, 2026 and 2025 was as follows:
|
|
Three months ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Amounts charged (credited) to earnings during the period |
|
|
|
|
|
( |
) |
|
Balance at end of period |
|
$ |
|
|
$ |
|
||
4. Inventories
Inventories consisted of the following:
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Allowance for slow-moving and obsolete inventory |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
||
Activity in the allowance for slow-moving and obsolete inventory during the three months ended March 31, 2026 and 2025 was as follows:
|
|
Three months ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Additions charged to earnings |
|
|
|
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
|
||
5. Prepaid and other current assets
Prepaid and other current assets consisted of the following:
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Vendor deposits |
|
$ |
|
|
$ |
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Prepaid taxes |
|
|
|
|
|
|
||
Deferred cost of revenue |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
At March 31, 2026 and December 31, 2025, other current assets included $
6. Leases
We lease office and warehouse space in various locations, including in the United States, India and Australia. Additionally, we lease space for an applications laboratory in Austin, Texas and research and development facilities in both Seguin, Texas and India. We also sub-lease the Alpha Steel facility. Apart from Alpha Steel, the remainder of our manufacturing is outsourced to contract manufacturing partners, and we currently do not own or lease any of those outsourced manufacturing facilities.
15
Our expense for our operating leases consisted of the following:
|
|
Three months ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Operating lease cost |
|
$ |
|
|
$ |
|
||
Short-term lease cost |
|
|
|
|
|
|
||
Total lease cost |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Reported in: |
|
|
|
|
|
|
||
Cost of revenue |
|
$ |
|
|
$ |
|
||
Research and development |
|
|
|
|
|
|
||
Selling and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Total lease cost |
|
$ |
|
|
$ |
|
||
Future remaining operating lease payment obligations were as follows:
(in thousands) |
|
March 31, |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Total lease payments |
|
|
|
|
Less: imputed interest |
|
|
( |
) |
Present value of operating lease liabilities |
|
$ |
|
|
|
|
|
|
|
Current portion of operating lease liability |
|
$ |
|
|
Operating lease liability, net of current portion |
|
|
|
|
Present value of operating lease liabilities |
|
$ |
|
|
7. Property and equipment, net
Property and equipment consisted of the following:
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Leasehold improvements |
|
$ |
|
|
$ |
|
||
Plant and field equipment |
|
|
|
|
|
|
||
Information technology equipment |
|
|
|
|
|
|
||
Tooling |
|
|
|
|
|
|
||
Capitalized software |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three months ended March 31, 2026 and 2025, totaled $
16
8. Goodwill
During the three months ended March 31, 2026 and 2025, activity in our goodwill balance was as follows:
|
|
|
|
Three months ended March 31, |
|
|||||
(in thousands) |
|
|
|
2026 |
|
|
2025 |
|
||
Balance at beginning of period |
|
|
|
$ |
|
|
$ |
|
||
Translation |
|
|
|
|
|
|
|
|
||
Balance at end of period |
|
|
|
$ |
|
|
$ |
|
||
9. Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following:
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Accrued cost of revenue |
|
$ |
|
|
$ |
|
||
Accrued compensation |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
Total accrued expenses |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Warranty reserves |
|
$ |
|
|
$ |
|
||
Current portion of operating lease |
|
|
|
|
|
|
||
Non-federal tax collections, net of obligations |
|
|
( |
) |
|
|
( |
) |
Total other current liabilities |
|
$ |
|
|
$ |
|
||
Other accrued expenses primarily include amounts due for (i) legal costs associated with outstanding corporate or legal matters and (ii) other professional services.
Activity by period in the Company's warranty accruals was as follows:
|
|
Three months ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Warranties issued and remediation added during the period |
|
|
|
|
|
|
||
Settlements made during the period |
|
|
( |
) |
|
|
( |
) |
Changes in liability for pre-existing warranties |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
As of |
|
|||||
|
|
March 31, 2026 |
|
|
March 31, 2025 |
|
||
Warranty accruals are reported in: |
|
|
|
|
|
|
||
Other current liabilities |
|
$ |
|
|
$ |
|
||
Other non-current liabilities |
|
|
|
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
|
||
10. Income taxes
For the three months ended March 31, 2026 and 2025, we recorded income tax expense of $
17
We have had
11. Debt
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Acquisition notes |
|
$ |
|
|
$ |
|
||
Principal amount of term loans |
|
|
|
|
|
|
||
Accrued exit fee |
|
|
|
|
|
|
||
Less: discount and deferred loan costs |
|
|
( |
) |
|
|
( |
) |
Total debt, net |
|
|
|
|
|
|
||
Less: short-term debt |
|
|
( |
) |
|
|
( |
) |
Long-term debt, net |
|
$ |
|
|
$ |
|
||
Acquisition Notes
In connection with our acquisition of
Credit Agreement and New Warrants
We entered into a Credit Agreement, effective July 2, 2025 (the "Original Credit Agreement:"), with various lenders (the "Lenders") and Acquiom Agency Services LLC, as Administrative Agent. On November 1, 2025 we entered into a First Amendment to Credit Agreement to amend certain of the financial covenants applicable to us and in connection with our agreement to acquire
The Credit Agreement provides for a senior secured term facility of up to $
Upon entering into the Credit Agreement, we also issued warrants (the "New Warrants") to the Lenders for an aggregate
In the event of a change of control of the Company, a holder of the New Warrants may, at its option, elect to exercise its New Warrants or exercise a repurchase option that requires the Company to repurchase its New Warrants upon the consummation of the change of control
18
for a cash amount equal to the Black Scholes Value (as defined in the New Warrants). Additionally, the New Warrants provide each holder with a pro rata purchase right (based on the total number of shares of common stock held by a holder and the number of shares issuable upon exercise of the New Warrants) in the event the Company issues any equity securities, convertible securities or rights, options or warrants to purchase equity securities, subject to customary exceptions and conditions. The New Warrants include other customary terms and provisions, including adjustment provisions relating to stock splits, stock dividends, reclassifications and other recapitalization events.
Key terms
The Term Loans bear interest at
In addition to the required principal payments under the Second Amendment, the Credit Agreement also provides for the mandatory prepayment of the indebtedness and other obligations outstanding under the Credit Agreement and other applicable loan documents upon the occurrence of certain events (including in connection with a change in control of the Company) and upon acceleration following an Event of Default (an "Exit Fee Event"). If an Exit Fee Event occurs, the Company shall pay an exit fee (the "Exit Fee") equal to (x) the aggregate amount of all Term Loans extended by the Lenders under the Credit Agreement, multiplied by (y) the Exit Fee Percentage, minus (z) the amount of interest paid in cash by the Company prior to the Exit Fee Event, where the "Exit Fee Percentage" equals
As a result of the principal payments required in 2026 under the terms of the Second Amendment, we now estimate an Exit Fee of approximately $
The Credit Agreement includes customary repayment and prepayment terms, affirmative and negative covenants and representations and warranties, including restrictions on payment of dividends and other covenants.
The Company and certain of its subsidiaries from time-to-time party thereto guarantee the obligations under the Credit Agreement and other Loan Documents. In addition, such obligations are secured by a first priority lien on substantially all tangible and intangible property of the Company and the guarantors and pledges of the equity of certain Company subsidiaries, in each case subject to certain exceptions, limitations and exclusions for the collateral.
Financial covenants
As amended by the Second Amendment, the Credit Agreement includes the following covenants.
19
Additionally, the Company’s direct tracker margin must exceed certain thresholds for each fiscal quarter, beginning with the fiscal quarter ended March 31, 2026, and the financial covenants also include a requirement that the amounts due to the Company under new purchase orders must meet certain thresholds beginning with the fiscal quarter ending March 31, 2027.
At March 31, 2026, the Company was in compliance with all applicable financial covenants under the Credit Agreement.
Senior Notes and Original Warrants
On December 4, 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor as the purchaser under the Purchase Agreement (the “Investor”). Pursuant to the Purchase Agreement, we sold, and the Investor purchased, $
Pursuant to the terms of the Senior Notes, we elected to increase the outstanding principal amount of the Senior Notes by an amount of interest at a rate of
The Original Warrants issued in the Offering were exercised on June 30, 2025 at an exercise price of $
Changes in the number and value of our Original and New Warrants were as follows:
|
|
Three months ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Number of warrants |
|
|
Value ($000's) |
|
|
Number of warrants |
|
|
Value ($000's) |
|
||||
Beginning balance |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Change in fair value of warrant liability |
|
N/A |
|
|
|
( |
) |
|
N/A |
|
|
|
( |
) |
||
Ending balance |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Amendment to the Purchase Agreement and Senior Notes
In connection with the Credit Agreement, the Investor entered into a Subordination Agreement, dated July 2, 2025 (the “Subordination Agreement”). Pursuant to the Subordination Agreement, the Investor agreed to the subordination of all indebtedness owed by the Company to the Investor, including under the Senior Notes issued by the Company to the Investor on December 4, 2024, to the indebtedness and obligations owed under the Credit Agreement and the other applicable loan documents.
Also,
20
Interest
Total interest expense recognized during the three months ended March 31, 2026 and 2025, was $
12. Commitments and contingencies
We may become involved in various claims, lawsuits, investigations, and other proceedings arising in the normal course of business. We accrue a liability when information available prior to the issuance of our Condensed Consolidated Financial Statements indicates it is probable that a loss has been incurred as of the date of the Condensed Consolidated Financial Statements, and the amount of loss can be reasonably estimated. If the reasonable estimate of the probable loss is a range, we record an accrual for the most likely estimate of the loss, or the low end of the range if there is no one best estimate. We adjust our accruals to reflect the impact of negotiation, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred.
United States Customs and Border Protection assessment
In March of 2023, United States Customs and Border Protection ("CBP") issued notices of tariff assessment that indicated an action taken at the Import Specialist (i.e., the port) level with respect to merchandise imported from Thailand under entry number 004-1058562-5 (the “625 Assessment”) and entry number 004-1063793-9 (the “Original 939 Assessment”, and collectively with the 625 Assessment, the “Original CBP Assessments”). The Original CBP Assessments related to certain torque beams that are used in our Voyager+ product that were imported in 2022. In the Original CBP Assessments, CBP asserted that Section 301 China tariffs, Section 232 steel and aluminum tariffs, and antidumping and countervailing duties applied to the merchandise. Based on correspondence received to date from CBP, including a recent partial acceptance by CBP of our protest on the 625 Assessment as described below, and our calculations based on applicable duty and tariff rates, the 625 Assessment is currently estimated at approximately $
CBP has legally finalized both Revised CBP Assessments. We filed a formal protest for the 625 Assessment in September of 2023 and for the Revised 939 Assessment in March of 2024. On February 11, 2026, CBP partially approved our protest of the 625 Assessment, which reduced our estimated exposure down to $
Customer litigation
On June 11, 2025, FTC Solar, Inc. filed a lawsuit against BayWa r.e. Power Solutions, Inc. ("BayWa") in the United States District Court for the Western District of Texas (Civil Action No. 25-cv-00905-DAE). The complaint alleges breach of contract arising from BayWa’s purported cancellation of a large equipment supply agreement and purchase order for custom solar tracking systems intended for a Texas-based solar energy project. The parties engaged in a formal dispute resolution process, including pre-suit mediation without success. On August 25, 2025, BayWa filed an answer to FTC's complaint and asserted certain counterclaims against FTC. On September 15, 2025, FTC filed a response to BayWa's counterclaims. The parties are now engaged in discovery. While FTC believes it has meritorious claims and intends to vigorously pursue recovery, the outcome of litigation is inherently uncertain, and it is unclear at this time whether FTC or BayWa will recover the amounts sought in their respective claims or whether the outcome would materially affect FTC's financial condition or results of operations.
21
13. ATM program
On May 16, 2025, we filed an amendment to replace an existing Form S-3 shelf registration statement relating to (a) the issuance and sale from time to time in one or more transactions, of up to $
On May 1, 2025, we entered into the Sale Agreement with H.C. Wainwright & Co. LLC relating to the sale from time to time of shares of our common stock in accordance with the terms of the Sale Agreement having an aggregate offering price that does not exceed the number or dollar amount of shares of common stock that we may register from time to time for the ATM program, or approximately $
Sales of newly issued shares of our common stock under the ATM program were as follows:
|
|
Three months ended March 31, 2026 |
|
|
Three months ended March 31, 2025 |
|
||||||||||
|
|
Number of shares |
|
|
Amount ($000's) |
|
|
Number of shares |
|
|
Amount ($000's) |
|
||||
Sales of newly issued shares of common stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Less: fees incurred |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Total |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
We utilize the net proceeds from offerings under the ATM program for general corporate purposes, including working capital and operating expenses. We may also use a portion of such proceeds to acquire or invest in businesses, products, services or technologies. There can be no assurance regarding the price at which we will be able to sell such shares in the future, whether under the ATM program or other securities offerings, and any sales of our common stock under the ATM program or other securities offerings may be at prices that result in additional dilution to our existing stockholders.
At March 31, 2026, approximately $
14. Stock-based compensation
Stock-based compensation expense for each period was as follows:
|
|
Three months ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Cost of revenue |
|
$ |
|
|
$ |
|
||
Research and development |
|
|
|
|
|
|
||
Selling and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
( |
) |
|
Total stock compensation expense |
|
$ |
|
|
$ |
|
||
15. Related party transactions
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the Selling Members of Alpha Steel pursuant to which we agreed to acquire all of their membership interests, effective November 12, 2025. Prior to November 12, 2025, we held a
As of March 31, 2026 and December 31, 2025, Alpha Steel was consolidated into our financial results as a wholly owned subsidiary and all intercompany balances as of those dates had been eliminated in consolidation, including Alpha Steel's intercompany results of operations for the three months ended March 31, 2026 and the period from November 13, 2025 to December 31, 2025.
22
During the three months ended March 31, 2025, we received invoices from Alpha Steel for purchases totaling $
16. Net income (loss) per share
|
|
Three months ended March 31, |
|
|||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Net income (loss) for basic calculation |
|
$ |
|
|
$ |
( |
) |
|
Less: decrease in fair value of warrants |
|
|
( |
) |
|
|
( |
) |
Net loss for diluted calculation |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Weighted average shares outstanding for calculating basic income (loss) per share |
|
|
|
|
|
|
||
Add: Assumed exercise of warrants |
|
|
|
|
|
|
||
Weighted average shares outstanding for calculating diluted loss per share |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Basic income (loss) per share |
|
$ |
|
|
$ |
( |
) |
|
Diluted loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
For purposes of computing diluted loss per share, weighted average common shares outstanding do not include potentially dilutive securities that are anti-dilutive, as shown below.
|
|
For the three months ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Anti-dilutive securities excluded from calculating dilutive loss per share: |
|
|
|
|
|
|
||
Shares of common stock issuable under stock option plans outstanding |
|
|
|
|
|
|
||
Shares of common stock issuable upon vesting of RSUs |
|
|
|
|
|
|
||
Potential common shares excluded from diluted net loss per share calculation |
|
|
|
|
|
|
||
17. Segment information
We currently operate in
We report our revenue based on the products and services we provide. Product revenue is derived from the sale of solar tracker systems and customized components for those systems, individual part sales for certain specific transactions and the sale of term-based software licenses. Service revenue includes revenue from shipping and handling services, engineering consulting and pile testing services, our subscription-based enterprise licensing model and maintenance and support services in connection with the term-based software licenses.
23
Based on certain significant period cost information regularly provided to our Chief Operating Decision Maker, following is a reconciliation of such costs to our consolidated net income (loss) for the three months ended March 31, 2026 and 2025:
|
|
Three months ended March 31, |
|
|||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Revenue: |
|
|
|
|
|
|
||
Product |
|
$ |
|
|
$ |
|
||
Service |
|
|
|
|
|
|
||
Total revenue |
|
|
|
|
|
|
||
Cost of revenue |
|
|
|
|
|
|
||
Product |
|
|
|
|
|
|
||
Service |
|
|
|
|
|
|
||
Total cost of revenue |
|
|
|
|
|
|
||
Gross loss |
|
|
( |
) |
|
|
( |
) |
Less: significant segment period costs: |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
( |
) |
|
|
( |
) |
Personnel costs (excluding stock-based compensation) |
|
|
( |
) |
|
|
( |
) |
Credit loss provisions |
|
|
( |
) |
|
|
|
|
Other segment expenses(1) |
|
|
( |
) |
|
|
( |
) |
Interest expense |
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
||
Gain from disposal of investment in unconsolidated subsidiary |
|
|
|
|
|
|
||
Gain from change in fair value of warrant liability |
|
|
|
|
|
|
||
Other income, net |
|
|
|
|
|
|
||
Loss from unconsolidated subsidiary |
|
|
|
|
|
( |
) |
|
Provision for income taxes |
|
|
( |
) |
|
|
( |
) |
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Supplemental information: |
|
|
|
|
|
|
||
Indirect personnel costs (excluding stock-based compensation) in cost of revenue |
|
$ |
|
|
$ |
|
||
Total depreciation and amortization expense |
|
$ |
|
|
$ |
|
||
Capital expenditures |
|
$ |
|
|
$ |
|
||
Total assets at period end |
|
$ |
|
|
$ |
|
||
(1) |
Other segment expenses include research and development material and lab expenditures, professional services, marketing, employee travel, facility, insurance, depreciation and amortization and certain other period costs. |
18. Subsequent events
Effective April 29, 2026, our Board of Directors ("Board") appointed Anthony Carroll as the Company's new President and Chief Executive Officer, replacing Yann Brandt. Mr. Carroll has served on our Board since December 15, 2025, and will continue to be a member of the Board. Mr. Carroll previously served as Chief Executive Officer until April 2026 of Veev, a wholly-owned subsidiary of Lennar focused on efficient and sustainable homebuilding.
Mr. Brandt also departed as a member of our Board, effective April 29, 2026.
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes included in Item 1 of this Form 10-Q and along with information included in our 2025 Annual Report. In addition to historical financial information, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in Part I, Item 1A. "Risk Factors" included in our 2025 Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period.
This discussion and analysis of our financial condition and results of operations contain the presentation of Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS, which are not presented in accordance with U.S. GAAP. Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are being presented because they provide the Company and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to be substitutes for any U.S. GAAP financial information. Readers of this Form 10-Q should use Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS only in conjunction with Net Loss and Net Loss per Share, the most comparable U.S. GAAP financial measures. Reconciliations of Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to Net Loss and Net Loss per Share, the most comparable U.S. GAAP measures, are provided in "Non-GAAP Financial Measures" below.
Overview
FTC Solar, Inc. (the “Company”, “we”, “our”, or “us”) was founded in 2017 and is incorporated in the state of Delaware. In April 2021, we completed an initial public offering ("IPO"), and our common stock currently trades on the Nasdaq Capital Market ("Nasdaq") under the symbol “FTCI”.
We are a global provider of solar tracker systems, supported by proprietary software and value-added engineering services. Solar tracker systems move solar panels throughout the day to maintain an optimal orientation relative to the sun, thereby increasing the amount of solar energy produced at a solar installation. Our one module-in-portrait ("1P") solar tracker system is marketed under the Pioneer brand name ("Pioneer"), and our original two modules-in-portrait ("2P") solar tracker system is marketed under the Voyager brand name (“Voyager”). We also have a mounting solution to support the installation and use of U.S.-manufactured thin-film modules. Our primary software offerings include SUNPATH, which helps customers optimize solar tracking for increased energy production, and our SUNOPS real-time operations management platform. In addition, we have a team of renewable energy professionals available to assist our U.S. and worldwide clients in site layout, structural design, pile testing and other needs across the solar project development and construction cycle. Our products and services provide tracker solutions for large utility-scale solar and distributed generation projects around the world. Our customers are primarily engineering, procurement and construction companies ("EPCs") and we also contract with developers and owners. The Company is headquartered in Austin, Texas, and has international subsidiaries in Australia, China, India, South Africa and Spain.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act. Under the JOBS Act, we elected to use the allowed extended transition period to delay adopting new or revised accounting standards until such time as those standards apply to private companies.
Key Factors Affecting Our Performance
Project Timing. Our level of manufacturing and logistics activity, and thus our revenue, can be significantly impacted by delays or changes in the expected timing of customer project development activity. In recent periods our customers have encountered delays in beginning or continuing project development caused by interconnection issues, including permit delays, equipment shortages, obtaining project financing at acceptable levels and addressing uncertainty in changes in government regulations, as described further below. Due to our limited number of large customers, such delays in project development activity can have a material impact on our quarterly and annual consolidated financial results.
Government Regulations. Changes in the U.S. trade environment, including the imposition of import tariffs, antidumping and countervailing duties ("AD/CVD") investigations and the Uyghur Forced Labor Prevention Act ("UFLPA"), which became effective in June 2022, can have an impact on the timing of developer projects. The UFLPA resulted in new rules for module importers and reviews by
25
CBP. There continues to be challenges in achieving full compliance with UFLPA, whether related to sufficient traceability of materials or other factors. Escalating trade tensions, particularly between the United States and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain raw materials and components for our products. We have taken measures with the intention of mitigating the effect of tariffs and the impact of AD/CVD and UFLPA on our business by reducing our reliance on China and enhancing our U.S.-based supply chain, including through our acquisition of Alpha Steel.
In 2019, 90% of our supply chain was sourced from China. As of March 31, 2026, we have qualified suppliers outside of China for certain of our commodities and we continue to work to have second-source capability for all Chinese-manufactured components to help reduce the extent to which our supply chain for U.S.-based projects is subject to existing tariffs and to be able to quickly address potential future regulatory and governmental policy changes. We have entered into partnerships with manufacturers based in the United States, India, South Africa, Spain, Turkey, Thailand and Vietnam to diversify our supply chain and optimize costs.
On June 6, 2022, President Biden issued an Executive Order allowing U.S. solar deployers to import solar modules and cells from Cambodia, Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy technologies. This moratorium ended in June 2024. The U.S. International Trade Administration and the U.S. International Trade Commission completed a sunset review in October 2024 and decided to continue existing AD/CVD orders on CSPV cells/modules from China resulting in longstanding China tariffs remaining in force. In April 2025, the U.S. Department of Commerce issued final determinations concluding that producers and exporters in Cambodia, Malaysia, Thailand and Vietnam were dumping and/or receiving countervailing subsidies resulting in high tariff rates now applying to many Chinese-owned manufacturers operating in these countries. In addition, in August 2025, the U.S. International Trade Commission issued an affirmative preliminary injury determination on imports of CSPV cells and modules from Laos, Indonesia and India. The U.S. Department of Commerce is currently assessing whether the imports at issue are being dumped or unfairly subsidized.
On April 5, 2025, the United States imposed a universal 10% "reciprocal" tariff on most imports into the United States, excluding certain products and certain qualifying imports from Canada and Mexico. Throughout 2025, tariff rates continued to change and fluctuate as negotiations continued between the United States and various countries. As an example, the United States increased the reciprocal tariff rate on China from 10% to 125%, in addition to other tariffs of 20% imposed on China earlier in 2025 and the Section 301 tariffs imposed on many Chinese-origin products during the first Trump Administration, and China imposed a retaliatory 125% tariff on goods imported from the United States in response. In May 2025, the U.S. and China agreed to a 90-day rollback whereby the United States cut the Chinese levies from 145% to 30% and China lowered the duties on U.S. goods from 125% to 10%, effective May 14, 2025. This rollback period was subsequently extended through November 10, 2026. New reciprocal tariffs were also announced on selected countries that were well above the universal 10% tariff rate. On February 20, 2026, the U.S. Supreme Court rejected the Trump Administration's use of the International Emergency Economic Powers Act as a basis for the imposition of tariffs and, as a result of that ruling, on March 6, 2026, CBP outlined plans to establish a system for tariff refunds in 45 days following an order on March 4, 2026, by the Court of International Trade for CBP to progress with a tariff refund process. Following the ruling by the U.S. Supreme Court, the Trump Administration announced it would utilize authority under Section 122 of the Trade Act of 1974 to implement tariffs of up to 15% for a limited period of time without U.S. Congressional approval and may ultimately replace such tariffs with longer-lasting authority under Section 301 of the Trade Act. As of the filing of this Quarterly Report, matters involving tariffs continue to evolve and change. Depending on the terms of our existing contracts with customers, we may not in all cases be able to fully recover the increased cost for delivery of tracker systems currently being manufactured for our customers by our international vendors due to higher tariffs currently in place or that may be imposed in the future, which has and may continue to impact our expected profitability under certain contracts. Imposition of new or higher tariffs could also adversely affect the amount or timing of our future revenue, results of operations or cash flows.
The most notable incentive program impacting our U.S. business has historically been the ITC for solar energy projects, which allows taxpayers to offset their U.S. federal income tax liability by a certain percentage of their cost basis in solar energy systems placed in service for commercial use, subject to compliance with applicable prevailing wage and apprenticeship requirements. The Inflation Reduction Act of 2022 ("IRA"), passed by the U.S. Congress and signed into law by then-President Biden on August 16, 2022, expanded and extended the tax credits and other tax benefits available to solar energy projects and the solar energy supply chain. U.S. manufacturers of specific solar components also became eligible to claim production tax credits under Section 45X of the Internal Revenue Code of 1986, as amended, which was established as part of the IRA and is a per-unit tax credit earned for each clean energy component manufactured domestically and sold by a manufacturer. Our acquisition of Alpha Steel allows us to continue for a longer period of time to obtain benefits of lower product costs as a result of the production tax credit program.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act, which accelerates the phase-outs and terminations of various eligible federal tax credits enacted as part of the IRA.
26
The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, as well as corporate commitments to the use of renewable energy and solar energy specifically, could reduce demand for solar energy systems and harm our business, financial condition and results of operations.
Disruptions in Transportation and Supply Chain. Our costs are affected by the costs of certain components and materials, such as steel, motors and micro-chips, as well as transportation costs. Capacity constraints, particularly with regard to U.S. manufactured steel output, current market conditions, extreme adverse weather events and international conflicts may constrain the supply of materials and disrupt the flow of materials from international vendors, which could impact the cost of our products and services, along with overall rates of inflation in the global economy. For example, the war with Iran has led to recent increases in the price of oil which can affect transportation costs we are required to pay for delivery of materials to our customers that we may not be able to recover under the terms of our contracts. While inflation rates and certain costs have moderated recently, the overall level of various other costs, including fuel costs, continues to be elevated. Although we don't believe inflation has had a material impact on our results as presented in this report, such cost increases and decreases could impact our future operating margins, if material.
We have taken steps to expand and diversify our manufacturing partnerships and have adjusted our modes of transportation to mitigate the impact of headwinds that might arise in the global supply chain and logistics markets. We continue to monitor the logistics markets and will continue to evaluate our use of various modes of transportation when warranted to optimize our transportation costs. We also intend to maintain our focus on our design-to-value initiative to continue to improve margins by reducing the manufacturing and material costs of our products.
Megawatts ("MW") Produced and MW Shipped and Average Selling Price ("ASP"). The primary operating metrics we use to evaluate our sales performance and to track market acceptance of our products are the change in quantity of MW produced and MW shipped from period to period. MW are measured for each individual project and are calculated based on the expected output of that project once installed and fully operational. We also utilize metrics related to price and cost of goods sold per watt, including the change in ASP from period to period and cost per watt. ASP is calculated by dividing product and service revenue by total watts produced or shipped and product and service cost per watt is calculated by dividing product or service costs of revenue by total watts produced or shipped. These metrics enable us to evaluate trends in pricing, manufacturing and logistics costs and profitability. Events such as the COVID-19 pandemic, global inflation rates, high interest rates and international conflicts have in the past impacted and may continue to impact the U.S. economy, global supply chains, and our business. These impacts can cause significant project development and shipping delays and cost increases, as well as offsetting ASP increases, and also raise the price of inputs like steel and logistics, affecting our cost per watt. Competitive tracker pricing pressures can also impact our ASP, and thus our profitability, by limiting our ability to raise prices to offset cost increases.
Investment in Technology and Personnel. We invest in both the people and technology behind our products. We intend to continue making investments in the technology for our products and expansion of our patent portfolio to attract and retain customers, expand the capabilities and scope of our products, and enhance user experience. As an example, during 2025, we (i) introduced a dual row configuration for our 1P Pioneer tracker for improved slope tolerance and working with complex project landscapes, (ii) released our Pioneer+ High Wind tracker, which is engineered to withstand wind speeds up to 150 miles per hour, and (iii) launched an automated 80° high angle stow capability in our Pioneer trackers to provide improved protection in hail-prone regions.
In addition, we intend over time to make additional investments to attract and retain employees in key positions, including sales leads, engineers, software developers, quality assurance personnel, supply chain personnel, product management, and operations personnel, to help us drive further efficiencies across our marketplace and, in the case of sales leads, to continue to enhance and diversify our sales capabilities, including international expansion.
Impact of Climate Change. Climate change has primarily impacted our business operations by increasing demand for solar power generation and, as a result, for use of our products. The U.S. Energy Information Administration, in its January 2026 Short-Term Energy Outlook, estimates that solar generation will lead total electricity generation growth in 2026 and 2027, by increasing more than 20% each year, after increasing 33% in 2025.
While climate change has not resulted in any material negative impact to our operations to date, we recognize the risk of disruptions to our supply chain due to extreme weather events. This, among other things, has led us to expand the diversity of our supplier base and to partner with more local suppliers to reduce shipping and transportation needs. We are also increasingly partnering with larger scale steel producers rather than smaller suppliers to facilitate scaling of our operations while remaining conscious of the environmental impacts of steel manufacturing as the regulatory landscape around these high-emitting industries evolves. An example of this strategy is our acquisition of Alpha Steel.
27
We also attempt to mitigate the climate-related risks from the use of our products by designing our equipment and systems to have a high-slope tolerance and wind mitigation capabilities, while at the same time reducing the required foundation/pile count needed. This allows our trackers to be installed in increasingly hostile environments with minimal disturbance to the surrounding land.
Liquidity. See "Liquidity and Capital Resources" below for a discussion of the impact of the items above on our liquidity position.
Key Components of Our Results of Operations
The following discussion describes certain line items in our Condensed Consolidated Statements of Comprehensive Results of Operations.
Revenue
Revenue from the sale of our solar tracker systems and customized components of those systems is recognized over time, as work progresses, utilizing an input measure of progress determined by cost incurred to date relative to total expected cost on these projects to correlate with our performance in transferring control over the tracker systems and their components. Revenue from the sale of individual parts is recognized at a point in time as and when control transfers based on the terms of the contract. Revenue from sale of term-based software licenses is recognized upon transfer of control to the customer. Revenue for shipping and handling services is recognized over time based on progress in meeting shipping terms of the arrangements. Revenue for stand-alone engineering consulting and pile testing services is recognized at a point in time upon completion of the services performed. Subscription revenue, which is derived from our subscription-based enterprise licensing model, and support revenue, which is derived from ongoing security updates and maintenance, are generally recognized on a straight-line basis over the term of the contract.
Our customers include project developers, solar asset owners and EPCs that design and build solar energy projects. For each individual solar project, we enter into a contract with our customers covering the price, specifications, delivery dates and warranty for the products being purchased, among other things. Our contractual delivery period for our solar tracker systems and related parts can vary depending on the size of the project and availability of vessels and other means of delivery. Contracts can range in value from tens of thousands to tens of millions of dollars.
Our revenue is affected by changes in the volume and ASP of our solar tracking systems purchased by our customers and volume of sales of software products and engineering services, among other things. The ASP of our solar tracker systems and volume of sales is driven by the supply of, and demand for, our products, changes in product mix, geographic mix of our customers, strength of competitors’ product offerings, import tariffs and other import restrictions, supply chain issues and availability of government incentives to the end-users of our products. Additionally, our revenue may be impacted by seasonality due to cold weather, which can cause variability in site construction activity.
For the periods included in this Quarterly Report, no company locations other than in the United States accounted for more than 10% of our consolidated revenue. Our revenue growth is dependent on continued growth in the number of solar tracker projects and engineering services we win in competitive bidding processes and growth in our software sales each year, as well as our ability to increase our market share in each of the geographies in which we currently compete, expand our global footprint to new emerging markets, grow our production capabilities to meet demand and continue to develop and introduce new and innovative products that address the changing technology and performance requirements of our customers, among other things.
Cost of revenue and gross profit (loss)
In certain cases, we subcontract with third-party manufacturers to manufacture and deliver our products directly to our customers, although with our acquisition of Alpha Steel, we now have the ability to manufacture and deliver certain products to our domestic customers seeking U.S.-based content. Our product costs are affected by the underlying cost of raw materials procured by Alpha Steel and our other contract manufacturing partners, including steel and aluminum; component costs, including electric motors and gearboxes; technological innovation in manufacturing processes; and our ability to achieve economies of scale resulting in lower component costs. We do not currently hedge against changes in the price of raw materials, but we continue to explore opportunities to mitigate the risks of foreign currency and commodity fluctuations through the use of hedges and foreign exchange lines of credit. Some of these costs, primarily personnel, are not directly affected by sales volume.
During 2025, and for the three months ended March 31, 2026 and 2025, we added new employees in certain areas in response to current project activity levels. Certain of our headcount changes also reflect a shift of our employee base to more cost-effective markets
28
with exceptional talent. Our gross profit may vary period-to-period due to changes in our headcount, ASP, product costs, product versus service mix, customer mix, geographical mix, shipping methods, warranty costs and seasonality.
Operating expenses
Operating expenses consist of research and development expenses, selling and marketing expenses and general and administrative expenses. Personnel-related costs are the most significant component of our operating expenses and include salaries, benefits, bonuses, commissions and stock-based compensation expenses.
Our operating costs have been impacted by (i) changes in headcount as described above, (ii) our level of research activities to originate, develop and enhance our products, (iii) our sales and marketing efforts as we expand our outreach to existing customers and seek to identify new opportunities domestically and internationally, (iv) changes in our estimates of credit losses relating to certain specific customers, and (v) variations in legal and professional fees, compliance costs, insurance, facility costs and other costs associated with strategic changes in response to changing market conditions and other matters.
Results of Operations - Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
|
|
Three months ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
(in thousands, except percentages) |
|
Amounts |
|
|
Percentage of revenue |
|
|
Amounts |
|
|
Percentage of revenue |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
11,762 |
|
|
|
68.1 |
% |
|
$ |
18,202 |
|
|
|
87.5 |
% |
Service |
|
|
5,503 |
|
|
|
31.9 |
% |
|
|
2,601 |
|
|
|
12.5 |
% |
Total revenue |
|
|
17,265 |
|
|
|
100.0 |
% |
|
|
20,803 |
|
|
|
100.0 |
% |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
13,808 |
|
|
|
80.0 |
% |
|
|
20,111 |
|
|
|
96.7 |
% |
Service |
|
|
4,684 |
|
|
|
27.1 |
% |
|
|
4,139 |
|
|
|
19.9 |
% |
Total cost of revenue |
|
|
18,492 |
|
|
|
107.1 |
% |
|
|
24,250 |
|
|
|
116.6 |
% |
Gross loss |
|
|
(1,227 |
) |
|
|
(7.1 |
%) |
|
|
(3,447 |
) |
|
|
(16.6 |
%) |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
1,118 |
|
|
|
6.5 |
% |
|
|
924 |
|
|
|
4.4 |
% |
Selling and marketing |
|
|
1,715 |
|
|
|
9.9 |
% |
|
|
1,136 |
|
|
|
5.5 |
% |
General and administrative |
|
|
7,998 |
|
|
|
46.3 |
% |
|
|
5,053 |
|
|
|
24.3 |
% |
Total operating expenses |
|
|
10,831 |
|
|
|
62.7 |
% |
|
|
7,113 |
|
|
|
34.2 |
% |
Loss from operations |
|
|
(12,058 |
) |
|
|
(69.8 |
%) |
|
|
(10,560 |
) |
|
|
(50.8 |
%) |
Interest expense |
|
|
(3,896 |
) |
|
|
(22.6 |
%) |
|
|
(711 |
) |
|
|
(3.4 |
%) |
Interest income |
|
|
5 |
|
|
|
0.0 |
% |
|
|
6 |
|
|
|
0.0 |
% |
Gain from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
0.0 |
% |
|
|
3,204 |
|
|
|
15.4 |
% |
Gain from change in fair value of warrant liability |
|
|
48,742 |
|
|
|
282.3 |
% |
|
|
4,604 |
|
|
|
22.1 |
% |
Other income, net |
|
|
1 |
|
|
|
0.0 |
% |
|
|
4 |
|
|
|
0.0 |
% |
Loss from unconsolidated subsidiary |
|
|
— |
|
|
|
0.0 |
% |
|
|
(112 |
) |
|
|
(0.5 |
%) |
Income (loss) before income taxes |
|
|
32,794 |
|
|
|
189.9 |
% |
|
|
(3,565 |
) |
|
|
(17.1 |
%) |
Provision for income taxes |
|
|
(195 |
) |
|
|
(1.1 |
%) |
|
|
(254 |
) |
|
|
(1.2 |
%) |
Net income (loss) |
|
$ |
32,599 |
|
|
|
188.8 |
% |
|
$ |
(3,819 |
) |
|
|
(18.4 |
%) |
Revenue
We generate our revenue in two streams – Product revenue and Service revenue. Product revenue is derived from the sale of solar tracker systems and customized components for those systems, individual part sales for certain specific transactions and the sale of term-based software licenses. Service revenue includes revenue from shipping and handling services, engineering consulting and pile testing services, our subscription-based enterprise licensing model and maintenance and support services in connection with the term-based software licenses.
29
|
|
Three months ended March 31, |
|
|||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Product |
|
$ |
11,762 |
|
|
$ |
18,202 |
|
|
$ |
(6,440 |
) |
|
|
(35.4 |
)% |
Service |
|
|
5,503 |
|
|
|
2,601 |
|
|
|
2,902 |
|
|
|
111.6 |
% |
Total revenue |
|
$ |
17,265 |
|
|
$ |
20,803 |
|
|
$ |
(3,538 |
) |
|
|
(17.0 |
)% |
Product revenue
The decrease in product revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily due to a decrease of 52% in the amount of MW produced due mainly to project size and timing. This was partially offset by an increase of 34% in ASP for the three months ended March 31, 2026, resulting from project mix changes as compared to the three months ended March 31, 2025.
Service revenue
The increase in service revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily resulted from (i) an increase of 56% in logistics activity levels and (ii) an increase of 35% in ASP as compared to the three months ended March 31, 2025 as a result of project size and pricing.
Cost of revenue and gross profit (loss)
Cost of revenue consists primarily of costs related to raw materials, equipment manufacturing activities, net of incentives earned, freight and delivery, tariffs, product warranty, remediation and personnel costs (salaries, bonuses, benefits, and stock-based compensation). Personnel costs in cost of revenue include both direct labor costs, as well as costs attributable to any individuals whose activities relate to the procurement, installment and delivery of the finished product and services.
Gross loss may vary from period-to-period and is primarily affected by our ASP, product costs, timing of tracker production and delivery, customer mix, geographical mix, shipping method, logistics costs, warranty costs, indirect cost control efforts and seasonality.
|
|
Three months ended March 31, |
|
|||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Product |
|
$ |
13,808 |
|
|
$ |
20,111 |
|
|
$ |
(6,303 |
) |
|
|
(31.3 |
)% |
Service |
|
|
4,684 |
|
|
|
4,139 |
|
|
|
545 |
|
|
|
13.2 |
% |
Total cost of revenue |
|
$ |
18,492 |
|
|
$ |
24,250 |
|
|
$ |
(5,758 |
) |
|
|
(23.7 |
)% |
Gross loss |
|
$ |
(1,227 |
) |
|
$ |
(3,447 |
) |
|
$ |
2,220 |
|
|
|
64.4 |
% |
Gross loss percentage of revenue |
|
|
(7.1 |
%) |
|
|
(16.6 |
%) |
|
|
|
|
|
|
||
The decrease in cost of revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily driven by a decrease of 52% in MW produced and lower shipping and warehousing costs. This was partially offset by (i) additional costs related to the inclusion of Alpha Steel, (ii) higher tariffs, and (iii) an increase of 56% in logistics activity levels.
Our gross margin percentage of revenue for the three months ended March 31, 2026 was a negative 7.1%, compared to a negative 16.6% for the three months ended March 31, 2025.
We had negative gross margin for the three months ended March 31, 2026 due mainly to the impact of the low levels of product revenues which were not sufficient to fully cover our indirect costs.
We had negative gross margin for the three months ended March 31, 2025 due to (i) the impact of low product revenue levels which were not sufficient to cover our direct costs and (ii) insufficient service revenue to fully cover our warehousing costs.
30
Research and development
Research and development expenses consist primarily of salaries, employee benefits, stock-based compensation expense and travel expense related to our engineers performing research and development activities to originate, develop and enhance our products. Additional expenses include consulting charges, component purchases and other costs for performing research and development on our software products.
|
|
Three months ended March 31, |
|
|||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Research and development |
|
$ |
1,118 |
|
|
$ |
924 |
|
|
$ |
194 |
|
|
|
21.0 |
% |
The increase in research and development expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to (i) higher spending on lab and other research activities totaling $0.1 million. and (ii) higher stock-based compensation costs of $0.1 million due to recent grants of new awards. Research and development expenses as a percentage of revenue were 6.5% for the three months ended March 31, 2026, as compared to 4.4% for the three months ended March 31, 2025.
Selling and marketing
Selling and marketing expenses consist primarily of salaries, employee benefits, stock-based compensation expense and travel expense related to our sales and marketing and business development personnel. Additionally, selling and marketing expenses include costs associated with professional fees and support charges for software subscriptions and licenses, trade shows and conventions.
|
|
Three months ended March 31, |
|
|||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Selling and marketing |
|
$ |
1,715 |
|
|
$ |
1,136 |
|
|
$ |
579 |
|
|
|
51.0 |
% |
The increase in selling and marketing expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to (i) higher payroll costs of $0.2 million due to higher headcount levels, (ii) higher professional services and stock-based compensation expense of $0.2 million, (iii) higher credit loss provisions of $0.1 million, and (iv) increased travel. Selling and marketing costs as a percentage of revenue were 9.9% for the three months ended March 31, 2026, compared to 5.5% for the three months ended March 31, 2025.
General and administrative
General and administrative expenses consist primarily of salaries, employee benefits, stock-based compensation expense and travel expense related to our executives, finance team, and administrative employees. It also consists of legal, consulting, and professional fees, rent and lease expense pertaining to our headquarters and international offices, business insurance costs and certain other costs.
|
|
Three months ended March 31, |
|
|||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
General and administrative |
|
$ |
7,998 |
|
|
$ |
5,053 |
|
|
$ |
2,945 |
|
|
|
58.3 |
% |
The increase in general and administrative expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to (i) higher stock-based compensation expense of $2.5 million as a result of new award grants, (ii) higher professional service costs of $1.0 million, largely attributable to increased legal fees and (iii) increased travel and facility costs. These increases were partially offset by lower payroll expense of $0.7 million, due mainly to lower headcount levels and lower bonus and severance costs. General and administrative expenses as a percentage of revenue were 46.3% for the three months ended March 31, 2026, compared to 24.3% for the three months ended March 31, 2025.
Interest expense
|
|
Three months ended March 31, |
|
|||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Interest expense |
|
$ |
3,896 |
|
|
$ |
711 |
|
|
$ |
3,185 |
|
|
|
448.0 |
% |
Interest expense is related mainly to our outstanding short- and long-term debt and consisted of the following:
31
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Amortization of debt discount and issue cost |
|
$ |
2,197 |
|
|
$ |
210 |
|
Paid-in-kind and exit fee non-cash interest added to debt |
|
|
1,001 |
|
|
|
492 |
|
Current period interest paid in cash |
|
|
488 |
|
|
|
8 |
|
Accrued interest at period end |
|
|
209 |
|
|
|
— |
|
Interest in accounts payable and other |
|
|
1 |
|
|
|
1 |
|
Total interest expense |
|
$ |
3,896 |
|
|
$ |
711 |
|
Gain from change in fair value of warrant liability
|
|
Three months ended March 31, |
|
|||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Gain from change in fair value of warrant liability |
|
$ |
48,742 |
|
|
$ |
4,604 |
|
|
$ |
44,138 |
|
|
|
958.7 |
% |
The New Warrants issued in connection with the Credit Agreement, as described further in Note 11, "Debt" in our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, are classified as a long-term liability. Due largely to a decrease in the price of our common stock during the three months ended March 31, 2026, the fair value of the New Warrants decreased from $74.5 million at December 31, 2025 to $25.8 million as of March 31, 2026, resulting in recognition of a non-cash gain during the three months ended March 31, 2026.
Loss from unconsolidated subsidiary
|
|
Three months ended March 31, |
|
|||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Loss from unconsolidated subsidiary |
|
$ |
— |
|
|
$ |
(112 |
) |
|
$ |
112 |
|
|
|
(100.0 |
%) |
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders of Alpha Steel pursuant to which we acquired 100% of the membership interests in Alpha Steel, effective November 12, 2025. As a result, Alpha Steel is now our wholly owned subsidiary and the financial results of Alpha Steel since November 12, 2025 have been included in our consolidated results. Prior to November 12, 2025, we held a 45% interest in Alpha Steel, which we accounted for under the equity method of accounting. The loss from unconsolidated subsidiary for the three months ended March 31, 2025 represented our share of the net operating results incurred by Alpha Steel during that period.
Liquidity and Capital Resources
Liquidity and going concern
Since our inception, we have financed our operations primarily through sales of shares of common stock, issuance of debt and payments from our customers and others. Our ability to generate positive cash flow from operations is dependent on our level of production, contract payment terms, timely collections from our customers and the strength of our gross margins.
We have incurred cumulative operating losses since inception and have a history of cash outflows from operations, inclusive of $12.8 million in cash utilized in our operating activities during the three months ended March 31, 2026. As of March 31, 2026, we had cash on hand of $5.6 million, $20.4 million of working capital and a stockholders' deficit of $6.1 million.
ATM program
As of March 31, 2026, in addition to our cash on hand and working capital, we had approximately $8.24 million of remaining capacity available for future sales of our common stock under an effective prospectus supplement to our at the market facility under the At the Market Offering Agreement dated May 1, 2025 (the "Sale Agreement") with H.C. Wainwright & Co. LLC, and the related prospectus covering the offering, issuance and sale of up to a maximum aggregate offering price of approximately $13.75 million of our common stock that may be sold under such At the Market Offering Agreement in at the market offerings (the "ATM program"), described further in Note 13, "ATM program" below. There can be no assurance regarding the price at which we will be able to sell such shares in the future, whether under the
32
ATM program or other securities offerings, and any sales of our common stock under the ATM program or other securities offerings may be at prices that result in additional dilution to our existing stockholders.
Second Amendment to Credit Agreement
As described further in Note 11, "Debt" in Part I, Item 1 of this Quarterly Report, on March 23, 2026, we entered into a Second Amendment and Limited Waiver to our Credit Agreement (the “Second Amendment”) pursuant to which the Lenders: (i) provided a waiver relating to our breach of the purchase order covenant in our Credit Agreement for the fiscal quarter ended December 31, 2025; (ii) agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) agreed to further amend certain other existing financial covenants under the Credit Agreement, including the elimination of the minimum revenue and cash covenants for the quarter ended March 31, 2026. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal will be repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026.
Payments for acquisition of Alpha Steel
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders (the "Selling Members") of Alpha Steel LLC ("Alpha Steel") pursuant to which we agreed to acquire all of their membership interests for a purchase price of approximately $2.7 million, which was evidenced by promissory notes payable in various installments during 2026 (the "Acquisition Notes"). As of March 31, 2026, we had made a required payment of approximately $0.5 million to the Selling Members, with remaining installments, plus accrued interest, due by no later than July 2026. The Acquisition Notes are secured by all of Alpha Steel's assets, provided, however, the security interests granted to each of the Selling Members under the Acquisition Notes are subordinate and junior to the security interests in favor of the Lenders under the Credit Agreement.
Conclusion of substantial doubt
In view of the requirements for quarterly cash interest payments and certain specified principal payments under the Credit Agreement (including the required prepayments summarized above) and principal and interest payments for the Acquisition Notes, as well as our history of operating losses and cash outflows, and considering that the availability of additional financing provided by the Credit Agreement in the form of Second Delayed Draw Term Loans is not completely within our control, we believe these factors create uncertainty as to our ability to fully meet the financial covenant requirements under the Credit Agreement during the twelve months following issuance of this Quarterly Report. Therefore, we have concluded that substantial doubt exists as to our ability to continue as a going concern within the next year.
Our ability to meet our liquidity needs over the next year is dependent upon (i) our cash on hand (subject to (x) required principal repayments of $2.5 million and $5.0 million during May 2026 and September 2026, respectively, under the Credit Agreement, as well as principal and interest payments due for the Acquisition Notes, and (y) a $15.0 million minimum unrestricted cash covenant under the Credit Agreement effective for the quarter ending June 30, 2026 and as further reduced by required principal repayments under the Credit Agreement thereafter) and our compliance with the financial covenants under the Credit Agreement, (ii) our current expectations of increased project activity and cash flow during the twelve-month period following issuance of our consolidated financial statements, (iii) the availability of additional proceeds in the form of Second Delayed Draw Term Loans that may be requested by the Company, subject to approval by the Lenders in their sole discretion, (iv) utilization, as appropriate, of the capacity available for future sales of our common stock under the ATM program, and (v) if we determine necessary, our ability to raise additional capital through other securities offerings. In addition, we continue to remain focused on implementing additional cost savings steps, which could impact, among other things, the location of our headcount and the level of services currently provided by third parties.
Outstanding debt and warrants
Short-term debt
In connection with our acquisition of 100% of the Membership Interests in Alpha Steel in November 2025, we agreed to pay approximately $2.7 million in various installments during 2026, which was evidenced by Acquisition Notes. During the quarter ended March 31, 2026, we made a required principal payment of approximately $0.5 million to the Selling Members. The Acquisition Notes bear interest on any unpaid balance at a rate of 3.64% per annum and were discounted upon issuance at a market-participant discount rate resulting in an effective interest rate of approximately 12% until maturity. At March 31, 2026, the outstanding balance of our Acquisition
33
Notes totaled approximately $2.2 million. We made a principal reduction of $1.1 million in April 2026 and the remaining balance, plus accrued interest, is required to be paid upon maturity no later than five business days after July 1, 2026.
The remainder of our short-term debt at March 31, 2026 consists of $7.5 million of required principal payments during the next twelve months on our Term Loans, as described further below
Credit Agreement and New Warrants
We entered into the Original Credit Agreement, effective July 2, 2025, with various lenders (the "Lenders") and Acquiom Agency Services LLC, as Administrative Agent. On November 1, 2025 we entered into a First Amendment to Credit Agreement to amend certain of the financial covenants applicable to us and in connection with our agreement to acquire 100% of the membership interests in Alpha Steel. On March 23, 2026, we entered into the Second Amendment pursuant to which: (i) the Lenders provided a waiver relating to our breach of the purchase order covenant for the fiscal quarter ended December 31, 2025; (ii) the Lenders agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) we and the Lenders agreed to further amend the financial covenants under the Credit Agreement. The amended financial covenants applicable under the Credit Agreement are summarized below. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal will be repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026. The amount of each of the foregoing principal repayments is referred to as an "ECF Repayment Amount". The Original Credit Agreement, as amended, is referred to below as the "Credit Agreement".
The Credit Agreement provides for a senior secured term facility of up to $75 million, consisting of (i) Initial Term Loans and First Delayed Draw Term Loans (both as defined in the Credit Agreement) that were funded during 2025 in an aggregate principal amount of $37.5 million, and (ii) up to $37.5 million principal amount of Second Delayed Draw Term Loans (as defined in the Credit Agreement) that may be requested by the Company and approved by the Lenders in their sole discretion (collectively, with the Initial Term Loans and the First Delayed Draw Term Loans, the "Term Loans"). The Term Loans currently outstanding mature on July 2, 2029.
Upon entering into the Credit Agreement, we also issued warrants (the "New Warrants") to the Lenders for an aggregate 6,836,237 shares of our common stock. The New Warrants are (i) exercisable at any time through July 2, 2035, at an exercise price of $0.01 per share, and (ii) accounted for as a long-term liability, based on terms that could require cash settlement upon the occurrence of a contingent change in control event.
Key terms
The Term Loans bear interest at 12.00% per annum. A portion of the interest equal to 7.00% per annum is being capitalized and added as paid-in-kind interest and will increase the outstanding principal amount of the Term Loans. The remainder of the interest will be paid in cash at the end of each fiscal quarter. Upon the occurrence and during the continuation of certain events of default under the Credit Agreement ("Events of Default") or upon the election of certain required Lenders during the occurrence and continuation of any Event of Default, the interest rate applicable to the Term Loans will be increased by a 7.00% default interest rate, which would be capitalized and added to the principal amount of the debt.
In addition to the required principal payments under the Second Amendment, the Credit Agreement also provides for the mandatory prepayment of the indebtedness and other obligations outstanding under the Credit Agreement and other applicable loan documents upon the occurrence of certain events (including in connection with a change in control of the Company) and upon acceleration following an Event of Default (an "Exit Fee Event"). If an Exit Fee Event occurs, the Company shall pay an exit fee (the "Exit Fee") equal to (x) the aggregate amount of all Term Loans extended by the Lenders under the Credit Agreement, multiplied by (y) the Exit Fee Percentage, minus (z) the amount of interest paid in cash by the Company prior to the Exit Fee Event, where the "Exit Fee Percentage" equals 25% in connection with a change of control transaction, or otherwise equals 50%.
As a result of the principal payments required in 2026 under the terms of the Second Amendment, we now estimate an Exit Fee of approximately $2.6 million will be owed upon maturity of the debt, in addition to the repayment at maturity of any outstanding principal under the Term Loans, plus accrued and unpaid interest. We are accreting each period, as additional interest expense using the interest method, an amount for the expected exit fee obligation that we estimate will be due on July 2, 2029. The amount accrued as of March 31, 2026 for the exit fee obligation is reflected as a component of our total debt balance as shown in Note 11, "Debt", included in Part I, Item 1 of this Quarterly Report.
34
Financial covenants
As amended by the Second Amendment, the Credit Agreement includes the following covenants.
Additionally, the Company’s direct tracker margin must exceed certain thresholds for each fiscal quarter, beginning with the fiscal quarter ended March 31, 2026, and the financial covenants also include a requirement that the amounts due to the Company under new purchase orders must meet certain thresholds beginning with the fiscal quarter ending March 31, 2027.
At March 31, 2026, the Company was in compliance with all applicable financial covenants under the Credit Agreement.
Senior Notes and Original Warrants
On December 4, 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor as the purchaser under the Purchase Agreement (the “Investor”). Pursuant to the Purchase Agreement, we sold, and the Investor purchased, $15.0 million in principal amount of senior secured promissory notes (the “Senior Notes”) and warrants exercisable for 1,750,000 shares of our common stock (the “ Original Warrants”) (the “Offering”).
Pursuant to the terms of the Senior Notes, we elected to increase the outstanding principal amount of the Senior Notes by an amount of interest at a rate of 13% per annum ("paid-in-kind" interest) capitalized semiannually on the final business day in June and December of each year. As a result, our outstanding principal balance of the Senior Notes was approximately $16.1 million as of July 2, 2025. The Senior Notes were initially secured by substantially all of our assets.
The Original Warrants issued in the Offering were exercised on June 30, 2025 at an exercise price of $0.10 per share, in return for the issuance of 1,750,000 shares of our common stock. We had previously determined liability classification for the Original Warrants was required based on terms that could require cash settlement upon the occurrence of a contingent change in control event.
Changes in the number and value of our Original and New Warrants were as follows:
|
|
Three months ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Number of warrants |
|
|
Value ($000's) |
|
|
Number of warrants |
|
|
Value ($000's) |
|
||||
Beginning balance |
|
|
6,836,237 |
|
|
$ |
74,515 |
|
|
|
1,750,000 |
|
|
$ |
9,520 |
|
Change in fair value of warrant liability |
|
N/A |
|
|
|
(48,742 |
) |
|
N/A |
|
|
|
(4,604 |
) |
||
Ending balance |
|
|
6,836,237 |
|
|
$ |
25,773 |
|
|
|
1,750,000 |
|
|
$ |
4,916 |
|
35
Amendment to the Purchase Agreement and Senior Notes
In connection with the Credit Agreement, the Investor entered into a Subordination Agreement, dated July 2, 2025 (the “Subordination Agreement”). Pursuant to the Subordination Agreement, the Investor agreed to the subordination of all indebtedness owed by the Company to the Investor, including under the Senior Notes issued by the Company to the Investor on December 4, 2024, to the indebtedness and obligations owed under the Credit Agreement and the other applicable loan documents.
Also, in connection with the Credit Agreement and the Subordination Agreement, the Company and Investor entered into an Amended and Restated Promissory Note, dated July 2, 2025 (the “A&R Promissory Note”). The A&R Promissory Note amends and restates the original Senior Notes to remove the seniority terms of those notes, conform the original Senior Notes to the terms of the Credit Agreement and the Subordination Agreement, amend certain prepayment and make-whole terms under the original Senior Notes, delete certain covenants and event of default terms, reduce the interest rate under the original Senior Notes to 5% per annum paid in cash and 7% per annum paid in kind, both on the final business day of June and December in each year, and to delete the financial covenants set forth in the original Senior Notes. As a result of an amendment to the Purchase Agreement entered into on July 2, 2025 (the "Purchase Agreement Amendment"), among other things, the Investor agreed to release all liens and guarantees securing the obligations under the Senior Notes, the Purchase Agreement, and the A&R Promissory Note. The A&R Promissory Note also (i) provides for additional interest to be capitalized and added to the principal amount of the debt at a rate of 5% per annum upon the occurrence and continuation of certain events of default and (ii) matures on January 2, 2030.
At March 31, 2026, the outstanding principal balance of our Term Loans and the A&R Promissory Note totaled approximately $53.6 million, including accrued paid-in-kind interest to date. As noted above, $7.5 million of principal with respect to the Term Loans is required to be paid during the remainder of 2026 and has been classified as short-term debt at March 31, 2026. The remaining outstanding Term Loan and A&R Promissory principal, plus accrued paid-in-kind interest and any applicable Exit Fee, will be due upon maturity, as indicated above.
Statements of cash flows
The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods:
|
|
Three months ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Net cash used in operations |
|
$ |
(12,772 |
) |
|
$ |
(8,483 |
) |
Net cash (used in) provided by investing activities |
|
|
(276 |
) |
|
|
3,124 |
|
Net cash (used in) provided by financing activities |
|
|
(2,419 |
) |
|
|
3 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
1 |
|
|
|
18 |
|
Decrease in cash and cash equivalents |
|
$ |
(15,466 |
) |
|
$ |
(5,338 |
) |
Operating activities
During the three months ended March 31, 2026, we used approximately $8.1 million of cash to fund a portion of our current period expenditures for personnel and facilities, legal and professional fees, insurance, research and development and various other operating activities. This compares to approximately $8.4 million used during the three months ended March 31, 2025, also to fund a portion of our prior period expenditures for various operating activities as described above.
During the three months ended March 31, 2026, we used approximately $4.7 million primarily from changes in working capital, mainly related to timing of customer receipts and vendor payments and changes in activity levels.
Our working capital decreased by approximately $9.2 million from $29.5 million at December 31, 2025 to $20.4 million at March 31, 2026. The decrease was largely attributable to the use of cash described above, partially offset by changes in other working capital balances due to activity levels.
Investing activities
During the three months ended March 31, 2026, we had capital expenditures of approximately $0.3 million, primarily for tooling and new computer and IT equipment.
36
During the three months ended March 31, 2025, we received $3.2 million of contingent earnout payments from our investment in Dimension that we sold in 2021. We also had capital expenditures of nearly $0.1 million, primarily for tooling.
Financing activities
During the three months ended March 31, 2026, we made (i) principal payments of $3.0 million relating to required payments on our outstanding Term Loan and Acquisition Note debt, and (ii) payments for legal fees totaling $0.2 million incurred in connection with entering into the Second Amendment to our Credit Agreement. We also sold 168,700 new shares of our common stock under our ATM program receiving proceeds of approximately $0.8 million. Proceeds received from stock option exercises were minimal during the three months ended March 31, 2025.
Critical Accounting Policies and Significant Management Estimates
Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenue and expenses during the period. Estimates are used for calculating the measure of progress of our solar tracker projects and deriving the standalone selling prices of the individual performance obligations when determining amounts to recognize for revenue, estimating allowances for credit losses and slow-moving and obsolete inventory, determining useful lives of long-lived assets and the estimated fair value of those assets for impairment assessments, and estimating the fair value of assets and liabilities acquired in business combinations, investments, warrants, stock compensation awards, warranty liabilities and federal and state taxes, including tax valuation allowances, as well as other contingencies. We base our estimates on historical experience and anticipated results, trends, and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates due to risks and uncertainties.
To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
We believe that the accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our condensed consolidated financial condition and results of operations.
Revenue recognition
Our accounting policy on revenue recognition may be found in Note 2, "Summary of significant accounting policies" in our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.
Judgments and assumptions
The timing and amounts of revenue and cost of revenue recognition, as well as recording of related receivables and deferred revenue, is highly dependent on our identification of performance obligations in each contract and our estimates by contract of total project cost and our progress toward project completion as of each period end. Certain estimates are subject to factors outside of our control that may impact our suppliers, our costs and the global supply chain. As an example, as described further in "Key Factors Affecting Our Performance" above, we are impacted by (i) changes in project timing by customers, (ii) government regulations, (iii) increases in tariffs, and (iv) disruptions in transportation and supply chains, including the impact of changes in the cost of transportation due to changes in fuel prices as a result of international conflicts or other market disruptions. We base our estimates on the best information available at each period end, but future events and their effects cannot be determined with certainty, and actual results could differ materially from our assumptions and estimates.
37
Accounts receivable, net
Our accounting policy relating to our accounts receivable and allowance for credit losses may be found in Note 2, "Summary of significant accounting policies" in our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.
Judgments and assumptions
The allowance for credit losses is based on the lifetime expected credit loss of our customer accounts. To assess the lifetime expected credit loss, we utilize a loss rate method that takes into consideration historical experience and certain other factors, as appropriate, such as credit quality, current economic or other conditions and changes in project status that may affect a customer's ability to pay. This method accelerates the recognition of expected credit losses as compared to the incurred loss model used prior to 2023 and may result in material differences between our estimates and actual collection results. We may also have greater fluctuations in our credit loss expense over time based on changes in our historical experience or changes in estimates of future economic conditions which may not adequately reflect future actual customer payment activity.
Adjustments to the allowance are largely dependent on historical experience involving amounts previously collected from our customers in recent years or based on specific changes in a customer's ability to pay. As an example, during the years ended December 31, 2025 and 2024, we recognized additional credit loss provisions of nearly $1.4 million and $2.1 million, respectively, related to our assessments in each year as to the ability by certain specific customers to fully pay contractual amounts owed us. Historical experience, when used in making such adjustments, may not reflect current actual experience.
Warranty
Our accounting policy relating to our warranty obligations may be found in Note 2, "Summary of significant accounting policies" in our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.
Judgments and assumptions
We base our estimated warranty obligations on available industry data relating to the nature and frequency of product failure rates and, where possible, on our historical experience, to make estimates of costs to address future claims. These estimates are inherently uncertain given our relatively short history of sales, and changes to our historical or projected warranty experience or fluctuations in available industry data may result in material changes to our warranty reserves in the future. Additionally, we make estimates of what costs we believe will be recoverable from the manufacturers of our products that we use to offset our obligations to our customers.
While we periodically monitor our warranty activities and claims, if actual costs incurred were to be different from our estimates, we would recognize adjustments to our warranty reserves in the period in which those differences arise or are identified. Such adjustments could be material to the cost of revenue in our results of operations in the period the adjustments are made.
Stock-based compensation and warrants
Our accounting policies relating to our stock-based compensation and our outstanding Warrants may be found in Note 2, "Summary of significant accounting policies" in our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.
Judgments and assumptions
The Black-Scholes model and Monte Carlo simulations rely on various assumptions, in addition to the exercise price of an option award or our Warrants and the value of our common stock on the date of grant. These assumptions include:
Expected Term: The expected term represents the period that the Company’s stock-based awards and warrants are expected to be outstanding and is calculated for option grants as the average of the option vesting and contractual terms, based on the simplified method, when we did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options at the dates granted. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. The contractual life of an option may be up to 10 years. Monte Carlo simulations, as described below, estimate the derived service period of awards with market conditions.
38
Expected Volatility: Since the Company did not have a trading history of its common stock prior to our IPO and since such trading history subsequent to our IPO may be less than the expected term of an award or our warrants, the expected volatility is derived from a weighted average of (i) our historical volatility over our entire trading history, with respect to certain more recent awards, and, if needed, (ii) the average historical stock volatilities of several public companies within the Company’s industry that it considers to be comparable to its business over a period equivalent to the expected term of the stock option grants, or awards granted with market conditions.
Risk-Free-Interest-Rate: The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term.
Expected Dividend Yield: The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options or warrants and, therefore, has estimated the dividend yield to be zero.
We use Monte Carlo simulations for certain awards granted with market conditions which provide an estimated average present value for each award based on a simulation assuming Geometric Brownian Motion in a risk-neutral framework using up to 250,000 simulation paths to determine the derived service and vesting periods.
Our use of the simplified method for estimating the expected outstanding term of our options may differ significantly from future actual exercise patterns of our option holders. Estimates of the outstanding terms of our options, which are less than the actual exercise patterns of our option holders, may result in lower recognized expense. Alternatively, our recognized expense may be higher if our option holders exercise their options sooner than our estimates project.
Similarly, our estimate of volatility is based on our historical stock volatility or the historical stock volatilities of a peer group of other public companies and may differ significantly from the actual future volatility of our stock over the term our Warrants and our options or awards with market conditions are held. Higher estimated volatility compared to future actual results may result in higher recognized expense or fair value of our Warrants and alternatively, lower expected volatility compared to future actual results may result in lower recognized expense or fair value of our Warrants.
Changes to any of our assumptions, but particularly our estimates of expected term or derived service period and volatility, could change the fair value of our Warrants, as well as our options or awards with market conditions which could impact the amount of stock-based compensation expense we report each period. Changes in the trading price of our common stock on Nasdaq could also have a significant impact on the fair value of our Warrants, as well as whether awards with market conditions are ultimately earned.
Impairment
Our accounting policies relating to impairment of our long-lived assets held for use and of goodwill may be found in Note 2, "Summary of significant accounting policies" in our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.
Judgments and assumptions
Key judgments and assumptions involving our assessment of impairment of our long-lived assets, as well as goodwill, may include:
39
In estimating the fair value of the consolidated company, we used our market capitalization based on our closing stock price on the Nasdaq Capital Market at March 31, 2026. Our daily closing stock price is affected by numerous factors, some of which may not directly involve the operations of the company and, historically, has demonstrated high volatility.
We did not identify any impairments of our long-lived assets or goodwill during the three months ended March 31, 2026 and 2025.
JOBS Act accounting election
We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We elected to use the allowed extended transition period for adopting new or revised accounting standards.
Non-GAAP Financial Measures
Adjusted EBITDA, adjusted net loss and adjusted earnings per share ("EPS")
We utilize Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS as supplemental measures of our performance. We define Adjusted EBITDA as net income (loss) plus (i) provision for (benefit from) income taxes, (ii) interest expense, less interest income, (iii) depreciation expense, (iv) amortization expense, (v) stock-based compensation, (vi) loss from changes in the fair value of our warrant liability, and (vii) Chief Executive Officer ("CEO") transition costs, non-routine legal fees, costs associated with our reverse stock split, severance and certain other costs (credits). We also deduct (i) the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary, and (ii) gains from changes in the fair value of our warrant liability from net income or loss in arriving at Adjusted EBITDA. We define Adjusted Net Loss as net income (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) CEO transition costs, non-routine legal fees, costs associated with our reverse stock split, severance and certain other costs (credits), and (v) the income tax expense (benefit) of those adjustments, if any. We also deduct (i) the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary, and (ii) gains from changes in the fair value of our warrant liability from net income (loss) 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.
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. GAAP. We present Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS, because we believe they assist 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.
Among other limitations, Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS do not reflect (i) our cash expenditures, or future requirements, for capital expenditures or contractual commitments, and (ii) the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations. Further, the adjustments noted in Adjusted EBITDA do not reflect the impact of any income tax expense or benefit. Additionally, other companies in our industry may calculate Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS differently than we do, which limits its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with U.S. 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 U.S. GAAP measure as disclosed below for the three months ended March 31, 2026 and 2025:
40
|
|
Three months ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
(in thousands, except shares and per share data) |
|
Adjusted EBITDA |
|
|
Adjusted Net Loss |
|
|
Adjusted EBITDA |
|
|
Adjusted Net Loss |
|
||||
Net income (loss) per U.S. GAAP |
|
$ |
32,599 |
|
|
$ |
32,599 |
|
|
$ |
(3,819 |
) |
|
$ |
(3,819 |
) |
Reconciling items - |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
195 |
|
|
|
— |
|
|
|
254 |
|
|
|
— |
|
Interest expense |
|
|
3,896 |
|
|
|
— |
|
|
|
711 |
|
|
|
— |
|
Interest income |
|
|
(5 |
) |
|
|
— |
|
|
|
(6 |
) |
|
|
— |
|
Amortization of debt discount and issue costs in interest expense |
|
|
— |
|
|
|
2,197 |
|
|
|
— |
|
|
|
210 |
|
Depreciation expense |
|
|
351 |
|
|
|
— |
|
|
|
302 |
|
|
|
— |
|
Amortization expense |
|
|
14 |
|
|
|
14 |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation |
|
|
3,337 |
|
|
|
3,337 |
|
|
|
280 |
|
|
|
280 |
|
Gain from disposal of investment in unconsolidated subsidiary(a) |
|
|
— |
|
|
|
— |
|
|
|
(3,204 |
) |
|
|
(3,204 |
) |
Gain from change in fair value of warrant liability(b) |
|
|
(48,742 |
) |
|
|
(48,742 |
) |
|
|
(4,604 |
) |
|
|
(4,604 |
) |
CEO transition(c) |
|
|
135 |
|
|
|
135 |
|
|
|
160 |
|
|
|
160 |
|
Reverse stock split(d) |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
Severance costs(e) |
|
|
— |
|
|
|
— |
|
|
|
175 |
|
|
|
175 |
|
Adjusted Non-GAAP amounts |
|
$ |
(8,220 |
) |
|
$ |
(10,460 |
) |
|
$ |
(9,750 |
) |
|
$ |
(10,801 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. GAAP net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
N/A |
|
|
$ |
2.09 |
|
|
N/A |
|
|
$ |
(0.30 |
) |
||
Diluted |
|
N/A |
|
|
$ |
(0.72 |
) |
|
N/A |
|
|
$ |
(0.58 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted Non-GAAP net loss per share (Adjusted EPS): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
N/A |
|
|
$ |
(0.67 |
) |
|
N/A |
|
|
$ |
(0.84 |
) |
||
Diluted |
|
N/A |
|
|
$ |
(0.67 |
) |
|
N/A |
|
|
$ |
(0.84 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding for adjusted net loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
N/A |
|
|
|
15,568,299 |
|
|
N/A |
|
|
|
12,888,695 |
|
||
Diluted |
|
N/A |
|
|
|
15,568,299 |
|
|
N/A |
|
|
|
12,888,695 |
|
||
(a) |
We exclude the gain from collections of contingent contractual amounts arising from the sale in 2021 of our investment in an unconsolidated subsidiary as these amounts are not considered part of our normal ongoing operations. The payment received in 2025 was the final contingent payment owed. |
(b) |
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. |
(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 and 2025, with clawback provisions until 2026, and a portion of which will be paid during 2026, all contingent upon continued employment. These sign-on bonuses are being expensed over the applicable service periods. We do not view these sign-on bonuses as being part of the normal ongoing compensation arrangements for our CEO. |
(d) |
We incurred certain professional fees in 2025 to finalize various administrative tasks associated with the Reverse Stock Split that was consummated effective November 29, 2024. We do not consider these fees to be part of our normal ongoing operations. |
(e) |
Severance costs were incurred during 2025, due to restructuring changes that involuntarily impacted a number of employees, in order to adjust our operations to reflect current market and activity levels and to take advantage of process efficiencies gained. |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of customer concentrations and fluctuations in steel, aluminum and logistics/transportation prices, as well as from fluctuations in the trading price of our common stock. We do not hold or issue financial instruments for trading purposes.
41
Fair value of financial instruments
Our financial instruments consist of cash, cash equivalents, accounts receivable, accounts payable, warrants and debt obligations. Cash, cash equivalents, accounts receivable and accounts payable are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. We estimate the fair value of our warrants using a Black-Scholes model involving current assumptions at each reporting period of (i) the per share value of our common stock, (ii) the expected holding period of the warrants before exercise, (iii) the estimated volatility of our stock over the expected holding period of the warrants, (iv) a risk free interest rate over the expected holding period of the warrants and, (v) an estimated dividend yield on our common stock over the expected holding period of the warrants. Each of those assumptions are subject to change over time.
We had $5.6 million of cash and cash equivalents on hand, the vast majority of which was located in the United States as of March 31, 2026. We regularly maintain cash balances with various financial institutions that exceed federally insured amounts, but we have experienced no losses associated with these amounts to date. We periodically evaluate the financial health of the financial institutions we use and may take action in future periods, similar to past actions, to reallocate cash balances between financial institutions based on our evaluation.
Certain of our cash equivalents include deposits in money market funds that invest primarily in short-term securities issued or guaranteed by the U.S. government or its agencies or instrumentalities and contain no restrictions on immediate redemption. The carrying value for these money market fund deposits approximates fair value based on quoted prices in active markets for units held (Level 1 classification) and totaled nearly $0.6 million at March 31, 2026 and over $0.5 million at December 31, 2025.
At March 31, 2026, the outstanding principal balance, including accrued paid-in-kind interest, of our Term Loans and A&R Promissory Note totaled $53.6 million. We also had New Warrants outstanding for 6,836,237 shares of our common stock at March 31, 2026. The New Warrants are exercisable at any time through July 2, 2035, at an exercise price of $0.01 per share.
The fair value of our debt is impacted by changes in interest and market rates for similar debt and the fair value of our New Warrants is largely impacted by changes in the trading price of our common stock, among other factors.
We have no other financial instruments as of March 31, 2026 or December 31, 2025, other than certain non-functional currency intercompany and third-party receivables and payables, which are subject to foreign exchange, interest rate or market risks.
Concentrations of major customers
Our customers include project developers, solar asset owners and EPCs that design and build solar energy projects. We extend credit to customers in the normal course of business, often without requiring collateral. We also perform credit analyses and monitor the financial health of our customers to reduce credit risk.
We typically rely on a small number of customers that account for a large portion of our revenue each period and our outstanding receivables at each period end.
Further, our accounts receivable are from companies within or serving the solar industry and, as such, we are exposed to normal industry credit risks. We continually evaluate our reserves for potential credit losses and establish initial reserves based on our expectation of lifetime expected credit losses.
Commodity price risk
We subcontract to various contract manufacturers, who manufacture and deliver products directly to our customers. We, therefore, do not acquire raw materials and commodities directly, except for items added to our inventory. We are subject to indirect risk from fluctuating market prices of certain commodity raw materials, including steel and aluminum, which are used in our products, through our contract manufacturers, as increases in these commodity prices would increase our cost of procuring subcontracting services. Prices of these raw materials may be affected by supply restrictions or other market factors from time to time. Significant price increases for these raw materials could reduce our operating margins if we are unable to recover such increases in costs from our customers, and could harm our business, financial condition and results of operations.
42
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as of the end of the period covered by this Quarterly Report. As allowed, management excluded from its assessment of disclosure controls and procedures and internal control over financial reporting the operations of Alpha Steel, which we obtained control of effective November 12, 2025. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026, solely because of the material weakness described below.
In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Identification of material weakness
Our process for determining revenue to be recognized over time involves multiple spreadsheets and inputs from various parties and sources. While this process is robust, it does require manual coordination and from time to time we identify isolated errors that are not material to our consolidated results. We promptly take action to correct such errors, as necessary, prior to including in our publicly reported financial results. These issues have not reflected a systemic concern with our revenue recognition methodology; rather they have arisen from a discrete fact pattern on a specific project. For example, we found during 2025 that (i) certain spreadsheets had not been updated with the most current cost information available in our general ledger relating to a particular project, (ii) a specific entry was recorded to an incorrect project in one case, and (iii) intercompany margin eliminations associated with Alpha Steel were not applied timely on certain projects. These errors had no material impact on the reported financial results included in this Quarterly Report.
Due to the significance of our accounting for revenue, we have concluded that the control deficiencies noted constitute a material weakness in our controls related to the recognition of revenue. As a result, we are actively implementing enhancements to our internal accounting processes and management review controls to strengthen our ability to prevent and detect such errors on a more timely basis in the future. We are also evaluating opportunities to increase automation within the revenue process and reduce manual effort and improve overall control effectiveness.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
43
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various claims, lawsuits, investigations, and other proceedings arising in the normal course of business.
United States Customs and Border Protection assessment
In March of 2023, United States Customs and Border Protection ("CBP") issued notices of tariff assessment that indicated an action taken at the Import Specialist (i.e., the port) level with respect to merchandise imported from Thailand under entry number 004-1058562-5 (the “625 Assessment”) and entry number 004-1063793-9 (the “Original 939 Assessment”, and collectively with the 625 Assessment, the “Original CBP Assessments”). The Original CBP Assessments related to certain torque beams that are used in our Voyager+ product that were imported in 2022. In the Original CBP Assessments, CBP asserted that Section 301 China tariffs, Section 232 steel and aluminum tariffs, and antidumping and countervailing duties applied to the merchandise. Based on correspondence received to date from CBP, including a recent partial acceptance by CBP of our protest on the 625 Assessment as described below, and our calculations based on applicable duty and tariff rates, the 625 Assessment is currently estimated at approximately $0.07 million. In September of 2023, CBP informed us that the amount owed under the Original 939 Assessment was being revised downward to approximately $2.01 million (the "Revised 939 Assessment", and together with the 625 Assessment, the "Revised CBP Assessments"). In particular, CBP accepted our position that the Section 301 tariffs of 25% or 7.5% of the value of the merchandise, depending on tariff classification, as well as the antidumping and countervailing duties, previously assessed under the Original 939 Assessment are not applicable as they are only applicable to articles that are products of China and that, in this case, the finished goods are products of Thailand.
CBP has legally finalized both Revised CBP Assessments. We filed a formal protest for the 625 Assessment in September of 2023 and for the Revised 939 Assessment in March of 2024. On February 11, 2026, CBP partially approved our protest of the 625 Assessment, which reduced our estimated exposure down to $0.07 million. We were notified on March 18, 2026, that CBP had denied our protest of the Revised 939 Assessment. Based on the denial by CBP, we accrued approximately $2.7 million, inclusive of interest, in our consolidated financial results for the year ended December 31, 2025. We are currently evaluating our options to challenge this decision by CBP in the U.S. Court of International Trade (the "Court") as to the merits of the disputed tariff classifications. However, because matters of this nature are subject to inherent uncertainties, and unfavorable rulings or developments, including future assessments of additional duties or tariffs owed in respect of other shipments or other materials beyond what is presently included in the Revised CBP Assessments, there can be no certainty that the Company might ultimately prevail in the Court and we could also be subject to future assessments of additional duties or tariffs owed in respect of other shipments or other materials beyond what is presently included in the Revised CBP Assessments, or incur charges that are not currently recorded as liabilities which could have a material adverse effect on our consolidated results of operations, financial position, or liquidity.
Customer litigation
On June 11, 2025, FTC Solar, Inc. filed a lawsuit against BayWa r.e. Power Solutions, Inc. ("BayWa") in the United States District Court for the Western District of Texas (Civil Action No. 25-cv-00905-DAE). The complaint alleges breach of contract arising from BayWa’s purported cancellation of a large equipment supply agreement and purchase order for custom solar tracking systems intended for a Texas-based solar energy project. The parties engaged in a formal dispute resolution process, including pre-suit mediation without success. On August 25, 2025, BayWa filed an answer to FTC's complaint and asserted certain counterclaims against FTC. On September 15, 2025, FTC filed a response to BayWa's counterclaims. The parties are now engaged in discovery. While FTC believes it has meritorious claims and intends to vigorously pursue recovery, the outcome of litigation is inherently uncertain, and it is unclear at this time whether FTC or BayWa will recover the amounts sought in their respective claims or whether the outcome would materially affect FTC's financial condition or results of operations.
44
ITEM 1A. RISK FACTORS
We are subject to a number of risks that in some cases have and moving forward if realized could further adversely affect our business, strategies, prospects, financial condition, results of operations and cash flows. Some of the more significant risks and uncertainties we face include those summarized below. In addition to the risk factors set forth below and the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors set forth in Item 1A. "Risk Factors" in our 2025 Annual Report, which could materially affect our business, financial condition, or future results. Please carefully consider all of the information in this Quarterly Report and our 2025 Annual Report, including the full set of risks set forth in Item 1A. "Risk Factors" of our 2025 Annual Report, and in our other filings with the SEC before making an investment decision regarding us. There have been no material changes to the risk factors disclosed in Part I, Item 1A, "Risk Factors" of our 2025 Annual Report which are summarized below.
45
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.
Use of Proceeds
None.
Issuer Purchases of Equity Securities
None.
46
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
None
None of our directors or officers
47
ITEM 6. EXHIBITS
The following exhibits are filed as part of this report:
Exhibit Number |
|
Description |
3.1 |
** |
Amended and Restated Certificate of Incorporation of FTC Solar, Inc.(filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and incorporated herein by reference). |
3.2 |
** |
Amended and Restated Bylaws of FTC Solar, Inc.(filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and incorporated herein by reference). |
3.3 |
** |
Certificate of Correction of Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 8, 2021 and incorporated herein by reference) |
4.1 |
**
|
Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 29, 2021 and incorporated herein by reference) |
10.1 |
** |
Second Amendment to Credit Agreement, dated March 23, 2026, by and among FTC Solar, Inc. and Acquiom Agency Services LLC, as administrative agent for the Lenders# (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2026 and incorporated herein by reference) |
31.1 |
* |
Certification of Principal Executive Officer Pursuant to SEC Rule 13a−14(a)/15d−14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 |
* |
Certification of Principal Financial Officer Pursuant to SEC Rule 13a−14(a)/15d−14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 |
* |
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 |
* |
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
* |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
* |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
* |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed herewith |
** |
Incorporated herein by reference |
# |
Portions of this exhibit are redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. |
48
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 thereunto duly authorized.
|
|
|
FTC SOLAR, INC. |
|
|
|
|
Date: May 5, 2026 |
/s/ Cathy Behnen |
|
Cathy Behnen, Chief Financial Officer |
|
|
49