FTC Solar (Nasdaq: FTCI) grows Q2 revenue 30.8% but loses $27.1M
Rhea-AI Filing Summary
FTC Solar, Inc. entered a purchase agreement with Lincoln Park Capital giving it the right, after an effective resale registration, to sell up to $20.0 million of common stock over 24 months at 97% of prevailing market prices, with daily share and dollar caps and 60,145 commitment shares issued upfront.
For the quarter ended June 30, 2026, revenue was $26.2 million, up 51.5% sequentially and 30.8% year over year near the top of guidance, while the company reported a GAAP gross loss of $2.2 million, gross margin of (8.5)%, GAAP net loss of $27.1 million (loss of $1.69 per diluted share), and adjusted EBITDA loss of $9.8 million. Contracted backlog was approximately $560 million. Cash and cash equivalents were $10,075 (in thousands) versus $21,105 at December 31, 2025, with short‑term debt of $22,641 and total stockholders’ deficit of $30,346 (in thousands).
Lenders under the Credit Agreement granted a waiver of the minimum unrestricted cash and minimum direct tracker margin covenants for the quarter ended June 30, 2026 and consented to payoff of Alpha Steel seller notes. Management highlighted major project awards, international expansion including India, guided Q3 2026 revenue to $30.0–$35.0 million, and reaffirmed an outlook for 40% full‑year 2026 revenue growth versus 2025.
Positive
- Q2 2026 revenue was $26.2 million, up 51.5% sequentially and 30.8% year over year near the top of guidance, with contracted backlog of approximately $560 million and a reaffirmed outlook for 40% full‑year 2026 revenue growth versus 2025.
Negative
- GAAP net loss was $27.1 million in Q2 2026, with gross margin of (8.5)% and adjusted EBITDA loss of $9.8 million, indicating operations remain loss‑making.
- Covenant waivers were required from lenders for noncompliance with the minimum unrestricted cash requirement and minimum direct tracker margin requirement under the Credit Agreement for the quarter ended June 30, 2026.
- Cash and cash equivalents were $10,075 (in thousands) at June 30, 2026, down from $21,105 at December 31, 2025, while short‑term debt was $22,641 and the company arranged a $20.0 million equity line of credit.
Filing Explained
The filing’s roughly
8-K Event Classification
Key Figures
Key Terms
Equity Line of Credit financial
Adjusted EBITDA financial
warrant liability financial
minimum unrestricted cash requirement financial
Non-GAAP gross margin financial
Earnings Snapshot
Guidance for Q3 2026 includes revenue of $30.0–$35.0 million, Non-GAAP gross profit (loss) of $(0.9)–$1.8 million, Non-GAAP gross margin of (3.0%)–5.1%, Non-GAAP operating expenses of $7.7–$8.3 million, and Non-GAAP adjusted EBITDA of $(9.3)–$(6.0) million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were FTCI’s Q2 2026 revenues and growth rates?
Did FTCI report a profit or a loss in Q2 2026?
What is FTCI’s equity line of credit with Lincoln Park?
How large is FTCI’s backlog as of Q2 2026?
What credit agreement waivers did FTCI receive in August 2026?
What guidance did FTCI provide for Q3 and full-year 2026?
What is FTCI’s cash and debt position as of June 30, 2026?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of registrant as specified in its charter)
|
|
|||||
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
||
|
|
|
|
|
|
|
|
||||||
(Address of principal executive offices)
|
|
(Zip Code) |
||||
Registrant’s telephone number, including area code: ( |
N/A |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 |
Entry into a Material Definitive Agreement. |
Lincoln Park Capital Purchase Agreement
On August 4, 2026, FTC Solar, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase, at the Company’s direction from time to time, up to an aggregate of $20.0 million of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to the terms and conditions set forth in the Purchase Agreement. The Company also entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement” and, together with the Purchase Agreement, the “Agreements”), pursuant to which the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the resale by Lincoln Park of the shares of Common Stock that have been and may be issued and sold to Lincoln Park under the Purchase Agreement, including the commitment shares described below, and to take such other actions as are reasonably necessary to maintain the effectiveness of such registration statement as provided in the Registration Rights Agreement.
Under the terms of the Purchase Agreement, from and after the date on which the conditions to Lincoln Park’s purchase obligations have been satisfied, including that the registration statement described above is declared effective by the SEC and a final prospectus is filed with the SEC (the “Commencement Date”), the Company will have the right, but not the obligation, in its sole discretion to direct Lincoln Park to purchase shares of Common Stock from time to time over a period of up to 24 months for aggregate gross proceeds to the Company of up to $20.0 million, subject to certain limitations contained in the Purchase Agreement. Lincoln Park has no right to require the Company to sell any shares of Common Stock, but Lincoln Park is obligated to make purchases of Common Stock from the Company as directed by the Company in accordance with the Purchase Agreement.
From and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is not less than $1.00 per share, the Company may, by written notice, direct Lincoln Park to purchase up to 20,000 shares of Common Stock (a “Regular Purchase”), which amount may be increased to up to 30,000 shares of Common Stock if the closing sale price is not below $2.00 per share, up to 40,000 shares of Common Stock if the closing sale price is not below $3.00 per share of Common Stock, and up to 50,000 shares if the closing sale price is not below $4.00 per share of Common Stock, in each case subject to a maximum dollar amount of $1,000,000 per Regular Purchase. The purchase price per share for each Regular Purchase will be equal to 97% of the lower of (i) the lowest sale price of the Common Stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the Common Stock during the ten consecutive business days immediately preceding the applicable purchase date. Regular Purchases may be effected as frequently as each business day after the close of trading so that the applicable purchase price is fixed and known at the time the Company elects to sell shares to Lincoln Park.
In addition, if the Company directs Lincoln Park to purchase the maximum number of shares permitted in a Regular Purchase on an applicable purchase date, then, in addition to such Regular Purchase and subject to the satisfaction of certain conditions and limitations set forth in the Purchase Agreement, the Company may also direct Lincoln Park to purchase additional shares of Common Stock in an accelerated purchase (an “Accelerated Purchase”) on the following business day. For an Accelerated Purchase, Lincoln Park will purchase the lesser of (i) three times the regular purchase share limit for the corresponding Regular Purchase and (ii) 30% of the trading volume on the Accelerated Purchase date as specified in the Purchase Agreement, at a purchase price per share equal to the lower of 97% of (x) the closing sale price on the Accelerated Purchase date and (y) the volume-weighted average price during the measurement period specified in the Purchase Agreement for such date. Subject to satisfaction of the applicable conditions, the Company may direct multiple Accelerated Purchases in a single trading day.
The Purchase Agreement contains customary terms, conditions, representations and warranties, and indemnification obligations of the parties. The Company may terminate the Purchase Agreement at any time after the Commencement Date, for any reason or no reason, upon one business day’s prior written notice to Lincoln Park, at no cost or penalty. Following the Commencement Date, upon the occurrence of specified suspension events described in the Purchase Agreement, including, among others, the unavailability of the registration statement for resales, trading suspensions, certain breaches of representations or covenants having or reasonably likely to have a material adverse effect, and certain listing or eligibility events, the Company will not be permitted to direct Lincoln Park to purchase shares until the applicable suspension event is cured or waived; provided that Lincoln Park does not have the right to terminate the Purchase Agreement as a result of any such suspension event. In addition, the Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if such shares, when aggregated with all other shares then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of Common Stock, which beneficial ownership cap may be increased by Lincoln Park to up to 9.99% upon 61 days’ prior written notice to the Company.
As consideration for Lincoln Park’s commitment to purchase shares under the Purchase Agreement, on the date of the Purchase Agreement the Company issued to Lincoln Park 60,145 shares of Common Stock (the “Commitment Shares”).
Lincoln Park has agreed that it will not engage in or effect, directly or indirectly, any short sales of or hedging transactions that establish a net short position in the Common Stock at any time. The Agreements do not contain financial or business covenants, limitations on the use of proceeds or rights of first refusal or participation rights. The Purchase Agreement prohibits the Company from entering into another equity line of credit or substantially similar arrangement during the 24-month term of the Purchase Agreement; however, the Company may enter into or maintain an at-the-market offering program with a registered broker-dealer.
The foregoing summary of the material terms of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Agreements, copies of which are attached as exhibits to this report, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants in such Agreements were made only for purposes of such Agreements and as of specific dates, were solely for the benefit of the parties to such Agreements and may be subject to limitations agreed upon by the contracting parties.
Credit Agreement Limited Waiver
On August 4, 2026, the Company and Acquiom Agency Services LLC, as administrative agent for the lenders (the “Agent”), entered into a Limited Waiver and Limited Consent to Credit Agreement (the “Waiver”) relating to the Credit Agreement, dated as of July 2, 2025, among the Company, the Agent and the lenders (the “Lenders”) party thereto (as amended by the First Amendment to Credit Agreement, dated November 11, 2025, and the Second Amendment and Limited Waiver to Credit Agreement, dated March 23, 2026, and as otherwise amended, restated, supplemented or modified, the “Credit Agreement”). Pursuant to the Waiver, the Lenders provided waivers relating to the Company’s noncompliance with the minimum unrestricted cash requirement and minimum direct tracker margin requirement under the Credit Agreement for the fiscal quarter ended June 30, 2026. Additionally, pursuant to the Waiver, the Lenders consent to the payoff of, and the Company undertook to deliver certain payoff letters relating to, the seller notes issued in connection with the Company's acquisition of the outstanding equity of Alpha Steel.
The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver filed as Exhibit 10.3 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 2.02 |
Results of Operations and Financial Condition. |
On August 5, 2026, the Company issued a press release regarding its financial results for the second quarter ended June 30, 2026. A copy of the Company's press release is furnished herewith as Exhibit 99.1.
The information furnished in this Current Report under this Item 2.02 and Exhibit 99.1 furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 2.04 |
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The disclosures and information set forth above in Item 1.01 of this Current Report on Form 8-K under the heading “Credit Agreement Limited Waiver” are incorporated by reference herein in its entirety.
Item 3.02 |
Unregistered Sales of Equity Securities. |
The disclosures and information set forth above in Item 1.01 of this Current Report on Form 8-K under the heading “Lincoln Park Capital Purchase Agreement” are incorporated by reference herein in its entirety.
In the Purchase Agreement, Lincoln Park represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)). The Commitment Shares were issued and the purchase shares issuable pursuant to the Purchase Agreement will be issued and sold by the Company to Lincoln Park in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.
This report shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No. |
|
Description |
||||||||||||
10.1 |
|
Purchase Agreement, dated August 4, 2026, by and between FTC Solar, Inc. and Lincoln Park Capital Fund, LLC |
||||||||||||
10.2 |
|
Registration Rights Agreement, dated August 4, 2026, by and between FTC Solar, Inc. and Lincoln Park Capital Fund, LLC |
||||||||||||
10.3 |
|
Limited Waiver and Limited Consent to Credit Agreement, dated August 4, 2026, by and among FTC Solar, Inc., Acquiom Agency Services LLC, as administrative agent for the Lenders, and the other parties thereto |
||||||||||||
99.1 |
|
Press release by FTC Solar, Inc. dated August 5, 2026 |
||||||||||||
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
FTC SOLAR, INC. |
|
|
|
|
Date: |
August 5, 2026 |
By: |
/s/ Cathy Behnen |
|
|
|
Cathy Behnen, |
Exhibit 99.1
FTC Solar Announces Second Quarter 2026 Financial Results
Second Quarter Highlights and Recent Developments
AUSTIN, Texas — August 5, 2026– FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, today announced financial results for the second quarter ended June 30, 2026.
“We’re pleased to report that second quarter results were in line with or better than our targeted ranges,” said Anthony Carroll, President and CEO of FTC Solar, “and that we remain on track to outpace the market with 40% annual revenue growth in 2026.
“While I am just over one quarter into my tenure as CEO, the company has done an incredible amount over the past two years to put the company in a great position to grow and scale. This includes developing and introducing a 1P tracker line that is regarded by customers as easier and faster to install and an engineering capability that is willing to go the extra mile and increasingly helps enable more power or less land grading through a more efficient design.
“To build on that foundation and continue the momentum, we have been focused on five key areas. They include:
“Overall, while we still have work to do and need to win much more business, I'm proud of what our team has accomplished and confident in where we're headed. We have the products, the partnerships, and the strategy to drive sustainable growth, and we'll continue earning trust through execution and customer focus. Our opportunity is great, our plan is clear, the path to profitability is there, and our second half revenue growth outlook is very strong.”
Second Quarter Results
Total second-quarter revenue was $26.2 million. This represents an increase of 51.5% compared to the prior quarter revenue and an increase of 30.8% compared to the year-ago quarter.
GAAP gross loss was $2.2 million, or 8.5% of revenue, compared to gross loss of $1.2 million, or 7.1% of revenue, in the prior quarter. Non-GAAP gross loss was $1.3 million or 5.1% of revenue. This compares to Non-GAAP gross loss of $3.5 million in the prior-year period.
Summary Financial Performance: Q2 2026 compared to Q2 2025
|
|
U.S. GAAP |
|
|
Non-GAAP(b) |
|
||||||||||
|
|
Three months ended June 30, |
|
|||||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue |
|
$ |
26,157 |
|
|
$ |
19,993 |
|
|
$ |
26,157 |
|
|
$ |
19,993 |
|
Gross margin percentage |
|
|
(8.5 |
%) |
|
|
(19.6 |
%) |
|
|
(5.1 |
%) |
|
|
(17.4 |
%) |
Total operating expenses |
|
$ |
11,493 |
|
|
$ |
7,580 |
|
|
$ |
8,482 |
|
|
$ |
6,544 |
|
Loss from operations(a) |
|
$ |
(13,727 |
) |
|
$ |
(11,499 |
) |
|
$ |
(9,777 |
) |
|
$ |
(10,360 |
) |
Net loss |
|
$ |
(27,124 |
) |
|
$ |
(15,430 |
) |
|
$ |
(12,252 |
) |
|
$ |
(11,213 |
) |
Diluted loss per share |
|
$ |
(1.69 |
) |
|
$ |
(1.18 |
) |
|
$ |
(0.76 |
) |
|
$ |
(0.86 |
) |
GAAP operating expenses were $11.5 million. On a Non-GAAP basis, operating expenses were $8.5 million. This compares to Non-GAAP operating expenses of $7.8 million1 in the prior quarter and $6.5 million in the year-ago quarter.
GAAP net loss was $27.1 million, or a loss of $1.69 per diluted share, compared to income of $32.6 million or a loss of $0.72 per diluted share in the prior quarter and a net loss of $15.4 million or $1.18 per diluted share in the year-ago quarter.
Adjusted EBITDA loss, which excludes approximately $17.3 million for (i) a loss from the change in fair value of the warrant liability, (ii) certain CEO transition costs, and (iii) other non-cash items, was $9.8 million, compared to Adjusted EBITDA losses of $8.2 million1 in the prior quarter and $10.4 million in the year-ago quarter.
The contracted portion of the company's backlog2 now stands at approximately $560 million.
During the quarter, the company received a purchase order for its first 1P tracker system with a top U.S. developer, which has heretofore been a 2P customer. The project is just over 100 megawatts and located on the East Coast. The company is very pleased to expand its relationship with this developer.
The company also received notice to begin production on a 330+ megawatt project in Queensland, Australia. FTC first announced the project award in March 2025 with tracker production at the time expected to begin in mid-2025. The project timeline has been revised and now finalized with notice to proceed issued during the second quarter. Tracker deliveries begin in the second half of 2026. The aggregate value of the project was added to the company’s backlog in 2025 and was reflected in the most recent backlog disclosed on May 5, 2026.
The company also announced that it has recently entered the India market, and has already won multiple initial projects there, ranging from pilot to 100+ megawatt projects with large and well-known customers. Shipments in this region have been ongoing in 2026.
Subsequent Events
Subsequent to quarter end, the company received a new 400 megawatt purchase order for a 1P project being constructed by a top 5 U.S. EPC and a top 5 U.S. developer. The company has worked with this EPC on other projects recently and is pleased to see a nice-sized follow-on project.
In addition to its financial results, the company announced that it has entered into a purchase agreement establishing an Equity Line of Credit (“ELOC”) with Lincoln Park Capital, a long-only institutional investor. Under the terms of the agreement and subject to certain conditions, FTC Solar has the right to sell, and Lincoln Park is obligated to purchase, up to $20 million worth of common shares at prices that are based on the market price at the time of each sale. FTC Solar, at its sole discretion, controls the timing and amount of all sales of shares associated with the ELOC. There are no upper limits to the price per share Lincoln Park may pay and Lincoln Park has agreed not to enter into or effect any direct or indirect short-selling or hedging of our common stock. There are no warrants, derivatives, or other share classes associated with this agreement. The company believes that this agreement will provide the company with an additional and flexible source of funding as may be appropriate.
Outlook
The company expects third quarter revenue to grow by roughly 24% relative to the second quarter, based on the midpoint of the guidance range. The company expects further sequential growth in the fourth quarter and continues to expect full-year revenue 2026 growth of 40% relative to 2025, outpacing the market.
(in millions) |
|
2Q'26 |
|
2Q'26 |
|
3Q'26 |
Revenue |
|
$22.0 – $26.0 |
|
$26.2 |
|
$30.0 – $35.0 |
Non-GAAP Gross Profit (Loss) |
|
$(1.4) – $1.0 |
|
$(1.3) |
|
$(0.9) – $1.8 |
Non-GAAP Gross Margin |
|
(6.4%) – 4.0% |
|
(5.1%) |
|
(3.0%) – 5.1% |
Non-GAAP operating expenses |
|
$8.4 – $9.0 |
|
$8.5 |
|
$7.7 – $8.3 |
Non-GAAP adjusted EBITDA |
|
$(10.5) – $(7.4) |
|
$(9.8) |
|
$(9.3) – $(6.0) |
Second Quarter 2026 Earnings Conference Call
FTC Solar’s senior management will host a conference call for members of the investment community at 8:30 a.m. E.T. today, during which the company will discuss its second quarter results, its outlook and other business items. This call will be webcast and can be accessed within the Investor Relations section of FTC Solar's website at https://investor.ftcsolar.com. A replay of the conference call will also be available on the website for 30 days following the webcast.
About FTC Solar Inc.
Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a global provider of solar tracker systems, technology, software, and engineering services. Solar trackers significantly increase energy production at solar power installations by dynamically optimizing solar panel orientation to the sun. FTC Solar’s innovative tracker designs provide compelling performance and reliability, with an industry-leading installation cost-per-watt advantage.
Footnotes
1. A reconciliation of the prior sequential quarter Non-GAAP financial measures to the nearest comparable GAAP measures may be found in Exhibit 99.1 of our Form 8-K filed on May 5, 2026.
2. The term ‘backlog’ or ‘contracted and awarded’ refers to the combination of our executed contracts (contracted) and awarded orders (awarded), which are orders that have been documented and signed through a contract, where we are in the process of documenting a contract but for which a contract has not yet been signed, or that have been awarded in writing or verbally with a mutual understanding that the order will be contracted in the future. In the case of certain projects, including those that are scheduled for delivery on later dates, we have not locked in binding pricing with customers, and we instead use estimated average selling price to calculate the revenue included in our contracted and awarded orders for such projects. Actual revenue for these projects could differ once contracts with binding pricing are executed, and there is also a risk that a contract may never be executed for an awarded but uncontracted project, or that a contract may be
executed for an awarded but uncontracted project at a date that is later than anticipated, or that a contract once executed may be subsequently amended, supplemented, rescinded, cancelled or breached, including in a manner that impacts the timing and amounts of payments due thereunder, thus reducing anticipated revenues. Please refer to our SEC filings, including our Form 10-K, for more information on our contracted and awarded orders, including risk factors.
3. We do not provide a quantitative reconciliation of our forward-looking Non-GAAP guidance measures to the most directly comparable GAAP financial measures because certain information needed to reconcile those measures is not available without unreasonable efforts due to the inherent difficulty in forecasting and quantifying these measures as a result of changes in project schedules by our customers that may occur, which are outside of our control, and the impact, if any, of credit loss provisions, asset impairment charges, restructuring or changes in the timing and level of indirect or overhead spending, as well as other matters, that could occur which could significantly impact the related GAAP financial measures.
Forward-Looking Statements
This press release contains forward looking statements. These statements are not historical facts but rather are based on our current expectations and projections regarding our business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. You should not rely on our forward-looking statements as predictions of future events, as actual results may differ materially from those in the forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the SEC, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the SEC, our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. Any forward-looking statements in this release speak only as of the date on which they are made. FTC Solar undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.
FTC Solar Investor Contact:
Bill Michalek
Vice President, Investor Relations
FTC Solar
T: (737) 241-8618
E: IR@FTCSolar.com
# # #
FTC Solar, Inc.
Condensed Consolidated Statements of Comprehensive Results of Operations
(unaudited)
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands, except shares and per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
22,405 |
|
|
$ |
15,867 |
|
|
$ |
34,167 |
|
|
$ |
34,069 |
|
Service |
|
|
3,752 |
|
|
|
4,126 |
|
|
|
9,255 |
|
|
|
6,727 |
|
Total revenue |
|
|
26,157 |
|
|
|
19,993 |
|
|
|
43,422 |
|
|
|
40,796 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
24,605 |
|
|
|
18,876 |
|
|
|
38,413 |
|
|
|
38,987 |
|
Service |
|
|
3,786 |
|
|
|
5,036 |
|
|
|
8,470 |
|
|
|
9,175 |
|
Total cost of revenue |
|
|
28,391 |
|
|
|
23,912 |
|
|
|
46,883 |
|
|
|
48,162 |
|
Gross loss |
|
|
(2,234 |
) |
|
|
(3,919 |
) |
|
|
(3,461 |
) |
|
|
(7,366 |
) |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
1,209 |
|
|
|
1,129 |
|
|
|
2,327 |
|
|
|
2,053 |
|
Selling and marketing |
|
|
2,065 |
|
|
|
1,291 |
|
|
|
3,780 |
|
|
|
2,427 |
|
General and administrative |
|
|
8,219 |
|
|
|
5,160 |
|
|
|
16,217 |
|
|
|
10,213 |
|
Total operating expenses |
|
|
11,493 |
|
|
|
7,580 |
|
|
|
22,324 |
|
|
|
14,693 |
|
Loss from operations |
|
|
(13,727 |
) |
|
|
(11,499 |
) |
|
|
(25,785 |
) |
|
|
(22,059 |
) |
Interest expense |
|
|
(4,333 |
) |
|
|
(731 |
) |
|
|
(8,229 |
) |
|
|
(1,442 |
) |
Interest income |
|
|
5 |
|
|
|
5 |
|
|
|
10 |
|
|
|
11 |
|
Gain from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,204 |
|
Gain on sale of Atlas |
|
|
26 |
|
|
|
50 |
|
|
|
26 |
|
|
|
50 |
|
Gain (loss) from change in fair value of warrant liability |
|
|
(8,887 |
) |
|
|
(2,836 |
) |
|
|
39,855 |
|
|
|
1,768 |
|
Other income, net |
|
|
9 |
|
|
|
71 |
|
|
|
10 |
|
|
|
75 |
|
Loss from unconsolidated subsidiary |
|
|
— |
|
|
|
(451 |
) |
|
|
— |
|
|
|
(563 |
) |
Income (loss) before income taxes |
|
|
(26,907 |
) |
|
|
(15,391 |
) |
|
|
5,887 |
|
|
|
(18,956 |
) |
Provision for income taxes |
|
|
(217 |
) |
|
|
(39 |
) |
|
|
(412 |
) |
|
|
(293 |
) |
Net income (loss) |
|
|
(27,124 |
) |
|
|
(15,430 |
) |
|
|
5,475 |
|
|
|
(19,249 |
) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
|
119 |
|
|
|
81 |
|
|
|
218 |
|
|
|
109 |
|
Comprehensive income (loss) |
|
$ |
(27,005 |
) |
|
$ |
(15,349 |
) |
|
$ |
5,693 |
|
|
$ |
(19,140 |
) |
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(1.69 |
) |
|
$ |
(1.18 |
) |
|
$ |
0.35 |
|
|
$ |
(1.49 |
) |
Diluted |
|
$ |
(1.69 |
) |
|
$ |
(1.18 |
) |
|
$ |
(1.52 |
) |
|
$ |
(1.49 |
) |
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
16,048,941 |
|
|
|
13,098,825 |
|
|
|
15,809,947 |
|
|
|
12,948,189 |
|
Diluted |
|
|
16,048,941 |
|
|
|
13,098,825 |
|
|
|
22,635,642 |
|
|
|
12,948,189 |
|
FTC Solar, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except shares and per share data) |
|
June 30, |
|
|
December 31, 2025 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
10,075 |
|
|
$ |
21,105 |
|
Restricted cash |
|
|
1,000 |
|
|
|
— |
|
Accounts receivable, net of allowance for credit losses of $3,031 and $3,069 at June 30, 2026 and December 31, 2025, respectively |
|
|
48,670 |
|
|
|
55,743 |
|
Inventories |
|
|
9,989 |
|
|
|
9,627 |
|
Prepaid and other current assets |
|
|
13,582 |
|
|
|
11,294 |
|
Total current assets |
|
|
83,316 |
|
|
|
97,769 |
|
Operating lease right-of-use assets |
|
|
1,636 |
|
|
|
983 |
|
Property and equipment, net |
|
|
3,649 |
|
|
|
3,793 |
|
Goodwill |
|
|
7,657 |
|
|
|
7,444 |
|
Other assets |
|
|
1,801 |
|
|
|
1,823 |
|
Total assets |
|
$ |
98,059 |
|
|
$ |
111,812 |
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
11,436 |
|
|
$ |
13,247 |
|
Short-term debt |
|
|
22,641 |
|
|
|
12,681 |
|
Accrued expenses |
|
|
39,810 |
|
|
|
23,770 |
|
Income taxes payable |
|
|
570 |
|
|
|
630 |
|
Deferred revenue |
|
|
5,451 |
|
|
|
7,172 |
|
Other current liabilities |
|
|
11,321 |
|
|
|
10,725 |
|
Total current liabilities |
|
|
91,229 |
|
|
|
68,225 |
|
Long-term debt |
|
|
— |
|
|
|
9,921 |
|
Operating lease liability, net of current portion |
|
|
1,099 |
|
|
|
553 |
|
Deferred income taxes |
|
|
207 |
|
|
|
— |
|
Warrant liability |
|
|
34,660 |
|
|
|
74,515 |
|
Other non-current liabilities |
|
|
1,210 |
|
|
|
1,556 |
|
Total liabilities |
|
|
128,405 |
|
|
|
154,770 |
|
Commitments and contingencies |
|
|
|
|
|
|
||
Stockholders’ deficit |
|
|
|
|
|
|
||
Preferred stock par value of $0.0001 per share, 10,000,000 shares authorized; none issued as of June 30, 2026 and December 31, 2025 |
|
|
— |
|
|
|
— |
|
Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 16,455,751 and 15,537,344 shares issued and outstanding as of June 30, 2026 and December 31, 2025 |
|
|
2 |
|
|
|
2 |
|
Treasury stock, at cost; 1,076,257 shares as of June 30, 2026 and December 31, 2025 |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
391,567 |
|
|
|
384,648 |
|
Accumulated other comprehensive loss |
|
|
(72 |
) |
|
|
(290 |
) |
Accumulated deficit |
|
|
(421,843 |
) |
|
|
(427,318 |
) |
Total stockholders’ deficit |
|
|
(30,346 |
) |
|
|
(42,958 |
) |
Total liabilities and stockholders’ deficit |
|
$ |
98,059 |
|
|
$ |
111,812 |
|
FTC Solar, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
|
Six months ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
5,475 |
|
|
$ |
(19,249 |
) |
Adjustments to reconcile net income (loss) to cash used in operating activities: |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
5,503 |
|
|
|
1,216 |
|
Depreciation and amortization |
|
|
795 |
|
|
|
607 |
|
Gain from change in fair value of warrant liability |
|
|
(39,855 |
) |
|
|
(1,768 |
) |
Gain from sale of property and equipment |
|
|
— |
|
|
|
(3 |
) |
Amortization of debt discount and issue costs |
|
|
4,698 |
|
|
|
427 |
|
Paid-in-kind non-cash interest |
|
|
2,144 |
|
|
|
1,001 |
|
Provision for obsolete and slow-moving inventory |
|
|
667 |
|
|
|
— |
|
Loss from unconsolidated subsidiary |
|
|
— |
|
|
|
563 |
|
Gain from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
(3,204 |
) |
Warranties issued and remediation added |
|
|
1,107 |
|
|
|
1,614 |
|
Warranty recoverable from manufacturer |
|
|
160 |
|
|
|
191 |
|
Credit loss provisions (credits) |
|
|
(38 |
) |
|
|
192 |
|
Deferred income taxes |
|
|
207 |
|
|
|
425 |
|
Lease expense |
|
|
528 |
|
|
|
594 |
|
Impact on cash from changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
7,111 |
|
|
|
(5,956 |
) |
Inventories |
|
|
(1,029 |
) |
|
|
2,828 |
|
Prepaid and other current assets |
|
|
(2,322 |
) |
|
|
1,193 |
|
Other assets |
|
|
(121 |
) |
|
|
(392 |
) |
Accounts payable |
|
|
(1,853 |
) |
|
|
4,819 |
|
Accruals and other current liabilities |
|
|
15,335 |
|
|
|
9,507 |
|
Deferred revenue |
|
|
(1,721 |
) |
|
|
(3,814 |
) |
Other non-current liabilities |
|
|
(709 |
) |
|
|
(830 |
) |
Lease payments and other, net |
|
|
(534 |
) |
|
|
(691 |
) |
Net cash used in operations |
|
|
(4,478 |
) |
|
|
(10,780 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(595 |
) |
|
|
(268 |
) |
Proceeds from sale of Atlas software platform |
|
|
26 |
|
|
|
50 |
|
Proceeds from sale of property and equipment |
|
|
— |
|
|
|
3 |
|
Proceeds from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
3,204 |
|
Net cash (used in) provided by investing activities |
|
|
(569 |
) |
|
|
2,989 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayments of borrowings |
|
|
(6,260 |
) |
|
|
— |
|
Proceeds from sale of common stock |
|
|
1,472 |
|
|
|
— |
|
Stock offering costs paid |
|
|
(39 |
) |
|
|
— |
|
Financing costs paid |
|
|
(170 |
) |
|
|
— |
|
Proceeds from stock option exercises |
|
|
— |
|
|
|
3 |
|
Net cash (used in) provided by financing activities |
|
|
(4,997 |
) |
|
|
3 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
14 |
|
|
|
60 |
|
Decrease in cash, cash equivalents and restricted cash |
|
|
(10,030 |
) |
|
|
(7,728 |
) |
Cash and cash equivalents at beginning of period |
|
|
21,105 |
|
|
|
11,247 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
11,075 |
|
|
$ |
3,519 |
|
Notes to Reconciliations of Non-GAAP Financial Measures to Nearest Comparable GAAP Measures
We utilize Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS as supplemental measures of our performance. We define Adjusted EBITDA as net 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.
Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). We present these Non-GAAP measures, many of which are commonly used by investors and analysts, because we believe they assist those investors and analysts in comparing our performance across reporting periods on an ongoing basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to evaluate the effectiveness of our business strategies.
Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, and you should not rely on any single financial measure to evaluate our business. These Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure as disclosed below.
The following table reconciles Non-GAAP gross loss to the most closely related GAAP measure for the three and six months ended June 30, 2026 and 2025, respectively:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
U.S. GAAP revenue |
|
$ |
26,157 |
|
|
$ |
19,993 |
|
|
$ |
43,422 |
|
|
$ |
40,796 |
|
U.S. GAAP gross loss |
|
$ |
(2,234 |
) |
|
$ |
(3,919 |
) |
|
$ |
(3,461 |
) |
|
$ |
(7,366 |
) |
Depreciation expense |
|
|
257 |
|
|
|
185 |
|
|
|
447 |
|
|
|
358 |
|
Amortization expense |
|
|
— |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
Stock-based compensation |
|
|
647 |
|
|
|
248 |
|
|
|
1,292 |
|
|
|
491 |
|
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34 |
|
Non-GAAP gross loss |
|
$ |
(1,330 |
) |
|
$ |
(3,486 |
) |
|
$ |
(1,708 |
) |
|
$ |
(6,483 |
) |
Non-GAAP gross margin percentage |
|
|
(5.1 |
%) |
|
|
(17.4 |
%) |
|
|
(3.9 |
%) |
|
|
(15.9 |
%) |
The following table reconciles Non-GAAP operating expenses to the most closely related GAAP measure for the three and six months ended June 30, 2026 and 2025, respectively:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
U.S. GAAP operating expenses |
|
$ |
11,493 |
|
|
$ |
7,580 |
|
|
$ |
22,324 |
|
|
$ |
14,693 |
|
Depreciation expense |
|
|
(173 |
) |
|
|
(120 |
) |
|
|
(334 |
) |
|
|
(249 |
) |
Stock-based compensation |
|
|
(1,519 |
) |
|
|
(688 |
) |
|
|
(4,211 |
) |
|
|
(725 |
) |
CEO transition |
|
|
(1,319 |
) |
|
|
(228 |
) |
|
|
(1,454 |
) |
|
|
(388 |
) |
Reverse stock split |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(141 |
) |
Non-GAAP operating expenses |
|
$ |
8,482 |
|
|
$ |
6,544 |
|
|
$ |
16,325 |
|
|
$ |
13,189 |
|
The following table reconciles Non-GAAP Adjusted EBITDA to the related GAAP measure of loss from operations for the three and six months ended June 30, 2026 and 2025, respectively:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
U.S. GAAP loss from operations |
|
$ |
(13,727 |
) |
|
$ |
(11,499 |
) |
|
$ |
(25,785 |
) |
|
$ |
(22,059 |
) |
Depreciation expense |
|
|
430 |
|
|
|
305 |
|
|
|
781 |
|
|
|
607 |
|
Amortization expense |
|
|
— |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
Stock-based compensation |
|
|
2,166 |
|
|
|
936 |
|
|
|
5,503 |
|
|
|
1,216 |
|
CEO transition |
|
|
1,319 |
|
|
|
228 |
|
|
|
1,454 |
|
|
|
388 |
|
Reverse stock split |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Severance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
175 |
|
Other income, net |
|
|
9 |
|
|
|
71 |
|
|
|
10 |
|
|
|
75 |
|
Gain on sale of Atlas |
|
|
26 |
|
|
|
50 |
|
|
|
26 |
|
|
|
50 |
|
Loss from unconsolidated subsidiary |
|
|
— |
|
|
|
(451 |
) |
|
|
— |
|
|
|
(563 |
) |
Adjusted EBITDA |
|
$ |
(9,777 |
) |
|
$ |
(10,360 |
) |
|
$ |
(17,997 |
) |
|
$ |
(20,110 |
) |
The following table reconciles Non-GAAP Adjusted EBITDA and Adjusted Net Loss to the related GAAP measure of net income (loss) for the three months ended June 30, 2026 and 2025, respectively:
|
|
Three months ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
(in thousands, except shares and per share data) |
|
Adjusted EBITDA |
|
|
Adjusted Net Loss |
|
|
Adjusted EBITDA |
|
|
Adjusted Net Loss |
|
||||
Net loss per U.S. GAAP |
|
$ |
(27,124 |
) |
|
$ |
(27,124 |
) |
|
$ |
(15,430 |
) |
|
$ |
(15,430 |
) |
Reconciling items - |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
217 |
|
|
|
— |
|
|
|
39 |
|
|
|
— |
|
Interest expense |
|
|
4,333 |
|
|
|
— |
|
|
|
731 |
|
|
|
— |
|
Interest income |
|
|
(5 |
) |
|
|
— |
|
|
|
(5 |
) |
|
|
— |
|
Amortization of debt discount and issue costs in interest expense |
|
|
— |
|
|
|
2,500 |
|
|
|
— |
|
|
|
217 |
|
Depreciation expense |
|
|
430 |
|
|
|
— |
|
|
|
305 |
|
|
|
— |
|
Stock-based compensation |
|
|
2,166 |
|
|
|
2,166 |
|
|
|
936 |
|
|
|
936 |
|
Loss from change in fair value of warrant liability(a) |
|
|
8,887 |
|
|
|
8,887 |
|
|
|
2,836 |
|
|
|
2,836 |
|
CEO transition(b) |
|
|
1,319 |
|
|
|
1,319 |
|
|
|
228 |
|
|
|
228 |
|
Adjusted Non-GAAP amounts |
|
$ |
(9,777 |
) |
|
$ |
(12,252 |
) |
|
$ |
(10,360 |
) |
|
$ |
(11,213 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted Non-GAAP net loss per share (Adjusted EPS): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
N/A |
|
|
$ |
(0.76 |
) |
|
N/A |
|
|
$ |
(0.86 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
N/A |
|
|
|
16,048,941 |
|
|
N/A |
|
|
|
13,098,825 |
|
||
(a) |
We exclude non-cash changes in the fair value of our outstanding warrants as we do not consider such changes to impact or reflect changes in our core operating performance. |
(b) |
In April 2026, we transitioned to a new CEO. As a result of that change, we recognized approximately $1.2 million in severance costs associated with our former CEO. We also agreed to pay an upfront sign-on bonus to our new CEO in two equal annual installments in April 2027 and April 2028. We are accruing the cost of these sign-on bonus payments over the service period of our new CEO. Upon hiring our former CEO in August 2024, we had agreed to upfront and incremental sign-on bonuses (collectively, the " former CEO sign-on bonuses"). These former CEO sign-on bonuses were expensed over the applicable service periods of our former CEO through April 2026. We do not view the sign-on bonuses to be paid to our new CEO or those paid to our former CEO as being part of their normal ongoing annual compensation arrangements. |