FTC Solar Q3 adjusted EBITDA loss widens to $5.2M
The approximately $640 million backlog includes executed contracts and awarded orders; certain later-delivery projects lack binding pricing.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
FTC Solar, Inc. (FTCI) reported third-quarter 2026 revenue of $32.8 million, up 26.1% year over year and 25.4% sequentially. GAAP gross profit was $1.9 million, versus a $2.2 million loss in the prior quarter. GAAP net income was $6.7 million, including a $19.5 million gain from the change in fair value of warrant liability; non-GAAP Adjusted EBITDA was a loss of $5.2 million, versus $4.0 million a year earlier.
FTC Solar expects fourth-quarter revenue of $44.0 million to $52.0 million, approximately 46% growth at the midpoint, and expects Adjusted EBITDA profitability in Q1 2027 and full-year profitability in 2027. Subsequent awards included contracted 750-MW North American, 118-MW and 121-MW Indian projects and an awarded 175-MW U.S. project. At September 30, cash, cash equivalents and restricted cash totaled $16.7 million, against $24.8 million of short-term debt.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose 26.1% year over year to $32.8 million.
Negative
- Moderate pointAdjusted EBITDA loss: $5.2 million, versus $4.0 million a year earlier.
Filing Explained
The roughly six hundred forty million dollar backlog measure includes awards that may lack signed contracts or binding prices.
This Form 8-K furnishes FTC Solar’s third-quarter results and subsequent project updates; under its AGR agreement, 30 MW is contracted against a 500-MW initial target, so the full target is not disclosed as contracted.
The company reports approximately
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
fair value of warrant liability financial
contracted and awarded orders financial
Non-GAAP gross margin percentage financial
Earnings Snapshot
Fourth-quarter revenue of $44.0 million to $52.0 million, approximately 46% growth relative to Q3 at the midpoint; the company expects Adjusted EBITDA profitability in Q1 2027 and full-year profitability in 2027.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did FTCI report in Q3 2026?
What is FTCI's Q4 2026 revenue guidance?
What does FTCI include in its backlog?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): |
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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:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 |
Results of Operations and Financial Condition. |
On November 4, 2026, the Company issued a press release regarding its financial results for the third quarter ended September 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 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press release by FTC Solar, Inc. dated November 4, 2026 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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FTC SOLAR, INC. |
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Date: |
November 4, 2026 |
By: |
/s/ Cathy Behnen |
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Cathy Behnen, |
Exhibit 99.1
FTC Solar Announces Third Quarter 2026 Financial Results
Third Quarter Highlights and Recent Developments
AUSTIN, Texas — November 4, 2026– FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, today announced financial results for the third quarter ended September 30, 2026.
“We delivered a strong quarter with revenue up 25% sequentially and margins ahead of our targets,” said Anthony Carroll, CEO of FTC Solar. “We expect continued significant growth in the fourth quarter with a path to EBITDA profitability in the first quarter of next year. With significant new awards and growing momentum across North America, India, Australia, and Europe and with AI and robotics enhancing our current and future productivity, we’re well positioned for a strong 2027. Additionally, we obtained independent validation from DNV that our tracker installs in an industry-leading 81 labor hours per megawatt, confirming what customers are telling us: speed in the field is a winning competitive advantage.”
Third Quarter Results
Total third-quarter revenue was $32.8 million. This represents an increase of 25.4% compared to the prior quarter revenue and an increase of 26.1% compared to the year-ago quarter.
GAAP gross profit was $1.9 million, or 5.8% of revenue, compared to gross loss of $2.2 million, or 8.5% of revenue, in the prior quarter. Non-GAAP gross profit was $2.8 million or 8.4% of revenue. This compares to Non-GAAP gross profit of $2.0 million in the prior-year period.
Summary Financial Performance: Q3 2026 compared to Q3 2025
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U.S. GAAP |
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Non-GAAP(b) |
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Three months ended September 30, |
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(in thousands, except per share data) |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
32,813 |
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$ |
26,030 |
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$ |
32,813 |
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$ |
26,030 |
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Gross margin percentage |
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5.8 |
% |
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6.1 |
% |
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8.4 |
% |
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7.7 |
% |
Total operating expenses |
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$ |
10,441 |
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$ |
9,299 |
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$ |
8,096 |
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$ |
7,986 |
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Loss from operations(a) |
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$ |
(8,540 |
) |
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$ |
(7,705 |
) |
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$ |
(5,181 |
) |
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$ |
(3,962 |
) |
Net income (loss) |
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$ |
6,702 |
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$ |
(23,938 |
) |
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$ |
(7,557 |
) |
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$ |
(5,320 |
) |
Diluted loss per share |
|
$ |
(0.54 |
) |
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$ |
(1.61 |
) |
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$ |
(0.44 |
) |
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$ |
(0.36 |
) |
GAAP operating expenses were $10.4 million. On a Non-GAAP basis, operating expenses were $8.1 million. This compares to Non-GAAP operating expenses of $8.5 million1 in the prior quarter and $8.0 million in the year-ago quarter.
GAAP net income was $6.7 million, or a loss of $0.54 per diluted share, compared to loss of $27.1 million or a loss of $1.69 per diluted share in the prior quarter and a net loss of $23.9 million or $1.61 per diluted share in the year-ago quarter.
Adjusted EBITDA loss, which excludes approximately $11.9 million for (i) a gain from the change in fair value of the warrant liability, (ii) certain CEO transition and employee severance costs, and (iii) other non-cash items, was $5.2 million, compared to Adjusted EBITDA losses of $9.8 million1 in the prior quarter and $4.0 million in the year-ago quarter.
The contracted portion of the company's backlog2 now stands at approximately $640 million.
Subsequent Events
Subsequent to quarter end, the company received a number of new project awards, contracts and other agreements across various geographies. A few highlights include:
North America
Europe
India
Australia
Outlook
The company expects fourth quarter revenue to grow by approximately 46% relative to the third quarter, based on the midpoint of the guidance range. The company expects to see continued sequential revenue growth in the first
quarter of 2027 and to achieve profitability on an Adjusted EBITDA basis. In addition, the company expects to see significant revenue growth in 2027, with full-year profitability.
(in millions) |
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3Q'26 |
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3Q'26 |
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4Q'26 |
Revenue |
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$30.0 – $35.0 |
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$32.8 |
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$44.0 – $52.0 |
Non-GAAP Gross Profit (Loss) |
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$(0.9) – $1.8 |
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$2.8 |
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$5.0 – $8.3 |
Non-GAAP Gross Margin |
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(3.0%) – 5.1% |
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8.4% |
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11.4% – 15.9% |
Non-GAAP operating expenses |
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$7.7 – $8.3 |
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$8.1 |
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$8.2 – $8.8 |
Non-GAAP adjusted EBITDA |
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$(9.3) – $(6.0) |
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$(5.2) |
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$(3.9) – $0.0 |
Third 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 third quarter results, its outlook and other business items. This call will be webcast and can be accessed within the Investor Relations section of FTC Solar's website at https://investor.ftcsolar.com. A replay of the conference call will also be available on the website for 30 days following the webcast.
About FTC Solar Inc.
Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a global provider of solar tracker systems, technology, software, and engineering services. Solar trackers significantly increase energy production at solar power installations by dynamically optimizing solar panel orientation to the sun. FTC Solar’s innovative tracker designs provide compelling performance and reliability, with an industry-leading installation cost-per-watt advantage.
Footnotes
1. A reconciliation of 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 August 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)
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Three months ended September 30, |
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Nine months ended September 30, |
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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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2026 |
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2025 |
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Revenue: |
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Product |
|
$ |
32,185 |
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$ |
20,061 |
|
|
$ |
66,352 |
|
|
$ |
54,130 |
|
Service |
|
|
628 |
|
|
|
5,969 |
|
|
|
9,883 |
|
|
|
12,696 |
|
Total revenue |
|
|
32,813 |
|
|
|
26,030 |
|
|
|
76,235 |
|
|
|
66,826 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
31,397 |
|
|
|
18,550 |
|
|
|
69,810 |
|
|
|
57,537 |
|
Service |
|
|
(485 |
) |
|
|
5,886 |
|
|
|
7,985 |
|
|
|
15,061 |
|
Total cost of revenue |
|
|
30,912 |
|
|
|
24,436 |
|
|
|
77,795 |
|
|
|
72,598 |
|
Gross profit (loss) |
|
|
1,901 |
|
|
|
1,594 |
|
|
|
(1,560 |
) |
|
|
(5,772 |
) |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
930 |
|
|
|
1,228 |
|
|
|
3,257 |
|
|
|
3,281 |
|
Selling and marketing |
|
|
2,248 |
|
|
|
1,672 |
|
|
|
6,028 |
|
|
|
4,099 |
|
General and administrative |
|
|
7,263 |
|
|
|
6,399 |
|
|
|
23,480 |
|
|
|
16,612 |
|
Total operating expenses |
|
|
10,441 |
|
|
|
9,299 |
|
|
|
32,765 |
|
|
|
23,992 |
|
Loss from operations |
|
|
(8,540 |
) |
|
|
(7,705 |
) |
|
|
(34,325 |
) |
|
|
(29,764 |
) |
Interest expense |
|
|
(4,292 |
) |
|
|
(1,988 |
) |
|
|
(12,521 |
) |
|
|
(3,430 |
) |
Interest income |
|
|
99 |
|
|
|
6 |
|
|
|
109 |
|
|
|
17 |
|
Gain from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,204 |
|
Gain on sale of Atlas |
|
|
— |
|
|
|
90 |
|
|
|
26 |
|
|
|
140 |
|
Gain (loss) from change in fair value of warrant liability |
|
|
19,480 |
|
|
|
(16,066 |
) |
|
|
59,335 |
|
|
|
(14,298 |
) |
Loss on extinguishment of debt |
|
|
— |
|
|
|
(173 |
) |
|
|
— |
|
|
|
(173 |
) |
Other income, net |
|
|
165 |
|
|
|
35 |
|
|
|
175 |
|
|
|
110 |
|
Income from unconsolidated subsidiary |
|
|
— |
|
|
|
1,907 |
|
|
|
— |
|
|
|
1,344 |
|
Income (loss) before income taxes |
|
|
6,912 |
|
|
|
(23,894 |
) |
|
|
12,799 |
|
|
|
(42,850 |
) |
Provision for income taxes |
|
|
(210 |
) |
|
|
(44 |
) |
|
|
(622 |
) |
|
|
(337 |
) |
Net income (loss) |
|
|
6,702 |
|
|
|
(23,938 |
) |
|
|
12,177 |
|
|
|
(43,187 |
) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
|
110 |
|
|
|
37 |
|
|
|
328 |
|
|
|
146 |
|
Comprehensive income (loss) |
|
$ |
6,812 |
|
|
$ |
(23,901 |
) |
|
$ |
12,505 |
|
|
$ |
(43,041 |
) |
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.39 |
|
|
$ |
(1.61 |
) |
|
$ |
0.75 |
|
|
$ |
(3.17 |
) |
Diluted |
|
$ |
(0.54 |
) |
|
$ |
(1.61 |
) |
|
$ |
(2.06 |
) |
|
$ |
(3.17 |
) |
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
17,084,491 |
|
|
|
14,899,638 |
|
|
|
16,239,464 |
|
|
|
13,626,800 |
|
Diluted |
|
|
23,473,081 |
|
|
|
14,899,638 |
|
|
|
22,919,497 |
|
|
|
13,626,800 |
|
FTC Solar, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except shares and per share data) |
|
September 30, |
|
|
December 31, 2025 |
|
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ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
5,076 |
|
|
$ |
21,105 |
|
Restricted cash |
|
|
11,608 |
|
|
|
— |
|
Accounts receivable, net of allowance for credit losses of $3,086 and $3,069 at September 30, 2026 and December 31, 2025, respectively |
|
|
57,730 |
|
|
|
55,743 |
|
Inventories |
|
|
8,139 |
|
|
|
9,627 |
|
Prepaid and other current assets |
|
|
21,025 |
|
|
|
11,294 |
|
Total current assets |
|
|
103,578 |
|
|
|
97,769 |
|
Operating lease right-of-use assets |
|
|
1,506 |
|
|
|
983 |
|
Finance lease right-of-use assets |
|
|
435 |
|
|
|
— |
|
Property and equipment, net |
|
|
3,550 |
|
|
|
3,793 |
|
Goodwill |
|
|
7,748 |
|
|
|
7,444 |
|
Other assets |
|
|
2,227 |
|
|
|
1,823 |
|
Total assets |
|
$ |
119,044 |
|
|
$ |
111,812 |
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
16,162 |
|
|
$ |
13,247 |
|
Short-term debt |
|
|
24,780 |
|
|
|
12,681 |
|
Accrued expenses |
|
|
56,725 |
|
|
|
23,770 |
|
Income taxes payable |
|
|
748 |
|
|
|
630 |
|
Deferred revenue |
|
|
8,672 |
|
|
|
7,172 |
|
Other current liabilities |
|
|
13,396 |
|
|
|
10,725 |
|
Total current liabilities |
|
|
120,483 |
|
|
|
68,225 |
|
Long-term debt |
|
|
— |
|
|
|
9,921 |
|
Operating lease liability, net of current portion |
|
|
947 |
|
|
|
553 |
|
Finance lease liability, net of current portion |
|
|
334 |
|
|
|
— |
|
Deferred income taxes |
|
|
229 |
|
|
|
— |
|
Warrant liability |
|
|
13,157 |
|
|
|
74,515 |
|
Other non-current liabilities |
|
|
1,309 |
|
|
|
1,556 |
|
Total liabilities |
|
|
136,459 |
|
|
|
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 September 30, 2026 and December 31, 2025 |
|
|
— |
|
|
|
— |
|
Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 18,152,140 and 15,537,344 shares issued and outstanding as of September 30, 2026 and December 31, 2025 |
|
|
2 |
|
|
|
2 |
|
Treasury stock, at cost; 1,076,257 shares as of September 30, 2026 and December 31, 2025 |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
397,686 |
|
|
|
384,648 |
|
Accumulated other comprehensive gain (loss) |
|
|
38 |
|
|
|
(290 |
) |
Accumulated deficit |
|
|
(415,141 |
) |
|
|
(427,318 |
) |
Total stockholders’ deficit |
|
|
(17,415 |
) |
|
|
(42,958 |
) |
Total liabilities and stockholders’ deficit |
|
$ |
119,044 |
|
|
$ |
111,812 |
|
FTC Solar, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
|
Nine months ended September 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
12,177 |
|
|
$ |
(43,187 |
) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
7,604 |
|
|
|
2,343 |
|
Depreciation and amortization |
|
|
1,249 |
|
|
|
897 |
|
(Gain) loss from change in fair value of warrant liability |
|
|
(59,335 |
) |
|
|
14,298 |
|
Amortization of debt discount and issue costs |
|
|
7,155 |
|
|
|
1,385 |
|
Paid-in-kind non-cash interest |
|
|
3,267 |
|
|
|
1,567 |
|
Provision for obsolete and slow-moving inventory |
|
|
1,467 |
|
|
|
— |
|
Income from unconsolidated subsidiary |
|
|
— |
|
|
|
(1,344 |
) |
Gain from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
(3,204 |
) |
Gain on sale of Atlas |
|
|
(26 |
) |
|
|
(140 |
) |
Loss on extinguishment of debt |
|
|
— |
|
|
|
173 |
|
Warranties issued and remediation added |
|
|
2,235 |
|
|
|
2,073 |
|
Warranty recoverable from manufacturer |
|
|
60 |
|
|
|
271 |
|
Credit loss provisions |
|
|
16 |
|
|
|
566 |
|
Deferred income taxes |
|
|
229 |
|
|
|
425 |
|
Lease expense |
|
|
784 |
|
|
|
884 |
|
Impact on cash from changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
(2,003 |
) |
|
|
(9,875 |
) |
Inventories |
|
|
21 |
|
|
|
2,489 |
|
Prepaid and other current assets |
|
|
(9,850 |
) |
|
|
(399 |
) |
Other assets |
|
|
(191 |
) |
|
|
(344 |
) |
Accounts payable |
|
|
2,823 |
|
|
|
3,150 |
|
Accruals and other current liabilities |
|
|
33,763 |
|
|
|
5,696 |
|
Deferred revenue |
|
|
1,500 |
|
|
|
(898 |
) |
Other non-current liabilities |
|
|
(1,021 |
) |
|
|
(1,208 |
) |
Lease payments and other, net |
|
|
(847 |
) |
|
|
(1,034 |
) |
Net cash provided by (used in) operations |
|
|
1,077 |
|
|
|
(25,416 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(885 |
) |
|
|
(793 |
) |
Proceeds from sale of Atlas software platform |
|
|
26 |
|
|
|
140 |
|
Proceeds from sale of property and equipment |
|
|
— |
|
|
|
6 |
|
Proceeds from disposal of investment in unconsolidated subsidiary |
|
|
— |
|
|
|
3,204 |
|
Net cash (used in) provided by investing activities |
|
|
(859 |
) |
|
|
2,557 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from borrowings |
|
|
— |
|
|
|
35,955 |
|
Repayments of borrowings |
|
|
(7,406 |
) |
|
|
— |
|
Proceeds from sale of common stock |
|
|
3,335 |
|
|
|
— |
|
Stock offering costs paid |
|
|
(78 |
) |
|
|
— |
|
Financing costs paid |
|
|
(465 |
) |
|
|
(58 |
) |
Finance lease principal payments |
|
|
(24 |
) |
|
|
— |
|
Proceeds from stock option exercises |
|
|
— |
|
|
|
3 |
|
Net cash (used in) provided by financing activities |
|
|
(4,638 |
) |
|
|
35,900 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(1 |
) |
|
|
81 |
|
Increase (decrease) in cash, cash equivalents and restricted cash |
|
|
(4,421 |
) |
|
|
13,122 |
|
Cash and cash equivalents at beginning of period |
|
|
21,105 |
|
|
|
11,247 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
16,684 |
|
|
$ |
24,369 |
|
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, 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, 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 nine months ended September 30, 2026 and 2025, respectively:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
U.S. GAAP revenue |
|
$ |
32,813 |
|
|
$ |
26,030 |
|
|
$ |
76,235 |
|
|
$ |
66,826 |
|
U.S. GAAP gross profit (loss) |
|
$ |
1,901 |
|
|
$ |
1,594 |
|
|
$ |
(1,560 |
) |
|
$ |
(5,772 |
) |
Depreciation expense |
|
|
343 |
|
|
|
151 |
|
|
|
790 |
|
|
|
509 |
|
Amortization expense |
|
|
24 |
|
|
|
— |
|
|
|
38 |
|
|
|
— |
|
Stock-based compensation |
|
|
286 |
|
|
|
247 |
|
|
|
1,578 |
|
|
|
738 |
|
Severance costs |
|
|
196 |
|
|
|
— |
|
|
|
196 |
|
|
|
34 |
|
Non-GAAP gross profit (loss) |
|
$ |
2,750 |
|
|
$ |
1,992 |
|
|
$ |
1,042 |
|
|
$ |
(4,491 |
) |
Non-GAAP gross margin percentage |
|
|
8.4 |
% |
|
|
7.7 |
% |
|
|
1.4 |
% |
|
|
(6.7 |
%) |
The following table reconciles Non-GAAP operating expenses to the most closely related GAAP measure for the three and nine months ended September 30, 2026 and 2025, respectively:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
U.S. GAAP operating expenses |
|
$ |
10,441 |
|
|
$ |
9,299 |
|
|
$ |
32,765 |
|
|
$ |
23,992 |
|
Depreciation expense |
|
|
(87 |
) |
|
|
(139 |
) |
|
|
(421 |
) |
|
|
(388 |
) |
Stock-based compensation |
|
|
(1,815 |
) |
|
|
(880 |
) |
|
|
(6,026 |
) |
|
|
(1,605 |
) |
CEO transition |
|
|
(164 |
) |
|
|
(194 |
) |
|
|
(1,618 |
) |
|
|
(582 |
) |
Reverse stock split |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Severance costs |
|
|
(279 |
) |
|
|
— |
|
|
|
(279 |
) |
|
|
(141 |
) |
Special stockholders' meeting |
|
|
— |
|
|
|
(100 |
) |
|
|
— |
|
|
|
(100 |
) |
Non-GAAP operating expenses |
|
$ |
8,096 |
|
|
$ |
7,986 |
|
|
$ |
24,421 |
|
|
$ |
21,175 |
|
The following table reconciles Non-GAAP Adjusted EBITDA to the related GAAP measure of loss from operations for the three and nine months ended September 30, 2026 and 2025, respectively:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
U.S. GAAP loss from operations |
|
$ |
(8,540 |
) |
|
$ |
(7,705 |
) |
|
$ |
(34,325 |
) |
|
$ |
(29,764 |
) |
Depreciation expense |
|
|
430 |
|
|
|
290 |
|
|
|
1,211 |
|
|
|
897 |
|
Amortization expense |
|
|
24 |
|
|
|
— |
|
|
|
38 |
|
|
|
— |
|
Stock-based compensation |
|
|
2,101 |
|
|
|
1,127 |
|
|
|
7,604 |
|
|
|
2,343 |
|
CEO transition |
|
|
164 |
|
|
|
194 |
|
|
|
1,618 |
|
|
|
582 |
|
Reverse stock split |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Severance costs |
|
|
475 |
|
|
|
— |
|
|
|
475 |
|
|
|
175 |
|
Special stockholders' meeting |
|
|
— |
|
|
|
100 |
|
|
|
— |
|
|
|
100 |
|
Other income, net |
|
|
165 |
|
|
|
35 |
|
|
|
175 |
|
|
|
110 |
|
Gain on sale of Atlas |
|
|
— |
|
|
|
90 |
|
|
|
26 |
|
|
|
140 |
|
Income from unconsolidated subsidiary |
|
|
— |
|
|
|
1,907 |
|
|
|
— |
|
|
|
1,344 |
|
Adjusted EBITDA |
|
$ |
(5,181 |
) |
|
$ |
(3,962 |
) |
|
$ |
(23,178 |
) |
|
$ |
(24,072 |
) |
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 September 30, 2026 and 2025, respectively:
|
|
Three months ended September 30, |
|
|||||||||||||
|
|
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 |
|
$ |
6,702 |
|
|
$ |
6,702 |
|
|
$ |
(23,938 |
) |
|
$ |
(23,938 |
) |
Reconciling items - |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
210 |
|
|
|
— |
|
|
|
44 |
|
|
|
— |
|
Interest expense |
|
|
4,292 |
|
|
|
— |
|
|
|
1,988 |
|
|
|
— |
|
Interest income |
|
|
(99 |
) |
|
|
— |
|
|
|
(6 |
) |
|
|
— |
|
Amortization of debt discount and issue costs in interest expense |
|
|
— |
|
|
|
2,457 |
|
|
|
— |
|
|
|
958 |
|
Depreciation expense |
|
|
430 |
|
|
|
— |
|
|
|
290 |
|
|
|
— |
|
Amortization expense |
|
|
24 |
|
|
|
24 |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation |
|
|
2,101 |
|
|
|
2,101 |
|
|
|
1,127 |
|
|
|
1,127 |
|
Loss from change in fair value of warrant liability(a) |
|
|
(19,480 |
) |
|
|
(19,480 |
) |
|
|
16,066 |
|
|
|
16,066 |
|
Loss on extinguishment of debt(b) |
|
|
— |
|
|
|
— |
|
|
|
173 |
|
|
|
173 |
|
CEO transition(c) |
|
|
164 |
|
|
|
164 |
|
|
|
194 |
|
|
|
194 |
|
Severance costs(d) |
|
|
475 |
|
|
|
475 |
|
|
|
— |
|
|
|
— |
|
Special stockholders' meeting(e) |
|
|
— |
|
|
|
— |
|
|
|
100 |
|
|
|
100 |
|
Adjusted Non-GAAP amounts |
|
$ |
(5,181 |
) |
|
$ |
(7,557 |
) |
|
$ |
(3,962 |
) |
|
$ |
(5,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted Non-GAAP net loss per share (Adjusted EPS): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
N/A |
|
|
$ |
(0.44 |
) |
|
N/A |
|
|
$ |
(0.36 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
N/A |
|
|
|
17,084,491 |
|
|
N/A |
|
|
|
14,899,638 |
|
||
(a) |
We exclude non-cash changes in the fair value of our outstanding warrants as we do not consider such changes to impact or reflect changes in our core operating performance. |
(b) |
We exclude the loss on extinguishment of debt arising from our July 2, 2025 Credit Agreement and related amendments to our existing debt as we do not consider such changes to impact or reflect changes in our core operating performance. |
(c) |
In April 2026, we transitioned to a new 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. |
(d) |
Involuntary severance costs were incurred during the third quarter of 2026, due to restructuring changes to align headcount with the Company's strategic focus to adjust our overhead costs and activities to better address customer needs and to take advantage of continued process efficiencies. |
(e) |
We exclude the costs associated with a special stockholders' meeting held in September 2025 to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of an aggregate 6,836,237 shares of our common stock issuable upon exercise of the New Warrants granted to the Lenders under the Credit Agreement we entered into on July 2, 2025, as we do not consider such costs to impact our ongoing core operating performance. |