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FTC Solar Announces Fourth Quarter 2025 Financial Results

Fourth Quarter Highlights and Recent Developments

Fourth quarter revenue of $32.9 million, up 26% q/q, 148.9% y/y, in line with target guidance
Gross margin improvement of approximately 1,500 basis points q/q and 4,900 points y/y
Awarded 1GW supply agreement with leading developer for 1P and 2P trackers in U.S.
Secured 840MW supply agreement with Lubanzi for 1P and 2P trackers in South Africa

 

AUSTIN, Texas — March 5, 2026– FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, today announced financial results for the fourth quarter that ended December 31, 2025.

 

“I’m pleased to share that our fourth quarter results came in at the high-end of our target ranges and we continued to position the company for long-term success,” said Yann Brandt, President and Chief Executive Officer of FTC Solar. “Quarterly revenue grew 26% sequentially, and nearly 150% year-over-year, gross margin was one of the highest in company history, and we posted our best Adjusted EBITDA performance in six years.

 

On the commercial front, our compelling product lineup has led to significant advancement in customer positioning, including positive and accelerating net bookings for the period, new multi-year supply agreements, and being added to multiple Tier 1 approved vendor lists. FTC is well positioned to gain significant share in the dynamic tracker market.”

“Our fourth quarter results were a fitting end to a full-year 2025 that saw us grow revenue by more than 110%, as we continued our recovery, launched compelling new product features, and expanded our pipeline with more customers and larger projects. While the company is not immune to the impacts of regulatory uncertainty-related booking delays in 2025, our commercial traction continues to improve. Overall, we expect to see continued acceleration in our bookings in 2026 and to continue outpacing industry revenue growth rates as our recovery progresses.”

 

Fourth Quarter Results

Total fourth-quarter revenue was $32.9 million, which was in line with our target range. This revenue level represents an increase of 26.2% compared to the prior quarter and an increase of 148.9% compared to the year-earlier quarter.

 

GAAP gross profit was $6.9 million, or 21.0% of revenue, compared to gross profit of $1.6 million, or 6.1% of revenue, in the prior quarter. Non-GAAP gross profit was $7.7 million or 23.4% of revenue, and represented one of the highest levels in company history, and our best as a public company. This compares to Non-GAAP gross loss of $3.4 million in the prior-year period.

 

 


 

Summary Financial Performance: Q4 2025 compared to Q4 2024

 

 

U.S. GAAP

 

 

Non-GAAP(b)

 

 

 

Three months ended December 31,

 

(in thousands, except per share data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

32,861

 

 

$

13,202

 

 

$

32,861

 

 

$

13,202

 

Gross margin percentage

 

 

21.0

%

 

 

(29.1

%)

 

 

23.4

%

 

 

(25.6

%)

Total operating expenses

 

$

10,551

 

 

$

9,591

 

 

$

8,187

 

 

$

7,391

 

Loss from operations(a)

 

$

(3,651

)

 

$

(13,428

)

 

$

(267

)

 

$

(9,840

)

Net loss

 

$

(33,734

)

 

$

(12,235

)

 

$

(2,543

)

 

$

(10,228

)

Diluted loss per share

 

$

(2.23

)

 

$

(0.96

)

 

$

(0.17

)

 

$

(0.80

)

 

(a)
Adjusted EBITDA for Non-GAAP
(b)
See below for reconciliation of Non-GAAP financial measures to the nearest comparable GAAP measures

 

GAAP operating expenses were $10.6 million. On a Non-GAAP basis, operating expenses were $8.2 million. This compares to Non-GAAP operating expenses of $7.4 million in the year-ago quarter. 

 

GAAP net loss was $33.7 million or $2.23 per diluted share, compared to a loss of $23.9 million or $1.61 per diluted share in the prior quarter and a net loss of $12.2 million or $0.96 per diluted share (post-split) in the year-ago quarter. Adjusted EBITDA loss, which excludes approximately $33.5 million for (i) a loss from the change in fair value of the warrant liability, (ii) loss on extinguishment of debt, (iii) certain CEO transition costs, and (iv) costs for a special stockholders' meeting in September 2025 and other non-cash items, was $0.3 million, compared to Adjusted EBITDA losses of $4.0 million1 in the prior quarter and $9.8 million in the year-ago quarter.

 

Subsequent Events

In addition to its financial results, the company also announced that it has been selected by a leading developer and operators of wind and solar farms, to supply approximately 1 gigawatt of solar trackers for multiple project sites in the U.S., over an initial three-year term. The customer is expected to utilize a combination of FTC’s 1P (Pioneer) and 2P (Voyager) trackers, as well as FTC’s innovative SunPath performance-enhancing software.

On February 23, the company announced a three-year supply agreement with Lubanzi Inala, a leading South African solar procurement company part of the EPC consortium Green Axis Africa. The agreement calls for FTC Solar to supply Lubanzi with approximately 840 megawatts of solar trackers over the 3-year term. The projects are expected to be located in South Africa and utilize a combination of 1P and 2P tracker technologies. The first project under this agreement is expected to begin in mid-2026.

 

The contracted portion of the company's backlog2, which does not include any portion of the two agreements noted above, which are not yet contracted, now stands at approximately $491 million.

 

Outlook

After a very strong conclusion to 2025, which included signing nearly half of our bookings for the year in the fourth quarter, we enter the first quarter of 2026 with a bit of seasonality and leftover effects of the regulatory uncertainty-related project delays in mid-2025. At the midpoint of our target range for the first quarter, we are guiding for an 8% year-over-year increase in revenue, with significant improvements in gross margin and Adjusted EBITDA. This should also compare favorably relative to the industry.

The new bookings from 2025, as well as the conversion of prior year MSAs to contracted, should begin to layer in the coming quarters, resulting in significant and meaningful growth throughout the year that we expect will outpace the market thanks to our positioning with customers, AVL gains and competitiveness from our product portfolio.

 

 


 

(in millions)

 

4Q'25
Guidance

 

4Q'25
Actual

 

1Q'26
Guidance
(3)

Revenue

 

$30.0 – $35.0

 

$32.9

 

$20.0 – $25.0

Non-GAAP Gross Profit (Loss)

 

$3.8 – $8.2

 

$7.7

 

$(0.5) – $2.3

Non-GAAP Gross Margin

 

12.7% – 23.4%

 

23.4%

 

(2.5%) – 9.2%

Non-GAAP operating expenses

 

$8.2 – $9.0

 

$8.2

 

$8.2 – $8.9

Non-GAAP adjusted EBITDA

 

$(5.4) – $0.0

 

$(0.3)

 

$(9.6) – $(5.9)

 

Fourth Quarter 2025 Earnings Conference Call

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

 

About FTC Solar Inc.

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

 

Footnotes

1. A reconciliation of prior quarter Non-GAAP financial measures to the nearest comparable GAAP measures may be found in of our Form 8-K filed on November 12, 2025.

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

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

Forward-Looking Statements

This press release contains forward looking statements. These statements are not historical facts but rather are based on our current expectations and projections regarding our business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. You should not rely on our forward-looking statements as predictions of future events, as actual results may differ materially from those in the forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the SEC, including the “Risk Factors” and

 


 

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the SEC, our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. Any forward-looking statements in this release speak only as of the date on which they are made. FTC Solar undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

 

FTC Solar Investor Contact:

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

 

# # #

 

 


 

FTC Solar, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

 

 

 

Three months ended December 31,

 

 

Year ended December 31,

 

(in thousands, except shares and per share data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

26,181

 

 

$

10,428

 

 

$

80,311

 

 

$

37,520

 

Service

 

 

6,680

 

 

 

2,774

 

 

 

19,376

 

 

 

9,835

 

Total revenue

 

 

32,861

 

 

 

13,202

 

 

 

99,687

 

 

 

47,355

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

 

18,863

 

 

 

13,553

 

 

 

76,400

 

 

 

48,185

 

Service

 

 

7,098

 

 

 

3,486

 

 

 

22,159

 

 

 

11,764

 

Total cost of revenue

 

 

25,961

 

 

 

17,039

 

 

 

98,559

 

 

 

59,949

 

Gross profit (loss)

 

 

6,900

 

 

 

(3,837

)

 

 

1,128

 

 

 

(12,594

)

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

1,106

 

 

 

1,474

 

 

 

4,387

 

 

 

5,915

 

Selling and marketing

 

 

2,102

 

 

 

2,051

 

 

 

6,201

 

 

 

8,881

 

General and administrative

 

 

7,343

 

 

 

6,066

 

 

 

23,955

 

 

 

25,440

 

Total operating expenses

 

 

10,551

 

 

 

9,591

 

 

 

34,543

 

 

 

40,236

 

Loss from operations

 

 

(3,651

)

 

 

(13,428

)

 

 

(33,415

)

 

 

(52,830

)

Interest expense

 

 

(4,127

)

 

 

(217

)

 

 

(7,557

)

 

 

(665

)

Interest income

 

 

6

 

 

 

9

 

 

 

23

 

 

 

346

 

Gain from disposal of investment in unconsolidated subsidiary

 

 

 

 

 

4,722

 

 

 

3,204

 

 

 

8,807

 

Gain on sale of Atlas

 

 

 

 

 

906

 

 

 

140

 

 

 

906

 

Loss from change in fair value of warrant liability

 

 

(26,388

)

 

 

(4,322

)

 

 

(40,686

)

 

 

(4,322

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

(173

)

 

 

 

Bargain purchase gain

 

 

377

 

 

 

 

 

 

377

 

 

 

 

Other income, net

 

 

30

 

 

 

346

 

 

 

140

 

 

 

468

 

Income (loss) from unconsolidated subsidiary

 

 

207

 

 

 

(319

)

 

 

1,551

 

 

 

(1,086

)

Loss before income taxes

 

 

(33,546

)

 

 

(12,303

)

 

 

(76,396

)

 

 

(48,376

)

(Provision) benefit for income taxes

 

 

(188

)

 

 

68

 

 

 

(525

)

 

 

(230

)

Net loss

 

 

(33,734

)

 

 

(12,235

)

 

 

(76,921

)

 

 

(48,606

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

106

 

 

 

(311

)

 

 

252

 

 

 

(249

)

Comprehensive loss

 

$

(33,628

)

 

$

(12,546

)

 

$

(76,669

)

 

$

(48,855

)

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(2.23

)

 

$

(0.96

)

 

$

(5.49

)

 

$

(3.83

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

15,140,410

 

 

 

12,787,050

 

 

 

14,012,298

 

 

 

12,675,923

 

 

 


 

FTC Solar, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

 

(in thousands, except shares and per share data)

 

December 31,
2025

 

 

December 31, 2024

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

21,105

 

 

$

11,247

 

Accounts receivable, net of allowance for credit losses of $3,069 and $1,717 at December 31, 2025 and December 31, 2024, respectively

 

 

55,743

 

 

 

39,709

 

Inventories

 

 

9,627

 

 

 

10,144

 

Prepaid and other current assets

 

 

11,294

 

 

 

15,028

 

Total current assets

 

 

97,769

 

 

 

76,128

 

Operating lease right-of-use assets

 

 

983

 

 

 

1,149

 

Property and equipment, net

 

 

3,793

 

 

 

2,217

 

Goodwill

 

 

7,444

 

 

 

7,139

 

Equity method investment

 

 

 

 

 

954

 

Other assets

 

 

1,823

 

 

 

2,341

 

Total assets

 

$

111,812

 

 

$

89,928

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

13,247

 

 

$

12,995

 

Short-term debt(*)

 

 

22,602

 

 

 

 

Accrued expenses

 

 

21,114

 

 

 

20,134

 

Income taxes payable

 

 

630

 

 

 

325

 

Deferred revenue

 

 

7,172

 

 

 

5,306

 

Other current liabilities

 

 

10,725

 

 

 

10,313

 

Total current liabilities

 

 

75,490

 

 

 

49,073

 

Long-term debt

 

 

 

 

 

9,466

 

Operating lease liability, net of current portion

 

 

553

 

 

 

411

 

Warrant liability

 

 

74,515

 

 

 

9,520

 

Other non-current liabilities

 

 

1,556

 

 

 

2,422

 

Total liabilities

 

 

152,114

 

 

 

70,892

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 15,537,344 and 12,853,823 shares issued and outstanding as of December 31, 2025 and December 31, 2024

 

 

2

 

 

 

1

 

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

 

 

 

 

 

 

Additional paid-in capital

 

 

384,648

 

 

 

367,318

 

Accumulated other comprehensive loss

 

 

(290

)

 

 

(542

)

Accumulated deficit

 

 

(424,662

)

 

 

(347,741

)

Total stockholders’ equity (deficit)

 

 

(40,302

)

 

 

19,036

 

Total liabilities and stockholders’ equity (deficit)

 

$

111,812

 

 

$

89,928

 

 

(*) -

The Company was not in compliance with the purchase order covenant for the quarter ended December 31, 2025 under the Credit Agreement entered into on July 2, 2025. As a result, there is currently a default under the Credit Agreement, and the Company has reclassified the $19.9 million term loan balance from long-term debt to current. As of this time, the lenders have not taken any actions, and the Company is working in good faith with the lenders to address the issue.

 

 


 

FTC Solar, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

 

 

Year ended December 31,

 

(in thousands)

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(76,921

)

 

$

(48,606

)

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

 

 

 

 

 

 

Stock-based compensation

 

 

4,960

 

 

 

5,412

 

Depreciation and amortization

 

 

1,275

 

 

 

1,671

 

Loss from change in fair value of warrant liability

 

 

40,686

 

 

 

4,322

 

Amortization of debt discount and issue costs

 

 

3,802

 

 

 

296

 

Paid-in-kind non-cash interest

 

 

2,567

 

 

 

146

 

Provision for obsolete and slow-moving inventory

 

 

 

 

 

177

 

(Income) loss from unconsolidated subsidiary

 

 

(1,551

)

 

 

1,086

 

Gain from disposal of investment in unconsolidated subsidiary

 

 

(3,204

)

 

 

(8,807

)

Gain on sale of Atlas

 

 

(140

)

 

 

(906

)

Loss on extinguishment of debt

 

 

173

 

 

 

 

Bargain purchase gain

 

 

(377

)

 

 

 

Warranties issued and remediation added

 

 

3,140

 

 

 

7,204

 

Warranty recoverable from manufacturer

 

 

366

 

 

 

558

 

Credit loss provisions

 

 

1,352

 

 

 

2,072

 

Deferred income taxes

 

 

221

 

 

 

83

 

Lease expense

 

 

1,166

 

 

 

1,123

 

Impact on cash from changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(10,191

)

 

 

23,498

 

Inventories

 

 

1,429

 

 

 

(6,416

)

Prepaid and other current assets

 

 

3,498

 

 

 

(934

)

Other assets

 

 

35

 

 

 

(376

)

Accounts payable

 

 

(4,507

)

 

 

4,963

 

Accruals and other current liabilities

 

 

(97

)

 

 

(19,292

)

Deferred revenue

 

 

1,866

 

 

 

1,754

 

Other non-current liabilities

 

 

(1,629

)

 

 

(2,696

)

Lease payments and other, net

 

 

(1,363

)

 

 

(1,031

)

Net cash used in operations

 

 

(33,444

)

 

 

(34,699

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(1,129

)

 

 

(1,645

)

Proceeds from sale of Atlas software platform

 

 

140

 

 

 

900

 

Proceeds from sale of property and equipment

 

 

6

 

 

 

 

Equity method investment in Alpha Steel

 

 

 

 

 

(1,800

)

Acquisitions, net of cash acquired

 

 

580

 

 

 

 

Proceeds from disposal of investment in unconsolidated subsidiary

 

 

3,204

 

 

 

8,807

 

Net cash provided by investing activities

 

 

2,801

 

 

 

6,262

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from borrowings

 

 

35,955

 

 

 

14,550

 

Sale of common stock

 

 

4,710

 

 

 

 

Stock offering costs paid

 

 

(122

)

 

 

 

Financing costs paid

 

 

(159

)

 

 

(60

)

Proceeds from stock option exercises

 

 

15

 

 

 

8

 

Net cash provided by financing activities

 

 

40,399

 

 

 

14,498

 

Effect of exchange rate changes on cash and cash equivalents

 

 

102

 

 

 

(49

)

Increase (decrease) in cash and cash equivalents

 

 

9,858

 

 

 

(13,988

)

Cash and cash equivalents at beginning of period

 

 

11,247

 

 

 

25,235

 

Cash and cash equivalents at end of period

 

$

21,105

 

 

$

11,247

 

 

 


 

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

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

 

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

 

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

 

The following table reconciles Non-GAAP gross profit (loss) to the most closely related GAAP measure for the three and twelve months ended December 31, 2025 and 2024, respectively:

 

 

Three months ended December 31,

 

 

Year ended December 31,

 

(in thousands, except percentages)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

U.S. GAAP revenue

 

$

32,861

 

 

$

13,202

 

 

$

99,687

 

 

$

47,355

 

U.S. GAAP gross profit (loss)

 

$

6,900

 

 

$

(3,837

)

 

$

1,128

 

 

$

(12,594

)

Depreciation expense

 

 

238

 

 

 

182

 

 

 

747

 

 

 

716

 

Amortization expense

 

 

(6

)

 

 

 

 

 

(6

)

 

 

 

Stock-based compensation

 

 

551

 

 

 

203

 

 

 

1,289

 

 

 

902

 

Severance costs

 

 

 

 

 

70

 

 

 

34

 

 

 

70

 

Non-GAAP gross profit (loss)

 

$

7,683

 

 

$

(3,382

)

 

$

3,192

 

 

$

(10,906

)

Non-GAAP gross margin percentage

 

 

23.4

%

 

 

(25.6

%)

 

 

3.2

%

 

 

(23.0

%)

 

 


 

The following table reconciles Non-GAAP operating expenses to the most closely related GAAP measure for the three and twelve months ended December 31, 2025 and 2024, respectively:

 

 

Three months ended December 31,

 

 

Year ended December 31,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

U.S. GAAP operating expenses

 

$

10,551

 

 

$

9,591

 

 

$

34,543

 

 

$

40,236

 

Depreciation expense

 

 

(146

)

 

 

(126

)

 

 

(534

)

 

 

(420

)

Amortization expense

 

 

 

 

 

(134

)

 

 

 

 

 

(535

)

Stock-based compensation

 

 

(2,066

)

 

 

(966

)

 

 

(3,671

)

 

 

(4,510

)

CEO transition

 

 

(135

)

 

 

(194

)

 

 

(717

)

 

 

(1,423

)

Non-routine legal fees

 

 

 

 

 

 

 

 

 

 

 

(66

)

Reverse stock split

 

 

 

 

 

(212

)

 

 

(1

)

 

 

(212

)

Severance costs

 

 

 

 

 

(568

)

 

 

(141

)

 

 

(568

)

Special stockholders' meeting

 

 

(17

)

 

 

 

 

 

(117

)

 

 

 

Non-GAAP operating expenses

 

$

8,187

 

 

$

7,391

 

 

$

29,362

 

 

$

32,502

 

The following table reconciles Non-GAAP Adjusted EBITDA to the related GAAP measure of loss from operations for the three and twelve months ended December 31, 2025 and 2024, respectively:

 

 

Three months ended December 31,

 

 

Year ended December 31,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

U.S. GAAP loss from operations

 

$

(3,651

)

 

$

(13,428

)

 

$

(33,415

)

 

$

(52,830

)

Depreciation expense

 

 

384

 

 

 

308

 

 

 

1,281

 

 

 

1,136

 

Amortization expense

 

 

(6

)

 

 

134

 

 

 

(6

)

 

 

535

 

Stock-based compensation

 

 

2,617

 

 

 

1,169

 

 

 

4,960

 

 

 

5,412

 

CEO transition

 

 

135

 

 

 

194

 

 

 

717

 

 

 

1,423

 

Non-routine legal fees

 

 

 

 

 

 

 

 

 

 

 

66

 

Reverse stock split

 

 

 

 

 

212

 

 

 

1

 

 

 

212

 

Severance costs

 

 

 

 

 

638

 

 

 

175

 

 

 

638

 

Special stockholders' meeting

 

 

17

 

 

 

 

 

 

117

 

 

 

 

Other income, net

 

 

30

 

 

 

346

 

 

 

140

 

 

 

468

 

Gain on sale of Atlas

 

 

 

 

 

906

 

 

 

140

 

 

 

906

 

Income (loss) from unconsolidated subsidiary

 

 

207

 

 

 

(319

)

 

 

1,551

 

 

 

(1,086

)

Adjusted EBITDA

 

$

(267

)

 

$

(9,840

)

 

$

(24,339

)

 

$

(43,120

)

 

 


 

The following table reconciles Non-GAAP Adjusted EBITDA and Adjusted Net Loss to the related GAAP measure of net loss for the three months ended December 31, 2025 and 2024, respectively:

 

 

Three months ended December 31,

 

 

 

2025

 

 

2024

 

(in thousands, except shares and per share data)

 

Adjusted EBITDA

 

 

Adjusted Net Loss

 

 

Adjusted EBITDA

 

 

Adjusted Net Loss

 

Net loss per U.S. GAAP

 

$

(33,734

)

 

$

(33,734

)

 

$

(12,235

)

 

$

(12,235

)

Reconciling items -

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

188

 

 

 

 

 

 

(68

)

 

 

 

Interest expense

 

 

4,127

 

 

 

 

 

 

217

 

 

 

 

Interest income

 

 

(6

)

 

 

 

 

 

(9

)

 

 

 

Amortization of debt discount and issue costs in interest expense

 

 

 

 

 

2,417

 

 

 

 

 

 

60

 

Depreciation expense

 

 

384

 

 

 

 

 

 

308

 

 

 

 

Amortization of intangibles

 

 

(6

)

 

 

(6

)

 

 

134

 

 

 

134

 

Stock-based compensation

 

 

2,617

 

 

 

2,617

 

 

 

1,169

 

 

 

1,169

 

Gain from disposal of investment in unconsolidated subsidiary(a)

 

 

 

 

 

 

 

 

(4,722

)

 

 

(4,722

)

Bargain purchase gain(b)

 

 

(377

)

 

 

(377

)

 

 

 

 

 

 

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

 

 

26,388

 

 

 

26,388

 

 

 

4,322

 

 

 

4,322

 

CEO transition(d)

 

 

135

 

 

 

135

 

 

 

194

 

 

 

194

 

Reverse stock split(e)

 

 

 

 

 

 

 

 

212

 

 

 

212

 

Severance costs(f)

 

 

 

 

 

 

 

 

638

 

 

 

638

 

Special stockholders' meeting(g)

 

 

17

 

 

 

17

 

 

 

 

 

 

 

Adjusted Non-GAAP amounts

 

$

(267

)

 

$

(2,543

)

 

$

(9,840

)

 

$

(10,228

)

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

N/A

 

 

$

(0.17

)

 

N/A

 

 

$

(0.80

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

N/A

 

 

 

15,140,410

 

 

N/A

 

 

 

12,787,050

 

 

(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.

(b)

We exclude the bargain purchase gain resulting from our acquisition of 100% of the interests in Alpha Steel as this gain is not considered part of our normal ongoing operations.

(c)

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.

(d)

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 periods through October 1, 2026, to reflect the required service periods. We do not view these sign-on bonuses as being part of the normal ongoing compensation arrangements for our CEO.

(e)

We incurred incremental legal and professional fees to implement 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.

(f)

Severance costs were incurred during 2024, due to restructuring changes that involuntarily impacted a number of employees each period, in order to adjust our operations to reflect current market and activity levels and to take advantage of process efficiencies gained.

(g)

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.

 

 


 

The following table reconciles Non-GAAP Adjusted EBITDA and Adjusted Net Loss to the related GAAP measure of net loss for the twelve months ended December 31, 2025 and 2024, respectively:

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

(in thousands, except shares and per share data)

 

Adjusted EBITDA

 

 

Adjusted Net Loss

 

 

Adjusted EBITDA

 

 

Adjusted Net Loss

 

Net loss per U.S. GAAP

 

$

(76,921

)

 

$

(76,921

)

 

 

(48,606

)

 

 

(48,606

)

Reconciling items -

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

525

 

 

 

 

 

 

230

 

 

 

 

Interest expense, net

 

 

7,557

 

 

 

 

 

 

665

 

 

 

 

Interest income

 

 

(23

)

 

 

 

 

 

(346

)

 

 

 

Amortization of debt discount and issue costs in interest expense

 

 

 

 

 

3,802

 

 

 

 

 

 

296

 

Depreciation expense

 

 

1,281

 

 

 

 

 

 

1,136

 

 

 

 

Amortization of intangibles

 

 

(6

)

 

 

(6

)

 

 

535

 

 

 

535

 

Stock-based compensation

 

 

4,960

 

 

 

4,960

 

 

 

5,412

 

 

 

5,412

 

Gain from disposal of investment in unconsolidated subsidiary(a)

 

 

(3,204

)

 

 

(3,204

)

 

 

(8,807

)

 

 

(8,807

)

Bargain purchase gain(b)

 

 

(377

)

 

 

(377

)

 

 

 

 

 

 

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

 

 

40,686

 

 

 

40,686

 

 

 

4,322

 

 

 

4,322

 

Loss on extinguishment of debt(d)

 

 

173

 

 

 

173

 

 

 

 

 

 

 

CEO transition(e)

 

 

717

 

 

 

717

 

 

 

1,423

 

 

 

1,423

 

Non-routine legal fees(f)

 

 

 

 

 

 

 

 

66

 

 

 

66

 

Reverse stock split(g)

 

 

1

 

 

 

1

 

 

 

212

 

 

 

212

 

Severance costs(h)

 

 

175

 

 

 

175

 

 

 

638

 

 

 

638

 

Special stockholders' meeting(i)

 

 

117

 

 

 

117

 

 

 

 

 

 

 

Adjusted Non-GAAP amounts

 

$

(24,339

)

 

$

(29,877

)

 

$

(43,120

)

 

$

(44,509

)

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

N/A

 

 

$

(2.13

)

 

N/A

 

 

$

(3.51

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

N/A

 

 

 

14,012,298

 

 

N/A

 

 

 

12,675,923

 

 

(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.

(b)

We exclude the bargain purchase gain resulting from our acquisition of 100% of the interests in Alpha Steel as this gain is not considered part of our normal ongoing operations.

(c)

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.

(d)

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.

(e)

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 periods through October 1, 2026, to reflect the required service periods. We do not view these sign-on bonuses as being part of the normal ongoing compensation arrangements for our CEO.

(f)

Non-routine legal fees represent legal fees and other costs incurred for specific matters that were not ordinary or routine to the operations of the business.

(g)

We incurred incremental legal and professional fees to implement 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.

(h)

Severance costs were incurred during 2025 and 2024, due to restructuring changes that involuntarily impacted a number of employees each period, in order to adjust our operations to reflect current market and activity levels and to take advantage of process efficiencies gained.

(i)

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.