8-K
false000182816100018281612021-09-302021-09-30

 

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): September 30, 2021

 

 

FTC Solar, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40350

81-4816270

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

9020 N Capital of Texas Hwy, Suite I-260

 

Austin, Texas

 

78759

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 737 787-7906

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.0001 par value

 

FTCI

 

The NASDAQ Stock Market LLC

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

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Item 2.02 Results of Operations and Financial Condition.

On November 11, 2021, FTC Solar, Inc. (the "Company") issued a press release regarding its financial results for the third quarter ended September 30, 2021. A copy of the Company's press release is furnished herewith as Exhibit 99.1.

 


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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press release dated November 11, 2021

104

 

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

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

FTC SOLAR, INC.

 

 

 

 

Date:

November 11, 2021

By:

/s/ Patrick M. Cook

 

 

 

Patrick M. Cook,
Chief Financial Officer

 


EX-99.1

 

Exhibit 99.1

https://cdn.kscope.io/cd503a67dfa809331ce2805db915032c-img83930929_0.jpg  

FTC Solar Announces Third Quarter 2021 Financial Results

 

Third Quarter Highlights and Recent Developments

Third quarter revenue of $53.0 million, up 5.8% q/q; nine-month revenue up 18% y/y; 
Added to executed contracts and awarded orders, now totaling $752 million YTD through Nov. 9*;   
Announced 1.7GW transaction to supply trackers to multiple projects in development by a leading project developer;
Awarded three new projects in Australia, including largest to-date, and first two projects in Africa;
Sean Hunkler named CEO; and
Continue to expect strong sequential revenue growth in Q4, despite project delays/push-outs.

 

AUSTIN, Texas — November 10, 2021 – FTC Solar, Inc. (Nasdaq: FTCI), a fast-growing global provider of solar tracker systems, software and engineering services, today announced financial results for the third quarter ended September 30, 2021.  

“Adjusted EBITDA for the third quarter came in toward the high-end of the company’s guidance range”, said Sean Hunkler, FTC Solar President and Chief Executive Officer, “with lower logistics and operating expenses offsetting lower than target revenue, as some production/revenue recognition shifted between periods.”

 

“As I cross the six-week mark as CEO, I’m excited by what I have seen so far and by the promising long-term prospects ahead for FTC Solar. We have strong and expanding customer relationships, underscored by our multi-year transaction with a leading project developer for a significant portion of the pipeline being developed by them – a first of its kind transaction for FTC Solar.  As part of the transaction, FTC intends to make a limited amount of development capital available to some of these projects. We also have numerous opportunities to add new customers both domestically and around the world. We are pleased to report that we’ve recently seen additional growth on this front, including our first two projects in Africa as well as three more projects awards in Australia, including our largest there to-date.

 

“These wins have supported our contracted and awarded order growth, which was up about 580% on a year-to-date basis to today, with another $267 million added since our most recent update as of August 1. Excluding the amount included in reported first-nine months revenue, executed contracts and awarded orders as of November 9 were $692 million, with expected delivery dates in 2021 and beyond. At this point, we’ve now added more revenue to our backlog in the last five months than we’ve reported in the history of the company to date.”

 

 

 

 

 


 

 

 

Summary Financial Performance: Q3 2021 and Q3 2020 (in thousands, except per share data and percentages)

 

 

 

GAAP

 

 

Non-GAAP

 

 

 

Three Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

$

52,989

 

 

$

59,640

 

 

$

52,989

 

 

$

59,640

 

Gross margin

 

 

-15.2

%

 

 

4.8

%

 

 

-14.5

%

 

 

4.9

%

Operating expense

 

$

14,732

 

 

$

5,391

 

 

$

8,377

 

 

$

5,020

 

Operating loss

 

$

(22,771

)

 

$

(2,525

)

 

$

(16,090

)

 

$

(2,074

)

Net loss

 

$

(22,915

)

 

$

(2,840

)

 

$

(16,313

)

 

$

(2,172

)

Diluted EPS

 

$

(0.24

)

 

$

(0.04

)

 

$

(0.17

)

 

$

(0.03

)

 

See reconciliations of all non-GAAP to GAAP measures presented in this release in the tables below.

 

*Includes amounts included in first nine months reported revenue. We define executed contracts and awarded orders as 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 are subject to multi-project transactions, included as described herein. 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 executed contracts and awarded orders for such projects. Actual revenue for these projects could differ once contracts with binding pricing are executed. See press release text for current balance of executed contracts and awarded orders. 

 

Hunkler continued, “As we continue to win business and grow, our ability to maximize value for customers and stakeholders is of critical importance. Our sharp focus will be on operational excellence as we navigate the current commodity and logistics environment(s) and position ourselves for long-term growth and profitability. This includes our design-to-value initiative, which is sharply focused on improving project margin by reducing manufacturing and materials costs. Initial results from this initiative became evident in Q3, and these improvements are expected to be an increasing contributor to improved profitability in future quarters. The design-to-value initiative is also expected to leverage our emerging R&D pipeline where I see the potential to accelerate certain opportunities.”

 

Third Quarter 2021 Results 

Total third quarter revenue was $53.0 million, an increase of 5.8% compared to the prior quarter, on slightly higher product volume and higher ASP, and a decrease of approximately 11% compared with the third quarter of 2020, on lower product volume.  

  

GAAP Gross loss was $8.0 million compared to $16.1 million in the prior quarter, driven primarily by lower stock-based compensation relative to our first quarter as a public company, and lower logistics expense on fewer deliveries, and compared to a gross profit of $2.9 million in the prior year period, with the difference driven primarily by approximately $6 million in increased logistics expense that was not passed along to customers and a strong ramp up in employee count and other overhead expenses to support the company’s growth trajectory.  The logistics impact of $6 million in the third quarter was lower than the $12-$15 million indicated in the company’s guidance, with a portion shifting to the fourth quarter corresponding with the shift in production.

  

GAAP operating expenses were $14.7 million.  On a non-GAAP basis, excluding stock-based compensation and certain other expenses, operating expenses were $8.4 million, better than the company’s guidance range due to cost controls and timing between quarters, which compares to $5.0 million in the year-ago quarter. The year-over-year increase was driven primarily by necessary growth in staffing and operating as a public company.

 

 

 


 

GAAP net loss was $22.9 million or $0.24 per share, compared to a loss of $52.4 million,(a) or $0.61 per share in the prior quarter, and compared to a net loss of $2.8 million, or $0.04 per share in the year-ago quarter. Adjusted EBITDA loss, which excludes a $5.4 million impact of stock-based compensation, certain consulting and legal fees and other non-cash items, was $16.1 million. This was also better than the midpoint of the company’s guidance range, due to lower operating and shipping expenses. This result compares to an Adjusted EBITDA loss of $16.7 million in the prior quarter and $2.1 million in the year-ago quarter.  

 

Fourth Quarter 2021 Outlook 

Looking ahead, the company continues to expect strong sequential revenue growth in the fourth quarter. However, due to an abrupt delay of customer purchase order decisions from the fourth quarter into 2022, driven primarily by module pricing and availability uncertainty, on top of already elevated commodity and logistics pricing in the marketplace, our revenue expectations for the fourth quarter are now lower than our prior target, as anticipated revenue pushes to subsequent periods. Importantly, the company views this as merely a delay, not a loss, of this business. Overall, we continue to see strong demand for our products with our contracted and awarded orders growing at a healthy clip and our overall project pipeline at record levels.

 

For the fourth quarter, the company currently expects:  

 

($ in millions)

3Q'21 Guidance

3Q'21 Actual

4Q'21 Guidance

Revenue

$56.0-$62.0

 $53.0

$70.0-$80.0

Non-GAAP Operating Expenses

$8.7-$9.7

 $8.4

$9.0-$10.0

Adjusted EBITDA

$(19.7)-$(14.7)

 $(16.1)

$(12.5)-$(16.5)

 

Assumptions:

Utilization of break-bulk shipping beginning in the fourth quarter should help to mitigate margin impacts;
Anticipated logistics impact to the fourth quarter is approximately $3-5 million;

 

This outlook would result in full year revenue between $239-$249 million , representing growth of 27%-33%.

 

Third 2021 Earnings Conference Call 

FTC Solar’s senior management will host a conference call for members of the investment community that will be held 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 the FTC Solar website at 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 fast-growing, 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.

 

 


 

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. 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 because of several factors, including those described in more detail in our filings with the U.S. Securities and Exchange Commission, including the section entitled “Risk Factors” contained therein. 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 Media Contact:

Scott Deitz
On behalf of FTC Solar
T: (336) 908-7759

# # #

 

 

 

 


 

FTC Solar, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

45,582

 

 

$

48,879

 

 

$

137,799

 

 

$

122,197

 

Service

 

 

7,407

 

 

 

10,761

 

 

 

31,005

 

 

 

20,976

 

Total revenue

 

 

52,989

 

 

 

59,640

 

 

 

168,804

 

 

 

143,173

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

 

48,090

 

 

 

46,513

 

 

 

146,964

 

 

 

114,883

 

Service

 

 

12,938

 

 

 

10,261

 

 

 

45,810

 

 

 

19,826

 

Total cost of revenue

 

 

61,028

 

 

 

56,774

 

 

 

192,774

 

 

 

134,709

 

Gross profit (loss)

 

 

(8,039

)

 

 

2,866

 

 

 

(23,970

)

 

 

8,464

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

2,116

 

 

 

1,438

 

 

 

9,653

 

 

 

4,047

 

Selling and marketing

 

 

2,224

 

 

 

1,041

 

 

 

6,421

 

 

 

2,374

 

General and administrative (Note. 9)

 

 

10,392

 

 

 

2,912

 

 

 

63,217

 

 

 

7,630

 

Total operating expenses

 

 

14,732

 

 

 

5,391

 

 

 

79,291

 

 

 

14,051

 

Loss from operations

 

 

(22,771

)

 

 

(2,525

)

 

 

(103,262

)

 

 

(5,587

)

Interest expense

 

 

(301

)

 

 

(70

)

 

 

(515

)

 

 

(303

)

Gain from disposal in equity investment

 

 

210

 

 

 

-

 

 

 

20,829

 

 

 

-

 

Gain (loss) on extinguishment of debt

 

 

-

 

 

 

(34

)

 

 

790

 

 

 

(75

)

Other expense

 

 

(12

)

 

 

(1

)

 

 

(58

)

 

 

(1

)

Loss before income taxes

 

 

(22,874

)

 

 

(2,630

)

 

 

(82,216

)

 

 

(5,966

)

(Expense) benefit from income taxes

 

 

(41

)

 

 

(24

)

 

 

(137

)

 

 

115

 

Loss from unconsolidated subsidiary

 

 

-

 

 

 

(186

)

 

 

(354

)

 

 

(345

)

Net loss

 

$

(22,915

)

 

$

(2,840

)

 

$

(82,707

)

 

$

(6,196

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

3

 

 

 

(12

)

 

 

9

 

 

 

(20

)

Comprehensive loss

 

$

(22,912

)

 

$

(2,852

)

 

$

(82,698

)

 

$

(6,216

)

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.24

)

 

$

(0.04

)

 

$

(0.99

)

 

$

(0.09

)

Diluted

 

$

(0.24

)

 

$

(0.04

)

 

$

(0.99

)

 

$

(0.09

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

94,596,519

 

 

 

67,567,724

 

 

 

83,860,250

 

 

 

69,857,468

 

Diluted

 

 

94,596,519

 

 

 

67,567,724

 

 

 

83,860,250

 

 

 

69,857,468

 

 

 

 


 

FTC Solar, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)

 

 

 

September 30,
2021

 

 

December 31,
2020

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

140,662

 

 

$

32,359

 

Restricted cash

 

 

 

 

 

1,014

 

Accounts receivable, net

 

 

53,668

 

 

 

23,734

 

Inventories

 

 

11,276

 

 

 

1,686

 

Prepaid and other current assets

 

 

23,558

 

 

 

6,924

 

Total current assets

 

 

229,164

 

 

 

65,717

 

Investments in unconsolidated subsidiary

 

 

 

 

 

1,857

 

Other assets

 

 

6,265

 

 

 

3,819

 

Total assets

 

$

235,429

 

 

$

71,393

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

16,556

 

 

$

17,127

 

Line of credit

 

 

 

 

 

1,000

 

Accrued expenses and other liabilities

 

 

40,246

 

 

 

18,495

 

Accrued interest – related party

 

 

 

 

 

207

 

Deferred revenue

 

 

9,606

 

 

 

22,980

 

Total current liabilities

 

 

66,408

 

 

 

59,809

 

Long-term debt and other borrowings

 

 

 

 

 

784

 

Other non-current liabilities

 

 

5,661

 

 

 

3,349

 

Total liabilities

 

 

72,069

 

 

 

63,942

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

      Preferred stock par value of $0.0001 per share, 10,000,000 shares
      authorized; none issued as of December 31, 2020 and September 30, 2021

 

 

 

 

 

 

Common stock par value of $0.0001 per share, 850,000,000 shares
authorized; 66,155,340 and 84,944,145 shares issued and outstanding as of December 31, 2020 and September 30, 2021

 

 

8

 

 

 

1

 

Treasury stock, at cost; 9,896,666 and 10,762,566 shares as of December 31, 2020 and September 30, 2021

 

 

 

 

 

 

Additional paid-in capital

 

 

288,696

 

 

 

50,096

 

Accumulated other comprehensive income (loss)

 

 

6

 

 

 

(3

)

Accumulated deficit

 

 

(125,350

)

 

 

(42,643

)

Total stockholders’ equity

 

 

163,360

 

 

 

7,451

 

Total liabilities and stockholders’ equity

 

$

235,429

 

 

$

71,393

 

 

 


 

FTC Solar, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(82,707

)

 

$

(6,196

)

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

 

 

 

 

 

 

Stock-based compensation

 

 

58,532

 

 

 

1,381

 

Depreciation and amortization

 

 

383

 

 

 

43

 

(Income) loss from unconsolidated subsidiary

 

 

354

 

 

 

345

 

Gain from disposal of equity investment

 

 

(20,829

)

 

 

 

(Gain) loss on extinguishment of debt

 

 

(790

)

 

 

76

 

Warranty provision

 

 

2,118

 

 

 

5,195

 

Warranty asset

 

 

(484

)

 

 

(726

)

Bad debt expense

 

 

83

 

 

 

 

Deferred income taxes

 

 

 

 

 

(3

)

Other non-cash items

 

 

 

 

 

43

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

(30,017

)

 

 

(12,219

)

Inventories

 

 

(9,590

)

 

 

(1,523

)

Prepaid and other current assets

 

 

(16,609

)

 

 

(4,351

)

Other assets

 

 

180

 

 

 

(365

)

Accounts payable

 

 

(535

)

 

 

4,009

 

Accruals and other current liabilities

 

 

21,243

 

 

 

13,825

 

Accrued interest – related party debt

 

 

(207

)

 

 

(112

)

Deferred revenue

 

 

(13,374

)

 

 

(14,108

)

Other non-current liabilities

 

 

904

 

 

 

386

 

Other, net

 

 

(1,068

)

 

 

(338

)

Net cash used in operating activities

 

 

(92,413

)

 

 

(14,638

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(779

)

 

 

 

Proceeds from disposal of equity method investment

 

 

22,332

 

 

 

 

Net cash provided by investing activities:

 

 

21,553

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

      Proceeds from borrowings

 

 

 

 

 

784

 

Repayments of borrowings

 

 

(1,000

)

 

 

(4,000

)

Repurchase and retirement of common stock

 

 

(54,155

)

 

 

 

Offering costs paid

 

 

(5,942

)

 

 

 

Deferred financing costs for revolving credit facility

 

 

(2,077

)

 

 

 

Proceeds from stock issuance

 

 

241,314

 

 

 

30,000

 

Net cash provided by financing activities

 

 

178,140

 

 

 

26,784

 

Effect of exchange rate changes on cash and restricted cash

 

 

9

 

 

 

(20

)

Net increase in cash and restricted cash

 

 

107,289

 

 

 

12,126

 

Cash and restricted cash at beginning of period

 

 

33,373

 

 

 

8,235

 

Cash and restricted cash at end of period

 

 

140,662

 

 

 

20,361

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Purchase of property and equipment included in accounts payable

 

$

40

 

 

$

 

Non-cash gain on extinguishment of debt from PPP loan forgiveness

 

$

(790

)

 

$

 

Cash paid during the period for interest

 

$

332

 

 

$

350

 

 

 

 

 

 

 

 

Reconciliation of cash and restricted cash at period end

 

September 30, 2021

 

 

December 31, 2020

 

Cash

 

 

140,662

 

 

 

32,359

 

Restricted cash

 

 

 

 

 

1,014

 

Total cash and restricted cash

 

$

140,662

 

 

$

33,373

 

 

 


 

Because of these limitations, Non-GAAP Gross Margin, Non-GAAP Operating Expense, Non-GAAP Net Loss and Adjusted Non-GAAP Net Loss Per Share (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 Margin for the three and nine months ended September 30, 2021 and 2020, respectively:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

GAAP gross profit (loss)

 

$

(8,039

)

 

$

2,866

 

 

 

(23,970

)

 

$

8,464

 

Stock-based compensation

 

 

342

 

 

 

80

 

 

 

7,571

 

 

 

244

 

Other costs

 

 

-

 

 

 

-

 

 

 

460

 

 

 

-

 

Non-GAAP gross profit (loss)

 

 

(7,697

)

 

 

2,946

 

 

 

(15,939

)

 

 

8,708

 

Non-GAAP revenue

 

$

52,989

 

 

$

59,640

 

 

 

168,804

 

 

$

143,173

 

Non-GAAP gross margin

 

 

-14.5

%

 

 

4.9

%

 

 

-9.4

%

 

 

6.1

%

 

The following table reconciles GAAP Operating Expense to Non-GAAP Operating Expense for the three and nine months ended September 30, 2021 and 2020, respectively:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

GAAP Operating expense

 

$

14,732

 

 

$

5,391

 

 

$

79,291

 

 

$

14,051

 

Depreciation expense

 

 

(20

)

 

 

(3

)

 

 

(48

)

 

 

(10

)

Amortization of intangibles

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(33

)

Stock-based compensation

 

 

(5,039

)

 

 

(369

)

 

 

(50,960

)

 

 

(1,138

)

Other costs

 

 

(1,296

)

 

$

-

 

 

 

(4,733

)

 

$

-

 

Non-GAAP Operating expense

 

$

8,377

 

 

$

5,019

 

 

$

23,550

 

 

$

12,870

 

 

The following table reconciles GAAP Operating Loss to Non-GAAP Operating Loss for the three and nine months ended September 30, 2021 and 2020, respectively:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

GAAP Operating loss

 

$

(22,771

)

 

$

(2,525

)

 

$

(103,262

)

 

$

(5,587

)

Depreciation expense

 

 

53

 

 

 

3

 

 

 

95

 

 

 

10

 

Amortization of intangibles

 

 

-

 

 

 

-

 

 

 

-

 

 

 

33

 

Stock-based compensation

 

 

5,381

 

 

 

449

 

 

 

58,531

 

 

 

1,382

 

Other costs

 

 

1,247

 

 

$

-

 

 

 

5,136

 

 

$

-

 

Non-GAAP Operating loss

 

$

(16,090

)

 

$

(2,073

)

 

$

(39,500

)

 

$

(4,162

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

The following table reconciles Net Loss to Adjusted EBITDA for the three and nine months ended September 30, 2020 and 2021, respectively:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

September 30,

 

 

September 30,

 

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

(in thousands)

 

 

Net loss

 

$

(22,915

)

 

$

(2,840

)

 

$

(82,707

)

 

$

(6,196

)

 

Income tax (benefit)

 

 

41

 

 

 

24

 

 

 

137

 

 

 

(115

)

 

Interest expense, net

 

 

128

 

 

 

70

 

 

 

227

 

 

 

303

 

 

Depreciation expense

 

 

53

 

 

 

3

 

 

 

95

 

 

 

10

 

 

Amortization of intangibles

 

 

 

 

 

 

 

 

 

 

 

33

 

 

Amortization of debt issuance costs

 

 

173

 

 

 

 

 

 

288

 

 

 

 

 

Stock-based compensation

 

 

5,381

 

 

 

449

 

 

 

58,531

 

 

 

1,382

 

 

(Gain) loss on extinguishment of debt(a)

 

 

 

 

 

34

 

 

 

(790

)

 

 

75

 

 

(Gain) from disposal of equity investment

 

 

(210

)

 

 

 

 

 

(20,829

)

 

 

 

 

Non-routine legal fees (b)

 

 

988

 

 

 

 

 

 

1,763

 

 

 

 

 

Severance(c)

 

 

 

 

 

 

 

 

295

 

 

 

 

 

Other costs(d)

 

 

270

 

 

 

 

 

 

3,135

 

 

 

 

 

Loss from unconsolidated subsidiary(e)

 

 

 

 

 

186

 

 

 

354

 

 

 

345

 

 

Adjusted EBITDA

 

$

(16,091

)

 

$

(2,074

)

 

$

(39,500

)

 

$

(4,163

)

 

 

(a) The gain on extinguishment of debt for the nine months ended September 30, 2021 resulted from forgiveness of a loan under SBA’s Paycheck Protection Program. See “Note -7 Debt and Other Borrowings”.

(b) Represents legal fees incurred that were not ordinary or routine to the operations of the business.

(c) Represents severance accrued related to an agreement with an employee due to restructuring changes.

(d) Represents consulting fees in connection with operations and finance and other costs associated with our IPO and one-time CEO transition cost.

(e) Represents results of an entity that we do not consolidate, as our management excludes these results when evaluating our operating performance.

 

 

The following table reconciles Net Loss to Adjusted Non-GAAP Net Loss and Adjusted EPS for the three and nine months ended September 30, 2021 and 2020, respectively. All shares and per share amounts have been adjusted for a 8.25-for-1 share forward stock split which took effect on April 27, 2021:

 

 


 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2020

2021

 

 

2020

 

 

 

(in thousands, except per share data)

 

Net loss

 

$

(22,915

)

 

$

(2,840

)

 

$

(82,707

)

 

$

(6,196

)

Amortization of intangibles

 

 

 

 

 

 

 

 

 

 

 

33

 

Amortization of debt issuance costs

 

 

173

 

 

 

 

 

 

288

 

 

 

 

Stock-based compensation

 

 

5,381

 

 

 

449

 

 

 

58,531

 

 

 

1,382

 

(Gain) loss on extinguishment of debt

 

 

 

 

 

34

 

 

 

(790

)

 

 

75

 

(Gain) from disposal of equity investment

 

 

(210

)

 

 

 

 

 

(20,829

)

 

 

 

Non-routine legal fees

 

 

988

 

 

 

 

 

 

1,763

 

 

 

 

Severance

 

 

 

 

 

 

 

 

295

 

 

 

 

Other costs

 

 

270

 

 

 

 

 

 

3,135

 

 

 

 

Loss from unconsolidated subsidiary

 

 

 

 

 

186

 

 

 

354

 

 

 

345

 

Income tax expense of adjustments (a)