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
$2.1 million in the year-ago quarter.
Fourth Quarter 2021 Outlook Looking
ahead, the company continues to expect strong sequential
revenue growth in the fourth quarter. However, due to an
abrupt delay of customer purchase order decisions from the fourth
quarter into 2022, driven primarily by module pricing and
availability uncertainty, on top of already elevated commodity and
logistics pricing in the marketplace, our revenue expectations for
the fourth quarter are now lower than our prior target, as
anticipated revenue pushes to subsequent periods. Importantly, the
company views this as merely a delay, not a loss, of this business.
Overall, we continue to see strong demand for our products with our
contracted and awarded orders growing at a healthy clip and our
overall project pipeline at record levels.
For the fourth quarter, the company currently expects continued
improvement, including:
($ 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 SolarT:
(737) 241-8618 E: IR@FTCSolar.com
FTC Solar Media Contact:Scott DeitzOn behalf of
FTC SolarT: (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) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
Adjusted Non-GAAP net loss |
|
$ |
(16,313 |
) |
|
$ |
(2,171 |
) |
|
$ |
(39,960 |
) |
|
$ |
(4,364 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Non-GAAP net
loss per share (Adjusted
EPS) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.17 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.48 |
) |
|
$ |
(0.06 |
) |
Diluted |
|
$ |
(0.17 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.48 |
) |
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
Non-GAAP 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 |
|
(a) Represents incremental tax
expense of adjustments made to reconcile Net Loss to Adjusted
Non-GAAP Net Loss driven from loss from unconsolidated
subsidiary.
Notes to Reconciliations of Non-GAAP
Financial Measures to Nearest Comparable GAAP Measures
We present Adjusted EBITDA, Adjusted Non-GAAP
Net Loss and Adjusted EPS as supplemental measures of our
performance. We define Adjusted EBITDA as net loss plus (i) income
tax (benefit) or expense, (ii) interest expense, (iii) depreciation
expense, (iv) amortization of intangibles, (v) amortization of debt
issuance costs, (vi) stock-based compensation (vii) gain on
extinguishment of debt, (viii) gain from disposal in equity
investment, (ix) non-routine legal fees, (x) severance, (xi) other
costs and (xii) loss from unconsolidated subsidiary. We define
Adjusted Net Loss as net loss plus (i) amortization of intangibles,
(ii) amortization of debt issuance costs (iii) stock-based
compensation, (iv) gain on extinguishment of debt, (v) gain from
disposal in equity investment, (vi) non-routine legal fees, (vii)
severance, (viii) other costs, (ix) loss from unconsolidated
subsidiary and (x) income tax expense of adjustments. Adjusted EPS
is defined as Adjusted Non-GAAP Net Loss Per Share using the
weighted average basic and diluted shares outstanding.
Adjusted EBITDA, Adjusted Non-GAAP 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
Adjusted EBITDA, Adjusted Non-GAAP Net Loss and Adjusted EPS
because we believe they assist investors and analysts in comparing
our performance across reporting periods on an ongoing basis by
excluding items that we do not believe are indicative of our core
operating performance. In addition, we use Adjusted EBITDA,
Adjusted Non-GAAP Net Loss and Adjusted EPS to evaluate the
effectiveness of our business strategies.
(a) During the third quarter, the Company
identified prior quarter errors related to basic and diluted
earnings per share (EPS) calculation and overstated stock-based
compensation. Although Management concluded these errors were not
material to the prior quarter interim financial statements, the
Company is correcting these errors by revising the previously
issued unaudited consolidated financial statements as of June
30, 2021 and presenting the effect of the revision
adjustment for the three and six months ended June 30, 2021.
References herein to prior quarter net loss has been
revised to reflect the decrease of $3.4 million in stock-based
compensation and the increase of $0.09 in earnings per
share. (See Footnote 2 to our unaudited consolidated financial
statements included in our filing of our Q3 Quarterly
Report on Form 10-Q.)
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