FTC Solar, Inc.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
FTCI$1.56+21.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001193125-26-205290
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-334042
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 165 previous paragraphs and 201 current paragraphs.
112 unchanged; 42 reworded; 38 added; 10 removed; 1 previous and 9 current paragraphs rearranged.
Tables are not compared: 14 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (38)
Current report
Additionally, on June 3, 2026, President Trump signed an Executive Order, "Strengthening Customs Enforcement" (Executive Order 14411) which directs the U.S. Department of Homeland Security and CBP to take steps to tighten oversight of importers, increase penalties for violations, strengthen anti-fraud measures, and improve duty collection. It is currently uncertain what impact this Executive Order may have, if any, on our ability to import materials needed for our products.
Current report
The decrease in service revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily resulted from a decrease of 37% in logistics activity levels due to timing of shipments. This was largely offset by an increase of 44% in ASP as compared to the three months ended June 30, 2025 as a result of project size and pricing.
Current report
Cost of revenue and gross loss
Current report
We had negative gross margin for the three months ended June 30, 2026 due mainly to the inclusion of additional costs for Alpha Steel as Alpha Steel is now a wholly owned subsidiary and lower product ASP.
Current report
We had negative gross margin for the three months ended June 30, 2025 due mainly to the impact of additional costs associated with specified minimum purchase commitments with Alpha Steel, as described above and higher tariffs.
Current report
Results of Operations - Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Current report
Revenue
Current report
Product revenue
Current report
The increase in product revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to an increase of 3% in ASP, which was mostly offset by a decrease of 3% in the amount of MW produced.
Current report
Service revenue
Current report
Cost of revenue and gross loss
Current report
The decrease in cost of revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily driven by additional costs incurred during the three months ended June 30, 2025 associated with specified minimum purchase commitments with Alpha Steel that did not reoccur during the three months ended June 30, 2026. This was partially offset by (i) additional costs related to the inclusion of Alpha Steel as a wholly owned subsidiary, (ii) higher warranty expense, and (iii) an increase in stock-based compensation expense and other indirect costs.
Current report
Our gross margin percentage of revenue for the six months ended June 30, 2026 was a negative 8.0%, compared to a negative 18.1% for the six months ended June 30, 2025.
Current report
We had negative gross margin for the six months ended June 30, 2026 due mainly to (i) additional costs related to the inclusion of Alpha Steel as a wholly owned subsidiary, (ii) higher warranty expense, and (iii) an increase in stock-based compensation expense and other indirect costs. These costs were partially offset by higher ASP for both service and product revenues.
Current report
We had negative gross margin for the six months ended June 30, 2025 as revenue levels were not sufficient to cover certain overhead costs, including costs associated with minimum purchase commitments with Alpha Steel, prior to obtaining control of this entity, and due to the impact of increased tariffs and freight costs.
Current report
Research and development
Current report
The increase in research and development expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to (i) higher spending on lab and other research activities totaling $0.2 million. and (ii) higher stock-based compensation costs of $0.2 million due to recent grants of new awards. This was partially offset by lower payroll-related costs of $0.2 million, largely related to lower incentive compensation during the six months ended June 30, 2026. Research and development expenses as a percentage of revenue were 5.4% for the six months ended June 30, 2026, as compared to 5.0% for the six months ended June 30, 2025.
Current report
Selling and marketing
Current report
The increase in selling and marketing expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to (i) higher payroll costs of $1.0 million due mainly to higher average headcount levels, (ii) higher travel costs of $0.3 million, and (iii) higher professional services expense of $0.2 million. This was partially offset by lower credit loss provisions of $0.2 million. Selling and marketing costs as a percentage of revenue were 8.7% for the six months ended June 30, 2026, compared to 5.9% for the six months ended June 30, 2025.
Current report
General and administrative
Current report
The increase in general and administrative expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to (i) higher stock-based compensation expense of $3.2 million as a result of (a) new award grants and (b) the impact of certain executive award forfeitures during the six months ended June 30, 2025, (ii) higher professional service costs of $1.5 million, largely attributable to increased legal fees, (iii) higher payroll-related costs of $0.6 million, mainly related to CEO transition costs in April 2026, and (iv) costs associated with our consolidated subsidiary, Alpha Steel, as well as higher insurance and travel costs. General and administrative expenses as a percentage of revenue were 37.3% for the six months ended June 30, 2026, compared to 25.0% for the six months ended June 30, 2025.
Current report
Interest expense
Current report
Gain from disposal of investment in unconsolidated subsidiary
Current report
We sold our 23% equity interest in our unconsolidated subsidiary, Dimension Energy LLC ("Dimension"), on June 24, 2021. Dimension is a community solar developer based in Atlanta, Georgia that provides renewable energy solutions for local communities in the United States.
Current report
The sales agreement with Dimension included an earnout provision which provided for the potential to receive additional contingent consideration, based on Dimension achieving certain performance milestones, and additional contingent consideration in the form of a projects escrow release based on Dimension’s completion of certain construction projects in progress at the time of the sale.
Current report
During the six months ended June 30, 2025, we received a final earnout payment of $3.2 million that was recognized in accordance with our policy election of recording such gains when realized.
Current report
Loss from unconsolidated subsidiary
Current report
Second Amendment to Credit Agreement, failure to meet cash and direct tracker margin covenants and Limited Waiver
Current report
As noted above, our unrestricted cash on hand at June 30, 2026 was $10.1 million. As a result, we were not in compliance with the required minimum unrestricted cash covenant of $15.0 million pursuant to the Second Amendment as of June 30, 2026. We were also not in compliance with a required minimum direct tracker margin covenant for the three months ended June 30, 2026. On August 4, 2026, we entered into a Limited Waiver and Limited Consent to Credit Agreement (the "Waiver") with the Lenders in which the Lenders waived our noncompliance with the minimum unrestricted cash and minimum direct tracker margin covenants as described above. The Waiver covers the periods of noncompliance but does not cover our ability to comply with covenants in future periods. As a result of factors that are outside of our control in terms of timing of customer project activity and resulting revenue and cash flows, there is currently uncertainty as to our ability to fully meet all existing quarterly and annual financial covenants during the twelve-month period following the date of the consolidated financial statements included in this Quarterly Report. Accordingly, we have classified all outstanding debt under our Credit Agreement as a current obligation as of June 30, 2026. Should future actual results, including near-term operating and capital raising activities prove to be sufficient, we will reconsider the classification of our debt when appropriate.
Current report
On August 4, 2026, we entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) to establish an equity line of credit of up to $20.0 million (the “Purchase Agreement”). Pursuant to the Purchase Agreement, Lincoln Park committed to purchase, at our direction from time to time, up to an aggregate of $20.0 million of our common stock, subject to the terms, conditions and limitations set forth in the Purchase Agreement. We also entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement”), pursuant to which we agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the resale by Lincoln Park of the shares of common stock that have been and may be issued and sold to Lincoln Park under the Purchase Agreement, including the commitment shares described below, and to take such other actions as are reasonably necessary to maintain the effectiveness of such registration statement as provided in the Registration Rights Agreement.
Current report
Under the terms of the Purchase Agreement, from and after the date on which the conditions to Lincoln Park’s purchase obligations have been satisfied, including that the registration statement described above is declared effective by the SEC and a final prospectus is filed with the SEC (the “Commencement Date”), we will have the right, but not the obligation, in our sole discretion to direct Lincoln Park to purchase shares of Common Stock from time to time over a period of up to 24 months for aggregate gross proceeds of up to $20.0 million. From and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is not below $1.00 per share, we may, by written notice, direct Lincoln Park to purchase up to 20,000 shares of Common Stock (a “Regular Purchase”), which amount may be increased to up to 30,000 shares of Common Stock if the closing sale price is not below $2.00 per share, up to 40,000 shares of Common Stock if the closing sale price is not less than $3.00 per share of Common Stock, and up to 50,000 shares if the closing sale price is not below $4.00 per share of Common Stock, in each case subject to a maximum dollar amount of $1.0 million per Regular Purchase. The purchase price per share for each Regular Purchase will be equal to 97% of the lower of (i) the lowest sale price of the Common Stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the Common Stock during the ten consecutive business days immediately preceding the applicable purchase date. In addition, if we direct Lincoln Park to purchase the maximum number of shares permitted in a Regular Purchase on an applicable purchase date, then, in addition to such Regular Purchase and subject to the satisfaction of certain conditions and limitations set forth in the Purchase Agreement, we may also direct Lincoln Park to purchase additional shares of Common Stock in an accelerated purchase (an “Accelerated Purchase”) on the following business day. For an Accelerated Purchase, Lincoln Park will purchase the lesser of (i) three times the regular purchase share limit for the corresponding Regular Purchase and (ii) 30% of the trading volume on the Accelerated Purchase date as specified in the Purchase Agreement, at a purchase price per share equal to the lower of 97% of (x) the closing sale price on the Accelerated Purchase date and (y) the volume-weighted average price during the measurement period specified in the Purchase Agreement for such date. Subject to satisfaction of the applicable conditions, we may direct multiple Accelerated Purchases in a single trading day.
Current report
In addition, the Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if such shares, when aggregated with all other shares then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of Common Stock, which beneficial ownership cap may be increased by Lincoln Park to up to 9.99% upon 61 days’ prior written notice to the Company. Additionally, unless otherwise approved by our stockholders, we may not issue shares of Common Stock under the Purchase Agreement in excess of 19.9% of our common stock outstanding on August 4, 2026.
Current report
As consideration for Lincoln Park’s commitment to purchase shares under the Purchase Agreement, on the date of the Purchase Agreement we issued to Lincoln Park 60,145 shares of Common Stock as commitment shares.
Current report
Acquisition Notes
Current report
As noted above, we were not in compliance with the required minimum cash and direct tracker margin covenants pursuant to the Second Amendment as of June 30, 2026. On August 4, 2026, we entered into the Waiver with the Lenders in which the Lenders waived our noncompliance with these minimum unrestricted cash and minimum direct tracker margin covenants as described above. The waiver covered the periods of noncompliance but did not cover our ability to comply with covenants in future periods. As a result of factors that are outside of our control in terms of timing of customer project activity and resulting revenue and cash flows, there is currently uncertainty as to our ability to fully meet all existing quarterly and annual financial covenants during the twelve-month period following the date of the consolidated financial statements included herein. Accordingly, we have classified all outstanding debt under our Credit Agreement as a current obligation as of June 30, 2026.
Current report
As noted above, at June 30, 2026, the Company was not in compliance with the required minimum unrestricted cash and direct tracker margin financial covenants under the Credit Agreement. On August 4, 2026, we entered into the Waiver with the Lenders in which the Lenders waived our noncompliance with these minimum unrestricted cash and minimum direct tracker margin covenants.
Current report
As a result of factors that are outside of our control in terms of timing of customer project activity and resulting revenue and cash flows, there is currently uncertainty as to our ability to fully meet all existing quarterly and annual financial covenants during the twelve-month period following the date of the consolidated financial statements included herein. Accordingly, the outstanding Term Loan and A&R Promissory principal, plus accrued paid-in-kind interest, related unamortized discount and debt issue costs and any applicable Exit Fee, have been classified as a current obligation at June 30, 2026.
Current report
For the six months ended June 30, 2026 and 2025
Removed paragraphs (10)
Previous report
We had negative gross margin for the three months ended March 31, 2026 due mainly to the impact of the low levels of product revenues which were not sufficient to fully cover our indirect costs.
Previous report
We had negative gross margin for the three months ended March 31, 2025 due to (i) the impact of low product revenue levels which were not sufficient to cover our direct costs and (ii) insufficient service revenue to fully cover our warehousing costs.
Previous report
ATM program
Previous report
As of March 31, 2026, in addition to our cash on hand and working capital, we had approximately $8.24 million of remaining capacity available for future sales of our common stock under an effective prospectus supplement to our at the market facility under the At the Market Offering Agreement dated May 1, 2025 (the "Sale Agreement") with H.C. Wainwright & Co. LLC, and the related prospectus covering the offering, issuance and sale of up to a maximum aggregate offering price of approximately $13.75 million of our common stock that may be sold under such At the Market Offering Agreement in at the market offerings (the "ATM program"), described further in Note 13, "ATM program" below. There can be no assurance regarding the price at which we will be able to sell such shares in the future, whether under the
Previous report
ATM program or other securities offerings, and any sales of our common stock under the ATM program or other securities offerings may be at prices that result in additional dilution to our existing stockholders.
Previous report
Second Amendment to Credit Agreement
Previous report
Short-term debt
Previous report
Notes totaled approximately $2.2 million. We made a principal reduction of $1.1 million in April 2026 and the remaining balance, plus accrued interest, is required to be paid upon maturity no later than five business days after July 1, 2026.
Previous report
The remainder of our short-term debt at March 31, 2026 consists of $7.5 million of required principal payments during the next twelve months on our Term Loans, as described further below
Previous report
At March 31, 2026, the Company was in compliance with all applicable financial covenants under the Credit Agreement.
Reworded paragraphs (42)
Previous wording
This discussion and analysis of our financial condition and results of operations contain the presentation of Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS, which are not presented in accordance with U.S. GAAP. Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are being presented because they provide the Company and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to be substitutes for any U.S. GAAP financial information. Readers of this Form 10-Q should use Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS only in conjunction with Net Loss and Net Loss per Share, the most comparable U.S. GAAP financial measures. Reconciliations of Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to Net Loss and Net Loss per Share, the most comparable U.S. GAAP measures, are provided in "Non-GAAP Financial Measures" below.
Current wording
This discussion and analysis of our financial condition and results of operations contains the presentation of Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS, which are not presented in accordance with U.S. GAAP. Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are being presented because they provide the Company and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to be substitutes for any U.S. GAAP financial information. Readers of this Form 10-Q should use Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS only in conjunction with Net Income (Loss) and Net Income (Loss) per Share, the most comparable U.S. GAAP financial measures. Reconciliations of Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to Net Income (Loss) and Net Income (Loss) per Share, the most comparable U.S. GAAP measures, are provided in "Non-GAAP Financial Measures" below.
Previous wording
CBP. There continues to be challenges in achieving full compliance with UFLPA, whether related to sufficient traceability of materials or other factors. Escalating trade tensions, particularly between the United States and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain raw materials and components for our products. We have taken measures with the intention of mitigating the effect of tariffs and the impact of AD/CVD and UFLPA on our business by reducing our reliance on China and enhancing our U.S.-based supply chain, including through our acquisition of Alpha Steel.
Current wording
U.S. Customs and Border Protection ("CBP"). There continues to be challenges in achieving full compliance with UFLPA, whether related to sufficient traceability of materials or other factors. Escalating trade tensions, particularly between the United States and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain raw materials and components for our products. We have taken measures with the intention of mitigating the effect of tariffs and the impact of AD/CVD and UFLPA on our business by reducing our reliance on China and enhancing our U.S.-based supply chain, including through our acquisition of Alpha Steel.
Previous wording
On June 6, 2022, President Biden issued an Executive Order allowing U.S. solar deployers to import solar modules and cells from Cambodia, Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy technologies. This moratorium ended in June 2024. The U.S. International Trade Administration and the U.S. International Trade Commission completed a sunset review in October 2024 and decided to continue existing AD/CVD orders on CSPV cells/modules from China resulting in longstanding China tariffs remaining in force. In April 2025, the U.S. Department of Commerce issued final determinations concluding that producers and exporters in Cambodia, Malaysia, Thailand and Vietnam were dumping and/or receiving countervailing subsidies resulting in high tariff rates now applying to many Chinese-owned manufacturers operating in these countries. In addition, in August 2025, the U.S. International Trade Commission issued an affirmative preliminary injury determination on imports of CSPV cells and modules from Laos, Indonesia and India. The U.S. Department of Commerce is currently assessing whether the imports at issue are being dumped or unfairly subsidized.
Current wording
On June 6, 2022, President Biden issued an Executive Order allowing U.S. solar deployers to import solar modules and cells from Cambodia, Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy technologies. This moratorium ended in June 2024. The U.S. International Trade Administration and the U.S. International Trade Commission completed a sunset review in October 2024 and decided to continue existing AD/CVD orders on CSPV cells/modules from China resulting in longstanding China tariffs remaining in force. In April 2025, the U.S. Department of Commerce issued final determinations concluding that producers and exporters in Cambodia, Malaysia, Thailand and Vietnam were dumping and/or receiving countervailing subsidies resulting in high tariff rates now applying to many Chinese-owned manufacturers operating in these countries. In addition, in August 2025, the U.S. International Trade Commission issued an affirmative preliminary injury determination on imports of CSPV cells and modules from Laos, Indonesia and India. On April 23, 2026, the U.S. Department of Commerce issued preliminary affirmative antidumping determinations finding that CSPV products from all three countries were being sold in the U.S. at less than fair value. While the investigation by the U.S. Department of Commerce is in the final phase, final orders have not yet been issued and a final injury determination by the U.S. International Trade Commission is currently scheduled for the fourth quarter of 2026.
Previous wording
On April 5, 2025, the United States imposed a universal 10% "reciprocal" tariff on most imports into the United States, excluding certain products and certain qualifying imports from Canada and Mexico. Throughout 2025, tariff rates continued to change and fluctuate as negotiations continued between the United States and various countries. As an example, the United States increased the reciprocal tariff rate on China from 10% to 125%, in addition to other tariffs of 20% imposed on China earlier in 2025 and the Section 301 tariffs imposed on many Chinese-origin products during the first Trump Administration, and China imposed a retaliatory 125% tariff on goods imported from the United States in response. In May 2025, the U.S. and China agreed to a 90-day rollback whereby the United States cut the Chinese levies from 145% to 30% and China lowered the duties on U.S. goods from 125% to 10%, effective May 14, 2025. This rollback period was subsequently extended through November 10, 2026. New reciprocal tariffs were also announced on selected countries that were well above the universal 10% tariff rate. On February 20, 2026, the U.S. Supreme Court rejected the Trump Administration's use of the International Emergency Economic Powers Act as a basis for the imposition of tariffs and, as a result of that ruling, on March 6, 2026, CBP outlined plans to establish a system for tariff refunds in 45 days following an order on March 4, 2026, by the Court of International Trade for CBP to progress with a tariff refund process. Following the ruling by the U.S. Supreme Court, the Trump Administration announced it would utilize authority under Section 122 of the Trade Act of 1974 to implement tariffs of up to 15% for a limited period of time without U.S. Congressional approval and may ultimately replace such tariffs with longer-lasting authority under Section 301 of the Trade Act. As of the filing of this Quarterly Report, matters involving tariffs continue to evolve and change. Depending on the terms of our existing contracts with customers, we may not in all cases be able to fully recover the increased cost for delivery of tracker systems currently being manufactured for our customers by our international vendors due to higher tariffs currently in place or that may be imposed in the future, which has and may continue to impact our expected profitability under certain contracts. Imposition of new or higher tariffs could also adversely affect the amount or timing of our future revenue, results of operations or cash flows.
Current wording
On April 5, 2025, the United States imposed a universal 10% "reciprocal" tariff on most imports into the United States, excluding certain products and certain qualifying imports from Canada and Mexico. Throughout 2025, tariff rates continued to change and fluctuate as negotiations continued between the United States and various countries. As an example, the United States increased the reciprocal tariff rate on China from 10% to 125%, in addition to other tariffs of 20% imposed on China earlier in 2025 and the Section 301 tariffs imposed on many Chinese-origin products during the first Trump Administration, and China imposed a retaliatory 125% tariff on goods imported from the United States in response. In May 2025, the U.S. and China agreed to a 90-day rollback whereby the United States cut the Chinese levies from 145% to 30% and China lowered the duties on U.S. goods from 125% to 10%, effective May 14, 2025. This rollback period was subsequently extended through November 10, 2026. New reciprocal tariffs were also announced on selected countries that were well above the universal 10% tariff rate. On February 20, 2026, the U.S. Supreme Court rejected the Trump Administration's use of the International Emergency Economic Powers Act ("IEEPA") as a basis for the imposition of tariffs and, as a result of that ruling, during Q2 2026, the U.S. government implemented initial mechanisms allowing importers to seek recovery of tariffs previously imposed under IEEPA authorities. Following the ruling by the U.S. Supreme Court, the Trump Administration announced it would utilize authority under Section 122 of the Trade Act of 1974 to implement tariffs of up to 15% for a limited period of time without U.S. Congressional approval and may ultimately replace such tariffs with longer-lasting authority under Section 301 of the Trade Act. On May 7, 2026, the U.S. Court of International Trade (the "CIT") held that Proclamation 11012, which imposed the Section 122 tariffs, was invalid. The U.S. government appealed the decision and on June 11, 2026, the Federal Court stayed the CIT decision pending appeal, allowing for CBP to continue to collect the tariffs. As of the filing of this Quarterly Report, matters involving tariffs continue to evolve and change. Depending on the terms of our existing contracts with customers, we may not in all cases be able to fully recover the increased cost for delivery of tracker systems currently being manufactured for our customers by our international vendors due to higher tariffs currently in place or that may be imposed in the future, which has and may continue to impact our expected profitability under certain contracts. Imposition of new or higher tariffs could also adversely affect the amount or timing of our future revenue, results of operations or cash flows.
Previous wording
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act, which accelerates the phase-outs and terminations of various eligible federal tax credits enacted as part of the IRA.
Current wording
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act, which accelerated the phase-out and termination of various eligible federal tax credits enacted as part of the IRA.
Previous wording
Disruptions in Transportation and Supply Chain. Our costs are affected by the costs of certain components and materials, such as steel, motors and micro-chips, as well as transportation costs. Capacity constraints, particularly with regard to U.S. manufactured steel output, current market conditions, extreme adverse weather events and international conflicts may constrain the supply of materials and disrupt the flow of materials from international vendors, which could impact the cost of our products and services, along with overall rates of inflation in the global economy. For example, the war with Iran has led to recent increases in the price of oil which can affect transportation costs we are required to pay for delivery of materials to our customers that we may not be able to recover under the terms of our contracts. While inflation rates and certain costs have moderated recently, the overall level of various other costs, including fuel costs, continues to be elevated. Although we don't believe inflation has had a material impact on our results as presented in this report, such cost increases and decreases could impact our future operating margins, if material.
Current wording
Disruptions in Transportation and Supply Chain. Our costs are affected by the costs of certain components and materials, such as steel, motors and micro-chips, as well as transportation costs. Capacity constraints, particularly with regard to U.S. manufactured steel output, current market conditions, extreme adverse weather events and international conflicts may constrain the supply of materials and disrupt the flow of materials from international vendors, which could impact the cost of our products and services, along with overall rates of inflation in the global economy. For example, the war with Iran has led to recent increases in the price of oil which can affect transportation costs we are required to pay for delivery of materials to our customers that we may not be able to recover under the terms of our contracts. While inflation rates and certain costs have moderated in recent years, the overall level of various other costs, including fuel costs, continues to fluctuate and be elevated. Although we don't believe inflation has had a material impact on our results as presented in this report, such cost increases and decreases could impact our future operating margins, if material.
Previous wording
Impact of Climate Change. Climate change has primarily impacted our business operations by increasing demand for solar power generation and, as a result, for use of our products. The U.S. Energy Information Administration, in its January 2026 Short-Term Energy Outlook, estimates that solar generation will lead total electricity generation growth in 2026 and 2027, by increasing more than 20% each year, after increasing 33% in 2025.
Current wording
Impact of Climate Change. Climate change has primarily impacted our business operations by increasing demand for solar power generation and, as a result, for use of our products. The U.S. Energy Information Administration, in its July 2026 Short-Term Energy Outlook, indicates that solar remains one of the fastest-growing generation sources in the U.S. power mix and estimates that solar generation, as a percent of total U.S. electricity generation, will continue to increase during 2026 and 2027, in relation to prior years.
Previous wording
For the periods included in this Quarterly Report, no company locations other than in the United States accounted for more than 10% of our consolidated revenue. Our revenue growth is dependent on continued growth in the number of solar tracker projects and engineering services we win in competitive bidding processes and growth in our software sales each year, as well as our ability to increase our market share in each of the geographies in which we currently compete, expand our global footprint to new emerging markets, grow our production capabilities to meet demand and continue to develop and introduce new and innovative products that address the changing technology and performance requirements of our customers, among other things.
Current wording
For the periods included in this Quarterly Report, no company locations other than in the United States and Australia accounted for more than 10% of our consolidated revenue. Our revenue growth is dependent on continued growth in the number of solar tracker projects and engineering services we win in competitive bidding processes and growth in our software sales each year, as well as our ability to increase our market share in each of the geographies in which we currently compete, expand our global footprint to new emerging markets, grow our production capabilities to meet demand and continue to develop and introduce new and innovative products that address the changing technology and performance requirements of our customers, among other things.
Previous wording
During 2025, and for the three months ended March 31, 2026 and 2025, we added new employees in certain areas in response to current project activity levels. Certain of our headcount changes also reflect a shift of our employee base to more cost-effective markets with exceptional talent. Our gross profit may vary period-to-period due to changes in our headcount, ASP, product costs, product versus service mix, customer mix, geographical mix, shipping methods, warranty costs and seasonality.
Current wording
During the three and six months ended June 30, 2026 and 2025, we added new employees in certain areas in response to current project activity levels. Certain of our headcount changes also reflect a shift of our employee base to more cost-effective markets with exceptional talent. Our gross profit may vary period-to-period due to changes in our headcount, ASP, product costs, product versus service mix, customer mix, geographical mix, shipping methods, warranty costs and seasonality.
Previous wording
The decrease in product revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily due to a decrease of 52% in the amount of MW produced due mainly to project size and timing. This was partially offset by an increase of 34% in ASP for the three months ended March 31, 2026, resulting from project mix changes as compared to the three months ended March 31, 2025.
Current wording
The increase in product revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to an increase of 56% in the amount of MW produced due mainly to project size and timing. This was partially offset by a decrease of 10% in ASP for the three months ended June 30, 2026, resulting from project mix changes as compared to the three months ended June 30, 2025.
Previous wording
The decrease in cost of revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily driven by a decrease of 52% in MW produced and lower shipping and warehousing costs. This was partially offset by (i) additional costs related to the inclusion of Alpha Steel, (ii) higher tariffs, and (iii) an increase of 56% in logistics activity levels.
Current wording
The increase in cost of revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily driven by an increase of 56% in MW produced and the inclusion of additional costs for Alpha Steel as Alpha Steel is now a wholly owned subsidiary. This was partially offset by a decrease of 37% in logistics activity levels and lower tariffs. In addition, we incurred additional costs during the three months ended June 30, 2025 associated with specified minimum purchase commitments with Alpha Steel that did not reoccur during the three months ended June 30, 2026.
Previous wording
Our gross margin percentage of revenue for the three months ended March 31, 2026 was a negative 7.1%, compared to a negative 16.6% for the three months ended March 31, 2025.
Current wording
Our gross margin percentage of revenue for the three months ended June 30, 2026 was a negative 8.5%, compared to a negative 19.6% for the three months ended June 30, 2025.
Previous wording
The increase in research and development expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to (i) higher spending on lab and other research activities totaling $0.1 million. and (ii) higher stock-based compensation costs of $0.1 million due to recent grants of new awards. Research and development expenses as a percentage of revenue were 6.5% for the three months ended March 31, 2026, as compared to 4.4% for the three months ended March 31, 2025.
Current wording
The increase in research and development expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to higher stock-based compensation costs of $0.1 million due to recent grants of new awards. Research and development expenses as a percentage of revenue were 4.6% for the three months ended June 30, 2026, as compared to 5.6% for the three months ended June 30, 2025.
Previous wording
The increase in selling and marketing expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to (i) higher payroll costs of $0.2 million due to higher headcount levels, (ii) higher professional services and stock-based compensation expense of $0.2 million, (iii) higher credit loss provisions of $0.1 million, and (iv) increased travel. Selling and marketing costs as a percentage of revenue were 9.9% for the three months ended March 31, 2026, compared to 5.5% for the three months ended March 31, 2025.
Current wording
The increase in selling and marketing expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to (i) higher payroll costs of $0.8 million due to higher headcount levels, (ii) higher travel costs of $0.2 million, and (iii) higher professional service costs of $0.1 million. This was partially offset by lower credit loss provisions of $0.3 million. Selling and marketing costs as a percentage of revenue were 7.9% for the three months ended June 30, 2026, compared to 6.5% for the three months ended June 30, 2025.
Previous wording
The increase in general and administrative expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to (i) higher stock-based compensation expense of $2.5 million as a result of new award grants, (ii) higher professional service costs of $1.0 million, largely attributable to increased legal fees and (iii) increased travel and facility costs. These increases were partially offset by lower payroll expense of $0.7 million, due mainly to lower headcount levels and lower bonus and severance costs. General and administrative expenses as a percentage of revenue were 46.3% for the three months ended March 31, 2026, compared to 24.3% for the three months ended March 31, 2025.
Current wording
The increase in general and administrative expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to (i) higher payroll expense of $1.2 million, due mainly to CEO transition costs in April 2026, (ii) higher stock-based compensation expense of $0.7 million as a result of (a) new award grants and (b) the impact of certain executive award forfeitures during the three months ended June 30, 2025, (iii) higher professional service costs of $0.4 million, largely attributable to increased legal fees and (iv) increased travel, insurance, depreciation and other operating costs. General and administrative expenses as a percentage of revenue were 31.4% for the three months ended June 30, 2026, compared to 25.8% for the three months ended June 30, 2025.
Previous wording
Interest expense is related mainly to our outstanding short- and long-term debt and consisted of the following:
Current wording
Interest expense is related mainly to our outstanding debt and consisted of the following:
Previous wording
The increase in service revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily resulted from (i) an increase of 56% in logistics activity levels and (ii) an increase of 35% in ASP as compared to the three months ended March 31, 2025 as a result of project size and pricing.
Current wording
The increase in service revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily resulted from (i) an increase of 25% in ASP as compared to the six months ended June 30, 2025 as a result of project size and pricing, and (ii) an increase of 10% in logistics activity levels.
Previous wording
The New Warrants issued in connection with the Credit Agreement, as described further in Note 11, "Debt" in our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, are classified as a long-term liability. Due largely to a decrease in the price of our common stock during the three months ended March 31, 2026, the fair value of the New Warrants decreased from $74.5 million at December 31, 2025 to $25.8 million as of March 31, 2026, resulting in recognition of a non-cash gain during the three months ended March 31, 2026.
Current wording
The New Warrants issued in connection with the Credit Agreement, as described further in Note 11, "Debt" in our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, are classified as a long-term liability. Due largely to a decrease in the price of our common stock during the six months ended June 30, 2026, the fair value of the New Warrants decreased from $74.5 million at December 31, 2025 to $34.7 million as of June 30, 2026, resulting in recognition of a non-cash gain during the six months ended June 30, 2026.
Previous wording
We have incurred cumulative operating losses since inception and have a history of cash outflows from operations, inclusive of $12.8 million in cash utilized in our operating activities during the three months ended March 31, 2026. As of March 31, 2026, we had cash on hand of $5.6 million, $20.4 million of working capital and a stockholders' deficit of $6.1 million.
Current wording
We have incurred cumulative operating losses since inception and have a history of cash outflows from operations, inclusive of $4.5 million in cash utilized in our operating activities during the six months ended June 30, 2026. As of June 30, 2026, we had unrestricted cash on hand of $10.1 million, a working capital deficit of $7.9 million and stockholders' deficit of $30.3 million.
Previous wording
As described further in Note 11, "Debt" in Part I, Item 1 of this Quarterly Report, on March 23, 2026, we entered into a Second Amendment and Limited Waiver to our Credit Agreement (the “Second Amendment”) pursuant to which the Lenders: (i) provided a waiver relating to our breach of the purchase order covenant in our Credit Agreement for the fiscal quarter ended December 31, 2025; (ii) agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) agreed to further amend certain other existing financial covenants under the Credit Agreement, including the elimination of the minimum revenue and cash covenants for the quarter ended March 31, 2026. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal will be repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026.
Current wording
As described further in Note 11, "Debt" in Part I, Item 1 of this Quarterly Report, on March 23, 2026, we entered into a Second Amendment and Limited Waiver to our Credit Agreement (the “Second Amendment”) pursuant to which the Lenders: (i) provided a waiver relating to our breach of the purchase order covenant in our Credit Agreement for the fiscal quarter ended December 31, 2025; (ii) agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) agreed to further amend certain other existing financial covenants under the Credit Agreement, including (a) a required minimum unrestricted cash covenant of $10.0 million as of September 30, 2026 and a minimum revenue covenant of $50.0 million for the quarter ended September 30, 2026. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal was repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026.
Previous wording
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders (the "Selling Members") of Alpha Steel LLC ("Alpha Steel") pursuant to which we agreed to acquire all of their membership interests for a purchase price of approximately $2.7 million, which was evidenced by promissory notes payable in various installments during 2026 (the "Acquisition Notes"). As of March 31, 2026, we had made a required payment of approximately $0.5 million to the Selling Members, with remaining installments, plus accrued interest, due by no later than July 2026. The Acquisition Notes are secured by all of Alpha Steel's assets, provided, however, the security interests granted to each of the Selling Members under the Acquisition Notes are subordinate and junior to the security interests in favor of the Lenders under the Credit Agreement.
Current wording
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders (the "Selling Members") of Alpha Steel LLC ("Alpha Steel") pursuant to which we agreed to acquire all of their membership interests for a purchase price of approximately $2.7 million, which was evidenced by promissory notes payable in various installments during 2026 (the "Acquisition Notes"). As of June 30, 2026, we had a remaining required payment of approximately $1.1 million due to the Selling Members, plus accrued interest, which we paid during August 2026. The Acquisition Notes were secured by all of Alpha Steel's assets, provided, however, the security interests granted to each of the Selling Members under the Acquisition Notes were subordinate and junior to the security interests in favor of the Lenders under the Credit Agreement.
Previous wording
In view of the requirements for quarterly cash interest payments and certain specified principal payments under the Credit Agreement (including the required prepayments summarized above) and principal and interest payments for the Acquisition Notes, as well as our history of operating losses and cash outflows, and considering that the availability of additional financing provided by the Credit Agreement in the form of Second Delayed Draw Term Loans is not completely within our control, we believe these factors create uncertainty as to our ability to fully meet the financial covenant requirements under the Credit Agreement during the twelve months following issuance of this Quarterly Report. Therefore, we have concluded that substantial doubt exists as to our ability to continue as a going concern within the next year.
Current wording
In view of the requirements for quarterly cash interest payments, a specified prepayment of principal under the Credit Agreement, and principal and interest payments for the Acquisition Notes, as well as our history of operating losses and cash outflows, and considering that the availability of additional financing provided by the Credit Agreement in the form of Second Delayed Draw Term Loans or full utilization of the equity line of credit is not completely within our control, we believe these factors create uncertainty as to our ability to fully meet the financial covenant requirements under the Credit Agreement during the twelve months following issuance of this Quarterly Report. Therefore, we have concluded that substantial doubt exists as to our ability to continue as a going concern within the next year.
Previous wording
Our ability to meet our liquidity needs over the next year is dependent upon (i) our cash on hand (subject to (x) required principal repayments of $2.5 million and $5.0 million during May 2026 and September 2026, respectively, under the Credit Agreement, as well as principal and interest payments due for the Acquisition Notes, and (y) a $15.0 million minimum unrestricted cash covenant under the Credit Agreement effective for the quarter ending June 30, 2026 and as further reduced by required principal repayments under the Credit Agreement thereafter) and our compliance with the financial covenants under the Credit Agreement, (ii) our current expectations of increased project activity and cash flow during the twelve-month period following issuance of our consolidated financial statements, (iii) the availability of additional proceeds in the form of Second Delayed Draw Term Loans that may be requested by the Company, subject to approval by the Lenders in their sole discretion, (iv) utilization, as appropriate, of the capacity available for future sales of our common stock under the ATM program, and (v) if we determine necessary, our ability to raise additional capital through other securities offerings. In addition, we continue to remain focused on implementing additional cost savings steps, which could impact, among other things, the location of our headcount and the level of services currently provided by third parties.
Current wording
Our ability to meet our liquidity needs over the next year is dependent upon (i) our unrestricted cash on hand (subject to (x) a required principal repayment of $5.0 million on September 30, 2026, under the Credit Agreement, as well as principal and interest payments due for the Acquisition Notes, and (y) a $10.0 million minimum unrestricted cash covenant under the Credit Agreement effective for the quarter ending September 30, 2026, and each quarter thereafter, and our compliance with all other financial covenants under the Credit Agreement, (ii) our current expectations of increased project activity and cash flow during the twelve-month period following issuance of our consolidated financial statements, (iii) the availability of additional proceeds in the form of Second Delayed Draw Term Loans that may be requested by the Company, subject to approval by the Lenders in their sole discretion, and (iv) our ability to raise additional capital through the equity line of credit or other securities offerings. In addition, we continue to remain focused on implementing additional cost savings steps, which could impact, among other things, the size and location of our headcount and the level of services currently provided by third parties.
Previous wording
In connection with our acquisition of 100% of the Membership Interests in Alpha Steel in November 2025, we agreed to pay approximately $2.7 million in various installments during 2026, which was evidenced by Acquisition Notes. During the quarter ended March 31, 2026, we made a required principal payment of approximately $0.5 million to the Selling Members. The Acquisition Notes bear interest on any unpaid balance at a rate of 3.64% per annum and were discounted upon issuance at a market-participant discount rate resulting in an effective interest rate of approximately 12% until maturity. At March 31, 2026, the outstanding balance of our Acquisition
Current wording
In connection with our acquisition of 100% of the Membership Interests in Alpha Steel in November 2025, we agreed to pay approximately $2.7 million in various installments during 2026, which was evidenced by Acquisition Notes. At June 30, 2026, we had a remaining balance due of approximately $1.1 million, plus accrued interest, which we paid during August 2026. The Acquisition Notes bear interest on any unpaid balance at a rate of 3.64% per annum and are secured by all of Alpha Steel's assets, provided, however, the security interests granted to each of the Selling Members under the Acquisition Notes are subordinate and junior to the security interests in favor of the Lenders under the Credit Agreement described below. The Acquisition Notes were discounted upon issuance at a market-participant discount rate resulting in an effective interest rate of approximately 12% until maturity.
Previous wording
We entered into the Original Credit Agreement, effective July 2, 2025, with various lenders (the "Lenders") and Acquiom Agency Services LLC, as Administrative Agent. On November 1, 2025 we entered into a First Amendment to Credit Agreement to amend certain of the financial covenants applicable to us and in connection with our agreement to acquire 100% of the membership interests in Alpha Steel. On March 23, 2026, we entered into the Second Amendment pursuant to which: (i) the Lenders provided a waiver relating to our breach of the purchase order covenant for the fiscal quarter ended December 31, 2025; (ii) the Lenders agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) we and the Lenders agreed to further amend the financial covenants under the Credit Agreement. The amended financial covenants applicable under the Credit Agreement are summarized below. Additionally, in connection with the Second Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal will be repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026. The amount of each of the foregoing principal repayments is referred to as an "ECF Repayment Amount". The Original Credit Agreement, as amended, is referred to below as the "Credit Agreement".
Current wording
We entered into the Original Credit Agreement, effective July 2, 2025, with various lenders (the "Lenders") and Acquiom Agency Services LLC, as Administrative Agent. On November 1, 2025 we entered into a First Amendment to Credit Agreement to amend certain of the financial covenants applicable to us and in connection with our agreement to acquire 100% of the membership interests in Alpha Steel. On March 23, 2026, we entered into the Second Amendment pursuant to which: (i) the Lenders provided a waiver relating to our breach of the purchase order covenant for the fiscal quarter ended December 31, 2025; (ii) the Lenders agreed that a purchase order covenant will not apply to us until the fiscal quarter ending March 31, 2027; and (iii) agreed to further amend certain other existing financial covenants under the Credit Agreement, including (a) a required minimum unrestricted cash covenant of $10.0 million as of September 30, 2026 and a minimum revenue covenant of $50.0 million for the quarter ended September 30, 2026. Additionally, in connection with the Second
Previous wording
The Credit Agreement provides for a senior secured term facility of up to $75 million, consisting of (i) Initial Term Loans and First Delayed Draw Term Loans (both as defined in the Credit Agreement) that were funded during 2025 in an aggregate principal amount of $37.5 million, and (ii) up to $37.5 million principal amount of Second Delayed Draw Term Loans (as defined in the Credit Agreement) that may be requested by the Company and approved by the Lenders in their sole discretion (collectively, with the Initial Term Loans and the First Delayed Draw Term Loans, the "Term Loans"). The Term Loans currently outstanding mature on July 2, 2029.
Current wording
The Credit Agreement provides for a senior secured term facility of up to $75 million, consisting of (i) Initial Term Loans and First Delayed Draw Term Loans (both as defined in the Credit Agreement) that were funded during 2025 in an aggregate principal amount of $37.5 million, and (ii) up to $37.5 million principal amount of Second Delayed Draw Term Loans (as defined in the Credit Agreement) that may be requested by the Company and approved by the Lenders in their sole discretion (collectively, with the Initial Term Loans and the First Delayed Draw Term Loans, the "Term Loans"). The Term Loans currently outstanding were originally scheduled to mature on July 2, 2029.
Previous wording
As a result of the principal payments required in 2026 under the terms of the Second Amendment, we now estimate an Exit Fee of approximately $2.6 million will be owed upon maturity of the debt, in addition to the repayment at maturity of any outstanding principal under the Term Loans, plus accrued and unpaid interest. We are accreting each period, as additional interest expense using the interest method, an amount for the expected exit fee obligation that we estimate will be due on July 2, 2029. The amount accrued as of March 31, 2026 for the exit fee obligation is reflected as a component of our total debt balance as shown in Note 11, "Debt", included in Part I, Item 1 of this Quarterly Report.
Current wording
As a result of the principal payments required in 2026 under the terms of the Second Amendment, we now estimate an Exit Fee of approximately $2.6 million will be owed upon the originally stated maturity of the debt, in addition to the repayment upon originally stated maturity of any outstanding principal under the Term Loans, plus accrued and unpaid interest. We are accreting each period, as additional interest expense using the interest method, an amount for the expected exit fee obligation that we estimate will be due on July 2, 2029. The amount accrued as of June 30, 2026 for the exit fee obligation is reflected as a component of our total debt balance as shown in Note 11, "Debt", included in Part I, Item 1 of this Quarterly Report.
Previous wording
Unrestricted Cash Amount. The Company is required to have unrestricted cash balances as of the last day of the fiscal quarter ending June 30, 2026 equal to the greater of (i) $15.0 million and (ii) $20.0 million minus the total ECR Repayment Amounts paid by the Company pursuant to the Credit Agreement on or prior to June 30, 2026. The Company currently anticipates that this covenant will require the Company to have at least $15.0 million in unrestricted cash as of June 30, 2026. The Company is further required to have unrestricted cash balances as of the last day of the fiscal quarter ending September 30, 2026 and each fiscal quarter thereafter equal to the greater of (i) $10.0 million and (ii) $20.0 million minus the total ECF Repayment Amounts actually paid by the Company to the Lenders pursuant to the Credit Agreement prior to such date. The Company currently anticipates that this financial covenant will require the Company to have at least $10.0 million of unrestricted cash as of September 30, 2026 and each fiscal quarter thereafter.
Current wording
Unrestricted Cash Amount. The Company is required to have unrestricted cash balances as of the last day of the fiscal quarter ending September 30, 2026 equal to the greater of (i) $10.0 million and (ii) $15.0 million minus a remaining ECF Repayment
Previous wording
Quarterly Revenue. The Company is required to have consolidated quarterly revenue of at least: (i) $25.0 million for the fiscal quarter ending June 30, 2026; (ii) $50.0 million for the fiscal quarter ending September 30, 2026; and (iii) $75.0 million for the fiscal quarter ending December 31, 2026 and the last day of each fiscal quarter thereafter.
Current wording
Quarterly Revenue. The Company is required to have consolidated quarterly revenue of at least: (i) $50.0 million for the fiscal quarter ending September 30, 2026; and (ii) $75.0 million for the fiscal quarter ending December 31, 2026 and the last day of each fiscal quarter thereafter.
Previous wording
Additionally, the Company’s direct tracker margin must exceed certain thresholds for each fiscal quarter, beginning with the fiscal quarter ended March 31, 2026, and the financial covenants also include a requirement that the amounts due to the Company under new purchase orders must meet certain thresholds beginning with the fiscal quarter ending March 31, 2027.
Current wording
Additionally, the Company’s direct tracker margin must exceed certain thresholds for each fiscal quarter in 2026, and the financial covenants also include a requirement that the amounts due to the Company under new purchase orders must meet certain thresholds beginning with the fiscal quarter ending March 31, 2027.
Previous wording
Also, in connection with the Credit Agreement and the Subordination Agreement, the Company and Investor entered into an Amended and Restated Promissory Note, dated July 2, 2025 (the “A&R Promissory Note”). The A&R Promissory Note amends and restates the original Senior Notes to remove the seniority terms of those notes, conform the original Senior Notes to the terms of the Credit Agreement and the Subordination Agreement, amend certain prepayment and make-whole terms under the original Senior Notes, delete certain covenants and event of default terms, reduce the interest rate under the original Senior Notes to 5% per annum paid in cash and 7% per annum paid in kind, both on the final business day of June and December in each year, and to delete the financial covenants set forth in the original Senior Notes. As a result of an amendment to the Purchase Agreement entered into on July 2, 2025 (the "Purchase Agreement Amendment"), among other things, the Investor agreed to release all liens and guarantees securing the obligations under the Senior Notes, the Purchase Agreement, and the A&R Promissory Note. The A&R Promissory Note also (i) provides for additional interest to be capitalized and added to the principal amount of the debt at a rate of 5% per annum upon the occurrence and continuation of certain events of default and (ii) matures on January 2, 2030.
Current wording
Also, in connection with the Credit Agreement and the Subordination Agreement, the Company and Investor entered into an Amended and Restated Promissory Note, dated July 2, 2025 (the “A&R Promissory Note”). The A&R Promissory Note amends and restates the original Senior Notes to remove the seniority terms of those notes, conform the original Senior Notes to the terms of the Credit Agreement and the Subordination Agreement, amend certain prepayment and make-whole terms under the original Senior Notes, delete certain covenants and event of default terms, reduce the interest rate under the original Senior Notes to 5% per annum paid in cash and 7% per annum paid in kind, both on the final business day of June and December in each year, and to delete the financial covenants set forth in the original Senior Notes. As a result of an amendment to the Purchase Agreement entered into on July 2, 2025 (the "Purchase Agreement Amendment"), among other things, the Investor agreed to release all liens and guarantees securing the obligations under the Senior Notes, the Purchase Agreement, and the A&R Promissory Note. The A&R Promissory Note also (i) provides for additional interest to be capitalized and added to the principal amount of the debt at a rate of 5% per annum upon the occurrence and continuation of certain events of default and (ii) was originally scheduled to mature on January 2, 2030.
Previous wording
At March 31, 2026, the outstanding principal balance of our Term Loans and the A&R Promissory Note totaled approximately $53.6 million, including accrued paid-in-kind interest to date. As noted above, $7.5 million of principal with respect to the Term Loans is required to be paid during the remainder of 2026 and has been classified as short-term debt at March 31, 2026. The remaining outstanding Term Loan and A&R Promissory principal, plus accrued paid-in-kind interest and any applicable Exit Fee, will be due upon maturity, as indicated above.
Current wording
At June 30, 2026, the outstanding principal balance of our Term Loans and the A&R Promissory Note totaled approximately $52.1 million, including accrued paid-in-kind interest to date. As noted above, $5.0 million of principal with respect to the Term Loans is required to be paid in September 2026.
Previous wording
During the three months ended March 31, 2026, we used approximately $8.1 million of cash to fund a portion of our current period expenditures for personnel and facilities, legal and professional fees, insurance, research and development and various other operating activities. This compares to approximately $8.4 million used during the three months ended March 31, 2025, also to fund a portion of our prior period expenditures for various operating activities as described above.
Current wording
During the six months ended June 30, 2026, we used approximately $18.6 million of cash to fund a portion of our current period expenditures for personnel and facilities, legal and professional fees, insurance, research and development and various other operating activities. This compares to approximately $17.4 million used during the six months ended June 30, 2025, also to fund a portion of our prior period expenditures for various operating activities as described above.
Previous wording
During the three months ended March 31, 2026, we used approximately $4.7 million primarily from changes in working capital, mainly related to timing of customer receipts and vendor payments and changes in activity levels.
Current wording
During the six months ended June 30, 2026, we generated approximately $14.2 million of cash primarily from changes in working capital, mainly related to timing of vendor payments and customer receipts, and the impact of changes in activity levels. This compares to approximately $6.7 million of cash generated from changes in working capital during the six months ended June 30, 2025.
Previous wording
Our working capital decreased by approximately $9.2 million from $29.5 million at December 31, 2025 to $20.4 million at March 31, 2026. The decrease was largely attributable to the use of cash described above, partially offset by changes in other working capital balances due to activity levels.
Current wording
Our working capital decreased by approximately $37.5 million from over $29.5 million at December 31, 2025 to a working capital deficit of $7.9 million at June 30, 2026. The decrease was largely attributable to the reclassification of our long-term debt to a current obligation as a result of failing to meet the required minimum unrestricted cash and direct tracker margin financial covenants as of June 30, 2026, the use of cash as described above, and changes in other working capital balances due to activity levels during the six months ended June 30, 2026.
Previous wording
During the three months ended March 31, 2026, we had capital expenditures of approximately $0.3 million, primarily for tooling and new computer and IT equipment.
Current wording
During the six months ended June 30, 2026, we had capital expenditures of approximately $0.6 million, primarily for tooling and new computer and IT equipment.
Previous wording
During the three months ended March 31, 2025, we received $3.2 million of contingent earnout payments from our investment in Dimension that we sold in 2021. We also had capital expenditures of nearly $0.1 million, primarily for tooling.
Current wording
During the six months ended June 30, 2025, we received $3.2 million of contingent earnout payments from our investment in Dimension that we sold in 2021. We also had capital expenditures of nearly $0.3 million, primarily for tooling.
Previous wording
During the three months ended March 31, 2026, we made (i) principal payments of $3.0 million relating to required payments on our outstanding Term Loan and Acquisition Note debt, and (ii) payments for legal fees totaling $0.2 million incurred in connection with entering into the Second Amendment to our Credit Agreement. We also sold 168,700 new shares of our common stock under our ATM program receiving proceeds of approximately $0.8 million. Proceeds received from stock option exercises were minimal during the three months ended March 31, 2025.
Current wording
During the six months ended June 30, 2026, we made (i) principal payments of $6.3 million relating to required payments on our outstanding Term Loan and Acquisition Note debt, and (ii) payments for legal fees totaling $0.2 million incurred in connection with entering into the Second Amendment to our Credit Agreement. We also sold 350,152 new shares of our common stock under our ATM program receiving gross proceeds of approximately $1.5 million.
Previous wording
The allowance for credit losses is based on the lifetime expected credit loss of our customer accounts. To assess the lifetime expected credit loss, we utilize a loss rate method that takes into consideration historical experience and certain other factors, as appropriate, such as credit quality, current economic or other conditions and changes in project status that may affect a customer's ability to pay. This method accelerates the recognition of expected credit losses as compared to the incurred loss model used prior to 2023 and may result in material differences between our estimates and actual collection results. We may also have greater fluctuations in our credit loss expense over time based on changes in our historical experience or changes in estimates of future economic conditions which may not adequately reflect future actual customer payment activity.
Current wording
The allowance for credit losses is based on the lifetime expected credit loss of our customer accounts. To assess the lifetime expected credit loss, we utilize a loss rate method that takes into consideration historical experience and certain other factors, as appropriate, such as credit quality, current economic or other conditions and changes in project status that may affect a customer's ability to pay. This method accelerates the recognition of expected credit losses as compared to the incurred loss model used prior to 2023 and may result in material differences between our estimates and actual collection results. We may also have greater fluctuations in our credit loss expense over time based on changes in our historical experience or changes in estimates of future conditions which may not adequately reflect future actual customer payment activity.
Previous wording
We did not identify any impairments of our long-lived assets or goodwill during the three months ended March 31, 2026 and 2025.
Current wording
We did not identify any impairments of our long-lived assets or goodwill during the six months ended June 30, 2026 and 2025.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
Loss from change in fair value of warrant liability
Current report — wording carried from elsewhere
The New Warrants issued in connection with the Credit Agreement, as described further in Note 11, "Debt" in our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, are classified as a long-term liability. Due largely to an increase in the price of our common stock during the three months ended June 30, 2026, the fair value of the New Warrants increased from $25.8 million at March 31, 2026 to $34.7 million as of June 30, 2026, resulting in recognition of a non-cash loss during the three months ended June 30, 2026.
Current report — wording carried from elsewhere
Gross loss may vary from period-to-period and is primarily affected by our ASP, product costs, timing of tracker production and delivery, customer mix, geographical mix, shipping method, logistics costs, warranty costs, indirect cost control efforts and seasonality.
Current report — wording carried from elsewhere
Interest expense is related mainly to our outstanding debt and consisted of the following:
Current report — wording carried from elsewhere
On November 11, 2025, we entered into a Membership Interest Purchase Agreement with the other equity holders of Alpha Steel pursuant to which we acquired 100% of the membership interests in Alpha Steel, effective November 12, 2025. As a result, Alpha Steel is now our wholly owned subsidiary and the financial results of Alpha Steel since November 12, 2025 have been included in our consolidated results. Prior to November 12, 2025, we held a 45% interest in Alpha Steel, which we accounted for under the equity method of accounting. The loss from unconsolidated subsidiary for the six months ended June 30, 2025 represented our share of the net operating losses incurred by Alpha Steel during that period.
Current report — wording carried from elsewhere
Amendment, we agreed to repay a portion of the principal amount outstanding under the Credit Agreement as follows: (x) $2.5 million of principal was repaid on March 23, 2026; (y) $2.5 million of principal was repaid on May 22, 2026; and (z) $5.0 million of principal will be repaid on September 30, 2026. The amount of each of the foregoing principal repayments is referred to as an "ECF Repayment Amount". The Original Credit Agreement, as amended, is referred to below as the "Credit Agreement".
Current report — wording carried from elsewhere
Amount if actually paid by the Company to the Lenders pursuant to the Credit Agreement prior to such date. The Company currently anticipates that this financial covenant will require the Company to have at least $10.0 million of unrestricted cash as of September 30, 2026, and each fiscal quarter thereafter.
Current report — wording carried from elsewhere
Proceeds received from stock option exercises were minimal during the six months ended June 30, 2025.
Current report — wording carried from elsewhere
For the three months ended June 30, 2026 and 2025
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Cost of revenue and gross profit (loss)