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Delaware | | | 3674 | | | 81-4816270 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Andrea L. Nicolás, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 (212) 735-3000 | | | Jacob D. Wolf, Esq. General Counsel and Secretary FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759 (737) 787-7906 | | | Benjamin K. Marsh, Esq. Goodwin Procter LLP 620 Eighth Avenue New York, New York 10018 (212) 813-8800 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☒ |
Title of Each Class of Securities to be Registered | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | Amount of Registration Fee(3) | | | Amount to be Registered(1) | | | Proposed Maximum Offering Price per Share(1) | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | Amount of Registration Fee(3) |
Common Stock, par value $0.0001 per share | | | $100,000,000 | | | $10,910.00 | | | 21,184,210 | | | $20.00 | | | $423,684,200 | | | $46,224.00 |
(1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933. |
(2) | Includes shares which may be sold pursuant to the underwriters’ option to purchase additional shares, solely to cover over-allotments, if any. |
PROSPECTUS | | |
| | Per Share | | | Total | |
Public offering price | | | $ | | | $ |
Underwriting discounts and commissions(a) | | | $ | | | $ |
Proceeds to us before expenses | | | $ | | | $ |
(a) | See “Underwriting” for a complete description of the compensation payable to the underwriters. |
Barclays | | | BofA Securities | | | Credit Suisse | | | UBS Investment Bank |
HSBC | |||
Cowen | Simmons Energy | A Division of Piper Sandler | Raymond James | Roth Capital Partners |
• | $181.0 million for general corporate purposes, including working capital and operating expenses. We may also use a portion of such proceeds to acquire or invest in businesses, products, services or technologies, however, we do not have binding agreements or commitments for any material acquisitions or investments at this time. |
• | $140.3 million to purchase |
| | Years Ended December 31, | | | Years Ended December 31, | |||||||
| | 2019 | | 2020 | | | 2019 | | 2020 | |||
| (in thousands, except per share data) | | (in thousands, except per share data) | |||||||||
Revenue: | | | | | ||||||||
Product revenue | | $43,085 | | $158,925 | | $43,085 | | $158,925 | ||||
Service revenue | | 10,039 | | 28,427 | | 10,039 | | 28,427 | ||||
Total revenue | | 53,124 | | 187,352 | | 53,124 | | 187,352 | ||||
Cost of revenue(1): | | | | | ||||||||
Product cost of revenue | | 44,212 | | 155,967 | | 44,212 | | 155,967 | ||||
Service cost of revenue | | 10,863 | | 27,746 | | 10,863 | | 27,746 | ||||
Total cost of revenue | | 55,075 | | 183,713 | | 55,075 | | 183,713 | ||||
Gross (loss) profit | | (1,951) | | 3,639 | | (1,951) | | 3,639 | ||||
Operating expenses | | | | | ||||||||
Research and development(1) | | 3,960 | | 5,222 | | 3,960 | | 5,222 | ||||
Selling and marketing(1) | | 1,897 | | 3,545 | | 1,897 | | 3,545 | ||||
General and administrative(1) | | 4,563 | | 11,798 | | 4,563 | | 11,798 | ||||
Total operating expenses | | 10,420 | | 20,565 | | 10,420 | | 20,565 | ||||
Loss from operations | | (12,371) | | (16,926) | | (12,371) | | (16,926) | ||||
Interest expense, net | | 454 | | 480 | | 454 | | 480 | ||||
Loss before income taxes | | (12,825) | | (17,406) | | (12,825) | | (17,406) | ||||
Benefit from income taxes | | (39) | | (83) | | (39) | | (83) | ||||
Loss (Income) from unconsolidated subsidiary | | 709 | | (1,399) | | 709 | | (1,399) | ||||
Net loss | | $(13,495) | | $(15,924) | | $(13,495) | | $(15,924) | ||||
| | | | |||||||||
Net loss per share | | | | | ||||||||
Basic and diluted | | (1.79) | | (1.91) | | (1.79) | | (1.91) | ||||
Weighted-average common shares outstanding | | | | | ||||||||
Basic and diluted | | 7,523,447 | | 8,344,039 | | 7,523,447 | | 8,344,039 | ||||
Pro forma net loss per share information (unaudited)(2) | | | | | ||||||||
Pro forma net loss | | $ | | $(51,280) | | | (51,280) | |||||
Pro forma basic and diluted net loss per share | | | (6.14) | | | (0.70) | ||||||
Pro forma weighted average shares outstanding — basic and diluted | | | 8,347,468 | | | 73,564,070 |
(1) | Costs and expenses include stock-based compensation expense as follows: |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (in thousands) | ||||
Cost of revenue | | | $ 176 | | | $322 |
General and administrative | | | 653 | | | 1,401 |
Research and development | | | 51 | | | 57 |
Selling and marketing | | | 26 | | | 38 |
Total stock-based compensation expense | | | $ 906 | | | $1,818 |
(2) | Pro forma basic net loss per share is computed using pro forma net loss divided by the weighted average number of common shares outstanding during the period, |
| | As of December 31, 2020 | | | As of December 31, 2020 | |||||||||||||
| | Actual | | Pro Forma(1) | | Pro Forma as Adjusted(2)(3) | | | Actual | | Pro Forma(1) | | Pro Forma as Adjusted(2)(3) | |||||
| (in thousands) | | (in thousands) | |||||||||||||||
Consolidated Balance Sheet Data: | | | | | | | ||||||||||||
Cash and restricted cash | | $33,373 | | $33,373 | | $ | | $33,373 | | $33,373 | | $215,589 | ||||||
Total assets | | 71,393 | | 71,393 | | | 71,393 | | 71,393 | | 252,019 | |||||||
Total liabilities | | 63,942 | | 63,942 | | | 63,942 | | 63,942 | | 63,492 | |||||||
Total stockholders’ equity (deficit) | | 7,451 | | 7,451 | | | 7,451 | | 7,451 | | 188,527 |
(1) | The pro forma consolidated balance sheet data gives effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation and (ii) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation expense of $35.4 million associated with RSUs for which the service-based vesting condition was satisfied as of December 31, 2020 and for which the liquidity event-related performance vesting condition will be satisfied in connection with this offering. |
(2) | The pro forma as adjusted column in the balance sheet data table above gives effect to (i) the pro forma adjustments set forth above, (ii) the sale and issuance by us of shares of our common stock in this offering, based upon the assumed initial public offering price of |
(3) | Each $1.00 increase or decrease in the assumed initial public offering price of |
| | Years Ended December 31, | | | Years Ended December 31, | |||||||
| | 2019 | | 2020 | | | 2019 | | 2020 | |||
| (in thousands, except per share data) | | (in thousands, except per share data) | |||||||||
Non-GAAP Measures(1) (unaudited) | | | ||||||||||
Non-GAAP Measures(1) | | | ||||||||||
Adjusted EBITDA | | $(11,053) | | $(15,062) | | $(11,053) | | $(15,062) | ||||
Adjusted Net Loss | | $(11,477) | | $(15,475) | | $(11,477) | | $(15,475) | ||||
Adjusted EPS | | $(1.53) | | $(1.86) | | $(1.53) | | $(1.86) |
(1) | We present Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS as supplemental measures of our performance. We define Adjusted EBITDA as net loss plus (i) income tax benefit, (ii) interest expense, (iii) depreciation expense, (iv) amortization of intangibles, (v) stock-based compensation and (vi) loss (income) from unconsolidated subsidiary. We define Adjusted Net Loss as net loss plus (i) amortization of intangibles, (ii) stock-based compensation, (iii) loss (income) from unconsolidated subsidiary and (iv) income tax benefit of adjustments. Adjusted EPS is defined as Adjusted Net Loss on a per share basis using the weighted average diluted shares |
| Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present Adjusted EBITDA, Adjusted 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 Net Loss and Adjusted EPS to evaluate the effectiveness of our business strategies. |
| Among other limitations, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS do not reflect (i) our cash expenditures, or future requirements, for capital expenditures or contractual commitments, and (ii) the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations. Further, the adjustments noted in Adjusted EBITDA do not reflect the impact of any income tax expense or benefit. Additionally, other companies in our industry may calculate Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS differently than we do, which limits its usefulness as a comparative measure. |
| Because of these limitations, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP and you should not rely on any single financial measure to evaluate our business. These non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure as disclosed below. |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (in thousands) | ||||
Net loss | | | $(13,495) | | | $(15,924) |
Income tax benefit | | | (39) | | | (83) |
Interest expense, net(a) | | | 454 | | | 480 |
Depreciation expense | | | 12 | | | 13 |
Amortization of intangibles(b) | | | 400 | | | 33 |
Stock-based compensation(c) | | | 906 | | | 1,818 |
Loss (Income) from unconsolidated subsidiary(d) | | | 709 | | | (1,399) |
Adjusted EBITDA | | | $(11,053) | | | $(15,062) |
(a) | Represents interest expense, annual amortization of debt issuance cost and loss on debt extinguishment in connection with our Secured Promissory Notes (as defined herein), and a revolving line of credit with Western Alliance Bank. See “Non-Operating Expenses and Other Items—Interest Expense” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
(b) | Represents amortization expense related to developed technology. |
(c) | Represents stock-based compensation expense. See “Executive and Director Compensation.” |
(d) | Represents results of an entity that we do not consolidate, as our management excludes these results when evaluating our operating performance. |
| | Years Ended December 31, | ||||||||||
| | 2019 | | | 2020 | |||||||
| | Loss | | | EPS | | | Loss | | | EPS | |
| | (in thousands, except per share data) | ||||||||||
Net loss and EPS | | | $(13,495) | | | (1.79) | | | $(15,924) | | | (1.91) |
Amortization of intangibles | | | 400 | | | 0.05 | | | 33 | | | — |
Stock-based compensation | | | 906 | | | 0.12 | | | 1,818 | | | 0.22 |
Loss (Income) from unconsolidated subsidiary | | | 709 | | | 0.09 | | | (1,399) | | | (0.17) |
Income tax expense of adjustments(a) | | | 3 | | | — | | | (3) | | | — |
Adjusted Net Loss and Adjusted EPS | | | $(11,477) | | | (1.53) | | | $(15,475) | | | (1.86) |
Adjusted effective tax rate(b) | | | 0.36% | | | | | 0.50% | | |
(a) | Represents incremental tax expense of adjustments assuming the adjusted effective tax rate. |
(b) | Represents the adjusted effective tax rate for the periods presented. For the year ended December 31, 2019, the effective tax rate of 0.29% was increased by 0.07% to 0.36% and for the year ended December 31, 2020, the effective tax rate of 0.36% was increased by 0.14% to 0.50%. The increases were due to the impact of adjustments made for loss (income) from unconsolidated subsidiary. |
| | As of December 31, 2020 | | | As of December 31, 2020 | |||||||||||||
| | Actual | | Pro Forma | | Pro Forma As Adjusted | | | Actual | | Pro Forma | | Pro Forma As Adjusted | |||||
| (dollars in thousands) | | (dollars in thousands) | |||||||||||||||
Cash and restricted cash | | $33,373 | | $33,373 | | $ | | $33,373 | | $33,373 | | $215,589 | ||||||
Debt: | | | | | | | ||||||||||||
Line of credit | | $1,000 | | $1,000 | | | $1,000 | | $1,000 | | $1,000 | |||||||
Paycheck Protection Program loan | | 784 | | 784 | | | 784 | | 784 | | 784 | |||||||
Total debt | | 1,784 | | 1,784 | | | 1,784 | | 1,784 | | 1,784 | |||||||
Stockholders’ equity (deficit): | | | | | | | ||||||||||||
Common stock, par value $0.0001 per share: 12,000,000 shares authorized, 8,022,066 shares issued and outstanding on an actual basis, shares authorized, shares issued and outstanding on a pro forma basis, shares authorized, shares issued and outstanding on a pro forma as adjusted basis | | 1 | | | ||||||||||||||
Common stock, par value $0.0001 per share: 12,000,000 shares authorized, 8,022,066 shares issued and outstanding on an actual basis, 98,960,060 shares authorized, 66,155,328 shares issued and outstanding on a pro forma basis, 98,960,060 shares authorized, 80,907,007 shares issued and outstanding on a pro forma as adjusted basis | | 1 | | 7 | | 9 | ||||||||||||
Additional paid-in capital | | 50,096 | | 85,452 | | | 50,096 | | 85,446 | | 266,520 | |||||||
Accumulated other comprehensive loss | | (3) | | (3) | | | (3) | | (3) | | (3) | |||||||
Accumulated deficit | | (42,643) | | (77,999) | | | (42,643) | | (77,999) | | (77,999) | |||||||
Total stockholders’ equity (deficit) | | 7,451 | | 7,451 | | | 7,451 | | 7,451 | | 188,527 | |||||||
Total capitalization | | $9,235 | | $9,235 | | $ | | $9,235 | | $9,235 | | $190,311 |
Assumed initial public offering price per share of common stock | | | | | $19.00 | |
Pro forma net tangible book value per share of common stock as of December 31, 2020 | | | $0.11 | | | |
Increase in pro forma net tangible book value per share of common stock attributable to investors in this offering | | | $2.22 | | | |
Pro forma as adjusted net tangible book value per share of common stock after giving effect to this offering | | | | | 2.33 | |
Dilution in pro forma as adjusted net tangible book value per share of common stock to new investors in this offering | | | | | $16.67 |
| | Shares Purchased | | Total Consideration | | | Average Price Per Share | | | Shares Purchased | | Total Consideration | | | Average Price Per Share | |||||||||||||||
| | Number | | Percent | | Amount | | Percent | | | | Number | | Percent | | Amount | | Percent | | |||||||||||
Existing stockholders | | | % | | $ | | % | | $ | | 62,485,954 | | 77% | | $37,781 | | 10% | | $0.60 | |||||||||||
New investors | | | | | | | 18,421,053 | | 23 | | 350,000 | | 90 | | 19.00 | |||||||||||||||
Total | | | 100% | | $ | | 100% | | $ | | 80,907,007 | | 100% | | $387,781 | | 100% | | $4.79 |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (in thousands) | ||||
Net loss | | | $(13,495) | | | $(15,924) |
Income tax benefit | | | (39) | | | (83) |
Interest expense, net(a) | | | 454 | | | 480 |
Depreciation expense | | | 12 | | | 13 |
Amortization of intangibles(b) | | | 400 | | | 33 |
Stock-based compensation(c) | | | 906 | | | 1,818 |
Loss (Income) from unconsolidated subsidiary(d) | | | 709 | | | (1,399) |
Adjusted EBITDA | | | $(11,053) | | | $(15,062) |
(a) | Represents interest expense, annual amortization of debt issuance cost and loss on debt extinguishment in connection with our Secured Promissory Notes, and a revolving line of credit with Western Alliance Bank. See “Non-Operating Expenses and Other Items—Interest Expense” below |
(b) | Represents amortization expense related to developed technology. |
(c) | Represents stock-based compensation expense. See “Executive and Director Compensation.” |
(d) | Represents results of an entity that we do not consolidate, as our management excludes these results when evaluating our operating performance. |
| | Years Ended December 31, | ||||||||||
| | 2019 | | | 2020 | |||||||
| | Loss | | | EPS | | | Loss | | | EPS | |
| | (in thousands, except per share data) | ||||||||||
Net loss and EPS | | | $(13,495) | | | (1.79) | | | $(15,924) | | | (1.91) |
Amortization of intangibles | | | 400 | | | 0.05 | | | 33 | | | — |
Stock-based compensation | | | 906 | | | 0.12 | | | 1,818 | | | 0.22 |
Loss (Income) from unconsolidated subsidiary | | | 709 | | | 0.09 | | | (1,399) | | | (0.17) |
Income tax expense of adjustments(a) | | | 3 | | | — | | | (3) | | | — |
Adjusted Net Loss and Adjusted EPS | | | $(11,477) | | | (1.53) | | | $(15,475) | | | (1.86) |
Adjusted effective tax rate(b) | | | 0.36% | | | | | 0.50% | | |
(a) | Represents incremental tax expense of adjustments assuming the adjusted effective tax rate. |
(b) | Represents the adjusted effective tax rate for the periods presented. For the year ended December 31, 2019, the effective tax increased by 0.07% to 0.36% and for the year ended December 31, 2020, the effective tax rate of 0.36% was increased by 0.14% to 0.50%. The increases were due to the impact of adjustments made for loss (income) from unconsolidated subsidiary. |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (dollars in thousands, except per share data) | ||||
Revenue: | | | | | ||
Product revenue | | | $43,085 | | | $158,925 |
Service revenue | | | 10,039 | | | 28,427 |
Total revenue | | | 53,124 | | | 187,352 |
Cost of Revenue | | | | | ||
Product cost of revenue | | | 44,212 | | | 155,967 |
Service cost of revenue | | | 10,863 | | | 27,746 |
Total cost of revenue | | | 55,075 | | | 183,713 |
Gross (loss) profit | | | (1,951) | | | 3,639 |
Operating expenses | | | | | ||
Research and development(a) | | | 3,960 | | | 5,222 |
Selling and marketing(a) | | | 1,897 | | | 3,545 |
General and administrative(a) | | | 4,563 | | | 11,798 |
Total operating expenses | | | 10,420 | | | 20,565 |
Loss from operations | | | (12,371) | | | (16,926) |
Interest expense, net | | | 454 | | | 480 |
Loss before income taxes | | | (12,825) | | | (17,406) |
Benefit from income taxes | | | (39) | | | (83) |
Loss (Income) from unconsolidated subsidiary | | | 709 | | | (1,399) |
Net loss | | | $(13,495) | | | $(15,924) |
| | | | |||
Non-GAAP Measures | | | | | ||
Adjusted EBITDA | | | $(11,053) | | | $(15,062) |
Adjusted Net Loss | | | $(11,477) | | | $(15,475) |
Adjusted EPS | | | $(1.53) | | | $(1.86) |
(a) | Includes stock-based compensation expense as follows: |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Cost of revenue | | | $176 | | | $322 |
Research and development | | | 51 | | | 57 |
Selling and marketing | | | 26 | | | 38 |
General and administrative | | | 653 | | | 1,401 |
Total stock-based compensation expense | | | $906 | | | $1,818 |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (as a percentage of revenue) | ||||
Revenue: | | | | | ||
Product revenue | | | 81% | | | 85% |
Service revenue | | | 19 | | | 15 |
Total revenue | | | 100 | | | 100 |
Cost of revenue: | | | | | ||
Product cost of revenue | | | 83 | | | 83 |
Service cost of revenue | | | 21 | | | 15 |
Total cost of revenue | | | 104 | | | 98 |
Gross (loss) profit | | | (4) | | | 2 |
Operating expenses | | | | | ||
Research and development | | | 7 | | | 3 |
Selling and marketing | | | 4 | | | 2 |
General and administrative | | | 9 | | | 6 |
Total operating expenses | | | 20 | | | 11 |
Loss from operations | | | (24) | | | (9) |
Interest expense, net | | | 1 | | | — |
Loss before income taxes | | | (25) | | | (9) |
Benefit from income taxes | | | — | | | |
Loss (Gain) from unconsolidated subsidiary | | | 1 | | | (1) |
Net loss | | | (26)% | | | (8)% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Product revenue | | | $43,085 | | | $158,925 | | | $115,840 | | | 269% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Service revenue | | | $10,039 | | | $28,427 | | | $18,388 | | | 183% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Product cost of revenue | | | $44,212 | | | $155,967 | | | $111,755 | | | 253% |
Service cost of revenue | | | 10,863 | | | 27,746 | | | 16,883 | | | 155% |
Total cost of revenue | | | $55,075 | | | $183,713 | | | $128,638 | | | 234% |
Gross (loss) profit | | | (1,951) | | | 3,639 | | | 5,590 | | | 287% |
Gross margin | | | (4)% | | | 2% | | | | |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Research and development | | | $3,960 | | | $5,222 | | | $1,262 | | | 32% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Selling and marketing | | | $1,897 | | | $3,545 | | | $1,648 | | | 87% |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (dollars in thousands, except per share data) | ||||
Revenue: | | | | | ||
Product revenue | | | $43,085 | | | $158,925 |
Service revenue | | | 10,039 | | | 28,427 |
Total revenue | | | 53,124 | | | 187,352 |
Cost of Revenue | | | | | ||
Product cost of revenue | | | 44,212 | | | 155,967 |
Service cost of revenue | | | 10,863 | | | 27,746 |
Total cost of revenue | | | 55,075 | | | 183,713 |
Gross (loss) profit | | | (1,951) | | | 3,639 |
Operating expenses | | | | | ||
Research and development(a) | | | 3,960 | | | 5,222 |
Selling and marketing(a) | | | 1,897 | | | 3,545 |
General and administrative(a) | | | 4,563 | | | 11,798 |
Total operating expenses | | | 10,420 | | | 20,565 |
Loss from operations | | | (12,371) | | | (16,926) |
Interest expense, net | | | 454 | | | 480 |
Loss before income taxes | | | (12,825) | | | (17,406) |
Benefit from income taxes | | | (39) | | | (83) |
Loss (Income) from unconsolidated subsidiary | | | 709 | | | (1,399) |
Net loss | | | $(13,495) | | | $(15,924) |
| | | | |||
Non-GAAP Measures | | | | | ||
Adjusted EBITDA | | | $(11,053) | | | $(15,062) |
Adjusted Net Loss | | | $(11,477) | | | $(15,475) |
Adjusted EPS | | | $(1.53) | | | $(1.86) |
(a) | Includes stock-based compensation expense as follows: |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Cost of revenue | | | $176 | | | $322 |
Research and development | | | 51 | | | 57 |
Selling and marketing | | | 26 | | | 38 |
General and administrative | | | 653 | | | 1,401 |
Total stock-based compensation expense | | | $906 | | | $1,818 |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (as a percentage of revenue) | ||||
Revenue: | | | | | ||
Product revenue | | | 81% | | | 85% |
Service revenue | | | 19 | | | 15 |
Total revenue | | | 100 | | | 100 |
Cost of revenue: | | | | | ||
Product cost of revenue | | | 83 | | | 83 |
Service cost of revenue | | | 21 | | | 15 |
Total cost of revenue | | | 104 | | | 98 |
Gross (loss) profit | | | (4) | | | 2 |
Operating expenses | | | | | ||
Research and development | | | 7 | | | 3 |
Selling and marketing | | | 4 | | | 2 |
General and administrative | | | 9 | | | 6 |
Total operating expenses | | | 20 | | | 11 |
Loss from operations | | | (24) | | | (9) |
Interest expense, net | | | 1 | | | — |
Loss before income taxes | | | (25) | | | (9) |
Benefit from income taxes | | | — | | | |
Loss (Gain) from unconsolidated subsidiary | | | 1 | | | (1) |
Net loss | | | (26)% | | | (8)% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Product revenue | | | $43,085 | | | $158,925 | | | $115,840 | | | 269% |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (dollars in thousands, except per share data) | ||||
Revenue: | | | | | ||
Product revenue | | | $43,085 | | | $158,925 |
Service revenue | | | 10,039 | | | 28,427 |
Total revenue | | | 53,124 | | | 187,352 |
Cost of Revenue | | | | | ||
Product cost of revenue | | | 44,212 | | | 155,967 |
Service cost of revenue | | | 10,863 | | | 27,746 |
Total cost of revenue | | | 55,075 | | | 183,713 |
Gross (loss) profit | | | (1,951) | | | 3,639 |
Operating expenses | | | | | ||
Research and development(a) | | | 3,960 | | | 5,222 |
Selling and marketing(a) | | | 1,897 | | | 3,545 |
General and administrative(a) | | | 4,563 | | | 11,798 |
Total operating expenses | | | 10,420 | | | 20,565 |
Loss from operations | | | (12,371) | | | (16,926) |
Interest expense, net | | | 454 | | | 480 |
Loss before income taxes | | | (12,825) | | | (17,406) |
Benefit from income taxes | | | (39) | | | (83) |
Loss (Income) from unconsolidated subsidiary | | | 709 | | | (1,399) |
Net loss | | | $(13,495) | | | $(15,924) |
| | | | |||
Non-GAAP Measures | | | | | ||
Adjusted EBITDA | | | $(11,053) | | | $(15,062) |
Adjusted Net Loss | | | $(11,477) | | | $(15,475) |
Adjusted EPS | | | $(1.53) | | | $(1.86) |
(a) | Includes stock-based compensation expense as follows: |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Cost of revenue | | | $176 | | | $322 |
Research and development | | | 51 | | | 57 |
Selling and marketing | | | 26 | | | 38 |
General and administrative | | | 653 | | | 1,401 |
Total stock-based compensation expense | | | $906 | | | $1,818 |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (as a percentage of revenue) | ||||
Revenue: | | | | | ||
Product revenue | | | 81% | | | 85% |
Service revenue | | | 19 | | | 15 |
Total revenue | | | 100 | | | 100 |
Cost of revenue: | | | | | ||
Product cost of revenue | | | 83 | | | 83 |
Service cost of revenue | | | 21 | | | 15 |
Total cost of revenue | | | 104 | | | 98 |
Gross (loss) profit | | | (4) | | | 2 |
Operating expenses | | | | | ||
Research and development | | | 7 | | | 3 |
Selling and marketing | | | 4 | | | 2 |
General and administrative | | | 9 | | | 6 |
Total operating expenses | | | 20 | | | 11 |
Loss from operations | | | (24) | | | (9) |
Interest expense, net | | | 1 | | | — |
Loss before income taxes | | | (25) | | | (9) |
Benefit from income taxes | | | — | | | |
Loss (Gain) from unconsolidated subsidiary | | | 1 | | | (1) |
Net loss | | | (26)% | | | (8)% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Product revenue | | | $43,085 | | | $158,925 | | | $115,840 | | | 269% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Service revenue | | | $10,039 | | | $28,427 | | | $18,388 | | | 183% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Product cost of revenue | | | $44,212 | | | $155,967 | | | $111,755 | | | 253% |
Service cost of revenue | | | 10,863 | | | 27,746 | | | 16,883 | | | 155% |
Total cost of revenue | | | $55,075 | | | $183,713 | | | $128,638 | | | 234% |
Gross (loss) profit | | | (1,951) | | | 3,639 | | | 5,590 | | | 287% |
Gross margin | | | (4)% | | | 2% | | | | |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Research and development | | | $3,960 | | | $5,222 | | | $1,262 | | | 32% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Selling and marketing | | | $1,897 | | | $3,545 | | | $1,648 | | | 87% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
General and administrative | | | $4,563 | | | $11,798 | | | $7,235 | | | 159% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Interest expense, net | | | $454 | | | $480 | | | $26 | | | 6% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Loss (Income) from unconsolidated subsidiary | | | $709 | | | $(1,399) | | | $(2,108) | | | (297)% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Net loss | | | $(13,495) | | | $(15,924) | | | $(2,429) | | | 18% |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (in thousands) | ||||
Net cash used in operating activities | | | $(254) | | | $(511) |
Net cash (used in) provided by investing activities | | | (18) | | | 1,868 |
Net cash provided by financing activities | | | 7,000 | | | 23,784 |
Effect on exchange rate changes on cash and restricted cash | | | — | | | (3) |
Increase in cash and restricted cash | | | $ 6,728 | | | $25,138 |
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Name | | | Age | | | Position |
Anthony P. Etnyre | | | 51 | | | President and Chief Executive Officer, Director |
Patrick M. Cook | | | 37 | | | Chief Financial Officer and Treasurer |
Deepak Navnith | | | 47 | | | Chief Operations Officer |
Nagendra Cherukupalli | | | 61 | | | Chief Technology Officer |
Ali Mortazavi | | | 61 | | | Executive Vice President, Global Sales and Marketing |
Jay B. Grover | | | 59 | | | Vice President, Supply Chain |
Kristian Nolde | | | 44 | | | Vice President, Marketing and Strategy |
Thurman J. “T.J.” Rodgers | | | 72 | | | Chairman of the Board |
David Springer | | | 52 | | | Director |
Ahmad Chatila | | | 53 | | | Director |
William Aldeen (“Dean”) Priddy, Jr. | | | 60 | | | Director |
Isidoro Quiroga Cortés | | | 33 | | | Director |
Shaker Sadasivam | | | 60 | | | Director |
Lisan Hung | | | 52 | | | Director |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($)(2) | | | Stock Awards ($)(3) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) |
Anthony P. Etnyre Chief Executive Officer | | | 2020 | | | 336,369 | | | 188,622 | | | 5,374,000 | | | 0 | | | 0 | | | 11,577 | | | 5,910,568 |
Patrick M. Cook Chief Financial Officer | | | 2020 | | | 283,812 | | | 134,200 | | | 1,343,500 | | | 0 | | | 0 | | | 11,450 | | | 1,772,962 |
Jay B. Grover Vice President, Supply Chain | | | 2020 | | | 233,221 | | | 90,570 | | | 2,687,000 | | | 0 | | | 0 | | | 11,577 | | | 3,022,368 |
(1) | Amounts in this column reflect salary paid to the Named Executive Officers with respect to the 2020 Fiscal Year. See the section entitled “Employment Agreements with Named Executive Officers” below for additional details. |
(2) | Amounts in this column reflect the discretionary cash bonuses paid to the Named Executive Officers with respect to the 2020 Fiscal Year. |
(3) | Amounts in this column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock awards granted to the Named Executive Officers with respect to the 2020 Fiscal Year. For additional information regarding the calculation of this amount and related assumptions, see Note 12 to our consolidated financial statements for the year ended December 31, 2020 under the heading “Determination of Fair Market Value” in this registration statement. For Messrs. Etnyre, Cook and Grover, this amount includes a special, one-time recognition grant of restricted stock units that will only be settled in the form of shares of our common stock upon the occurrence of a “Liquidity Event,” which includes the effectiveness of the registration statement in this offering. See the section entitled “2020 Equity Grants—Recognition Awards” below for additional details. |
(4) | Amounts in this column reflect the annual performance-based bonuses paid to the Named Executive Officers with respect to the 2020 Fiscal Year. No awards were payable based on the “Critical Success Factors” established for 2020. |
(5) | Amounts in this column reflect (i) in the case of Mr. Etnyre, $11,400 in 401(k) plan matching contributions made on his behalf during the 2020 Fiscal Year and the following insurance premiums made on his behalf during the 2020 Fiscal Year: $117 to MetLife Life Insurance and $60 to Insperity Life Insurance, (ii) in the case of Mr. Cook, $11,450 in 401(k) plan matching contributions made on his behalf during the 2020 Fiscal Year and (iii) in the case of Mr. Grover, $11,577 in 401(k) plan matching contributions made on his behalf during the 2020 Fiscal Year. |
| | Option Awards | | | Stock Awards | ||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#)(1) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) |
Anthony P. Etnyre | | | 39,583 | | | 60,417 | | | 0 | | | 3.92 | | | 5/09/2029 | | | 25,000 | | | 671,750 | | | 200,000 | | | 5,374,000 |
Patrick M. Cook | | | 53,125 | | | 96,875 | | | 0 | | | 3.92 | | | 11/3/2029 | | | 0 | | | 0 | | | 50,000 | | | 1,343,500 |
Jay B. Grover | | | 39,583 | | | 10,417 | | | | | 0.57 | | | 03/13/2028 | | | | | | | | | |||||
| | 3,958 | | | 6,042 | | | 0 | | | 3.92 | | | 05/08/2029 | | | 0 | | | 0 | | | 100,000 | | | 2,687,000 |
(1) | The stock option awards for our Named Executive Officers have a four-year vesting period, with one quarter of the award vesting on the first anniversary of the grant date and 1/48 of the award vesting each month thereafter on the anniversary until the end of the four-year vesting period, based on continued employment. |
(2) | This column indicates shares of restricted stock that had not vested as of December 31, 2020. On February 1, 2021, such 25,000 shares of restricted stock vested. |
(3) | Based on the valuation of $26.87 per share of our common stock as of December 31, 2020. |
(4) | The restricted stock units disclosed in this column are vested, subject to the performance condition which requires that a “Liquidity Event,” (as defined in the RSU award agreement) must occur on or before June 29, 2022 in order for the award to settle. |
(5) | Based on the valuation of $26.87 per share of our common stock as of December 31, 2020. |
Name(1) | | | Fees Earned or Paid in Cash(2) ($) | | | Stock Awards(2) ($) | | | All Other Compensation(3) ($) |
Thurman J. (“T.J.”) Rodgers | | | — | | | 2,687,000 | | | — |
Ahmad Chatila | | | 52,590 | | | — | | | 20,304 |
William Aldeen (“Dean”) Priddy, Jr. | | | 21,923 | | | 268,700 | | | — |
Isidoro Quiroga Cortés | | | — | | | 2,687,000 | | | — |
Shaker Sadasivam | | | — | | | 2,687,000 | | | — |
(1) |
(2) | Amounts represent, for Mr. Chatila, the fees paid in |
(3) | Amounts represent the aggregate grant date fair value of the restricted stock unit awards made to the non-employee director during the 2020 Fiscal Year, computed in accordance with FASB ASC Topic |
As of December 31, 2020, our directors held the following |
Name | | RSUs (#) | |
Thurman J. (“T.J.”) Rodgers | | | 100,000 |
David Springer | | | — |
Ahmad Chatila | | | 37,694 |
William Aldeen (“Dean”) Priddy, Jr. | | | 10,000 |
Isidoro Quiroga Cortés | | | — |
Shaker Sadasivam | | | 100,000 |
(4) | Amounts |
| | | | Shares of Common Stock Beneficially Owned After This Offering | ||||||||||||||
| | Shares of Common Stock Beneficially Owned Before This Offering | | | No exercise of option | | | Full exercise of option | ||||||||||
Name of Beneficial Owner | | | Number | | | % | | | Number | | | % | | | Number | | | % |
5% Stockholders: | | | | | | | | | | | | | ||||||
ARC Family Trust(1) | | | 22,504,507 | | | 33.8 | | | 21,514,907 | | | 26.2 | | | 20,298,869 | | | 24.7 |
South Lake One LLC(2) | | | 15,272,217 | | | 22.9 | | | 14,277,858 | | | 17.4 | | | 13,077,102 | | | 15.9 |
Catherine L. Springer(3) | | | 4,948,003 | | | 7.4 | | | 4,381,122 | | | 5.3 | | | 4,381,122 | | | 5.3 |
Rodgers Massey Revocable Living Trust dated 4/4/11(4) | | | 3,768,069 | | | 5.6 | | | 3,768,069 | | | 4.5 | | | 3,768,069 | | | 4.5 |
Named Executive Officers and Directors: | | | | | | | | | | | | | ||||||
Anthony P. Etnyre(5) | | | 4,275,553 | | | 6.2 | | | 4,275,553 | | | 5.1 | | | 4,275,553 | | | 5.1 |
Patrick M. Cook(6) | | | 2,081,254 | | | 3.1 | | | 2,081,254 | | | 2.5 | | | 2,081,254 | | | 2.5 |
Jay B. Grover(7) | | | 1,245,586 | | | 1.8 | | | 1,111,577 | | | 1.3 | | | 1,111,577 | | | 1.3 |
Thurman J. “T.J.” Rodgers(8) | | | 3,768,069 | | | 5.6 | | | 3,768,069 | | | 4.5 | | | 3,768,069 | | | 4.5 |
David Springer(9) | | | 11,518,077 | | | 17.3 | | | 10,610,943 | | | 12.9 | | | 9,703,809 | | | 11.8 |
Ahmad Chatila | | | 310,850 | | | * | | | 310,850 | | | * | | | 310,850 | | | * |
William Aldeen (“Dean”) Priddy, Jr.(10) | | | 16,493 | | | * | | | 16,493 | | | * | | | 16,493 | | | * |
Isidoro Quiroga Cortés(11) | | | 824,667 | | | 1.2 | | | 255,746 | | | * | | | 255,746 | | | * |
Shaker Sadasivam(12) | | | 25,803,176 | | | 38.7 | | | 23,988,908 | | | 28.9 | | | 22,772,870 | | | 27.4 |
Lisan Hung | | | — | | | * | | | — | | | * | | | — | | | * |
All Executive Officers and Directors as a group (14 individuals) | | | 51,959,268 | | | 77.1% | | | 48,060,340 | | | 57.9 | | | 45,937,169 | | | 55.4 |
* | Represents beneficial ownership of less than 1% |
(1) | The ARC Family Trust was established by Mr. Chatila for the benefit of certain members of his family. Mr. Sadasivam is the trustee of the ARC |
(2) | Isidoro Quiroga Moreno directly owns approximately 71% of the issued and outstanding capital stock of Inversiones El Aromo Limitada (“El Aromo”). El Aromo directly controls South Cone Investments Limited Partnership, a Canadian limited partnership (“South Cone”), as its general partner with the power to manage South Cone. South Cone directly owns 100% of the issued and outstanding capital stock of South Lake One LLC (“South Lake”) and South Lake has sole voting power and sole dispositive power with respect to all of the shares. Mr. Quiroga Moreno is the father of Mr. Quiroga Cortés. The address for South Lake is 5711 Pdte. Riesco, Office No. 1603, Las Condes, Santiago, Chile. We intend to repurchase 994,359 shares of common stock (or 2,195,116 shares if the underwriters exercise their over-allotment option in full) from this shareholder, some of which will result from the vesting and settlement of RSUs in connection with this offering, in the Stock Repurchase. See “Certain Relationships and Related Party Transactions—Stock Repurchase Agreements.” |
(3) | The address of this shareholder is 2006 Overcup Dr., Round Rock, TX78681. Ms. Springer is the former spouse of Mr. Springer. We intend to repurchase 566,881 shares of common stock from this shareholder, some of which will result from the vesting and settlement of RSUs in connection with this offering, in the Stock repurchase. See “Certain Relationships and Related Party Transactions.” |
(4) | Consists of (i) 2,943,402 shares of common stock and (ii) 824,667 shares of common stock to be issued from the settlement of restricted stock units that have vested held by the Rodgers Massey Revocable Living Trust dated 4/4/11 (the “Rodgers Trust”). Mr. Rodgers is the trustee of the Rodgers Trust and has sole voting and dispositive power with respect to these shares. The address of this shareholder is 575 Eastview Way Woodside, CA 94062. |
(5) | Consists of (i) 824,667 shares of common stock held by Mr. Etnyre, |
Consists of (i) 515,417 shares of common stock subject to options that have vested held by Mr. Cook, (ii) 51,542 shares of common stock subject to options that are exercisable within 60 days of April 15, 2021, held by Mr. Cook, (iii) 206,167 shares of common stock to be issued from the settlement of restricted stock units that have vested held by the Patrick Cook 2021 Trust, (iv) 206,167 shares of common stock to be issued from the settlement of restricted stock units that have vested and are held by the Cook 2021 Family Trust and (v) 1,101,961 shares of common stock held by the Etnyre 2021 Family Trust for the benefit of certain members of Mr. Etnyre's family. With respect to the Patrick Cook 2021 Trust, Mr. Cook (a) is the sole trustee of the trust and (b) has sole voting and dispositive power with respect to the shares held by the trust. With respect to the Patrick Cook 2021 Trust, Mr. Cook's spouse, Brooke Nicole Cook, has sole power to acquire for herself any asset held in the trust, including the shares, by substituting other property of equivalent value. With respect to the Cook 2021 Family Trust, Mr. Cook (a) is the sole investment adviser of the trust, (b) has sole power to direct the trustee as to the voting and disposition of the shares held by the trust, and (c) has sole power to acquire for himself any asset held in the trust, including the shares, by substituting other property of equivalent value. With respect to the Etnyre 2021 Family Trust, Mr. Cook (a) is the sole trustee of the trust and (b) has sole voting and dispositive power with respect to the shares held by the trust. |
(7) | Consists of (i) 824,667 shares of common stock to be issued from the settlement of restricted stock units that have vested, (ii) 400,302 shares of common stock subject to options that have vested and (iii) 20,617 shares of common stock subject to options that are exercisable within 60 days of April 15, 2021, held by Mr. Grover. We intend to repurchase 134,008 shares of common stock from this shareholder, some of which will result from the vesting and settlement of RSUs in connection with this offering, in the Stock Repurchase. See “Certain Relationships and Related Party Transactions—Stock Repurchase Agreements.” |
(8) | Consists of (i) 2,943,402 shares of common stock and (ii) 824,667 shares of common stock to be issued from the settlement of restricted stock units that have vested held by the Rodgers Trust. See also above footnote (4) for further information about the Rodgers Trust. The address of this shareholder is 575 Eastview Way Woodside, CA 94062. |
(9) | Consists of (i) 8,186,421 shares of common stock held by Mr. |
(10) | Consists of 16,493 shares of common stock to be issued from the settlement of restricted stock units that have vested held by Mr. Priddy. |
(11) | Consists of 824,667 shares of common stock to be issued from the settlement of restricted stock units that have vested held by Mr. Quiroga Cortés. We intend to repurchase 568,921 shares of common stock from this shareholder, some of which will result from the vesting and settlement of RSUs in connection with this offering, in the Stock Repurchase. See “Certain Relationships and Related Party Transactions—Stock Repurchase Agreements.” |
(12) | Consists of (i) 2,474,001 shares of common stock held by ChristSivam, LLC (ii) 824,667 shares of common stock to be issued from the settlement of restricted stock units that have vested and are |
| | No Exercise | | | Full Exercise | |||||||
| | Number of shares of common stock to be purchased | | | Aggregate Purchase Price | | | Number of shares of common stock to be purchased | | | Aggregate Purchase Price | |
Nagendra Cherukupalli | | | 412,334 | | | $7,325,114 | | | 412,334 | | | $7,325,114 |
Ali Mortazavi | | | 30,925 | | | 549,383 | | | 30,925 | | | 549,383 |
Jay B. Grover | | | 134,008 | | | 2,380,652 | | | 134,008 | | | 2,380,652 |
Kristian Nolde | | | 31,337 | | | 556,702 | | | 31,337 | | | 556,702 |
David Springer | | | 907,134 | | | 16,115,236 | | | 1,814,268 | | | 32,230,471 |
Isidoro Quiroga Cortés(1) | | | 568,921 | | | 10,106,882 | | | 568,921 | | | 10,106,882 |
ARC Family Trust(2) | | | 989,601 | | | 17,580,262 | | | 2,205,639 | | | 39,183,177 |
South Lake One LLC(1) | | | 994,359 | | | 17,664,788 | | | 2,195,116 | | | 38,996,236 |
Catherine L. Springer | | | 566,881 | | | 10,070,641 | | | 566,881 | | | 10,070,641 |
ChristSivam, LLC(3) | | | 824,667 | | | 14,650,209 | | | 824,667 | | | 14,650,209 |
Total | | | 5,460,167 | | | $96,999,867 | | | 8,784,096 | | | $156,049,465 |
(1) | South Lake One LLC is an entity affiliated with our director Isidoro Quiroga Cortés. |
(2) | ARC Family Trust is an entity affiliated with our director Shaker Sadasivam and family members of our director Ahmad Chatila are beneficiaries of the ARC Family Trust. |
(3) | ChristSivam, LLC is an entity affiliated with our director Shaker Sadasivam. |
Underwriters | | | Number of Shares |
Barclays Capital Inc. | | | |
BofA Securities, Inc. | | | |
Credit Suisse Securities (USA) LLC | | | |
UBS Securities LLC | | | |
HSBC Securities (USA) Inc. | | | |
Cowen and Company, LLC | | | |
Piper Sandler & Co. | | | |
Raymond James & Associates, Inc. | | | |
Roth Capital Partners, LLC | | | |
Total | | | 18,421,053 |
| | No Exercise | | | Full Exercise | |
Per Share | | | $ | | | $ |
Total | | | $ | | | $ |
(a) | a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
(b) | a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, |
(a) | to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; |
(b) | where no consideration is or will be given for the transfer; |
(c) | where the transfer is by operation of law; or |
(d) | as specified in Section 276(7) of the SFA. |
| | As of December 31, | ||||
| | 2019 | | | 2020 | |
ASSETS | | | | | ||
Current assets | | | | | ||
Cash | | | $7,221 | | | $32,359 |
Restricted cash | | | 1,014 | | | 1,014 |
Accounts receivable, net | | | 14,048 | | | 23,734 |
Inventories | | | 4,505 | | | 1,686 |
Prepaid and other current assets | | | 3,848 | | | 6,924 |
Total current assets | | | 30,636 | | | 65,717 |
Intangible assets, net | | | 33 | | | — |
Investments in unconsolidated subsidiary | | | 2,582 | | | 1,857 |
Other assets | | | 579 | | | 3,819 |
Total assets | | | $33,830 | | | $71,393 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | ||
Current liabilities | | | | �� | ||
Accounts payable | | | $8,191 | | | $17,127 |
Line of credit | | | — | | | 1,000 |
Accrued expenses and other liabilities | | | 5,375 | | | 18,495 |
Accrued interest – related party | | | 285 | | | 207 |
Deferred revenue | | | 19,873 | | | 22,980 |
Total current liabilities | | | 33,724 | | | 59,809 |
Long-term debt and other borrowings | | | 1,976 | | | 784 |
Long-term debt – related party | | | 5,857 | | | — |
Other non-current liabilities | | | 715 | | | 3,349 |
Deferred income taxes | | | 3 | | | — |
Total liabilities | | | 42,275 | | | 63,942 |
Commitments and contingencies (Note 9) | | | | | ||
Stockholders’ equity (deficit) | | | | | ||
Common stock par value of $0.0001 per share, 12,000,000 shares authorized at December 31, 2020 and 2019; 8,022,066 and 7,716,323 shares issued and outstanding as of December 31, 2020 and 2019, respectively | | | 1 | | | 1 |
Treasury stock, at cost (1,200,080 and 0 shares as of December 31, 2020 and 2019, respectively) | | | — | | | — |
Additional paid-in capital | | | 18,273 | | | 50,096 |
Accumulated other comprehensive loss | | | — | | | (3) |
Accumulated deficit | | | (26,719) | | | (42,643) |
Total stockholders’ equity (deficit) | | | (8,445) | | | 7,451 |
Total liabilities and stockholders’ equity (deficit) | | | $33,830 | | | $71,393 |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Revenue: | | | | | ||
Product | | | $43,085 | | | $158,925 |
Service | | | 10,039 | | | 28,427 |
Total revenue | | | 53,124 | | | 187,352 |
Cost of revenue: | | | | | ||
Product | | | 44,212 | | | 155,967 |
Service | | | 10,863 | | | 27,746 |
Total cost of revenue | | | 55,075 | | | 183,713 |
Gross profit (loss) | | | (1,951) | | | 3,639 |
Operating expenses | | | | | ||
Research and development | | | 3,960 | | | 5,222 |
Selling and marketing | | | 1,897 | | | 3,545 |
General and administrative | | | 4,563 | | | 11,798 |
| | 10,420 | | | 20,565 | |
Loss from operations | | | (12,371) | | | (16,926) |
Interest expense, net | | | 454 | | | 480 |
Loss before income taxes | | | (12,825) | | | (17,406) |
(Benefit from) income taxes | | | (39) | | | (83) |
(Income) Loss from unconsolidated subsidiary | | | 709 | | | (1,399) |
Net loss | | | $(13,495) | | | $(15,924) |
| | | | |||
Net loss per share | | | | | ||
Basic and diluted | | | $(1.79) | | | $(1.91) |
Weighted-average common shares outstanding | | | | | ||
Basic and diluted | | | 7,523,447 | | | 8,344,039 |
| | Common Stock | | | Treasury Stock | | | Additional Paid-In Capital | | | Accumulated Other Comprehensive Loss | | | Accumulated Deficit | | | Total Stockholders’ Equity (Deficit) | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||
Balance as of December 31, 2018 | | | 6,808,372 | | | $1 | | | — | | | $ — | | | $11,367 | | | $— | | | $(13,224) | | | $(1,856) |
Restricted stock awards vested during the period | | | 463,462 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Issuance of common stock | | | 444,489 | | | — | | | — | | | — | | | 6,000 | | | — | | | — | | | 6,000 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 906 | | | — | | | — | | | 906 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (13,495) | | | (13,495) |
Balance as of December 31, 2019 | | | 7,716,323 | | | $1 | | | — | | | $— | | | $18,273 | | | $ — | | | $(26,719) | | | $(8,445) |
Restricted stock awards vested during the period | | | 394,711 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Issuance of common stock | | | 1,111,112 | | | — | | | — | | | — | | | 30,000 | | | — | | | — | | | 30,000 |
Repurchase of common stock, held in treasury | | | (1,200,080) | | | — | | | 1,200,080 | | | — | | | — | | | — | | | — | | | — |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 1,823 | | | — | | | — | | | 1,823 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (15,924) | | | (15,924) |
Other comprehensive loss | | | — | | | — | | | — | | | — | | | — | | | (3) | | | — | | | (3) |
Balance at December 31, 2020 | | | 8,022,066 | | | $1 | | | 1,200,080 | | | $ — | | | $50,096 | | | $(3) | | | $(42,643) | | | $7,451 |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Cash flows from operating activities | | | | | ||
Net loss | | | $(13,495) | | | $(15,924) |
Adjustments to reconcile net loss to cash (used in) provided by operating activities: | | | | | ||
Stock-based compensation | | | 906 | | | 1,818 |
Depreciation and amortization | | | 412 | | | 47 |
(Income)/Loss from unconsolidated subsidiary, net of distributions received | | | 709 | | | (1,399) |
Loss on debt extinguishment | | | — | | | 116 |
Warranty provision | | | 2,057 | | | 7,866 |
Warranty recoverable from manufacturers | | | (284) | | | (1,021) |
Bad debt expense | | | 444 | | | 24 |
Deferred income taxes | | | (3) | | | (3) |
Other non-cash items | | | 89 | | | 50 |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable, net | | | (13,838) | | | (9,710) |
Inventories | | | (4,505) | | | 2,819 |
Prepaid and other current assets | | | (3,154) | | | (2,847) |
Other assets | | | (156) | | | (1,672) |
Accounts payable | | | 7,781 | | | 8,936 |
Accruals and other current liabilities | | | 3,389 | | | 7,162 |
Accrued interest – related party debt | | | (289) | | | (78) |
Deferred revenue | | | 19,683 | | | 3,107 |
Other non-current liabilities | | | 1 | | | 496 |
Other, net | | | (1) | | | (298) |
Net cash used in operating activities | | | (254) | | | (511) |
Cash flows from investing activities: | | | | | ||
Purchases of property and equipment | | | (18) | | | (256) |
Distributions received from unconsolidated subsidiary, return of investment | | | — | | | 2,124 |
Net cash provided by (used in) investing activities: | | | (18) | | | 1,868 |
Cash flows from financing activities: | | | | | ||
Proceeds from borrowings | | | 1,000 | | | 784 |
Repayments of borrowings | | | — | | | (7,000) |
Proceeds from stock issuance | | | 6,000 | | | 30,000 |
Net cash provided by financing activities | | | 7,000 | | | 23,784 |
Effect of exchange rate changes on cash and restricted cash | | | — | | | (3) |
Net increase in cash and restricted cash | | | 6,728 | | | 25,138 |
Cash and restricted cash at beginning of period | | | 1,507 | | | 8,235 |
Cash and restricted cash at end of period | | | $8,235 | | | $33,373 |
| | | | |||
Supplemental disclosures of cash flow information: | | | | | ||
Cash paid during the year for interest | | | $708 | | | $350 |
Cash paid during the year for income taxes | | | $— | | | $— |
| | | | |||
Reconciliation of cash and restricted cash at period end | | | | | ||
Cash | | | 7,221 | | | 32,359 |
Restricted cash | | | 1,014 | | | 1,014 |
Total cash and restricted cash | | | $8,235 | | | $33,373 |
1. | Description of Business |
2. | Summary of Significant Accounting Policies |
3. | Revenue |
4. | Accrued Expenses and Other Current Liabilities |
| | As of December 31, | ||||
| | 2019 | | | 2020 | |
Accrued cost of revenue | | | $2,106 | | | $7,812 |
Accrued expenses | | | 1,644 | | | 2,856 |
Warranty reserves | | | 1,368 | | | 3,985 |
Accrued compensation | | | 177 | | | 2,869 |
Accrued interest expense | | | 47 | | | 28 |
Other | | | 32 | | | 945 |
Total | | | $5,375 | | | $18,495 |
5. | Prepaid Expenses and Other Current Assets |
| | As of December 31, | ||||
| | 2019 | | | 2020 | |
Vendor deposits | | | $1,738 | | | $4,205 |
Prepaid expenses | | | 209 | | | 1,043 |
Deferred cost of revenue | | | 19 | | | 992 |
Surety collateral* | | | 1,835 | | | 113 |
Other current assets | | | 47 | | | 571 |
| | $3,848 | | | $6,924 |
* | Surety collateral represents amounts held in deposit to secure performance bonds, which is expected to be ultimately received back in cash when settled. |
6. | Equity Method Investments |
| | As of December 31, | ||||
| | 2019 | | | 2020 | |
Dimension Energy LLC | | | | | ||
Carrying value | | | $2,582 | | | $1,857 |
Ownership percentage | | | 23.7% | | | 23.6% |
| | As of December 31, | ||||
| | 2019 | | | 2020 | |
Current assets | | | $4,466 | | | $10,162 |
Non-current assets | | | 13,123 | | | 9,045 |
Current liabilities | | | 3,219 | | | 12,350 |
Non-current liabilities | | | 14,344 | | | 9,723 |
Members’ equity (deficit) | | | 25 | | | (2,866) |
| | Years Ended December 31 | ||||
| | 2019 | | | 2020 | |
Revenue | | | $— | | | $22,570 |
Gross profit | | | — | | | 17,360 |
Income (loss) from operations | | | (3,413) | | | 9,185 |
Net income (loss) | | | (2,987) | | | 5,933 |
Share of earnings from equity method investment | | | (709) | | | 1,399 |
7. | Intangible Assets, Net |
| | | | As of December 31, | |||||
| | Estimated Useful Lives (Years) | | | 2019 | | | 2020 | |
Developed technology | | | 3 | | | 1,200 | | | 1,200 |
Total intangible assets | | | | | 1,200 | | | 1,200 | |
Less: accumulated amortization | | | | | 1,167 | | | 1,200 | |
Total intangible assets, net | | | | | $33 | | | $— |
8. | Debt and Other Borrowings |
9. | Commitments and Contingencies |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Balance at beginning of period | | | $— | | | $2,057 |
Warranties issued during the period | | | 2,057 | | | 7,866 |
Settlements made during the period | | | — | | | (3,111) |
Changes in liability for pre-existing warranties | | | — | | | (1) |
Balance at end of period | | | $2,057 | | | $6,811 |
10. | Leases |
| | As of December 31, | ||||
Reported as: | | | 2019 | | | 2020 |
Assets: | | | | | ||
Operating lease right of use assets (included in Other assets) | | | $43 | | | $571 |
Liabilities: | | | | | ||
Operating lease liabilities, current portion (included in Accrued expenses and other current liabilities) | | | $11 | | | $242 |
Operating lease liabilities, non-current (included in Other non-current liabilities) | | | 27 | | | 355 |
Total operating lease liabilities | | | $38 | | | $597 |
| | As of December 31, | ||||
| | 2019 | | | 2020 | |
Cash payments for operating leases | | | $38 | | | $ 140 |
New operating lease assets obtained in exchange for operating lease liabilities | | | $42 | | | $ 672 |
2021 | | | $266 |
2022 | | | 241 |
2023 | | | 128 |
Total future lease payments | | | $635 |
Less imputed interest | | | (38) |
Total lease liability | | | $597 |
11. | Common Stock |
12. | Stock Plans |
| | Options Outstanding | | | | | ||||||
| | Number of Shares | | | Weighted Average Exercise Price | | | Weighted-Average Remaining Contractual Term (in years) | | | Aggregate Intrinsic Value (in thousands) | |
Outstanding - December 31, 2019 | | | 980,000 | | | $1.78 | | | | | ||
Granted during the year | | | 63,750 | | | 3.92 | | | | | ||
Exercised or released | | | — | | | — | | | | | ||
Cancelled or forfeited | | | 10,000 | | | 0.57 | | | | | ||
Expired | | | — | | | — | | | | | ||
Balances - December 31, 2020 | | | 1,033,750 | | | $1.93 | | | 7.51 | | | $25,785 |
Vested and expected to vest - December 31, 2020 | | | 1,033,750 | | | $1.93 | | | 7.51 | | | $25,785 |
Exercisable - December 31, 2020 | | | 652,283 | | | $1.28 | | | 7.11 | | | $16,693 |
| | Unvested Restricted Stock Units | | | Unvested Restricted Stock Awards | |||||||
| | Number of Shares | | | Weighted-Average Intrinsic Value | | | Number of Shares | | | Weighted-Average Grant Date Fair Value | |
Unvested as of December 31, 2019 | | | 100,000 | | | $13.50 | | | 536,538 | | | $0.54 |
Granted | | | 1,479,580 | | | 26.87 | | | — | | | — |
Vested | | | — | | | — | | | 394,711 | | | 0.54 |
Forfeited or canceled | | | 10,000 | | | 26.87 | | | — | | | — |
Unvested as of December 31, 2020 | | | 1,569,580 | | | $26.02 | | | 141,827 | | | $0.54 |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Cost of revenue | | | $176 | | | 322 |
General and administrative | | | 653 | | | 1,401 |
Research and development | | | 51 | | | 57 |
Selling and marketing | | | 26 | | | 38 |
Total stock-based compensation expense | | | $906 | | | 1,818 |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Expected term (years) | | | 5.66 – 6.09 | | | 5.99 – 6.17 |
Expected volatility | | | 52.01% - 54.10% | | | 51.52% - 51.58% |
Risk-free interest rate | | | 1.63% - 2.3% | | | 1.60% - 1.61% |
Expected dividends | | | — | | | — |
Grant date fair value per option | | | $10.49 - $10.71 | | | $23.55 - $23.58 |
13. | Net loss per share |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Basic and diluted: | | | | | ||
Net loss | | | $13,495 | | | $15,924 |
Weighted-average number of common shares outstanding | | | 7,523 | | | 8,344 |
Basic and diluted loss per share | | | $1.79 | | | $1.91 |
| | As of December 31, | ||||
| | 2019 | | | 2020 | |
Shares of common stock issuable under stock option plans outstanding | | | 980 | | | 1,034 |
Shares of common stock issuable upon vesting of restricted stock awards | | | 637 | | | 1,711 |
Potential common shares excluded from diluted net loss per share | | | 1,617 | | | 2,745 |
14. | Income Taxes |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
U.S. | | | $(13,534) | | | $(16,269) |
Foreign | | | — | | | 262 |
Total loss before income taxes | | | $(13,534) | | | $(16,007) |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Current | | | | | ||
Federal | | | $— | | | $(159) |
State | | | (37) | | | 1 |
Foreign | | | — | | | 78 |
Deferred | | | | | ||
Federal | | | (2) | | | (3) |
State | | | — | | | — |
Total income tax expense/(benefit) | | | $(39) | | | $(83) |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Income tax expense (benefit) derived by applying the federal statutory tax rate to income (loss) before income taxes | | | $(2,842) | | | $(3,362) |
State taxes, net of federal | | | (551) | | | (215) |
Research and experimentation tax credit | | | (118) | | | (179) |
Valuation allowance | | | 3,184 | | | 3,523 |
Stock compensation | | | 225 | | | 406 |
Dividends received deduction | | | — | | | (308) |
Permanent differences and other | | | 63 | | | 52 |
| | $(39) | | | $(83) |
| | As of December 31, | ||||
| | 2019 | | | 2020 | |
Deferred tax assets: | | | | | ||
Fixed assets and intangibles | | | $156 | | | $135 |
Leases | | | — | | | 106 |
Accrued expenses | | | 333 | | | 2,066 |
Net operating loss carryforward | | | 4,626 | | | 6,679 |
Capital loss carryforward | | | 501 | | | — |
Investment difference | | | — | | | 148 |
R&D credit carryforward | | | 181 | | | 325 |
Subtotal | | | 5,797 | | | 9,459 |
Less valuation allowance | | | (5,774) | | | (9,297) |
Total deferred tax asset | | | 23 | | | 162 |
| | | | |||
Deferred tax (liabilities): | | | | | ||
Investment difference | | | (15) | | | — |
Leases | | | — | | | (101) |
Prepaid expenses | | | (11) | | | (61) |
Total deferred tax (liability) | | | (26) | | | (162) |
Net deferred tax asset (liability) | | | $(3) | | | $— |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Balance, beginning of the year | | | $22 | | | $45 |
Increase for tax positions related to the current year | | | 23 | | | 36 |
Decrease for tax positions related to prior years | | | — | | | — |
Balance, end of year | | | $45 | | | $81 |
15. | Retirement Plan |
16. | Segment Information |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
United States | | | $45,264 | | | $187,093 |
Vietnam | | | 7,149 | | | 38 |
Other | | | 711 | | | 221 |
Total net revenue | | | $53,124 | | | $187,352 |
17. | Related Parties |
18. | Subsequent Events |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
Numerator | | | | | ||
Net loss | | | $(13,495) | | | $(15,924) |
Denominator | | | | | ||
Weighted-average shares used in computing pro forma net loss per share only after giving effect of a 8.25-for-1 stock split, basic and diluted | | | 62,043 | | | 68,811 |
Pro forma net loss per share, basic and diluted | | | $(0.22) | | | $(0.23) |
Barclays | | | BofA Securities | | | Credit Suisse | | | UBS Investment Bank |
HSBC | |||
Cowen | Simmons Energy | A Division of Piper Sandler | Raymond James | Roth Capital Partners |
Item 13. | Other Expenses of Issuance and Distribution. |
Expenses of Issuance and Distribution ($ thousands) | | | $ Amount to be Paid |
SEC registration fee | | | $ |
FINRA filing fee | | | |
Nasdaq listing fee | | | |
Transfer agent and registrar fees | | | |
Printing expenses | | | |
Legal fees and expenses | | | |
Accounting fees and expenses | | | |
Blue Sky fees and expenses | | | |
Miscellaneous expenses | | | |
Total | | | $ |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. See the Exhibit Index immediately preceding the signature pages hereto, which is incorporated by reference as if fully set forth herein. |
(b) | Financial Statement Schedules. None. |
Item 17. | Undertakings. |
(a) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(b) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Exhibit Number | | | Description |
| | Form of Underwriting Agreement | |
| | Certificate of Incorporation of FTC Solar, Inc., as currently in effect(a) | |
| | Form of Amended and Restated Certificate of Incorporation of FTC Solar, Inc., to be in effect upon the completion of this offering | |
| | Bylaws of FTC Solar, Inc., as currently in effect(a) | |
| | Form of Amended and Restated Bylaws of FTC Solar, Inc., to be in effect upon the completion of this offering | |
| | Form of Specimen Common Stock Certificate | |
| | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| | FTC Solar, Inc. 2017 Stock Incentive Plan(b) | |
| | FTC Solar, Inc. 2021 Stock Incentive Plan and form of agreement | |
| | FTC Solar, Inc. 2021 Employee Stock Purchase Plan(b) | |
| | Form of Indemnification Agreement | |
| | Form of Employment Agreement by and between FTC Solar, Inc. and Anthony P. Etnyre | |
| | Form of Employment Agreement by and between FTC Solar, Inc. and Patrick M. Cook(b) | |
| | Form of Employment Agreement by and between FTC Solar, Inc. and Jay B. Grover(b) | |
| | Form of Registration Rights Agreement, by and among FTC Solar, Inc. and certain holders of its capital stock | |
| | List of Subsidiaries of FTC Solar, Inc.(a) | |
| | Consent of PricewaterhouseCoopers LLP | |
| | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
| | Consent of Eclipse-M(a) | |
| | Power of Attorney (included in signature page) |
(a) |
(b) | Management contract or compensatory plan or arrangement. |
| | FTC SOLAR, INC. | ||||
| | | ||||
| | By: | | | /s/ Anthony P. Etnyre | |
| | | | Name: Anthony P. Etnyre | ||
| | | | Title: Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Anthony P. Etnyre | | | Chief Executive Officer and Director (Principal Executive Officer) | | | |
Anthony P. Etnyre | | |||||
| ||||||
/s/ Patrick M. Cook | | | Chief Financial Officer (Principal Financial Officer) | | | |
Patrick M. Cook | | |||||
| ||||||
/s/ M. Cathy Behnen | | | Chief Accounting Officer (Principal Accounting Officer) | | | |
M. Cathy Behnen | | |||||
| ||||||
| | Director | | | ||
T.J. Rodgers | | |||||
| ||||||
* | | | Director | | | April 19, 2021 |
David Springer | | |||||
| ||||||
| | Director | | | ||
Ahmad Chatila | | |||||
| ||||||
| | Director | | | ||
William Aldeen (“Dean”) Priddy, Jr. | |
Signature | | | Title | | | Date |
| ||||||
| | Director | | | ||
Isidoro Quiroga Cortés | | |||||
| ||||||
| | Director | | | ||
Shaker Sadasivam | | |||||
| | | | |||
/s/ Lisan Hung | | | Director | | | April 19, 2021 |
Lisan Hung | |
*By: | | | /s/ Anthony P. Etnyre | | | |
| | Anthony P. Etnyre | | | ||
| | Attorney-in-fact | | |