| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
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 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☒ |
Title of Each Class of Securities to be Registered | | | 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 | | | 21,184,210 | | | $20.00 | | | $423,684,200 | | | $46,224.00 |
PRELIMINARY PROSPECTUS |
• | we are permitted to include only two years of audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; |
* | The number of shares of our common stock outstanding as of the date of this prospectus is based on 99,144,385 shares of our common stock outstanding as of March 11, 2022 and excludes: |
• | 9,787,202 shares of common stock reserved for future grant or issuance under our 2021 Stock Incentive Plan (the “2021 Plan”) and 2,612,227 shares of common stock reserved for future grant or issuance under our 2021 Employee Stock Purchase Plan (the “ESPP”), which shares will automatically increase each year, as more fully described in “Executive and Director Compensation;” |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (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(1): | | | | | ||
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(1) | | | 3,960 | | | 5,222 |
Selling and marketing(1) | | | 1,897 | | | 3,545 |
General and administrative(1) | | | 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) |
| | | | |||
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 |
Pro forma net loss per share information (unaudited)(2) | | | | | ||
Pro forma net loss | | | | | (51,280) | |
Pro forma basic and diluted net loss per share | | | | | (0.70) | |
Pro forma weighted average shares outstanding — basic and diluted | | | | | 73,564,070 |
| | 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 |
| | As of December 31, 2020 | |||||||
| | Actual | | | Pro Forma(1) | | | Pro Forma as Adjusted(2)(3) | |
| | (in thousands) | |||||||
Consolidated Balance Sheet Data: | | | | | | | |||
Cash and restricted cash | | | $33,373 | | | $33,373 | | | $215,589 |
Total assets | | | 71,393 | | | 71,393 | | | 252,019 |
Total liabilities | | | 63,942 | | | 63,942 | | | 63,492 |
Total stockholders’ equity (deficit) | | | 7,451 | | | 7,451 | | | 188,527 |
| | Years Ended December 31, | ||||
| | 2019 | | | 2020 | |
| | (in thousands, except per share data) | ||||
Non-GAAP Measures(1) | | | | | ||
Adjusted EBITDA | | | $(11,053) | | | $(15,062) |
Adjusted Net Loss | | | $(11,477) | | | $(15,475) |
Adjusted EPS | | | $(1.53) | | | $(1.86) |
| | 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) |
| | 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% | | |
| | As of December 31, 2020 | |||||||
| | Actual | | | Pro Forma | | | Pro Forma As Adjusted | |
| | (dollars in thousands) | |||||||
Cash and restricted cash | | | $33,373 | | | $33,373 | | | $215,589 |
Debt: | | | | | | | |||
Line of credit | | | $1,000 | | | $1,000 | | | $1,000 |
Paycheck Protection Program loan | | | 784 | | | 784 | | | 784 |
Total debt | | | 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, 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 | | | 85,446 | | | 266,520 |
Accumulated other comprehensive loss | | | (3) | | | (3) | | | (3) |
Accumulated deficit | | | (42,643) | | | (77,999) | | | (77,999) |
Total stockholders’ equity (deficit) | | | 7,451 | | | 7,451 | | | 188,527 |
Total capitalization | | | $9,235 | | | $9,235 | | | $190,311 |
| | Shares Purchased | | | Total Consideration | | | Average Price Per Share | |||||||
| | 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 | | | 80,907,007 | | | 100% | | | $387,781 | | | 100% | | | $4.79 |
| | Year ended December 31, | ||||||||||||||||
| | 2021 | | | 2020 | | | 2019 | ||||||||||
(in thousands, except shares and per share data) | | | Adjusted EBITDA | | | Adjusted Net Loss | | | Adjusted EBITDA | | | Adjusted Net Loss | | | Adjusted EBITDA | | | Adjusted Net Loss |
Net loss per GAAP | | | $(106,589) | | | $(106,589) | | | $(15,924) | | | $(15,924) | | | $(13,495) | | | $(13,495) |
Reconciling items - | | | | | | | | | | | | | ||||||
Provision (benefit) for income taxes | | | 169 | | | — | | | (83) | | | — | | | (39) | | | — |
Interest expense, net | | | 814 | | | — | | | 364 | | | — | | | 454 | | | — |
Amortization of debt issue costs in interest expense(a) | | | — | | | 461 | | | — | | | — | | | — | | | — |
Depreciation expense | | | 232 | | | — | | | 14 | | | — | | | 12 | | | — |
Amortization of intangibles | | | — | | | — | | | 33 | | | 33 | | | 400 | | | 400 |
Stock-based compensation | | | 61,765 | | | 61,765 | | | 1,818 | | | 1,818 | | | 906 | | | 906 |
(Gain) from disposal of investment in unconsolidated subsidiary | | | (20,829) | | | (20,829) | | | — | | | — | | | — | | | — |
(Gain) loss on extinguishment of debt | | | (790) | | | (790) | | | 116 | | | 116 | | | — | | | — |
Non-routine legal fees(b) | | | 2,791 | | | 2,791 | | | — | | | — | | | — | | | — |
Severance(c) | | | 1,298 | | | 1,298 | | | — | | | — | | | — | | | — |
Other costs(d) | | | 4,927 | | | 4,927 | | | — | | | — | | | — | | | — |
(Income) loss from unconsolidated subsidiary(e) | | | 354 | | | 354 | | | (1,399) | | | (1,399) | | | 709 | | | 709 |
Income tax expense (benefit) attributable to adjustments | | | — | | | — | | | — | | | (3) | | | — | | | 3 |
Adjusted Non-GAAP amounts | | | $(55,858) | | | $(56,612) | | | $(15,061) | | | $(15,359) | | | $(11,053) | | | $(11,477) |
| | | | | | | | | | | | |||||||
GAAP net loss per share: | | | | | | | | | | | | | ||||||
Basic | | | N/A | | | $(1.24) | | | N/A | | | $(0.23) | | | N/A | | | $(0.22) |
Diluted | | | N/A | | | $(1.24) | | | N/A | | | $(0.23) | | | N/A | | | $(0.22) |
| | | | | | | | | | | |
| | 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) |
| | Year ended December 31, | ||||||||||||||||
| | 2021 | | | 2020 | | | 2019 | ||||||||||
(in thousands, except shares and per share data) | | | Adjusted EBITDA | | | Adjusted Net Loss | | | Adjusted EBITDA | | | Adjusted Net Loss | | | Adjusted EBITDA | | | Adjusted Net Loss |
Adjusted Non-GAAP net loss per share (Adjusted EPS): | | | | | | | | | | | | | ||||||
Basic | | | N/A | | | $(0.66) | | | N/A | | | $(0.22) | | | N/A | | | $(0.18) |
Diluted | | | N/A | | | $(0.66) | | | N/A | | | $(0.22) | | | N/A | | | $(0.18) |
| | | | | | | | | | | | |||||||
Weighted-average common shares outstanding: | | | | | | | | | | | | | ||||||
Basic | | | N/A | | | 86,043,051 | | | N/A | | | 68,810,533 | | | N/A | | | 62,043,383 |
Diluted | | | N/A | | | 86,043,051 | | | N/A | | | 68,810,533 | | | N/A | | | 62,043,383 |
(a) |
(b) | Non-routine legal fees represent legal fees incurred for matters that were not ordinary or routine to the operations of the business. |
(c) | Severance costs were incurred related to agreements with employees due to restructuring changes. |
(d) | Other costs include consulting fees in connection with operations and finance ($2,233), costs associated with our |
(e) |
| | 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% | | |
| | Year ended December 31, | ||||||||||
| | 2021 | | | 2020 | |||||||
(in thousands, except percentages) | | | Amounts | | | Percentage of revenue | | | Amounts | | | Percentage of revenue |
Revenue: | | | | | | | | | ||||
Product | | | $227,397 | | | 84.1% | | | $158,925 | | | 84.8% |
Service | | | 43,128 | | | 15.9% | | | 28,427 | | | 15.2% |
Total revenue | | | 270,525 | | | 100.0% | | | 187,352 | | | 100.0% |
Cost of revenue: | | | | | | | | | ||||
Product | | | 239,149 | | | 88.4% | | | 155,967 | | | 83.2% |
Service | | | 63,921 | | | 23.6% | | | 27,746 | | | 14.8% |
Total cost of revenue | | | 303,070 | | | 112.0% | | | 183,713 | | | 98.1% |
Gross profit (loss) | | | (32,545) | | | (12.0%) | | | 3,639 | | | 1.9% |
Operating expenses | | | | | | | | | ||||
Research and development | | | 11,540 | | | 4.3% | | | 5,222 | | | 2.8% |
Selling and marketing | | | 6,823 | | | 2.5% | | | 3,545 | | | 1.9% |
General and administrative | | | 75,896 | | | 28.1% | | | 11,798 | | | 6.3% |
Total operating expenses | | | 94,259 | | | 34.8% | | | 20,565 | | | 11.0% |
Loss from operations | | | (126,804) | | | (46.9%) | | | (16,926) | | | (9.0%) |
Interest expense, net | | | (814) | | | (0.3%) | | | (364) | | | (0.2%) |
Gain from disposal of investment in unconsolidated subsidiary | | | 20,829 | | | 7.7% | | | — | | | 0.0% |
Gain (loss) on extinguishment of debt | | | 790 | | | 0.3% | | | (116) | | | (0.1%) |
Other expense | | | (67) | | | 0.0% | | | — | | | 0.0% |
Income (loss) from unconsolidated subsidiary | | | (354) | | | (0.1%) | | | 1,399 | | | 0.7% |
Loss before income taxes | | | (106,420) | | | (39.3%) | | | (16,007) | | | (8.5%) |
(Provision) benefit for income taxes | | | (169) | | | (0.1%) | | | 83 | | | 0.0% |
Net loss | | | $(106,589) | | | (39.4%) | | | $(15,924) | | | (8.5%) |
| | 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) |
| | 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)% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Product | | | $227,397 | | | $158,925 | | | $68,472 | | | 43.1% |
Service | | | 43,128 | | | 28,427 | | | 14,701 | | | 51.7% |
Total revenue | | | $270,525 | | | $187,352 | | | $83,173 | | | 44.4% |
| | 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% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Product | | | $239,149 | | | $155,967 | | | $83,182 | | | 53.3% |
Service | | | 63,921 | | | 27,746 | | | 36,175 | | | 130.4% |
Total cost of revenue | | | $303,070 | | | $183,713 | | | $119,357 | | | 65.0% |
Gross profit (loss) | | | $(32,545) | | | $3,639 | | | $(36,184) | | | (994.3%) |
Gross profit (loss) percentage of revenue | | | (12.0%) | | | 1.9% | | | | |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Research and development | | | $11,540 | | | $5,222 | | | $6,318 | | | 121.0% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Selling and marketing | | | $6,823 | | | $3,545 | | | $3,278 | | | 92.5% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
General and administrative | | | $75,896 | | | $11,798 | | | $64,098 | | | 543.3% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Interest expense, net | | | $814 | | | $364 | | | $450 | | | 123.6% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Gain (loss) on extinguishment of debt | | | $790 | | | $(116) | | | $906 | | | 781.0% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Income (loss) from unconsolidated subsidiary | | | $(354) | | | $1,399 | | | $(1,753) | | | (125.3%) |
| | Year ended December 31, | ||||||||||
| | 2020 | | | 2019 | |||||||
(in thousands, except percentages) | | | Amounts | | | Percentage of revenue | | | Amounts | | | Percentage of revenue |
Revenue: | | | | | | | | | ||||
Product | | | $158,925 | | | 84.8% | | | $43,085 | | | 81.1% |
Service | | | 28,427 | | | 15.2% | | | 10,039 | | | 18.9% |
Total revenue | | | 187,352 | | | 100.0% | | | 53,124 | | | 100.0% |
Cost of revenue: | | | | | | | | | ||||
Product | | | 155,967 | | | 83.2% | | | 44,212 | | | 83.2% |
Service | | | 27,746 | | | 14.8% | | | 10,863 | | | 20.4% |
Total cost of revenue | | | 183,713 | | | 98.1% | | | 55,075 | | | 103.7% |
Gross profit (loss) | | | 3,639 | | | 1.9% | | | (1,951) | | | (3.7%) |
Operating expenses | | | | | | | | | ||||
Research and development | | | 5,222 | | | 2.8% | | | 3,960 | | | 7.5% |
Selling and marketing | | | 3,545 | | | 1.9% | | | 1,897 | | | 3.6% |
General and administrative | | | 11,798 | | | 6.3% | | | 4,563 | | | 8.6% |
Total operating expenses | | | 20,565 | | | 11.0% | | | 10,420 | | | 19.6% |
Loss from operations | | | (16,926) | | | (9.0%) | | | (12,371) | | | (23.3%) |
Interest expense, net | | | (364) | | | (0.2%) | | | (454) | | | (0.9%) |
Gain from disposal of investment in unconsolidated subsidiary | | | — | | | 0.0% | | | — | | | 0.0% |
Gain (loss) on extinguishment of debt | | | (116) | | | (0.1%) | | | — | | | 0.0% |
Other expense | | | — | | | 0.0% | | | — | | | 0.0% |
Income (loss) from unconsolidated subsidiary | | | 1,399 | | | 0.7% | | | (709) | | | (1.3%) |
Loss before income taxes | | | (16,007) | | | (8.5%) | | | (13,534) | | | (25.5%) |
(Provision) benefit for income taxes | | | 83 | | | 0.0% | | | 39 | | | 0.1% |
Net loss | | | $(15,924) | | | (8.5%) | | | $(13,495) | | | (25.4%) |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Product | | | $158,925 | | | $43,085 | | | $115,840 | | | 268.9% |
Service | | | 28,427 | | | 10,039 | | | 18,388 | | | 183.2% |
Total revenue | | | $187,352 | | | $53,124 | | | $134,228 | | | 252.7% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Product | | | $155,967 | | | $44,212 | | | $111,755 | | | 252.8% |
Service | | | 27,746 | | | 10,863 | | | 16,883 | | | 155.4% |
Total cost of revenue | | | $183,713 | | | $55,075 | | | $128,638 | | | 233.6% |
Gross profit (loss) | | | $3,639 | | | $(1,951) | | | $5,590 | | | 286.5% |
Gross profit (loss) percentage of revenue | | | 1.9% | | | (3.7%) | | | | |
| | 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% | | | | |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Research and development | | | $5,222 | | | $3,960 | | | $1,262 | | | 31.9% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Research and development | | | $3,960 | | | $5,222 | | | $1,262 | | | 32% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Selling and marketing | | | $3,545 | | | $1,897 | | | $1,648 | | | 86.9% |
| | Years Ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | $ Change | | | % Change | |
| | (dollars in thousands) | | | | | ||||||
Selling and marketing | | | $1,897 | | | $3,545 | | | $1,648 | | | 87% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
General and administrative | | | $11,798 | | | $4,563 | | | $7,235 | | | 158.6% |
| | 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% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Interest expense, net | | | $364 | | | $454 | | | $(90) | | | (19.8)% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Income (loss) from unconsolidated subsidiary | | | $1,399 | | | $(709) | | | $2,108 | | | 297.3% |
| | 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 |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Net cash provided by (used in) operating activities | | | $(132,854) | | | $629 | | | $(254) |
Net cash provided by (used in) investing activities | | | 21,307 | | | 1,868 | | | (18) |
Net cash provided by financing activities | | | 180,369 | | | 22,644 | | | 7,000 |
Effect of exchange rate changes on cash and restricted cash | | | (10) | | | (3) | | | — |
Net increase in cash and restricted cash | | | $68,812 | | | $25,138 | | | $6,728 |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Research and development | | | $11,540 | | | $5,222 | | | $6,318 | | | 121.0% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Selling and marketing | | | $6,823 | | | $3,545 | | | $3,278 | | | 92.5% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
General and administrative | | | $75,896 | | | $11,798 | | | $64,098 | | | 543.3% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Interest expense, net | | | $814 | | | $364 | | | $450 | | | 123.6% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Gain (loss) on extinguishment of debt | | | $790 | | | $(116) | | | $906 | | | 781.0% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Income (loss) from unconsolidated subsidiary | | | $(354) | | | $1,399 | | | $(1,753) | | | (125.3%) |
| | Year ended December 31, | ||||||||||
| | 2020 | | | 2019 | |||||||
(in thousands, except percentages) | | | Amounts | | | Percentage of revenue | | | Amounts | | | Percentage of revenue |
Revenue: | | | | | | | | | ||||
Product | | | $158,925 | | | 84.8% | | | $43,085 | | | 81.1% |
Service | | | 28,427 | | | 15.2% | | | 10,039 | | | 18.9% |
Total revenue | | | 187,352 | | | 100.0% | | | 53,124 | | | 100.0% |
Cost of revenue: | | | | | | | | | ||||
Product | | | 155,967 | | | 83.2% | | | 44,212 | | | 83.2% |
Service | | | 27,746 | | | 14.8% | | | 10,863 | | | 20.4% |
Total cost of revenue | | | 183,713 | | | 98.1% | | | 55,075 | | | 103.7% |
Gross profit (loss) | | | 3,639 | | | 1.9% | | | (1,951) | | | (3.7%) |
Operating expenses | | | | | | | | | ||||
Research and development | | | 5,222 | | | 2.8% | | | 3,960 | | | 7.5% |
Selling and marketing | | | 3,545 | | | 1.9% | | | 1,897 | | | 3.6% |
General and administrative | | | 11,798 | | | 6.3% | | | 4,563 | | | 8.6% |
Total operating expenses | | | 20,565 | | | 11.0% | | | 10,420 | | | 19.6% |
Loss from operations | | | (16,926) | | | (9.0%) | | | (12,371) | | | (23.3%) |
Interest expense, net | | | (364) | | | (0.2%) | | | (454) | | | (0.9%) |
Gain from disposal of investment in unconsolidated subsidiary | | | — | | | 0.0% | | | — | | | 0.0% |
Gain (loss) on extinguishment of debt | | | (116) | | | (0.1%) | | | — | | | 0.0% |
Other expense | | | — | | | 0.0% | | | — | | | 0.0% |
Income (loss) from unconsolidated subsidiary | | | 1,399 | | | 0.7% | | | (709) | | | (1.3%) |
Loss before income taxes | | | (16,007) | | | (8.5%) | | | (13,534) | | | (25.5%) |
(Provision) benefit for income taxes | | | 83 | | | 0.0% | | | 39 | | | 0.1% |
Net loss | | | $(15,924) | | | (8.5%) | | | $(13,495) | | | (25.4%) |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Product | | | $158,925 | | | $43,085 | | | $115,840 | | | 268.9% |
Service | | | 28,427 | | | 10,039 | | | 18,388 | | | 183.2% |
Total revenue | | | $187,352 | | | $53,124 | | | $134,228 | | | 252.7% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Product | | | $155,967 | | | $44,212 | | | $111,755 | | | 252.8% |
Service | | | 27,746 | | | 10,863 | | | 16,883 | | | 155.4% |
Total cost of revenue | | | $183,713 | | | $55,075 | | | $128,638 | | | 233.6% |
Gross profit (loss) | | | $3,639 | | | $(1,951) | | | $5,590 | | | 286.5% |
Gross profit (loss) percentage of revenue | | | 1.9% | | | (3.7%) | | | | |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Research and development | | | $5,222 | | | $3,960 | | | $1,262 | | | 31.9% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Selling and marketing | | | $3,545 | | | $1,897 | | | $1,648 | | | 86.9% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
General and administrative | | | $11,798 | | | $4,563 | | | $7,235 | | | 158.6% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Interest expense, net | | | $364 | | | $454 | | | $(90) | | | (19.8)% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Income (loss) from unconsolidated subsidiary | | | $1,399 | | | $(709) | | | $2,108 | | | 297.3% |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Net cash provided by (used in) operating activities | | | $(132,854) | | | $629 | | | $(254) |
Net cash provided by (used in) investing activities | | | 21,307 | | | 1,868 | | | (18) |
Net cash provided by financing activities | | | 180,369 | | | 22,644 | | | 7,000 |
Effect of exchange rate changes on cash and restricted cash | | | (10) | | | (3) | | | — |
Net increase in cash and restricted cash | | | $68,812 | | | $25,138 | | | $6,728 |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Research and development | | | $11,540 | | | $5,222 | | | $6,318 | | | 121.0% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Selling and marketing | | | $6,823 | | | $3,545 | | | $3,278 | | | 92.5% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
General and administrative | | | $75,896 | | | $11,798 | | | $64,098 | | | 543.3% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Interest expense, net | | | $814 | | | $364 | | | $450 | | | 123.6% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Gain (loss) on extinguishment of debt | | | $790 | | | $(116) | | | $906 | | | 781.0% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2021 | | | 2020 | | | $ Change | | | % Change |
Income (loss) from unconsolidated subsidiary | | | $(354) | | | $1,399 | | | $(1,753) | | | (125.3%) |
| | Year ended December 31, | ||||||||||
| | 2020 | | | 2019 | |||||||
(in thousands, except percentages) | | | Amounts | | | Percentage of revenue | | | Amounts | | | Percentage of revenue |
Revenue: | | | | | | | | | ||||
Product | | | $158,925 | | | 84.8% | | | $43,085 | | | 81.1% |
Service | | | 28,427 | | | 15.2% | | | 10,039 | | | 18.9% |
Total revenue | | | 187,352 | | | 100.0% | | | 53,124 | | | 100.0% |
Cost of revenue: | | | | | | | | | ||||
Product | | | 155,967 | | | 83.2% | | | 44,212 | | | 83.2% |
Service | | | 27,746 | | | 14.8% | | | 10,863 | | | 20.4% |
Total cost of revenue | | | 183,713 | | | 98.1% | | | 55,075 | | | 103.7% |
Gross profit (loss) | | | 3,639 | | | 1.9% | | | (1,951) | | | (3.7%) |
Operating expenses | | | | | | | | | ||||
Research and development | | | 5,222 | | | 2.8% | | | 3,960 | | | 7.5% |
Selling and marketing | | | 3,545 | | | 1.9% | | | 1,897 | | | 3.6% |
General and administrative | | | 11,798 | | | 6.3% | | | 4,563 | | | 8.6% |
Total operating expenses | | | 20,565 | | | 11.0% | | | 10,420 | | | 19.6% |
Loss from operations | | | (16,926) | | | (9.0%) | | | (12,371) | | | (23.3%) |
Interest expense, net | | | (364) | | | (0.2%) | | | (454) | | | (0.9%) |
Gain from disposal of investment in unconsolidated subsidiary | | | — | | | 0.0% | | | — | | | 0.0% |
Gain (loss) on extinguishment of debt | | | (116) | | | (0.1%) | | | — | | | 0.0% |
Other expense | | | — | | | 0.0% | | | — | | | 0.0% |
Income (loss) from unconsolidated subsidiary | | | 1,399 | | | 0.7% | | | (709) | | | (1.3%) |
Loss before income taxes | | | (16,007) | | | (8.5%) | | | (13,534) | | | (25.5%) |
(Provision) benefit for income taxes | | | 83 | | | 0.0% | | | 39 | | | 0.1% |
Net loss | | | $(15,924) | | | (8.5%) | | | $(13,495) | | | (25.4%) |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Product | | | $158,925 | | | $43,085 | | | $115,840 | | | 268.9% |
Service | | | 28,427 | | | 10,039 | | | 18,388 | | | 183.2% |
Total revenue | | | $187,352 | | | $53,124 | | | $134,228 | | | 252.7% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Product | | | $155,967 | | | $44,212 | | | $111,755 | | | 252.8% |
Service | | | 27,746 | | | 10,863 | | | 16,883 | | | 155.4% |
Total cost of revenue | | | $183,713 | | | $55,075 | | | $128,638 | | | 233.6% |
Gross profit (loss) | | | $3,639 | | | $(1,951) | | | $5,590 | | | 286.5% |
Gross profit (loss) percentage of revenue | | | 1.9% | | | (3.7%) | | | | |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Research and development | | | $5,222 | | | $3,960 | | | $1,262 | | | 31.9% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Selling and marketing | | | $3,545 | | | $1,897 | | | $1,648 | | | 86.9% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
General and administrative | | | $11,798 | | | $4,563 | | | $7,235 | | | 158.6% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Interest expense, net | | | $364 | | | $454 | | | $(90) | | | (19.8)% |
| | Year ended December 31, | ||||||||||
(in thousands) | | | 2020 | | | 2019 | | | $ Change | | | % Change |
Income (loss) from unconsolidated subsidiary | | | $1,399 | | | $(709) | | | $2,108 | | | 297.3% |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Net cash provided by (used in) operating activities | | | $(132,854) | | | $629 | | | $(254) |
Net cash provided by (used in) investing activities | | | 21,307 | | | 1,868 | | | (18) |
Net cash provided by financing activities | | | 180,369 | | | 22,644 | | | 7,000 |
Effect of exchange rate changes on cash and restricted cash | | | (10) | | | (3) | | | — |
Net increase in cash and restricted cash | | | $68,812 | | | $25,138 | | | $6,728 |
Department | | | December 31, 2021 | | | December 31, 2020 | | | December 31, 2019 |
Operations and support | | | 104 | | | 90 | | | 28 |
Research and development | | | 47 | | | 43 | | | 25 |
Sales and marketing | | | 22 | | | 13 | | | 3 |
General and administrative | | | 50 | | | 32 | | | 8 |
Total headcount at period end | | | 223 | | | 178 | | | 64 |
Age range of employees | | | Global Executive Leadership Team | | | Global employees |
18 - 24 | | | — | | | 10 |
25 - 34 | | | — | | | 71 |
35 - 44 | | | 3 | | | 70 |
45 - 54 | | | 4 | | | 51 |
55 and over | | | 4 | | | 21 |
Total at period end | | | 11 | | | 223 |
Ethnicity | | | U.S. based Executive Leadership Team | | | United States employees |
Asian (not Hispanic or Latino) | | | 4 | | | 18 |
Black or African American (not Hispanic or Latino) | | | — | | | 8 |
Hispanic or Latino | | | — | | | 10 |
Two or more races (not Hispanic or Latino) | | | 1 | | | 6 |
White (not Hispanic or Latino) | | | 5 | | | 81 |
Total at period end | | | 10 | | | 123 |
Leadership positions held by women | | | Global |
Women on the board of directors | | | 1 |
Women on the compensation committee of the board of directors | | | 1 |
Women on and transitioning to the executive leadership team | | | 2 |
Female program managers | | | 20 |
Female people managers | | | 6 |
Name | | | Age | | | Position |
| | | | President and Chief Executive Officer, Director | ||
Patrick M. Cook | | | | | Chief Financial Officer and Treasurer | |
Nagendra Cherukupalli | | | | | Chief Technology Officer | |
Kristian Nolde | | | 44 | | | Vice President, Marketing and Strategy |
Thurman J. “T.J.” Rodgers | | | | | Chairman of the Board | |
David Springer | | | | | Director | |
Ahmad Chatila | | | | | Director | |
William Aldeen (“Dean”) Priddy, Jr. | | | | | Director | |
Isidoro Quiroga Cortés | | | 33 | | | Director |
Shaker Sadasivam | | | | | Director | |
Lisan Hung | | | 52 | | | Director |
Name and Principal Position | | | Year | | | Salary ($)(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 |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | Stock Awards ($)(2) | | | Option Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($)(4) | | | Total ($) |
Sean Hunkler Chief Executive Officer | | | 2021 | | | 182,308 | | | 250,000(5) | | | 5,146,515 | | | 9,141,334 | | | 0 | | | 1,020 | | | 14,721,177 |
Ali Mortazavi Former Executive Vice President of Global Sales & Marketing | | | 2021 | | | 293,750 | | | 0 | | | 4,561,611 | | | 0 | | | 0 | | | 9,055 | | | 4,256,010 |
Deepak Navnith(6) Former Chief Operations Officer | | | 2021 | | | 206,346 | | | 0 | | | 3,319,281 | | | 0 | | | 0 | | | 1,045 | | | 3,155,572 |
Anthony P. Etnyre(7) Former Chief Executive Officer | | | 2021 | | | 433,266 | | | 0 | | | 0 | | | 0 | | | 0 | | | 11,600 | | | 444,866 |
| 2020 | | | 336,369 | | | 188,622 | | | 5,374,000 | | | 0 | | | 0 | | | 11,577 | | | 5,910,568 |
(1) | Amounts in this column reflect salary paid to the Named Executive Officers with respect to the |
(2) |
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 |
(3) | The options granted to Mr. Hunkler contain market conditions requiring that our common stock achieve a |
(4) |
Amounts in this column reflect (i) in the case of Mr. Hunkler, $1,000 in 401(k) plan matching contributions and $20 in insurance premiums to Insperity Life Insurance made on his behalf during the 2021 Fiscal Year, (ii) in the case of Mr. Mortazavi, $9,000 in 401(k) plan matching contributions and $55 in insurance premiums to Insperity Life Insurance made on his behalf during the 2021 Fiscal Year, (iii) in the case of Mr. Navnith, $1,000 in 401(k) plan matching contributions and $45 in insurance premiums to Insperity Life Insurance made on his behalf during the 2021 Fiscal Year and (iv) in the case of Mr. Etnyre, |
(5) | Amount represents the portion of the sign-on bonus for Mr. Hunkler payable pursuant to his employment agreement in the 2021 Fiscal Year (see the section entitled “Employment Agreements with Named Executive Officers” below for additional details). |
(6) | Mr. Navnith stepped down from his office as of January 23, 2022. He remains employed as a non-executive employee in order to assist with the transition of his duties for a period that we expect will end in April of 2022. |
(7) | Mr. Etnyre stepped down from his position as Chief Executive Officer as of September 21, 2021 and terminated employment with us after a transition period which ended on January 7, 2022. |
| | Option Awards | | | Stock Awards | ||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#)(1) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | 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 |
| | Option Awards | | | Stock Awards | ||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(1) (#) | | | 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 (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
Sean Hunkler | | | 0 | | | 0 | | | 1,053,750 | | | 8.14 | | | 9/23/2031 | | | 632,250 | | | 4,779,810 | | | 0 | | | 0 |
| | | | | | 1,053,750 | | | 8.14 | | | 9/23/2031 | | | | | | | | | |||||||
Ali Mortazavi | | | 0 | | | 0 | | | 0 | | | N/A | | | N/A | | | 645,714 | | | 4,881,598 | | | 0 | | | 0 |
Deepak Navnith | | | 0 | | | 0 | | | 0 | | | N/A | | | N/A | | | 329,867 | | | 2,493,795 | | | 0 | | | 0 |
Anthony Etnyre | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
(1) | The options granted to Mr. Hunkler contain market conditions requiring that our common stock |
(2) | The restricted stock unit awards |
This column indicates |
(3) | Based on the |
Name | | Fees Earned or Paid in Cash(2) ($) | | Stock Awards(2) ($) | | All Other Compensation(3) ($) | | Fees Earned or Paid in Cash(1) ($) | | Stock Awards(2) ($) | | All Other Compensation(3) ($) | | Total ($) | |||||||
Thurman J. (“T.J.”) Rodgers | | — | | 2,687,000 | | — | | 80,000 | | 1,353,508 | | 0 | | 1,433,508 | |||||||
David Springer | | 34,611 | | 338,476 | | 154,226 | | 527,313 | |||||||||||||
Ahmad Chatila | | 52,590 | | — | | 20,304 | | 50,000 | | 258,144 | | 25,886 | | 334,030 | |||||||
William Aldeen (“Dean”) Priddy, Jr. | | 21,923 | | 268,700 | | — | | 70,000 | | 822,417 | | 32,324 | | 924,741 | |||||||
Isidoro Quiroga Cortés | | — | | 2,687,000 | | — | | 50,000 | | 1,353,508 | | 0 | | 1,403,508 | |||||||
Shaker Sadasivam | | — | | 2,687,000 | | — | | 65,000 | | 1,353,508 | | 8,478 | | 1,426,986 | |||||||
Lisan Hung | | 60,000 | | 1,353,508 | | 0 | | 1,413,508 |
(1) |
Amounts represent |
(2) | Includes grants of RSUs under the 2017 Plan to each of the independent directors prior to the IPO. The RSUs will vest in four equal installments on each anniversary of the date of grant subject to continued service by the director through each applicable vesting date. The RSUs listed above also include the RSUs granted under the director compensation program described above in fiscal 2021 under the 2021 Plan. Amounts represent the aggregate grant date fair value of the restricted stock unit awards made to the non-employee director during the |
As of December 31, |
Name | | | RSUs (#) |
Thurman J. (“T.J.”) Rodgers | | | |
David Springer | | | |
Ahmad Chatila | | | |
William Aldeen (“Dean”) Priddy, Jr. | | | |
Isidoro Quiroga Cortés | | | |
Shaker Sadasivam | | | |
Lisan Hung | | | 166,838 |
(3) | Amounts represent the incremental cost to the Company of providing health |
| | | | 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 |
| | Shares of Common Stock Beneficially Owned | ||||
Name of Beneficial Owner | | | Number | | | % |
5% Stockholders: | | | | | ||
ARC Family Trust(1) | | | 21,941,357 | | | 22.1% |
South Lake One LLC(2) | | | 14,652,750 | | | 14.8% |
Named Executive Officers and Directors: | | | | | ||
Sean Hunkler | | | 0 | | | *% |
Ali Mortazavi(3) | | | 224,200 | | | *% |
Deepak Navnith(4) | | | 158,968 | | | *% |
Anthony P. Etnyre(5) | | | 3,977,622 | | | 4.0% |
Thurman J. “T.J.” Rodgers(6) | | | 3,820,546 | | | 3.9% |
David Springer(7) | | | 10,377,721 | | | 10.5% |
Ahmad Chatila(8) | | | 329,310 | | | *% |
William Aldeen (“Dean”) Priddy, Jr.(9) | | | 73,092 | | | *% |
Isidoro Quiroga Cortés(10) | | | 736,357 | | | *% |
Shaker Sadasivam(11) | | | 25,010,928 | | | 25.1% |
Lisan Hung(12) | | | 52,477 | | | *% |
All Executive Officers and Directors as a group (11 individuals) | | | 45,090,719 | | | 45.3% |
* | 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 Cortés, María Victoria Quiroga Moreno, Martín Guiloff Salvador and Felipe Correa González, in their capacity as members of the board of directors, may be deemed to have voting and dispositive power (acting jointly Isidoro Quiroga Cortés or María Victoria Quiroga Moreno with any of Martín Guiloff Salvador and Felipe Correa González) with respect to all shares held by South Lake One LLC. The principal business address for South Lake One LLC is shareholder is 5711 Pdte. Riesco, Office No. 1603, Las Condes, Santiago, Chile. |
(3) | Consists of (i) |
(4) | Consists of (i) 55,885 shares of common stock |
(5) | Consists of (i) 2,605,582 shares of common stock held by Mr. Etnyre and |
(6) | Consists of (i) |
(7) | Consists of (i) 7,563,375 shares of common stock held by Mr. Springer, (ii) 10,478 shares of common stock to be issued from the settlement of restricted stock units that |
(8) | Consists of |
(9) | Consists of |
(10) | Consists of |
(11) | Consists of (i) 2,474,001 shares of common stock held by ChristSivam, LLC, (ii) 543,093 shares of common stock to be issued from the settlement of restricted stock units that have vested held by |
(12) | Consists of 52,477 shares of common stock |
| | Beneficial Ownership of Common Shares Prior to this Offering | | | | | Beneficial Ownership of Common Shares after this Offering | ||||||||
Selling Stockholder | | | Number of Shares | | | Percent of Class | | | Number of Shares to be Sold Under this Prospectus | | | Number of Shares | | | Percent of Class |
ARC Family Trust(1) | | | 21,941,357 | | | 22.1% | | | 21,941,357 | | | 0 | | | 0% |
South Lake One LLC(2) | | | 14,652,750 | | | 14.8% | | | 14,652,750 | | | 0 | | | 0% |
Isidoro Quiroga Cortés(3) | | | 736,357 | | | 0.7% | | | 683,880 | | | 52,477 | | | 0.05% |
(1) | The business address of this stockholder is 20 Montchanin Road, Suite 100, Greenville, DE 19807. |
(2) | The principal business address of this stockholder is 5711 Pdte. Riesco, Office No. 1603, Las Condes, Santiago, Chile. |
(3) | The principal business address of this stockholder is 5711 Pdte. Riesco, Office No. 1603, Las Condes, Santiago, Chile. |
| | 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 | | | Number of shares of common stock purchased | | Aggregate Purchase Price | |||||
Nagendra Cherukupalli | | 412,334 | | $7,325,114 | | 412,334 | | $7,325,114 | | 281,575 | | $3,422,544 | ||||||
Ali Mortazavi | | 30,925 | | 549,383 | | 30,925 | | 549,383 | | 21,118 | | 256,689 | ||||||
Jay B. Grover | | 134,008 | | 2,380,652 | | 134,008 | | 2,380,652 | | 78,841 | | 958,312 | ||||||
Kristian Nolde | | 31,337 | | 556,702 | | 31,337 | | 556,702 | | 21,400 | | 260,117 | ||||||
David Springer | | 907,134 | | 16,115,236 | | 1,814,268 | | 32,230,471 | | 473,046 | | 5,749,874 | ||||||
Isidoro Quiroga Cortés(1) | | 568,921 | | 10,106,882 | | 568,921 | | 10,106,882 | | 140,787 | | 1,711,266 | ||||||
ARC Family Trust(2) | | 989,601 | | 17,580,262 | | 2,205,639 | | 39,183,177 | | 563,150 | | 6,845,088 | ||||||
South Lake One LLC(1) | | 994,359 | | 17,664,788 | | 2,195,116 | | 38,996,236 | | 619,465 | | 7,529,597 | ||||||
Catherine L. Springer | | 566,881 | | 10,070,641 | | 566,881 | | 10,070,641 | | 335,275 | | 4,075,268 | ||||||
ChristSivam, LLC(3) | | 824,667 | | 14,650,209 | | 824,667 | | 14,650,209 | | 281,574 | | 3,422,532 | ||||||
Total | | 5,460,167 | | $96,999,867 | | 8,784,096 | | $156,049,465 | | 2,816,231 | | $34,231,287 |
(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. |
| | ||
Audited Consolidated Financial Statements | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
| | 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 |
(in thousands, except shares and per share data) | | | December 31, 2021 | | | December 31, 2020 |
ASSETS | | | | | ||
Current assets | | | | | ||
Cash and cash equivalents | | | $ 102,185 | | | $ 32,359 |
Restricted cash | | | 0 | | | 1,014 |
Accounts receivable, net | | | 107,548 | | | 23,734 |
Inventories | | | 8,860 | | | 1,686 |
Prepaid and other current assets | | | 17,186 | | | 6,924 |
Total current assets | | | 235,779 | | | 65,717 |
Operating lease right-of-use assets | | | 1,733 | | | 571 |
Property and equipment, net | | | 1,582 | | | 311 |
Investments in unconsolidated subsidiary | | | 0 | | | 1,857 |
Other assets | | | 3,926 | | | 2,937 |
Total assets | | | $ 243,020 | | | $ 71,393 |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $ 39,264 | | | $ 17,127 |
Short-term debt | | | 0 | | | 1,000 |
Accrued expenses | | | 47,860 | | | 13,555 |
Accrued interest – related party | | | 0 | | | 207 |
Income taxes payable | | | 47 | | | 79 |
Deferred revenue | | | 1,421 | | | 22,980 |
Other current liabilities | | | 4,656 | | | 4,861 |
Total current liabilities | | | 93,248 | | | 59,809 |
Long-term debt | | | 0 | | | 784 |
Operating lease liability, net of current portion | | | 1,340 | | | 355 |
Other non-current liabilities | | | 5,566 | | | 2,994 |
Total liabilities | | | 100,154 | | | 63,942 |
Commitments and contingencies (Note 12) | | | 0 | | | 0 |
Stockholders’ equity | | | | | ||
Preferred stock par value of $0.0001 per share, 10,000,000 shares authorized; 0ne issued as of December 31, 2021 and December 31, 2020 | | | 0 | | | 0 |
Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 92,619,641 and 66,155,340 shares issued and outstanding as of December 31, 2021 and December 30, 2020 | | | 9 | | | 1 |
Treasury stock, at cost; 10,762,566 and 9,896,666 shares as of December 31, 2021 and December 31, 2020 | | | 0 | | | 0 |
Additional paid-in capital | | | 292,082 | | | 50,096 |
Accumulated other comprehensive income (loss) | | | 7 | | | (3) |
Accumulated deficit | | | (149,232) | | | (42,643) |
Total stockholders’ equity | | | 142,866 | | | 7,451 |
Total liabilities and stockholders’ equity | | | $ 243,020 | | | $ 71,393 |
| | Year ended December 31, | |||||||
(in thousands, except shares and per share data) | | | 2021 | | | 2020 | | | 2019 |
Revenue: | | | | | | | |||
Product | | | $ 227,397 | | | $ 158,925 | | | $ 43,085 |
Service | | | 43,128 | | | 28,427 | | | 10,039 |
Total revenue | | | 270,525 | | | 187,352 | | | 53,124 |
Cost of revenue: | | | | | | | |||
Product | | | 239,149 | | | 155,967 | | | 44,212 |
Service | | | 63,921 | | | 27,746 | | | 10,863 |
Total cost of revenue | | | 303,070 | | | 183,713 | | | 55,075 |
Gross profit (loss) | | | (32,545) | | | 3,639 | | | (1,951) |
Operating expenses | | | | | | | |||
Research and development | | | 11,540 | | | 5,222 | | | 3,960 |
Selling and marketing | | | 6,823 | | | 3,545 | | | 1,897 |
General and administrative | | | 75,896 | | | 11,798 | | | 4,563 |
Total operating expenses | | | 94,259 | | | 20,565 | | | 10,420 |
Loss from operations | | | (126,804) | | | (16,926) | | | (12,371) |
Interest expense, net | | | (814) | | | (364) | | | (454) |
Gain from disposal of investment in unconsolidated subsidiary | | | 20,829 | | | 0 | | | 0 |
Gain (loss) on extinguishment of debt | | | 790 | | | (116) | | | 0 |
Other expense | | | (67) | | | 0 | | | 0 |
Income (loss) from unconsolidated subsidiary | | | (354) | | | 1,399 | | | (709) |
Loss before income taxes | | | (106,420) | | | (16,007) | | | (13,534) |
(Provision) benefit for income taxes | | | (169) | | | 83 | | | 39 |
Net loss | | | (106,589) | | | (15,924) | | | (13,495) |
Other comprehensive income (loss): | | | | | | | |||
Foreign currency translation adjustments | | | 10 | | | (3) | | | 0 |
Comprehensive loss | | | $(106,579) | | | $(15,927) | | | $(13,495) |
Net loss per share: | | | | | | | |||
Basic | | | $(1.24) | | | $(0.23) | | | $(0.22) |
Diluted | | | $(1.24) | | | $(0.23) | | | $(0.22) |
Weighted-average common shares outstanding: | | | | | | | |||
Basic | | | 86,043,051 | | | 68,810,533 | | | 62,043,383 |
Diluted | | | 86,043,051 | | | 68,810,533 | | | 62,043,383 |
| | Preferred stock | | | Common stock | | | Treasury stock | | | | | | | | | ||||||||||||||
(in thousands, except shares) | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Additional paid-In capital | | | Accumulated other comprehensive income (loss) | | | Accumulated deficit | | | Total stockholders' equity (deficit) |
Balance as of December 31, 2018 | | | 0 | | | $0 | | | 56,146,407 | | | $ 1 | | | 0 | | | $0 | | | $ 11,367 | | | $0 | | | $(13,224) | | | $(1,856) |
Restricted stock awards vested during the period | | | — | | | — | | | 3,822,019 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Issuance of common stock | | | — | | | — | | | 3,665,555 | | | — | | | — | | | — | | | 6,000 | | | — | | | — | | | 6,000 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | 906 | | | — | | | — | | | 906 |
Net loss | | | | | | | | | | | | | | | | | | | (13,495) | | | (13,495) | ||||||||
Other comprehensive income | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 0 | | | — | | | 0 |
Balance as of December 31, 2019 | | | 0 | | | 0 | | | 63,633,981 | | | 1 | | | 0 | | | 0 | | | 18,273 | | | 0 | | | (26,719) | | | (8,445) |
Restricted stock awards vested during the period | | | — | | | — | | | 3,255,049 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Repurchase of common stock, held in treasury | | | — | | | — | | | (9,896,666) | | | — | | | 9,896,666 | | | — | | | — | | | — | | | — | | | — |
Issuance of common stock | | | — | | | — | | | 9,162,976 | | | — | | | — | | | — | | | 30,000 | | | — | | | — | | | 30,000 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,823 | | | — | | | — | | | 1,823 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (15,924) | | | (15,924) |
Other comprehensive loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (3) | | | — | | | (3) |
Balance as of December 31, 2020 | | | 0 | | | 0 | | | 66,155,340 | | | 1 | | | 9,896,666 | | | 0 | | | 50,096 | | | (3) | | | (42,643) | | | 7,451 |
Restricted stock awards vested during the period | | | — | | | — | | | 9,107,121 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Repurchase of treasury stock | | | — | | | — | | | (865,900) | | | — | | | 865,900 | | | — | | | — | | | — | | | — | | | — |
Issuance of common stock upon exercise of stock options | | | — | | | — | | | 2,838,464 | | | 1 | | | — | | | — | | | 316 | | | — | | | — | | | 317 |
Repurchase and retirement of common stock held by related parties | | | — | | | — | | | (4,455,384) | | | (1) | | | — | | | — | | | (54,154) | | | — | | | — | | | (54,155) |
Issuance of common stock in connection with IPO | | | — | | | — | | | 19,840,000 | | | 2 | | | — | | | — | | | 241,153 | | | — | | | — | | | 241,155 |
Impact of stock split | | | — | | | — | | | — | | | 6 | | | — | | | — | | | (6) | | | — | | | — | | | — |
Deferred offering costs | | | — | | | — | | | — | | | — | | | — | | | — | | | (7,088) | | | — | | | — | | | (7,088) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | 61,765 | | | — | | | — | | | 61,765 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (106,589) | | | (106,589) |
Other comprehensive income | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 10 | | | — | | | 10 |
Balance as of December 31, 2021 | | | 0 | | | $0 | | | 92,619,641 | | | $ 9 | | | 10,762,566 | | | $0 | | | $ 292,082 | | | $ 7 | | | $(149,232) | | | $ 142,866 |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Cash flows from operating activities | | | | | | | |||
Net loss | | | $(106,589) | | | $(15,924) | | | $(13,495) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | | |||
Stock-based compensation | | | 61,765 | | | 1,818 | | | 906 |
Depreciation and amortization | | | 232 | | | 47 | | | 412 |
Amortization of debt issue costs | | | 461 | | | 0 | | | 0 |
Reserve for obsolete and slow-moving inventory | | | 90 | | | 0 | | | 0 |
(Gain) loss from unconsolidated subsidiary | | | 354 | | | (1,399) | | | 709 |
Gain from disposal of investment in unconsolidated subsidiary | | | (20,829) | | | 0 | | | 0 |
(Gain) loss on extinguishment of debt | | | (790) | | | 116 | | | 0 |
Warranty provision | | | 8,588 | | | 7,866 | | | 2,057 |
Warranty recoverable from manufacturer | | | (928) | | | (1,021) | | | (284) |
Bad debt expense (credit) | | | (91) | | | 24 | | | 444 |
Deferred income taxes | | | 0 | | | (3) | | | (3) |
Lease expense and other non-cash items | | | 458 | | | 50 | | | 89 |
Impact on cash from changes in operating assets and liabilities: | | | | | | | |||
Accounts receivable, net | | | (83,723) | | | (9,710) | | | (13,838) |
Inventories | | | (7,264) | | | 2,819 | | | (4,505) |
Prepaid and other current assets | | | (10,237) | | | (2,847) | | | (3,154) |
Other assets | | | (2,137) | | | (1,672) | | | (156) |
Accounts payable | | | 21,659 | | | 10,076 | | | 7,781 |
Accruals and other current liabilities | | | 34,095 | | | 7,162 | | | 3,389 |
Accrued interest – related party debt | | | 0 | | | (78) | | | (289) |
Deferred revenue | | | (21,559) | | | 3,107 | | | 19,683 |
Other non-current liabilities | | | (6,016) | | | 496 | | | 1 |
Lease payments and other, net | | | (393) | | | (298) | | | (1) |
Net cash provided by (used in) operating activities | | | (132,854) | | | 629 | | | (254) |
Cash flows from investing activities: | | | | | | | |||
Purchases of property and equipment | | | (1,025) | | | (256) | | | (18) |
Proceeds from disposal of investment in and distributions received from unconsolidated subsidiary | | | 22,332 | | | 2,124 | | | 0 |
Net cash provided by (used in) investing activities | | | 21,307 | | | 1,868 | | | (18) |
Cash flows from financing activities: | | | | | | | |||
Proceeds from borrowings | | | 0 | | | 784 | | | 1,000 |
Repayments of borrowings (related party borrowings in 2020) | | | (1,000) | | | (7,000) | | | 0 |
Repurchase and retirement of common stock held by related parties | | | (54,155) | | | 0 | | | 0 |
Offering costs paid | | | (5,948) | | | (1,140) | | | 0 |
Proceeds from stock issuance | | | 241,155 | | | 30,000 | | | 6,000 |
Proceeds from stock option exercises | | | 317 | | | 0 | | | 0 |
Net cash provided by financing activities | | | 180,369 | | | 22,644 | | | 7,000 |
Effect of exchange rate changes on cash and restricted cash | | | (10) | | | (3) | | | 0 |
Net increase in cash and restricted cash | | | 68,812 | | | 25,138 | | | 6,728 |
Cash and restricted cash at beginning of period | | | 33,373 | | | 8,235 | | | 1,507 |
Cash and restricted cash at end of period | | | $ 102,185 | | | $ 33,373 | | | $ 8,235 |
| | | | | |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Supplemental disclosures of cash flow information: | | | | | | | |||
Purchases of property and equipment included in accounts payable and accruals | | | $ 478 | | | $0 | | | $0 |
Offering costs included in period end accruals | | | $0 | | | $449 | | | $0 |
Commencement of new operating leases | | | $1,540 | | | $688 | | | $ 78 |
Cash paid during the period for third party interest | | | $ 254 | | | $0 | | | $ 8 |
Cash paid during the period for related party interest | | | $ 207 | | | $350 | | | $700 |
Cash paid during the period for taxes | | | $ 76 | | | $0 | | | $0 |
Reconciliation of cash and restricted cash at period end | | | December 31, 2021 | | | December 31, 2020 | | | December 31, 2019 |
Cash | | | $102,185 | | | $32,359 | | | $7,221 |
Restricted cash | | | 0 | | | 1,014 | | | 1,014 |
Total cash and restricted cash | | | $102,185 | | | $33,373 | | | $8,235 |
(in thousands) | | | Year ended December 31, 2020 (As Previously Reported) | | | Adjustments | | | Year ended December 31, 2020 (As Revised) |
Cash flows from operating activities | | | | | | | |||
Impact on cash from changes in operating assets and liabilities | | | | | | | |||
Accounts payable | | | $8,936 | | | $1,140 | | | $10,076 |
Net cash provided by (used in) operating activities | | | $(511) | | | $1,140 | | | $629 |
Cash flows from financing activities | | | | | | | |||
Offering costs paid | | | $0 | | | $(1,140) | | | $(1,140) |
Net cash provided by financing activities | | | $23,784 | | | $(1,140) | | | $22,644 |
Supplemental disclosure of cash flow information | | | | | | | |||
Offering costs included in period end accruals | | | $0 | | | $449 | | | $449 |
Category | | | Depreciation period (in years) |
Leasehold improvements | | | 3 |
Field equipment | | | 5 |
Information technology equipment | | | 3 |
Tooling | | | 3 |
Capitalized software | | | 3 |
(in thousands) | | | December 31, 2021 | | | December 31, 2020 |
Trade receivables | | | $ 38,597 | | | $23,691 |
Revenue recognized in excess of billings | | | 72,676 | | | 1,224 |
Other receivables | | | 147 | | | 47 |
Total | | | 111,420 | | | 24,962 |
Allowance for doubtful accounts | | | (3,872) | | | (1,228) |
Accounts receivable, net | | | $107,548 | | | $23,734 |
| | 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 |
| | 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 |
| | As of December 31, | ||||
| | 2019 | | | 2020 | |
Dimension Energy LLC | | | | | ||
Carrying value | | | $2,582 | | | $1,857 |
Ownership percentage | | | 23.7% | | | 23.6% |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Balance at beginning of period | | | $ 1,228 | | | $ 441 | | | $0 |
Additions charged to earnings | | | 4,045 | | | 787 | | | 441 |
Write-offs of uncollectible accounts | | | (1,401) | | | 0 | | | 0 |
Balance at end of period | | | $3,872 | | | $1,228 | | | $441 |
(in thousands) | | | December 31, 2021 | | | December 31, 2020 |
Finished goods | | | $8,950 | | | $1,686 |
Allowance for slow-moving and obsolete inventory | | | (90) | | | 0 |
Total | | | $8,860 | | | $1,686 |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Balance at beginning of period | | | $0 | | | $0 | | | $0 |
Additions charged to earnings | | | 90 | | | 0 | | | 0 |
Write-offs of obsolete inventory | | | 0 | | | 0 | | | 0 |
Balance at end of period | | | $90 | | | $0 | | | $0 |
(in thousands) | | | December 31, 2021 | | | December 31, 2020 |
Vendor deposits | | | $13,098 | | | $4,205 |
Prepaid expenses | | | 2,301 | | | 821 |
Prepaid taxes | | | 269 | | | 222 |
Deferred cost of revenue | | | 0 | | | 992 |
Surety collateral | | | 460 | | | 113 |
Other current assets | | | 1,058 | | | 571 |
Total | | | $17,186 | | | $6,924 |
| | 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 |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Operating lease cost | | | $458 | | | $288 | | | $286 |
Variable lease cost | | | 0 | | | 0 | | | 0 |
Short-term lease cost | | | 100 | | | 31 | | | 4 |
Total lease cost | | | $558 | | | $319 | | | $290 |
| | | | | | ||||
Reported in: | | | | | | | |||
Cost of revenue | | | $239 | | | $38 | | | $0 |
Research and development | | | 39 | | | 0 | | | 0 |
Selling and marketing | | | 1 | | | 3 | | | 0 |
General and administrative | | | 279 | | | 278 | | | 290 |
Total lease cost | | | $558 | | | $319 | | | $290 |
(in thousands) | | | December 31, 2021 |
2022 | | | $567 |
2023 | | | 520 |
2024 | | | 511 |
2025 | | | 446 |
2026 | | | 54 |
Thereafter | | | 0 |
Total lease payments | | | 2,098 |
Less: imputed interest | | | (306) |
Present value of operating lease liabilities | | | $1,792 |
| | ||
Current portion of operating lease liability | | | $452 |
Operating lease liability, net of current portion | | | 1,340 |
Present value of operating lease liabilities | | | $1,792 |
(in thousands) | | | December 31, 2021 | | | December 31, 2020 |
Leasehold improvements | | | $ 22 | | | $11 |
Field equipment | | | 833 | | | 66 |
Information technology equipment | | | 182 | | | 0 |
Tooling | | | 543 | | | 0 |
Capitalized software | | | 250 | | | 250 |
Total | | | 1,830 | | | 327 |
Accumulated depreciation | | | (248) | | | (16) |
Property and equipment, net | | | $1,582 | | | $311 |
(in thousands) | | | December 31, 2021 | | | December 31, 2020 |
Revolving line of credit | | | $0 | | | $ 1,000 |
Paycheck Protection Program loan | | | 0 | | | 784 |
Total debt | | | 0 | | | 1,784 |
Less: short-term debt | | | 0 | | | (1,000) |
Long-term debt | | | $0 | | | $ 784 |
| | | | 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 | | | $— |
(in thousands) | | | December 31, 2021 | | | December 31, 2020 |
Accrued cost of revenue | | | $43,185 | | | $ 7,812 |
Accrued compensation | | | 981 | | | 2,869 |
Other accrued expenses | | | 3,694 | | | 2,874 |
Total accrued expenses | | | $47,860 | | | $13,555 |
| | | | |||
Warranty reserves | | | $ 4,032 | | | $ 3,985 |
Current portion of operating lease liability | | | 452 | | | 230 |
Non-federal tax obligations | | | 172 | | | 635 |
Other | | | 0 | | | 11 |
Total other current liabilities | | | $ 4,656 | | | $ 4,861 |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Balance at beginning of period | | | $ 6,811 | | | $ 2,057 | | | $0 |
Warranties issued during the period | | | 8,588 | | | 7,866 | | | 2,057 |
Settlements made during the period | | | (5,270) | | | (3,111) | | | 0 |
Changes in liability for pre-existing warranties | | | (783) | | | (1) | | | 0 |
Balance at end of period | | | $ 9,346 | | | $ 6,811 | | | $ 2,057 |
| | | | | | ||||
Accrued warranty balance reported in: | | | | | | | |||
Other current liabilities | | | $ 4,032 | | | $ 3,985 | | | $ 1,368 |
Other non-current liabilities | | | 5,314 | | | 2,826 | | | 689 |
Balance at end of period | | | $ 9,346 | | | $ 6,811 | | | $ 2,057 |
| | Year ended December 31, | |||||||
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Current - | | | | | | | |||
Federal | | | $0 | | | $(159) | | | $0 |
State | | | 196 | | | 1 | | | (36) |
Foreign | | | (27) | | | 78 | | | 0 |
| | 169 | | | (80) | | | (36) | |
Deferred - | | | | | | | |||
Federal | | | 0 | | | (3) | | | (3) |
State | | | 0 | | | 0 | | | 0 |
| | 0 | | | (3) | | | (3) | |
Provision (benefit) for income taxes | | | $169 | | | $(83) | | | $(39) |
| | | | | | ||||
Federal income tax provision (benefit) at statutory rate | | | $(22,348) | | | $(3,362) | | | $(2,842) |
State taxes, net of federal | | | (1,744) | | | (215) | | | (551) |
Research and experimentation tax credit | | | (342) | | | (179) | | | (118) |
Change in valuation allowance | | | 28,361 | | | 3,523 | | | 3,184 |
Stock compensation | | | (6,863) | | | 406 | | | 225 |
Dividends received deduction | | | 0 | | | (308) | | | 0 |
Section 162m limitation on executive compensation | | | 2,467 | | | 0 | | | 0 |
Permanent differences and other | | | 638 | | | 52 | | | 63 |
Provision (benefit) for income taxes | | | $169 | | | $(83) | | | $(39) |
(in thousands) | | | December 31, 2021 | | | December 31, 2020 |
Deferred tax assets: | | | | | ||
Fixed assets and intangibles | | | $ 17 | | | $135 |
Leases | | | 378 | | | 106 |
Accrued expenses | | | 2,741 | | | 2,066 |
Net operating loss carryforward | | | 31,868 | | | 6,679 |
Stock options | | | 5,508 | | | 0 |
Investment difference | | | 0 | | | 148 |
R&D credit carryforward | | | 616 | | | 325 |
Other | | | 402 | | | 0 |
Subtotal | | | 41,530 | | | 9,459 |
Less: valuation allowance | | | (40,760) | | | (9,297) |
Total deferred tax assets | | | 770 | | | 162 |
| | | | |||
Deferred tax liabilities: | | | | | ||
Leases | | | (370) | | | (101) |
Prepaid expenses | | | (400) | | | (61) |
Total deferred tax liability | | | (770) | | | (162) |
Net deferred tax asset (liability) | | | $0 | | | $0 |
| | Year ended December 31, | ||||
(in thousands) | | | 2021 | | | 2020 |
Balance at beginning of period | | | $81 | | | $45 |
Increase for tax positions related to the current year | | | 636 | | | 36 |
Decrease for tax positions related to prior years | | | 0 | | | 0 |
Balance at end of period | | | $717 | | | $81 |
| | 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 |
| | 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 |
| | 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 |
(in thousands) | | | 2021 | | | 2020 | | | 2019 |
Cost of revenue | | | $8,094 | | | $322 | | | $176 |
Research and development | | | 3,657 | | | 57 | | | 51 |
Selling and marketing | | | 2,056 | | | 38 | | | 26 |
General and administrative | | | 47,958 | | | 1,401 | | | 653 |
Total stock compensation expense | | | $61,765 | | | $1,818 | | | $906 |
| | 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 |
| | 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 |
| | 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) |
Options | | | Shares | | | Weighted- average exercise price | | | Weighted- average remaining contractual term (in years) | | | Average intrinsic value (in thousands) |
Outstanding as of December 31, 2020 | | | 8,524,997 | | | $0.23 | | | | | ||
Granted | | | 2,107,500 | | | 8.14 | | | | | ||
Exercised | | | (2,838,464) | | | 0.11 | | | | | ||
Forfeited and expired | | | (255,768) | | | 0.48 | | | | | ||
Outstanding as of December 31, 2021 | | | 7,538,265 | | | $2.48 | | | 7.41 | | | $39,500 |
| | | | | | | | |||||
Vested at December 31, 2021 or expected to vest in the future | | | 7,538,265 | | | $2.48 | | | 7.41 | | | $39,500 |
Exercisable at December 31, 2021 | | | 4,253,458 | | | $0.24 | | | 6.23 | | | $31,139 |
| | | | | | | | |||||
At December 31, 2021: | | | | | | | | | ||||
Stock-based compensation cost not yet recognized (in thousands) | | | | | | | | | $10,301 | |||
Weighted-average remaining expense recognition period (in years) | | | | | | | | | 5.03 |
| | Year ended December 31, | |||||||
| | 2021 | | | 2020 | | | 2019 | |
Black-Scholes-Merton pricing formula weighted-average assumptions: | | | | | | | |||
Expected life (in years) | | | 7.72 | | | 6.07 | | | 5.92 |
Risk-free interest rate | | | 1.32% | | | 1.60% | | | 1.94% |
Volatility | | | 56.47% | | | 51.57% | | | 52.90% |
Dividend yield | | | 0.00% | | | 0.00% | | | 0.00% |
| | | | | | ||||
Valuations: | | | | | | | |||
Grant-date fair value per option (post-split) | | | $4.79 | | | $2.86 | | | $1.29 |
Intrinsic value of options exercised (in thousands) | | | $22,852 | | | $0 | | | $0 |
Average intrinsic value per share of options exercised | | | $8.05 | | | $0 | | | $0 |
| | 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) |
| | Shares | | | Weighted- average grant date fair value | |
Restricted stock units: | | | | | ||
Nonvested as of December 31, 2020 | | | 12,943,811 | | | $3.15 |
Granted | | | 5,470,137 | | | 7.72 |
Vested | | | (12,883,918) | | | 3.87 |
Forfeited | | | (388,561) | | | 4.68 |
Nonvested as of December 31, 2021 | | | 5,141,469 | | | $6.08 |
| | | | |||
Restricted stock awards: | | | | | ||
Nonvested as of December 31, 2020 | | | 1,169,601 | | | $0.07 |
Granted | | | 0 | | | 0 |
Vested | | | (1,169,601) | | | 0.07 |
Forfeited | | | 0 | | | 0 |
Nonvested as of December 31, 2021 | | | 0 | | | $0 |
| | | |
| | 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 |
| | 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 |
| Shares | | | Weighted- average grant date fair value | ||
At December 31, 2021: | | | | | ||
Stock-based compensation cost not yet recognized (in thousands) | | | | | $21,396 | |
Weighted-average remaining expense recognition period (in years) | | | | | 2.95 |
| | Year ended December 31, | |||||||
| | 2021 | | | 2020 | | | 2019 | |
Net loss (in thousands) | | | $(106,589) | | | $(15,924) | | | $(13,495) |
Weighted average shares outstanding for calculating basic and diluted loss per share | | | 86,043,051 | | | 68,810,533 | | | 62,043,383 |
Basic and diluted loss per share | | | $(1.24) | | | $(0.23) | | | $(0.22) |
| | As of December 31, | |||||||
| | 2021 | | | 2020 | | | 2019 | |
Anti-dilutive securities excluded from calculating dilutive loss per share: | | | | | | | |||
Shares of common stock issuable under stock option plans outstanding | | | 7,538,265 | | | 8,524,997 | | | 8,081,738 |
Shares of common stock issuable upon vesting of restricted stock units | | | 5,141,469 | | | 14,121,666 | | | 5,249,324 |
Potential common shares excluded from diluted net loss per share calculation | | | 12,679,734 | | | 22,646,663 | | | 13,331,062 |
| | 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) |
| | Three months ended | ||||||||||
(in thousands, except loss per share) | | | March 31, 2021 | | | June 30, 2021 | | | September 30, 2021 | | | December 31, 2021 |
Revenue | | | $65,707 | | | $ 50,108 | | | $ 52,989 | | | $101,721 |
Gross profit (loss) | | | $119 | | | $(16,050) | | | $(8,039) | | | $(8,575) |
Net loss | | | $(7,442) | | | $(52,350) | | | $(22,915) | | | $(23,882) |
Loss per share: | | | | | | | | | ||||
Basic | | | $(0.11) | | | $(0.61) | | | $(0.24) | | | $(0.25) |
Diluted | | | $(0.11) | | | $(0.61) | | | $(0.24) | | | $(0.25) |
| | Three months ended | ||||||||||
(in thousands, except loss per share) | | | March 31, 2020 | | | June 30, 2020 | | | September 30, 2020 | | | December 31, 2020 |
Revenue | | | $32,376 | | | $51,157 | | | $59,640 | | | $44,179 |
Gross profit (loss) | | | $ 6,980 | | | $(1,382) | | | $ 2,866 | | | $(4,825) |
Net income (loss) | | | $3,420 | | | $(6,776) | | | $(2,840) | | | $(9,728) |
Earnings (loss) per share: | | | | | | | | | ||||
Basic | | | $0.05 | | | $(0.09) | | | $(0.04) | | | $(0.15) |
Diluted | | | $0.04 | | | $(0.09) | | | $(0.04) | | | $(0.15) |
Item 13. | Other Expenses of Issuance and Distribution. |
Expenses of Issuance and Distribution ($ thousands) | | | $Amount to be Paid |
SEC registration fee | | | $ |
FINRA filing fee | | | |
Transfer agent and registrar fees | | | |
Printing expenses | | | |
Legal fees and expenses | | | |
Accounting fees and expenses | | | |
Blue Sky fees and expenses | | | |
Miscellaneous expenses | | | |
Total | | | $ |
* | Estimates not presently known. |
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. |
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
ii. | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of shares of common stock offered (if the total dollar value of shares of common stock offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
iii. | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement |
2. | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the shares of common stock offered therein, and the offering of such shares of common stock at that time shall be deemed to be the initial bona fide offering thereof. |
3. | To remove from registration by means of a post-effective amendment any of the shares of common stock being registered which remain unsold at the termination of the offering. |
4. | Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B of the Securities Act or other than prospectuses filed in reliance on Rule 430A of the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
Exhibit Number | | | Description |
| | Amended and Restated Certificate of Incorporation of FTC Solar, Inc. | |
| | ||
| | ||
| | ||
| | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP(c) | |
| | Registration Rights Agreement, dated April 29, 2021, by and among FTC Solar, Inc. | |
| | Amendment No. 1 to Registration Rights Agreement, dated February 17, 2022, by and among FTC Solar, Inc. and certain holders of its capital stock (filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K with the SEC on March 21, 2022 and incorporated herein by reference) | |
| | Senior Secured Revolving Credit Facility Credit Agreement, by and among FTC Solar, Inc., as borrower, the several financial institutions from time to time parties thereto, and Barclays Bank PLC, as an issuing lender, the swingline lender and as administrative agent (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K with the SEC on May 3, 2021 and incorporated herein by reference) | |
| | FTC Solar, Inc. 2021 Stock Incentive Plan and form of agreement(b)(filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q with the SEC on August 11, 2021 and incorporated herein by reference) | |
| | FTC Solar, Inc. 2021 Employee Stock Purchase Plan(b)(filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q with the SEC on August 11, 2021 and incorporated herein by reference) | |
| | Form of Indemnification Agreement (filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on April 19, 2021 and incorporated herein by reference) | |
| | Employment Agreement by and between FTC Solar, Inc. and Sean Hunkler(b) (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form | |
| | Employment Agreement by and between FTC Solar, Inc. and Ali Mortazavi(b)(c) | |
| | Employment Agreement by and between FTC Solar, Inc. and Deepak Navnith(b)(c) | |
| | Employment Agreement by and between FTC Solar, Inc. and Anthony P. Etnyre(b) | |
(filed as Exhibit 10.3 to the Registrant’s Current Report on Form | |||
| | List of Subsidiaries of FTC Solar, Inc. | |
| | Consent of PricewaterhouseCoopers LLP(a) | |
| | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
| | Power of Attorney (included in signature page)(c) | |
| | Filing Fee Table(a) |
(a) |
(b) | Management contract or compensatory plan or arrangement. |
(c) | Previously filed. |
| | FTC SOLAR, INC. | ||||
| | | | |||
| | By: | | | /s/ | |
| | | | Name: | ||
| | | | Title: Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ | | | Chief Executive Officer and Director (Principal Executive Officer) | | | |
| ||||||
| | | | |||
/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 | | | |
David Springer | | |||||
| | | | |||
* | | | Director | | | |
Ahmad Chatila | | |||||
| | | | |||
* | | | Director | | | |
William Aldeen (“Dean”) Priddy, Jr. | |
| | | | |||
* | | | Director | | | |
Isidoro Quiroga Cortés | | |||||
| | | | |||
* | | | Director | | | |
Shaker Sadasivam | | |||||
| | | | |||
| | Director | | | ||
Lisan Hung | |
*By: | | | /s/ | | | |
| | | | |||
| | Attorney-in-fact | | |