UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2022
	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________

Commission File Number 001-40350

FTC SOLAR, INC.
(Exact name of Registrant as Specified in its Charter)

Delaware	81-4816270
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759	78759
(Address of Principal Executive Offices)	(Zip Code)

(737) 787-7906

Registrant's Telephone Number, Including Area Code

Not Applicable

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	FTCI	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer		Accelerated filer		Non-accelerated filer		Smaller reporting company	
Emerging growth company		

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  No

As of July 29, 2022, 101,775,152 shares of the registrant's common stock were outstanding.

FTC Solar, Inc.

Table of Contents

PART I – FINANCIAL INFORMATION

		Page
	Forward-looking statements	1
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
SIGNATURES		47

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical or current facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, liquidity, growth and profitability strategies and factors and trends affecting our business are forward-looking statements. Forward-looking statements can be identified in some cases by the use of words such as “believe,” “can,” “could,” “potential,” “plan,” “predict,” “goals,” “seek,” “should,” “may,” “may have,” “would,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” the negative of these words, other similar expressions or by discussions of strategy, plans or intentions.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the factors set forth under the heading “Risk Factors.” In addition, with respect to the acquisition discussed in this Quarterly Report on Form 10-Q, these factors also include risks related to: (1) costs related to the integration of the acquisition, (2) the inability to successfully merge goals and technology with the acquisition company, (3) the ability to recognize the anticipated benefits of the acquisition (including expected orders and revenues for the acquisition company, which are based on our reasonable due diligence of such company and the information and representations that such company has made to us), which may be affected by, among other things, competition, brand recognition, the ability of the combined companies to grow and manage growth profitably and retain their key employees, (4) the failure of the combined companies to effectively scale tracker systems and solutions in certain international markets and (5) changes in applicable laws or regulations that impact the feasibility of the operations of the combined companies. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.

1

ITEM 1. FINANCIAL STATEMENTS

FTC Solar, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except shares and per share data)	June 30, 2022			December 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	66,025		$	102,185
Accounts receivable, net		76,004			107,548
Inventories		13,677			8,860
Prepaid and other current assets		13,673			17,186
Total current assets		169,379			235,779
Operating lease right-of-use assets		1,509			1,733
Property and equipment, net		1,436			1,582
Intangible assets, net		1,433			—
Goodwill		7,487			—
Other assets		4,254			3,926
Total assets	$	185,498		$	243,020
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	34,921		$	39,264
Accrued expenses		29,850			47,860
Income taxes payable		166			47
Deferred revenue		6,881			1,421
Other current liabilities		7,073			4,656
Total current liabilities		78,891			93,248
Operating lease liability, net of current portion		1,093			1,340
Deferred income taxes		358			—
Other non-current liabilities		5,157			5,566
Total liabilities		85,499			100,154
Commitments and contingencies (Note 12)
Stockholders’ equity
Preferred stock par value of $0.0001 per share, 10,000,000 shares authorized; none issued as of June 30, 2022 and December 31, 2021		—			—
Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 101,720,174 and 92,619,641 shares issued and outstanding as of June 30, 2022 and December 30, 2021		10			9
Treasury stock, at cost; 10,762,566 shares as of June 30, 2022 and December 31, 2021		—			—
Additional paid-in capital		302,573			292,082
Accumulated other comprehensive income (loss)		124			7
Accumulated deficit		(202,708	)		(149,232	)
Total stockholders’ equity		99,999			142,866
Total liabilities and stockholders’ equity	$	185,498		$	243,020

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2

FTC Solar, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

	Three months ended June 30,						Six months ended June 30,
(in thousands, except shares and per share data)	2022			2021			2022			2021
Revenue:
Product	$	9,166		$	35,755		$	40,134		$	92,217
Service		21,555			14,353			40,140			23,598
Total revenue		30,721			50,108			80,274			115,815
Cost of revenue:
Product		16,426			43,878			51,389			98,874
Service		20,807			22,280			44,684			32,872
Total cost of revenue		37,233			66,158			96,073			131,746
Gross profit (loss)		(6,512	)		(16,050	)		(15,799	)		(15,931	)
Operating expenses
Research and development		2,711			5,583			5,412			7,537
Selling and marketing		2,927			3,097			4,899			4,197
General and administrative		13,089			47,742			26,907			52,826
Total operating expenses		18,727			56,422			37,218			64,560
Loss from operations		(25,239	)		(72,472	)		(53,017	)		(80,491	)
Interest expense, net		(427	)		(200	)		(722	)		(214	)
Gain from disposal of investment in unconsolidated subsidiary		—			20,619			337			20,619
Gain on extinguishment of debt		—			—			—			790
Other income (expense)		73			(46	)		92			(46	)
Loss from unconsolidated subsidiary		—			(136	)		—			(354	)
Loss before income taxes		(25,593	)		(52,235	)		(53,310	)		(59,696	)
(Provision) benefit for income taxes		(90	)		(115	)		(166	)		(96	)
Net loss		(25,683	)		(52,350	)		(53,476	)		(59,792	)
Other comprehensive income (loss):
Foreign currency translation adjustments		60			7			117			6
Comprehensive loss	$	(25,623	)	$	(52,343	)	$	(53,359	)	$	(59,786	)
Net loss per share:
Basic	$	(0.26	)	$	(0.61	)	$	(0.54	)	$	(0.78	)
Diluted	$	(0.26	)	$	(0.61	)	$	(0.54	)	$	(0.78	)
Weighted-average common shares outstanding:
Basic		100,321,943			86,156,309			99,752,707			76,581,517
Diluted		100,321,943			86,156,309			99,752,707			76,581,517

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

FTC Solar, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

	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, 2021		—	$	—		92,619,641	$	9		10,762,566	$	—	$	292,082		$	7	$	(149,232	)	$	142,866
Shares issued during the period for vested restricted stock awards		—		—		5,311,326		1		—		—		(1	)		—		—			—
Issuance of common stock upon exercise of stock options		—		—		1,793,876		—		—		—		428			—		—			428
Stock-based compensation		—		—		—		—		—		—		4,610			—		—			4,610
Net loss		—		—		—		—		—		—		—			—		(27,793	)		(27,793	)
Other comprehensive loss		—		—		—		—		—		—		—			57		—			57
Balance as of March 31, 2022		—		—		99,724,843		10		10,762,566		—		297,119			64		(177,025	)		120,168
Shares issued during the period for vested restricted stock awards		—		—		729,106		—		—		—		—			—		—			—
Issuance of common stock upon exercise of stock options		—		—		266,225		—		—		—		86			—		—			86
Shares issued for HX Tracker acquisition		—		—		1,000,000		—		—		—		4,370			—		—			4,370
Stock-based compensation		—		—		—		—		—		—		998			—		—			998
Net loss		—		—		—		—		—		—		—			—		(25,683	)		(25,683	)
Other comprehensive loss		—		—		—		—		—		—		—			60		—			60
Balance as of June 30, 2022		—	$	—		101,720,174	$	10		10,762,566	$	—	$	302,573		$	124	$	(202,708	)	$	99,999

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4

FTC Solar, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

	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, 2020		—	$	—		66,155,340		$	1		9,896,666	$	—	$	50,096	$	(3	)	$	(42,643	)	$	7,451
Shares issued during the period for vested restricted stock awards		—		—		1,169,607			—		—		—		—		—			—			—
Issuance of common stock upon exercise of stock options		—		—		152,902			—		—		—		39		—			—			39
Repurchases of treasury stock		—		—		(148,440	)		—		148,440		—		—		—			—
Stock-based compensation		—		—		—			—		—		—		449		—			—			449
Net loss		—		—		—			—		—		—		—		—			(7,442	)		(7,442	)
Other comprehensive loss		—		—		—			—		—		—		—		(1	)		—			(1	)
Balance as of March 31, 2021		—		—		67,329,409			1