FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________ OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Exact name of Registrant as specified in its ...

Financial Performance - For the three months ended January 31, 2026, net sales decreased by 1.1%, or $0.2 million, to $19.0 million compared to the same period in 2025, primarily due to a 37.4% decrease in integrated systems sales [79]. - Custom cabling product sales increased by 36.2% to $6.4 million, driven by increased market penetration in aerospace and industrial sectors [79]. - Gross profit for the fiscal 2026 quarter increased by $0.4 million to $6.1 million, with gross margins rising to 32.3% of sales compared to 29.8% in the fiscal 2025 quarter [80]. - The net loss for the fiscal 2026 quarter was $50,000, with a fully diluted loss per share of $0.00, compared to a net loss of $0.2 million and a loss per share of $0.02 in the fiscal 2025 quarter [84]. Cash and Working Capital - As of January 31, 2026, the company had a total of $5.1 million in cash and cash equivalents, with working capital of $14.6 million and a current ratio of approximately 1.8:1 [73]. - The company generated $0.9 million in cash from operating activities during the three months ended January 31, 2026, primarily due to changes in accounts receivable [75]. Backlog and Expenses - The company reported a backlog of $14.4 million as of January 31, 2026, down from $15.5 million as of October 31, 2025, primarily due to shipments against orders [74]. - Engineering expenses increased by $0.2 million to $0.9 million in the fiscal 2026 quarter, reflecting investment in new product development [81]. - Selling and general expenses rose to $5.1 million, representing 26.8% of sales, due to increased personnel-related costs [82]. Growth Strategy - The company aims to expand through acquisitions and organic growth, although future capital expenditures may be required for this expansion [78].

Financial Performance - Net revenue for the full year 2025 increased by 2.2% to $1,228.3 million compared to $1,201.7 million in the prior year[5] - Adjusted net income for the full year 2025 rose by 20.9% to $16.9 million, up from $14.0 million in the previous year[2] - Adjusted EBITDA for the full year 2025 increased by 6.9% to $45.0 million compared to $42.0 million in the prior year[9] - Gross profit for the full year 2025 was $207.6 million, slightly up from $205.2 million in the prior year, with a gross profit margin of 16.9%[6] - Distribution, selling, and administrative expenses for the full year 2025 increased by 1.9% to $201.5 million, maintaining a percentage of net revenue at 16.4%[7] - Net loss for the full year 2025 improved to $39.3 million from a net loss of $48.1 million in the prior year[8] - Cash provided by operating activities for the year ended December 31, 2025, was $25.5 million, an increase of $2.8 million from the prior year[15] Quarterly Performance - For the fourth quarter of 2025, net revenue was $308.0 million, a 0.9% increase from $305.3 million in the prior year period[10] - Adjusted EBITDA for the fourth quarter of 2025 decreased by 33.7% to $9.6 million compared to $14.5 million in the prior year period[14] - Net revenue for Q4 2025 was $308,023,000, a slight increase from $305,282,000 in Q4 2024, representing a growth of 0.6%[21] - Gross profit for Q4 2025 was $51,076,000, down from $52,155,000 in Q4 2024, reflecting a decrease of 2.1%[21] - The company reported a net loss of $37,417,000 for Q4 2025, an improvement compared to a net loss of $43,941,000 in Q4 2024, showing a reduction of 14.4%[21] - Adjusted EBITDA for Q4 2025 was $9,589,000, down from $14,473,000 in Q4 2024, indicating a decline of 33.7%[29] - The company had a loss per common share of $0.70 for Q4 2025, improved from a loss of $0.83 per share in Q4 2024[21] Cash Flow and Investments - Total cash at the end of Q4 2025 was $8,641,000, a decrease from $14,467,000 at the end of Q4 2024[23] - Cash provided by operating activities for the twelve months ended December 31, 2025, was $25,480,000, an increase from $22,636,000 in 2024, representing a growth of 8.1%[23] - The company reported a net cash used in investing activities of $20,373,000 for the twelve months ended December 31, 2025, compared to $12,548,000 in 2024, indicating an increase of 62.3%[23] Goodwill and Impairments - The company incurred goodwill impairment charges of $38,815,000 in Q4 2025, compared to $46,303,000 in Q4 2024, a decrease of 16.2%[21] - Goodwill impairment charges decreased from $46.303 million in 2024 to $38.815 million in 2025, a reduction of $7.488 million[30] Non-GAAP Measures - Non-GAAP net income for Q4 2025 was $2.683 million, down from $6.062 million in Q4 2024, representing a decrease of $3.379 million[30] - Non-GAAP net income for the full year 2025 increased to $16.887 million from $13.968 million in 2024, a rise of $2.919 million[30] - The non-GAAP diluted earnings per share for the full year 2025 was $0.32, compared to $0.26 in 2024, showing an increase of $0.06[30] - The non-GAAP diluted weighted average number of shares increased from 52,790 thousand in 2024 to 53,459 thousand in 2025[30] Strategic Focus - The company is focused on operational efficiency, organic growth through network optimization, and selectively pursuing M&A opportunities to strengthen its competitive position[3] Interest and Expenses - Interest expense for the twelve months ended December 31, 2025, was $11,431,000, slightly higher than $11,425,000 in 2024[29] - Stock-based compensation expense for Q4 2025 was $141,000, slightly up from $127,000 in Q4 2024, an increase of $14,000[30] Overall Losses - For Q4 2025, HF Foods Group Inc. reported a net loss of $37.298 million, an improvement from a net loss of $43.894 million in Q4 2024, reflecting a change of $6.596 million[30] - For the full year 2025, the net loss attributable to HF Foods Group Inc. was $38.843 million, an improvement from a net loss of $48.511 million in 2024, indicating a change of $9.668 million[30] - The GAAP diluted loss per share improved to $(0.70) in Q4 2025 from $(0.83) in Q4 2024, showing a positive change of $0.13[30] - The GAAP diluted loss per share for the full year 2025 was $(0.73), an improvement from $(0.92) in 2024, reflecting a change of $0.19[30]

Financial Performance - FutureFuel reported a net loss of $49.4 million, or $1.13 per diluted share, for the year ended December 31, 2025, compared to a net income of $15.5 million, or $0.35 per diluted share, in 2024[8]. - Revenues for the fourth quarter of 2025 were $19.8 million, a decrease of 68% or $41.7 million compared to $61.5 million in the same quarter of 2024[8]. - Adjusted EBITDA for the year was ($38.3) million, down from $21.3 million in 2024, reflecting a significant decline in operational performance[8]. - Total revenue for the year ended December 31, 2025, was $95,742, a decrease of 60.7% compared to $243,339 in 2024[30]. - The company reported a net loss of $49,397 for the year ended December 31, 2025, compared to a net income of $15,503 in 2024[32]. - Gross loss for the year ended December 31, 2025, was $39,425, compared to a gross profit of $19,644 in 2024[30]. - The company incurred total operating expenses of $13,565 for the year ended December 31, 2025, slightly higher than $13,272 in 2024[30]. - Adjusted EBITDA for the year ended December 31, 2025, was $(38,317), a significant decline from $21,317 in 2024[34]. - Net cash used in operating activities was $(28,735) for the year ended December 31, 2025, compared to $24,802 in 2024[34]. Cash and Assets - Cash and cash equivalents decreased to $51.3 million as of December 31, 2025, down from $109.5 million in 2024, largely due to the impact of the blenders tax credit expiration[20]. - Cash and cash equivalents decreased to $51,316 as of December 31, 2025, from $109,541 at the end of 2024[31]. - Total current assets fell to $100,523 in 2025, down from $164,786 in 2024, representing a decline of 39%[30]. - The company held 0.4 million RINs with a fair market value of $379 as of December 31, 2025, compared to 3.1 million RINs valued at $1,831 in 2024[36]. Operational Developments - The Chemicals segment completed a new methacrylate plant, which is expected to contribute meaningfully to revenue starting in 2026[5]. - The Biofuel segment faced challenges due to the expiration of the blenders tax credit, leading to a strategic inventory reduction and temporary production pause[6]. - FutureFuel anticipates improved performance in the Biodiesel segment in 2026, supported by rising Renewable Volume Obligations (RVO) and regulatory clarity[7]. - FutureFuel's operational focus has shifted towards enhancing plant reliability and efficiency amid challenging market conditions[4]. Company Milestones - The company will celebrate its 50th anniversary in 2026, highlighting its long-standing partnerships in the specialty chemicals industry[9]. - FutureFuel's chemical revenue for the year ended December 31, 2025, was $59,565, down from $80,007 in 2024, a decrease of 25.6%[36]. - Capital expenditures increased to $17.2 million in 2025, primarily due to the construction of a custom chemical plant[19].

Financial Performance - Net sales for the first quarter of fiscal 2026 were $19.0 million, a 1% decrease from $19.2 million year-over-year and a 16% decrease from $22.7 million in the fourth quarter of fiscal 2025[7] - Gross profit margin improved by 250 basis points to 32.3%, up from 29.8% in the prior year quarter[7] - Operating income increased to $177,000, more than tripling from $56,000 year-over-year[7] - Adjusted EBITDA rose 22% to $1.1 million, compared to $867,000 in the same quarter last year[7] - Non-GAAP net income was $659,000, or $0.06 per diluted share, compared to $397,000, or $0.04 per diluted share, in the first quarter of fiscal 2025[7] - Consolidated net loss improved to $50,000, or $0.00 per diluted share, from a net loss of $245,000, or $0.02 per diluted share, year-over-year[7] - Consolidated net loss for the three months ended January 31, 2026, was $50 million, a significant improvement from a loss of $245 million in the same period of 2025[25] - Adjusted EBITDA increased to $1,059 million for the three months ended January 31, 2026, compared to $867 million in the same period of 2025, reflecting a growth of approximately 22%[25] Backlog and Future Expectations - Backlog at the end of the quarter was $14.4 million, with first quarter bookings of $17.9 million; current backlog stands at $18.6 million[7] - The management expects revenue growth to accelerate in the second half of fiscal 2026 due to a significant increase in backlog[8] Cost Management and Expenses - Stock-based compensation expense rose to $264 million in Q1 2026, up from $195 million in Q1 2025, indicating increased investment in employee incentives[25] - Other expenses decreased to $193 million in Q1 2026 from $265 million in Q1 2025, showing improved cost management[25] - Provision for income taxes was $34 million for the three months ended January 31, 2026, slightly down from $36 million in the same period of 2025[25] - Depreciation expense remained relatively stable at $207 million in Q1 2026 compared to $205 million in Q1 2025[25] - Amortization expense was consistent at $411 million for both Q1 2026 and Q1 2025, indicating no new significant intangible assets were added[25] Strategic Initiatives - The company aims to diversify its customer base and expand into new verticals such as wireline, cable, aerospace, and datacenters[8] - Total assets decreased to $70.335 million from $73.046 million as of October 31, 2025[19]

Financial Performance - Total revenue for Q4 2025 was $45.5 million, exceeding the guidance range midpoint, with subscription revenue of $42.7 million, surpassing the high end of guidance [2]. - For the full year 2025, total revenue reached $180.9 million, reflecting a 1% year-over-year growth, while Adjusted EBITDA was $18.6 million, representing over 150% year-over-year growth [3]. - Total revenue for Q4 2025 was $45.540 million, slightly down from $45.609 million in Q4 2024, while total revenue for the fiscal year 2025 reached $180.854 million, compared to $178.717 million in 2024, indicating a year-over-year growth of 1.27% [34]. - The company reported a net loss of $576,000 for Q4 2025, a significant improvement compared to a net loss of $6.605 million in Q4 2024, reflecting a reduction in losses by approximately 91.3% [34]. - The net loss for the twelve months ended December 31, 2025, was $12.072 million, an improvement from a net loss of $31.315 million in 2024 [38]. - The company reported a net loss of $576,000 for the three months ended December 31, 2025, compared to a net loss of $6,605,000 for the same period in 2024, showing improvement in financial performance [40]. Revenue Metrics - Annualized Recurring Revenue (ARR) was $168.2 million, a decrease of 3% compared to $173.9 million in 2024 [10]. - Annualized Recurring Revenue as of December 31, 2025, reached $173,900,000, up from $168,197,000 in 2024, indicating growth in recurring revenue streams [41]. - The Net Dollar Retention Rate is utilized to measure the success in retaining and growing recurring revenue from existing customers, with fluctuations influenced by various factors including product expansion and customer retention [31]. - The Net Dollar Retention Rate for the three months ended December 31, 2025, was 97%, down from 103% in the same period of 2024, suggesting a decline in customer retention [42]. Operational Efficiency - Non-GAAP Operating profit for Q4 2025 was $5.2 million, compared to $1.5 million in Q4 2024 [10]. - The company’s operating profit for Q4 2025 was $874,000, a recovery from an operating loss of $3.793 million in Q4 2024, indicating improved operational efficiency [34]. - Cash provided by operating activities for the twelve months ended December 31, 2025, was $14.541 million, up from $12.233 million in 2024 [38]. Strategic Initiatives - Kaltura achieved the highest level of new bookings in 2025, including two seven-figure and fifteen six-figure new deals, alongside seven AI-related deals [7]. - The acquisition of eSelf.ai was completed, and a definitive agreement to acquire PathFactory for approximately $22 million in cash was signed, expected to close in Q2 2026 [10]. - Acquisition-related expenses for the year ended December 31, 2025, totaled $428,000, associated with the acquisition of eSelf, indicating ongoing strategic growth initiatives [40]. Cash and Assets - The balance of cash, cash equivalents, and marketable securities at the end of Q4 2025 was $62.8 million [11]. - The company’s total current assets decreased to $90.683 million in 2025 from $121.558 million in 2024, primarily due to reductions in cash and marketable securities [33]. - Cash and cash equivalents decreased to $27.521 million in 2025 from $33.059 million in 2024, reflecting a tighter liquidity position [33]. - The total cash, cash equivalents, and restricted cash at the end of 2025 was $27.621 million, down from $33.159 million at the beginning of the year [38]. Cost Management - Research and development expenses for Q4 2025 were $10.855 million, down from $12.970 million in Q4 2024, a decrease of 16.3% [39]. - Non-cash stock-based compensation expense for the year ended December 31, 2025, was $16,492,000, down from $26,264,000 in 2024, reflecting cost management efforts [40]. - Depreciation and amortization for the year ended December 31, 2025, was $4,503,000, compared to $5,064,000 in 2024, suggesting a decrease in asset-related costs [40]. Future Projections - The company expects total revenue for Q1 2026 to be between $42.6 million and $43.4 million, and for the full year 2026, total revenue is projected to be between $181.2 million and $184.2 million [13]. - Kaltura's platform evolution aims to capture the emerging market for personalized digital experiences, targeting a 'Rule of 30' combination of double-digit revenue growth and adjusted EBITDA margin by 2028 [6]. - Remaining Performance Obligations represent contracted future revenue not yet delivered, with 64% expected to be recognized as revenue over the next 12 months [32]. - Remaining Performance Obligations as of December 31, 2025, were $176,947,000, an increase from $166,347,000 in 2024, indicating a positive outlook for future revenue [41].

Revenue Performance - Full year mmWave product revenue increased six-fold year-over-year, contributing to a total net revenue of $12.2 million for 2025, down from $14.6 million in 2024[10] - Fourth quarter 2025 total net revenue was $2.9 million, a decrease from $3.7 million in the same quarter a year ago, primarily due to lower shipments of memory IC products[5] - Total net revenue for Q4 2025 was $2,869 million, a decrease of 22% compared to $3,678 million in Q4 2024[24] Profitability Metrics - GAAP gross margin for 2025 was 58.0%, an increase from 51.7% in 2024, reflecting improved margins from mmWave products[11] - Gross profit for Q4 2025 was $1,497 million, representing a gross margin of 52.2%, down from 56.3% in Q4 2024[31] - Non-GAAP net loss for 2025 was $4.3 million, or ($0.60) per share, compared to a net loss of $5.1 million, or ($1.71) per share in 2024[14] - Net loss for Q4 2025 was $1,243 million, compared to a net loss of $1,560 million in Q4 2024[28] - Non-GAAP net loss for Q4 2025 was $1,159 million, compared to a non-GAAP net loss of $536 million in Q4 2024[34] Operating Expenses - Total operating expenses on a GAAP basis for 2025 were $11.8 million, significantly reduced from $20.0 million in 2024, due to cost containment initiatives[12] - Research and development expenses for Q4 2025 were $1,472 million, a decrease from $1,617 million in Q4 2024[24] - Selling, general and administrative expenses for Q4 2025 were $1,304 million, down from $2,081 million in Q4 2024[24] - Total operating expenses for Q4 2025 were $2,776 million, a decrease of 25% compared to $3,698 million in Q4 2024[24] Cash and Assets - Cash and cash equivalents as of December 31, 2025, were $2,886 million, down from $3,344 million as of December 31, 2024[26] - Total assets decreased to $6,079 million in 2025 from $7,206 million in 2024[26] - Stockholders' equity increased to $4,636 million in 2025 from $3,466 million in 2024[26] Strategic Focus - The company is focusing on expanding its customer base and design wins in both fixed wireless access and tactical communications markets[4] - Peraso has secured multiple design wins, including a partnership with MikroTik for a next-generation 60 GHz wireless device and a contract with InTACT for drone communication systems[3] - The company anticipates growing market awareness of 60 GHz wireless technology, which is expected to drive demand for high-bandwidth connectivity solutions[4] Financial Measures - Peraso's management emphasizes the importance of non-GAAP financial measures for evaluating operational performance and future planning[16] Adjusted EBITDA - Adjusted EBITDA for the fourth quarter of 2025 was negative $1.1 million, compared to negative $0.4 million in the same quarter last year[9]

Competition and Market Environment - The company faces significant competition in the digital media industry, which is fragmented and includes many players with greater financial resources, potentially harming its operating results[67]. - Recent changes in search engine algorithms have negatively impacted traffic and revenue performance, with expectations of continued adverse effects in future periods[68]. - The sales cycle for online advertising is lengthy, leading to potential delays in revenue recognition, which could adversely affect the company's financial condition[71]. - The growing percentage of users without support for third-party cookies may hinder the company's ability to collect data, impacting its advertising revenue[74]. - Changes in government regulations, trade policies, and tariffs could adversely affect advertisers' operating costs and subsequently reduce advertising spend, impacting the company's financial condition[96]. - The company operates in a rapidly evolving industry, leading to significant fluctuations in results of operations, which may not meet expectations[117]. Operational Risks - The company relies on key third-party content contributors, and the loss of any significant contributors could materially affect its business and financial results[72]. - Cybersecurity threats, including ransomware and denial-of-service attacks, pose significant risks to the company's operations and financial performance[82]. - The company utilizes third-party cloud platforms for its services, and any failures in these systems could harm its reputation and business operations[87]. - The company has experienced adverse changes in its products or services due to regulatory mandates, which could impact user experience and revenue[69]. - The company faces significant cybersecurity risks, with ongoing costs expected to increase as efforts to prevent incidents continue[97]. - Future acquisitions may divert management resources and could result in unknown liabilities, potentially impacting business operations[99]. - Legal proceedings and regulatory inquiries may arise in the ordinary course of business, potentially leading to costly and time-consuming defenses[120]. Financial Performance and Condition - The company achieved income from continuing operations of $28.6 million in 2025, but has an accumulated deficit of $354.5 million as of December 31, 2025[116]. - The company has identified a material weakness in internal control over financial reporting, which could affect investor confidence and financial reporting accuracy[104]. - Economic uncertainties, including inflation and interest rate changes, may adversely impact the company's ability to access capital and conduct operations[111]. - The company may need to raise funds through public or private financing, but there is no assurance that such funding will be available on acceptable terms[113]. - As of December 31, 2025, the company had federal net operating loss carryforwards (NOLs) of approximately $193.5 million, which may expire before generating sufficient taxable income[124]. Shareholder and Stock Market Considerations - The company announced a share repurchase program on July 31, 2025, allowing for the repurchase of up to 3 million shares over the next 12 months, subject to market conditions and corporate requirements[138]. - The company is classified as a "smaller reporting company," which may exempt it from certain disclosure requirements, potentially affecting the attractiveness of its common stock to investors[127]. - The trading price of the company's common stock has historically been volatile, influenced by factors such as market conditions, new product announcements, and changes in financial projections[134]. - The company has the authority to issue additional shares of common stock, which could dilute existing stockholders' ownership and negatively impact the market price of its common stock[136]. - The company may issue additional securities with rights superior to those of its common stock, potentially limiting the ownership rights of existing stockholders[137]. - The company is governed by Delaware law, which includes provisions that may discourage takeover attempts and limit stockholders' ability to obtain favorable judicial forums[128]. - The company may incur substantial costs related to indemnification claims by its directors and officers, which could reduce available funds for satisfying third-party claims[132]. Management and Personnel Risks - The company is dependent on the performance of its key executive officers and management team, and the loss of any key personnel could materially impact its operations[125]. - The company may face claims related to defamation and intellectual property rights, which could result in unanticipated costs and adversely affect its financial results[123]. - The company may face claims of intellectual property infringement, which could result in substantial costs and adversely affect its financial results[92].

Company Overview - The company has nearly 160 years of experience in providing diversified energy and emissions control solutions to various industrial sectors[25]. - The company has a vast installed base of steam generation equipment, providing aftermarket parts and services to utilities and industrial applications[26]. - As of December 31, 2025, the company employed approximately 1,650 employees, with about 1,600 being full-time[46]. Financial Performance - Revenues increased by $6.6 million to $587.7 million in 2025 compared to $581.0 million in 2024, driven by larger parts volume of $35.2 million and two natural gas conversion projects of $25.7 million[205]. - Operating income increased by $27.1 million to $20.7 million in 2025 compared to an operating loss of $6.3 million in 2024, primarily due to improved revenue and gross profit from a better cost of operations mix[208]. - Loss from continuing operations decreased by $71.4 million to $32.8 million in 2025 compared to $104.3 million in 2024, attributed to increased revenue and reduced interest expenses[209]. - Cost of operations decreased by $10.5 million to $443.8 million in 2025, primarily due to a shift in business mix towards higher-margin parts sales[206]. - Selling, general and administrative expenses decreased by $5.1 million to $119.5 million in 2025, reflecting cost-saving initiatives[207]. - Research and development costs decreased by $3.7 million to $1.5 million in 2025, driven by less development activity due to increased commercialization of BrightLoop technology[207]. - Total interest expense for 2025 was $37.532 million, a decrease from $46.145 million in 2024, primarily due to reduced borrowings and the full redemption of 8.125% Senior Notes[216][217]. - The effective tax rate for 2025 was -34%, compared to -14% in 2024, influenced by non-deductible items and an increase in valuation allowance[218][219]. Segment and Backlog Information - In Q4 2025, the company reassessed its segment structure, resulting in the identification of one reportable segment labeled as B&W[25]. - The company's backlog was $423.6 million as of December 31, 2025, down from $495.2 million at December 31, 2024[77]. - Total bookings for B&W as of December 31, 2025, were $549.6 million, down from $751.4 million in 2024[223]. - Expected revenue recognition from the backlog for 2026 is $380.7 million, with additional amounts of $38.2 million for 2027 and $4.7 million thereafter[223]. - An agreement was entered into with Base Electron for the design and installation of four 300-megawatt natural gas-fired power plants, which would increase the backlog to $2.8 billion upon customer commitment[223]. - The company's methodology for determining bookings and backlog may not be comparable to other companies, and backlog can vary significantly due to large projects[220][221]. Strategic Initiatives and Risks - The company invests in research and development to innovate and reduce product costs, with R&D costs expensed as incurred[53]. - The company’s growth strategy includes strategic acquisitions, which may not be successfully integrated or consummated[72]. - The company is subject to risks associated with fixed-price contracts, which may lead to reduced profitability if actual costs exceed estimates[64]. - The company faces significant risks related to macroeconomic downturns, which may lead customers to delay or cancel contracts, adversely affecting demand for its products and services[90]. - Supply chain issues, including shortages of components, could adversely impact the company's ability to fulfill orders and maintain customer relationships[95]. - The company is exposed to credit risk, which may reduce liquidity and increase financing needs due to potential losses from contractual counterparties failing to meet payment obligations[103]. - The company faces various cybersecurity threats that could disrupt operations and adversely affect financial performance, with potential costs not fully insured[106]. - Future environmental regulations may impose additional compliance costs, which could materially affect the company's financial condition and operations[121]. Regulatory and Compliance Matters - The company is subject to various governmental regulations that have not materially affected its capital expenditures or competitive position[56]. - Compliance with complex and evolving privacy and data protection laws, such as GDPR, may result in significant fines and operational impacts if not adhered to[111]. - Changes in tax laws or regulations could adversely affect the company's financial position, with potential increases in tax liabilities impacting earnings and cash flows[149]. - The company has identified material weaknesses in internal control over financial reporting as of December 31, 2025, which could lead to potential misstatements in financial statements[154]. Market and Economic Conditions - Customer demand is significantly influenced by global economic conditions, power demand, and environmental compliance policies[27]. - The company is actively monitoring macroeconomic conditions, including inflation and geopolitical conflicts, which have resulted in cost increases and potential disruptions[30]. - A material decline in spending by electric power generating companies on coal-fired power plants could adversely affect demand for the company's power generation products and services[89]. - Deterioration in macroeconomic conditions could negatively impact customer relationships and the ability to collect on trade receivables, affecting cash flows[104]. - The ongoing Russia-Ukraine conflict poses uncertainties that could adversely affect the company's business, supply chain, and market conditions[131]. Shareholder and Stock Information - As of December 31, 2025, an aggregate of 20 million shares of common stock were sold under a Sales Agreement for net proceeds of $40.4 million, with an additional 18.7 million shares sold under a subsequent agreement for net proceeds of $95.7 million[138]. - The company issued 0.5 million shares of common stock for a purchase price of $2 million in a private placement with Applied Digital, along with warrants for 2.6 million shares at an exercise price of $4.11[139]. - B. Riley controls approximately 22.1% of the voting power of the company's common stock as of December 31, 2025, influencing management and corporate policies[142]. - The company has 749 stockholders of record as of February 28, 2026[180]. - The company did not repurchase any equity securities during the quarter ended December 31, 2025, and currently does not have a general share repurchase program[181]. Operational Challenges - The company is dependent on key personnel and may face operational disruptions if it fails to attract and retain qualified personnel[157]. - The company outsources certain business processes to third-party vendors, which could increase costs and disrupt operations if failures occur[158]. - The company operates facilities in areas exposed to risks from natural disasters, which could disrupt operations and affect financial performance[162]. - The company has established a Cybersecurity Incident Response Plan to handle potential cybersecurity incidents[173]. - The company has a wholly owned captive insurance subsidiary that provides various types of insurance, including workers' compensation and general liability, to support its operations[83]. Asset and Liability Management - As of December 31, 2025, the total outstanding letters of credit under domestic facilities amounted to $59.6 million, with additional bonds issued totaling approximately $253.4 million[100]. - The company must refinance or repay its 6.50% Senior Notes due 2026 by November 30, 2026, or extend the maturity date to on or after July 18, 2028[62]. - The financial covenants in the company's debt agreements could limit its operational flexibility and ability to react to market conditions[98]. - As of December 31, 2025, goodwill and other indefinite-lived intangible assets totaled $53.1 million, with no indicators of impairment identified[102]. - The defined benefit pension and postretirement benefit plans were underfunded by approximately $174.3 million[161]. Business Dispositions - The company completed the sale of its ASH business for $29 million on October 31, 2025, recording a gain of $21.5 million[193]. - The sale of the Diamond Power business closed on July 31, 2025, for a base purchase price of $177 million, resulting in a gain of $53.2 million[195]. - The Vølund business was sold for a base purchase price of $15.0 million, resulting in a net loss of $36.8 million due to a write-off of CTA[198]. - The company discontinued the B&W Solar business, recognizing an impairment of $56.6 million, impacting its financial results significantly[200].

Financial Performance - Record net sales of $274.4 million in Q4 2026, up 3% sequentially and 9% year-over-year[3] - Fiscal Year 2026 net sales reached $1.05 billion, representing a 15% increase compared to FY 2025[3] - Q4'26 net sales reached $274.4 million, a 9.3% increase from Q4'25's $251.0 million, while FY'26 net sales totaled $1,050.0 million, up 15.5% from FY'25's $909.3 million[30] - For FY'26, total net sales were $1,050.0 million, up from $909.3 million in FY'25, representing a 15.5% year-over-year growth[38] Profitability Metrics - GAAP gross margin for Q4 2026 was 50.4%, while Non-GAAP adjusted gross margin was 51.6%[3] - Gross profit for Q4'26 was $138.3 million, slightly down from $138.5 million in Q3'26, with a gross margin of 50.4%[30] - The adjusted gross margin (Non-GAAP) for FY'26 was 52.8%, compared to 51.5% in FY'25[38] - The company reported a GAAP operating margin of (6.7)% in Q4 2026, with a Non-GAAP adjusted operating margin of 18.2%[3] - Adjusted operating income (Non-GAAP) for FY'26 was $201.1 million, up from $149.0 million in FY'25[41] - Adjusted EBITDA for FY 2026 was $232.0 million, with an adjusted EBITDA margin of 22.1%[6] - Adjusted EBITDA for FY'26 was $232.0 million, an increase from $182.5 million in FY'25[50] Loss and Expenses - GAAP diluted loss per share for Q4 2026 was $0.32, with Non-GAAP adjusted diluted earnings per share at $0.44[3] - Operating loss for Q4'26 was $(18.3) million, compared to an operating income of $31.1 million in Q3'26, indicating a significant decline in operational performance[30] - Net loss for Q4'26 was $(29.8) million, translating to a loss per share of $(0.32), compared to a loss of $(2.9) million and $(0.03) per share in Q3'26[30] - The company reported a significant goodwill impairment of $42.8 million in Q4'26, contributing to the overall net loss for the quarter[30] - Goodwill impairment in Q4'26 was 15.6%, significantly higher than 3.0% in Q4'25[44] Cash Flow and Assets - Operating cash flow for Q4 2026 was $61.5 million, and free cash flow was $59.1 million, both exceeding FY 2025 totals[4] - Free cash flow for FY'26 was $171.4 million, significantly higher than $50.1 million in FY'25, indicating improved cash generation capabilities[34] - Cash and cash equivalents increased to $195.2 million as of January 25, 2026, up from $151.7 million a year earlier[32] - Total assets decreased slightly to $1,410.3 million from $1,419.3 million year-over-year, reflecting a stable asset base despite operational challenges[32] - Total liabilities decreased to $850.5 million from $870.0 million, showing a reduction in financial obligations[32] Strategic Initiatives - The company plans to continue investing in research and development to enhance next-generation optical and copper interconnect technologies[2] - The company is strategically balancing capital deployment focused on R&D, capacity expansion, and acquisitions to drive shareholder returns[4] Segment Performance - Segment gross profit for Q4'26 was $138.3 million, with a gross margin of 50.4%[36] - Segment gross margin for Signal Integrity in Q4'26 was 67.4%, while Analog Mixed Signal and Wireless was 56.2%[36] - Total segment cost of sales for FY'26 was $507.8 million, with a gross profit of $542.1 million[38] Shareholder Metrics - Share-based compensation accounted for 0.2% of total revenue in Q4'26[36] - Share-based compensation as a percentage of revenue was 6.0% in Q4'26, down from 6.5% in Q3'26[44] - The weighted-average number of shares used in computing diluted earnings per share increased to 92.6 million in Q4'26 from 87.7 million in Q3'26[47]