UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Earliest Event Reported: February 27, 2024
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (505 ) 881-7567
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 27, 2024, the Company announced its financial results as of and for the quarter and year ended December 31, 2023, by issuing a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. In the press release, the Company also announced that it would be holding a conference call on February 27, 2024, at 5:00 p.m. Eastern Time to discuss its financial results and provide an investor presentation. A copy of the investor presentation will be posted to our website at www.arraytechinc.com and is attached as Exhibit 99.2 hereto.
The information included in Item 2.02 of this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in any such filing.
Certain non-GAAP measures are set forth in Exhibit 99.1 and Exhibit 99.2. A non-GAAP financial measure is a numerical measure of a company’s performance that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. However, non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. The disclosure in Exhibit 99.1 and Exhibit 99.2 allows investors to reconcile the non-GAAP measures to GAAP.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit# | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Array Technologies, Inc. | ||||||||||||||
| Date: February 27, 2024 | By: | /s/ Tyson Hottinger | ||||||||||||
| Name: Tyson Hottinger | ||||||||||||||
| Title: Chief Legal Officer | ||||||||||||||
February 27, 2024
Array Technologies, Inc. Reports Financial Results for the Fourth Quarter and Full Year 2023; Full year 2023 net income of $86 million; Record full year Adjusted EBITDA of $288 million
Fourth Quarter 2023 Financial Highlights
•Revenue of $341.6 million
•Net income to common stockholders of $6.0 million
•Adjusted EBITDA(1) of $48.2 million
•Basic and diluted net income per share of $0.04
•Adjusted diluted net income per share(1) of $0.21
•$49.9 million of 45X benefit earned for 2023 torque tube deliveries; $9.3 million recognized during 2023 in the statement of operations
Full Year 2023 Financial Highlights
•Revenue(2) of $1,576.6 million
•Net income to common stockholders of $85.5 million
•Adjusted EBITDA(1) of $288.1 million
•Basic and diluted net income per share of $0.57 and $0.56
•Adjusted diluted net income per share(1) of $1.13
•Cash Flow from Operating Activities of $232.0 million
•Free Cash Flow(3) of $215.0 million
•Executed contracts and awarded orders at December 31, 2023 totaling $1.8 billion
ALBUQUERQUE, NM — (GLOBE NEWSWIRE) — Array Technologies (NASDAQ: ARRY) (“Array” or “the Company”), a leading provider of tracker solutions, software and services for utility-scale solar energy projects, today announced financial results for its fourth quarter and full year ended December 31, 2023.
“We finished 2023 on a strong note with revenue of $1,577 million, which was ahead of our expectations. Throughout the year we implemented many structural enhancements to our business which improved our margin profile and enabled us to more than double our Adjusted EBITDA to $288 million(4) and generate $215 million of free cash flow. We continued to execute on our commitment to strengthen our balance sheet and paid down $87 million of outstanding debt in 2023 while ensuring ample liquidity as shown by our year end cash balance of $250 million and total liquidity of $424 million, inclusive of our undrawn revolving credit facility,” said Kevin Hostetler, Chief Executive Officer.
Mr. Hostetler concluded “We enter 2024 with strong momentum and meaningful additions to our U.S. pipeline which has tripled since the second quarter of 2023. Our global orderbook has increased to $1.8 billion fueled by $600 million in Q4 2023 bookings. This demonstrates the attractive ROI’s and levelized cost of energy (LCOE) enabled through our products, software and services.”
Executed Contracts and Awarded Orders
Total executed contracts and awarded orders at December 31, 2023 were $1.8 billion with $1.5 billion from our Array Legacy Operations segment and $0.3 billion from STI Norland.
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Full Year 2024 Guidance
For the year ending December 31, 2024, the Company expects:
•Revenue to be in the range of $1,250 million to $1,400 million
•Adjusted EBITDA(5) to be in the range of $285 million to $315 million
•Adjusted net income per share(5) to be in the range of $1.00 to $1.15
We expect relatively flat volume on a full-year basis in 2024 with declining ASP’s driven by lower commodity input costs, our ability to lower price from our reduced cost structure, and the pass-through of a portion of the 45X benefit to our customers. Based on expected project timing, our current orderbook is skewed towards the back half of 2024 and into 2025. As a result, 2024 revenue will be more weighted to the second half of the year compared to historical performance.
We are projecting another year of growth in our adjusted gross margin to the low thirties percent of sales driven by continued strength in our structural gross margin as well as the realization of certain 45X benefits. This will enable us to have our third consecutive year of delivering both adjusted EBITDA and adjusted EBITDA margin growth.
Conference Call Information
Array management will host a conference call to discuss their fourth quarter and full year 2023 financial results on February 27, 2024 at 5:00 p.m. Eastern Time. The conference call can be accessed live over the phone by dialing (877)-869-3847 (domestic) or 1-201-689-8261 (international). A telephonic replay will be available approximately three hours after the call by dialing (877)-660-6853, or for international callers, (201)-612-7415. The passcode for the live call and the replay is 13743620. The replay will be available until 11:59 p.m. (ET) on March 12, 2024.
Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at http://ir.arraytechinc.com. The online replay will be available for 30 days on the same website immediately following the call.
About Array Technologies, Inc.
Array Technologies (NASDAQ: ARRY) is a leading American company and global provider of utility-scale solar tracker technology. Engineered to withstand the harshest conditions on the planet, Array’s high-quality solar trackers and sophisticated software maximize energy production, accelerating the adoption of cost-effective and sustainable energy. Founded and headquartered in the United States, Array relies on its diversified global supply chain and customer-centric approach to deliver, commission and support solar energy developments around the world, lighting the way to a brighter, smarter future for clean energy. For more news and information on Array, please visit arraytechinc.com.
Investor Relations Contact:
Array Technologies, Inc.
Investor Relations
505-437-0010
investors@arraytechinc.com
Forward-Looking Statements
This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our projected future results of operations, business strategies, and industry and regulatory environment. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” "seek," “should,” “will,” “would” or similar expressions and the negatives of those terms.
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Array’s actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks, uncertainties and other factors, including without limitation: changes in growth or rate of growth in demand for solar energy projects; competitive pressures within our industry; a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment; a drop in the price of electricity derived from the utility grid or from alternative energy sources; a failure to maintain effective internal controls over financial reporting; a further increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets, which could make it difficult for customers to finance the cost of a solar energy system; electric utility industry policies and regulations, and any subsequent changes, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems, which may significantly reduce demand for our products or harm our ability to compete; the interruption of the flow of materials from international vendors, which could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges or restrictions on imports and exports; geopolitical, macroeconomic and other market conditions unrelated to our operating performance including the military conflict in Ukraine and Russia, the Israel-Hamas war, attacks on a shipping in the Red Sea and rising inflation and interest rates; changes in the global trade environment, including the imposition of import tariffs or other import restrictions; our ability to convert our orders in backlog into revenue; fluctuations in our results of operations across fiscal periods, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations; the reduction, elimination or expiration, or our failure to optimize the benefits of government incentives for, or regulations mandating the use of, renewable energy and solar energy, particularly in relation to our competitors; failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary right; significant changes in the cost of raw materials; defects or performance problems in our products, which could result in loss of customers, reputational damage and decreased revenue; delays, disruptions or quality control problems in our product development operations; our ability to obtain key personnel or failure to attract additional qualified personnel; additional business, financial, regulatory and competitive risks due to our continued planned expansion into new markets; cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information; failure to implement and maintain effective internal controls over financial reporting; risks related to actual or threatened public health epidemics, pandemics, outbreaks or crises, such as the COVID-19 pandemic, which could have a material and adverse effect on our business, results of operations and financial condition; changes to tax laws and regulations that are applied adversely to us or our customers, which could materially adversely affect our business, financial condition, results of operations and prospects, including our ability to optimize those changes brought about by the passage of the Inflation Reduction Act; and the other risks and uncertainties described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the SEC, each of which can be found on our website, www.arraytechinc.com.
Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Non-GAAP Financial Information
This press release includes certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share. We define Adjusted Gross Profit as gross profit plus (i) developed technology amortization and (ii) other costs. We define Adjusted EBITDA as net income (loss) plus (i) other (income) expense, (ii) foreign currency transaction (gain) loss, (iii) preferred dividends and accretion, (iv) interest expense, (v) income tax (benefit) expense, (vi) depreciation expense, (vii) amortization of intangibles, (viii) amortization of developed technology, (ix) equity-based compensation, (x) change in fair value of contingent consideration, (xi) certain legal expenses, (xii) certain acquisition costs, and (xiii) other costs. We define Adjusted Net Income as net income (loss) plus (i) amortization of intangibles, (ii) amortization of developed technology, (iii) amortization of debt discount and issuance costs (iv) preferred accretion, (v) equity-based compensation, (vi) change in fair value of derivative assets, (vii) change in fair value of contingent consideration, (viii) certain legal expenses, (ix) certain acquisition related costs, (x) other costs, and (xi) income tax (benefit) expense of adjustments. A detailed reconciliation between GAAP results and results excluding special items
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(“non-GAAP”) is included within this presentation. We calculate net income (loss) per share as net income (loss) to common shareholders divided by the basic and diluted weighted average number of shares outstanding for the applicable period and we define Adjusted Net Income per share as Adjusted Net Income (as detailed above) divided by the basic and diluted weighted average number of shares outstanding for the applicable period.
We believe that these non-GAAP financial measures are provided to enhance the reader’s understanding of our past financial performance and our prospects for the future. Our management team uses these non-GAAP financial measures in assessing the Company’s performance, as well as in planning and forecasting future periods. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies.
Among other limitations, Adjusted Gross Profit, Adjusted EBITDA and Adjusted Net Income do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; do not reflect income tax expense or benefit; and other companies in our industry may calculate Adjusted Gross Profit, Adjusted EBITDA and Adjusted Net Income differently than we do, which limits their usefulness as comparative measures. Because of these limitations, Adjusted Gross Profit, Adjusted EBITDA and Adjusted Net Income should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted Gross Profit, Adjusted EBITDA and Adjusted Net Income on a supplemental basis. You should review the reconciliation of gross profit to Adjusted Gross Profit and net income (loss) to Adjusted EBITDA and Adjusted Net Income below and not rely on any single financial measure to evaluate our business.
(1) A reconciliation of the most comparable GAAP measure to its Non-GAAP measure is included below.
(2) Excluded in 2023 revenue is $23.2 million regarding Brazil value-added tax benefit, or “ICMS.” Included in 2022 revenue is $12.3 million regarding Brazil value-added tax benefit, or “ICMS.” In 2023 the Company concluded that the ICMS benefit should be accounted for as a reduction to cost of sales, rather than an addition to revenue, based on the nature of the benefit, consistent with how we account for government incentives for 45X manufacturing credits under the Inflation Reduction Act.
(3) Free Cash Flow calculated as cash from (used in) operating activities less purchase of property, plant and equipment.
(4) We earned ~$50 million of torque tube 45X benefit in 2023. $9.3 million of that benefit was recognized as a reduction to cost of sales in the statement of operations in the fourth quarter of 2023. $40.6 million was recorded as a deferred credit on the balance sheet as of year-end, which will be recognized to the statement of operations throughout 2024.
(5) A reconciliation of projected adjusted EBITDA and adjusted net income per share, which are forward-looking measures that are not prepared in accordance with GAAP, to the most directly comparable GAAP financial measures, is not provided because we are unable to provide such reconciliation without unreasonable effort. The inability to provide a quantitative reconciliation is due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the components of the applicable GAAP measures and non-GAAP adjustments may be recognized. The GAAP measures may include the impact of such items as non-cash share-based compensation, revaluation of the fair-value of our contingent consideration, and the tax effect of such items, in addition to other items we have historically excluded from adjusted EBITDA and adjusted net income per share. We expect to continue to exclude these items in future disclosures of these non-GAAP measures and may also exclude other similar items that may arise in the future (collectively, “non-GAAP adjustments”). The decisions and events that typically lead to the recognition of non-GAAP adjustments are inherently unpredictable as to if or when they may occur. As such, for our 2024 outlook, we have not included estimates for these items and are unable to address the probable significance of the unavailable information, which could be material to future results.
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Array Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited)
(in thousands, except per share and share amounts)
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 249,080 | $ | 133,901 | |||||||
| Accounts receivable, net | 332,152 | 421,183 | |||||||||
| Inventories | 161,964 | 233,159 | |||||||||
| Income tax receivables | — | 3,532 | |||||||||
| Prepaid expenses and other | 89,085 | 39,434 | |||||||||
| Total current assets | 832,281 | 831,209 | |||||||||
| Property, plant and equipment, net | 31,886 | 23,174 | |||||||||
| Goodwill | 435,591 | 416,184 | |||||||||
| Other intangible assets, net | 350,396 | 386,364 | |||||||||
| Deferred income tax assets | 15,870 | 16,466 | |||||||||
| Other assets | 40,717 | 32,655 | |||||||||
| Total assets | $ | 1,706,741 | $ | 1,706,052 | |||||||
| LIABILITIES, REDEEMABLE PERPETUAL PREFERRED STOCK AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 119,498 | $ | 170,430 | |||||||
| Accrued expenses and other | 70,211 | 54,895 | |||||||||
| Accrued warranty reserve | 2,790 | 3,690 | |||||||||
| Income tax payable | 5,754 | 6,881 | |||||||||
| Deferred revenue | 66,488 | 178,922 | |||||||||
| Current portion of contingent consideration | 1,427 | 1,200 | |||||||||
| Current portion of debt | 21,472 | 38,691 | |||||||||
| Other current liabilities | 48,051 | 10,553 | |||||||||
| Total current liabilities | 335,691 | 465,262 | |||||||||
| Deferred income tax liabilities | 66,858 | 72,606 | |||||||||
| Contingent consideration, net of current portion | 8,936 | 7,387 | |||||||||
| Other long-term liabilities | 20,428 | 14,808 | |||||||||
| Long-term warranty | 3,372 | 1,786 | |||||||||
| Long-term debt, net of current portion | 660,948 | 720,352 | |||||||||
| Total liabilities | 1,096,233 | 1,282,201 | |||||||||
| Commitments and contingencies | |||||||||||
| Series A Redeemable Perpetual Preferred Stock: $0.001 par value; 500,000 shares authorized; 432,759 and 406,389 issued, respectively; liquidation preference of $493.1 million and $493.1 million, respectively | 351,260 | 299,570 | |||||||||
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Array Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited) (continued)
(in thousands, except per share and share amounts)
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Stockholders’ equity | |||||||||||
| Preferred stock $0.001 par value - 4,500,000 shares authorized; none issued at respective dates | — | — | |||||||||
| Common stock $0.001 par value - 1,000,000,000 shares authorized; 151,242,120 and 150,513,104 shares issued at respective dates | 151 | 150 | |||||||||
| Additional paid-in capital | 344,517 | 383,176 | |||||||||
| Accumulated deficit | (130,230) | (267,470) | |||||||||
| Accumulated other comprehensive income | 44,810 | 8,425 | |||||||||
| Total stockholders’ equity | 259,248 | 124,281 | |||||||||
| Total liabilities, redeemable perpetual preferred stock and stockholders’ equity | $ | 1,706,741 | $ | 1,706,052 | |||||||
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Array Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(in thousands, except per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
2023(a) | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenue | $ | 341,615 | $ | 402,071 | $ | 1,576,551 | $ | 1,637,546 | |||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Cost of product and service revenue | 253,746 | 321,551 | 1,146,442 | 1,410,270 | |||||||||||||||||||
| Amortization of developed technology | 3,640 | 3,640 | 14,558 | 14,558 | |||||||||||||||||||
| Total cost of revenue | 257,386 | 325,191 | 1,161,000 | 1,424,828 | |||||||||||||||||||
| Gross profit | 84,229 | 76,880 | 415,551 | 212,718 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| General and administrative | 43,710 | 37,713 | 159,535 | 150,777 | |||||||||||||||||||
| Change in fair value of contingent consideration | 732 | 1,474 | 2,964 | (4,507) | |||||||||||||||||||
| Depreciation and amortization | 9,567 | 21,344 | 38,928 | 84,581 | |||||||||||||||||||
| Total operating expenses | 54,009 | 60,531 | 201,427 | 230,851 | |||||||||||||||||||
| Income (loss) from operations | 30,220 | 16,349 | 214,124 | (18,133) | |||||||||||||||||||
| Other (expense) income, net | (888) | 5,084 | (1,015) | 2,789 | |||||||||||||||||||
| Interest income | 2,206 | 810 | 8,330 | 3,181 | |||||||||||||||||||
| Legal settlement | — | — | — | 42,750 | |||||||||||||||||||
| Foreign currency transaction (loss) gain, net | (326) | (813) | (53) | 1,155 | |||||||||||||||||||
| Interest expense | (8,857) | (12,882) | (44,229) | (36,694) | |||||||||||||||||||
| Total other (expense) income | (7,865) | (7,801) | (36,967) | 13,181 | |||||||||||||||||||
| Income (loss) before income tax expense (benefit) | 22,355 | 8,548 | 177,157 | (4,952) | |||||||||||||||||||
| Income tax expense (benefit) | 3,013 | 13,799 | 39,917 | (9,384) | |||||||||||||||||||
Net income (loss) | 19,342 | (5,251) | 137,240 | 4,432 | |||||||||||||||||||
| Preferred dividends and accretion | 13,332 | 12,009 | 51,691 | 48,054 | |||||||||||||||||||
| Net income (loss) to common shareholders | $ | 6,010 | $ | (17,260) | $ | 85,549 | $ | (43,622) | |||||||||||||||
| Income (loss) per common share | |||||||||||||||||||||||
| Basic | $ | 0.04 | $ | (0.11) | $ | 0.57 | $ | (0.29) | |||||||||||||||
| Diluted | $ | 0.04 | $ | (0.11) | $ | 0.56 | $ | (0.29) | |||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | 151,175 | 150,463 | 150,942 | 149,819 | |||||||||||||||||||
| Diluted | 152,110 | 150,463 | 152,022 | 149,819 | |||||||||||||||||||
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Array Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(in thousands, except per share amounts)
(a) During the three months ended March 31, 2023, the Company began to account for the Capped Calls and Put Option as derivative assets, with subsequent changes in fair value being recorded through earnings. After consultation with the staff of the Office of the Chief Accountant of the SEC during the fourth quarter of 2023, the Company concluded that the Capped Calls and Put option could be equity classified. As a result, the Company reclassified the derivative asset recognized during the interim periods of 2023 as a reduction to equity and reversed the related mark to market adjustments recognized during the interim periods of 2023. As a result, the change in fair value of derivative assets is not reflected in the results for the three months ended December 31, 2023.
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Array Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Operating activities: | |||||||||||||||||||||||
| Net income (loss) | $ | 19,342 | $ | (5,251) | $ | 137,240 | $ | 4,432 | |||||||||||||||
| Adjustments to net income (loss): | |||||||||||||||||||||||
Provision for bad debts | 2,644 | 1,939 | 2,527 | 2,599 | |||||||||||||||||||
Deferred tax expense | (6,534) | (3,362) | (8,862) | (31,565) | |||||||||||||||||||
| Depreciation and amortization | 9,950 | 26,102 | 40,268 | 86,501 | |||||||||||||||||||
| Amortization of developed technology | 3,640 | — | 14,558 | 14,558 | |||||||||||||||||||
| Amortization of debt discount and issuance costs | 1,447 | 1,854 | 10,570 | 6,857 | |||||||||||||||||||
| Gain on debt refinancing | (457) | — | (457) | — | |||||||||||||||||||
| Equity-based compensation | 2,845 | 3,305 | 14,540 | 14,982 | |||||||||||||||||||
| Contingent consideration | 732 | 1,474 | 2,964 | (4,507) | |||||||||||||||||||
| Warranty provision | 1,075 | (189) | 4,666 | 4,152 | |||||||||||||||||||
| Write-down of inventories | 1,844 | 1,474 | 6,431 | (859) | |||||||||||||||||||
| Changes in operating assets and liabilities, net of business acquisition: | |||||||||||||||||||||||
| Accounts receivable | 99,164 | 62,052 | 92,800 | (76,984) | |||||||||||||||||||
| Inventories | 54,189 | 35,143 | 66,743 | 20,870 | |||||||||||||||||||
| Income tax receivables | (3,156) | 9,221 | 9 | 5,611 | |||||||||||||||||||
| Prepaid expenses and other | (8,700) | 2,795 | (10,840) | 19,124 | |||||||||||||||||||
| Accounts payable | (52,097) | (29,406) | (37,654) | 12,667 | |||||||||||||||||||
| Accrued expenses and other | (10,019) | (42,161) | 5,325 | 1,024 | |||||||||||||||||||
| Income tax payable | 2,666 | (3,706) | 1,936 | (755) | |||||||||||||||||||
| Lease liabilities | 9,227 | 1,870 | 1,177 | 3,784 | |||||||||||||||||||
| Deferred revenue | (33,821) | 24,230 | (111,986) | 59,002 | |||||||||||||||||||
Net cash provided by operating activities | 93,981 | 87,384 | 231,955 | 141,493 | |||||||||||||||||||
| Investing activities: | |||||||||||||||||||||||
| Purchase of property, plant and equipment | (5,374) | (3,931) | (16,989) | (10,619) | |||||||||||||||||||
| Retirement/disposal of PP&E | 168 | — | 168 | — | |||||||||||||||||||
| Acquisition of STI, net of cash acquired | — | — | — | (373,818) | |||||||||||||||||||
| Net cash used in investing activities | (5,206) | (3,931) | (16,821) | (384,437) | |||||||||||||||||||
| Financing activities: | |||||||||||||||||||||||
| Proceeds from Series A issuance | — | — | — | 33,098 | |||||||||||||||||||
9
Array Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited) (continued)
(in thousands)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Proceeds from common stock issuance | — | — | — | 15,885 | |||||||||||||||||||
| Series A equity issuance costs and commitment fees | — | (726) | (1,509) | (1,893) | |||||||||||||||||||
| Common stock issuance costs | — | — | — | (450) | |||||||||||||||||||
| Dividends paid on Series A Preferred | — | — | — | (18,670) | |||||||||||||||||||
| Payments on revolving credit facility | — | — | — | (116,000) | |||||||||||||||||||
| Proceeds from revolving credit facility | — | — | — | 116,000 | |||||||||||||||||||
| Proceeds from issuance of other debt | 2,795 | 10,280 | 63,311 | 20,188 | |||||||||||||||||||
| Proceeds from issuance of convertible notes | — | — | — | — | |||||||||||||||||||
| Premium paid on capped call | — | — | — | — | |||||||||||||||||||
| Fees paid on issuance of convertible notes | — | — | — | — | |||||||||||||||||||
| Principal payments on term loan facility | (1,075) | (11,075) | (74,300) | (14,300) | |||||||||||||||||||
| Principal payments on other debt | (19,039) | (23,185) | (88,063) | (23,935) | |||||||||||||||||||
| Contingent consideration payments | — | — | (1,200) | (1,483) | |||||||||||||||||||
| Net cash (used in) provided by financing activities | (17,319) | (24,706) | (101,761) | 8,440 | |||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalent balances | 3,614 | 10,089 | 1,806 | 735 | |||||||||||||||||||
| Net change in cash and cash equivalents | 75,070 | 68,836 | 115,179 | (233,769) | |||||||||||||||||||
| Cash and cash equivalents, beginning of period | 174,010 | 62,778 | 133,901 | 367,670 | |||||||||||||||||||
| Cash and cash equivalents, end of period | $ | 249,080 | $ | 131,614 | $ | 249,080 | $ | 133,901 | |||||||||||||||
Supplemental Cash Flow Information | |||||||||||||||||||||||
| Cash paid for interest | $ | 8,995 | $ | 892 | $ | 43,949 | $ | 23,118 | |||||||||||||||
| Cash paid for income taxes | $ | 9,145 | $ | 9,550 | $ | 45,942 | $ | 10,739 | |||||||||||||||
| Non-cash Investing and Financing Activities | |||||||||||||||||||||||
| Dividends accrued on Series A Preferred | $ | 6,803 | $ | 6,389 | $ | 26,370 | $ | 6,389 | |||||||||||||||
| Stock consideration paid for acquisition of STI | $ | — | $ | — | $ | — | $ | 200,224 | |||||||||||||||
10
Array Technologies, Inc.
Adjusted Gross Profit, Adjusted EBITDA, and Adjusted Net Income Reconciliation (unaudited)
(in thousands, except per share amounts)
The following table reconciles Gross profit to Adjusted gross profit:
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenue | 341,615 | 402,071 | 1,576,551 | 1,637,546 | |||||||||||||||||||
| Cost of revenue | 257,386 | 325,191 | 1,161,000 | 1,424,828 | |||||||||||||||||||
| Gross profit | 84,229 | 76,880 | 415,551 | 212,718 | |||||||||||||||||||
| Amortization of developed technology | 3,640 | 3,640 | 14,558 | 14,558 | |||||||||||||||||||
Other costs (a) | — | 1,785 | — | 6,817 | |||||||||||||||||||
Adjusted gross profit | 87,869 | 82,305 | 430,109 | 234,093 | |||||||||||||||||||
Adjusted gross margin | 25.7 | % | 20.5 | % | 27.3 | % | 14.3 | % | |||||||||||||||
a) For the three months ended December 31, 2022, other costs represent $1.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event. For the twelve months ended December 31, 2022, other costs represent $6.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event.
11
Array Technologies, Inc.
Adjusted Gross Profit, Adjusted EBITDA, and Adjusted Net Income Reconciliation (unaudited)
(in thousands, except per share amounts)
The following table reconciles Net income (loss) to Adjusted EBITDA:
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Net income (loss) | $ | 19,342 | $ | (5,251) | $ | 137,240 | $ | 4,432 | |||||||||||||||
| Preferred dividends and accretion | 13,332 | 12,009 | 51,691 | 48,054 | |||||||||||||||||||
| Net income (loss) to common shareholders | $ | 6,010 | $ | (17,260) | $ | 85,549 | $ | (43,622) | |||||||||||||||
| Other expense, net | (1,318) | (5,894) | (7,315) | (5,970) | |||||||||||||||||||
Legal settlement (a) | — | — | — | (42,750) | |||||||||||||||||||
Foreign currency transaction (gain) loss | 326 | 813 | 53 | (1,155) | |||||||||||||||||||
| Preferred dividends and accretion | 13,332 | 12,009 | 51,691 | 48,054 | |||||||||||||||||||
| Interest expense | 8,857 | 12,882 | 44,229 | 36,694 | |||||||||||||||||||
| Income tax (benefit) expense | 3,013 | 13,799 | 39,917 | (9,384) | |||||||||||||||||||
| Depreciation expense | 1,118 | 704 | 3,540 | 2,571 | |||||||||||||||||||
| Amortization of intangibles | 8,840 | 21,027 | 36,736 | 83,630 | |||||||||||||||||||
| Amortization of developed technology | 3,640 | 3,640 | 14,558 | 14,558 | |||||||||||||||||||
| Equity-based compensation | 2,648 | 3,091 | 14,578 | 14,768 | |||||||||||||||||||
| Change in fair value of contingent consideration | 732 | 1,474 | 2,964 | (4,507) | |||||||||||||||||||
Certain legal expenses (b) | 244 | 984 | 898 | 5,990 | |||||||||||||||||||
Certain acquisition costs (c) | — | (206) | — | 10,564 | |||||||||||||||||||
Other costs (d) | 736 | 4,635 | 736 | 19,291 | |||||||||||||||||||
| Adjusted EBITDA | $ | 48,178 | $ | 51,698 | $ | 288,134 | $ | 128,732 | |||||||||||||||
.
(a) Settlement in our favor resulting from the action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets.
(b) Represents certain legal fees and other related costs associated with (i) action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets for which a judgement has been entered in our favor, (ii) actions filed against the company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the Court on May 19, 2023, and (iii) other litigation. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.
(c) Represents fees related to the acquisition of STI Norland.
(d) For the three months ended December 31, 2023, other costs represent one-time costs related to an evaluation of our Capped Call and Put Options accounting treatment. For the three months ended December 31, 2022, other costs represent (i) $1.4 million related to certain professional fees incurred related to the integration of STI Norland, (ii) $1.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event, (iii) $1.4 million of executive transition and payroll related costs that we do not anticipate repeating in the future. For the twelve months ended December 31, 2022, (i) $7.2 million related to certain professional fees incurred related to integration, (ii) $6.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event, (iii) $5.3 million associated with the transition of CEOs as well as other one-time executive payroll related costs that we do not anticipate repeating in the future.
12
Array Technologies, Inc.
Adjusted Gross Profit, Adjusted EBITDA, and Adjusted Net Income Reconciliation (unaudited)
(in thousands, except per share amounts)
The following table reconciles Net income (loss) to Adjusted net income (loss):
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Net income (loss) | $ | 19,342 | $ | (5,251) | $ | 137,240 | $ | 4,432 | |||||||||||||||
| Preferred dividends and accretion | 13,332 | 12,009 | 51,691 | 48,054 | |||||||||||||||||||
| Net income (loss) to common shareholders | $ | 6,010 | $ | (17,260) | $ | 85,549 | $ | (43,622) | |||||||||||||||
| Amortization of intangibles | 8,840 | 21,027 | 36,736 | 83,630 | |||||||||||||||||||
| Amortization of developed technology | 3,640 | 3,640 | 14,558 | 14,558 | |||||||||||||||||||
| Amortization of debt discount and issuance costs | 1,447 | 1,854 | 10,570 | 6,858 | |||||||||||||||||||
| Preferred accretion | 6,528 | 6,009 | 25,320 | 23,249 | |||||||||||||||||||
| Equity based compensation | 2,648 | 3,091 | 14,578 | 14,768 | |||||||||||||||||||
| Change in fair value of contingent consideration | 732 | 1,474 | 2,964 | (4,507) | |||||||||||||||||||
Certain legal expenses (a) | 244 | 984 | 898 | 5,990 | |||||||||||||||||||
Certain acquisition costs (b) | — | (206) | — | 10,564 | |||||||||||||||||||
Legal settlement (c) | — | — | — | (42,750) | |||||||||||||||||||
Other costs (d) | 736 | 4,635 | 736 | 19,291 | |||||||||||||||||||
Income tax expense of adjustments (e) | 563 | (10,205) | (20,659) | (30,773) | |||||||||||||||||||
Adjusted net income | $ | 31,388 | $ | 15,043 | $ | 171,250 | $ | 57,256 | |||||||||||||||
| Loss per common share | |||||||||||||||||||||||
| Basic | $ | 0.04 | $ | (0.11) | $ | 0.57 | $ | (0.29) | |||||||||||||||
| Diluted | $ | 0.04 | $ | (0.11) | $ | 0.56 | $ | (0.29) | |||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | 151,175 | 150,463 | 150,942 | 149,819 | |||||||||||||||||||
| Diluted | 152,110 | 150,463 | 152,022 | 149,819 | |||||||||||||||||||
| Adjusted income (loss) per common share | |||||||||||||||||||||||
| Basic | $ | 0.21 | $ | 0.10 | $ | 1.13 | $ | 0.38 | |||||||||||||||
| Diluted | $ | 0.21 | $ | 0.10 | $ | 1.13 | $ | 0.38 | |||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | 151,175 | 150,463 | 150,942 | 149,819 | |||||||||||||||||||
| Diluted | 152,110 | 150,463 | 152,022 | 149,819 | |||||||||||||||||||
(a) Represents certain legal fees and other related costs associated with (i) action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets for which a judgement has been entered in our favor, (ii) actions filed against the company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the Court on May 19, 2023, and (iii) other litigation. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.
13
Array Technologies, Inc.
Adjusted Gross Profit, Adjusted EBITDA, and Adjusted Net Income Reconciliation (unaudited)
(in thousands, except per share amounts)
(b) Represents fees related to the acquisition of STI Norland.
(c) Settlement in our favor resulting from the action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets.
(d) For the three months ended December 31, 2023, other costs represent one-time costs related to an evaluation of our Capped Call and Put Options accounting treatment. For the three months ended December 31, 2022, other costs represent (i) $1.4 million related to certain professional fees incurred related to the integration of STI Norland, (ii) $1.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event, (iii) $1.4 million of executive transition and payroll related costs that we do not anticipate repeating in the future. For the twelve months ended December 31, 2022, (i) $7.2 million related to certain professional fees incurred related to integration, (ii) $6.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event, (iii) $5.3 million associated with the transition of CEOs as well as other one-time executive payroll related costs that we do not anticipate repeating in the future.
(e) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.
14
0 Array Technologies 4Q 2023 Earnings Call February 27, 2024
1 Disclaimer Forward-Looking Statements and Other Information This presentation contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our projected future results of operations, business strategies and industry and regulatory environment. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” "seek," “should,” “will,” “would” or similar expressions and the negatives of those terms. Array’s actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks, uncertainties and other factors, including without limitation: changes in growth or rate of growth in demand for solar energy projects; competitive pressures within our industry; a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment; a drop in the price of electricity derived from the utility grid or from alternative energy sources; a failure to maintain effective internal controls over financial reporting; a further increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets, which could make it difficult for customers to finance the cost of a solar energy system; electric utility industry policies and regulations, and any subsequent changes, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems, which may significantly reduce demand for our products or harm our ability to compete; the interruption of the flow of materials from international vendors, which could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges or restrictions on imports and exports; geopolitical, macroeconomic and other market conditions unrelated to our operating performance including the military conflict in Ukraine and Russia, the Israel-Hamas war, attacks on a shipping in the Red Sea and rising inflation and interest rates; changes in the global trade environment, including the imposition of import tariffs or other import restrictions; our ability to convert our orders in backlog into revenue; fluctuations in our results of operations across fiscal periods, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations; the reduction, elimination or expiration, or our failure to optimize the benefits of government incentives for, or regulations mandating the use of, renewable energy and solar energy, particularly in relation to our competitors; failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary right; significant changes in the cost of raw materials; defects or performance problems in our products, which could result in loss of customers, reputational damage and decreased revenue; delays, disruptions or quality control problems in our product development operations; our ability to obtain key personnel or failure to attract additional qualified personnel; additional business, financial, regulatory and competitive risks due to our continued planned expansion into new markets; cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information; failure to implement and maintain effective internal controls over financial reporting; risks related to actual or threatened public health epidemics, pandemics, outbreaks or crises, such as the COVID-19 pandemic, which could have a material and adverse effect on our business, results of operations and financial condition; changes to tax laws and regulations that are applied adversely to us or our customers, which could materially adversely affect our business, financial condition, results of operations and prospects, including our ability to optimize those changes brought about by the passage of the Inflation Reduction Act; and the other risks and uncertainties described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the SEC, each of which can be found on our website www.arraytechinc.com. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Non-GAAP Financial Information This presentation includes certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share. We define Adjusted Gross Profit as Gross Profit plus (i) developed technology amortization and (ii) other costs. We define Adjusted EBITDA as net income (loss) to common shareholders plus (i) other (income) expense, (ii) foreign currency transaction (gain) loss, (iii) preferred dividends and accretion, (iv) interest expense, (v) income tax (benefit) expense, (vi) depreciation expense, (vii) amortization of intangibles, (viii) amortization of developed technology, (ix) equity-based compensation, (x) change in fair value of contingent consideration, (xi) certain legal expenses, (xii) certain acquisition costs, and (xiii) other costs. We define Adjusted Net Income as net income (loss) to common shareholders plus (i) amortization of intangibles, (ii) amortization of developed technology, (iii) amortization of debt discount and issuance costs (iv) preferred accretion, (v) equity-based compensation, (vi) change in fair value of contingent consideration, (vii) certain legal expenses, (viii) certain acquisition costs, (ix) other costs, and (x) income tax (benefit) expense of adjustments. A detailed reconciliation between GAAP results and results excluding special items (“non-GAAP”) is included within this presentation. We calculate net income (loss) per share as net income (loss) to common shareholders divided by the basic and diluted weighted average number of shares outstanding for the applicable period and we define Adjusted Net Income per share as Adjusted Net Income (as detailed above) divided by the basic and diluted weighted average number of shares outstanding for the applicable period. We present non-GAAP measures when we believe that the additional information is useful and meaningful to investors. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. See the Appendix for the reconciliations of certain non-GAAP financial measures to the comparable GAAP measures. Market and Industry Data This presentation also contains information regarding our market and our industry that is derived from third-party research and publications. That information may rely upon a number of assumptions and limitations, and we have not independently verified its accuracy or completeness.
2 Business Update Kevin Hostetler, CEO
3 $51.7 $48.2 4Q Adjusted EBITDA(2) Adjusted EBITDA % 2022 2023 Executive Summary ► Significant margin expansion from cost takeout initiatives, non-tracker revenue streams and 45X benefit recognition ► Gross Margin of 24.7%(1) and Adjusted Gross Margin(1)(2) of 25.7%, an expansion of 560 and 520 bps respectively from 4Q 2022 ► Net Income of $6.0 million and Adjusted EBITDA(2) margin expansion of 120 bps from 4Q 2022 ► Free cash flow(3) of $88.6 million 4Q 2023 Highlights (1) 4Q 2023 and full year 2023 gross margin include a $9.3 million cost of revenue reduction related to a portion of the~$50 million 45X manufacturing benefit earned for certain torque tube shipments in 2023; remainder of credit for 2023 will be recognized in 2024 (2) See Appendix for reconciliation of non-GAAP measures to the closest GAAP measure. (3) Free Cash Flow calculated as cash from (used in) operating activities less purchase of property, plant and equipment $402.1 $341.6 4Q Revenue 2022 2023 4Q 2023 Select Financials ► Operational improvements driving increased profitability year-over-year ► Gross Margin of 26.4%(1) and Adjusted Gross Margin(1)(2) of 27.3%, an expansion of 1340 and 1300 bps respectively from 2022 ► Net Income of $85.5 million and Adjusted EBITDA(2) margin expansion of 1040 bps from 2022 ► Free cash flow(3) increased to $215.0 million, a 64% increase year-over-year Full Year 2023 Highlights $128.7 $288.1 Full Year Adjusted EBITDA(2) Adjusted EBITDA % 2022 2023 $1,637.5 $1,576.6 Full Year Revenue 2022 2023 Full Year 2023 Select Financials 14.1%12.9% 7.9% 18.3% ($M) ($M)
4 Business & Product Update 2023 Business Highlights 2023 Product, Software, & Services Highlights ► Increased global capacity to nearly 50 GW, with more than 30 GW of U.S. capacity; capable of sourcing 85%+ domestic content at scale ► Launched Configure, Price, Quote (CPQ) tool vastly improving quoting accuracy and customer experience ► Announced new 215,000 square-foot manufacturing facility in Albuquerque ► Successfully negotiated 45X manufacturing credit benefit split with torque tube suppliers for 2023 and 2024 ► Expansion of tracker offerings now provides solution for every unique project in the market OmniTrackTM STI H250 ► Continued to enhance SmarTrackTM functionality and capabilities across all Array product offerings with expansion of Hail and Snow response SmarTrackTM ► Launched comprehensive Field Services and Customer Training solutions to reduce operational downtime and increase productivity and quality in the field Field Service Solutions Accredited Training Course Catalog
5 ARRY U.S. High Probability Pipeline Trend Market Update and Revenue Outlook Dynamics ARRY U.S. Market Dynamics 4Q 2021 2Q 2022 4Q 2022 2Q 2023 4Q 2023 ► Expect 2024 ASPs to be down low double digits % year-over- year due to lower commodity costs, structural cost enhancements and partial pass through of 45x benefits ► Project delays continue in 1H 2024 as certain customers are signaling permitting/interconnection challenges, longer financing timelines, and supply chain constraints ► Key focus in early 2023 was structural margin enhancement which resulted in a temporary reduction in our high probability pipeline ► 2H 2023 business process improvements coupled with expanded product, software and service offerings driving high probability pipeline recovery ► Strong bookings momentum with $600M in Q4 2023 ► Expecting volume and revenue growth to resume in 2H 2024 (40%) ~3X
6 Financial Update Kurt Wood, CFO
7 Three Months Ended December 31, ($ in millions, except EPS Data) 2023 2022 Y/Y Revenue $341.6 $402.1 ($60.5) Gross margin(1) 24.7% 19.1% + 560 bps Net income (loss) to Common Shareholders $6.0 ($17.3) +$23.3 Diluted EPS $0.04 ($0.11) +$0.15 Adjusted Gross Margin(1)(2) 25.7% 20.5% +520 bps Adjusted EBITDA(2) $48.2 $51.7 ($3.5) Adjusted net income(2) $31.4 $15.0 +$16.4 Adjusted, Diluted EPS(2) $0.21 $0.10 +$0.11 Free Cash Flow(2) $88.6 $93.5 ($4.9) 4Q 2023 Financial Results 4Q Snapshot Y/Y Comparison (1) 4Q 2023 gross margin includes a $9.3 million cost of revenue reduction related to a portion of the~$50 million 45X manufacturing benefit earned for certain torque tube shipments in 2023; remainder of credit for 2023 will be recognized in 2024 (2) See Appendix for reconciliation of non-GAAP measures to the closest GAAP measure (3) Free Cash Flow calculated as cash from (used in) operating activities less purchase of property, plant and equipment ► Revenue down 15% from ASP decline on lower input costs ► Adjusted gross margin increased to 25.7% from 20.5% driven by improved pricing, an increase in non-tracker sales, and recognition of 45X benefit ► Adjusted EBITDA of $48.2M, compared to $51.7M in the prior year period driven by ~$13.5M of 1X charges in the quarter, mostly offset by improved gross margin performance
8 Full Year Ended December 31, ($ in millions, except EPS Data) 2023 2022 Y/Y Revenue $1,576.6 $1,637.5 ($60.9) Gross margin(1) 26.4% 13.0% + 1340 bps Net income (loss) to Common Shareholders $85.5 ($43.6) +$129.1 Diluted EPS $0.56 ($0.29) +$0.85 Adjusted Gross Margin(1)(2) 27.3% 14.3% +1300 bps Adjusted EBITDA(2) $288.1 $128.7 +$159.4 Adjusted net income(2) $171.3 $57.3 +$114.0 Adjusted, Diluted EPS(2) $1.13 $0.38 +$0.75 Free Cash Flow(3) $215.0 $130.9 +$84.1 Full Year 2023 Financial Results Full Year Snapshot Y/Y Comparison ► Revenue decline driven by lower ASPs on reduced commodity cost inputs and relatively flat volume in addition to the $23.2M Brazil ICMS reclassification ► 1300 basis point improvement in adjusted gross margin ► Adjusted EBITDA more than doubled to $288.1 million on improved gross margin performance ► Free Cash Flow of $215.0, a $84.1 million improvement from prior year on increased profitability and a $126.9M improvement excluding 1X legal settlement proceeds of $42.8M in 2022 (1) Full year 2023 gross margin includes a $9.3 million cost of revenue reduction related to a portion of the~$50 million 45X manufacturing benefit earned for certain torque tube shipments in 2023; remainder of credit for 2023 will be recognized in 2024 (2) See Appendix for reconciliation of non-GAAP measures to the closest GAAP measure (3) Free Cash Flow calculated as cash from (used in) operating activities less purchase of property, plant and equipment
9 Full Year 2024 Guidance Full Year Ending December 31, 2024 Revenue $1.25 billion to $1.40 billion Adjusted EBITDA(1) (2) $285 million to $315 million Adjusted net income per common share(1)(2) $1.00 to $1.15 (1) Guidance includes retained benefits related to Inflation Reduction Act torque tube manufacturing 45X tax credits (2) A reconciliation of projected adjusted Gross Margin, adjusted EBITDA and adjusted net income per share, which are forward-looking measures that are not prepared in accordance with GAAP, to the most directly comparable GAAP financial measures, is not provided because we are unable to provide such reconciliation without unreasonable effort. The inability to provide a quantitative reconciliation is due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the components of the applicable GAAP measures and non-GAAP adjustments may be recognized. The GAAP measures may include the impact of such items as non-cash share-based compensation, revaluation of the fair-value of our contingent consideration, amortization of intangible assets and the tax effect of such items, in addition to other items we have historically excluded from adjusted EBITDA and adjusted net income per share. We expect to continue to exclude these items in future disclosures of these non-GAAP measures and may also exclude other similar items that may arise in the future (collectively, “non-GAAP adjustments”). The decisions and events that typically lead to the recognition of non-GAAP adjustments are inherently unpredictable as to if or when they may occur. As such, for our 2023 outlook, we have not included estimates for these items and are unable to address the probable significance of the unavailable information, which could be material to future results. Planning Assumptions ► Adjusted GM% in the low 30s, inclusive of retained torque tube 45X benefit ► Adjusted SG&A between $33 million - $35 million per quarter ► Net Interest expense of $8 - $9 million per quarter ► Preferred dividends of ~$14 million per quarter (cash/PIK + discount amort) ► Effective Tax Rate for Adjusted EPS: 26% - 28% ► Capital Expenditures of $25 - $30 million ► Free Cash Flow of $100 - $150 million
10 Appendix
11 Adjusted Gross Profit Reconciliation ($ in thousands) (a) For the three months ended December 31, 2022, other costs represent $1.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event. For the twelve months ended December 31, 2022, other costs represent $6.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event. Three Months Ended December 31, Year Ended December 31, 2023 2022 2023 2022 Revenue 341,615 402,071 1,576,551 1,637,546 Cost of revenue 257,386 325,191 1,161,000 1,424,828 Gross profit 84,229 76,880 415,551 212,718 Amortization of developed technology 3,640 3,640 14,558 14,558 Other costs (a) — 1,785 — 6,817 Adjusted Gross Profit 87,869 82,305 430,109 234,093 Adjusted Gross Margin 25.7 % 20.5 % 27.3 % 14.3 %
12 Adjusted EBITDA Reconciliation (a) Settlement in our favor resulting from the action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets (b) Represents certain legal fees and other related costs associated with (i) action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets for which a judgement has been entered in our favor, (ii) actions filed against the Company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the court on May 19, 2023, and (iii) other litigation. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business. (c) Represents fees related to the acquisition of STI Norland. (d) For the three months ended December 31, 2023, other costs represent one-time costs related to an evaluation of our Capped Call and Put Options accounting treatment. For the three months ended December 31, 2022, other costs represent (i) $1.4 million related to certain professional fees incurred related to the integration of STI Norland, (ii) $1.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event, (iii) $1.4 million of executive transition and payroll related costs that we do not anticipate repeating in the future. For the twelve months ended December 31, 2022, (i) $7.2 million related to certain professional fees incurred related to integration, (ii) $6.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event, (iii) $5.3 million associated with the transition of CEOs as well as other one-time executive payroll related costs that we do not anticipate repeating in the future. ($ in thousands) Three Months Ended December 31, Year Ended December 31, 2023 2022 2023 2022 Net income (loss) $ 19,342 $ (5,251) $ 137,240 $ 4,432 Preferred dividends and accretion 13,332 12,009 51,691 48,054 Net income (loss) to common shareholders $ 6,010 $ (17,260) $ 85,549 $ (43,622) Other expense, net (1,318) (5,894) (7,315) (5,970) Legal settlement (a) — — — (42,750) Foreign currency transaction (gain) loss 326 813 53 (1,155) Preferred dividends and accretion 13,332 12,009 51,691 48,054 Interest expense 8,857 12,882 44,229 36,694 Income tax (benefit) expense 3,013 13,799 39,917 (9,384) Depreciation expense 1,118 704 3,540 2,571 Amortization of intangibles 8,840 21,027 36,736 83,630 Amortization of developed technology 3,640 3,640 14,558 14,558 Equity-based compensation 2,648 3,091 14,578 14,768 Change in fair value of contingent consideration 732 1,474 2,964 (4,507) Certain legal expenses (b) 244 984 898 5,990 Certain acquisition costs (c) — (206) — 10,564 Other costs (d) 736 4,635 736 19,291 Adjusted EBITDA $ 48,178 $ 51,698 $ 288,134 $ 128,732
13 Adjusted Net Income Reconciliation (a) Represents certain legal fees and other related costs associated with (i) action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets for which a judgement has been entered in our favor, (ii) actions filed against the Company and certain officers and directors alleging violations of the Securities Exchange Acts of 1934 and 1933, which litigation was dismissed with prejudice by the court on May 19, 2023, and (iii) other litigation. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business. (b) Represents fees related to the acquisition of STI Norland. (c) Settlement in our favor resulting from the action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets. (d) For the three months ended December 31, 2023, other costs represent one-time costs related to an evaluation of our Capped Call and Put Options accounting treatment. For the three months ended December 31, 2022, other costs represent (i) $1.4 million related to certain professional fees incurred related to the integration of STI Norland, (ii) $1.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event, (iii) $1.4 million of executive transition and payroll related costs that we do not anticipate repeating in the future. For the twelve months ended December 31, 2022, (i) $7.2 million related to certain professional fees incurred related to integration, (ii) $6.8 million in remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event, (iii) $5.3 million associated with the transition of CEOs as well as other one-time executive payroll related costs that we do not anticipate repeating in the future.(d) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax. (e) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax. ($ in thousands) Three Months Ended December 31, Year Ended December 31, 2023 2022 2023 2022 Net income (loss) $ 19,342 $ (5,251) $ 137,240 $ 4,432 Preferred dividends and accretion 13,332 12,009 51,691 48,054 Net income (loss) to common shareholders $ 6,010 $ (17,260) $ 85,549 $ (43,622) Amortization of intangibles 8,840 21,027 36,736 83,630 Amortization of developed technology 3,640 3,640 14,558 14,558 Amortization of debt discount and issuance costs 1,447 1,854 10,570 6,858 Preferred accretion 6,528 6,009 25,320 23,249 Equity based compensation 2,648 3,091 14,578 14,768 Change in fair value of contingent consideration 732 1,474 2,964 (4,507) Certain legal expenses (a) 244 984 898 5,990 Certain acquisition costs (b) — (206) — 10,564 Legal settlement (c) — — — (42,750) Other costs (d) 736 4,635 736 19,291 Income tax expense of adjustments (e) 563 (10,205) (20,659) (30,773) Adjusted net income $ 31,388 $ 15,043 $ 171,250 $ 57,256
14 Adjusted EPS Reconciliation ($ in thousands, except per share amounts) Loss per common share Basic $ 0.04 $ (0.11) $ 0.57 $ (0.29) Diluted $ 0.04 $ (0.11) $ 0.56 $ (0.29) Weighted average common shares outstanding Basic 151,175 150,463 150,942 149,819 Diluted 152,110 150,463 152,022 149,819 Adjusted income (loss) per common share Basic $ 0.21 $ 0.10 $ 1.13 $ 0.38 Diluted $ 0.21 $ 0.10 $ 1.13 $ 0.38 Weighted average common shares outstanding Basic 151,175 150,463 150,942 149,819 Diluted 152,110 150,463 152,022 149,819 Three Months Ended December 31, Year Ended December 31, 2023 2022 2023 2022 $ $ $ $
15 Proforma Adjusted Gross Profit (a) In 2022, other costs represent remediation and damages incurred because of a shutdown of a key supplier due to a severe weather event. ($ in thousands)