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: November 7, 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 November 7, 2024, Array Technologies, Inc. (the “Company”) announced its financial results as of and for the quarter ended September 30, 2024, 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 November 7, 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, 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: November 7, 2024 | By: | /s/ Michael Howell | ||||||||||||
| Name: | Michael Howell | |||||||||||||
| Title: | Interim Chief Legal Officer and General Counsel | |||||||||||||
November 7, 2024
ARRAY Technologies, Inc. Reports Financial Results for the Third Quarter 2024 – Delivers exceptional gross margin growth and continued operational momentum
Third Quarter 2024 Highlights
•Revenue of $231.4 million
•Gross Margin of 33.8%
•Adjusted gross margin of 35.4%(1)
•Net loss to common shareholders of $(155.4) million
◦Net loss to common shareholders inclusive of $162 million non-cash goodwill impairment charge associated with the 2022 STI acquisition
•Adjusted EBITDA(1) of $46.7 million
•Basic and diluted net loss per share of $(1.02)
•Adjusted diluted net income per share(1) of $0.17
ALBUQUERQUE, NM — (GLOBE NEWSWIRE) — ARRAY Technologies (NASDAQ: ARRY) (“ARRAY” or the “Company”), a global leader in utility-scale solar tracking, today announced financial results for its third quarter ended September 30, 2024.
“ARRAY had another impressive quarter of operational execution, achieving revenue within our guidance range and strong profitability, as evidenced by our adjusted gross margin of 35.4%. Our orderbook remains healthy at $2 billion, with over 20% of our global orderbook now representing orders of OmniTrackTM, which demonstrates the rapid expansion of solar projects utilizing land with diverse terrain. Additionally, a significant portion of orders in our domestic orderbook include customers evaluating domestic content, and we remain confident in our ability to provide 100% domestic trackers. Our high-probability pipeline remains robust, and we are greatly encouraged by the overall momentum in the business,” said Chief Executive Officer, Kevin Hostetler.
Mr. Hostetler continued, “As we look to 2025 and beyond, we will continue to work with our customers to understand their challenges and expected timing of projects. While there are likely some persistent headwinds that will continue to impact the U.S. market, such as interconnection and permitting delays, shortages of long lead-time electrical equipment, and labor constraints, we also believe there are dynamics that will facilitate incremental improvement in 2025. These factors include the financing environment, clarity around AD/CVD tariffs for imported modules, and additional transparency on IRA incentives for utility-scale solar. As we assess these dynamics, we feel optimistic about strong double-digit top-line growth in 2025, but we will continue to do our due diligence within this environment. As always, ARRAY will remain steadfast and focused on the key elements within our control – excellent customer engagement and support, operational execution, and product enhancements and innovation.”
Executed Contracts and Awarded Orders
Total executed contracts and awarded orders at September 30, 2024 were $2.0 billion.
Full Year 2024 Guidance
For the year ending December 31, 2024, the Company expects:
•Revenue to be in the range of $900 million to $920 million
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•Adjusted EBITDA(2) to be in the range of $170 million to $180 million
•Adjusted net income per share(2) to be in the range of $0.60 to $0.65
The narrowing of our top-line guidance is reflective of continued softness in the Brazil market, which was anticipated within the range of scenarios in our guide. We expect U.S. and international volumes to be down with declining ASP when compared to 2023. We now anticipate adjusted gross margin of approximately 34% for the year, driven by the realization of torque tube and structural fastener 45X benefits and strong operational execution. Our expected Adjusted EBITDA and Adjusted net income per share ranges have moved slightly lower when compared to prior guidance as a result of project mix within the narrowed top-line guide combined with increased strategic investments and additional non-recurring expenses. Finally, we now expect increased free cash flow of $100 million to $115 million given our focus on working capital enhancements.
Conference Call Information
ARRAY management will host a conference call today at 5:00 p.m. Eastern Time to discuss the Company’s financial results. The conference call can be accessed live over the phone by dialing (877)-869-3847 (domestic) or (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 13748999. The replay will be available until 11:59 p.m. (ET) on November 21, 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.
To learn more about ARRAY Technologies, please visit the Company's website at http://ir.arraytechinc.com.
About ARRAY Technologies, Inc.
ARRAY Technologies (NASDAQ: ARRY) is a leading global renewable energy company and provider of utility-scale solar tracking 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, project timing, sales volume, and industry and regulatory environment. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,”
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“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 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 gross margin, Adjusted EBITDA, Adjusted net income, Adjusted net income per share, and Free cash flow. We define Adjusted gross profit as gross profit plus (i) developed technology amortization and (ii) other costs if applicable. 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) goodwill impairment, (xii) certain legal expenses, (xiii) certain acquisition related costs if applicable,
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and (xiv) other costs. We define Adjusted net income as net income 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 derivative assets, (vii) change in fair value of contingent consideration, (viii) goodwill impairment, (ix) certain legal expenses, (x) certain acquisition related costs if applicable, (xi) other costs, and (xii) income tax (benefit) expense of adjustments. We define Free cash flow as Cash provided by (used in) operating activities less purchase of property, plant and equipment. 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 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 gross margin, 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 gross margin, 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 gross margin, 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) 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, 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)
| September 30, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 332,372 | $ | 249,080 | |||||||
| Accounts receivable, net of allowance of $6,614 and $3,824, respectively | 282,117 | 332,152 | |||||||||
| Inventories | 195,697 | 161,964 | |||||||||
| Prepaid expenses and other | 92,096 | 89,085 | |||||||||
| Total current assets | 902,282 | 832,281 | |||||||||
| Property, plant and equipment, net | 27,629 | 27,893 | |||||||||
| Goodwill | 250,873 | 435,591 | |||||||||
| Other intangible assets, net | 301,599 | 354,389 | |||||||||
| Deferred income tax assets | 15,716 | 15,870 | |||||||||
| Other assets | 65,005 | 40,717 | |||||||||
| Total assets | $ | 1,563,104 | $ | 1,706,741 | |||||||
| LIABILITIES, REDEEMABLE PERPETUAL PREFERRED STOCK AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 149,202 | $ | 119,498 | |||||||
| Accrued expenses and other | 48,952 | 70,211 | |||||||||
| Accrued warranty reserve | 1,503 | 2,790 | |||||||||
| Income tax payable | 1,437 | 5,754 | |||||||||
| Deferred revenue | 112,618 | 66,488 | |||||||||
| Current portion of contingent consideration | 1,873 | 1,427 | |||||||||
| Current portion of debt | 28,055 | 21,472 | |||||||||
| Other current liabilities | 31,248 | 48,051 | |||||||||
| Total current liabilities | 374,888 | 335,691 | |||||||||
| Deferred income tax liabilities | 55,253 | 66,858 | |||||||||
| Contingent consideration, net of current portion | 6,792 | 8,936 | |||||||||
| Other long-term liabilities | 16,885 | 20,428 | |||||||||
| Long-term warranty | 3,889 | 3,372 | |||||||||
| Long-term debt, net of current portion | 648,318 | 660,948 | |||||||||
| Total liabilities | 1,106,025 | 1,096,233 | |||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Series A Redeemable Perpetual Preferred Stock of $0.001 par value; 500,000 authorized; 453,674 and 432,759 shares issued as of September 30, 2024 and December 31, 2023, respectively; liquidation preference of $493.1 million at both dates | 392,592 | 351,260 | |||||||||
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Array Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited)
(in thousands, except per share and share amounts)
| September 30, 2024 | December 31, 2023 | ||||||||||
| Stockholders’ equity | |||||||||||
| Preferred stock of $0.001 par value - 4,500,000 shares authorized; none issued at respective dates | — | — | |||||||||
| Common stock of $0.001 par value - 1,000,000,000 shares authorized; 151,934,046 and 151,242,120 shares issued at respective dates | 151 | 151 | |||||||||
| Additional paid-in capital | 308,347 | 344,517 | |||||||||
| Accumulated deficit | (243,721) | (130,230) | |||||||||
| Accumulated other comprehensive income | (290) | 44,810 | |||||||||
| Total stockholders’ equity | 64,487 | 259,248 | |||||||||
| Total liabilities, redeemable perpetual preferred stock and stockholders’ equity | $ | 1,563,104 | $ | 1,706,741 | |||||||
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Array Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue | $ | 231,406 | $ | 350,438 | $ | 640,575 | $ | 1,234,936 | |||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Cost of product and service revenue | 149,452 | 259,419 | 410,299 | 892,696 | |||||||||||||||||||
| Amortization of developed technology | 3,639 | 3,640 | 10,918 | 10,918 | |||||||||||||||||||
| Total cost of revenue | 153,091 | 263,059 | 421,217 | 903,614 | |||||||||||||||||||
| Gross profit | 78,315 | 87,379 | 219,358 | 331,322 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| General and administrative | 40,149 | 37,432 | 114,904 | 115,825 | |||||||||||||||||||
| Change in fair value of contingent consideration | (39) | 190 | (271) | 2,232 | |||||||||||||||||||
| Depreciation and amortization | 8,880 | 9,552 | 27,384 | 29,361 | |||||||||||||||||||
| Goodwill impairment | 162,000 | — | 162,000 | — | |||||||||||||||||||
| Total operating expenses | 210,990 | 47,174 | 304,017 | 147,418 | |||||||||||||||||||
(Loss) income from operations | (132,675) | 40,205 | (84,659) | 183,904 | |||||||||||||||||||
Other loss, net | (682) | (446) | (1,662) | (127) | |||||||||||||||||||
| Interest income | 4,223 | 3,425 | 12,685 | 6,124 | |||||||||||||||||||
| Foreign currency (loss) gain, net | (106) | 207 | (1,073) | 273 | |||||||||||||||||||
| Interest expense | (8,264) | (13,064) | (25,818) | (35,372) | |||||||||||||||||||
| Total other expense, net | (4,829) | (9,878) | (15,868) | (29,102) | |||||||||||||||||||
(Loss) income before income tax expense | (137,504) | 30,327 | (100,527) | 154,802 | |||||||||||||||||||
| Income tax expense | 3,850 | 7,229 | 12,964 | 36,904 | |||||||||||||||||||
Net (loss) income | (141,354) | 23,098 | (113,491) | 117,898 | |||||||||||||||||||
| Preferred dividends and accretion | 14,080 | 13,091 | 41,332 | 38,359 | |||||||||||||||||||
Net (loss) income to common shareholders | $ | (155,434) | $ | 10,007 | $ | (154,823) | $ | 79,539 | |||||||||||||||
(Loss) income per common share | |||||||||||||||||||||||
| Basic | $ | (1.02) | $ | 0.07 | $ | (1.02) | $ | 0.52 | |||||||||||||||
| Diluted | $ | (1.02) | $ | 0.07 | $ | (1.02) | $ | 0.52 | |||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||
| Basic | 151,923 | 151,068 | 151,691 | 150,865 | |||||||||||||||||||
| Diluted | 151,923 | 152,323 | 151,691 | 152,083 | |||||||||||||||||||
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Array Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Operating activities | |||||||||||||||||||||||
| Net (loss) income | $ | (141,354) | $ | 23,098 | $ | (113,491) | $ | 117,898 | |||||||||||||||
| Adjustments to net income: | |||||||||||||||||||||||
| Goodwill impairment | 162,000 | — | 162,000 | — | |||||||||||||||||||
| Provision for bad debts | 1,719 | 24 | 3,415 | (117) | |||||||||||||||||||
| Deferred tax benefit | (3,778) | (532) | (7,279) | (2,328) | |||||||||||||||||||
| Depreciation and amortization | 9,559 | 9,904 | 29,015 | 30,318 | |||||||||||||||||||
| Amortization of developed technology | 3,639 | 3,640 | 10,918 | 10,918 | |||||||||||||||||||
| Amortization of debt discount and issuance costs | 1,551 | 4,125 | 4,652 | 9,123 | |||||||||||||||||||
| Equity-based compensation | 2,015 | 3,384 | 6,851 | 11,695 | |||||||||||||||||||
| Change in fair value of contingent consideration | (39) | 189 | (271) | 2,232 | |||||||||||||||||||
| Warranty provision | 97 | (28) | 36 | 451 | |||||||||||||||||||
| Write-down of inventories | 1,254 | 1,129 | 2,481 | 4,587 | |||||||||||||||||||
| Changes in operating assets and liabilities, net of business acquisition: | |||||||||||||||||||||||
| Accounts receivable | 43,244 | 74,675 | 41,865 | (6,364) | |||||||||||||||||||
| Inventories | (22,757) | (10,290) | (29,964) | 12,554 | |||||||||||||||||||
| Income tax receivables | (2,832) | (55) | (4,145) | 3,165 | |||||||||||||||||||
| Prepaid expenses and other | (41,750) | 1,152 | (45,203) | (2,140) | |||||||||||||||||||
| Accounts payable | 36,637 | (16,099) | 33,705 | 14,443 | |||||||||||||||||||
| Accrued expenses and other | (19,756) | 11,387 | (34,928) | 18,484 | |||||||||||||||||||
| Income tax payable | (1,969) | (10,568) | (4,653) | (730) | |||||||||||||||||||
| Lease liabilities | (2,595) | (9,464) | (5,730) | (8,050) | |||||||||||||||||||
| Deferred revenue | 20,050 | (14,053) | 47,120 | (78,165) | |||||||||||||||||||
| Net cash provided by operating activities | 44,935 | 71,618 | 96,394 | 137,974 | |||||||||||||||||||
| Investing activities | |||||||||||||||||||||||
| Purchase of property, plant and equipment | (1,077) | (2,191) | (5,604) | (11,615) | |||||||||||||||||||
| Retirement/disposal of property, plant and equipment | (1) | — | 38 | — | |||||||||||||||||||
| Sale of equity investment | 11,975 | — | 11,975 | — | |||||||||||||||||||
Net cash provided by (used in) investing activities | 10,897 | (2,191) | 6,409 | (11,615) | |||||||||||||||||||
| Financing activities | |||||||||||||||||||||||
| Series A equity issuance costs | — | (1) | — | (1,509) | |||||||||||||||||||
| Tax withholding related to vesting of equity-based compensation | (1,154) | — | (1,734) | — | |||||||||||||||||||
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Array Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited) (continued)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Proceeds from issuance of other debt | 6,340 | 36,715 | 19,024 | 60,516 | |||||||||||||||||||
| Principal payments on other debt | (12,208) | (30,767) | (24,879) | (69,024) | |||||||||||||||||||
| Principal payments on term loan facility | (1,075) | (51,075) | (3,225) | (73,225) | |||||||||||||||||||
| Contingent consideration payments | — | — | (1,427) | (1,200) | |||||||||||||||||||
| Net cash used in financing activities | (8,097) | (45,128) | (12,241) | (84,442) | |||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalent balances | 2,317 | (6,255) | (7,270) | (1,808) | |||||||||||||||||||
| Net change in cash and cash equivalents | 50,052 | 18,044 | 83,292 | 40,109 | |||||||||||||||||||
| Cash and cash equivalents, beginning of period | 282,320 | 155,966 | 249,080 | 133,901 | |||||||||||||||||||
| Cash and cash equivalents, end of period | $ | 332,372 | $ | 174,010 | $ | 332,372 | $ | 174,010 | |||||||||||||||
| Supplemental cash flow information | |||||||||||||||||||||||
| Cash paid for interest | $ | 11,847 | $ | 20,256 | $ | 29,666 | $ | 36,136 | |||||||||||||||
| Cash paid for income taxes (net of refunds) | $ | 8,219 | $ | 18,313 | $ | 25,220 | $ | 36,797 | |||||||||||||||
| Non-cash investing and financing activities | |||||||||||||||||||||||
| Dividends accrued on Series A Preferred | $ | 7,132 | $ | 6,696 | $ | 20,914 | $ | 19,567 | |||||||||||||||
9
Array Technologies, Inc.
Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow Reconciliation (unaudited)
(in thousands, except per share amounts)
The following table reconciles Gross profit to Adjusted gross profit:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue | 231,406 | 350,438 | 640,575 | 1,234,936 | |||||||||||||||||||
| Cost of revenue | 153,091 | 263,059 | 421,217 | 903,614 | |||||||||||||||||||
| Gross profit | 78,315 | 87,379 | 219,358 | 331,322 | |||||||||||||||||||
| Gross margin | 33.8% | 24.9% | 34.2% | 26.8% | |||||||||||||||||||
| Amortization of developed technology | 3,639 | 3,640 | 10,918 | 10,918 | |||||||||||||||||||
Adjusted gross profit | 81,954 | 91,019 | 230,276 | 342,240 | |||||||||||||||||||
| Adjusted gross margin | 35.4 | % | 26.0 | % | 35.9 | % | 27.7 | % | |||||||||||||||
The following table reconciles Net income to Adjusted EBITDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net (loss) income | $ | (141,354) | $ | 23,098 | $ | (113,491) | $ | 117,898 | |||||||||||||||
| Preferred dividends and accretion | 14,080 | 13,091 | 41,332 | 38,359 | |||||||||||||||||||
| Net (loss) income to common shareholders | $ | (155,434) | $ | 10,007 | $ | (154,823) | $ | 79,539 | |||||||||||||||
| Other expense, net | (3,541) | (2,979) | (11,023) | (5,997) | |||||||||||||||||||
Foreign currency loss (gain), net | 106 | (207) | 1,073 | (273) | |||||||||||||||||||
| Preferred dividends and accretion | 14,080 | 13,091 | 41,332 | 38,359 | |||||||||||||||||||
| Interest expense | 8,264 | 13,064 | 25,818 | 35,372 | |||||||||||||||||||
| Income tax expense | 3,850 | 7,229 | 12,964 | 36,904 | |||||||||||||||||||
| Depreciation expense | 1,232 | 709 | 3,270 | 1,897 | |||||||||||||||||||
| Amortization of intangibles | 8,274 | 9,196 | 25,669 | 28,420 | |||||||||||||||||||
| Amortization of developed technology | 3,639 | 3,640 | 10,918 | 10,918 | |||||||||||||||||||
| Equity-based compensation | 2,023 | 3,350 | 6,851 | 11,930 | |||||||||||||||||||
| Change in fair value of contingent consideration | (39) | 190 | (271) | 2,232 | |||||||||||||||||||
| Goodwill impairment | 162,000 | — | 162,000 | — | |||||||||||||||||||
Certain legal expenses (a) | 2,270 | 103 | 4,533 | 654 | |||||||||||||||||||
Other costs (b) | — | — | 42 | — | |||||||||||||||||||
| Adjusted EBITDA | $ | 46,724 | $ | 57,393 | $ | 128,353 | $ | 239,955 | |||||||||||||||
(a) Represents certain legal fees and other related costs associated with (i) 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 subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) other litigation and legal matters. 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) For the nine months ended September 30, 2024, other costs represent costs related to Capped-Call accounting treatment evaluation.
10
Array Technologies, Inc.
Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow Reconciliation (unaudited)
(in thousands, except per share amounts)
The following table reconciles Net income to Adjusted net income:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net (loss) income | $ | (141,354) | $ | 23,098 | $ | (113,491) | $ | 117,898 | |||||||||||||||
| Preferred dividends and accretion | 14,080 | 13,091 | 41,332 | 38,359 | |||||||||||||||||||
| Net (loss) income to common shareholders | $ | (155,434) | $ | 10,007 | $ | (154,823) | $ | 79,539 | |||||||||||||||
| Amortization of intangibles | 8,274 | 9,196 | 25,669 | 28,420 | |||||||||||||||||||
| Amortization of developed technology | 3,639 | 3,640 | 10,918 | 10,918 | |||||||||||||||||||
| Amortization of debt discount and issuance costs | 1,551 | 4,125 | 4,652 | 9,123 | |||||||||||||||||||
| Preferred accretion | 6,947 | 6,394 | 20,417 | 18,792 | |||||||||||||||||||
| Equity based compensation | 2,023 | 3,350 | 6,851 | 11,930 | |||||||||||||||||||
| Change in fair value of contingent consideration | (39) | 190 | (271) | 2,232 | |||||||||||||||||||
| Goodwill impairment | 162,000 | — | 162,000 | — | |||||||||||||||||||
Certain legal expenses (a) | 2,270 | 103 | 4,533 | 654 | |||||||||||||||||||
Other costs(b) | — | — | 42 | — | |||||||||||||||||||
Income tax expense of adjustments(c) | (4,771) | (5,354) | (13,908) | (16,106) | |||||||||||||||||||
Adjusted net income | $ | 26,460 | $ | 31,651 | $ | 66,080 | $ | 145,502 | |||||||||||||||
| (Loss) income per common share | |||||||||||||||||||||||
| Basic | $ | (1.02) | $ | 0.07 | $ | (1.02) | $ | 0.52 | |||||||||||||||
| Diluted | $ | (1.02) | $ | 0.07 | $ | (1.02) | $ | 0.52 | |||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||
| Basic | 151,923 | 151,068 | 151,691 | 150,865 | |||||||||||||||||||
| Diluted | 151,923 | 152,323 | 151,691 | 152,083 | |||||||||||||||||||
| Adjusted net income per common share | |||||||||||||||||||||||
| Basic | $ | 0.17 | $ | 0.21 | $ | 0.44 | $ | 0.96 | |||||||||||||||
| Diluted | $ | 0.17 | $ | 0.21 | $ | 0.43 | $ | 0.96 | |||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||
| Basic | 151,923 | 151,068 | 151,691 | 150,865 | |||||||||||||||||||
| Diluted | 152,135 | 152,323 | 152,186 | 152,083 | |||||||||||||||||||
(a) Represents certain legal fees and other related costs associated with (i) 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 subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) other litigation and legal matters. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.
11
Array Technologies, Inc.
Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow Reconciliation (unaudited)
(in thousands, except per share amounts)
(b) For the nine months ended September 30, 2024, other costs represent costs related to Capped-Call accounting treatment evaluation.
(c) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.
The following table reconciles new cash provided by operating activities to Free cash flow:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net cash provided by operating activities | 44,935 | 71,618 | 96,394 | 137,974 | |||||||||||||||||||
| Purchase of property, plant and equipment | (1,077) | (2,191) | (5,604) | (11,615) | |||||||||||||||||||
Free cash flow | 43,858 | 69,427 | 90,790 | 126,359 | |||||||||||||||||||
12
0 November 7, 2024 Array Technologies 3Q 2024 Earnings Call
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, sales volume, project timing, 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 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, Adjusted Net Income per share, and Free Cash Flow. We define Adjusted Gross Profit as Gross Profit plus (i) developed technology amortization and (ii) other costs if applicable. 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) goodwill impairment, (xii) certain legal expenses, (xiii) certain acquisition related costs if applicable, and (xiv) other costs. We define Adjusted Net Income as net income 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) goodwill impairment, (viii) certain legal expenses, (ix) certain acquisition related costs if applicable, (x) other costs, and (xi) income tax (benefit) expense of adjustments. We define Free Cash Flow as Cash provided by (used in) operating activities less purchase of property, plant and equipment. 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 Neil Manning, President & COO
3 3Q 2024 Executive Summary (1) See Appendix for reconciliation of non-GAAP measures to the closest GAAP measure (2) 3Q24 net loss inclusive of ($162M) non-cash goodwill impairment charge $350.4 $231.4 3Q23 3Q24 ($M) Revenue 35.4% 33.8% 26.0% 24.9% $10.0 ($155.4) $57.4 $46.7 3Q23 3Q24 Net Income (Loss) Adj. EBITDA $71.6 $44.9 $69.4 $43.9 3Q23 3Q24 Op. Cash Flow Free Cash Flow 20.2%16.4% Gross Profit, Adj. Gross Profit(1) Gross Margin, Adj. Gross Margin(1) Operating Cash Flow, Free Cash Flow(1) (2) $87.4 $78.3 $91.0 $82.0 3Q23 3Q24 Gross Profit Adj. Gross Profit Net Income, Adj. EBITDA (1) Adj. EBITDA Margin(1) Revenue within Guidance Range ► Solid execution in both U.S. and international markets Strong Gross Margin Performance ► Driven by operational execution and optimization of 45X benefits for torque tube and structural fasteners Healthy Balance Sheet ► Generated $43.9 million of free cash flow to end 3Q’24 with a cash balance of $332.4 million Solid Orderbook and Business Momentum ► Orderbook of $2.0 billion as of September 30, 2024 ► OmniTrackTM now represents >20% of orderbook
4 Growth Trajectory for Solar Remains Promising Demand and Value Proposition for Solar Remains Strong Near-term Growth ProspectsMultiple Industry Tailwinds ► Solar energy remains the leading source of new electric capacity additions in the U.S., with 59% of all additions in the first half of 20241 ► Utility-scale solar remains one of the lowest cost options to satisfy rapidly growing energy needs2 (1) U.S. Energy Information Administration, Preliminary Monthly Electric Generator Inventory, June 2024 (2) Lazard LCOE+ 2024 Report (3) Moody’s Data Centers – Artificial Intelligence: Tech Giants’ Rapid Buildout of Data Centers to Meet AI Demand is Not Without Risk, 2024 (4) Global PV investment to surpass $500 billion in 2024, PV Magazine August 2024 (5) USA Utility-Scale new installations forecasts Wood Mackenzie and Bloomberg NEF, 2024 (6) Ranking of most used trackers in DG plants per Greener consultancy data ► Forecasted U.S. utility-scale solar new installation growth in ’25 cited as 7-9%5 ► ARRY’s 2025 forecast will reflect strong double-digit growth as a result of pushouts from ’24 to ’25, increased product offerings, and improved win rate in 2024 ► Array boasts leading market share for distributed generation projects in Brazil6 ► IRA legislation and bipartisan government support for utility-scale solar incentives ► AI-specific data center energy usage projected to grow by an average of 43% annually between 2023 and 20283 ► Global investment momentum continues ▪ Annual PV investment now greater than all other electricity generation technologies4
5 Current U.S. Market Dynamics Overall, market is stabilizing and improving from level of project pushouts witnessed in prior quarters Factors Facilitating Incremental Improvements in 2025: ► More favorable financing environment ► Clarity on AD/CVD tariffs ► Expected additional clarifications on domestic content; final 45X rule ► Utility-scale solar maintains bipartisan support Persisting Challenges for Customers: ► Permitting and interconnection delays ► Shortages of high-voltage circuit breakers and transformers ► EPC labor constraints
6 We Listen, We Innovate, We Deliver Persistent development and enhancements to our solutions portfolio 2015 2024 2025+ DuraTrack® HZ v3 ► Introduction of Passive Wind Stow ► Hail Alert Response ► SkyLink ► Automated Snow Response ► 77° Hail Stow Tracker ► Continuous Improvements 2023 2022 STI H2501 OmniTrack (1) ARRAY added STI H250 to its product portfolio following the completion of its acquisition of STI Norland in January 2022. ► Array/STI Optimized Dual-row Tracker ► Terrain Following Tracker
7 Financial Update Kevin Hostetler, CEO
8 Three Months Ended September 30, ($ in millions, except EPS Data) 2024 2023 Y/Y Revenue $231.4 $350.4 ($119.0) Gross margin 33.8% 24.9% + 890 bps Net income (loss) to Common Shareholders ($155.4) $10.0 ($165.4) Diluted EPS ($1.02) $0.07 ($1.09) Adjusted gross margin(1) 35.4% 26.0% +940 bps Adjusted EBITDA(1) $46.7 $57.4 ($10.7) Adjusted net income(1) $26.5 $31.7 ($5.2) Adjusted, diluted EPS(1) $0.17 $0.21 ($0.04) Free Cash Flow(1) $43.9 $69.4 ($25.5) 3Q 2024 Financial Results 3Q Snapshot Y/Y Comparison (1) See Appendix for reconciliation of non-GAAP measures to the closest GAAP measure ► Revenue down 34% primarily from lower volumes and ASP decline ► Adjusted gross margin increased to 35.4% from 26.0% driven by 45X benefits for torque tube and structural fasteners ► Adjusted EBITDA of $46.7M, compared to $57.4M in the prior year period driven by lower revenue base year-over- year, largely offset by solid gross margin performance ► $162M goodwill impairment associated with 2022 STI acquisition resulting in net loss to common shareholders
9 Full Year 2024 Guidance Update Full Year Ending December 31, 2024 Revenue $900 million to $920 million Prior: $0.9 billion to $1.0 billion Adjusted EBITDA(1) (2) $170 million to $180 million Prior: $185 million to $210 million Adjusted net income per common share(1) (2) $0.60 to $0.65 Prior: $0.64 to $0.74 (1) Guidance includes benefits related to Inflation Reduction Act torque tube and structural fastener 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 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. Planning Assumptions ► Adjusted GM of ~34%, inclusive of torque tube and structural fastener 45X benefits ► Adjusted G&A between $138 million - $140 million ► Effective tax rate for Adjusted net income per share: 20% - 21% ► ETR excludes impact of $162 million Goodwill impairment expense ► Capital Expenditures of ~$20 million ► Free Cash Flow of $100 million - $115 million
10 Appendix
11 Adjusted Gross Profit Reconciliation ($ in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenue 231,406 350,438 640,575 1,234,936 Cost of revenue 153,091 263,059 421,217 903,614 Gross profit 78,315 87,379 219,358 331,322 Gross margin 33.8 % 24.9 % 34.2 % 26.8 % Amortization of developed technology 3,639 3,640 10,918 10,918 Adjusted gross profit 81,954 91,019 230,276 342,240 Adjusted gross margin 35.4 % 26.0 % 35.9 % 27.7 %
12 Adjusted EBITDA Reconciliation (a) Represents certain legal fees and other related costs associated with (i) 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 subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) other litigation and legal matters. 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) For the nine months ended September 30, 2024, other costs represent costs related to Capped-Call accounting treatment evaluation. ($ in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net (loss) income $ (141,354) $ 23,098 $ (113,491) $ 117,898 Preferred dividends and accretion 14,080 13,091 41,332 38,359 Net (loss) income to common shareholders $ (155,434) $ 10,007 $ (154,823) $ 79,539 Other expense, net (3,541) (2,979) (11,023) (5,997) Foreign currency loss (gain), net 106 (207) 1,073 (273) Preferred dividends and accretion 14,080 13,091 41,332 38,359 Interest expense 8,264 13,064 25,818 35,372 Income tax expense 3,850 7,229 12,964 36,904 Depreciation expense 1,232 709 3,270 1,897 Amortization of intangibles 8,274 9,196 25,669 28,420 Amortization of developed technology 3,639 3,640 10,918 10,918 Equity-based compensation 2,023 3,350 6,851 11,930 Change in fair value of contingent consideration (39) 190 (271) 2,232 Goodwill impairment 162,000 — 162,000 — Certain legal expenses (a) 2,270 103 4,533 654 Other costs (b) — — 42 — Adjusted EBITDA $ 46,724 $ 57,393 $ 128,353 $ 239,955
13 Adjusted Net Income Reconciliation (a) Represents certain legal fees and other related costs associated with (i) 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 subsequently appealed. The appeal has been fully briefed, argued, and the Company is awaiting a decision, and (ii) other litigation and legal matters. 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) For the nine months ended September 30, 2024, other costs represent costs related to Capped-Call accounting treatment evaluation. (c) 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net (loss) income $ (141,354) $ 23,098 $ (113,491) $ 117,898 Preferred dividends and accretion 14,080 13,091 41,332 38,359 Net (loss) income to common shareholders $ (155,434) $ 10,007 $ (154,823) $ 79,539 Amortization of intangibles 8,274 9,196 25,669 28,420 Amortization of developed technology 3,639 3,640 10,918 10,918 Amortization of debt discount and issuance costs 1,551 4,125 4,652 9,123 Preferred accretion 6,947 6,394 20,417 18,792 Equity based compensation 2,023 3,350 6,851 11,930 Change in fair value of contingent consideration (39) 190 (271) 2,232 Goodwill impairment 162,000 — 162,000 — Certain legal expenses (a) 2,270 103 4,533 654 Other costs(b) — — 42 — Income tax expense of adjustments(c) (4,771) (5,354) (13,908) (16,106) Adjusted net income $ 26,460 $ 31,651 $ 66,080 $ 145,502
14 Adjusted EPS Reconciliation ($ in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (Loss) income per common share Basic $ (1.02) $ 0.07 $ (1.02) $ 0.52 Diluted $ (1.02) $ 0.07 $ (1.02) $ 0.52 Weighted average number of common shares outstanding Basic 151,9 23 151,0 68 151,69 1 150,86 5 Diluted 151,9 23 152,3 23 151,6 91 152,0 83 Adjusted net income per common share Basic $ 0.17 $ 0.21 $ 0.44 $ 1.00 Diluted $ 0.17 $ 0.21 $ 0.43 $ 0.99 Weighted average number of common shares outstanding Basic 151,9 23 151, 068 151,6 91 150, 865 Diluted 15 2,135 15 2,323 15 2,186 15 2,083 (Loss) inco e per co on share Basic $ (1.02) $ 0.07 $ (1.02) $ 0.52 Diluted $ (1.02) $ 0.07 $ (1.02) $ 0.52 Weighted average number of common shares outstanding Basic 151,923 151,068 151,691 150,865 Diluted 151,923 152,323 151,691 152,083 Adjusted net income per common share Basic $ 0.17 $ 0.21 $ 0.44 $ 0.96 Diluted $ 0.17 $ 0.21 $ 0.43 $ 0.96 Weighted average number of common shares outstanding Basic 151,923 151,068 151,691 150,865 Diluted 152,135 152,323 152,186 152,083
15 Free Cash Flow Reconciliation ($ in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net cash provided by operating activities 44,935 71,618 96,394 137,974 Purchase of property, plant and equipment (1,077) (2,191) (5,604) (11,615) Free cash flow 43,858 69,427 90,790 126,359