Array Technologies Inc
For the period ended May 20, 2025. Filed Apr 8, 2025.
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May 20, 2025 · Filed Apr 8, 2025
Contents
APPENDIX AA-1
APPENDIX A
Non-GAAP Financial Measures
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) plus (i) other expense, net, (ii) foreign currency (gain) loss, net, (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) impairment of long-lived assets, (xii) goodwill impairment, (xiii) certain legal expenses, and (xiv) other costs. For purposes of our 2024 LIP and Six-Month LIP results, Adjusted EBITDA excludes certain realized benefits not in the original 2024 LIP design.
The following table reconciles Net income to Adjusted EBITDA:
| Net (loss) income | $(240,394) |
| Preferred dividends and accretion | 55,670 |
| Net (loss) income to common shareholders | $(296,064) |
| Other expense, net | (15,769) |
| Foreign currency loss (gain), net | 4,515 |
| Preferred dividends and accretion | 55,670 |
| Interest expense | 34,825 |
| Income tax (benefit) expense | (10,182) |
| Depreciation expense | 4,410 |
| Amortization of intangibles | 33,811 |
| Amortization of developed technology | 14,558 |
| Equity-based compensation | 10,349 |
| Change in fair value of contingent consideration | 125 |
| Long-lived assets impairment | 91,904 |
| Goodwill impairment | 236,000 |
| Certain legal expenses(a) | 6,773 |
| Other costs(b) | 2,628 |
| Adjusted EBITDA | $173,553 |
| Realized benefits not in original plan design | (36,456) |
| Adjusted EBITDA for 2024 LIP and Six-Month LIP | $137,097 |
| (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) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI, and (iii) 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. |
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| (b) | For the twelve months ended December 31, 2024, other costs also include costs related to Capped-Call accounting treatment evaluation and the settlement of a regional tax dispute. |
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| ARRAY TECHNOLOGIES | A-1 | 2025 PROXY STATEMENT |
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Adjusted Net Income
We define Adjusted net income as net income (loss) to common stockholders 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) impairment of long-lived assets, (viii) goodwill impairment, (ix) certain legal expenses, (x) other costs, and (xi) income tax (benefit) expense adjustments.
The following table reconciles Net income to Adjusted net income:
| Net (loss) income | $(240,394) |
| Preferred dividends and accretion | 55,670 |
| Net (loss) income to common shareholders | $(296,064) |
| Amortization of intangibles | 33,811 |
| Amortization of developed technology | 14,558 |
| Amortization of debt discount and issuance costs | 6,199 |
| Preferred accretion | 27,510 |
| Equity based compensation | 10,349 |
| Change in fair value of contingent consideration | 125 |
| Impairment of long-lived assets | 91,904 |
| Goodwill impairment | 236,000 |
| Certain legal expenses(a) | 6,773 |
| Other costs(b) | 2,628 |
| Income tax expense adjustments(c) | (42,596) |
|---|---|
| Adjusted net income | $91,197 |
| (Loss) income per common share | |
| Basic | $(1.95) |
| Diluted | $(1.95) |
| Weighted average number of common shares outstanding | |
| Basic | 151,754 |
| Diluted | 151,754 |
| Adjusted net income per common share | |
| Basic | $0.60 |
| Diluted | $0.60 |
| Weighted average number of common shares outstanding | |
| Basic | 151,754 |
| Diluted | 152,285 |
| (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) legal and success fees related to a regional tax dispute for a period prior to the acquisition of STI and (iii) 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. |
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| (b) | For the twelve months ended December 31, 2024, other costs also include costs related to Capped-Call accounting treatment evaluation and the settlement of a tax dispute. |
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| (c) | Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax. |
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| ARRAY TECHNOLOGIES | A-2 | 2025 PROXY STATEMENT |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.