Q3 2021 Array Technologies Inc Earnings Call

Greetings, ladies and gentlemen, and welcome to array technologies third quarter 2021 earnings conference call. At this time all participants are in a listen only mode. A question and answer session will follow the formal presentation should anyone require operator assistance on the conference. Please press star zero on your telephone keypad.

Now my pleasure to introduce your host Cody Mueller. Thank you you may begin.

Good evening and thank you for joining us on today's conference call to discuss the right technologies third quarter 2021 results.

For today's presentation are available on the Investor Relations section of our website array checking dotcom.

During this conference call management will make forward looking statements based on current expectations and assumptions, which are subject to risks and uncertainties.

Actual results could differ materially from our forward looking statements if any of our key assumptions are incorrect because of other factors discussed in today's earnings press release. The comments made during this conference call or in our latest reports and filings with the Securities and Exchange Commission, which can be found on our website array Tech Inc. Dot com.

We do not undertake any duty to update any forward looking statements.

Today's presentation also includes references to non-GAAP financial measures you should refer to the information contained in the Companys third quarter press release for definitional information and reconciliations of historical non-GAAP measures to comparable GAAP financial measures.

With that let me turn the call over to Jim a few sorrow array technologies CEO.

Thanks, Cody and good evening, everyone. Thank you for joining our third quarter earnings call. In addition to Coty I'm joined by Nipple Patel, Our Chief Financial Officer, and Brad Fourth our board Chairman.

I'll start off today by providing an update on our business then I'll turn it over to an equal to cover our third quarter financials, and then Brad will discuss our acquisition of STI.

Turning to page five of the slides.

Today, there are a couple of major themes that work in our business. The first the supply chain issues that have been impacting everyone in the solar business. Our continuing panels are still hard to get in both ocean and overland freight is incredibly constrained.

The result of project delays and higher shipping costs for suppliers like us.

Good news is that we are seeing both suppliers and customers adapt to this new environment prices are starting to stabilize albeit at higher levels. Our suppliers are charging us more but we're charging our customers more everyone is recognizing that longer lead times are required for everything.

We're not sure how long it will take for our business to return to what it was like but we do feel the situation is stabilizing and we are optimistic that we are getting to a place where there will be fewer and fewer supply chain related surprises now importantly, despite the supply chain challenges and higher prices demand for solar has only grown.

Stronger.

We have not had a single customer cancel an order and all of them are reporting rapidly growing project pipelines in every geography.

U S demand remains extraordinarily strong and we think there is additional upside if president <unk> plans for renewables passed Congress. We continue to monitor this very closely both the direct pay option for the ITC in the 10% ITC adder for domestic content.

The former could be a massive accelerant for the solar industry as it was when the original cash Grant program was implemented the latter could be an accelerant for array specifically, because we are able to source up to 90% of our bill of materials domestically something we do not believe our major competitors are able to do.

The strength of the market as well as our continued share gains are reflected in our order book, which was over $1 billion U S. For the first time in the company's history at the end of the third quarter that achievement is important because it comes on the heels of redesigning, our quoting and procurement processes during the second quarter, our new process, which was a chip.

<unk> for both our customers and suppliers has derisked our margins without impacting demand for our products. Most importantly, the orders we have been booking are at and sometimes above the gross margins that we have achieved historically.

That plus the fact that we are rapidly burning off the legacy orders that we booked at lower prices gives me the confidence to say that we have turned the corner on margins and are on a path to get our profitability back to where it was in 2020.

And finally, we told you when we partnered with Blackstone a few months ago that their capital was part of our plan to go on the offensive during this period of disruption.

You can see we have been doing that organically.

As evidenced by our order book and now also through M&A with our acquisition of STI.

We will talk a lot more about the deal later in our presentation.

But I will say now that I could not be more excited about the transaction, making STI part of array is a game changer for our international expansion strategy that is going to pay dividends for us next year.

Together, we see north of $200 million EBITDA next year, and that's before any synergies.

Now I'll turn to page six and talk a little bit more about our growth in the third quarter and our order book.

Revenues for the third quarter of 2021 were $192 million up 38% relative to last year that was slightly below our internal forecast because we had a few shipments to customers that were delayed as a result of logistics issues.

Demand during the quarter was extraordinarily strong with the third quarter, representing our third consecutive quarter with more than $300 million in new bookings.

As of September 30, we had over $1 billion and executed contracts awarded quarters up 35% versus the same time last year and a new record for the company.

The year over year growth is even more significant when you take into account the changes in composition of the order book from last year to this year last year $120 million of the $744 million or orders that customers place to qualify for the ITC before it stepped down in other words, we got some orders earlier last year than we would have normal.

In a normal year, which increased our backlog. This year there are no ITC related orders in our backlog.

Takeaway here is the growth in our order book is even more significant than the 35% because we have no ITC orders. This year every order we have represents near term projects that says the organic demand. We are seeing is tremendous couple that with what STI hasnt their order book and we are entering the fourth quarter with one.

One 4 billion in orders to put that in context that is 60% more than what we have generated in revenues for all of 2020.

Moving on to page seven.

We put together a picture of what our gross margins should look like in the fourth quarter and next year based on the orders we have in hand, and we expect to ship them, because our new quoting and procurement process closely matches. The prices, we agree with our customers to the prices we agree with our suppliers. We have a very good sense of what our gross margin will be on each quarter, we ship.

The blue bars in the graph show you how our gross margin evolve throughout this year, we saw our margins declined steadily as we worked off legacy orders, where we had a great price with customers prior to the run up in commodities. The gold bar shows you where gross margins are trending based on the order book and current delivery schedules.

Our gross margins go up after the third quarter because in each subsequent quarter the percentage of the legacy orders with lower prices becomes a smaller and smaller percentage of our total shipments and correspondingly the orders we booked under the new system become a larger and larger percentage of our shipments.

Punch line is that we expect to be back to our historical high teens to 20% margins by the second half of next year with incremental improvement beginning in the fourth quarter and continuing throughout next year.

Now importantly, there is still some risk to that mostly related to any delays in shipping our legacy backlog those orders dilute our margins. So the faster we burn them off the better our margins will be and vice versa and also further increases in freight costs, but I feel very good about our ability to deliver these numbers with that over to you nipple.

Thanks, Jim.

Turning to slide nine.

Revenues for the second quarter increased 38% to $192 1 million compared to $139 $5 million for the prior year period.

As Jim mentioned, the increase was driven by continued strong demand for our products, but also reflects a favorable comparison to the third quarter of last year, which had lower shipments as a result of the pull forward of orders into the first half of 2020 related to the ITC step down.

It is also important to note that we had approximately $40 million in shipments scheduled for this quarter were due to supplier delays or logistics unavailability, we're unable to ship prior to the end of the quarter.

Gross profit decreased to $9 3 million from $26 7 million in the prior year period.

Driven primarily by the majority of our shipments being legacy lower priced orders, coupled with higher input costs for commodities and logistics to fulfill those orders.

Gross margin decreased from 19, 2% to four 8% driven by this high concentration of contract signed prior to our change in process.

Going forward legacy orders will constitute fewer and fewer of our shipments which should result in higher gross margins.

Operating expenses decreased to $25 4 million compared to $31 8 million during the same period in the prior year.

The decrease was driven primarily by a $12 $7 million reduction in contingent consideration expense.

This expense represented earn out payments, we had to our founder which have now ceased.

Excluding contingent consideration expense operating expenses increased approximately $6 million, which reflects higher costs associated with being a public company as well as increased head count to support our growth.

Net loss attributable to common shareholders was $31 million compared to a net loss of $7 2 million. During the same period in the prior year and basic and diluted loss per share or negative <unk> 24, compared to basic and diluted loss per share of negative <unk> <unk> during the same period in the prior year.

It is important to note here that our net loss attributable to common shareholders was impacted by $5 5 million in preferred dividends this quarter with no comparable dividends last year.

Adjusted EBITDA decreased to a loss of $500000 compared to earnings of $16 6 million for the prior year period.

Adjusted net income decreased to a loss of $9 8 million compared to income of $12 4 million. During the same period in the prior year and adjusted basic and diluted net loss per share was <unk> <unk> compared to income per share of <unk> 10. During the same period in the prior year.

Again here, we have the impact of the $5 5 million in preferred dividends in the third quarter of this year.

Finally, our free cash flow for the period was negative $32 8 million versus positive $21 1 million for the same period in the prior year.

The use of cash during the quarter was primarily driven by investments in inventory as we increased our safety stock to protect ourselves against supplier delays and logistics issues in preparation for the ramp up in shipments were expecting going into next year.

Now turning to our outlook on slide 10.

During our second quarter call, we re initiated guidance and I wanted to provide an update on where we see ourselves within the range that we provided based on current market conditions.

As Jim mentioned, the macro environment continues to be challenging shipping costs are up supply chains remain extraordinarily stressed and labor markets are tight.

Those challenges are manifesting themselves and project delays, sometimes because materials are simply not available to begin construction, sometimes because customers are changing panel vendors midstream, which requires design changes that take time to implement and sometimes because EPC capacity is not available and sometimes because customers are simply choosing to wait because.

I think prices will move lower although that is rare.

We took all of that into account when we provided in our guidance range. The low end anticipated. The challenges we saw in the market continuing or even getting worse and the high end assumed some level of relief.

Unfortunately, we are increasingly seeing the former scenario. So while we will meet our guidance. We currently expect to come in at the lower end of the range for revenues adjusted EBITDA and adjusted EPS.

Now I'll turn it over to Brad to discuss in more detail the acquisition.

Thanks in April turning to slide 12, I'd like to provide an overview of STI norland.

<unk> is a leading European manufacturer of trackers. They were founded in 1996, and we can supply and trackers in 2002.

Over 12, Gigawatts of trackers ship or award headquarter.

Headquartered in Pamplona, Spain with manufacturing facilities in both Spain and Brazil.

<unk> produces a dual road tracker system that has one motor for every two rows. This low cost architecture is well suited to irregular train and regions with low wind <unk> snow load requirements.

<unk> enjoys leading positions in both Iberia and Latin America.

Top five global player it is.

The top three player in Spain, and it's the number one player in Brazil.

Currently owned by the founders family and our Spanish private equity firm and as you can see on the right. This business had last 12 month revenue of $413 million as of September 30 with growth gross margins in the 30% range EBITDA of $45 million and EBITDA margins.

21%.

It has a head count of approximately 200 people and as of September 30 had a backlog and awarded order value of approximately $416 million.

Slide 13.

We believe that this transaction provides a number of key benefits. It creates the largest solar tracker company in the world with leading positions in the United States Latin America and Europe.

STI is the leading provider of trackers in Brazil, where it's significantly larger than its next closest competitor.

It has a long standing relationship with many important global developers.

STI provides reliable products with a dual ROE architecture that is ideal for certain international markets.

In addition, we have the opportunity to drive incremental sales demand by offering a raised eurotrack products through STI sales channels.

Ah ran STI has very little overlap in terms of both geographies and customers and the combined company is expected to generate approximately 30% of its revenues from projects outside of the United States in 2022.

We expect the transaction to be margin and EPS accretive with the combined business is expected to generate 200 million plus of adjusted EBITDA in 2022, and that's before any synergies.

And lastly, the two companies will have over $750 million on combined purchasing creating opportunities for cost savings.

Turning to slide 14, we are creating a global leader.

<unk> will have unparalleled coverage of the largest markets for utility scale solar outside of China and India.

On the left you see array, which is the U S leader, having shipped over 30, gigawatts, providing a system with the lowest lifetime cost and currently with $1 billion.

Whereas STI is a Latin American leader and a top five player in Europe. It has 12 gigawatts of shifts and awarded orders.

<unk> the system with low upfront costs in certain markets and it has an order book of $416 million.

So you put the two together.

A global leader with over 42, Gigawatts shipped and awarded.

Which is equivalent to 23% of the installed utility scale capacity in North America, Europe, Latin America and Australia.

Array and STI will provide a full product suite to meet customer needs and.

And we will collectively enjoying an order book of $1 4 billion.

Slide 15.

As I mentioned array on STI norland are highly complementary with almost no customer overlap.

In terms of Sti's position, it's the number one player in Brazil significantly larger than any other participants.

It is a top three player in Spain, a top three player in other parts of Latin America, but in the U S where array is the leader it has a very limited presence.

And as you can see on the right and enjoys relationships with many important international customers.

As you will see on slide 16, STI Norland has delivered industry, leading growth and margins to the international market.

Its revenue has gone from $104 7 million euros in 2019 to almost $200 million last year.

This corresponds to $13 1 million of adjusted EBITDA in 2019 to 42 and a half in 2020 and the company is expecting significant growth in 2021.

As such we have incentivize them to deliver with an earn out structure. They will start receiving additional purchase price consideration to the extent that they are adjusted EBITDA exceeds 47 million euros in 2021 to a cap of $68 million the revenue range.

Roughly corresponds to those EBITDA figures.

Lastly, STI geographic mix is roughly a 60 40 split between Brazil and other international markets.

Slide 17.

I would now like to describe the Brazilian market, which is an attractive market for solar with more than 30 gigawatts of installations expected between 2000 22003.

Brazil is a country with a large population of over 200 million people, an almost two trillion dollars.

GDP.

It's generation capacity is projected to grow 34% over the next decade.

Greater than that of the U S.

Historically, Brazil has been very reliant on weather sensitive hydroelectric generation, which has been causing extreme price volatility during periods when water reservoirs are low.

Recent drugs, coupled with very attractive level wise cost of energy for solar and led to a significant increase in solar demand.

Brazil is the third best solar resorts globally.

And trackers are widely used in Brazil, with a 90 plus percent of adoption rates.

And lastly, solar capacity is expected to grow 400% between 2020 and 23rd.

Slide 18.

Besides being a very exciting market over the next decade, we think Brazil represents a terrific near term opportunity.

The market has historically been driven by government energy auctions. However, it's recently transitioning to a private power purchase agreement market driven by strong demand from industrial customers seeking to reduce their electricity costs.

Solar is highly competitive in Brazil with other forms of generation.

Recent auction prices in the 122 to 137 real per megawatt hour.

Which equates to roughly 22% to $25 U S per megawatt.

On top of this utility scale projects benefit from a 50% discount on transmission and distribution tariff, which make it very economical again electricity from solar plants to the customer.

But to be eligible for this this now projects must be registered before March of 2022, after which they will have four years to reach their commercial operation date.

With sunsetting of these discounts is driving significant near term demand as customers seek to lock in their equipment supply to meet these deb.

This is projected to give rise to approximately five gigawatts and demand next year and four eight gigawatts in 2023, which we believe equates to tracker demand of approximately a $1 billion U S. Dollar.

I would now like to hand, it back to <unk> to provide an overview of the transaction.

April.

Thanks, Brad.

Turning to slide 19, I will provide a brief summary of the terms of the transaction.

We are acquiring Sci for $570 million euro subject to certain adjustments based on the amount of cash debt and certain other items that MTI has.

The consideration is a combination of cash and stock.

The final purchase price will be determined at closing, but we currently expect the cash component will be approximately 351 million euro which is $407 million at current FX rates.

Will issue $13 9 million shares of array common stock to the seller.

The shareholders of STI will also be eligible for an earn out of up to $55 million euro in cash depending on the amount of EBITDA that STI generate in 2021.

The amount of earn out is determined by taking the difference between the actual EBITDA that STI generate and $47 million euro and multiplying by four with a maximum payout capped at $55 million Euro.

The earn out payment if any is made.

Not be paid until sometime in Q2 2022. After the 2021 audit is completed.

We are locking up the right stack that sellers will be receiving in the transaction for a period of six months with one exception.

If at any time after three months from the closing date, our stock is up more than 20% and stays there for 10 business days.

We're obligated to file a registration statement covering 20% of the shares the seller the seller's received in the deal.

The other 80% stays locked up for the remainder of the six month period.

Importantly, it's a.

Very small amount of stock that sellers are getting there are three of them in the largest of the three will be less than a 5% shareholder in array.

The closing of the transaction occurred 10 days after we receive any required regulatory approvals, but not earlier than January 11 2022.

We currently expect the acquisition will close sometime in Q1 2022.

Now I'll turn to page 20 to talk about our financing plan.

The summary cap table on this page outlines at a high level, what the balance sheet of the combined company would look like on a pro forma basis as of 932021.

As I mentioned earlier, we expect the cash consideration for the transaction to be approximately $407 million at.

At current FX rates and we have transaction costs that are in addition to that.

We plan to draw $100 million of the remaining $150 million preferred equity commitment that we have with Blackstone.

And we have obtained a $300 million bridge commitment for a new term loan that will allow us to close the transaction should we need it but we expect to pursue other debt financing alternatives between signing and closing.

We are still in the process of evaluating alternatives for the debt component, but we expect to be in the range of $325 million and its cost to be at or below our existing term loan which is priced at approximately 375%.

You will note that our share count goes up modestly to reflect the 13 million shares that will we will issue to the seller at closing as well as the $2 3 million shares that we will issue to Blackstone when we draw on their equity.

As Brad mentioned earlier, we expect the transaction to be very accretive to our 2020 to EPS with this capital structure before any synergies.

With that I will turn it back over to Jim to wrap up.

Thanks, Nicole I'll wrap up by saying I'm incredibly excited about the road ahead for array. We have successfully adapted our business model to the current environment and demonstrated that we can generate bookings in line with our historical gross margins.

The domestic supply chain, we have built is helping us to take market share and positions us to be an even bigger winter as U S content evolves into a competitive differentiator and with our acquisition of STI Norland, we are now equally well positioned to accelerate our international growth.

We continue to build a great company and I am more confident than ever that we will emerge from the current environment, even stronger than we were before and with that operator. Please open the line for questions.

Thank you, ladies and gentlemen, we will now be conducting a question and answer session. If you'd like to ask a question. Please press star one on your telephone keypad, a confirmation tone will indicate your line is no question queue. You May press star two if you'd like to remove your question from the queue for participants using speaker equipment. It may be necessary to pick up the handset before pressing the star keys.

Hello, Please poll for questions.

Our first question comes from the line of Brian Lee with Goldman Sachs. Please proceed with your question.

Hey, guys. Good afternoon, thanks for taking the questions.

And congrats on this STI announcement.

My first question was on the STI Norland business the margins, 30% growth pretty impressive can you speak to whats been able to drive them.

To those margin levels, which seem so far superior than yours and also your peers, how sustainable is that what's driving it and then.

What sort of synergies could you maybe see overtime and could those drive the core array business to get to those margin levels as well.

Yes, Hey, Brian It's in April how are you.

Yes, we're really excited about the STI deal and I think the reason that we're excited is their margin profile and they have a very good local supply chain in the region that they that they operate in.

As you know with our business, it's really important to have a built out supply chain locally because there is logistics costs and just better.

<unk> power when you have a local supply chain. So that's the reason we have that in Brazil is a good market where they have.

Very good local content, we think that thats going to be helped that's going to help us as we increase our business overtime.

Okay, and then any thoughts just kind of high level around potential synergies.

Right now from a synergy perspective, we know the two businesses together will have greater purchasing power as mentioned so we think those are the key synergies and we're looking at in initially.

Okay Fair enough and then just a second question here and I'll pass it on.

You mentioned, the build that better budget Bill.

I think theres differing interpretations around the steel content requirements to qualify for the domestic content.

Added bonus on the tax credit could you guys sort of articulate what your understanding is of.

The requirements needed to qualify for the bonus ITC do you need to have U S steel and attract or in order to qualify for domestic content or are you able to do that with panels and other hardware that.

Not necessarily.

<unk> represents the U S steel content and then assuming you do need U S steel and then trackers using U S steel.

That is still moves forward as written would you anticipate that.

Helps you on the on the volume demand side would you potentially see better margins and pricing for your products here domestically just wanted to wondering kind of what the implications might be if that does go through thanks guys.

Yeah, Hey.

Brian Snapple again, so I think that the way that the.

Legislation is written it helps us because of our U S supply chain and that we can we can pull up to 90%.

No.

From a content perspective, we.

That tracker itself will likely not do it but we will definitely be part of participate and help the developer get to that content level to participate in that.

In India patterns to the to the credit so from that perspective, we do feel that.

We have an advantage there and as far as longer term. We think yes. It is a competitive advantage that can help us overall and drive better margins. If we are the.

Primary COO.

Company that can drive with the U S supply chain. So we think that helps us overall.

Okay Fair enough I guess, maybe just a follow on to that nipple.

I know with the with the tractor being roughly 10% of the bomb you couldnt fulfill the entire domestic content requirement threshold with just U S trackers, but is it your understanding that you need to have the tracker and the panel too.

To aggregate above the domestic content threshold or could you do it with other components I guess, that's just sort of.

Clarification that we were hoping to get there.

Hey, Brian its Jim it's really the onus is upon the developer owner of the asset and how they get there. So certainly we provide advantage of up to 10 percentage youre talking today, where they get the balance is really up to them. So to the extent they source panels U S or elsewhere inverters whatever else makes up the balance.

A system, it's really going to be up to them that's outside of our control as we interpret it today.

Okay fair enough thanks, guys.

Thank you. Our next question comes from the line of Mark Strouse with Jpmorgan. Please proceed with your question.

Yes, thank you very much for taking our questions.

And thanks for all the detail on STI. This is very helpful.

One thing I didn't see though can you just give a bit more color.

Kind of what their manufacturing footprint looks like is there any change to your Capex light model going forward.

Yeah.

Hey, Mark with respect to the Capex no change going forward they have manufacturing presence in Brazil as well as in Spain. That's there are two primary locations with zero overlap with us. So we think thats another excellent opportunity for us to move forward with them going to market.

Okay.

And then can you just talk about how this deal came about was it shopped or.

Just any color there would be helpful.

Yes, Great question I mean, this is something that we management, Brian the balance of the board work all the time I'll start off with some of the key tenants that we look for with with within M&A and growth.

Growth value creation, how to build that portfolio extending our global reach advancing technology and then most importantly, a cultural fit and as we went through our pipeline, which we've told you in the past was fairly robust.

When it came to STI norland check the box and we saw that as just an excellent fit for us.

Okay very helpful. I will take the rest offline. Thanks.

Thank you our next question and the answer at this time that we ask that you. Please limit yourself to one question and no follow up. Our next question comes from the line of Colin Rusch with Oppenheimer. Please proceed with your question.

Thanks, So much guys you mentioned, a little bit of the product synergies, but it seems like youre addressing slightly different development sites.

The two products with the combined entity can you talk a little bit about the cross selling opportunities that you're seeing already.

The two companies combined.

Yes, Colin so if you were to look what they do extremely well is in region, where there is low wind.

Have a design architecture that we like and they're tandem configuration. So if you look at how they some of there.

Technology surrounding.

Their control algorithms and what we do it's really nice book ends if you were to look at tandem versus our 32 real connectivity.

And how they designed for low end and how we designed to high wind. So we see <unk> coming to the middle and really capturing significant share going forward and that's what we talk about some of the technology synergies there.

Well I'll take the rest of it offline just given that the COO.

Comments for first of all my question.

Thank you. Our next question comes from the line of Philip Shen with Roth. Please proceed with your question.

Hey, guys. Thanks for taking my questions.

Great job on the strong bookings clearly you're winning share here.

I think some of the key drivers are your.

Better price steel and localized manufacturing, allowing for that.

More or less reliable delivery times can.

Can you talk through how long do you think your advantage on that U S steel and the localized manufacturing footprint.

Lasse.

How is your competition responding and.

How long do you think that will lead us.

Hey, Phil It's Jim we will certainly we intend to continue.

With our lead with domestic supply, we run 90% or up to 90% of our bill of materials through the U S. That's substantial volume we've got long standing relationships.

So to the extent it takes our competitors to build those relationships to build out volume to get the necessary tooling and to design and I'll leave it to them to answer, but it's our intent to maintain that advantage and continue to build out and strengthen our U S supply chain by bringing in additional volume through this acquisition. So.

More to come.

Okay, Great and then.

As it relates to the cadence of revenues in 'twenty two given some of this project push outs due to limited module availability was wondering if you might be able to speak to.

That cadence you've had that slide in the past.

During the IPO and so forth.

But I was wondering if there might be an update on that cadence and then.

Also as it relates to the margin slide.

How much.

<unk> do you think you've baked into there.

Those.

Estimates for.

How margins trend by period.

Hey, Phil it's Nathan so as far as the cadence on revenue.

Because theres not an ITC step down we think of that as more linear in 2022 of course as we've talked about in the back in the past that Q2, Q3s tend to be a little bit higher quarters because of just seasonality in the SaaS build seasons in North America as far as your question on the gross margin slide that we showed we think.

There is still some there's still some things out there.

As far as headwinds that we're facing so we think that the ramp that we have shown is probably a good view of the short term but of course, we're going to look to overdrive, what we've shown here, but this is what we see right now.

Thank you as a reminder, ladies and gentlemen, we ask that you. Please limit yourself to one question. Our next question comes from the line of Mohit <unk> with Credit Suisse. Please proceed with your question.

Hey, Thanks for taking our questions just looking at the $200 million guidance and backing in.

North of 68 million EBITDA.

EBITDA composition from.

STI it seems like the core business isn't that isn't the 121 $40 million range is that the right way to think about it just wanted to square that with.

Prior assumptions for EBITDA generation.

Arrays core business. Thanks.

Yes, generally speaking I mean, we probably we can give you a better view of the total 2022 outlook in the Q4 call as we had mentioned.

But as we look at it today, that's kind of our view of the combined business the $200 million.

EBITDA.

Thanks <unk>.

Thank you. Our next question comes from the line of Joseph Osha with Guggenheim Partners. Please proceed with your question.

Hello, everyone and thanks for taking the question as you look out in 2022.

<unk> guidance that you provided at the gross margin level or to what extent.

Does that depend on passing on material price increases through to year end customer and I guess I'm trying to understand.

The extent to which those increases are walked in versus.

Now often thank you.

Hey, Joe it's in April so.

The material cost increases arent really an impact to what we said on here because of what we stated in Q2 with the change in our procurement and contracting process as you recall we.

We locked in the.

Commodity cost aspect of the bill of material once we've been awarded the order, which was new to our process and that's the essence of.

<unk> about north of 80% of the cost.

What we have for that order. So that's not really what impacted us obviously other costs logistics costs that that could vary and that's what could potentially change it but we don't think by a material amount.

Thank you.

Thank you. Our next question comes from the line of Tristan Richardson with <unk> Securities. Please proceed with your question.

Hi, Good evening guys I appreciate all the comments and clarity on how you see margins trending.

Especially as legacy procurement projects are delivered just thinking about some of the macro dynamics you guys outlined.

Does the trajectory margins sort of assume that some of those macro conditions abate in 2022.

There is kind of a trajectory assuming things stay the way they are today.

Yes, Hey Trust and it's in April so.

The way, we've kind of modeled it and showing it here is really the status quo. So we can only really look to see what we are at today and with their new contracting process, we've really de risked ourselves.

For a lot of that that volatility that we faced earlier in the year.

That's helpful. Thank you guys very much.

Thank you. Our next question comes from the line of Kashi Harrison with Piper Sandler. Please proceed with your question.

Good evening, good evening, everyone and thanks for taking the question.

I was wondering if you guys could dig a little bit deeper into the combined $1 $4 billion order book, how much of that order book relates to 2022, and then part and parcel with that is Q4, typically a seasonally slow or strong quarter from a bookings perspective. Thank you.

Yeah, Hey, Kash it's in April.

Generally speaking.

Order books that we've shown about 70% to 75% of that is really related to.

2022, so we feel really good about the momentum we have going into 2022 and as far as bookings Q4 is typically a lower booking quarter. Obviously this year with the strong demand that we're seeing we may that may be higher but typically if you look historically, it's been a slower booking quarter.

Thank you.

Thank you. Our next question comes from the line of Moses Sutton with Barclays. Please proceed with your question Hi.

Hi, Thanks for taking my questions on the $350 million in new orders first I just want to confirm that's of course pre STI. So thats the rate base business and then the $350 million how much of that is for 2022, and then just any thoughts on the cadence there in terms of the pacing July had about.

$135 million, which would be maybe 500 on a quarterly run rate. So have you seen any slowdown in that pacing since July so really any thoughts there.

On the awarded orders thanks.

Yes, sure. So hey, it's nipple again, so the $350 million of it thats almost all of it is in 2022 and we continue to book.

Quoting activity is still very high and we continue to have.

Big Big orders booked throughout the quarter, so we still see that momentum carrying forward.

Got it thank you and just one on adjusted EBITDA. The $200 million are you assuming any freight adjustment on that $200 million similar to the <unk> adjustment.

No that would be that would be our adjusted EBIT that we're selling.

<unk>.

Thank you.

Thank you ladies and gentlemen at this time there are no further questions. This concludes today's teleconference. You may disconnect. Your lines at this time. Thank you for your participation.

[music].

[music].

Greetings, ladies and gentlemen, and welcome to array technologies third quarter 2021 earnings conference call. At this time all participants are in a listen only mode. A question and answer session will follow the formal presentation.

Require operator assistance on the conference. Please press Star zero on your telephone keypad.

It is now my pleasure to introduce your host Cody Mueller. Thank you you may begin.

Good evening and thank you for joining us on today's conference call to discuss the right technologies third quarter 2021 results.

Slides for today's presentation are available on the Investor Relations section of our website array checking dot com.

During this conference call management will make forward looking statements based on current expectations and assumptions, which are subject to risks and uncertainties.

Actual results could differ materially from our forward looking statements if any of our key assumptions are incorrect because of other factors discussed in today's earnings press release. The comments made during this conference call or in our latest reports and filings with the Securities and Exchange Commission, which can be found on our website array Tech Inc. Dot com.

We do not undertake any duty to update any forward looking statements.

Today's presentation also includes references to non-GAAP financial measures.

Should refer to the information contained in the Companys third quarter press release for definitional information and reconciliations of historical non-GAAP measures to comparable GAAP financial measures.

With that let me turn the call over to Jim a few sorrow, alright Technologies' CEO.

Thanks, Cody and good evening, everyone. Thank you for joining our third quarter earnings call. In addition to Coty I'm joined by an April Patel, our Chief Financial Officer, and Brad Fourth our board Chairman.

I will start off today by providing an update on our business then I'll turn it over to an equal to cover our third quarter financials, and then Brad will discuss our acquisition of STI.

Turning to page five of the slides.

Today, there are a couple of major themes that work in our business. The first the supply chain issues that have been impacting everyone in the solar business. Our continuing panels are still hard to get in both ocean and overland freight is incredibly constrained.

The result is project delays and higher shipping costs for suppliers like us.

Good news is that we are seeing both suppliers and customers adapt to this new environment prices are starting to stabilize albeit at higher levels. Our suppliers are charging us more but we're charging our customers more everyone is recognizing that longer lead times required for everything.

We're not sure how long it will take for our business to return to what it was like but we do feel the situation is stabilizing and we are optimistic that we are getting to a place where there will be fewer and fewer supply chain related surprises now importantly, despite the supply chain challenges and higher prices demand for solar has only grown.

Stronger.

We have not had a single customer cancel an order and all of them are reporting rapidly growing project pipelines in every geography.

U S demand remains extraordinarily strong and we think there is additional upside if president <unk> plans for renewables passed Congress. We continue to monitor this very closely both the direct pay option for the ITC in the 10% ITC adder for domestic content.

The former could be a massive accelerant for the solar industry as it was when the original cash Grant program was implemented the latter could be an accelerant for our ray specifically, because we are able to source up to 90% of our bill of materials domestically something we do not believe our major competitors are able to do.

The strength of the market as well as our continued share gains are reflected in our order book, which was over $1 billion U S. For the first time in the company's history at the end of the third quarter that achievement is important because it comes on the heels of redesigning, our quoting and procurement processes during the second quarter, our new process, which was a chip.

<unk> for both our customers and suppliers has derisked our margins without impacting demand for our products. Most importantly, the orders we have been booking our app and sometimes above the gross margins that we have achieved historically.

That plus the fact that we are rapidly burning off the legacy orders that we booked at lower prices gives me the confidence to say that we have turned the corner on margins and are on a path to get our profitability back to where it was in 2020.

And finally, we told you when we partnered with Blackstone a few months ago that their capital was part of our plan to go on the offensive during this period of disruption.

You can see we have been doing that organically.

As evidenced by our order book and now also through M&A with our acquisition of STI.

We will talk a lot more about the deal later in our presentation.

But I will say now that I could not be more excited about the transaction, making STI part of array is a game changer for our international expansion strategy that is going to pay dividends for us next year.

Together, we see north of $200 million EBITDA next year, and that's before any synergies.

Now I'll turn to page six and talk a little bit more about our growth in the third quarter and our order book.

Revenues for the third quarter of 2021 were $192 million up 38% relative to last year that was slightly below our internal forecast as we had a few shipments to customers that were delayed as a result of logistics issues.

Demand during the quarter was extraordinarily strong with the third quarter, representing our third consecutive quarter with more than $300 million in new bookings.

As of September 30, we had over a $1 billion and executed contracts awarded quarters up 35% versus the same time last year and a new record for the company.

The year over year growth is even more significant when you take into account the changes in composition of the order book from last year to this year last year $120 million of the $744 million or orders that customers place to qualify for the ITC before it stepped down in other words, we got some orders earlier last year than we would have normal.

In a normal year, which increased our backlog. This year there are no ITC related orders in our backlog.

Takeaway here is the growth in our order book is even more significant than the 35% because we have no ITC orders. This year every order we have represent near term projects that says the organic demand. We are seeing is tremendous couple that with what STI hasnt their order book and we are entering the fourth quarter with one.

One 4 billion in orders to put that in context that is 60% more than what we have generated in revenues for all of 2020.

Moving on to page seven.

We put together a picture of what our gross margins should look like in the fourth quarter and next year based on the orders we have in hand, and we expect to ship them, because our new quoting and procurement process closely matches. The prices, we agree with our customers to the prices we agree with our suppliers. We have a very good sense of what our gross margin will be on each quarter, we ship.

The blue bars in the graph show you how our gross margin evolved throughout this year, we saw our margins declined steadily as we worked off legacy orders, where we had agreed price with customers prior to the run up in commodities. The gold bar shows you where gross margins are trending based on the order book and current delivery schedules.

Our gross margins go up after the third quarter because in each subsequent quarter the percentage of our legacy orders with lower prices becomes a smaller and smaller percentage of our total shipments and correspondingly the orders we booked under the new system become a larger and larger percentage of our shipments.

Punch line is that we expect to be back to our historical high teens to 20% margins by the second half of next year with incremental improvement beginning in the fourth quarter and continuing throughout next year.

Now importantly, there is still some risk to that mostly related to any delays in shipping our legacy backlog those orders dilute our margins. So the faster we burn them off the better our margins will be and vice versa and also further increases in freight costs, but I feel very good about our ability to deliver these numbers with that over to you nipple.

Thanks, Jim.

Turning to slide nine.

Revenues for the second quarter increased 38% to $192 1 million compared to $139 $5 million for the prior year period.

As Jim mentioned, the increase was driven by continued strong demand for our products, but also reflects a favorable comparison to the third quarter of last year, which had lower shipments as a result of the pull forward of orders into the first half of 2020 related to the ITC step down.

It is also important to note that we had approximately $40 million in shipments scheduled for this quarter were due to supplier delays or logistics unavailability, we're unable to ship prior to the end of the quarter.

Gross profit decreased to $9 3 million from $26 7 million in the prior year period.

Driven primarily by the majority of our shipments being legacy lower priced quarters, coupled with higher input costs for commodities and logistics to fulfill those orders.

Gross margin decreased from 19, 2% to four 8% driven by the high concentration of contract signed prior to our change in process.

Going forward legacy orders will constitute fewer and fewer of our shipments which should result in higher gross margins.

Operating expenses decreased to $25 4 million compared to $31 8 million during the same period in the prior year.

The decrease was driven primarily by a $12 $7 million reduction in contingent consideration expense.

This expense represented earn out payments, we had to our founder which have now ceased.

Excluding contingent consideration expense operating expenses increased approximately $6 million, which reflects higher costs associated with being a public company as well as increased head count to support our growth.

Net loss attributable to common shareholders was $31 million compared to a net loss of $7 2 million. During the same period in the prior year and basic and diluted loss per share of negative 24, compared to basic and diluted loss per share of negative <unk> <unk>. During the same period in the prior year.

It is important to note here that our net loss attributable to common shareholders was impacted by $5 $5 million in preferred dividends this quarter with no comparable dividends last year.

Adjusted EBITDA decreased to a loss of $500000 compared to earnings of $16 6 million for the prior year period.

Adjusted net income decreased to a loss of $9 8 million compared to income of $12 4 million. During the same period in the prior year and adjusted basic and diluted net loss per share was <unk> <unk> compared to income per share of <unk> 10. During the same period in the prior year.

Again here, we have the impact of the $5 $5 million in preferred dividends in the third quarter of this year.

Finally, our free cash flow for the period was negative $32 8 million versus positive $21 1 million for the same period in the prior year.

The use of cash during the quarter was primarily driven by investments in inventory as we increased our safety stock to protect ourselves against supplier delays and logistics issues in preparation for the ramp up in shipments were expecting going into next year.

Now turning to our outlook on slide 10.

During our second quarter call, we re initiated guidance and I wanted to provide an update on where we see ourselves within the range that we provided based on current market conditions.

As Jim mentioned, the macro environment continues to be challenging shipping costs are up supply chains remain extraordinarily stressed and labor markets are tight.

Those challenges are manifesting themselves and project delays, sometimes because materials are simply not available to begin construction, sometimes because customers are changing panel vendors midstream, which requires design changes that take time to implement and sometimes because EPC capacity is not available.

And sometimes because customers are simply choosing to wait because they.

Zinc prices will move lower although that is rare.

We took all of that into account when we provided our guidance range. The low end anticipated. The challenges we saw in the market continuing or even getting worse and the high end assumes some level of relief.

Unfortunately, we are increasingly seeing the former scenario. So while we will meet our guidance. We currently expect to come in at the lower end of the range for revenues adjusted EBITDA and adjusted EPS.

Now I'll turn it over to Brad to discuss in more detail at the acquisition.

Thanks in April.

Turning to slide 12, I'd like to provide an overview of STI norland.

<unk> is a leading European manufacturer of trackers. They were founded in 1996 and began supplying trackers in 2002.

Over 12, Gigawatts of trackers ship or award in your headquarter.

Headquartered in Pamplona, Spain with manufacturing facilities in both Spain and Brazil.

<unk> produces a dual road tracker system that has one motor for every two rows. This low cost architecture is well suited to irregular train and regions with low wind <unk> snow load requirements.

<unk> enjoys leading positions in both Iberia and Latin America.

Top five global player it is.

The top three player in Spain, and it's the number one player in Brazil.

Currently owned by the founders family and our Spanish private equity firm and as you can see on the right. This business had last 12 month revenue of $413 million as of September 30 with growth gross margins in the 30% range EBITDA of $45 million and EBITDA margins.

21%.

It has a head count of approximately 200 people and as of September 30 had a backlog and awarded order value of approximately $416 million.

Slide 13.

We believe that this transaction provides a number of key benefits. It creates the largest solar tracker company in the world with leading positions in the United States Latin America and Europe.

STI is the leading provider of trackers in Brazil, where it's significantly larger than our next closest competitor.

It has a long standing relationship with many important global developers.

STI provides reliable products with a bureau architecture that is ideal for certain international markets.

In addition, we have the opportunity to drive incremental sales demand by offering a raised eurotrack products through STI sales channels.

Ah ran STI has very little overlap in terms of both geographies and customers and the combined company is expected to generate approximately 30% of its revenues from projects outside of the United States in 2022.

We expect the transaction to be margin and EPS accretive with the combined business is expected to generate 200 million plus of adjusted EBITDA in 2022, and that's before any synergies.

And lastly, the two companies will have over $750 million combined purchasing creating opportunities for cost savings.

Turning to slide 14, we are creating a global leader.

Ray will have unparalleled coverage of the largest markets for utility scale solar outside of China and India.

On the left you see array, which is the U S leader, having shipped over 30, gigawatts, providing a system with the lowest lifetime cost and currently with $1 billion order book.

Whereas STI is a Latin American leader and a top five player in Europe. It has 12 gigawatts of shipped and awarded orders.

<unk> the system with low upfront costs in certain markets and it has an order book of $416 million.

So you put the two together.

A global leader with over 42, Gigawatts shipped and awarded.

Which is equivalent to 23% of the installed utility scale capacity in North America, Europe, Latin America and Australia.

Array and STI will provide a full product suite to meet customer needs and.

And we will collectively enjoying an order book of $1 4 billion.

Slide 15.

As I mentioned array on STI norland are highly complementary with almost no customer overlap.

In terms of Sti's position, it's the number one player in Brazil significantly larger than any other participants.

It's a top three player in Spain, a top three player in other parts of Latin America, but in the U S where array is the leader it has a very limited presence.

And as you can see on the right and enjoys relationships with many important international customers.

As you will see on slide 16, STI Norland has delivered industry, leading growth and margins to the international market.

Its revenue has gone from $104 7 million euros in 2019 to almost 200 million last year.

This corresponds to $13 1 million of adjusted EBITDA in 2019 to 42 and a half in 2020 and the company is expecting significant growth in 2021.

As such we have incentivize them to deliver with an earn out structure. They will start receiving additional purchase price consideration to the extent that they are adjusted EBITDA exceeds 47 million euros in 2021 to a cap of $68 million the revenue range.

Roughly corresponds to those EBITDA figures.

Lastly, Stis geographic mix is roughly a 60 40 split between Brazil and other international markets.

Slide 17.

I would now like to describe the Brazilian market, which is an attractive market for solar with more than 30 gigawatts of installations expected between 2020 and 23rd.

Brazil is a country with a large population of over 200 million people, an almost two trillion dollars of GDP.

Its generation capacity is projected to grow 34% over the next decade, a rate greater than that of the U S.

Historically, Brazil has been very reliant on weather sensitive hydroelectric generation, which has been causing extreme price volatility during periods when water reservoirs are low.

Recent drugs, coupled with very attractive level wise cost of energy for solar and led to a significant increase in solar demand.

Brazil is the third best solar resorts globally and.

And trackers are widely used in Brazil, with a 90 plus percent adoption rate.

And lastly, solar capacity is expected to grow 400% between 2020 and 23rd.

Slide 18.

Besides being a very exciting market over the next decade, we think Brazil represents a terrific near term opportunity.

The market has historically been driven by government energy auctions. However, it's recently transitioning to a private power purchase agreement market driven by strong demand from industrial customers seeking to reduce their electricity costs.

Solar is highly competitive in Brazil with other forms of generation with recent auction prices in the 122 to 137 real per megawatt hour.

Which equates to roughly 22% to $25 U S per megawatt.

On top of this utility scale projects benefit from a 50% discount on transmission and distribution tariff, which make it very economical again electricity from solar plants to the customer.

So it could be eligible for this this now projects must be registered before March of 2022, after which they will have four years to reach their commercial operation date.

With sunsetting of these discounts is driving significant near term demand as customers seek to lock in their equipment supply to meet these deb.

This is projected to give rise to approximately five gigawatts and demand next year and $4 eight gigawatts in 2023, which we believe equates to tracker demand of approximately a $1 billion U S. Dollar.

I would now like to hand, it back in April to provide an overview of the transaction.

April.

Thanks, Brad.

Turning to slide 19, I will provide a brief summary of the terms of the transaction.

We are acquiring Sci for $570 million euro subject to certain adjustments based on the amount of cash debt and certain other items that SDI has.

The consideration is a combination of cash and stock.

The final purchase price will be determined at closing, but we currently expect the cash component will be approximately 351 million euro which is $407 million at current FX rates.

Will issue $13 9 million shares of array common stock to the seller.

The shareholders of STI will also be eligible for an earn out of up to $55 million euro in cash depending on the amount of EBITDA that STI generate in 2021.

The amount of earn out is determined by taking the difference between the actual EBITDA that STI generate and $47 million euro and multiplying by four with a maximum payout capped at $55 million Euro.

The earn out payment if any is made.

Not be paid until sometime in Q2 2022. After the 2021 audit is completed.

We are locking up the rates back that sellers will be receiving in the transaction for a period of six months with one exception.

If at any time after three months from the closing date, our stock is up more than 20% and stays there for 10 business days.

We're obligated to file a registration statement covering 20% of the shares the seller to sell.

<unk> received in the deal.

The other 80% stays locked up for the remainder of the six month period.

Importantly.

It's a very small amount of stock.

We're getting there are three of them in the largest of the three will be less than a 5% shareholder in array.

The closing of the transaction occurred 10 days after we receive any required regulatory approvals, but not earlier than January 11 2022.

We currently expect the acquisition will close sometime in Q1 2022.

Now I'll turn to page 20 to talk about our financing plan.

The summary cap table on this page outlines at a high level, what the balance sheet of the combined company would look like on a pro forma basis as of 932021.

As I mentioned earlier, we expect the cash consideration for the transaction to be approximately $407 million at current FX rates and we have transaction costs that are in addition to that.

We plan to draw $100 million of the remaining $150 million preferred equity commitment that we have with Blackstone.

And we have obtained a $300 million bridge commitment for a new term loan that will allow us to close the transaction should we need it but we expect to pursue other debt financing alternatives between signing and closing.

We are still in the process of evaluating alternatives for the debt component, but we expect to be in the range of $325 million and its cost to be at or below our existing term loan which is priced at approximately 375%.

You will note that our share count goes up modestly to reflect the 13 million shares that will we will issue to the seller at closing as well as the $2 3 million shares that we will issue to Blackstone when we draw on their equity commitment.

As Brad mentioned earlier, we expect the transaction to be very accretive to our 2020 to EPS with this capital structure before any synergies.

With that I will turn it back over to Jim to wrap up.

Thanks April I'll wrap up by saying I'm incredibly excited about the road ahead for array. We have successfully adapted our business model to the current environment and demonstrated that we can generate bookings in line with our historical gross margins.

The domestic supply chain, we have built is helping us to take market share and positions us to be an even bigger winter as U S content evolves into a competitive differentiator.

With our acquisition of STI Norland, we are now equally well positioned to accelerate our international growth.

We continue to build a great company and I am more confident than ever that we will emerge from the current environment, even stronger than we were before and with that operator. Please open the line for questions.

Thank you, ladies and gentlemen, we will now be conducting a question and answer session. If you'd like to ask a question. Please press star one on your telephone keypad, a confirmation tone will indicate your line is no question queue. You May press star two if you'd like to remove your question from the queue.

Participants using speaker equipment, it may be necessary to pick up the handset before pressing the star Keith Hello, Please poll for questions.

Our first question comes from the line of Brian Lee with Goldman Sachs. Please proceed with your question.

Hey, guys. Good afternoon, thanks for taking the questions.

And congrats on this STI announcement.

My first question was on the STI Norland business the margins, 30% growth pretty impressive can you speak to what's been able to drive that.

<unk>.

To those margin levels, which seem so far superior than yours and also your peers, how sustainable is that what's driving it and then what.

What sort of synergies could you maybe see over time and then.

Drive the core array business to get to those margin levels as well.

Yes, Hey, Brian it's nipple how are you.

Yes, we're really excited about the STI deal and I think the reason that we're excited is their margin profile and they have a very good local supply chain in the regions that they that they operate and as you know with our business. It's really important to have a built out supply chain locally because there is logistics costs and just better.

Pricing power when you have a local supply chain. So that's the reason we have that in Brazil is a good market where they have.

A very good local content, we think that thats going to be helped that's going to help us as we increase our business overtime.

Yeah.

Okay, and then any thoughts just kind of high level around potential synergies.

Right now from a synergy perspective, we know the two businesses together will have greater purchasing power as mentioned so we think those are the key synergies that we're looking at in initially.

Okay Fair enough and then just a second question here and I'll pass it on.

You mentioned the build back better budget Bill.

I think theres differing interpretations around the steel content requirements to qualify for the domestic content.

Added bonus on the tax credit could you guys sort of articulate what your understanding is of.

The requirements needed to qualify for the bonus ITC do you need to have U S steel an attractor in order to qualify for domestic content or are you able to do that with panels and other hardware that don't necessarily represent the U S steel content.

And then assuming you do need U S steel and then trackers using U S steel.

That is still moves forward as written would you anticipate that.

Helps you on the volume demand side would you potentially see better margins and pricing for your products here domestically just wanted to wondering kind of what the implications might be if that does go through thanks, guys, Hey, Brian Snapple again, so I think that the way that the.

Legislation is written it helps us because of our U S supply chain and then we can we can pull up to 90%.

No.

From a content perspective, we think that a tracker itself will likely not do it but we will definitely be part of participate and help the developer get to that content level to participate in that.

In India patterns to the to the credit so from that perspective, we do feel that.

We have an advantage there and as far as longer term. We think yes. It is a competitive advantage that can help us overall and drive better margins. If we are the.

Primary <unk>.

Company that can drive with the U S supply chain. So we think that helps us overall.

Okay Fair enough I guess, maybe just a follow on to that nipple.

I know with the with the tractor being roughly 10% of the bomb you couldnt fulfill the entire domestic content requirement threshold with just U S trackers, but is it your understanding that you need to have the tracker and the panel too.

To aggregate above the domestic content threshold or could you do it with other components I guess, that's just sort of.

Clarification that we were hoping to get there.

Hey, Brian its Jim it's really the onus is upon the developer owner of the asset and how they get there. So certainly we provide advantage of up to 10 percentage youre talking today, where they get the balance is really up to them. So to the extent they source panels U S or elsewhere inverters whatever else makes up the balance.

A system, it's really going to be up to them that's outside of our control as we interpret it today.

Okay fair enough thanks, guys.

Thank you. Our next question comes from the line of Mark Strouse with Jpmorgan. Please proceed with your question.

Yes, thank you very much for taking our questions.

And thanks for all the detail on STI. This is very helpful.

One thing I didn't see though can you just give a bit more color.

Kind of what their manufacturing footprint looks like is there any change to your Capex light model going forward.

Hey, Mark with respect to the Capex no change going forward they have manufacturing presence in Brazil as well as in Spain. That's there are two primary locations with zero overlap with us. So we think thats another excellent opportunity for us to move forward with them going to market.

Okay.

And then can you just talk about how this deal came about was it shopped or.

Just any color there would be helpful.

Yes, Great question I mean, this is something that we management, Brian the balance of the board work all the time I'll start off with some of the key tenants that we look for with with within M&A and growth.

Growth value creation, how to build that portfolio extending our global reach advancing technology and then most importantly, a cultural fit and as we went through our pipeline, which we've told you in the past was fairly robust.

When it came to STI norland check the box and we saw that as just an excellent fit for us.

Okay very helpful I'll take the rest offline. Thanks.

Thank you our next question and the answer at this time that we ask that you. Please limit yourself to one question and no follow up our next.

<unk> comes from the line of Colin Rusch with Oppenheimer. Please proceed with your question.

Thanks, So much guys you mentioned, a little bit of the product synergies, but it seems like youre addressing slightly different development sites.

The two products with the combined entity can you talk a little bit about the cross selling opportunities that you're seeing already with the two companies.

Yes, Colin so if you were to look what they do extremely well is in region, where there is low wind.

Have a design architecture that we like and they're tandem configuration. So if you look at how they some of there.

Technology surrounding.

There are control algorithms when what we do it's really nice bookends. If you were to look at tandem versus our 32 real connectivity.

And how they designed for low end and how we designed to high wind. So we see <unk> coming to the middle and really capturing significant share going forward and that's what we talk about some of the technology synergies there.

Well I'll take the rest of it offline just given that the comments for first of all my question.

Thank you. Our next question comes from the line of Philip Shen with Roth. Please proceed with your question.

Hey, guys. Thanks for taking my questions.

Great job on the strong bookings clearly you're winning share here.

I think some of the key drivers are.

Better price steel and localized manufacturing, allowing for that.

More reliable delivery times can.

Can you talk through how long do you think your advantage on that U S steel and the localized manufacturing footprint.

Lasse.

How is your competition responding and.

How long do you think that will lead us.

Hey, Phil It's Jim we will certainly we intend to continue.

With our lead with domestic supply, we run 90% or up to 90% of our bill of materials through the U S. That's substantial volume we've got long standing relationships.

So to the extent it takes our competitors to build those relationships to build out volume to get the necessary tooling and to design and I'll leave it to them to answer, but it's our intent to maintain that advantage and continue to build out and strengthen our U S supply chain by bringing in additional volume through this acquisition. So.

More to come.

Okay, great. Thanks, and then.

As it relates to the cadence of revenues in 'twenty two given some of the project push outs due to limited module availability was wondering if you might be able to speak to.

That cadence you've had that slide in the past.

During the IPO and so forth.

But I was wondering if there might be an update on that cadence and then.

Also as it relates to the margin slide.

How much.

<unk> do you think you've baked into.

Those.

Estimates for.

How margins trend by period. Thanks.

Yeah, Hey, Paul it's Nathan so as far as the cadence on revenue.

Because theres not an ITC step down we think of that as more linear in 2022 of course as we've talked about in the back in the past that Q2 Q3 tend to be a little bit higher quarters because of just seasonality in the SaaS build seasons in North America as far as your question on the gross margin slide that we showed we think.

There is still some there's still some things out there.

As far as headwinds that we're facing so we think that the ramp that we have shown is probably a good view of the of the short term but of course, we're going to look to overdrive, what we've shown here, but this is what we see right now.

Thank you as a reminder, ladies and gentlemen, we ask that you. Please limit yourself to one question. Our next question comes from the line of Mohit <unk> with Credit Suisse. Please proceed with your question.

Hey, Thanks for taking our questions just looking at the $200 million guidance and backing in.

North of 68 million EBITDA.

Competition from.

It seems like the core business isn't that isn't the 121 $40 million range is that the right way to think about it just wanted to square that with.

Prior assumptions for EBITDA generation.

Arrays core business. Thanks.

Yes, generally speaking I mean, we probably we can give you a better view of the total 2022 outlook in the Q4 call as we've mentioned.

But as we look at it today, that's kind of our view of the combined business the $200 million.

EBITDA.

Thanks ill fill up their excellent color.

Thank you. Our next question comes from the line of Joseph Osha with Guggenheim Partners. Please proceed with your questions.

Hello, everyone and thanks for taking the question as you look out in 2022 and that that margin guidance that you provided at the gross margin level or to what extent.

Does that depend on passing on material price increases through to year end customer and I guess I'm trying to understand.

The extent to which those increases are walked in versus.

Thank you.

Hey, Joe it's in April so.

The material cost increases arent really an impact to what we said on here because of what we stated in Q2 with the change in our procurement and contracting process as you recall we.

We locked in the.

Commodity cost aspect of the bill of material once we've been awarded the order, which was new to our process and thats that.

<unk> locked in about north of 80% of the cost.

We have for that order. So that's not really what impacts that there is obviously other costs logistics costs that that could vary and that's what could potentially change it but we don't think by a material amount.

Thank you.

Thank you. Our next question comes from the line of Tristan Richardson with <unk> Securities. Please proceed with your question.

Hi, Good evening guys I appreciate all the comments and clarity on how you see margins trending.

Especially as legacy procurement projects are delivered just just thinking about some of the macro dynamics you guys outlined.

Does the trajectory margins sort of assume that some of those macro conditions abate in 2022.

Or is this kind of a trajectory assuming things stay the way they are today.

Yes, Hey, Tristan it's in April so.

The way, we've kind of modeled it and showing it here is really the status quo. So we can only really look to see what we are at today and with their new contracting process, we've really de risked ourselves for.

A lot of that.

That volatility that we faced earlier in the year.

That's helpful. Thank you guys very much.

Thank you. Our next question comes from the line of Kashi Harrison with Piper Sandler. Please proceed with your question.

Good evening, good evening, everyone and thanks for taking the question.

I was wondering if you guys could dig a little bit deeper into the combined $1 $4 billion order book, how much of that order book relates to 2022, and then part and parcel with that is Q4, typically a seasonally slow or strong quarter from a bookings perspective. Thank you.

Yeah, Hey, Kash it's in April.

Generally speaking.

The order books that we've shown about $70 to 75% of that is really related to two.

2022, so we feel really good about the momentum we have going into 2022 and as far as bookings Q4 is typically a lower booking quarter. Obviously this year with the strong demand that we're seeing we may that may be higher but typically if you look historically it's been.

Slower booking quarter.

Thank you.

Thank you. Our next question comes from the line of Moses Sutton with Barclays. Please proceed with your question Hi.

Hi, Thanks for taking my questions on the $350 million in new orders first I just want to confirm that's of course pre FDI. So thats a rate base business and then the $350 million how much of that is for 2022, and then just any thoughts on the cadence there in terms of the pacing July had about it.

$135 million, which would be maybe 500 on a quarterly run rate. So have you seen any slowdown in that pacing since July so really any thoughts there.

On the awarded orders thanks.

Yes, sure. So hey, it's nipple again, so the $350 million of it thats almost all of it is in 2022 and we continue to book.

Quoting activity is still very high and we continue to have.

Big Big orders booked throughout the quarter, so we still see that momentum carrying forward.

Got it thank you and just one on the adjusted EBITDA. The $200 million are you assuming any freight adjustment on that $200 million similar to the <unk> adjustment.

No that would be that would be our adjusted EBITDA that were selling.

Thank you.

Thank you ladies and gentlemen at this time there are no further questions.

Concludes today's teleconference. You may disconnect your lines at this time, thank you for your participation.

Q3 2021 Array Technologies Inc Earnings Call

Demo

Array Technologies

Earnings

Q3 2021 Array Technologies Inc Earnings Call

ARRY

Thursday, November 11th, 2021 at 10:00 PM

Transcript

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