Array Technologies(ARRY) - 2025 Q4 - Annual Report

Revenue and Customer Base - The company generated 81% of its revenues from U.S. customers and 19% from international customers during the year ended December 31, 2025[280]. - The company’s largest customer accounted for 13.4% of total revenue in 2025, down from 15.6% in 2024, indicating a shift in customer concentration[314]. - During the year ended December 31, 2025, the two largest customers accounted for approximately 13.7% and 12.2% of total revenue[389]. - The largest customer accounted for 13.4% of total accounts receivable as of December 31, 2025, while the five largest customers accounted for 29.8%[388]. Financial Performance - Consolidated revenue for the year ended December 31, 2025 increased by $368.3 million, or 40%, compared to 2024, primarily driven by a 62% increase in revenue from Array Legacy Operations[336]. - Array Legacy Operations revenue increased by $408.8 million, or 62%, for the year ended December 31, 2025, primarily due to a volume increase of approximately 62%[337]. - STI Operations revenue decreased by $40.5 million, or 16%, for the year ended December 31, 2025, driven by a 20% decrease in volume, partially offset by a 5% increase in average selling price (ASP)[338]. - Consolidated cost of revenue increased by $367.5 million, or 59%, for the year ended December 31, 2025, in line with higher volume[339]. - Consolidated gross profit increased by $0.9 million, or 0.3%, for the year ended December 31, 2025, with a gross margin decrease to 23% from 33% in the prior year[339]. - Array Legacy Operations gross profit increased by $30.0 million, or 11%, for the year ended December 31, 2025, with a gross margin decrease to 28% from 41%[340]. - STI Operations gross profit decreased by $29.1 million, or 105%, for the year ended December 31, 2025, with a gross margin decrease to (1)% from 11%[341]. - General and administrative expenses increased by $38.0 million, or 24%, for the year ended December 31, 2025, primarily due to increased compensation costs and acquisition-related expenses[343]. - Consolidated interest income decreased by $4.9 million, or 29%, for the year ended December 31, 2025, primarily due to lower yields on cash management[348]. - Consolidated income tax expense increased by $33.2 million, or 326%, shifting from a tax benefit in 2024 to a tax expense in 2025, primarily due to a decrease in pre-tax loss[351]. Acquisitions and Investments - The APA Acquisition was completed for a total purchase consideration of approximately $185.4 million, including an earnout provision valued at approximately $19.3 million[281]. - The acquisition of APA involved cash consideration of $164.9 million, contributing to a total cash used in investing activities of $187.9 million for 2025[365]. - The Earnout Consideration from the APA acquisition is estimated at a fair value of $22.4 million as of December 31, 2025, based on a Monte-Carlo simulation method[376]. Cash Flow and Liquidity - For the year ended December 31, 2025, net cash provided by operating activities was $101.8 million, down from $153.98 million in 2024, while cash used in investing activities increased to $187.9 million[359][365]. - As of December 31, 2025, the Company had a cash balance of $244.4 million and net working capital of $492.0 million, with $137.9 million available under the revolving credit facility[360]. - The Company believes that operating cash flows will be sufficient to meet liquidity needs in the next 12 months and beyond[363]. - The Company posted surety bonds totaling approximately $215.5 million as of December 31, 2025, which do not adversely impact liquidity[358]. Debt and Financing - The Company entered into a senior secured credit facility with a $575 million term loan and a $200 million revolving credit facility, which was later amended to reduce commitments to $166 million and extend maturity to October 14, 2028[355]. - The Revolving Credit Facility was increased to $370 million and extended to February 18, 2031 under the Fifth Amendment[356]. - The Company repaid $233.9 million on its Term Loan Facility and $174.4 million of other debt during the financing activities of 2025[366]. - As of December 31, 2025, the Company's long-term debt was $658.7 million, with $12.8 million subject to variable-rate interest agreements[392]. - A 50 basis point change in interest rates would impact the expected annual interest expense by approximately $0.1 million[392]. Research and Development - R&D expenses totaled $9.9 million, $6.7 million, and $8.5 million for the years ended December 31, 2025, 2024, and 2023, respectively, out of total engineering expenses of $18.7 million, $17.0 million, and $16.7 million[288]. Market Conditions and Risks - The ongoing Russia-Ukraine war has led to increased logistics costs and material availability issues, impacting the company's procurement strategy[300]. - Disruptions in key shipping lanes have caused port congestion and increased shipping costs, prompting the company to enhance local sourcing efforts[301]. - Inflationary pressures are expected to negatively impact operations, leading the company to accelerate productivity initiatives and expand its supplier base[302]. - The USDOC's affirmative determinations on circumvention have resulted in AD/CVD orders on certain CSPV cells and modules, with cash deposit rates potentially exceeding 250%[303]. - The Company is exposed to market risk from fluctuations in steel and aluminum prices, which could impact operating margins[391]. Product Development and Innovation - The company shipped approximately 96 gigawatts of solar trackers to customers worldwide since its founding[280]. - The company’s flagship tracker, DuraTrack, utilizes a patented design that allows one motor to drive multiple rows of solar panels, enhancing efficiency and reliability[277]. - The company’s OmniTrack product, introduced in September 2022, requires significantly less grading and civil works permitting prior to installation[278]. Tax and Regulatory Matters - The company expects tax provisions from the OBBB to reduce its 2025 taxable income, improving near-term operating cash flows[293]. - The IRS issued guidance on domestic content bonus tax credits, with further clarifications in Notices 2024-41 and 2025-08, which may affect project timelines for customers[297]. - The domestic content threshold for solar facilities starting construction after June 16, 2025, has been increased, but the overall requirements for claiming the bonus credit remain unchanged[298]. Goodwill and Impairment - The Company recorded goodwill impairments totaling $102.6 million and $236.0 million for the years ended December 31, 2025 and 2024, respectively, related to the STI Operations reporting unit[379]. - The Company identified indicators of impairment related to its reporting units during the third and fourth quarters of 2024 due to a sustained decline in stock price[378]. - The Company performed quantitative goodwill impairment tests with the assistance of a third-party valuation specialist as of September 30, 2024, and December 31, 2024[378]. - The significant assumptions for fair value determination included revenue growth rate, forecasted EBITDA margin, and discount rate[380]. - As of December 31, 2025, the estimated fair value of the Array Legacy Operations reporting unit was significantly higher than its carrying balance[379]. Performance Metrics - MWs shipped is a key performance metric, with the company tracking changes in MWs to evaluate sales performance and market acceptance[316]. - Revenue growth is dependent on the expansion of solar energy projects and the company's ability to maintain market share and develop innovative products[322]. - A majority of revenue is recognized over time as work progresses, with adjustments made based on ongoing contract estimates[323].