UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-39613

ARRAY TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

83-2747826

(State or Other Jurisdiction)

(I.R.S. Employer Identification No.)

3901 Midway Place NE

Albuquerque

New Mexico

87109

(Address of principal executive offices)

(Zip Code)


(Registrant’s telephone number, including area code)			(505)			881-7567

(Former name, former address and former fiscal year, if changed since last report) N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value

ARRY

Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of November ~~7, 2022,~~3, 2023, there were ~~150,490,517~~151,216,480 shares of common stock, par value $0.001 per share, issued and outstanding.

Array Technologies, Inc.

Index to Form 10-Q


PART I - FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~(~~Loss~~)	45
	Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity ~~(Deficit)~~	56
	Condensed Consolidated Statements of Cash Flows	910
	Notes to Condensed Consolidated Financial Statements	1112
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3532
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5146
Item 4.	Controls and Procedures	5247

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	5450
Item 1A.	Risk Factors	5650
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5750
Item 3.	Defaults Upon Senior Securities	5750
Item 4.	Mine Safety Disclosures	5750
Item 5.	Other Information	5750
Item 6.	Exhibits	5751

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Array Technologies, Inc. ~~and Subsidiaries~~

Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except per share and share amounts)


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets
Current assets:						Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	62,778	$	367,670	Cash and cash equivalents	$	174,010	$	133,901
Accounts receivable, net		485,174		236,009
Inventories, net		269,775		205,653
Accounts receivable, net of allowance of $1,418 and $1,888, respectively						Accounts receivable, net of allowance of $1,418 and $1,888, respectively	427,664		421,183
Inventories						Inventories	216,018		233,159
Income tax receivables	Income tax receivables	12,765		9,052		Income tax receivables	367		3,532
Prepaid expenses and other	Prepaid expenses and other	41,309		33,649		Prepaid expenses and other	45,029		39,434
Total current assets	Total current assets	871,801		852,033		Total current assets	863,088		831,209

Property, plant and equipment, net	Property, plant and equipment, net	20,024		10,692		Property, plant and equipment, net	29,521		23,174
Goodwill	Goodwill	359,629		69,727		Goodwill	426,541		416,184
Other intangible assets, net	Other intangible assets, net	384,084		174,753		Other intangible assets, net	353,923		386,364
Deferred tax assets		18,785		9,345
Deferred income tax assets						Deferred income tax assets	—		16,466
Derivative assets						Derivative assets	64,130		—
Other assets	Other assets	27,502		26,429		Other assets	41,554		32,655
Total assets	Total assets	$	1,681,825	$	1,142,979	Total assets	$	1,778,757	$	1,706,052

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
LIABILITIES, REDEEMABLE PERPETUAL PREFERRED STOCK AND STOCKHOLDERS' EQUITY						LIABILITIES, REDEEMABLE PERPETUAL PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:						Current liabilities:
Accounts payable	Accounts payable	$	199,358	$	91,392	Accounts payable	$	171,730	$	170,430
Accounts payable - related party		478		610
Accrued expenses and other	Accrued expenses and other	91,102		38,494		Accrued expenses and other	72,638		54,895
Accrued warranty reserve	Accrued warranty reserve	4,237		3,192		Accrued warranty reserve	2,506		3,690
Income tax payable	Income tax payable	10,587		60		Income tax payable	6,143		6,881
Deferred revenue	Deferred revenue	154,692		99,575		Deferred revenue	100,757		178,922
Current portion of contingent consideration	Current portion of contingent consideration	—		1,773		Current portion of contingent consideration	1,814		1,200
Current portion of debt	Current portion of debt	47,686		4,300		Current portion of debt	38,767		38,691
Other current liabilities	Other current liabilities	4,981		5,909		Other current liabilities	6,155		10,553
Total current liabilities	Total current liabilities	513,121		245,305		Total current liabilities	400,510		465,262
Long-term liabilities
Deferred tax liability		74,139		—

Deferred income tax liabilities						Deferred income tax liabilities	69,928		72,606
Contingent consideration, net of current portion	Contingent consideration, net of current portion	7,113		12,804		Contingent consideration, net of current portion	7,805		7,387
Other long-term liabilities	Other long-term liabilities	9,113		5,557		Other long-term liabilities	21,820		14,808
Long-term warranty	Long-term warranty	3,852		—		Long-term warranty	3,421		1,786
Long-term debt, net of current portion	Long-term debt, net of current portion	725,109		711,056		Long-term debt, net of current portion	658,879		720,352
Total long-term liabilities		819,326		729,417
Total liabilities		1,332,447		974,722

Array Technologies, Inc. ~~and Subsidiaries~~

Condensed Consolidated Balance Sheets (unaudited) (continued)

(in thousands, except per share and share amounts)

September 30, 2022 December 31, 2021
Commitments and contingencies (Note 16)
Series A Redeemable Perpetual Preferred Stock of $0.001 par value - 500,000 authorized; 400,000 and 350,000 shares issued as of September 30, 2022 and December 31, 2021, respectively; liquidation preference of $400.0 million and $350.0 million as of September 30, 2022 and December 31, 2021, respectively 287,561 237,462
Stockholders’ equity (deficit)
Preferred stock of $0.001 par value - 4,500,000 shares authorized; none issued as of September 30, 2022 and December 31, 2021 — —
Common stock of $0.001 par value - 1,000,000,000 shares authorized; 150,334,261 and 135,026,940 shares issued as of September 30, 2022 and December 31, 2021, respectively 150 135
Additional paid-in capital 392,862 202,562
Accumulated deficit (258,360) (271,902)
Accumulated other comprehensive income (72,835) —
Total stockholders’ equity (deficit) 61,817 (69,205)
Total liabilities, redeemable perpetual preferred stock and stockholders’ equity $ 1,681,825 $ 1,142,979


	September 30, 2023		December 31, 2022
Total liabilities	1,162,363		1,282,201

Commitments and contingencies (Note 11)

Series A Redeemable Perpetual Preferred Stock of $0.001 par value - 500,000 authorized; 425,956 and 406,389 shares issued as of September 30, 2023 and December 31, 2022, respectively; liquidation preference of $493.1 million and $493.1 million at respective dates	337,929		299,570

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; 151,071,429 and 150,513,104 shares issued at respective dates	151		150
Additional paid-in capital	407,916		383,176
Accumulated deficit	(153,316)		(267,470)
Accumulated other comprehensive income	23,714		8,425
Total stockholders’ equity	278,465		124,281
Total liabilities, redeemable perpetual preferred stock and stockholders’ equity	$	1,778,757	$	1,706,052

~~The~~See accompanying ~~notes are an integral part of these condensed consolidated financial statements.~~Notes to Condensed Consolidated Financial Statements.

Array Technologies, Inc. ~~and Subsidiaries~~

Condensed Consolidated Statements of Operations (unaudited)

(in thousands, except per share amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenue	Revenue	$	515,024	$	188,686	$	1,235,475	$	633,442	Revenue	$	350,438	$	515,024	$	1,234,936	$	1,235,475
Cost of revenue		434,801		182,789		1,088,719		560,872
Cost of revenue:										Cost of revenue:
Cost of product and service revenue										Cost of product and service revenue	259,419		434,801		892,696		1,088,719
Amortization of developed technology										Amortization of developed technology	3,640		3,640		10,918		10,918
Total cost of revenue										Total cost of revenue	263,059		438,441		903,614		1,099,637
Gross profit	Gross profit	80,223		5,897		146,756		72,570		Gross profit	87,379		76,583		331,322		135,838

Operating expenses
Operating expenses:										Operating expenses:
General and administrative	General and administrative	38,911		18,493		107,881		58,279		General and administrative	37,432		38,703		115,825		113,064
Contingent consideration		(572)		936		(5,981)		1,071
Change in fair value of contingent consideration										Change in fair value of contingent consideration	190		(572)		2,232		(5,981)
Depreciation and amortization	Depreciation and amortization	23,364		5,984		70,405		17,949		Depreciation and amortization	9,552		21,258		29,361		63,237
Total operating expenses	Total operating expenses	61,703		25,413		172,305		77,299		Total operating expenses	47,174		59,389		147,418		170,320

Income (loss) from operations	Income (loss) from operations	18,520		(19,516)		(25,549)		(4,729)		Income (loss) from operations	40,205		17,194		183,904		(34,482)

Other income (expense)
Other expense, net		(399)		(297)		(27)		(497)
Other (expense) income:										Other (expense) income:
Other (expense), net										Other (expense), net	(446)		(1,092)		(127)		(2,295)
Interest income										Interest income	3,425		778		6,124		2,371
Legal settlement	Legal settlement	42,750		—		42,750		—		Legal settlement	—		42,750		—		42,750
Foreign currency gain (loss)	Foreign currency gain (loss)	(159)		—		1,968		—		Foreign currency gain (loss)	207		(159)		273		1,968
Change in fair value of derivative assets										Change in fair value of derivative assets	116		—		(1,140)		—
Interest expense	Interest expense	(8,746)		(13,109)		(23,709)		(28,769)		Interest expense	(13,064)		(8,831)		(35,372)		(23,812)
Total other income (expense)		33,446		(13,406)		20,982		(29,266)
Income (loss) before income tax (benefit) expense		51,966		(32,922)		(4,567)		(33,995)
Income tax (benefit) expense		11,144		(5,361)		(18,109)		(5,493)
Net income (loss)		40,822		(27,561)		13,542		(28,502)
Total other (expense) income										Total other (expense) income	(9,762)		33,446		(30,242)		20,982

Income (loss) before taxes										Income (loss) before taxes	30,443		50,640		153,662		(13,500)
Income tax expense (benefit)										Income tax expense (benefit)	7,229		9,996		39,508		(23,183)
Net income										Net income	23,214		40,644		114,154		9,683
Preferred dividends and accretion	Preferred dividends and accretion	12,257		5,479		36,045		5,479		Preferred dividends and accretion	13,091		12,257		38,359		36,045
Net income (loss) to common shareholders	Net income (loss) to common shareholders	$	28,565	$	(33,040)	$	(22,503)	$	(33,981)	Net income (loss) to common shareholders	$	10,123	$	28,387	$	75,795	$	(26,362)

Income (loss) per common share	Income (loss) per common share									Income (loss) per common share
Basic	Basic	$	0.19	$	(0.25)	$	(0.15)	$	(0.26)	Basic	$	0.07	$	0.19	$	0.50	$	(0.18)
Diluted	Diluted	$	0.19	$	(0.25)	$	(0.15)	$	(0.26)	Diluted	$	0.07	$	0.19	$	0.50	$	(0.18)
Weighted average number of common shares
Weighted average number of common shares outstanding										Weighted average number of common shares outstanding
Basic	Basic	150,322		130,955		149,604		128,315		Basic	151,068		150,322		150,865		149,604
Diluted	Diluted	151,382		130,955		149,604		128,315		Diluted	152,323		151,382		152,083		149,604

~~The~~Array Technologies, Inc.

Condensed Consolidated Statements of Operations (unaudited)

(in thousands, except per share amounts)

See accompanying ~~notes are an integral part of these condensed consolidated financial statements.~~Notes to Condensed Consolidated Financial Statements.

Array Technologies, Inc. ~~and Subsidiaries~~

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

(in thousands)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)		$	40,822	$	(27,561)	$	13,542	$	(28,502)
Net income										Net income	$	23,214	$	40,644	$	114,154	$	9,683
Change in foreign currency translation adjustments(1)	Change in foreign currency translation adjustments(1)	(34,106)		—		(72,835)		—		Change in foreign currency translation adjustments(1)	(22,495)		(30,807)		15,289		(19,340)

Comprehensive income (loss)	Comprehensive income (loss)	$	6,716	$	(27,561)	$	(59,293)	$	(28,502)	Comprehensive income (loss)	$	719	9,837		$	129,443	$	(9,657)

(1) The tax effect on other comprehensive income is not material.

~~The~~

See accompanying ~~notes are an integral part of these condensed consolidated financial statements.~~Notes to Condensed Consolidated Financial Statements.

Array Technologies, Inc. ~~and Subsidiaries~~

Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity ~~(Deficit)~~

(unaudited)

(in thousands)

Three Months Ended September 30, ~~2022~~2023

Temporary Equity Permanent Equity
Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock
Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity (Deficit)
Balance at June 30, 2022 413 $ 293,974 — $ — 150,279 $ 150 $ 401,614 $ (299,182) $ (38,729) $ 63,853
Equity-based compensation — — — — 55 — 4,097 — — 4,097
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees — — — — — — (592) — — (592)
Preferred cumulative dividends plus accretion — 12,257 — — — — (12,257) — — (12,257)
Dividends paid (13) (18,670) — — — — — — — —
Net income — — — — — — — 40,822 — 40,822
Other comprehensive loss — — — — — — — — (34,106) (34,106)
Balance at September 30, 2022 400 $ 287,561 — $ — 150,334 $ 150 $ 392,862 $ (258,360) $ (72,835) $ 61,817

~~Array Technologies, Inc. and Subsidiaries~~

~~Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity (Deficit)~~ ~~(continued)~~

~~(unaudited)~~

~~(in thousands)~~

~~Three Months Ended September 30, 2021~~

Temporary Equity Permanent Equity
Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock
Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity (Deficit)
Balance at June 30, 2021 — $ — — $ — 126,994 $ 127 $ 149,893 $ (222,440) $ (72,420)
Equity-based compensation — — — — — — 2,160 — 2,160
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees 350 229,799 — — — — — — —
Issuance of common stock, net — — — — 7,875 8 104,756 — 104,764
Preferred cumulative dividends plus accretion — 5,479 — — — — (5,479) — (5,479)
Net loss — — — — — — — (27,561) (27,561)
Balance at September 30, 2021 350 $ 235,278 — $ — 134,869 $ 135 $ 251,330 $ (250,001) $ 1,464


	Temporary Equity			Permanent Equity
	Series A Redeemable Perpetual Preferred Stock			Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance at June 30, 2023	419	$	324,838	—	$	—	151,049	$	151	$	417,624	$	(176,530)	$	46,209	$	287,454
Equity-based compensation	—	—		—	—		22	—		3,383		—		—		3,383
Preferred cumulative dividends plus accretion	7	13,091		—	—		—	—		(13,091)		—		—		(13,091)
Net income	—	—		—	—		—	—		—		23,214		—		23,214
Other comprehensive loss	—	—		—	—		—	—		—		—		(22,495)		(22,495)
Balance at September 30, 2023	426	$	337,929	—	$	—	151,071	$	151	$	407,916	$	(153,316)	$	23,714	$	278,465

Array Technologies, Inc. ~~and Subsidiaries~~

Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity ~~(Deficit)~~ (continued)

(unaudited)

(in thousands)

~~Nine~~Three Months Ended September 30, 2022

Temporary Equity Permanent Equity
Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock
Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity (Deficit)
Balance at December 31, 2021 350 $ 237,462 — $ — 135,026 $ 135 $ 202,562 $ (271,902) $ — $ (69,205)
Equity-based compensation — — — — 161 — 11,454 — — 11,454
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees 50 32,724 — — — — (1,172) — — (1,172)
Issuance of common stock, net — — — — 15,147 15 216,063 — — 216,078
Preferred cumulative dividends plus accretion 13 36,045 — — — — (36,045) — — (36,045)
Dividends paid (13) (18,670) — — — — — — — —
Net income — — — — — — — 13,542 — 13,542
Other comprehensive loss — — — — — — — — (72,835) (72,835)
Balance at September 30, 2022 400 $ 287,561 — $ — 150,334 $ 150 $ 392,862 $ (258,360) $ (72,835) $ 61,817


	Temporary Equity			Permanent Equity
	Series A Redeemable Perpetual Preferred Stock			Preferred Stock		Common Stock
	Shares	Amount		Shares	Amount	Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at June 30, 2022	413	$	293,974	—	—	150,279	$	150	$	401,614	$	(302,863)	$	11,467	$	110,368
Equity-based compensation	—	—		—	—	55	—		4,097		—		—		4,097
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees	—	—		—	—	—	—		(592)		—		—		(592)
Preferred cumulative dividends plus accretion	—	12,257		—	—	—	—		(12,257)		—		—		(12,257)
Dividends paid	(13)	(18,670)		—	—	—	—		—		—		—		—
Net income	—	—		—	—	—	—		—		40,644		—		40,644
Other comprehensive loss	—	—		—	—	—	—		—		—		(30,807)		(30,807)
Balance at September 30, 2022	400	$	287,561	—	—	150,334	$	150	$	392,862	$	(262,219)	$	(19,340)	$	111,453

Array Technologies, Inc. ~~and Subsidiaries~~

Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity ~~(Deficit)~~ (continued)

(unaudited)

(in thousands)

Nine Months Ended September 30, ~~2021~~2023

Temporary Equity Permanent Equity
Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock
Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity (Deficit)
Balance at December 31, 2020 — $ — — $ — 126,994 $ 127 $ 140,473 $ (221,499) $ (80,899)
Equity-based compensation — — — — — — 11,580 — 11,580
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees 350 229,799 — — — — — — —
Issuance of common stock, net — — — — 7,875 8 104,756 — 104,764
Preferred cumulative dividends plus accretion — 5,479 — — — — (5,479) — (5,479)
Net loss — — — — — — — (28,502) (28,502)
Balance at September 30, 2021 350 $ 235,278 — $ — 134,869 $ 135 $ 251,330 $ (250,001) $ 1,464


	Temporary Equity			Permanent Equity
	Series A Redeemable Perpetual Preferred Stock			Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance at December 31, 2022	406	$	299,570	—	$	—	150,513	$	150	$	383,176	$	(267,470)	$	8,425	$	124,281
Equity-based compensation	—	—		—	—		558	1		11,694		—		—		11,695
Correction of the Capped Call and Put Option errors (see Note 1)	—	—		—	—		—	—		52,914		—		—		52,914
Preferred cumulative dividends plus accretion	20	38,359		—	—		—	—		(39,868)		—		—		(39,868)
Net income	—	—		—	—		—	—		—		114,154		—		114,154
Other comprehensive income	—	—		—	—		—	—		—		—		15,289		15,289
Balance at September 30, 2023	426	$	337,929	—	$	—	151,071	$	151	$	407,916	$	(153,316)	$	23,714	$	278,465

Array Technologies, Inc.

Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity (continued)

(unaudited)

(in thousands)

Nine Months Ended September 30, 2022


	Temporary Equity			Permanent Equity
	Series A Redeemable Perpetual Preferred Stock			Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at December 31, 2021	350	$	237,462	—	$	—	135,027	$	135	$	202,562	$	(271,902)	$	—	$	(69,205)
Equity-based compensation	—	—		—	—		161	—		11,454		—		—		11,454
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees	50	32,724		—	—		15,146	15		214,891		—		—		214,906
Preferred cumulative dividends plus accretion	13	36,045		—	—		—	—		(36,045)		—		—		(36,045)
Dividends paid	(13)	(18,670)		—	—		—	—		—		—		—		—
Net income	—	—		—	—		—	—		—		9,683		—		9,683
Other comprehensive income	—	—		—	—		—	—		—		—		(19,340)		(19,340)
Balance at September 30, 2022	400	$	287,561	—	$	—	150,334	$	150	$	392,862	$	(262,219)	$	(19,340)	$	111,453

~~The~~See accompanying ~~notes are an integral part of these condensed consolidated financial statements.~~

Notes to Condensed Consolidated Financial Statements.

Array Technologies, Inc. ~~and Subsidiaries~~

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)


		Nine Months Ended September 30,					Nine Months Ended September 30,
		2022		2021			2023		2022
Cash flows from operating activities
Net income (loss)		$	13,542	$	(28,502)
Adjustments to reconcile net income (loss) to net cash provided by, (used in) operating activities:
Operating activities:						Operating activities:
Net income						Net income	$	114,154	$	9,683
Adjustments to net income:						Adjustments to net income:
Provision for (recovery of) bad debts	Provision for (recovery of) bad debts	660		(574)		Provision for (recovery of) bad debts	(117)		660
Deferred tax expense		(30,928)		(7,036)
Deferred tax expense (benefit)						Deferred tax expense (benefit)	284		(36,002)
Depreciation and amortization	Depreciation and amortization	71,207		19,454		Depreciation and amortization	30,318		64,039
Amortization of developed technology						Amortization of developed technology	10,918		10,918
Amortization of debt discount and issuance costs	Amortization of debt discount and issuance costs	5,003		13,653		Amortization of debt discount and issuance costs	9,123		5,003
Equity-based compensation	Equity-based compensation	11,677		11,706		Equity-based compensation	11,695		11,677
Contingent consideration	Contingent consideration	(5,981)		1,071		Contingent consideration	2,232		(5,981)
Warranty provision	Warranty provision	4,341		305		Warranty provision	451		4,341
Provision for inventory obsolescence		(2,333)		654
Changes in operating assets and liabilities, net of business acquisition
Write-down of inventories						Write-down of inventories	4,587		(2,333)
Change in fair value of derivative assets						Change in fair value of derivative assets	1,140		—
Changes in operating assets and liabilities, net of business acquisition:						Changes in operating assets and liabilities, net of business acquisition:
Accounts receivable	Accounts receivable	(139,036)		(50,840)		Accounts receivable	(6,364)		(139,036)
Inventories	Inventories	(14,273)		(55,321)		Inventories	12,554		(14,273)
Income tax receivables	Income tax receivables	(3,610)		9,676		Income tax receivables	3,165		(3,610)
Prepaid expenses and other	Prepaid expenses and other	11,146		(5,770)		Prepaid expenses and other	(2,140)		16,329
Accounts payable	Accounts payable	42,205		1,948		Accounts payable	14,443		42,073
Accounts payable - related party		(132)		(1,622)
Accrued expenses and other	Accrued expenses and other	41,271		1,683		Accrued expenses and other	18,484		41,271
Warranty payments	Warranty payments	(373)		—		Warranty payments	—		(373)
Income tax payable	Income tax payable	2,951		(8,185)		Income tax payable	(738)		2,951
Lease liabilities	Lease liabilities	1,914		337		Lease liabilities	(8,050)		1,914
Deferred revenue	Deferred revenue	34,772		(68,474)		Deferred revenue	(78,165)		34,772
Net cash provided by, (used in) operating activities		44,023		(165,837)
Cash flows from investing activities
Net cash provided by operating activities						Net cash provided by operating activities	137,974		44,023
Investing activities:						Investing activities:
Purchase of property, plant and equipment	Purchase of property, plant and equipment	(6,690)		(2,252)		Purchase of property, plant and equipment	(11,615)		(6,690)
Acquisition of STI, net of cash acquired	Acquisition of STI, net of cash acquired	(373,816)		—		Acquisition of STI, net of cash acquired	—		(373,816)
Investment in equity security		—		(11,975)
Net cash used in investing activities	Net cash used in investing activities	(380,506)		(14,227)		Net cash used in investing activities	(11,615)		(380,506)
Cash flows from financing activities
Financing activities:						Financing activities:
Proceeds from Series A issuance	Proceeds from Series A issuance	33,098		224,987		Proceeds from Series A issuance	—		33,098
Proceeds from common stock issuance	Proceeds from common stock issuance	15,885		120,645		Proceeds from common stock issuance	—		15,885
Series A equity issuance costs	Series A equity issuance costs	(1,167)		(7,195)		Series A equity issuance costs	(1,509)		(1,167)
Common stock issuance costs	Common stock issuance costs	(450)		(3,873)		Common stock issuance costs	—		(450)
Dividends paid on Series A Preferred		(18,670)		—
Dividends on Series A Preferred						Dividends on Series A Preferred	—		(18,670)
Payments on revolving credit facility	Payments on revolving credit facility	(116,000)		(102,000)		Payments on revolving credit facility	—		(116,000)
Proceeds from revolving credit facility						Proceeds from revolving credit facility	—		116,000
Proceeds from issuance of other debt	Proceeds from issuance of other debt	39,219		—		Proceeds from issuance of other debt	60,516		39,219
Proceeds from revolving credit facility		116,000		102,000
Principal payments on term loan facility						Principal payments on term loan facility	(73,225)		—

910

Array Technologies, Inc. ~~and Subsidiaries~~

Condensed Consolidated Statements of Cash Flows (unaudited) (continued)

(in thousands)


		Nine Months Ended September 30,					Nine Months Ended September 30,
		2022		2021			2023		2022
Principal payments on debt		(33,286)		(132,150)
Contingent consideration		(1,483)		(7,810)
Debt issuance costs		—		(6,590)
Net cash provided by financing activities		33,146		188,014
Principal payments on other debt						Principal payments on other debt	(69,024)		(33,286)
Contingent consideration payments						Contingent consideration payments	(1,200)		(1,483)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	(84,442)		33,146
Effect of exchange rate changes on cash and cash equivalent balances	Effect of exchange rate changes on cash and cash equivalent balances	(1,555)		—		Effect of exchange rate changes on cash and cash equivalent balances	(1,808)		(1,555)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(304,892)		7,950		Net change in cash and cash equivalents	40,109		(304,892)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	367,670		108,441		Cash and cash equivalents, beginning of period	133,901		367,670
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	62,778	$	116,391	Cash and cash equivalents, end of period	$	174,010	$	62,778

Supplemental Cash Flow Information	Supplemental Cash Flow Information					Supplemental Cash Flow Information
Cash paid for interest						Cash paid for interest	$	36,136	$	22,226
Cash paid for income taxes (net of refunds)						Cash paid for income taxes (net of refunds)	$	36,797	$	1,189

Non-cash Investing and Financing Activities						Non-cash Investing and Financing Activities
Dividends accrued on Series A Preferred						Dividends accrued on Series A Preferred	$	19,567	$	—
Stock consideration paid for acquisition of STI	Stock consideration paid for acquisition of STI	$	200,224	$	—	Stock consideration paid for acquisition of STI	$	—	$	200,224

~~The~~See accompanying ~~notes are an integral part of these condensed consolidated financial statements.~~Notes to Condensed Consolidated Financial Statements.

1011

Array Technologies, Inc. ~~and Subsidiaries~~

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Organization, Business and ~~Business~~Out-of-Period Adjustments

Array Technologies, Inc. (the “Company”), formerly ATI Intermediate Holdings, LLC, is a Delaware corporation formed in December 2018 as a wholly owned subsidiary of ATI Investment Parent, LLC (“Former Parent”). On October 14, 2020, the Company converted from a Delaware limited liability company to a Delaware corporation and changed the Company’s name to Array Technologies, Inc. The Company is headquartered in Albuquerque, New Mexico, and manufactures and supplies solar tracking systems and related products for customers across the United States and internationally. The Company, through its wholly-owned subsidiary, ATI Investment Sub, Inc., owns subsidiaries through which it conducts substantially all operations.

Acquisition of STI Norland

On January 11, 2022, ~~(the “Acquisition Date”),~~ the Company acquired 100% of the share capital of Soluciones Técnicas Integrales Norland, S.L.U., a Spanish private limited liability Company, and its subsidiaries (collectively, “STI”) with cash and common stock of the Company (the “STI Acquisition”). The STI Acquisition was accounted for as a business combination. ~~See~~ ~~Note 3 – Acquisition of STI~~.

~~After~~Upon completion of the ~~acquisition of~~ STI Acquisition, the Company began operating as two reportable operating segments: the Array legacy operating segment (the “Array Legacy Operations”) and the newly acquired operations (the “STI Operations”) pertaining to STI.

Out-of-Period Adjustment for the Correction of Errors

During the first quarter of fiscal year 2023, the Company identified certain errors in its previously issued financial statements that have been corrected through a cumulative out-of-period adjustment in the condensed consolidated financial statements as of and for the three months ended March 31, 2023. The Company has concluded that the errors are not material to the previously issued financial statements and the cumulative out-of-period adjustment for the correction of these errors is not material to the financial statements for the three months ended March 31, 2023. Below is a summary of each of the errors corrected and a summary of the cumulative impact.

Capped Calls

As discussed in Note 10 – Debt of the Company’s consolidated financial statements for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2023, in November 2021 the Company paid $52.9 million to enter into capped call option agreements (the “Capped Calls”) to reduce the potential dilution to holders of the Company’s common stock after a conversion of the Company’s Convertible Notes (as defined below). The Company originally concluded that the Capped Calls met the criteria for equity classification because the Capped Calls are indexed to the Company’s common stock, and the Company has discretion to settle the Capped Calls in shares or cash. As a result, the Company originally recorded the amount paid for the Capped Calls as a reduction to additional paid-in capital of $52.9 million, offset by $12.4 million of income taxes.

When the Company entered into the Capped Calls, the Company executed certain side letters (the “Side Letters”) with the counterparties that replaced some of the terms described in the primary contract including the volatility inputs used to value the Capped Calls under certain circumstances. Upon further evaluation, the Company has concluded that the modification to the volatility inputs precludes the Capped Calls from being

Array Technologies, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

indexed to its own stock because there is the possibility that the Capped Calls will settle at an amount that exceeds fair value and, therefore, prevents the Capped Calls from being classified as equity.

In addition, the Side Letters also provide for certain adjustments to settlement amounts on the basis of holder-specific taxes which are impermissible inputs to the valuation that also prevents the Capped Calls from being indexed to the Company’s own stock, and therefore, prevents the Capped Calls from being classified as equity. As a result, for the three months ended March 31, 2023, the Company has concluded that the cash paid for the Capped Calls should have been recorded as an asset of $52.9 million with the asset being subsequently marked to market at the end of each accounting period.

Additional Closing Purchased Put Option

As discussed in Note 11 – Redeemable Perpetual Preferred Stock, of the Company’s consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2023, in August 2021 the Company entered into a Securities Purchase Agreement (the “SPA”) with certain Purchasers (as defined below), which gives the Company the option to require the Purchasers to purchase up to an additional 150,000 shares of Series A Shares (as defined below) and up to 3,375,000 shares of common stock for $148.0 million until June 30, 2023 (the “Put Option”), which has expired. Upon issuance of the Put Option, the Company recorded a reduction to additional paid-in-capital of approximately $12.4 million because the Company originally concluded that the Put Option should be classified as equity.

During the first quarter of 2023, the Company reconsidered the provisions of this option. Because the Series A Shares underlying the Put Option could potentially require redemption under the Certificate of Designations governing the Series A Shares, the Put Option should not have been equity classified. As a result, during the three months ended March 31, 2023, the Company has concluded that the value of the Put Option at inception should have been recorded as an asset of $12.4 million, with the asset being subsequently marked to market at the end of each accounting period.

Correction of the Capped Calls and Put Option

The adjustments to correct the Capped Calls and the Put Option at January 1, 2023 resulted in an increase in Derivative assets of $55.7 million, a decrease in Deferred income tax assets of $11.0 million, an increase in additional paid-in-capital of $52.9 million, and a decrease in net income of $8.1 million.

Goodwill

In connection with the acquisition of STI, the Company had understated goodwill by $2.0 million and overstated inventory by the same amount that was sold during fiscal 2022. The Company corrected the goodwill balance during the first quarter of fiscal year 2023, resulting in an increase in goodwill and a decrease in cost of goods sold.

2. Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), pursuant to the rules and regulations of the ~~Securities and Exchange Commission (the “SEC”).~~SEC. The unaudited interim financial

statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of results for the interim periods reported. The results for the three and nine months ended September 30, ~~2022~~2023, are not necessarily indicative of results to be expected for the year ending December 31, ~~2022~~2023, or any other interim periods, or any future year or period. The balance sheet as of December 31, ~~2021~~2022, included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. These financial statements should be read in conjunction with the Company’s audited financial statements included in the 2022 Annual Report.

Unless expressly stated or the context otherwise requires, the terms “the Company”, “we”, “us”, “our”, “Array”, and “Array Technologies” refer to Array Technologies, Inc. and its consolidated subsidiaries, and the term “condensed consolidated financial statements” refers to the accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report.

Reclassifications

Beginning in the third quarter of 2023, the Company reclassified amounts recorded for amortization of certain acquired intangible assets in prior presentations from Total operating expenses under the caption "Depreciation and amortization" to Total cost of revenue under the caption "Amortization of developed technology" in the condensed consolidated statements of operations. The Company believes this presentation enhances the comparability of the Company’s ~~Annual Report~~financial statements to industry peers.

These reclassifications resulted in $3.6 million and $10.9 million recorded to Amortization of developed technology within Total cost of revenue and a $3.6 million and $10.9 million decrease to Depreciation and amortization within Total operating expenses during the three and nine months ended September 30, 2022, respectively.

These reclassifications did not impact the Company’s operating income (loss), net income (loss) or earnings (loss) per share for any current or historical periods. These reclassifications also did not impact the condensed consolidated balance sheets or condensed consolidated statements of cash flows.

Beginning in the third quarter of 2023, revenue excludes a $20.1 million Brazil value-added tax benefit, Imposto sobre Circulação de Mercadorias e Servicos (“ICMS”), that has been reclassified and included in cost of revenues in the current year. This reclassification was determined to be appropriate after we evaluated the expected accounting treatment related to future governmental incentives under the Inflation Reduction Act. For the nine months ended September 30, 2022, an ICMS benefit of $8.2 million was included in revenues.

This reclassification had no impact on ~~Form 10-K filed with~~ the ~~SEC on April 6, 2022, as amended by~~Company’s gross profit, income (loss) from operations, net income or income (loss) per common share in the ~~Form 10-K/A filed with~~current period. These reclassifications also did not impact the ~~SEC on April 6, 2022 (the “2021 Annual Report”).~~condensed consolidated balance sheets or condensed consolidated statements of cash flows.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.

1114

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~and~~the disclosure of contingent assets and liabilities ~~at the date of the condensed consolidated financial statements~~ and the reported amounts of ~~revenue~~revenues and expenses during the reporting period. Significant estimates include evaluation for any impairment of goodwill, impairment of long-lived assets, fair value of contingent consideration, Series A Redeemable Perpetual Preferred Stock and the related future tranche, allowance for credit losses, reserve for excess or obsolete inventories, valuation of deferred tax assets and warranty reserve.

Actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements; however, management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur.

Impact of ~~COVID-19 Pandemic~~

The Company continues to closely monitor the ongoing impact of the COVID-19 pandemic in all the locations where it operates. The Company’s priority remains the welfare of its employees. The Company expects persistent waves of COVID-19, including variants of the virus, to remain a headwind into the near future. The duration and extent to which it will continue to adversely impact the Company’s business and results of operations remain uncertain and could be material.

The Company believes it has sufficient liquidity and financing options available and expects to have sufficient liquidity to operate for the next 12 months. The Company expects to use cash generated from operations and if needed, can access funds from the Revolving Credit Facility (as defined below). The Company also has $100 million in delayed draw ability under the Series A Redeemable Perpetual Preferred Stock (as defined below) future draw commitment; however, such a draw would increase the Company’s dividend obligations and outstanding common stock and failure to draw the delayed commitments will result in interest expense payable by the Company. See ~~Note 13 – Redeemable Perpetual Preferred Stock. The Revolving Credit Facility has $166.6 million of availability.~~

~~Impact of~~ the Ongoing Russian-Ukraine Conflict ~~in Ukraine~~

The ongoing Russian-Ukraine conflict ~~in Ukraine~~ has reduced the availability of material that can be sourced in Europe and, as a result, increased logistics costs for the procurement of certain inputs and materials used in our products. We do not know the ultimate severity or duration of the conflict, ~~in Ukraine,~~ but we continue to monitor the situation and evaluate our procurement strategy and supply chain as to reduce any negative impact on our business, financial condition and results of operations.

Inflation

~~The Company could see an~~Inflationary pressures are expected to persist, at least in the near-term, and may negatively impact ~~from elevated inflation~~our results of operations. To mitigate the inflationary pressures on our business, we have implemented selective price increases in certain markets, accelerated productivity initiatives and ~~other operating costs. Interest rates have increased quickly and substantially as central banks in developed countries raise interest rates in an effort~~expanded our supplier base, while continuing to subdue inflation, while government deficits and debt remain at high levels in many global markets. The eventual implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higherexecute on overhead cost ~~of capital during our forecast period.~~containment practices.

Business Combinations

The Company accounts for its business acquisitions under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”). The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, amongst other items.

Foreign Currency Translation Exposure

~~For non-U.S.~~The functional currencies of certain of our foreign subsidiaries ~~that operate in a~~are their local ~~currency environment,~~currencies. Accordingly, we apply period-end exchange rates to translate their assets and liabilities, ~~are translated into the U.S. dollar at period end~~historical exchange ~~rates. Income, expense~~rates to translate their retained earnings, and ~~cash flow items are translated at~~ average exchange rates prevailing during the ~~period. Translation~~period to translate their revenues, expenses, gains, and losses into U.S. dollars. We include the associated translation adjustments ~~for these subsidiaries are accumulated~~ as a separate component of ~~accumulated~~“Accumulated other comprehensive income in(loss)” within stockholders’ equity. ~~For non-U.S.~~

Certain of our foreign subsidiaries have local currencies that ~~use a U.S. dollar~~are different than the subsidiaries functional currencies. When translating from the local currency to the functional currency, ~~local currency inventories and property, plant and equipment are translated into U.S. dollars at rates prevailing when acquired, and all other~~monetary assets and liabilities are translated at ~~period end~~the current exchange ~~rates. Inventories charged to cost of revenue~~rate resulting in foreign exchange gains or losses, and ~~depreciation are remeasured at historical rates, and all other income and expense items~~non-monetary assets are translated at ~~average~~historical exchange rates. Changes in the exchange rates ~~prevailing during~~between the ~~period. Gains~~functional

currencies of our subsidiaries and ~~losses~~the currencies in which monetary financial assets and liabilities are denominated, will create fluctuations in our reported condensed consolidated statements of operations and cash flows.

Derivative Financial Instruments

Both the Capped Call and the Put Option are accounted for as assets that are recorded at fair value within Derivative assets on the condensed consolidated balance sheets. The changes in fair value to Derivative assets are recorded within change in fair value of derivative assets on the Condensed Consolidated Statements of Operations. See Note 1 – Organization, Business and Out-of-Period Adjustments, for further information. As of June 30, 2023, the Put Option has expired and as a result, ~~from remeasurement are included in earnings.~~the fair value of the Put Option is $0.

Recent Accounting Pronouncements

~~Adopted~~

In ~~October 2021,~~March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In December 2022, the FASB issued ASU ~~No. 2021-08,~~2022-06, ~~Business Combinations~~Reference Rate Reform (Topic ~~805)~~848): ~~Accounting for Contract Assets and Contract Liabilities~~Deferral of the Sunset Date of Topic 848, to provide entities with relief during the transition period by deferring the effective date of reference rate reform from ~~Contracts with Customers (“~~December 31, 2022 to December 31, 2024. ASU ~~2021-08”). ASU 2021-08 requires~~2022-06 is effective upon issuance. During the ~~company acquiring contract assets and contract liabilities obtained in a business combination to recognize and measure them in accordance with ASC Topic 606,~~ ~~Revenue from Contracts with Customers (“ASC 606”). At~~three months ended March 31, 2023, the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract. Before the recent update, such amounts were recognized by the acquiring company at fair value. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company ~~early~~ adopted ASU ~~2021-08~~2020-04 and ASU 2022-06. Simultaneously, the Company elected to apply the debt accounting optional expedient, under which the reporting entity will account for amendments to debt agreements, which sole intent are the replacement of a discontinued reference rate(s), as being not substantial and thus a continuation of ~~January 1, 2022. See~~ the existing contract~~Note 3 – Acquisition of STI~~. ~~for further information and disclosures~~There was no significant impact to the Company’s condensed consolidated financial statements related to the ~~STI Acquisition.~~adoption of ASU 2020-04 and ASU 2022-06. The ~~standard was applied~~Company continues to evaluate the impact of the ASU 2020-04 guidance and may apply other elections, as applicable, as additional changes in the market occur.

In March 2023, the Company amended an existing debt agreement to replace the London Interbank Offered Rate (“LIBOR”) interest rate provisions with interest rate provisions based on a forward-looking term rate based on the secured overnight funding rate (“SOFR”) (see Note 7 – Debt). There were no other changes to the ~~acquisition accounting for STI. A review of the deferred revenue of the acquiree of $20.3 million~~agreement. There was ~~reviewed for consistency in application with~~no significant impact to the Company’s ~~policies and U.S. GAAP and the contract liability balance was carried over at its carrying value.~~condensed consolidated financial statements.

3. ~~Acquisition of STI~~Inventories

On the Acquisition Date, the Company completed the STI Acquisition pursuant to the purchase agreement, dated November 10, 2021, by and among Amixa Capital, S.L. and Aurica Trackers, S.L., each a company duly organized under the laws of the Kingdom of Spain (together, the “Sellers”) and Mr. Javier Reclusa Etayo (the “STI Purchase Agreement”). The STI Acquisition was funded primarily with borrowings from the Convertible Notes (as defined below) and the issuance of Series A redeemable perpetual preferred stock of the Company, par value $0.001 per share (the “Series A Redeemable Perpetual Preferred Stock”). The STI Acquisition provided the Company with an immediate presence in Brazil, Western Europe and South Africa. Transaction

expenses incurred in connection with the acquisition are $5.6 million recorded in the general and administrative line item on the condensed consolidated statement of operations for the nine months ended September 30, 2022. In accordance with the STI Purchase Agreement, the Company paid closing consideration to the Sellers consisting of $410.5 million in cash and 13,894,800 shares of the Company’s common stock. The fair value of the purchase consideration was $610.8 million and resulted in the Company owning 100% of the interests in STI. The Company has performed a valuation of the acquisition assets and liabilities and determined the related accounting impact.

~~The purchase price consideration to acquire STI~~Inventories consisted of the following (in thousands):


~~Cash consideration for STI~~	$	~~409,647~~
~~Cash consideration for transaction expenses of STI~~	~~896~~
~~Total cash consideration~~	~~410,543~~
~~Non-cash equity consideration~~	~~200,224~~
~~Total consideration transferred~~	~~610,767~~
~~Total purchase price consideration~~	$	~~610,767~~

The STI Acquisition was accounted for as a business combination applying ASC 805. The equity consideration transferred consisted of the Company’s common stock and was measured at fair value based on the closing stock price on the Acquisition Date. The purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimate of the respective fair values at the Acquisition Date. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the expected synergies of the combined entities that are expected to be realized from the STI Acquisition. None of the goodwill is expected to be deductible for income tax purposes.

~~The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the Acquisition Date (in thousands):~~

Preliminary Fair Value of Net Assets Acquired and Liabilities Assumed: Acquisition Date Measurement Adjustment September 30, 2022
Cash and cash equivalents $ 36,725 $ — $ 36,725
Accounts receivable 110,789 — 110,789
Inventories 47,517 — 47,517
Prepaid expenses and other 23,399 — 23,399
Property, plant and equipment 4,434 — 4,434
Other intangible assets 318,365 — 318,365
Other assets 325 — 325
Total assets acquired $ 541,554 $ — $ 541,554
Accounts payable 65,761 — 65,761
Deferred revenue 20,345 — 20,345
Short-term debt 44,338 — 44,338
Other liabilities 10,115 — 10,115
Income tax payable 7,576 — 7,576
Deferred tax liability 93,823 7,611 101,434
Other long-term liabilities 4,524 — 4,524
Long-term debt 12,053 — 12,053
Total liabilities assumed $ 258,535 $ 7,611 $ 266,146
Preliminary fair value of net assets acquired 283,019 275,408
Preliminary allocation to goodwill $ 327,748 $ 335,359

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as the twelve months following the Acquisition Date). The preliminary estimates of the fair values of the assets acquired and liabilities assumed were estimated to approximate carrying values since they are short term in nature, and they are receivable or payable on demand. These assets and liabilities were cash and cash equivalents, accounts receivable, prepaid expenses and other, accounts payable, other liabilities, and deferred revenue. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of identifiable intangible assets acquired, the fair value of certain tangible assets acquired and liabilities assumed as well as the tax impact. The Company expects to continue to obtain information for the purpose of determining the fair value of the assets acquired and liabilities assumed on the Acquisition Date throughout the remainder of the measurement period. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired is fully evaluated by the Company, including but not limited to, the fair value accounting. For assets and liabilities excluded from the scope of the intangible asset and property, plant and equipment valuation, the Company considered net book value to be a reasonable proxy as of the Acquisition Date.

~~The preliminary purchase price allocation includes $318.4 million of acquired identifiable intangible assets.~~

Estimated Fair Value Estimated Weighted Average Useful Life in Years
(in thousands, except useful lives)
Backlog $ 51,165 1
Customer relationships 238,770 10
Trade name 28,430 20
Total $ 318,365

The preliminary fair value of the identifiable intangible assets has been estimated using the Excess Earnings Method (customer relationships and backlog) and Relief from Royalty Method (trade name). Significant inputs using the Excess Earnings Method and Level 3 inputs in the fair value hierarchy include estimated revenue, expenses based on actuals and forecast, and a discount rate based on a weighted average cost of capital for customer relationships of 15% for Spain, 16.5% for Brazil and 14.0% for Spain foreign sourced projects and for order backlog of 8.5% for Spain, 9.5% for Brazil and 7.5% for Spain foreign sourced projects. Significant inputs to the Relief from Royalty method model include estimates of future revenue, economic life, estimated royalty rate of 1.25%, and a discount rate based on a weighted average cost of capital 15.2%. The weighted average cost of capital was determined based on the Company’s capital structure, cost of capital, inherent business risk profile and long-term growth expectations. The intangible assets are being amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the STI Acquisition.

The amounts of revenue and net loss of STI included in the Company’s consolidated statement of operations from the Acquisition Date through September 30, 2022 are $237.2 million and $14.1 million, respectively.

~~Pro Forma Financial Information (Unaudited)~~

The following unaudited pro forma financial information presents the combined results of operations of the Company and STI as if the acquisition had occurred on January 1, 2021, after giving effect to certain unaudited pro forma adjustments. The unaudited pro forma adjustments reflected herein include only those adjustments that are directly attributable to the STI Acquisition including amortization of intangibles, debt financing expenses and tax benefits. The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the STI Acquisition and is not necessarily indicative of the operating results that would have actually occurred had the STI Acquisition been consummated on January 1, 2021.

Three Months Ended
September 30, Nine Months Ended
September 30,
(in millions) 2022 2021 2022 2021
Revenue $ 515.0 $ 480.1 $ 1,243.0 $ 764.8
Net income (loss) $ 52.1 $ (22.7) $ 48.7 $ (44.6)


	September 30, 2023		December 31, 2022
Raw materials	$	133,726	$	66,574
Finished goods	82,292		166,585
Inventories	$	216,018	$	233,159

4. ~~Accounts Receivable~~

~~Accounts receivable consists of the following (in thousands):~~

September 30, 2022 December 31, 2021
Accounts receivable $ 485,869 $ 236,149
Less: allowance for doubtful accounts (695) (140)
Accounts receivable, net $ 485,174 $ 236,009

5.~~Inventories~~

~~Inventories consist of the following (in thousands):~~

September 30, 2022 December 31, 2021
Raw materials $ 166,260 $ 85,470
Finished goods 108,597 127,598
Reserve for excess or obsolete inventory (5,082) (7,415)
Total $ 269,775 $ 205,653

6.Property, Plant and Equipment, Net

Property, plant and equipment consisted of the following (in thousands, except useful lives):


		Estimated Useful Lives (Years)	September 30, 2022		December 31, 2021			Estimated Useful Lives (Years)	September 30, 2023		December 31, 2022
Land	Land	N/A	$	1,563	$	1,340	Land	N/A	$	1,612	$	1,583
Buildings and land improvements	Buildings and land improvements	15-39	7,318		2,451		Buildings and land improvements	15-39	9,034		7,411
Manufacturing equipment	Manufacturing equipment	7	17,893		13,924		Manufacturing equipment	7	22,223		18,983
Furniture, fixtures and equipment	Furniture, fixtures and equipment	5-7	3,341		476		Furniture, fixtures and equipment	5-7	4,567		3,583
Vehicles	Vehicles	5	527		161		Vehicles	5	666		585
Hardware and software	Hardware and software	3-5	2,487		1,683		Hardware and software	3-5	6,161		3,706
Assets in progress	Assets in progress		3,684		1,880		Assets in progress	N/A	6,083		5,142
Total	Total		36,813		21,915		Total		50,346		40,993
Less: accumulated depreciation	Less: accumulated depreciation		(16,789)		(11,223)		Less: accumulated depreciation		(20,825)		(17,819)
Property, plant and equipment, net	Property, plant and equipment, net		$	20,024	$	10,692	Property, plant and equipment, net		$	29,521	$	23,174

Depreciation expense was ~~$0.7~~$0.9 million and ~~$0.6~~$0.7 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively, of which $0.4 million ~~and $0.5 million, respectively,~~ was ~~allocated to~~included in cost of revenue in both periods and $0.3 million and $0.1 million, respectively, was included in depreciation and amortization in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2022 and 2021.

Depreciation expense was $1.8 million and $1.8 million for the nine months ended September 30, 2022 and 2021, respectively, of which $1.2 million and $1.5 million, respectively, was allocated to cost of revenue and $0.6$0.5 million and $0.3 million, respectively, was included in depreciation and amortization, inon the accompanying condensed consolidated statements of ~~operations~~operations.

Depreciation expense was $2.4 million and $1.9 million for the nine months ended September 30, 2023 and 2022, respectively, of which $1.0 million and ~~2021.~~$1.2 million, respectively, was included in cost of revenue and $1.4 million and $0.6 million, respectively, was included in depreciation and amortization on the accompanying condensed consolidated statements of operations.

7.5. Goodwill and Other Intangible Assets, Net

Goodwill

Prior to the STI Acquisition, goodwill, related to Former Parent’s acquisition of the Company, was recorded as $121.6 million and was subsequently impaired. Total accumulated impairment as of September 30, 2022 was $51.9 million.

The Company recorded an additional $335.4 million of goodwill as a result of the STI Acquisition and the Company’s reporting units became Array Legacy Operations and the newly acquired STI Operations, which had goodwill of $69.7 million and $289.9 million, respectively, at September 30, 2022 and $69.7 million and zero, respectively, at December 31, 2021. Goodwill is not deductible for tax purposes.

Changes in the carrying amount of goodwill by operating segment during the nine months ended September 30, ~~2022 are shown below~~2023, consisted of the following (in thousands):

Array Legacy Operations Segment STI Operations Segment Total
Beginning Balance $ 69,727 $ — $ 69,727
Acquisition of STI — 335,359 $ 335,359
Foreign currency impact — (45,457) $ (45,457)
Ending Balance $ 69,727 $ 289,902 $ 359,629


	Array Legacy Operations(1)		STI Operations		Total
Beginning balance	$	69,727	$	346,457	$	416,184
Adjustment to goodwill (see Note 1)	—		2,000		2,000
Foreign currency translation	—		8,357		8,357
Ending balance	$	69,727	$	356,814	$	426,541

(1) Goodwill attributable to Array Legacy Operations is net of impairment of $51.9 million.

Each quarter the Company evaluates if facts and circumstances indicate that it is more-likely-than-not that the fair value of its reporting units is less than their carrying value, which would require the Company to perform an interim goodwill impairment test. During ~~the quarter ended March 31, 2022, the Company determined it was necessary to perform an interim goodwill~~our most recent evaluation, we concluded there were no indicators of impairment ~~test for the Array Legacy Operations reporting unit. The Company performed a quantitative goodwill impairment test and determined the estimated fair value~~as of ~~the reporting unit exceeded the carrying value assigned to that reporting unit; as a result, goodwill was not impaired.~~September 30, 2023.

1817

Other Intangible Assets, Net

Other intangible assets consisted of the following (in thousands, except useful lives):


		Estimated Useful Lives (Years)	September 30, 2022		December 31, 2021			Estimated Useful Lives (Years)	September 30, 2023		December 31, 2022
Amortizable:	Amortizable:						Amortizable:
Costs:
Developed technology	Developed technology	14	$	203,800	$	203,800	Developed technology	14	$	203,800	$	203,800
Customer relationships	Customer relationships	10	295,405		89,500		Customer relationships	10	327,008		321,935
Backlog	Backlog	1	44,132		—		Backlog	1	52,443		51,015
Trade name	Trade name	20	24,518		—		Trade name	20	26,014		25,682
Total amortizable intangibles	Total amortizable intangibles		567,855		293,300		Total amortizable intangibles		609,265		602,432
Accumulated amortization:	Accumulated amortization:						Accumulated amortization:
Developed technology	Developed technology		90,709		79,790		Developed technology		105,265		94,347
Customer relationships	Customer relationships		70,606		49,057		Customer relationships		105,697		81,268
Backlog	Backlog		31,794		—		Backlog		52,443		49,507
Trade name	Trade name		962		—		Trade name		2,237		1,246
Total accumulated amortization	Total accumulated amortization		194,071		128,847		Total accumulated amortization		265,642		226,368
Total amortizable intangibles, net	Total amortizable intangibles, net		373,784		164,453		Total amortizable intangibles, net		343,623		376,064

Non-amortizable costs:
Non-amortizable:							Non-amortizable:
Trade name	Trade name		10,300		10,300		Trade name		10,300		10,300

Total other intangible assets, net	Total other intangible assets, net		$	384,084	$	174,753	Total other intangible assets, net		$	353,923	$	386,364

Amortization expense related to intangible assets ~~amounted to $23.2~~was $12.6 million and ~~$5.9~~$24.6 million for the three months ended September 30, 2023 and 2022, respectively, of which $3.6 million was included in amortization of developed technology, a component of cost of revenue, in both periods and ~~2021, respectively, and $69.8~~$9.0 million and ~~$17.6~~$21.0 million, respectively, was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations.

Amortization expense related to intangible assets was $38.8 million and $73.5 million for the nine months ended September 30, 2023 and 2022, respectively, of which $10.9 million was included in amortization of developed technology, a component of cost of revenue, in both periods and ~~2021, respectively.~~$27.9 million and $62.6 million, respectively, was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations.

~~Estimated future annual amortization expense for the above amortizable intangible assets for the remaining periods through September 30, as follows (in thousands):~~

Amount
2022 $ 22,365
2023 46,633
2024 45,328
2025 45,328
2026 41,021
Thereafter 173,109
$ 373,784

1918

Estimated future amortization expense of intangible assets as of September 30, 2023, is as follows (in thousands):


	Amount
Remainder of 2023	$	12,384
2024	49,538
2025	49,538
2026	45,232
2027	40,588
Thereafter	146,343
	$	343,623

Long-lived assets, including both amortizable and non-amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate ~~that~~ the carrying amount of an asset group may not be recoverable.

During the quarter ended March 31, 2022, the Company determined it was necessary to review long-lived assets, including intangible assets related to the Array Legacy Operations reporting unit, for impairment. The Company determined the undiscounted cash flows expected to result from the use As of ~~the asset group and its eventual disposition~~September 30, 2023, no events or circumstances were ~~greater than~~noted that would indicate the carrying amount ~~and therefore concluded there was no impairment.~~of any of our asset groups may not be recoverable.

8.~~Investment in Equity Security~~

The Company made a $10.0 million and $2.0 million investment in preferred stock of a private company in February 2021 and April 2021, respectively. The investment is accounted for in accordance with ASC Topic 321 ~~Investments—Equity Securities~~ at its cost, less any impairment. The investment balance as of September 30, 2022 was $12.0 million and is recorded in other assets on the condensed consolidated balance sheets. There is no impairment recorded for the nine months ended September 30, 2022.

9.6. Income Taxes

The Company follows guidance under ASC Topic 740-270 Income Taxes, which requires that an estimated annual effective tax rate is applied to year-to-date ordinary income (loss). At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The tax effect of discrete items is recorded in the quarter in which the discrete events occur.

The Company recorded income tax expense ~~(benefit)~~ of ~~$11.1~~$7.2 million and ~~$(5.4)~~$10.0 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~income tax~~an expense ~~(benefit)~~ of ~~$(18.1)~~$39.5 million and ~~$5.5~~a benefit of $23.2 million for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The income tax expense infor the ~~three~~nine months ended September 30, 2022 includes tax expense of $8.7 million on the legal settlement income which was recorded discretely in the quarter. The tax, excluding the legal settlement, was favorably impacted by non-taxable contingent income, and mix of income by jurisdiction. The tax benefit in the three months ended September 30, 20212023, was unfavorably impacted by ~~non-deductible amounts for~~higher income in non-U.S. jurisdictions and an increase in income tax expense related to the Put Option (see Note 1 – Organization, Business and Out-of-Period Adjustments), partially offset by benefits related to excess equity-based compensation ~~and follow-on offering costs.~~

deductions recorded discretely. The tax ~~benefit in~~expense for the nine months ended September 30, 2022, ~~includes tax expense of $8.7 million on the legal settlement which was recorded discretely in the quarter. The tax on the loss, excluding the legal settlement,~~ was favorably impacted by ~~mix of earnings by~~losses in non-U.S. jurisdictions which have higher tax rates than the U.S., partially offset by non-deductible ~~amounts for officers’ compensation and transaction costs. The tax benefit in~~expenses.

For the nine months ended September 30, ~~2021 was unfavorably impacted by non-deductible equity based compensation as well as initial public offering~~2023 and ~~secondary offering costs.~~

~~For the three and nine months ended September 30,~~ 2022, ~~and 2021,~~ no reserves for uncertain tax positions have been recorded. The Company will continue to monitor this position each interim period.

In August 2022, the U.S. Inflation Reduction Act (“IRA”) was enacted into law. The IRA contains a number of revisions to the Internal Revenue Code that generally take effect in tax years beginning after December 31, 2022. The Company is in the process of evaluating provisions included under the IRA and its impact to the Company’s consolidated financial statements.

2019

~~10.~~7. ~~Senior Secured Credit Facility~~Debt

~~Long-term senior secured credit facility consisted of~~The following table summarizes the ~~following~~Company’s total debt (in thousands):

September 30, 2022 December 31, 2021
Term loan facility $ 323,550 $ 326,775
Revolving credit facility — —
323,550 326,775
Less discount and issuance costs (20,169) (23,291)
Long-term portion, net of debt discount and issuance costs 303,381 303,484
Less current portion of credit facility (4,300) (4,300)
Long-term senior secured facility debt, net of current portion, debt discount and issuance costs $ 299,081 $ 299,184


	September 30, 2023		December 31, 2022
Senior Secured Credit Facility:
Term loan facility	$	239,250	$	312,475
Revolving credit facility	—		—
Total secured credit facility	239,250		312,475

Convertible notes	425,000		425,000
Other debt	55,278		51,951
Total principal	719,528		789,426
Unamortized discount and issuance costs, total	(21,882)		(30,383)
Current portion of debt	(38,767)		(38,691)
Total long-term debt, net of current portion	$	658,879	$	720,352

Senior Secured Credit Facility

On October 14, 2020, the Company entered into a credit agreement (as amended, the “Credit Agreement”) governing the Company’s senior secured credit facility, ~~which was amended on February 23, 2021 (the “First Amendment”) and again on February 26, 2021 (the “Second Amendment”). The senior secured facility consisted originally~~consisting of (i) a $575 million senior secured 7-year term loan facility (the “Term Loan Facility”) and (ii) a ~~$150~~$200 million senior secured 5-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”). The ~~First~~Credit Agreement was amended on February 23, 2021 (the “First Amendment”), on February 26, 2021 (the “Second Amendment”) and again on March 2, 2023 (the “Third Amendment”). The single purpose of the Third Amendment in March 2023 was to replace the case of Eurocurrency borrowings, lowered the London interbank offered rate floor to 50 basis points from 100 basis points and lowered the applicable margin to 325 basis points from 400 basis points per annum. This resulted in the current rate on the Term Loan Facility decreasing to 3.75% down from 5% prior to the First Amendment. The Second Amendment increased the $150.0 million Revolvingformer discontinued Senior Secured Credit Facility ~~from $150.0 million to $200.0 million.~~reference rate of LIBOR, with the comparable active reference rate, SOFR. There were no other changes as a result of the Third Amendment.

Revolving Credit Facility

Under the Revolving Credit Facility, the Company had no outstanding balance as of both September 30, ~~2022~~2023 and December 31, ~~2021, respectively, $33.4~~2022, $24.9 million and ~~$13.6~~$38.8 million in standby letters of credit at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, and availability of ~~$166.6~~$175.1 million and ~~$186.4~~$161.2 million at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. ~~The~~In accordance with the Third Amendment, the Revolving Credit Facility pays interest ~~depending on~~at the ~~contracted rate~~Company’s election, at either (x) for ~~the loan which is either for the Eurocurrency Rate~~SOFR Loans at ~~LIBOR~~Adjusted Term SOFR (as defined in the Credit Agreement) plus 3.25% ~~and~~or (y) for Base Rate Loans at the higher of the Prime Rate, ~~1/2~~one half of 1%1.00% above the Federal Funds Rate or the ~~Eurocurrency rate for the Dollar deposits~~Adjusted Term SOFR for one month interest period, after giving effect to any floor plus 1%1.00%, plus 2.25%.

Term Loan Facility

The Term Loan Facility had a balance of ~~$323.6~~$239.3 million and ~~$326.8~~$312.5 million as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The balance of the Term Loan Facility is presented in the accompanying condensed consolidated balance sheets, net of debt discount and issuance costs of ~~$20.2~~$12.0 million and ~~$23.3~~$19.1 million as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. In accordance with the Third Amendment, the Term Loan Facility pays interest at the Company’s election, at either (x) for SOFR Loans at Adjusted Term SOFR (subject to a floor of 0.50%) plus 3.25% or (y) for Base Rate Loans at the higher of the

Prime Rate, one half of 1.00% above the Federal Funds Rate or the Adjusted Term SOFRfor one-month interest period, after giving effect to any floor plus 1.00%, plus 2.25%. The debt discount and issuance costs are being amortized using the effective interest method and the effective interest rate of the Term Loan Facility as of September 30, ~~2022 is 6.75%~~2023, was 9.95%. The Term Loan Facility has an annual excess cash flow calculation, for which the prescribed formula did not result in requiring the Company to make an advance principal payment for the year ended December 31, ~~2021.~~

2022.

~~11. Convertible Debt~~

Convertible ~~debt consisted of the following (in thousands):~~

September 30, 2022 December 31, 2021
1.00% Senior unsecured convertible notes $ 425,000 $ 425,000
Less: unamortized discount and issuance costs (11,721) (13,137)
1.00% Senior unsecured convertible notes, net (1)
$ 413,279 $ 411,863

~~(1)~~ ~~Effective interest rate for the Convertible~~ Notes ~~as of September 30, 2022 and December 31, 2021 was 1.5%.~~

On December 3, 2021 and December 9, 2021, the Company completed a $425.0 million private offering ~~of $375~~($375 million and $50 million, ~~over allotment, respectively, in aggregate principal amount~~respectively), of its 1.00% Convertible Senior Notes due 2028 (the “Convertible Notes”), resulting in proceeds of ~~$364.7~~$413.3 million ($364.7 million and $48.6 million, ~~respectively,~~respectively), after deducting the original issue discount of 2.75%. The Convertible Notes were issued pursuant to an indenture, dated December 3, 2021, between the Company and U.S. Bank National Association, as trustee.

The Convertible Notes are senior unsecured obligations of the Company and will mature on December 1, 2028, unless earlier converted, redeemed, or repurchased. The Convertible Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2022. As of September 30, 2023 and December 31, 2022, the principal balance of the Convertible Notes was $425.0 million with unamortized discount and issuance costs of $9.8 million and $11.3 million, respectively, for a net carrying amount of $415.2 million and $413.8 million, respectively.

The conversion rate for the Notes was initially 41.9054 shares of the Company’s common stock per $1,000 principal amount of Notes, which was equivalent to an initial conversion price of approximately $23.86 per share of common stock or 10.1 million shares of common stock. The Convertible Notes were not convertible during the nine months ended September 30, ~~2022~~2023, and none have been converted to date. Also, given that the average market price of the Company’s common stock has not exceeded the exercise price since inception, there was no dilutive impact for the three and nine months ended September 30, ~~2022.~~2023.

Capped Calls

In connection with the issuances of the Convertible Notes, the Company paid $52.9 million, in aggregate, to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock after a conversion of the Convertible Notes. Specifically, upon the exercise of the ~~capped call~~Capped Call instruments issued pursuant to the agreements (the “Capped Calls”), the Company would receive shares of its common stock equal to approximately 17.8 million shares (a) multiplied by (i) the lower of $36.0200 or the then-current market price of its common stock, less (ii) the applicable exercise price, $23.86, and (b) divided by the then-current market price of its common stock. The results of this formula are that the Company would receive more shares as the market price of its common stock exceeds the exercise price and approaches the cap, which was initially ~~$36.0200~~$36.02 per share.

Consequently, if the Convertible Notes are converted, then the number of shares to be issued by the Company would be effectively partially offset by the shares of common stock received by the Company under the Capped Calls as they are exercised. The formula above would be adjusted in the event of certain specified extraordinary events affecting the Company, ~~including~~including: a merger; a tender offer; nationalization, insolvency or delisting of the Company’s common stock; changes in law; failure to deliver; insolvency filing; stock splits, combinations, dividends, repurchases or similar events; or an announcement of certain of the preceding actions.

2221

The Company can also elect to receive the equivalent value of cash in lieu of shares of common stock upon settlement, except in certain circumstances. The Capped Calls expire on December 1, 2028, and terminate upon the occurrence of certain extraordinary events such as a merger, tender offer, nationalization, insolvency, delisting, event of default, a change in law, failure to deliver, an announcement of certain of these events, or an early conversion of the Convertible Notes. Although intended to reduce the net number of shares of common stock issued after a conversion of the Convertible Notes, the Capped Calls were separately negotiated transactions, are not a part of the terms of the Convertible Notes, and do not affect the rights of the holders of the Convertible Notes. ~~The Capped Calls meet~~See Note 2 – Summary of Significant Accounting Policies for information regarding the ~~criteria for equity classification because they are indexed to the Company’s common stock and the Company has discretion to settle the Capped Calls in shares or cash. As a result, the amount paid~~accounting for the Capped ~~Calls was recorded as a reduction~~Calls.

Other Debt

Other debt consists of the debt obligations of STI. Interest rates on other debt range from 0.55% to ~~additional paid-in capital. The Capped Calls are excluded from~~4.41% annually. Of the ~~calculation of diluted net income (loss) per share attributable to common stockholders as their effect~~$55.3 million other debt balance, approximately $45.3 million is ~~antidilutive.~~denominated in Euros and $10.0 million is denominated in Brazilian Real.

~~12.~~ ~~Other Debt~~

In connection with the STI Acquisition, the Company assumed debt obligations of STI. As of September 30, 2022, related debt balances were $43.3 million in short-term debt and $12.7 million in long-term debt. Interest rates on the acquired debt range from 0.55% to 2.76% annually and maturities for the short-term portion of loans range from December 2022 to March 2023. Maturities for the long-term portion of loans are $4.9 million due in 2024 and $7.8 million due in March 2027.

~~13.~~8. Redeemable Perpetual Preferred Stock

Series A Redeemable Perpetual Preferred Stock

~~On August 10, 2021, the~~The Company entered into a Securities Purchase Agreement (the ~~“Securities Purchase Agreement”~~“SPA”) with certain investors (the “Purchasers”) pursuant to which, on August 11, 2021, the Company issued ~~and sold to certain investors (the “Purchasers”)~~ 350,000 shares of its newly designated Series A Redeemable Perpetual Preferred Stock (the “Series A Shares”) and 7,098,765 shares of the Company’s common stock for an aggregate purchase price of $346.0 million (the “Initial Closing”). Further, pursuant to the ~~Securities Purchase Agreement,~~SPA, on September 27, 2021, the Company issued and sold to the Purchasers 776,235 shares of common stock for an aggregate purchase price of ~~$776.0~~$0.01 million (the “Prepaid Forward Contract”). The Company used the net proceeds from the ~~Initial~~initial Closing to repay the ~~entire~~ $102.0 million ~~amount~~ outstanding balance under its existing Revolving Credit Facility and prepay $100.0 million ~~under~~of the Company’s Term Loan Facility. ~~Additionally,~~The Series A Shares have no maturity date.

The Put Option included in the ~~Securities Purchase Agreement entitles~~SPA required the Purchasers to ~~designate one representative~~purchase up to ~~be appointed to the Company’s board of directors (the “Board”) and to appoint three non-voting observers to the Board, in each case until such time as the Purchasers no longer beneficially own~~an additional 150,000 shares of ~~the~~ Series A ~~Redeemable Perpetual Preferred Stock with at least $100~~Shares and up to 3,375,000 shares of common stock (or up to 6,100,000 shares of common stock in the event of certain price-related adjustments) until June 30, 2023, subject to certain equitable adjustments pursuant to any stock dividend, stock split, stock combination, reclassification or similar transaction, for an aggregate purchase price up to $148.0 million ~~aggregate Liquidation Preference (as defined below)~~(the “Delayed Draw Commitment” or the “Put Option”). The ~~Series A Redeemable Perpetual Preferred Stock has no maturity date.~~Put Option expired effective June 30, 2023.

On January 7, 2022, pursuant to the Put Option, the Company issued and sold to the Purchasers 50,000 shares of Series A ~~Redeemable Perpetual Preferred Stock~~Shares and 1,125,000 shares of the Company’s common stock in an additional closing for an aggregate purchase price of $49.4 million (the “Additional Closing”).

The Company has classified the Series A Shares as temporary equity and is accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date using the effective interest method. Such accretion totaled $18.8 million and $17.2 million for the nine months ended September 30, 2023 and 2022, respectively. Refer to Note 2 – Summary of Significant Accounting Policies for information regarding the accounting for the Put Option.

~~Additional Closings~~

The Securities Purchase Agreement gives the Company the option to require the Purchasers to purchase, in one or more additional closings, up to 150,000 shares of Series A Redeemable Perpetual Preferred Stock until June 30, 2023 and up to 3,375,000 shares of common stock (or up to 6,100,000 shares of common stock in the event of certain price-related adjustments) (subject to certain equitable adjustments pursuant to any stock dividend, stock split, stock combination, reclassification or similar transaction) for an aggregate purchase price up to $148.0 million (the “Delayed Draw Commitment”). This commitment has been reduced by the Additional Closing.

The Company evaluated the accounting for the instruments issued in the Securities Purchase Agreement and determined the Series A Redeemable Perpetual Preferred Stock and common stock issued in the Initial Closing, as well as the Prepaid Forward Contract, and Delayed Draw Commitment are freestanding instruments accounted for in equity.

The Series A Redeemable Perpetual Preferred Stock is recorded in temporary equity on the condensed consolidated balance sheets as it has redemption features upon certain triggering events that are outside the Company’s control, such as a fundamental change. The proceeds of the Series A Redeemable Perpetual Preferred Stock, transactions costs and discount of $334.6 million have been allocated to each instrument based on its relative fair value. At the Initial Closing date, $229.8 million was allocated to the Series A Redeemable Perpetual Preferred Stock, $105.4 million to common stock, $12.4 million to the Delayed Draw Commitment, which was recorded as a debit to additional paid-in capital, and $11.7 million to the Prepaid Forward Contract.

The Additional Closing carried issuance and original issuance discount costs of $1.3 million. The net proceeds were allocated amongst the Series A Redeemable Perpetual Preferred Stock and common stock based on the proceeds of $33.1 million and $15.9 million, respectively.

Dividends

On or prior to the fifth anniversary of the Initial Closing, the Company may pay dividends on the Series A ~~Redeemable Perpetual Preferred Stock~~Shares either in (i) cash at the then-applicable Cash Regular Dividend Rate (as defined below), (ii) through accrual to the Liquidation Preference at the Accrued Regular Dividend Rate ~~(as defined below)~~ of 6.25% (the “Permitted Accrued Dividends”), or (iii) a combination thereof. Following the fifth anniversary of the Initial Closing, dividends are payable only in cash. To the extent the Company does not declare such dividends and pay in cash following the fifth anniversary of the Initial Closing, the dividends accrue to the Liquidation Preference (“Default Accrued Dividends”) at the then-applicable Cash Regular Dividend Rate plus 200 basis points. In the event there are Default Accrued Dividends outstanding for six consecutive quarters, the Company, at the option of the holders of the Series A ~~Redeemable Perpetual Preferred Stock,~~Shares, will pay 100% of the amount of Default Accrued Dividends by delivering to such holder a number of shares of the Company’s common stock equal to the quotient of (i) the amount of Default Accrued Dividends divided by (ii) 95% of the 30-day VWAP of the Company’s common ~~stock.~~stock (“Non-Cash Dividend”).

As used herein, “Liquidation Preference” means, with respect to any shares of the Series A Redeemable Perpetual Preferred Stock, the initial liquidation preference of $1000 per share plus any accrued dividends of such share as the time of the determination.

The “Cash Regular Dividend Rate” of the Series A ~~Redeemable Perpetual Preferred Stock~~Shares means (i) initially, 5.75% per annum on the Liquidation Preference and (ii) increased by (a) 50 basis points on each of the fifth, sixth and seventh anniversaries of the Initial Closing and (b) 100 basis points on each of the eighth, ninth and tenth anniversaries of the Initial Closing. The “Accrued Regular Dividend Rate” on the Series A ~~Redeemable Perpetual Preferred Stock~~Shares means 6.25% per annum on the Liquidation Preference.

~~There are no Permitted Accrued Dividends~~As used herein, “Liquidation Preference” means, with respect to the Series A Shares, the initial liquidation preference of $1,000 per share, plus accrued asdividends of ~~September 30, 2022 with dividends paid for~~such share at the time of the determination.

During the nine months ended September 30, ~~2022 $18.7 million (the “Q3 Dividend Payment”). Permitted Accrued Dividends resulted in 13 shares of~~2023, the Company accrued dividends on the Series A ~~Redeemable Perpetual Preferred Stock being issued as~~Shares at the Accrued Regular Dividend rate of 6.25% totaling $19.6 million. As of September 30, ~~2022 which~~2023, total accrued and unpaid dividends were ~~settled with the Q3 Dividend Payment and no longer outstanding. Dividends declared and paid as of December 31, 2021 were $8.2~~$26.0 million.

The ~~shares of~~ Series A ~~Redeemable Perpetual Preferred Stock~~Shares have similar characteristics of an “Increasing Rate Security” as described by SEC Staff Accounting Bulletin Topic 5Q, Increasing Rate Preferred Stock. As a result, the discount on Series A ~~Redeemable Perpetual Preferred Stock~~Shares is considered an unstated dividend cost that is amortized over the period preceding commencement of the perpetual dividend using the effective interest method, by charging imputed dividend cost against retained earnings, or additional paid in capital in the absence of retained earnings, and increasing the carrying amount of the Series A ~~Redeemable Perpetual Preferred Stock~~Shares by a corresponding amount. ~~The~~Accordingly, the discount ~~of $120.2 million~~ is ~~therefore being~~ amortized over five years using the effective yield method. The amortization in each period is the amount which, together with the stated dividend in the period, results in a constant rate of effective cost with regard to the carrying amount of the Series A Redeemable Perpetual Preferred Stock.

The Company has presented the Series A Redeemable Perpetual Preferred Stock in temporary equity and is accreting the discount on the increasing rate dividends using the effective interest method. Such accretion totaled $17.2 million for the nine months ended September 30, 2022.

~~The Company paid the cash dividend for the three months ended September 30, 2022 of $6.3 million in dividends at a rate of 5.75% as of September 30, 2022.~~

Fees

~~Until~~During the six months ended June 30, 2023, the Company ~~will pay~~paid the Purchasers a per annum cash commitment ~~premium~~fee totaling $1.5 million on the unpurchased portion of ~~Delayed Draw Commitment as follows:~~

a.~~0% through the six-month anniversary of the Initial Closing;~~

b.~~1.5% from the six-month anniversary of the Initial Closing through the 12-month anniversary of the Initial Closing; and~~

c.~~3.0% from the 12-month anniversary of the Initial Closing through~~Put Option. The Put Option expired effective June 30, 2023.

~~The Company may terminate some or all of the Delayed Draw Commitment, from time to time, at its sole discretion.~~

2523

~~14.~~9. Revenue

~~Based on ASC 606 provisions, the~~The Company disaggregates its revenue from contracts with customers by ~~those~~ sales recorded ~~over-time~~over time and sales recorded at a point in time. The following table presents the Company’s disaggregated revenues (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Over time revenue	$	321,154	$	458,405	$	1,120,526	$	991,561
Point in time revenue	29,284		56,619		114,410		243,914
Total revenue	$	350,438	$	515,024	$	1,234,936	$	1,235,475

Contract Balances

The timing of revenue ~~disaggregated by sales~~recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (“contract assets”), and deferred revenue (“contract liabilities”) on the condensed consolidated balance sheets. The majority of the Company’s contract amounts are billed as work progresses, in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. Billing sometimes occurs subsequent to revenue recognition, resulting in contract assets. The changes in contract assets and the corresponding amounts recorded ~~over-time~~in revenue relate to fluctuations in the timing and ~~sales~~volume of billings.

Contract assets are recorded within accounts receivable, net on the condensed consolidated balance sheets on a contract-by-contract basis and consisted of the following at ~~a point in time~~the end of each reporting period (in thousands):

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Over-time revenue $ 458,405 $ 128,183 $ 991,561 $ 360,581
Point in time revenue 56,619 60,503 243,914 272,861
Total revenue $ 515,024 $ 188,686 $ 1,235,475 $ 633,442


	September 30, 2023		December 31, 2022
Unbilled receivables	$	74,076	$	101,513

~~As discussed~~The Company also receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities. The changes in contract liabilities relate to advanced orders and payments received by the ~~consolidated financial statements included~~Company.

Contract liabilities are recorded on a contract-by-contract basis and consisted of the following at the end of each reporting period (in thousands):


	September 30, 2023		December 31, 2022
Deferred revenue	$	100,757	$	178,922

During the nine months ended September 30, 2023, the Company converted $153.9 million in deferred revenue to revenue, which represented 86% of the ~~2021 Annual Report, contracts related to~~prior year’s deferred revenue balance.

Bill-and-Hold Arrangements

Revenue recognized for the Company’s federal investment tax credit (“ITC”) were determined to have multiple performance obligations satisfied at a point in time instead of one performance obligation satisfied over time. The disaggregated revenue information above for the nine months ended September 30, 2021 has been restated to correct this error, which resulted in ~~$223.2 million~~ ~~of revenue being reclassified from over-time revenue to point in time revenue for the nine months ended September 30, 2021.~~

~~Revenue recognized for the ITC-related~~ contracts and standalone system component sales is recorded at a point in time and recognized when obligations under the terms of the contract with the Company’s customer are satisfied. Generally, this occurs with the transfer of control of the asset, which is typically upon delivery to the customer in line with shipping terms.

In certain situations, the Company recognizes revenue under a bill-and-hold arrangement with its customers. ~~When this occurs, the~~An example of such a situation is when customers purchase material prior to the start of construction of a solar project in order to meet the Five Percent Safe Harbor test to qualify for the ITC. Because the customers lack sufficient storage capacity to accept a large amount of material prior to the start of construction, they request that the Company keep the product in its custody. ~~The material~~All bill-and-hold inventory is bundled or palletized in the Company’s warehouses, separately identified ~~separately~~ as not belonging to the ~~respective customer~~Company and is ready for immediate transport to the customer project upon ~~customer~~ request. Additionally, title and risk of loss has passed to the customer and the Company does not have the ability to use the product or direct it to another customer. ~~As of~~During the three and nine months ended September 30, ~~2022,~~2023, the Company ~~had~~ no ~~contracts with customers~~recognized zero and $22.8 million, respectively, in revenue from a single customer for the sale of goods and services that also contained bill-and-hold obligations such as storage, handling and other custodial ~~duties for the three and nine months ended September 30, 2022. Any losses incurred on point-in-time projects are recognized as the goods are delivered~~.

~~Contract Balances~~

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the condensed consolidated balance sheets. The majority of the Company’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. Billing sometimes occurs subsequent to revenue recognition, resulting in contract assets. The changes in contract assets (i.e., unbilled receivables) and the corresponding amounts recorded in revenue relate to fluctuations in the timing and volume of billings for the Company’s revenue recognized over-time.

Contract assets consisting of unbilled receivables are recorded within accounts receivable on the condensed consolidated balance sheets on a contract-by-contract basis at the end of the reporting period and consisted of the following (in thousands):

September 30, 2022 December 31, 2021
Unbilled receivables $ 136,953 $ 111,224

The Company also receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities. The changes in contract liabilities (i.e., deferred revenue) relate to advanced orders and payments received by the Company. Contract liabilities consisting of deferred revenue recorded on a contract-by-contract basis at the end of each reporting period were as follows (in thousands):

September 30, 2022 December 31, 2021
Deferred revenue $ 154,692 $ 99,575

~~During the nine months ended September 30, 2022, the Company converted $73.1 million in deferred revenue to revenue, which represented 73% of the prior year’s deferred revenue balance.~~duties.

Remaining Performance Obligations

As of September 30, ~~2022,~~2023, the Company had ~~$386.3~~$336.2 million of remaining performance obligations. The Company expects to recognize revenue on 100% of these performance obligations in the next twelve months.

~~15. Income (Loss)~~10. Earnings Per Share

The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Net income (loss)		$	40,822	$	(27,561)	$	13,542	$	(28,502)
Preferred dividends and accretion		12,257		5,479		36,045		5,479
Net income										Net income	$	23,214	$	40,644	$	114,154	$	9,683
Less: preferred dividends and accretion										Less: preferred dividends and accretion	13,091		12,257		38,359		36,045
Net income (loss) to common shareholders	Net income (loss) to common shareholders	$	28,565	$	(33,040)	$	(22,503)	$	(33,981)	Net income (loss) to common shareholders	$	10,123	$	28,387	$	75,795	$	(26,362)
Basic:	Basic:									Basic:
Weighted average shares	Weighted average shares	150,322		130,955		149,604		128,315		Weighted average shares	151,068		150,322		150,865		149,604
Income (loss) per share	Income (loss) per share	$	0.19	$	(0.25)	$	(0.15)	$	(0.26)	Income (loss) per share	$	0.07	$	0.19	$	0.50	$	(0.18)
Diluted:	Diluted:									Diluted:
Effect of Restricted Stock and Performance Awards		1,060		—		—		—
Effect of restricted stock and performance awards										Effect of restricted stock and performance awards	1,255		1,060		1,219		—
Weighted average shares	Weighted average shares	151,382		130,955		149,604		128,315		Weighted average shares	152,323		151,382		152,083		149,604
Income (loss) per share	Income (loss) per share	$	0.19	$	(0.25)	$	(0.15)	$	(0.26)	Income (loss) per share	$	0.07	$	0.19	$	0.50	$	(0.18)

~~Potentially dilutive common shares issuance pursuant to equity-based awards of 108,111 were not included as their effect was anti-dilutive for the three months ended September 30, 2022.~~ Potentially dilutive common shares issuable pursuant to equity-based awards of ~~2,504,046 and 1,203,520~~108,111 were not included for the nine

months ended September 30, 2022, ~~and 2021, respectively, and 1,203,520 for the three months ended September 30, 2021,~~ as their potential effect was anti-dilutive ~~since~~given the Company generated a net loss to common ~~stock holders.~~ shareholders.

There were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the nine months ended September 30, 2023 and 2022, as the average market price of the Company’s common stock has not exceeded the exercise price ~~is below the strike price.~~since their issuance.

~~16.~~11. Commitments and Contingencies

~~Litigation~~Legal Proceedings

The Company, in the normal course of business, is subject to claims and litigation. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss.

On August 30, 2017, the Company filed its first amended complaint in the U.S. District Court for the District of New Mexico against Nextracker LLC, Daniel S. Shugar, Marco Garcia, Flextronics International U.S.A., Inc., Scott Graybeal and Colin Mitchell ~~(collectively,~~(collectively, the “Defendants”) asserting (among other claims) trade secret misappropriation, tortious interference with contract, fraud, and breach of contract (the “Nextracker Litigation”). On July 15, 2022, the Company settled its claims against Defendants for $42.8 million and received payment on August 4, 2022.

On May 14, 2021, a putative class action was filed in the U.S. District Court for the Southern District of New York (the “Southern District of New York” or the “Court”) against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Exchange Act of 1933 (“Plymouth Action”). The Plymouth Action alleges misstatements and/or omissions in the Company’s registration statements and prospectuses related to the Company’s October 2020 initial public offering (“IPO”), the Company’s December 2020 offering (the “2020 Follow-On Offering”), and the Company’s March 2021 offering (the “2021 Follow-On Offering”) during the putative class period of October 14, 2020 through May 11, 2021.

On June 30, 2021, a second putative class action was filed in the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Exchange Act of 1933 (“Keippel Action”). The Keippel Action similarly alleged misstatements and/or omissions in certain of the Company’s registration statements and prospectuses related to the Company’s IPO, the Company’s 2020 Follow-On Offering, and the Company’s 2021 Follow-On Offering during the putative class period of October 14, 2020 through May 11, 2021. On July 6, 2021, the Court entered an order that the Keippel Action was in all material respects substantially similar to the Plymouth Action that both actions arise out of the same or similar operative facts, and that the parties are substantially the same parties. The Court accordingly consolidated the Keippel Action with the Plymouth Action for all pretrial purposes and, ordered all filings to be made in the Plymouth Action.

On July 16, 2021, a verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company (“First SDNY Derivative Action”). The complaint alleges: (1) violations of Section 14(a) of the Securities Exchange Act of 1934 for misleading proxy statements, (2) breach of fiduciary duty, (3) unjust enrichment, (4) abuse of control, (5) gross mismanagement, (6) corporate waste, (7) aiding and abetting breach of fiduciary duty, and (8) contribution under sections 10(b) and 21D of the Securities Exchange Act of 1934.

false/misleading proxy statement, (2) breach of fiduciary duty, and (3) aiding and abetting breaches of fiduciary duty. On August 24, 2021, the Second SDNY Derivative Action was consolidated with the First SDNY Derivative Action (the “Consolidated SDNY Derivative Action”), the Court appointed co-lead counsel, and the case was temporarily stayed pending the entry of an order on all motions to dismiss directed at the pleadings filed in the Plymouth Action. The stay shall remain in effect until the later of (a) the entry of an order on any motions to dismiss the Plymouth Action or, (b) to the extent the complaint in the Plymouth Action is amended, the entry of an order on any motions to dismiss any such amended complaints in the Plymouth Action.

On September 21, 2021, the Court in the Plymouth Action appointed a group comprised of institutional investors Plymouth County Retirement Association and Carpenters Pension Trust Fund for Northern California as lead ~~plaintiff.~~plaintiffs.

On December 7, 2021, an amended class action complaint was filed by lead ~~plaintiff~~plaintiffs in the Plymouth Action against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2), and 15 of the Securities Exchange Act of 1933, on behalf of a putative class of persons and entities that purchased or otherwise acquired the Company’s securities during the period from October 14, 2020 through May 11, 2021 (the “Consolidated Amended Complaint”). The Consolidated Amended Complaint alleges misstatements and/or omissions in: (1) certain of the Company’s registration statements and prospectuses related to the Company’s IPO, the Company’s 2020 Follow-On Offering, and the Company’s 2021 Follow-On Offering; (2) in the Company’s Annual Report on Form 10-K and associated press release announcing results for the fourth quarter and full fiscal year 2020; and (3) in the Company’s November 5, 2020 and March 9, 2021 earnings calls.

On ~~August~~October 17, 2022, the Court in the Plymouth Action set a briefing schedule for any motion to dismiss with the opening motion and supporting memorandum to be filed on or before October 17, 2022, any opposition to be filed on or before December 16, 2022, and any reply in support of the motion to be filed on or before January 16, 2023. The Company and other defendants in the Plymouth Action filed a joint motion to dismiss (the “Motion to Dismiss”) the Consolidated Amended Complaint. The lead plaintiff filed a motion opposing the Motion to Dismiss on December 16, 2022, and the Company and other defendants filed a reply in support of the motion to dismiss on January 17, 2023.

On May 19, 2023, the Court in the Plymouth Action granted the Company’s Motion to Dismiss. On July 5, 2023, the Court denied the lead plaintiffs’ request for leave to amend the Consolidated Amended Complaint ~~on October~~and dismissed the Plymouth Action with prejudice.

On August 4, 2023, the lead plaintiffs filed a notice of appeal of the Court’s dismissal of the Consolidated Amended Complaint (the “Second Circuit Appeal”).

On September 11, 2023, pursuant to a scheduling request filed by lead plaintiffs, the United States Court of Appeals for the Second Circuit ordered lead plaintiffs to file their opening brief in the Second Circuit Appeal by November 17, ~~2022.~~2023.

On August 3, 2022, a verified derivative complaint was filed in the Court of Chancery of the State of Delaware (the “Court of Chancery”) against certain officers and directors of the Company, asserting claims for: (1) breach of fiduciary duty and (2) unjust enrichment (“First Delaware Derivative Action”).

On August 11, 2022, a second verified derivative complaint was filed against certain officers and directors of the Company Court of Chancery, asserting claims for: (1) breach of fiduciary duty; (2) aiding and abetting

breaches of fiduciary duty; (3) waste of corporate assets; (4) unjust enrichment; (5) insider selling; and (6) aiding and abetting insider selling (“Second Delaware Derivative Action”).

On September 2, 2022, the Second Delaware Derivative Action was consolidated with the First Delaware Derivative Action (the “Consolidated Delaware Derivative Action”), the Court of Chancery appointed co-lead counsel, and the case was temporarily stayed pending the entry of an order on all motions to dismiss directed at the pleadings filed in the Plymouth Action. The stay shall remain in effect until the later of (a) the entry of an order on the pending motion to dismiss the

Consolidated Amended Complaint in the Plymouth Action, (b) to the extent the Consolidated Amended Complaint in the Plymouth Action is further amended, the entry of an order on any motions to dismiss any such amended complaints in the Plymouth Action, or (c) the public announcement of a settlement of the Plymouth Action.

The stays in both the Consolidated SDNY Derivative Action and the Consolidated Delaware Derivative Action remain in place following the dismissal of the Plymouth Action during the pendency of the Second Circuit Appeal.

At this time the Company believes that the likelihood of any material loss related to these matters is remote given the preliminary stage of the claims and strength of the Company’s defenses. The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of September 30, ~~2022 or December 31, 2021.~~2023.

Contingent Consideration

Tax Receivable Agreement

Concurrent with the Former Parent’s acquisition of Array Technologies Patent Holdings Co., LLC on July 8, 2016, the Company’s operating subsidiary, Array Tech, Inc. (f/k/a Array Technologies, Inc.), entered into a Tax Receivable Agreement (the “TRA”) with the former majority shareholder of Array. The TRA is valued based on the future expected payments under the agreement. The TRA provides for the payment by Array Tech, Inc., to the former owners for certain federal, state, local and non-U.S. tax benefits deemed realized in post-closing taxable periods by Array Tech, Inc., from the use of certain deductions generated by the increase in the tax value of the developed technology. The TRA is accounted for as contingent consideration and subsequent changes in fair value of the contingent liability are recognized in contingent consideration inon the condensed consolidated statements of operations. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the fair value of the TRA was ~~$7.1~~$9.6 million and ~~$14.6~~$8.6 million, respectively.

Estimating the amount of payments that may be made under the TRA is by nature imprecise. The significant fair value inputs used to estimate the future expected TRA payments to the former owners include the timing of tax payments, a discount rate, book income projections, timing of expected adjustments to calculate taxable income and the projected rate of use for attributes defined in the TRA.

Payments made under the TRA consider tax positions taken by the Company and are due within 125 days following the filing of the Company’s U.S. federal and state income tax returns under procedures described in the agreement. The current portion of the TRA liability is based on tax returns. The TRA will continue until all tax benefit payments have been made or the Company elects early termination under the terms described in the TRA.

The following table summarizes the ~~liability~~activity related to the estimated TRA liability (in thousands):

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Beginning balance $ 7,686 $ 12,016 $ 14,577 $ 19,691
Payments — — (1,483) (7,810)
Fair value adjustment (573) 936 (5,981) 1,071
Ending balance $ 7,113 $ 12,952 $ 7,113 $ 12,952


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Beginning balance	$	9,429	$	7,685	$	8,587	$	14,577
Payments	—		—		(1,200)		(1,483)
Fair value adjustment	190		(572)		2,232		(5,981)
Ending balance	$	9,619	$	7,113	$	9,619	$	7,113

The TRA liability requires significant judgment and is classified as Level 3 in the fair value hierarchy.

Surety Bonds

As of September 30, ~~2022,~~2023, the Company posted surety bonds in the total amount of ~~approximately $175.2~~$217.6 million. The Company is required to provide surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee the Company’s performance in accordance with contractual or legal obligations. These off-balance sheet arrangements do not adversely impact the Company’s liquidity or capital resources.

~~17.~~12. Fair Value of Financial Instruments

The carrying values and ~~the~~ estimated fair values of the Company’s debt financial instruments were as follows (in thousands):

September 30, 2022 December 31, 2021
Carrying Value Fair Value Carrying Value Fair Value
Convertible Notes $ 413,279 $ 381,625 $ 411,863 $ 410,771


	September 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Convertible Notes	$	415,158	$	485,563	$	413,752	$	430,236

~~The carrying values of the Revolving Credit Facility recorded in long-term debt on the condensed consolidated balance sheets approximate fair value due to the variable interest rate.~~ The fair value of the Convertible Notes is estimated using Level 2 inputs, as they are not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers.

The following table summarizes the activity related to the Capped Calls (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Beginning balance	$	64,014	$	—	$	—	$	—
Change in fair value gain and loss	116		—		(1,140)		—
Change due to correction of errors (see Note 1)	—		—		65,270		—
Ending balance	$	64,130	$	—	$	64,130	$	—

~~18.~~

The Capped Calls are valued using a Black-Scholes model, with the most judgmental unobservable input being the volatility measure. The value of the Capped Call is determined using unobservable inputs and is considered to be a Level 3 value in the fair value hierarchy.

The fair value of the Term Loans and Other Debt is estimated using Level 2 inputs. The carrying values of the Term Loans outstanding under the Senior Secured Credit facility recorded in the condensed consolidated balance sheets approximate fair value due to the variable nature of the interest rates.

Other Debt totaling $55.3 million, consists of $40.0 million variable rate obligations and $15.3 million fixed rate obligations. Of the $15.3 million fixed rate obligations, $3.3 million mature in 2023 and $11.9 million mature in 2024. Due to the relative short-term maturity of the fixed rate obligations, the Company believes current carrying value approximates fair value. The carrying value of the $40.0 million variable rate obligations approximate fair value due to the variable nature of the interest rates.

13. Equity-Based Compensation

2020 Equity Incentive Plan

On October 14, 2020, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective. The 2020 Plan authorized 6,683,919 new shares, subject to adjustments pursuant to the 2020 Plan.

~~During~~Restricted Stock Units

Pursuant to the ~~nine months ended September 30, 2022,~~2020 Plan, the Company ~~granted an aggregate of 1,433,829~~grants restricted stock units (“RSUs”) to employees and members of the Company’s board of ~~director members and 466,916 performance stock units (“PSUs”) to certain executives.~~directors. The fair value of the RSUs is determined using the market value of the Company’s common stock on the grant date.

RSU activity under the 2020 Plan during the nine months ended September 30, 2023, was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding non-vested, December 31, 2022	1,700,824	$	13.81
Shares granted	846,559	17.90
Shares vested	(564,358)	12.51
Shares forfeited	(135,313)	18.57
Outstanding non-vested, September 30, 2023	1,847,712	$	15.73

Performance Stock Units

The Company has granted performance stock units (“PSUs”) to certain employees. The PSUs cliff vest after three years and upon meeting certain revenue and adjusted EPS targets. The PSUs also contain a modifier based on the total stock return ~~(TSR)~~(“TSR”) compared to a certain index which modifies the number of PSUs that vest. The PSUs were valued using a Monte-Carlo simulation method ~~with a volatility assumption~~on the date of ~~66% - 79%, risk free interest rate of 0.28% - 2.79%~~grant based on the ~~United States~~U.S. Treasury Constant Maturity ~~rates and no dividends paid assumption.~~

~~Activity under the 2020 Plan was as follows:~~

RSUs
Number of Shares Weighted Average Grant Date Fair Value
Unvested, December 31, 2021 930,409 $ 21.66
Granted 1,433,829 $ 10.16
Vested (278,792) $ 18.68
Forfeited (127,325) $ 18.50
Unvested, September 30, 2022 1,958,121 $ 13.97
PSUs
Number of Shares Weighted Average Grant Date Fair Value
Unvested, December 31, 2021 147,687 $ 27.75
Granted 466,916 $ 10.88
Vested — $ —
Forfeited (68,678) $ 30.74
Unvested, September 30, 2022 545,925 $ 12.95

~~Class B Units and Class C Units of Former Parent~~

rates. The ~~Company accounted for equity grants to employees of Class B Units and Class C Units (collectively, the “Units”) of Former Parent as equity-based compensation under ASC 718,~~ ~~Compensation-Stock Compensation. The Units contain vesting provisions as defined~~following assumptions were used in the ~~agreement. Vested Units do not forfeit upon termination and represent a residual interest in Former Parent. Equity-based compensation cost is measured at~~Monte Carlo simulation for computing the grant date fair value and is recognized on a straight-line basis over the requisite service period, including those Units with graded vesting with a corresponding credit to additional paid-in capital as a capital contribution from Former Parent. However, the amount of equity-based compensation at any date is equal to the portion of the ~~grant date value of the award that is vested.~~

~~The Units~~PSUs issued to employees are measured at fair value on the grant date using an option pricing model. The Company utilizes the estimated weighted average of the Company’s expected fund life dependent on various exit scenarios to estimate the expected term of the awards. Expected volatility is based on the average of historical and implied volatility of a set of comparable companies, adjusted for size and leverage. The risk-free rates are based on the yields of U.S. Treasury instruments with comparable terms. Actual results may vary depending on the assumptions applied within the model.

On November 19, 2019 and May 19, 2020, Former Parent issued 22,326,653 and 4,344,941, respectively, Class B Units to certain employees of the Company. On March 28, 2020, Former Parent issued 1,000 Class C Units to a member of the board of directors of Array Technologies, Inc.

On March 23, 2021, in connection with the closing of the 2021 Follow-On Offering, all of the outstanding Class B Units of Former Parent were immediately vested per the terms of the equity awards, resulting in the Company accelerating the recognition of equity-based compensation of $8.9 million forduring the nine months ended September 30, ~~2021.~~2023 and 2022:


	2023		2022
Volatility	90	%	60	%
Risk-free interest rate	3.74	%	2.83	%
Dividend yield	—	%	—	%

PSU activity under the 2020 Plan during the nine months ended September 30, 2023, was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding non-vested, December 31, 2022	464,393	$	11.96
Shares granted	263,594	19.22
Shares vested	—	—
Shares forfeited	(33,176)	15.15
Outstanding non-vested, September 30, 2023	694,811	$	14.56

For the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized $3.4 million and $4.2 million, ~~and $2.2 million~~respectively, in equity-based compensation ~~respectively.~~expense. For the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized $11.9 million and $11.7 million, ~~and $14.3 million~~respectively, in equity-based ~~compensation, respectively. As of~~compensation. At September 30, ~~2022,~~2023, the Company had ~~$23.0~~$24.7 million of unrecognized compensation costs related to RSUs and PSUs, which isare expected to be recognized over ~~a period of 2 years. There were 76,936~~approximately 2.0 years and ~~196,003 forfeitures during the three and nine months ended September 30, 2022 and 18,772 and 79,277 forfeitures during the three and nine months ended September 30, 2021,~~2.2 years, respectively.

~~19. Related Party Transactions~~

~~Accounts Payable-Related Party~~

The Company had $0.5 million and $0.6 million as of September 30, 2022 and December 31, 2021, respectively, of accounts payable-related party with the former shareholders of Array. The payables relate to a federal tax refund related to the pre-acquisition periods and restricted cash related to Former Parent’s acquisition of the Company which were due to the sellers of Array upon release of the restriction offset by a receivable related to a sales/use tax audit from the pre-acquisition period for which the seller provided the Company with indemnification.

~~Tax Receivable Agreement~~

~~See~~ ~~Note 16 – Commitments and Contingencies~~ ~~– Tax Receivable Agreement.~~

2014 Segment Reporting

ASC 280 Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Historically, the Company managed its business on the basis of one operating and reportable segment. ~~During~~Concurrent with the ~~nine months ended September 30,~~acquisition of STI in January 2022, the Company ~~changed its reportable segments as a result of the STI Acquisition; the Company now operates~~began operating as two segments; Array Legacy Operations and STI Operations.

The following table provides a reconciliation of certain financial information for the Company’s reportable segments to information presented in its condensed consolidated financial statements for the three and nine

months ended September 30, ~~2022~~2023 and ~~2021 and as of September 30,~~ 2022 ~~and December 31, 2021~~ (in thousands):

Three Months Ended September 30, 2022 Three Months Ended September 30, 2021
Array Legacy Operations STI Operations Total Array Legacy Operations
Revenue $ 400,463 $ 114,561 $ 515,024 $ 188,686
Gross Profit $ 63,921 $ 16,302 $ 80,223 $ 5,897

Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021
Array Legacy Operations STI Operations Total Array Legacy Operations
Revenue $ 998,292 $ 237,183 $ 1,235,475 $ 633,442
Gross Profit $ 119,029 $ 27,727 $ 146,756 $ 72,570


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue:
Array Legacy Operations	$	244,857	$	400,463	$	895,322	$	998,292
STI Operations	105,581		114,561		339,614		237,183
Total	$	350,438	$	515,024	$	1,234,936	$	1,235,475

Gross Profit:
Array Legacy Operations	$	58,233	$	60,281	$	241,019	$	108,111
STI Operations	29,146		16,302		90,303		27,727
Total	$	87,379	$	76,583	$	331,322	$	135,838

3431

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included in Part I, “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q (this “Quarterly Report”), as well as our audited financial statements and notes thereto as of and for the year ended December 31, ~~2021~~2022 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (“~~2021~~2022 Annual Report”). Each of the terms the “Company,” “Array,” “we,” or “us” as used herein refers collectively to Array Technologies, Inc. and its wholly owned subsidiaries, unless otherwise stated. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections captioned “Forward-Looking Statements” and “Risk Factors” in this Quarterly Report and our ~~2021~~2022 Annual Report.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report 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 possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. 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.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report with the understanding that our actual future results may be materially different from what we expect.

Important factors that could cause actual results to differ materially from our expectations include factors in “Summary Risk Factors” and the “Risk Factors” sections of this Quarterly Report. 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.

Summary Risk Factors

Our business is subject to a number of risks that if realized could materially and adversely affect our business, financial conditions, results of operations, cash flows and access to liquidity. These risks are discussed more fully in the “Risk Factors” section of this Quarterly ~~Report.~~Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Our principal risks include the following:

•~~we may be unable to successfully integrate the business of STI (as defined below) into our business or achieve the anticipated benefits of the STI Acquisition (as defined below);~~

•~~the capped call transactions may affect the value of our Convertible Notes (as defined below) and the market price of our common stock;~~

•~~the fundamental change repurchase feature of the Convertible Notes may delay or prevent an otherwise beneficial attempt to acquire us;~~

•if demand for solar energy projects does not continue to grow or grows at a slower rate than we anticipate, our business will suffer;

•the viability and demand for solar energy are impacted by many factors outside of our control, which makes it difficult to predict our future prospects;

•competitive pressures within our industry may harm our business, revenues, growth rates and market share;

•a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment, could harm our business and negatively impact revenue, results of operations and cash flow;

•a failure to retain key personnel or a failure to attract additional qualified personnel may affect our ability to achieve our anticipated level of growth and adversely affect our business;

•a drop in the price of electricity derived from the utility grid or from alternative energy sources may harm our business, financial condition, results of operations and prospects;

•we have and may continue to face challenges in our ability to consolidate the financial reporting of our acquired foreign subsidiaries;

•defects or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products;

•~~developments~~we may experience delays, disruptions or quality control problems in ~~alternative technologies may have a material adverse effect on demand for~~ our ~~offerings;~~product development operations;

•ana further increase in interest rates, or a reduction in the availability of tax equity or project debt capital in the global financial markets could make it difficult for customers to finance the cost of a solar energy system and could reduce the demand for our products;

•changes to tax laws and regulations that are applied adversely to us or our customers could materially adversely affect our business, financial condition, results of operations and prospects;

•existing 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 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;

•changes in the ~~U.S.~~global trade environment, including the imposition of import tariffs or other import restrictions, could adversely affect the amount or timing of our revenues, results of operations or cash flows;

•economic, political and market conditions, including the ~~impact of~~Russian-Ukraine conflict, uncertain credit and global financial markets resulting from increasing inflation and interest rates along with recent bank failures, and the ~~ongoing conflict in Ukraine~~COVID-19 pandemic, have had and could continue to have an adverse effect on our ~~supply chain~~business, results of operations and ~~cost of logistics~~financial condition, including our revenue growth and profitability, which in turn could adversely affect ~~the amount or timing of~~ our ~~revenues, results of operations or cash flows;~~stock price;

•the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business;

•if we fail to, or incur significant costs in order to obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary rights, our business and results of operations could be materially harmed;

•we may need to defend ourselves against third-party claims that we are infringing, misappropriating or otherwise violating others’ intellectual property rights, which could divert management’s attention, cause us to incur significant costs and prevent us from selling or using the technology to which such rights relate;

•significant changes in the cost of raw materials could adversely affect our financial performance;

•we are dependent on transportation and logistics providers to deliver our products in a cost-efficient manner. Disruptions to transportation and logistics, including increases in shipping costs, could adversely impact our financial condition and results of operations;

•~~the determination to restate prior period financial statements could negatively affect investor confidence and raise reputational issues;~~

•we may be unable to remediate our material weaknesses in a timely manner or at all;

•our substantial indebtedness could adversely affect our financial condition;

•the implementation of the Inflation Reduction Act may not deliver as much growth as we are anticipating, and we may not be able to maximize its benefits; and

•~~the ongoing COVID-19 pandemic has materially and adversely affected~~cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information could harm our ~~business and results of operations. The duration and extent to which it will continue to adversely impact our business and results of operations remains uncertain and could be material.~~business.

Overview

We are one of the world’s largest manufacturers of ground-mounting tracking systems used in solar energy ~~projects.~~projects at utility scale. Our principal products are a portfolio of integrated ~~system~~solar tracking systems comprised of steel supports, electric motors, gearboxes and electronic controllers commonly referred to as a single-axis “tracker.” Trackers move solar panels throughout the day to maintain an optimal orientation to the sun, which significantly increases their energy production. Solar energy projects that use trackers generate more energy and deliver a lower Levelized Cost of Energy than projects that use “fixed tilt” mounting systems, which do not move. The vast majority of ground mounted solar systems in the ~~United States, and an increasing amount outside of the~~ U.S., use trackers.

Our flagship ~~trackers~~tracker uses a patented design that allows one motor to drive multiple rows of solar panels through articulated driveline joints. To avoid infringing on our U.S. patent, our competitors must use designs that we believe are inherently less efficient and reliable. For example, our largest competitor’s design requires one motor for each row of solar panels. As a result, we believe our products have greater reliability, lower installation costs, reduced maintenance requirements and competitive manufacturing costs. Our core U.S. patent on a linked-row, rotating gear drive system does not expire until February 5, 2030.

~~Array acquired~~With our acquisition of STI ~~Norland~~ in January 2022, ~~introducing~~we added a dual-row tracker design to ~~the~~our product portfolio. This tracker uses one motor to drive two connected rows and is ideally suited for sites with irregular and highly angled boundaries or fragmented project areas. To offer a comprehensive set of solutions to the growing market, in September of 2022, ~~Array~~we also introduced a third tracker product requiring significantly less grading and civil works permitting prior to installation in addition to accommodating uneven terrain. This suite of products extends ~~Array’s~~our target applications and ~~bankability~~ability to deliver the best utility-scale solar tracker solutions to the market. ~~All of our products are protected by U.S. and international patents, including our core U.S. patent on a linked-row, rotating gear drive system which does not expire until February 5, 2030.~~

We sell our products to engineering, procurement and construction firms (“EPCs”) that build solar energy projects and to large solar developers, independent power producers and utilities, often under master supply agreements or multi-year procurement contracts. During the nine months ended September 30, ~~2022,~~2023, we derived ~~79%~~72% and ~~21%~~28% of our revenues from customers in the United States and the rest of the world, respectively. As of September 30, 2023, we had shipped more than 70.0 gigawatts of trackers to customers worldwide, including STI.

WeOur corporate headquarters are ~~a U.S. company, and our headquarters and principal manufacturing facility are~~located in Albuquerque, New Mexico. As of September 30, ~~2022,~~2023, we had ~~1,118~~1,058 full-time ~~employees, up from 471 as of December 31, 2021, with the increase primarily due to the STI Acquisition (as defined below).~~employees.

3734

Acquisition of STI Norland

On January 11, 2022, ~~(the “Acquisition Date”),~~ the Company ~~closed the~~completed its acquisition ~~(the “STI Acquisition”)~~ of ~~Soluciones Técnicas Integrales Norland, S.L. and its subsidiaries (collectively, “STI”) pursuant to that certain~~STI for purchase agreement, dated November 10, 2021, by and among Amixa Capital, S.L. and Aurica Trackers, S.L., each a company duly organized under the laws of the Kingdom of Spain (together, the “Sellers”) and Mr. Javier Reclusa Etayo (the “STI Purchase Agreement”). In accordance with the STI Purchase Agreement, the Company paid closing consideration ~~to the Sellers consisting~~ of $410.5 million in cash and 13,894,800 shares of the Company’s common stock. The fair value of the purchase consideration was $610.8 million and resulted in the Company owning 100% of the equity interests in STI.

~~The~~ STI ~~Acquisition provided the Company with an immediate presence in Brazil, Western Europe and South Africa.~~

As a result of the STI Acquisition, the Company began reporting its results of operations in two segments: its Array legacy operating segment (the “Array Legacy Operations”) and the newly acquired operations (the “STI Operations”) pertaining to STI. The primary source ofgenerates revenue ~~of the STI Operations is~~through the design, manufacture and sale of its utility-scale solar tracker ~~system~~systems to ~~utility scale~~ customers in ~~principal~~global markets tothat include Spain, Brazil, U.S. and South ~~Africa~~Africa. The integration of STI provides us the opportunity to accelerate our international expansion and ~~other international markets.~~better address rising global demand for utility-scale solar projects, particularly in developing countries in South America and Africa.

~~Update on~~Out-of-Period Adjustment for the ~~Impact~~Correction of ~~COVID-19~~Errors

~~We continue~~During the first quarter of fiscal year 2023, the Company identified certain errors in its previously issued financial statements that have been corrected through a cumulative out-of-period adjustment in the condensed consolidated financial statements as of and for the three months ended March 31, 2023. The Company has concluded that the cumulative out-of-period adjustment for the correction of these errors is not material to ~~closely monitor~~ the ~~ongoing impact~~financial statements for the three months ended March 31, 2023. A summary of these corrections and a summary of the ~~COVID-19 pandemic~~cumulative impact is provided in all the locations where we operate. Our priority remains the welfare of our employees. We expect persistent waves of COVID-19, including variants of the virus, to remain a headwind into the near future. The durationNote 1 – Organization, Business and ~~extent to which it will continue to adversely impact our business and results of operations remain uncertain and could be material.~~

We are continuously evaluating our capital structure in response to the current environment and expect that our current financial condition, including our liquidity sources will be adequate to fund future commitments. See additional discussion in the ~~Liquidity and Capital Resources~~Out-of-Period Adjustments ~~section below.~~in Part I of this Quarterly Report.

Inflation

~~The Company could see an impact from elevated inflation and other operating costs. Inflation~~Inflationary pressures are expected to persist, at least in the ~~United States peaked at a year-over-year rate~~near-term, and may continue to negatively impact our results of ~~9.1%~~operation. To mitigate the inflationary pressures on our business, we have implemented selective price increases in ~~June, before moderating~~certain markets, accelerated productivity initiatives and expanded our supplier base, while continuing to ~~a still-elevated 8.2% in September. In Europe, energy price pressures and inflation have remained~~execute on an upward path, with September U.K. inflation rebounding to 10.1% and Euro Area inflation at 9.9%, both on a year-over-year basis. Interest rates have increased quickly and substantially as central banks in developed countries raise interest rates in an effort to subdue inflation, while government deficits and debt remain at high levels in many global markets. The eventual implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higheroverhead cost ~~of capital during our forecast period.~~containment practices.

Impact of Potential Solar Module Supply Chain Disruptions

~~In February~~On April 1, 2022, ~~Auxin Solar Inc., a U.S. producer of crystalline silicon PV products, petitioned~~ the U.S. Department of Commerce (“USDOC”) initiated anti-circumvention inquiries of the U.S. Solar 1 Orders covering merchandise from Vietnam, Malaysia, Thailand, and Cambodia pursuant to ~~investigate alleged circumvention~~Section 781 of the Tariff Act of 1930. The USDOC issued preliminary determinations in these inquiries on December 1, 2022, affirmatively finding that certain photovoltaic solar cells and modules produced in Vietnam, Malaysia, Thailand, and Cambodia using parts and components from China from certain producers and/or exporters, are circumventing the Solar 1 Orders and therefore should be subject to the antidumping and countervailing duties on Chinese imports by crystalline silicon PV cells and module imports assembled and completed in Cambodia, Malaysia, Thailand, and Vietnam. On March 28, 2022, the USDOC announced that it would investigate the circumvention alleged in the petition. As disclosed in our quarterly report on Form 10-Q for the three months ended March 31, 2022, the investigation created uncertainty related to the supply of solar modules. duty liabilities arising from those orders.

As a result of the USDOC’s investigation, ~~the Company~~we saw a number of projects in ~~its~~our order book

initially delayed; however, on June 6, 2022, President Biden ~~suspended,~~issued an emergency declaration delaying the imposition of any cash deposit or duty payment obligations on merchandise subject to these inquiries until the earlier of (i) the expiration of the order on June 6, 2024, or (ii) termination of the emergency declaration by the President. Merchandise from the four subject countries covered under the scope of these inquiries should therefore not be subject to any antidumping or countervailing duty liabilities under the Solar 1 Orders until the termination of the emergency declaration as long as the importer(s) and exporter(s) follow proper certification procedures that will be implemented by the USDOC. On May 3, 2023, however, the U.S. Senate voted to repeal President Biden’s emergency declaration. On May 16, President Biden announced that he had vetoed the U.S. Senate’s actions, and the emergency declaration will remain in place until June of 2024.

On August 18, 2023, the USDOC announced the final determinations in the circumvention inquiries of solar cells and modules from China. The USDOC found that certain Chinese producers were shipping solar products through Cambodia, Malaysia, Thailand, and/or Vietnam for ~~a period of 24 months, certain~~ minor processing in an attempt to circumvent

antidumping and countervailing duties. The final determination affirms the USDOC’s preliminary findings in most respects; however, pursuant to President Biden’s June 6, 2022 emergency declaration, duties will not be collected on ~~crystalline silicon PV cells~~any solar module and ~~module~~cell imports ~~assembled~~from these four countries until June 2024. The repeal of the President’s emergency declaration, and ~~completed~~any affirmative determinations made once the suspension is lifted in southeast Asia. Due to these developments the Company has not observed a material decrease in customer demand for our product, and unless the duties are reinstated, the Company does not currently believe the investigation is reasonably likely toany event, would have ~~a material~~an adverse effect on ~~future periods.~~the global solar energy marketplace, and as such, an adverse effect on our business, financial condition, and results of operations.

While we do not sell solar modules, the degree of our exposure is dependent on, among other things, the impact of the investigation on the projects that are also intended to use our products, with such impact being largely out of our control. To date, ~~the Company has~~we have seen a number of projects in our order book delayed as a result of the USDOC ~~investigation.~~investigation; however, the ultimate severity or duration of the expected solar panel supply chain disruption or its effects on our clients’ solar project development and construction activities remains uncertain. More broadly, legislation has been proposed that would make it easier for domestic companies to obtain affirmative determinations in antidumping and countervailing duties investigations. The proposed USICA/America COMPETES Act, if enacted, could result in future successful petitions that limit imports from Asia and other regions.

~~Additionally, certain suppliers could be blocked from importing solar panels~~Solar panel imports to the ~~United States under~~U.S. may also be impacted by the Uyghur Forced Labor Prevention Act (“UFLPA”)~~. UFLPA seeks~~ that was signed into law by President Biden on December 23, 2021. According to block the import of products made with forced labor in certain areas of China. An inter-agency task force produced a report on June 21, 2022 which, among other things, includes a list of entities that are believed to be using or benefiting from forced labor. Some suppliers of solar modules have seen shipments detained by USU.S. Customs and Border ~~Patrol pursuant~~Protection, “it establishes a rebuttable presumption that the importation of any goods, wares, articles, and merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China, or produced by certain entities, is prohibited by Section 307 of the Tariff Act of 1930 and that such goods, wares, articles, and merchandise are not entitled to entry to the ~~UFLPA. These detainments have~~U.S. The presumption applies unless the Commissioner of U.S. Customs and Border Protection determines that the importer of record has complied with specified conditions and, by clear and convincing evidence, that the goods, wares, articles, or merchandise were not ~~directly impacted~~produced using forced labor.” There continues to be uncertainty in the market around achieving full compliance with UFLPA, whether related to sufficient traceability of materials or other factors. This has created a significant compliance burden and constrained solar panel imports. We cannot currently predict what, if any, ~~of Array’s projects to date; however, we cannot be certain that future detainments will not directly~~ impact ~~projects that use our products and services. Array is monitoring whether~~the UFLPA will ~~affect supplies~~have on the overall future supply of solar ~~modules for~~panels into the U.S. and the related timing and cost of our clients’ solar project, development and construction activities. While we do not import or sell solar panels, project delays caused by solar panel constraints may negatively impact our product delivery schedules and future sales, and therefore our business, financial condition, and results of operations.

Antidumping and Countervailing Duty Petitions on Aluminum Extrusions

On October 4, 2023, domestic producers filed petitions with the USDOC International Trade Commission, seeking antidumping duties on imports of aluminum extrusions from Colombia, the Dominican Republic, Ecuador, India, Indonesia, Italy, Malaysia, Mexico, China, South Korea, Taiwan, Thailand, Turkey, the United Arab Emirates (UAE) and Vietnam, and countervailing duties on such imports from China, Indonesia, Mexico and Turkey.

The merchandise subject to this investigation is aluminum extrusions, regardless of form, finishing or fabrication, whether assembled with other parts or unassembled, whether coated, painted, anodized or thermally improved. Certain components in our trackers, including certain clamps, U-joints, and bearing housings are made using extruded aluminum. It is anticipated that the USDOC will set preliminary countervailing duty rates in March of 2024 and preliminary antidumping rates in May of 2024, with the potential to cover materials imported from December 2023 and February 2024 onward, respectively. We cannot currently predict what, if any, impact the USDOC’s investigation will have on the overall future supply of these components. We continue to monitor developments in the ~~projects~~investigation and work to ~~which~~mitigate its impact on our

supply chain, but if we ~~sell~~are unable to do so, these antidumping and countervailing duties could negatively impact our ~~products.~~business, financial condition, and results of operations.

Impact of the Ongoing Russian-Ukraine Conflict ~~in Ukraine~~

The ongoing Russian-Ukraineconflict ~~in Ukraine~~ has reduced the availability of material that can be sourced in Europe and, as a result, increased logistics costs for the procurement of certain inputs and materials used in our products. We do not know ultimate severity or duration of the conflict, ~~in Ukraine,~~ but we continue to monitor the situation and evaluate our procurement strategy and supply chain as to reduce any negative impact on our business, financial condition and results of operations.

Performance Measures

In managing our business and assessing financial performance, we supplement the information provided by the financial statements with other operating metrics. These operating metrics are utilized by our management to evaluate our business, measure our performance, identify trends affecting our business and formulate projections. The primary operating metric we use to evaluate our sales performance and to track market acceptance of our products from year to year is megawatts (“MWs”) shipped generally and the change in MW shipped from period to period specifically. MWs are measured for each individual project and calculated based on the expected output of that project once installed and fully operational.

We also utilize metrics related to price and cost of goods sold per MW, including average selling price (“ASP”) and cost per watt (“CPW”). ASP is calculated by dividing total applicable revenues by total applicable MWs, while CPW is calculated by dividing total applicable costs of goods sold by total applicable MWs. These metrics enable us to evaluate trends in pricing, manufacturing cost and customer profitability.

Key Components of Our Results of Operations

The following discussion describes certain line items in our consolidated statements of operations.

Revenue

Our operating segments generate revenue from the sale of solar tracking systems, parts and services. Our customers include EPCs, utilities, large solar developers and independent power producers. For each individual solar project, we enter into a contract with our customers covering the price, specifications, delivery dates and warranty for the products being purchased, among other things. Our contractual delivery period for the tracker system and parts can vary from days to several months. Contracts can range in value from hundreds of thousands to tens of millions of dollars.

Our revenue is affected by changes in the volume and ASPs of solar tracking systems purchased by our customers. The quarterly volume and ASP of our systems is driven by the supply of, and demand for, our products, changes in product mix between module type and wattage, geographic mix of our customers, strength of competitors’ product offerings, and availability of government incentives to the end-users of our products.

Our revenue growth is dependent on continued growth in the amount of solar energy projects installed each year as well as our ability to increase our share of demand in each of the geographies where we compete, expanding our global footprint to new evolving markets, growing our production and supply chain capabilities to meet demand, and continuing to develop and introduce new and innovative products that address the changing technology and performance requirements of our customers.

Cost of Revenue and Gross Profit

Cost of revenue for both segments consists primarily of product costs, including purchased components, as well as costs related to shipping, tariffs, customer support, product warranty, personnel and depreciation of test and manufacturing equipment. Personnel costs in cost of revenue includes both direct labor costs as well as costs attributable to any individuals whose activities relate to the transformation of raw materials or component parts into finished goods or the transportation of materials to the customer.

Some of these costs, primarily personnel and depreciation of test and manufacturing equipment, are not directly affected by sales volume. Our product costs are affected by the underlying cost of raw materials, including steel and aluminum; component costs, including electric motors and gearboxes; technological innovation; economies of scale resulting in lower component costs and improvements in production processes and automation. In 2021, our business was impacted by the COVID-19 pandemic by increased raw materials and shipping costs and shipping delays which have resulted in reduced margins and in certain instances have incurred remediation costs and liquidated damages owed to the customer. We have modified our processes in order to decrease the impact on our margins from these cost increases; however, we do not know how long the current operating environment will persist. We do not currently hedge against changes in the price of raw materials. ~~Some~~

In addition, cost of ~~these costs, primarily personnel and depreciation~~revenue includes amortization of ~~test and manufacturing equipment, are not directly affected by sales volume.~~developed technology.

Gross profit may vary from quarter to quarter and is primarily affected by our ASPs, product costs, product mix, customer mix, geographical mix, shipping method, warranty costs and seasonality.

Operating Expenses

Operating expenses consist of general and administrative costs, contingent consideration, as well as depreciation and amortization expense. Personnel-related costs are the most significant component of our operating expenses and include salaries, benefits, payroll taxes and commissions. Our full-time employee headcount in our general and administrative departments has grown from approximately 210 as of December 31, 2021 to approximately 424, due in part to the STI Acquisition, as of September 30, 2022, and we expect to continue to hire new employees to support our growth. The timing of these additional hires could materially affect our operating expenses in any particular period, both in absolute dollars and as a percentage of revenue. We expect to continue to invest substantial resources to support our growth and continued technological

~~advancement and anticipate that general and administrative and depreciation expenses will increase in absolute dollar amounts for the foreseeable future.~~

General and administrative expenses

General and administrative expenses consist primarily of salaries, ~~equity-based compensation, employee~~ benefits and ~~payroll taxes~~equity-based compensation related to our ~~executives,~~executive, sales, engineering, finance, human resources, information technology ~~engineering~~ and legal ~~organizations,~~personnel, as well as travel, ~~facilities~~facility costs, marketing, bad debt provision and ~~fees for~~ professional services. Professional services consist of audit, legal, tax, insurance, information technology and other costs. We expect an increase in the number of sales and marketing personnel in connection with the expansion of our global sales and marketing footprint, enabling us to penetrate new markets. The majority of our sales in 2022 were in the U.S.; however, with the STI Acquisition, we continue to expand our international presence with additional global sales staff. We currently have a sales presence in the U.S., Australia, the U.K., Spain, South Africa and Brazil. We intend to continue to expand our sales presence and marketing efforts to additional countries. We also expect thatfees. Further, as a relatively new public company, we ~~will~~may incur additional audit, accounting, tax, ~~accounting,~~ legal and other costs related to compliance with applicable securities laws and other regulations, as well as additional insurance, investor relations and other costs associated with being a public company. ~~We also anticipate an increase in our spend related to product innovation as we hire additional engineering resources and increase our external research & development spend.~~

Contingent Consideration

Contingent consideration consists of the changes in fair value of the Taxes Receivable Agreement (“TRA”) entered into with Ron P. Corio, a former indirect stockholder, concurrent with the Acquisition of Array Technologies Patent Holdings Co., LLC by our Former ~~Parent.~~Parent, ATI Investment Parent, LLC.

The TRA liability is recorded at fair value and changes in the fair value are recognized in earnings. The TRA will generally provide for the payment by our operating company, Array Tech, Inc. (f/k/a Array Technologies, Inc.), to Ron P. Corio for certain federal, state, local and non-U.S. tax benefits deemed realized in post-closing taxable periods by Array Tech, Inc. from the use of certain deductions generated by the increase in the tax value of the developed technology. Estimating fair value of the TRA is by nature imprecise. The significant fair value inputs used to estimate the future expected TRA payments to ~~Ron P.~~Mr. Corio include the timing of tax payments, a discount rate, book income projections, timing of expected adjustments to calculate taxable income and the projected rate of use for attributes defined in the TRA.

Depreciation and Amortization

Depreciation in our operating expense consists of costs associated with property, plant and equipment (“PP&E”) not used in manufacturing of our products. We expect that as we continue to grow both our revenue and our general and administrative personnel, we will require some additional PP&E to support this growth resulting in additional depreciation expense.

~~Amortization~~

Amortization of intangibles consists of ~~developed technology,~~ customer relationships, contractual backlog, and the STI trade name amortized over their expected period of use.

Non-Operating Expenses

Interest Expense

Interest expense consists of interest and other charges paid in connection with (i) our ~~Senior~~$575 million senior secured 7-year term loan facility (the “Term Loan Facility”), (ii) our $200 million senior secured 5-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit ~~Facility and~~Facility”), (iii) our 1.00% Convertible Senior Notes due 2028 (the “Convertible Notes”) ~~issued in December 2021, as well as other debt~~, and (iv) the Other Debt we assumed in connection with the STI Acquisition.

~~Legal Settlement~~

~~Legal settlement income includes a legal settlement awarded and paid from~~ ~~Nextracker LLC, for~~ ~~$42.8 million for the Company asserting (among other claims) trade secret misappropriation, tortious interference with contract, fraud, and breach of contract (the “Nextracker Litigation”).~~

Income Tax Expense

We are subject to ~~United States~~U.S. federal and state ~~income taxes as well as foreign~~and non-U.S. income taxes. As we expand into additional foreign markets, we may be subject to additional foreign tax.

Results of Operations

The following table sets forth our consolidated statement of operations (dollars in thousands):

Three Months Ended September 30, Increase/Decrease Nine Months Ended September 30, Increase/Decrease
2022 2021 $ % 2022 2021 $ %
Revenue $ 515,024 $ 188,686 $ 326,338 173 % $ 1,235,475 $ 633,442 $ 602,033 95 %
Cost of revenue 434,801 182,789 252,012 138 % 1,088,719 560,872 527,847 94 %
Gross profit 80,223 5,897 74,326 1260 % 146,756 72,570 74,186 102 %
Operating expenses
General and administrative 38,911 18,493 20,418 110 % 107,881 58,279 49,602 85 %
Contingent consideration (572) 936 (1,508) (161) % (5,981) 1,071 (7,052) (658) %
Depreciation and amortization 23,364 5,984 17,380 290 % 70,405 17,949 52,456 292 %
Total operating expenses 61,703 25,413 36,290 143 % 172,305 77,299 95,006 123 %
Income (loss) from operations 18,520 (19,516) 38,036 (195) % (25,549) (4,729) (20,820) 440 %
Other income (expense)
Other expense, net (399) (297) 102 (34) % (27) (497) (470) (95) %
Legal settlement 42,750 — 42,750 100 % 42,750 — 42,750 100 %
Foreign currency gain (loss) (159) — 159 100 % 1,968 — 1,968 100 %
Interest expense (8,746) (13,109) (4,363) 33 % (23,709) (28,769) (5,060) (18) %
Total other income (expense) 33,446 (13,406) (46,852) 349 % 20,982 (29,266) (50,248) (172) %
Income (loss) before income tax (benefit) expense 51,966 (32,922) 84,888 (258) % (4,567) (33,995) 29,428 (87) %
Income tax (benefit) expense 11,144 (5,361) 16,505 (308) % (18,109) (5,493) (12,616) 230 %
Net income (loss) $ 40,822 $ (27,561) $ 68,383 (248) % $ 13,542 $ (28,502) $ 42,044 (148) %


	Three Months Ended September 30,				Increase/(Decrease)				Nine Months Ended September 30,				Increase/(Decrease)
	2023		2022		$		%		2023		2022		$		%
Revenue	$	350,438	$	515,024	$	(164,586)	(32)	%	$	1,234,936	$	1,235,475	$	(539)	—	%
Cost of revenue:
Cost of product and service revenue	259,419		434,801		(175,382)		(40)	%	892,696		1,088,719		(196,023)		(18)	%
Amortization of developed technology	3,640		3,640		—		—	%	10,918		10,918		—		—	%
Total cost of revenue	263,059		438,441		(175,382)		(40)	%	903,614		1,099,637		(196,023)		(18)	%
Gross profit	87,379		76,583		10,796		14	%	331,322		135,838		195,484		144	%

Operating expenses:
General and administrative	37,432		38,703		(1,271)		(3)	%	115,825		113,064		2,761		2	%
Change in fair value of contingent consideration	190		(572)		762		133	%	2,232		(5,981)		8,213		137	%
Depreciation and amortization	9,552		21,258		(11,706)		(55)	%	29,361		63,237		(33,876)		(54)	%
Total operating expenses	47,174		59,389		(12,215)		(21)	%	147,418		170,320		(22,902)		(13)	%

4339


Income (loss) from operations	40,205		17,194		23,011		134	%	183,904		(34,482)		218,386		633	%

Other (expense) income:
Other (expense), net	(446)		(1,092)		646		59	%	(127)		(2,295)		2,168		(94)	%
Interest income	3,425		778		2,647		(340)	%	6,124		2,371		3,753		158	%
Legal settlement	—		42,750		(42,750)		(100)	%	—		42,750		(42,750)		(100)	%
Foreign currency gain (loss)	207		(159)		366		230	%	273		1,968		(1,695)		(86)	%
Change in fair value of derivative assets	116		—		116		100	%	(1,140)		—		(1,140)		(100)	%
Interest expense	(13,064)		(8,831)		(4,233)		(48)	%	(35,372)		(23,812)		(11,560)		(49)	%
Total other (expense) income	(9,762)		33,446		(43,208)		(129)	%	(30,242)		20,982		(51,224)		(244)	%
Income (loss) before taxes	30,443		50,640		(20,197)		(40)	%	153,662		(13,500)		167,162		1238	%
Income tax expense (benefit)	7,229		9,996		(2,767)		(28)	%	39,508		(23,183)		62,691		270	%
Net income	$	23,214	$	40,644	$	(17,430)	(43)	%	$	114,154	$	9,683	$	104,471	1079	%

The following table provides details on our operating results by reportable segment for the respective periods (dollars in thousands):


		Three Months Ended September 30,				Increase/Decrease				Nine Months Ended September 30,				Increase/Decrease					Three Months Ended September 30,				Increase/(Decrease)				Nine Months Ended September 30,				Increase/(Decrease)
Revenue:	Revenue:	2022		2021		$		%		2022		2021		$		%		Revenue:	2023		2022		$		%		2023		2022		$		%
Array Legacy Operations	Array Legacy Operations	$	400,463	$	188,686	$	211,777	112	%	$	998,292	$	633,442	$	364,850	58	%	Array Legacy Operations	$	244,857	$	400,463	$	(155,606)	(39)	%	$	895,322	$	998,292	$	(102,970)	(10)	%
STI Operations	STI Operations	114,561		—		114,561		100	%	237,183		—		237,183		100	%	STI Operations	105,581		114,561		(8,980)		(8)	%	339,614		237,183		102,431		43	%
Total Revenue	Total Revenue	$	515,024	$	188,686	$	326,338	173	%	$	1,235,475	$	633,442	$	602,033	95	%	Total Revenue	$	350,438	$	515,024	$	(164,586)	(32)	%	$	1,234,936	$	1,235,475	$	(539)	—	%
Gross Profit:

Gross Profit																		Gross Profit
Array Legacy Operations	Array Legacy Operations	$	63,921	$	5,897	$	58,024	984	%	$	119,029	$	72,570	$	46,459	64	%	Array Legacy Operations	$	58,233	$	60,281	$	(2,048)	(3)	%	$	241,019	$	108,111	$	132,908	123	%
STI Operations	STI Operations	16,302		—		16,302		100	%	27,727		—		27,727		100	%	STI Operations	29,146		16,302		12,844		79	%	90,303		27,727		62,576		226	%
Total Gross Profit	Total Gross Profit	$	80,223	$	5,897	$	74,326	1260	%	$	146,756	$	72,570	$	74,186	102	%	Total Gross Profit	$	87,379	$	76,583	$	10,796	14	%	$	331,322	$	135,838	$	195,484	144	%

Comparison of ~~three months ended September 30, 2022 and 2021~~

~~Revenue~~

~~Our consolidated revenue increased by $326.3 million, or 173%, for~~ the three months ended September 30, 2023 and 2022 ~~compared to the three months ended September 30, 2021.~~

Revenue

Consolidated revenue decreased $164.6 million, or 32%, driven primarily by a decrease in both Array Legacy Operations of 39% and STI Operations of 8%.

The ~~increase~~decrease in revenue in Array Legacy Operations was ~~partially~~ driven by ~~the STI Acquisition, which added $114.6 million of revenue when compared to the three months ended September 30, 2021.Excluding the impact of the STI Acquisition, revenue was up $211.8 million, or 112%, driven by both an increase~~a 33% reduction in the ~~total~~ number of MWs shipped due to project delays from our customers, as well as a 9% reduction in ASP due to lower input costs for materials and ~~an increase in ASP.~~logistics.

~~Revenue for Array Legacy~~The decrease in revenue in STI Operations increased 112% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021. Total MWs shipped were up approximately 63% for the three months ended September 30, 2022,was driven by ~~increased customer demand for our product.~~a decrease in the number of megawatts shipped, most notably in the Brazil region, which offset lower ASP ~~for the three months ended September 30, 2022 was up 29% compared to the three months ended September 30, 2021, which is reflective of higher pass-through pricing to our customers.~~

~~Revenue for STI Operations increased by $114.6 million for the three months ended September 30, 2022 compared to the three months ended September 30, 2021,~~ due to ~~the STI Acquisition occurring in January 2022 with no activity in the prior period.~~a smaller percentage of construction services being offered.

Cost of Revenue and Gross Profit

Consolidated cost of revenue decreased by $175.4 million, or 40%, driven primarily by a reduction in revenue combined with lower input costs.

Consolidated gross profit increased by ~~$252.0~~$10.8 million, or ~~138%,~~14%. As a percentage of revenue, consolidated gross profit increased to 25% for the three months ended September 30, ~~2022~~2023, as compared to 15% during the ~~three months ended September 30, 2021, primarily due to the increase~~same period in the ~~number~~prior year. Both operating segments had increases in gross profit as a percent of ~~MWs delivered and the STI Acquisition. Gross~~revenue.

Array Legacy Operations gross profit asdecreased by $2.0 million, or 3%. As a percentage of revenue, gross profit increased to 24% from 3%15% for the three months ended September 30, ~~2021~~2023 and 2022, respectively. The increase in gross profit as a percent of revenue was driven by an improvement in pass through pricing to ~~16%~~customers, in addition to cost savings due to improved raw materials pricing and lower logistics rates, as well as a higher proportion of higher margin non-tracker revenue.

STI Operations gross profit increased by $12.8 million, or 79%. As a percentage of revenue, gross profit for STI Operations increased to 28% from 14% for the three months ended September 30, 2023 and 2022, respectively, driven primarily by improved pass through pricing, cost savings opportunities on raw materials and a reduced impact of lower margin construction related services provided.

Operating Expenses:

General and Administrative

Consolidated general and administrative expenses decreased by $1.3 million, or 3%. In the third quarter of 2022, the Company incurred $4.9 million in professional fees related to the STI acquisition for which there were no comparable expenses in the current year. Excluding those fees, expense was up primarily due to an increase in payroll and related costs, driven by an increase in headcount.

Contingent Consideration

Consolidated contingent consideration expense increased by $0.8 million, or 133%, as a result of the increased valuation of the TRA liability.

Depreciation and Amortization

Consolidated depreciation and amortization decreased by $11.7 million or 55%, due to the decrease in the amortization of intangibles of $12.0 million, as the backlog purchased as part of the STI Acquisition had a one-year life and was fully amortized in the first quarter of 2023.

Interest Expense

Consolidated interest expense increased by $4.2 million, or 48%, primarily due to increased variable interest rates charged on our Term Loan Facility as well as the acceleration of $2.5 million of non-cash interest expense related to an unscheduled principal payment made against the outstanding Term Loan balance.

We expect interest expense to be higher for the remainder of 2023 compared to 2022 as a result of continued higher variable interest rates.

Income Tax Expense (Benefit)

Consolidated income tax decreased by $2.8 million, or 28%. The Company recorded income tax expense of $7.2 million for the three months ended September 30, 2023, compared to income tax expense of $10.0 million for the three months ended September 30, 2022. Our effective tax rate was 23.7% for the three months ended September 30, 2023, and 19.7% for the three months ended September 30, 2022. The ~~increase in gross profit as a percentage of revenue reflects higher pass-through pricing of our material and logistics costs.~~

~~Gross profit as a percentage of revenue~~tax expense for the ~~Array Legacy Operations increased to 16%~~three months ended September 30, 2023, was unfavorably impacted by higher income in non-U.S. jurisdictions which have higher tax rates than the U.S. and non-deductible expenses. The tax expense for the three months ended September 30, 2022, ~~from 3% for~~which includes $8.7 million related to the ~~three months ended September 30, 2021. The increase~~legal settlement discretely recorded in the period, was ~~due to a~~favorably impacted by losses in non-U.S. jurisdictions which have higher ~~proportion of our projects with improved pass-through pricing of our material and logistics costs.~~

tax rates than the U.S., partially offset by non-deductible expenses.

~~Gross profit as~~Net Income

Consolidated net income decreased by $17.4 million, or 43%, driven by a ~~percentage~~$164.6 million decrease in consolidated revenue and the nonrecurrence in the current year of ~~revenue for the STI segment was 14% for~~a $42.8 million legal settlement gain recognized by Array Legacy Operations during the three months ended September 30, 2022.

~~Operating Expenses:~~

~~General and Administrative~~

~~Consolidated general and administrative expense increased by $20.4 million, or 110%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.~~The increase in expense was primarily due to increased consulting costs, professional fees, legal costs, as well as higher payroll and related costs due to our growing internal headcount and the STI Acquisition, which had $5.7 million in general and administrative expense.

~~Contingent Consideration~~

Consolidated contingent consideration expense decreased by $1.5 million, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021. The decrease was due to a decrease in the valuation of the associated liability.

~~Depreciation~~

~~Consolidated depreciation expense for the three months ended September 30, 2022 was similar to the three months ended September 30, 2021.~~

~~Amortization of Intangibles~~

Consolidated amortization of intangibles increased by $17.2 million, or 292%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to intangibles added as a result of the STI Acquisition.

~~Legal Settlement~~

~~Legal settlement income increased due tothe Company being awarded and paid a settlement from~~ ~~Nextracker LLC, for~~ ~~$42.8 million for the Company asserting (among other claims) trade secret misappropriation, tortious interference with contract, fraud, and breach of contract (the “Nextracker Litigation”).~~

~~Interest Expense~~

Consolidated interest expense decreased by $4.4 million, or 33%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to the write-off of fees associated with refinancing our debt that occurred in the three months ended September 30, 2021 for which we have no similar fees in the current period. As of September 30, 2022, we had $425 million outstanding on the Convertible Notes, $323.6 million outstanding under the Term Loan Facility and no balance outstanding under the Revolving Credit Facility. The Credit Facility has variable interest rates that are expected to fluctuate with the Federal Funds rate so interest expense could increase for the Term Loan Facility and the Revolving Credit Facility.

~~Income Tax Benefit~~

Consolidated income tax benefit increased by $16.5 million, or 308% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021. The tax expense in the three months ended September 30, 2022 includes tax expense of $8.7 million on the legal settlement income recorded discreetly in the current period. Our effective tax rate, excluding the legal settlement was 26.5% for the three

months ended September 30, 2022 and 16.3% for the three months ended September 30, 2021. The tax benefit increase, excluding the legal settlement, is primarily related to non-taxable contingent income, and a favorable mix of income for the three months ended September 30, 2022.

Comparison of the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022

Revenue

Consolidated revenue ~~increased~~was flat year over year, driven by ~~$602.0~~an increase in STI Operations of $102.4 million, offset by a decrease in Array Legacy Operations of $103.0 million.

The $102.4 million, or ~~95%~~43%, ~~for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily~~revenue increase in STI Operations was driven by ~~a revenue increase of $364.9 million, or 58%, resulting from both~~ an increase in the ~~total~~ number of ~~MWs~~megawatts shipped, ~~and an increase~~most notably in the Brazil region, which offset lower ASP ~~excluding the impact~~due to a smaller percentage of ~~the STI Acquisition. The remainder of the increase in revenue resulted from the STI Acquisition of $237.2 million.~~construction services being offered.

~~Revenue for~~The $103.0 million, or 10%, revenue decrease in Array Legacy Operations increased 58% for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. Total MWs shipped were up approximately 31% for the nine months ended September 30, 2022,was driven by ~~increased customer demand for our product.ASP for the nine months ended September 30, 2022 was up 20% compared to the nine months ended September 30, 2021, which is reflective of higher pass-through pricing to our customers.~~

Revenue for STI Operations increased by $237.2 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, due to the STI Acquisition occurring in January 2022 with no activitya decrease in the ~~prior period.~~number of megawatts shipped, due primarily to project delays from our customers.

Cost of Revenue and Gross Profit

Consolidated cost of revenue decreased by $196.0 million, or 18%, driven primarily by a reduction in revenue combined with a decrease in input costs.

Consolidated gross profit increased by ~~$527.8~~$195.5 million, or ~~94%,~~144%. As a percentage of revenue, consolidated gross profit increased to 27% for the nine months ended September 30, ~~2022~~2023, as compared to 11% during the ~~nine months ended September 30, 2021, primarily due to~~same period in the ~~STI Acquisition~~prior year. The increase in gross profit dollars was driven by cost savings opportunities and ~~the higher cost of~~lower overall costs in logistics and raw materials, a higher proportion of higher margin non-tracker revenue and ~~logistics compared to the prior year period. Gross~~a decrease in lower margin construction related services.

Array Legacy Operations gross profit asincreased by $132.9 million, or 123%. As a percentage of revenue, gross profit at Array Legacy Operations increased to 27% from 11% for the nine months ended September 30, ~~2021~~2023 and 2022, respectively. The increase in gross profit as a percent of revenue was driven by an improvement in pass through pricing to customers, in addition to cost savings opportunities in logistics and raw materials, as well as a higher proportion of higher margin non-tracker revenue.

STI Operations gross profit increased by $62.6 million, or 226%. As a percentage of revenue, gross profit for STI Operations increased to 27% from 12% for the nine months ended September 30, ~~2022. The increase in gross profit as a percentage of revenue reflects better pass-through pricing to our customers to offset higher commodity prices~~2023 and ~~logistics costs.~~

~~Gross profit as a percentage of revenue increased for Array Legacy Operations to 12% for the nine months ended September 30,~~ 2022, ~~from 11% for the nine months ended September 30, 2021due to~~respectively, driven primarily by improved pass through pricing and a reduced impact of ~~commodity costs.~~

~~Gross profit as a percentage of revenue was 11% for STI for the nine months ended September 30, 2022.~~lower margin construction related services provided.

Operating Expenses:

General and Administrative

Consolidated general and administrative expenses increased by ~~$49.6~~$2.8 million, or ~~85%, for the nine months ended September 30, 2022~~2%. The increase was driven by higher payroll and related expenses incurred to increase headcount in support of our growth and innovation strategy. These increases were partially offset by no acquisition related expenses in 2023 compared to ~~the nine months ended September 30, 2021. The increase in expense was primarily due~~expenses related to the STI Acquisition ~~which resulted~~ in ~~an increase of $11.6 million. Additionally, increased consulting costs and other professional fees, as well as increased headcount, led to higher payroll and related costs.~~2022.

Contingent Consideration

Consolidated contingent consideration expense decreased by $7.1 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The decrease was due to a decrease in the valuation of the associated liability.

~~Depreciation~~

~~Consolidated depreciation expense for the nine months ended September 30, 2022 was similar to the nine months ended September 30, 2021.~~

~~Amortization of Intangibles~~

~~Consolidated amortization of intangibles~~ increased by ~~$52.1~~$8.2 million, or ~~296%, for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily due to intangibles added~~137% as a result of the ~~STI Acquisition.~~increased valuation of the TRA liability, which was driven by a decrease in the credit spread used in the valuation, consistent with the overall downward trend of credit spreads subsequent to 2022.

~~Legal Settlement~~

~~Legal settlement income increased due tothe Company being awarded~~Depreciation and ~~paid a settlement from~~ ~~Nextracker LLC, for~~ ~~$42.8 million for the Nextracker Litigation.~~

~~Other Expense, Net~~Amortization

Consolidated ~~other income (expense) increased~~depreciation and amortization decreased by ~~$0.5~~$33.9 million, ~~for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily~~or 54%, due to the ~~STI Acquisition.~~

~~Foreign Currency Gain~~

~~Consolidated foreign currency gain increased by $2.0~~decrease in the amortization of intangibles of $34.7 million, ~~for~~as the ~~nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, due to the foreign currency translation gain resulting from~~backlog purchased as part of the STI ~~Acquisition.~~Acquisition had a one-year life and was fully amortized as of the first quarter of 2023.

Interest Expense

Consolidated interest expense ~~decreased~~increased by ~~$5.1~~$11.6 million, or ~~18%~~49%, primarily due to increased variable interest rates charged on our Term Loan Facility as well as the acceleration of $3.6 million of non-cash interest expense related to unscheduled principal payments made against the outstanding Term Loan balance.

Income Tax Expense (Benefit)

Consolidated income tax increased by $62.7 million, or 270%. The Company recorded income tax expense of $39.5 million for the nine months ended September 30, 2023, compared to a benefit of $23.2 million for the nine months ended September 30, 2022. Our effective tax rate was 25.7% and 171.7% for the nine months ended September 30, 2023 and 2022, respectively. The tax expense for the nine months ended September 30, 2023, was unfavorably impacted by higher income in non-U.S. jurisdictions and an increase in income tax expense related to the Put Option, partially offset by benefits related to excess stock compensation deductions recorded discretely during the period. The tax benefit for the nine months ended September 30, 2022, ~~compared~~which includes $8.7 million related to the ~~nine months ended September 30, 2021, primarily due to the write-off of fees associated with refinancing our debt that occurred~~legal settlement discretely recorded in the ~~nine months ended September 30, 2021 for~~period, was favorably impacted by losses in non-U.S. jurisdictions which we have ~~no similar fees~~higher tax rates than the U.S., partially offset by non-deductible expenses.

Net Income

Consolidated net income increased by $104.5 million, or 1,079%, driven by a 144% increase in consolidated gross profit margin and a $22.9 million reduction in operating expenses, partially offset by a $62.7 million increase in income tax expense and the nonrecurrence in the current ~~period. In the nine months ended September 30, 2021, we paid off~~year of a portion of our Term Loan Facility and therefore expensed the associated fees that were capitalized. Our outstanding debt as of September 30, 2022 for which interest expense is associated includes $425.0$42.8 million outstanding on the Convertible Notes, $323.6 million outstanding under the Term Loan Facility and no balance outstanding under the Revolving Credit Facility. We expect interest expense to be higher for the remainder of 2022 compared to 2021 as a result of the debt outstanding under the Convertible Notes. In addition, the Credit Facility has variable interest rates expected to fluctuate with the Federal Funds rate so interest expense could increase for the Term Loan Facility and the Revolving Credit Facility.

~~Income Tax Benefit~~

Consolidated income tax benefit increased by $12.6 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The tax expense in the nine months ended September 30, 2022 includes tax expense of $8.7 million on the legal settlement ~~income which was recorded discretely in~~gain recognized by Array Legacy Operations during the quarter. Our effective tax rate, excluding the legal settlement benefit was 56.7% for the nine months ended September 30, 2022 and 16.2% for the nine months ended September 30, 2021. The benefit increase excluding the legal settlement, is primarily related to non-taxable contingent consideration and the mix of earnings in foreign jurisdictions partially offset by an increase in non-deductible officer compensation for the ninethree months ended September 30, 2022.

Liquidity and Capital Resources

~~Historical~~ Cash ~~Flow~~Flows (in thousands)

~~The following table compares the historical cash flow (in thousands):~~


		Nine Months Ended September 30,					Nine Months Ended September 30,
		2022		2021			2023		2022
Net cash used in operating activities		$	44,023	$	(165,837)
Net cash provided by operating activities						Net cash provided by operating activities	$	137,974	$	44,023
Net cash used in investing activities	Net cash used in investing activities	(380,506)		(14,227)		Net cash used in investing activities	(11,615)		(380,506)
Net cash provided by financing activities		33,146		188,014
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(84,442)		33,146
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(1,555)		—		Effect of exchange rate changes on cash and cash equivalents	(1,808)		(1,555)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	(304,892)	$	7,950	Net change in cash and cash equivalents	$	40,109	$	(304,892)

We have historically financed our operations primarily with the proceeds from ~~capital~~ contributions, operating cash flows and short and long-term borrowings. Our ability to generate positive cash flow from operations is dependent on the strength of our gross margins as well as our ability to quickly turn our working capital. ~~Due to~~Based on our past performance and current macroeconomic conditions, our industry has seen rapid changes in commodity prices, global tightening of supply chains, and strained logistics. These factors adversely impacted our business, causing us to experience decreased margins and thus decreased cash from operations. In addition, they led to an increase in our unbilled receivables and in some instances liquidated damages owed to our customers. Unbilled receivables, which represent temporary timing differences between shipments made and billing milestones achieved, were $137.0 million and $111.2 millions of the accounts receivable balances as of September 30, 2022 and December 31, 2021, respectively. These amounts have not been billed becauseexpectations, we are waiting for agreed upon billing stipulations such as billing on a specified date of the month or upon completion of MW deliveries. The Company continues to improve its supply chain, logistics, and labor shortage issues to avoid causing any additional delays in delivering specific components to complete a MW delivery. Accordingly, we would expect the unbilled receivable balance as a percentage of revenue to improve once the billing criteria is satisfied and the customers are invoiced. The extent to which macroeconomic concerns, including the COVID-19 pandemic, rising interest rates, elevated inflation levels and the ongoing conflict in Ukraine, may further impact the Company’s business, results of operations, financial condition andbelieve that operating cash flows will ~~depend on future developments, which are highly uncertain and cannot~~ be ~~predicted with confidence.~~

We have taken mitigating steps to overcome the economic challenges and, therefore, believe the impact to be temporary, as demonstrated by our sequential margin improvement over the last four quarters. Mitigation efforts to date have generally consisted of the introduction of new supply routes, the use of bulk shipping (to a limited degree), and—with respect to commodity price increases—changes in the Company’s contracting process that are designed to narrow the timeframe between when a price is agreed upon to when prices for the Company’s most volatile cost inputs are fixed. The Company has utilized these strategies in combination over

~~the last twelve months and expects to continue to do so in response to the recent challenging environment. We continuously evaluate our ability~~sufficient to meet our ~~obligations over the next 12 months and we have sufficient liquidity as well as financing options available to fund current and~~ future ~~commitments.~~

In January 2022, we issued 50,000 of Series A Redeemable Perpetual Preferred Stock (as defined below), and 1,125,000 shares of our common stock in an Additional Closing (as defined below) for an aggregate purchase price of $49.4 million.cash needs.

As of September 30, ~~2022,~~2023, our cash balance was $174.0 million, of which $62.5 million was held outside the U.S., and ~~cash equivalents were $62.8 million. Net~~net working capital ~~as of September 30, 2022~~ was ~~$358.7~~$462.6 million.

~~As of September 30, 2022, we~~ We had outstanding borrowings of ~~$323.6~~$239.3 million under ~~the~~our $575 million Term Loan Facility and ~~a $200.0~~$175.1 million ~~commitment~~available to us under our $200 million Revolving Credit Facility.

The Company continually monitors and reviews its liquidity position and funding needs. Management believes that the Company’s ability to generate operating cash flows in the future and available borrowing capacity under its Senior Secured Credit Facility ~~of which no balance is outstanding and $166.6 million was available~~will be sufficient to ~~borrow to fund operations.~~meet its future liquidity needs.

Operating Activities

For the nine months ended September 30, 2023, cash provided by operating activities was $138.0 million, of which $184.8 million was generated from net income as adjusted for the impact of non-cash expenses, consisting primarily of depreciation and amortization, equity-based compensation, amortization of developed technology, and amortization of debt discount and issuance costs. Increases in accrued expenses and other of $18.5 million, accounts payable of $14.4 million, and inventory of $12.6 million, were partially offset by decreases in deferred revenue of $78.2 million and accounts receivable of $6.4 million.

For the nine months ended September 30, 2022, cash provided by operating activities was $44.0 million,

primarily due to an increase in net income and the Company being awarded and paid a settlement from

Nextracker LLC, for ~~$42.8~~$42.8 million for the Nextracker Litigation. In addition, accounts payable and accruals

increased cash by $42.2 million and $41.3 million, respectively, driven by higher expenses associated with

higher sales, offset by a use from accounts receivable of $139.0 million driven primarily by higher sales.

Investing Activities

For the nine months ended September 30, ~~2021,~~2023, net cash used in ~~operating~~investing activities was ~~$165.8~~$11.6 million, ~~primarily due a decrease in deferred revenue~~all of ~~$68.5 million for~~ which ~~we made payments~~was related to ~~our suppliers for products that we received~~ the ~~cash for in 2020, but that we did not ship until 2021, an increase in accounts receivable~~purchase of ~~$58.2 million,~~property, plant and ~~an increase in inventories of $55.4 million.~~equipment.

~~Investing Activities~~

For the nine months ended September 30, 2022, net cash used in investing activities was $380.5 million, primarily due to cash used in the STI Acquisition.

Financing Activities

For the nine months ended September 30, ~~2021,~~2023, net cash ~~used in investing~~provided by financing activities was ~~$14.2~~$84.4 million, driven primarily ~~attributable to~~by $73.2 million in payments on our Term Loan and a ~~$12.0~~$8.5 million ~~investment in equity securities.~~net reduction of other debt.

~~Financing Activities~~

For the nine months ended September 30, 2022, net cash provided by financing activities was $33.1 million, of which ~~and~~ $48.4 million related to proceeds from the Additional Closing in January 2022 offset by a dividend payment of $18.4 million on the Series A preferred stock.

For the nine months ended September 30, 2021, net cash used by financing activities was $188.0 million, of which $345.6 million was proceeds from the Series A that closed on August 11, 2021, $102.0 million was from proceeds under the Revolving Credit Facility, offset by a $132.2 million payment on the Term Loan Facility, a $102.0 million payment of the Revolving Credit Facility, $11.1 million in equity issuance costs associated with the Series A and $6.6 million in fees paid on the Senior Secured Credit Facility and to increase the limit on the Revolving Credit Facility by $50.0 million.

Series A Redeemable Perpetual Preferred Stock

On August 10, 2021, ~~the Company~~we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with ~~BCP Helios Aggregator L.P., a Delaware limited partnership~~certain investors (the ~~“Purchaser”~~“Purchasers”)~~, an investment vehicle of funds affiliated with Blackstone Inc.~~. Pursuant to the Securities Purchase Agreement, on August 11, 2021, ~~the Company~~we issued and sold to the Purchaser 350,000 shares of a newly designated Series A Redeemable Perpetual Preferred Stock, ~~of the Company,~~ par value $0.001 per share (the “Series A ~~Perpetual Preferred Stock”~~Shares”), having the powers, designations, preferences, and other rights set forth in the Certificate of Designations, and 7,098,765 shares of ~~the Company’s~~our common stock, par value $0.001 per share, for an aggregate purchase price of $346.0 million. Further, pursuant to the Securities Purchase Agreement, and subject to the terms and conditions set forth therein, ~~including the expiry or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,~~ as amended, ~~the Company has~~we have issued and sold to the ~~Purchaser~~Purchasers 776,235 shares of common stock for an aggregate purchase price of $776. ~~For more information related to the Series A Redeemable Perpetual Preferred Stock, see~~ ~~Note 13 – Redeemable Perpetual Preferred Stock, to the accompanying condensed consolidated financial statements.~~

In January 2022, we issued 50,000 of Series A ~~Redeemable Perpetual Preferred Stock,~~Shares, and 1,125,000 shares of our common stock in anthe Additional Closing for an aggregate purchase price of ~~$49,376,125.~~$49.4 million.

~~Registration Rights Agreement~~

~~In connection with the Securities Purchase Agreement, on August 10, 2021, the Company and the Purchaser entered into a Registration Rights Agreement pursuant~~For more information related to which, among other things, the Company granted the Purchaser certain registration rights with respect to common stock purchased pursuant to the Securities Purchase Agreement, including customary shelf registration rights and “piggyback” registration rights.

Direct costs associated with the issuance of the securities were $11.1 million, which along with the $4.4 million discount, have been accounted for as a reduction in the proceeds of the securities. These net proceeds of $334.6 million have been allocated on the balance sheet to the preferred shares of $229.8 million, common stock of $105.4 million and additional paid-in capital of $12.4 million for the committed financing put right. The Company has presented the preferred shares in temporary equity and is accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date using the effective interest method. Such accretion totaled $5.9 million and $17.2 million for the three and nine months ended September 30, 2022.

~~The Company accreted the dividends at an accrual rate of 6.25% to the Liquidation Preference of~~ the Series A Shares, see Note 8 – Redeemable Perpetual Preferred Stock ~~or $6.1 million and $18.7 million in dividends, for~~,” to the ~~three and nine months ended September 30, 2022, respectively.~~accompanying condensed consolidated financial statements.

Debt Obligations

For a discussion of our debt obligations see Note 107 – ~~Senior Secured Credit Facility~~ ~~and~~ ~~Note 11 – Convertible~~ Debt into our condensed consolidated financial statements included in this Quarterly Report.

Surety Bonds

~~As of September 30, 2022, we posted surety bonds in the total amount of approximately $175.2 million.~~ We are required to provide surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee ~~the Company’s~~our performance in accordance with contractual or legal obligations. As of September 30, 2023, we posted surety bonds in the total amount of approximately $217.6 million. These off-balance sheet arrangements do not adversely impact our liquidity or capital resources.

Critical Accounting Policies and Significant Management Estimates

AsOur condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the (“U.S. GAAP”). In connection with the preparation of ~~September 30, 2022,~~our condensed consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our condensed consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our condensed consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates. To the extent that there ~~were~~are material differences between

these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We consider an accounting policy to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the ~~following~~time the estimate is made, and if different estimates that reasonably could have been used, or changes in the ~~application of our critical~~ accounting ~~policies or estimation procedures from those presented in our 2021 Annual Report.~~estimates that are reasonably likely to occur periodically, could materially impact the condensed consolidated financial statements.

Fair Value of Financial Instruments

The capped call option agreements associated with conversion of the Convertible Notes (the “Capped Calls”) are accounted for as an asset that is recorded at fair value within Derivative assets in the consolidated balance sheets. The changes in fair value to Derivative assets are recorded within change in fair value of derivative assets in the Condensed Consolidated Statements of Operations. See Note 1 – Organization, Business ~~Combinations~~and Out of Period Adjustments, and Note 2 – Summary of Significant Accounting Policies, of the condensed consolidated financial statements for further information regarding the accounting of these instruments.

The ~~Company accounts for its business acquisitions under the acquisition method of accounting in accordance~~Capped Calls are valued using a Black-Scholes model, with the ~~Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”). The excess of~~most judgmental non-observable input being the ~~purchase price over~~volatility measure. Changes in the assumptions around the volatility can cause significant changes in the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples amongst other items. The valuation of intangible assets, in particular, requires that we use valuation techniques such as the income approach. The income approach includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: revenue, expenses, capital spending and other costs, and discount rates based on the respective risks of the cash flows. Under the acquisition method of accounting, the aggregate amount of consideration we pay for a company is allocated to net tangible assets and intangible assets based on their estimated fair values as of the acquisition date. The excess of the purchase price over the value of the ~~net tangible assets and intangible assets is recorded to goodwill. Goodwill is evaluated for impairment annually.~~Capped Call.

~~Foreign Currency Translation~~Adoption of New and Recently Issued Accounting Pronouncements

~~For non-U.S. subsidiaries that operate in~~

Refer to Note 2 – Summary of Significant Accounting Policies to our condensed consolidated financial statements for a ~~local currency environment, assets~~discussion of adoption of new and liabilities are translated into the U.S. dollar at period end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the period. Translation adjustments for these subsidiaries are accumulated as a separate component of accumulated other comprehensive income in equity. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at rates prevailing when acquired, and all other assets and liabilities are translated at period end exchange rates. Inventories charged to cost of revenue and depreciation are remeasured at historical rates, and all other income and expense items are translated at average exchange rates prevailing during the period. Gains and losses which result from remeasurement are included in earnings.recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Customer Financing Exposure

We are also indirectly exposed to interest rate risk because many of our customers depend on debt financings to purchase our product. An increase in interest rates could make it challenging for our customers to obtain the capital necessary to make such purchases on favorable terms, or at all. Such factors could reduce demand or lower the price we can charge for our product, thereby reducing our net sales and gross profit.

Commodity and Component Risk

We are exposed to price risks for the raw materials, components, logistics services, and energy costs used in the manufacturing and transportation of our product. Additionally, some of our raw materials and components are sourced from a limited number of suppliers or a single supplier. We evaluate our suppliers using a robust qualification process. In some cases, we also enter into long-term supply contracts for raw materials and components. Accordingly, we are exposed to price changes in the raw materials and components used in our ~~our~~ product. In addition, the failure of a key supplier could disrupt our supply chain, which could result in higher prices and/or a disruption in our manufacturing process. We may be unable to pass along changes in the costs

of the raw materials and components for our product, or the costs associated with logistics services for the distribution of our product, to our customers and may be in default of our delivery obligations if we experience a manufacturing disruption.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, ~~2022.~~2023. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level, due to the material weaknesses ~~identified during the three months ended June 30, 2022, in addition to those~~ previously identified and disclosed in our ~~2021~~2022 Annual ~~Report.~~Report and listed below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting (“ICFR”) such that there is a reasonable possibility that a material misstatement of ~~the Company’s~~our annual or interim financial statements will not be prevented or detected on a timely basis.

Management determined that the previously disclosed material weaknesses in its ~~internal control over financial reporting~~ICFR continue to exist at September 30, ~~2022.~~2023. Specifically:

Control Environment, Risk Assessment and Monitoring Activities – We did not maintain appropriately designed entity-level controls impacting the control environment and effective monitoring controls to prevent or detect material misstatements to the consolidated financial statements. These deficiencies were attributed to (i) a lack of a sufficient number of qualified resources and inadequate oversight and accountability over the performance of control activities, (ii) ineffective identification and ~~(ii)~~assessment of risks to properly design and implement relevant controls, and (iii) ineffective evaluation and determination as to whether the components of internal control were present and functioning.

Control Activities – These material weaknesses contributed to the following additional material weaknesses within certain business processes:

•Inventory – We did not appropriately design, implement, and ~~implement~~execute controls over the existence, accuracy, and cutoff of inventory. ~~As previously reported, we identified a material weakness relating to inventory cut-off and in-transit inventory.~~

•Revenue Recognition – ~~– (i)~~ We did not appropriately design, implement and maintain effective controls over revenue ~~recognized for certain contracts~~recognition, relating to the proper application of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. Specifically, we did not maintain effective controls relating to the (1) identification and recognition of performance obligations for customer contracts and (2) evaluation of customer contracts for potential combination.

•Accounts Receivable – We did not ~~fully~~appropriately design, implement and maintain effective controls over the existence of accounts receivable. Specifically, we did not design certain controls at an appropriate precision level to ~~identify~~ensure the identification of material misstatements.

•~~Sales Order Entry~~Financial Reporting, Consolidation and Business Combination – We did not appropriately design, implement and maintain effective controls over the ~~accuracy of revenue, specifically related to the sales order entry~~financial reporting process. WeSpecifically, we did not maintain effective controls related to (i) preparation of consolidated financial statements, (ii) the accounting for the business combination, including management review controls over ~~contract entry~~the valuation and

purchase price allocation, at an appropriate level of precision to ~~ensure accurate~~detect a material misstatement, and (iii) consolidation of our subsidiaries. In addition, we did not maintain sufficient appropriate audit evidence to demonstrate execution of the related controls.

•Foreign Currency – We did not appropriately design, implement, and execute controls over foreign currency, including (i) lack of identifying and recording our foreign subsidiaries’ goodwill and intangibles balances in the proper functional currency in our ~~information systems.~~consolidated financial statements, and (ii) performing proper foreign currency translations. This resulted in the restatement of the Company’s interim unaudited condensed consolidated financial statements.

•~~Consolidation~~ STI -- As 2023 is the first year STI is required to be Sarbanes-Oxley Act of 2002 compliant, management is in the process of conducting a formal ICFR assessment of STI and has identified material weaknesses in STI’s ICFR as follows:

◦We did not design, implement and ~~maintain effective~~monitor general information technology controls ~~over the consolidation of our foreign subsidiaries which resulted in a classification error of certain personnel costs~~ in the ~~consolidated Company~~areas of program change management, user access, and segregation of duties for systems supporting substantially all of STI’s internal control processes.

◦We did not design and implement formal accounting policies, procedures and controls across substantially all of STI’s business processes to achieve timely, complete and accurate financial ~~statements.~~accounting, reporting, and disclosures.

After giving full consideration to these material weaknesses, and the additional analyses and other procedures that we performed to ensure that our condensed consolidated financial statements included in this Quarterly Report were prepared in accordance with U.S. GAAP, our management has concluded that our condensed consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

Remediation Plan for Existing Material Weaknesses

We are in the process of, and continue to focus on, designing and implementing effective measures to strengthen our ~~internal controls over financial reporting~~ICFR and remediate the material weaknesses. Our planned remediation efforts include the following:

Control Environment, Risk Assessment and Monitoring – ~~– Consistent with the Committee of Sponsoring Organizations of the Treadway Commission’s 2013~~ ~~Internal Control — Integrated~~ Framework (COSO 2013 Framework), Principle 4, attracting, developing, and retaining competent personnel, we hired a Chief Accounting Officer (“CAO”) who is providing an additional level of technical accounting expertise, oversight, and monitoring of the design and performance of both existing and newly implemented controls as noted below. Subsequent to the addition of the new CAO, weWe have hired and will continue to hire additional resources throughout ~~the remainder of 2022~~2023 in accounting and IT to supplement our existing capabilities and ~~capacity,~~capacity; and we will concentrate on retaining key accounting, IT, and operational personnel. ~~These actions will further serve~~In 2023, we have engaged an outside global consulting firm to ~~remediate the material weakness under the COSO 2013 Framework, Principle 16, by enhancing the efforts towards separate evaluations regarding the presence and functionality~~support our continued enhancement of the ~~components~~design and operation of ~~internal control,~~monitoring controls and other activities that will allow us to timely assess the design and the operating effectiveness of our ICFR. In addition to enhancing our ICFR overall, the consulting firm has been specifically infocused on the ~~areas~~identification of new controls and the improvement of existing controls related to STI, inventory management, revenue recognition and accounts receivable ~~sales order entry, and the consolidation process~~ as ~~noted below.~~well as business combination controls for future acquisitions.

Control Activities:

•Inventory – We continue to implement planned information system enhancements and the expansion of current information system capabilities, which will result in improved reliance on automated controls and less reliance on manual controls. Additionally, we are enhancing ~~the design of~~ existing controls and are implementing new controls over the accounting, processing and recording of inventory. Specifically, we have strengthened the ~~design~~operation of ~~the management~~control activities over inventory-in-transit, deploying multiple levels of review ~~control over inventory-in-transit. Additionally, we have implemented processes to ensure timely identification~~ and ~~evaluation~~validation of ~~inventory cut-off~~information and ~~are requiring additional accountability from~~ ~~counterparties~~ ~~on the accuracy of incoming and outgoing shipment~~supporting documentation. We ~~have deployed~~expect to deploy final phases of information system enhancements ~~and improved~~by the ~~use~~end of ~~current system capabilities in order to improve the accuracy of inventory cut-off, reporting, and reconciliation.~~

•~~Revenue Recognition~~ – We have enhanced the design of existing controls and have implemented new controls over the review of the application and recording of revenue for customer contracts under the guidance outlined in ASC 606. We have also designed and implemented more precise reviews and documentation regarding evaluation of contract terms and whether contracts should be combined. These reviews include increased contract analysis from our legal team as well as ensuring ~~qualified~~2023.

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~~resources are involved~~•Revenue Recognition and ~~adequate oversight~~Accounts Receivable ~~is performed during the internal technical accounting review process.~~

•~~Accounts Receivable~~– We have enhanced the design of existing controls and implemented new controls over the processing and review of accounts receivable billings. We are supplementing our accounting staff with more experienced personnel. In addition, we will continue to evaluate our information system capabilities in order to reduce the manual calculations within ~~this~~the revenue recognition business ~~process.~~

•~~Sales Order Entry Process~~ –processes. We ~~are enhancing the design of our existing controls over contract value adjustments. Specifically,~~have begun to deploy information systems enhancements targeted at eliminating manual processes. Additionally, we ~~have implemented additional procedures for our accounting staff to obtain and review documentation to confirm that contract value changes completed by the sales order entry process are accurate.~~ ~~In addition, we will evaluate information system capabilities to reduce the manual calculations within this business process.~~

•~~Consolidation Process~~ ~~– We~~ are enhancing the design of existing controls to ensure completeness and accuracy of underlying source data for revenue recognition and customer billing, as well as designing monitoring controls to increase oversight and timely detection of potential errors. Lastly, we will continue to supplement our accounting staff with more experienced personnel which will enable us to incorporate an additional level of review.

•Foreign Currency – We have implemented information system enhancements which will automate this previously manual process. We will we utilize the enhancements in parallel with our manual process for the near term until the enhancements are fully deployed and the process is completely automated. We have continued to enhance the design of existing controls and processes related to the foreign currency translation process and over the consolidation of foreign entities into ~~the Company’s~~our condensed consolidated financial statements. ~~Additionally, we will strengthen~~

•Other Areas – We are in the process of remediation activities, including enhancing the design and operating effectiveness of controls around our ICFR. We are actively working with an outside global consulting firm to assist us with (i) reviewing our current processes, procedures, and systems to assess our ICFR to identify opportunities to enhance the design of controls to address relevant risks identified by management, and (ii) enhancing and implementing protocols to retain sufficient documentary evidence of operating effectiveness of such controls. Additional activities in process include the following:

◦Continuing to enhance and formalize our accounting and business operations policies, procedures, and controls to achieve complete, accurate, and timely financial accounting, reporting and necessary disclosures;

◦Enhancing policies and procedures to retain adequate documentary evidence for relevant management review ~~control~~controls over certain business processes including precision of review and evidence of review procedures performed to demonstrate effective operation of such controls; and

◦Developing monitoring controls and protocols that will allow us to timely assess the ~~consolidation process include better-documented review criteria, review responsibilities~~design and ~~review expectations. In addition, we will evaluate information system capabilities~~the operating effectiveness of controls over financial reporting and make necessary changes to ~~further automate~~ the ~~partially manual consolidation process.~~design of controls, if any.

While these actions ~~taken and planned actions~~currently in process are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting and will continue to review our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

~~We acquired STI on January 11, 2022. As a result, we are reviewing the impact of the acquisition to our overall control environment and are making appropriate changes~~Other than as deemed necessary to our control structure. The scope of management’s assessment of the effectiveness of the Company’s disclosure controls and procedures for fiscal year end 2022 will not include the internal control over the financial reporting of STI, in accordance with the SEC’s staff guidance that permits exclusion of acquisitions from their final assessment of internal control over financial reporting for the fiscal year in which the acquisition occurred. Due to the size, breadth and complexity of STI’s global operation, management’s evaluation of internal control over financial reporting for the fiscal year ended December 31, 2022 will exclude the internal control activities of STI. STI represented 15% of total consolidated assets of the Company at September 30, 2022, excluding goodwill and intangible assets which are included within the scope of management’s assessment, and approximately 24% and 20% of total consolidated revenues of the Company for the three and nine months ended September 30, 2022, respectively. Except for the changes in internal control related to the acquisition of STI,discussed above, there ~~have been~~were no other changes to our internal control over financial reporting during the three months ended September 30, ~~2022,~~2023, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

~~On August 30, 2017,~~See Note 11 – Commitments and Contingencies under the ~~Company filed its first amended complaint in the U.S. District Court~~heading “Legal Proceedings” of our condensed consolidated financial statements for ~~the District of New Mexico against~~ ~~Nextracker LLC, Daniel S. Shugar, Marco Garcia, Flextronics International U.S.A., Inc., Scott Graybeal~~legal proceedings and ~~Colin Mitchell~~ ~~(collectively, the “Defendants”) asserting (among other claims) trade secret misappropriation, tortious interference with contract, fraud, and breach of contract (the “Nextracker Litigation”).~~

~~On July 15, 2022, the Company settled its claims against Defendants for $42.8 million and received payment on August 4, 2022.~~

On May 14, 2021, a putative class action was filed in the U.S. District Court for the Southern District of New York (the “Southern District of New York” or the “Court”) against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Exchange Act of 1933 (“Plymouth Action”). The Plymouth Action alleges misstatements and/or omissions in the Company’s registration statements and prospectuses related matters. In addition to the Company’s October 2020 initial public offering (“IPO”), the Company’s December 2020 offering (the “2020 Follow-On Offering”), and the Company’s March 2021 offering (the “2021 Follow-On Offering”) during the putative class period of October 14, 2020 through Maylawsuits described in Note 11 ~~2021.~~

On June 30, 2021, a second putative class action was filed in the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Exchange Act of 1933 (“Keippel Action”). The Keippel Action similarly alleged misstatements and/or omissions in certain of the Company’s registrationto our condensed consolidated financial statements, and prospectuses related to the Company’s IPO, the Company’s 2020 Follow-On Offering, and the Company’s 2021 Follow-On Offering during the putative class period of October 14, 2020 through May 11, 2021. On July 6, 2021, the Court entered an order that the Keippel Action was in all material respects substantially similar to the Plymouth Action that both actions arise out of the same or similar operative facts, and that the parties are substantially the same parties. The Court accordingly consolidated the Keippel Action with the Plymouth Action for all pretrial purposes and, ordered all filings to be made in the Plymouth Action.

On July 30, 2021, a second and related verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company (“Second SDNY Derivative Action”). The complaint alleges: (1) violations of Section 14(a) of the Securities Exchange Act of 1934 for causing the issuance of a false/misleading proxy statement, (2) breach of fiduciary duty, and (3) aiding and abetting breaches of fiduciary duty. On August 24, 2021, the Second SDNY Derivative Action was consolidated with the First SDNY Derivative Action, the Court appointed co-lead counsel, and the case was temporarily stayed pending the entry of an order on all motions to dismiss directed at the pleadings filed in the Plymouth Action. The stay shall remain in effect until the later of (a) the entry of an order on any motions to dismiss the Plymouth Action or, (b) to the extent the complaint in the Plymouth Action is amended, the entry of an order on any motions to dismiss any such amended complaints in the Plymouth Action.

On December 7, 2021, an amended class action complaint was filed by lead plaintiff in the Plymouth Action against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2), and 15

~~of the Securities Exchange Act of 1933, on behalf of a putative class of persons and entities that purchased or otherwise acquired the Company’s securities during the period~~ from October 14, 2020 through May 11, 2021 (the “Consolidated Amended Complaint”). The Consolidated Amended Complaint alleges misstatements and/or omissions in: (1) certain of the Company’s registration statements and prospectuses related to the Company’s IPO, the Company’s 2020 Follow-On Offering, and the Company’s 2021 Follow-On Offering; (2) in the Company’s Annual Report on Form 10-K and associated press release announcing results for the fourth quarter and full fiscal year 2020; and (3) in the Company’s November 5, 2020 and March 9, 2021 earnings calls.

On August 17, 2022, the Court in the Plymouth Action set a briefing schedule for any motion to dismiss with the opening motion and supporting memorandum to be filed on or before October 17, 2022, any opposition to be filed on or before December 16, 2022, and any reply in support of the motion to be filed on or before January 16, 2023. The Company and the other defendants in the Plymouth Action filed a join motion to dismiss the Consolidated Amended Complaint on October 17, 2022.

~~On August 3, 2022, a verified derivative complaint was filed~~ ~~in the Court of Chancery of the State of Delaware (the “Court of Chancery”)~~ ~~against certain officers and directors of the Company asserting claims for: (1) breach of fiduciary duty and (2) unjust enrichment (“First Delaware Derivative Action”).~~

On August 11, 2022, a second verified derivative complaint was filed against certain officers and directors of the Company in the Court of Chancery asserting claims for: (1) breach of fiduciary duty; (2) aiding and abetting breaches of fiduciary duty; (3) waste of corporate assets; (4) unjust enrichment; (5) insider selling; and (6) aiding and abetting insider selling (“Second Delaware Derivative Action”).

On September 2, 2022, the Second Delaware Derivative Action was consolidated with the First Delaware Derivative Action, the Court of Chancery appointed co-lead counsel, and the case was temporarily stayed pending the entry of an order on all motions to dismiss directed at the pleadings filed in the Plymouth Action. The stay shall remain in effect until the later of (a) the entry of an order on the pending motion to dismiss the ~~Consolidated Amended Complaint in the~~ ~~Plymouth Action, (b) to the extent the~~ ~~Consolidated Amended Complaint~~ in the Plymouth Action is further amended, the entry of an order on any motions to dismiss any such amended complaints in the Plymouth Action, or (c) the public announcement of a settlement of the Plymouth Action.

~~From~~ time to time we may be involved in ~~litigation relating to~~ claims arising ~~out~~in the ordinary course of business. To our knowledge, other than the cases described in Note 11 to our condensed consolidated financial statements, no material legal proceedings, governmental actions, investigations or claims are currently pending against us or involve us that, in the opinion of our operations and businesses that cover a wide range of matters, including, among others, intellectual property matters, contract and employment claims, personal injury claims, product liability claims and warranty claims. Currently, there are no claims or proceedings against us that we believe willmanagement, could reasonably be expected to have a material adverse effect on our business and financial condition, results of operations or cash flows. However, the results of any current or future litigation cannot be predicted with certainty and, regardless of the outcome, we may incur significant costs and experience a diversion of management resources as a result of litigation.condition.

Item 1A. Risk Factors

Except to the extent additional factual information disclosed elsewhere in this Quarterly Report relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) there were no material changes to the risk factors disclosed in Part I, Item 1A, in our ~~2021~~2022 Annual Report.

Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds and Issuer Purchases of Equity Securities

~~Information regarding our unregistered sales of equity securities can be found in~~ ~~Note 13 – Redeemable Perpetual Preferred, to the accompanying unaudited condensed consolidated financial statements.~~None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~During the third quarter of 2023, certain of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) entered into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to these contracts, instructions, and written plans as “Trading Plans” and each one as a “Trading Plan.”

The following table sets forth the material terms of these Trading Plans:

Director/Officer

Action & Date of Action

Commencement of Trading Period

Scheduled Termination of Trading Period (1)

Security Covered

Maximum Number of Securities to be Purchased or Sold Pursuant to the Rule 10b5-1 Trading Plan (2)

Covers Purchase or Sale?

Kevin Hosteller, Chief Executive Officer

Adoption September 5, 2023

January 12, 2024

August 30, 2024

Common Stock

50,511

Sale

(1) The plans are subject to earlier termination under certain circumstances specified in the plans, including upon the sale or purchase (as applicable) of all shares subject to the plan and upon either party to a plan giving notice of termination within the time prescribed under the plan.

(2) Subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

Item 6. Exhibits

Number Exhibit Description Form Date No.
3.1
Amended and Restated Certificate of Incorporation of Array Technologies, Inc., dated October 19, 2020

8-K 10/19/2020 3.1
3.2
Amended and Restated Bylaws of Array Technologies, Inc., dated October 19, 2020

8-K 10/19/2020 3.2
3.3
Certificate of Designations of Series A Perpetual Preferred Stock

8-K 8/11/2021 3.1
10.3
Registration Rights Agreement, dated January 11, 2022, by and among Array Technologies, Inc. and the holders identified therein
8-K 01/11/2022 10.1
10.17
Separation Agreement, dated as of March 31, 2022, by and between Array Technologies, Inc. and Jim Fusaro
8-K 04/05/2022 10.3
31.1*
Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350)

31.2*
Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350)

32.1**
Certification of the Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

32.2**
Certification of the Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

Number

Exhibit Description

Form

Date

No.

3.1

Amended and Restated Certificate of Incorporation of Array Technologies, Inc., dated October 19, 2020

8-K

10/19/2020

3.1

3.2

Amended and Restated Bylaws of Array Technologies, Inc., dated October 19, 2020

8-K

10/19/2020

3.2

3.3

Certificate of Designations of Series A Perpetual Preferred Stock

8-K

8/11/2021

3.1

31.1*

Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350)

31.2*

Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350)

32.1**

Certification of the Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

32.2**

Certification of the Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

101.INS

XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

5751

Number

Exhibit Description

Form

Date

No.

~~101.DEF~~

~~XBRL Taxonomy Extension Definition Linkbase Document~~

101.LAB

XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data Files

* Filed herewith

** Furnished herewith

5852

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Array Technologies, Inc.


By:	/s/ Kevin G. Hostetler	Date:	November ~~8, 2022~~7, 2023
	Kevin G. Hostetler
	Chief Executive Officer

By:	/s/ Nipul Patel	Date:	November ~~8, 2022~~7, 2023
	Nipul Patel
	Chief Financial Officer

5953


	September 30, 2022		December 31, 2021
Commitments and contingencies (Note 16)
Series A Redeemable Perpetual Preferred Stock of $0.001 par value - 500,000 authorized; 400,000 and 350,000 shares issued as of September 30, 2022 and December 31, 2021, respectively; liquidation preference of $400.0 million and $350.0 million as of September 30, 2022 and December 31, 2021, respectively	287,561		237,462
Stockholders’ equity (deficit)
Preferred stock of $0.001 par value - 4,500,000 shares authorized; none issued as of September 30, 2022 and December 31, 2021	—		—
Common stock of $0.001 par value - 1,000,000,000 shares authorized; 150,334,261 and 135,026,940 shares issued as of September 30, 2022 and December 31, 2021, respectively	150		135
Additional paid-in capital	392,862		202,562
Accumulated deficit	(258,360)		(271,902)
Accumulated other comprehensive income	(72,835)		—
Total stockholders’ equity (deficit)	61,817		(69,205)
Total liabilities, redeemable perpetual preferred stock and stockholders’ equity	$	1,681,825	$	1,142,979


Preliminary Fair Value of Net Assets Acquired and Liabilities Assumed:	Acquisition Date		Measurement Adjustment		September 30, 2022
Cash and cash equivalents	$	36,725	$	—	$	36,725
Accounts receivable	110,789		—		110,789
Inventories	47,517		—		47,517
Prepaid expenses and other	23,399		—		23,399
Property, plant and equipment	4,434		—		4,434
Other intangible assets	318,365		—		318,365
Other assets	325		—		325
Total assets acquired	$	541,554	$	—	$	541,554

Accounts payable	65,761		—		65,761
Deferred revenue	20,345		—		20,345
Short-term debt	44,338		—		44,338
Other liabilities	10,115		—		10,115
Income tax payable	7,576		—		7,576
Deferred tax liability	93,823		7,611		101,434
Other long-term liabilities	4,524		—		4,524
Long-term debt	12,053		—		12,053
Total liabilities assumed	$	258,535	$	7,611	$	266,146

Preliminary fair value of net assets acquired	283,019				275,408
Preliminary allocation to goodwill	$	327,748			$	335,359


	Estimated Fair Value		Estimated Weighted Average Useful Life in Years
(in thousands, except useful lives)
Backlog	$	51,165	1
Customer relationships	238,770		10
Trade name	28,430		20
Total	$	318,365


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2022		2021		2022		2021
Revenue	$	515.0	$	480.1	$	1,243.0	$	764.8
Net income (loss)	$	52.1	$	(22.7)	$	48.7	$	(44.6)


	Array Legacy Operations Segment		STI Operations Segment		Total
Beginning Balance	$	69,727	$	—	$	69,727
Acquisition of STI	—		335,359		$	335,359
Foreign currency impact	—		(45,457)		$	(45,457)
Ending Balance	$	69,727	$	289,902	$	359,629


	Amount
2022	$	22,365
2023	46,633
2024	45,328
2025	45,328
2026	41,021
Thereafter	173,109
	$	373,784


	September 30, 2022		December 31, 2021
1.00% Senior unsecured convertible notes	$	425,000	$	425,000
Less: unamortized discount and issuance costs	(11,721)		(13,137)
1.00% Senior unsecured convertible notes, net (1)	$	413,279	$	411,863


RSUs
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2021	930,409	$	21.66
Granted	1,433,829	$	10.16
Vested	(278,792)	$	18.68
Forfeited	(127,325)	$	18.50
Unvested, September 30, 2022	1,958,121	$	13.97


PSUs
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2021	147,687	$	27.75
Granted	466,916	$	10.88
Vested	—	$	—
Forfeited	(68,678)	$	30.74
Unvested, September 30, 2022	545,925	$	12.95


	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
	Array Legacy Operations		STI Operations		Total		Array Legacy Operations
Revenue	$	400,463	$	114,561	$	515,024	$	188,686
Gross Profit	$	63,921	$	16,302	$	80,223	$	5,897


	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
	Array Legacy Operations		STI Operations		Total		Array Legacy Operations
Revenue	$	998,292	$	237,183	$	1,235,475	$	633,442
Gross Profit	$	119,029	$	27,727	$	146,756	$	72,570