Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39613 | |
Entity Registrant Name | ARRAY TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001820721 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2747826 | |
Entity Address, Address Line One | 3901 Midway Place NE | |
Entity Address, City or Town | Albuquerque | |
Entity Address, State or Province | NM | |
Entity Address, Postal Zip Code | 87109 | |
City Area Code | (505) | |
Local Phone Number | 881-7567 | |
Title of 12(b) Security | Common stock, $0.001 par value | |
Trading Symbol | ARRY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 135,026,940 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 116,391 | $ 108,441 |
Accounts receivable, net | 177,462 | 118,694 |
Inventories, net | 173,126 | 118,459 |
Income tax receivables | 6,453 | 17,158 |
Prepaid expenses and other | 18,193 | 12,423 |
Total current assets | 491,625 | 375,175 |
Property, plant and equipment, net | 10,202 | 9,774 |
Goodwill | 69,727 | 69,727 |
Other intangible assets, net | 180,630 | 198,260 |
Other assets | 24,405 | 3,088 |
Total assets | 776,589 | 656,024 |
Current Liabilities | ||
Accounts payable | 84,703 | 82,755 |
Accounts payable - related party | 610 | 2,232 |
Accrued expenses and other | 31,256 | 29,164 |
Accrued warranty reserve | 3,025 | 3,049 |
Income tax payable | 629 | 8,814 |
Deferred revenue | 81,347 | 149,821 |
Current portion of contingent consideration | 2,168 | 8,955 |
Current portion of term loan | 4,300 | 4,313 |
Other current liabilities | 6,457 | 0 |
Total current liabilities | 214,495 | 289,103 |
Long-term liabilities | ||
Deferred tax liability | 6,583 | 13,114 |
Contingent consideration, net of current portion | 10,784 | 10,736 |
Other long-term liabilities | 2,953 | 0 |
Long-term debt, net of current portion, debt discount and issuance costs | 299,212 | 423,970 |
Total long-term liabilities | 319,532 | 447,820 |
Total liabilities | 534,027 | 736,923 |
Commitments and contingencies (Note 13) | ||
Series A Redeemable Perpetual Preferred Stock of $0.001 par value - 500,000 authorized; 350,000 and none issued as of September 30, 2021 and December 31, 2020; liquidation preference of $352.8 million and zero at September 30, 2021 and December 31, 2020 | 235,278 | 0 |
Stockholders’ equity/(deficit) | ||
Preferred stock of $0.001 par value - 4,500,000 shares authorized; zero issued as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock of $0.001 par value - 1,000,000,000 shares authorized; 134,869,467 and 126,994,467 shares issued as of September 30, 2021 and December 31, 2020 | 135 | 127 |
Additional paid-in capital | 251,330 | 140,473 |
Accumulated deficit | (244,181) | (221,499) |
Total stockholders’ equity/(deficit) | 7,284 | (80,899) |
Total liabilities, redeemable perpetual preferred stock and stockholders’ equity/(deficit) | $ 776,589 | $ 656,024 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) - (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value (in dollars per share) | $ 0.001 | |
Authorized temporary equity stock (in shares) | 500,000 | |
Temporary equity, shares issued | 350,000 | 0 |
Temporary equity, liquidation preference | $ 352.8 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Authorized preferred stock (in shares ) | 4,500,000 | 4,500,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Authorized common stock (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 134,869,467 | 126,994,467 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 192,068 | $ 139,462 | $ 640,796 | $ 692,096 |
Cost of revenue | 182,789 | 112,731 | 560,872 | 524,747 |
Gross profit | 9,279 | 26,731 | 79,924 | 167,349 |
Operating expenses | ||||
General and administrative | 18,493 | 11,873 | 58,279 | 34,772 |
Contingent consideration | 936 | 13,591 | 1,071 | 16,008 |
Depreciation and amortization | 5,984 | 6,374 | 17,949 | 19,117 |
Total operating expenses | 25,413 | 31,838 | 77,299 | 69,897 |
Income (loss) from operations | (16,134) | (5,107) | 2,625 | 97,452 |
Other expense | ||||
Other expense, net | (297) | (29) | (497) | (2,163) |
Interest expense | (13,109) | (673) | (28,769) | (8,313) |
Total other expense | (13,406) | (702) | (29,266) | (10,476) |
Income (loss) before income tax expense (benefit) | (29,540) | (5,809) | (26,641) | 86,976 |
Income tax expense (benefit) | (3,988) | 1,423 | (3,959) | 18,131 |
Net income (loss) | (25,552) | (7,232) | (22,682) | 68,845 |
Preferred dividends and accretion | (5,479) | (5,479) | ||
Net income (loss) to common shareholders | $ (31,031) | $ (7,232) | $ (28,161) | $ 68,845 |
Earnings (loss) per share | ||||
Basic (in dollars per share) | $ (0.24) | $ (0.06) | $ (0.22) | $ 0.57 |
Diluted (in dollars per share) | $ (0.24) | $ (0.06) | $ (0.22) | $ 0.57 |
Weighted average number of shares | ||||
Basic (in shares) | 130,955,000 | 119,994,000 | 128,315,000 | 119,994,000 |
Diluted (in shares) | 130,955,000 | 119,994,000 | 128,315,000 | 119,994,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Member’s Equity/Redeemable Perpetual Preferred Stock and Stockholders’ Equity/(Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated deficit | Units | |
Beginning units balance (in shares) at Dec. 31, 2019 | [1] | 1 | ||||
Beginning balance at Dec. 31, 2019 | $ 305,151 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity-based compensation | 3,264 | |||||
Net income (loss) | $ 68,845 | $ 68,845 | ||||
Ending units balance (in shares) at Sep. 30, 2020 | [1] | 1 | ||||
Ending balance at Sep. 30, 2020 | $ 377,260 | |||||
Beginning units balance (in shares) at Jun. 30, 2020 | [2] | 1 | ||||
Beginning balance at Jun. 30, 2020 | $ 383,639 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity-based compensation | $ 853 | |||||
Net income (loss) | $ (7,232) | |||||
Ending units balance (in shares) at Sep. 30, 2020 | [1] | 1 | ||||
Ending balance at Sep. 30, 2020 | $ 377,260 | |||||
Beginning temporary equity shares balance (in shares) at Dec. 31, 2020 | 0 | |||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 0 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Temporary equity issued (in shares) | 350 | |||||
Issuance of Series A Preferred, net of fees | $ 229,799 | |||||
Preferred cumulative dividends plus accretion | $ 5,479 | |||||
Ending temporary equity shares balance (in shares) at Sep. 30, 2021 | 350 | |||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 235,278 | |||||
Beginning shares balance (in shares) at Dec. 31, 2020 | 126,994 | |||||
Stockholders' equity beginning balance at Dec. 31, 2020 | (80,899) | $ 127 | $ 140,473 | $ (221,499) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity-based compensation | 11,580 | 11,580 | ||||
Common stock issued (in shares) | 7,875 | |||||
Issuance of common stock, net | 104,764 | $ 8 | 104,756 | |||
Preferred cumulative dividends plus accretion | (5,479) | (5,479) | ||||
Net income (loss) | (22,682) | (22,682) | ||||
Ending shares balance (in shares) at Sep. 30, 2021 | 134,869 | |||||
Stockholders' equity ending balance at Sep. 30, 2021 | $ 7,284 | $ 135 | 251,330 | (244,181) | ||
Beginning temporary equity shares balance (in shares) at Jun. 30, 2021 | 0 | |||||
Temporary equity, beginning balance at Jun. 30, 2021 | $ 0 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Temporary equity issued (in shares) | 350 | |||||
Issuance of Series A Preferred, net of fees | $ 229,799 | |||||
Preferred cumulative dividends plus accretion | $ 5,479 | |||||
Ending temporary equity shares balance (in shares) at Sep. 30, 2021 | 350 | |||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 235,278 | |||||
Beginning shares balance (in shares) at Jun. 30, 2021 | 126,994 | |||||
Stockholders' equity beginning balance at Jun. 30, 2021 | (68,609) | $ 127 | 149,893 | (218,629) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity-based compensation | 2,160 | 2,160 | ||||
Common stock issued (in shares) | 7,875 | |||||
Issuance of common stock, net | 104,764 | $ 8 | 104,756 | |||
Preferred cumulative dividends plus accretion | (5,479) | (5,479) | ||||
Net income (loss) | (25,552) | (25,552) | ||||
Ending shares balance (in shares) at Sep. 30, 2021 | 134,869 | |||||
Stockholders' equity ending balance at Sep. 30, 2021 | $ 7,284 | $ 135 | $ 251,330 | $ (244,181) | ||
[1] | See note 2 - Summary of Significant Accounting Policies - corporate conversion and stock split. | |||||
[2] | See note 2 - Summary of Significant Accounting Policies - corporate conversion and stock split. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $ (22,682) | $ 68,845 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Provision for (recovery of) bad debts | (574) | 493 |
Deferred tax benefit | (6,531) | (3,666) |
Depreciation and amortization | 19,454 | 20,587 |
Amortization of debt discount and issuance costs | 13,653 | 2,160 |
Interest paid-in-kind | 0 | 3,421 |
Equity-based compensation | 11,706 | 3,264 |
Contingent consideration | 1,071 | 16,008 |
Warranty provision | 305 | 633 |
Provision for inventory obsolescence | 654 | 2,517 |
Changes in operating assets and liabilities | ||
Accounts receivable | (58,194) | (22,340) |
Inventories | (55,321) | 48,992 |
Income tax receivables | 10,705 | (15,890) |
Prepaid expenses and other | (5,770) | 7,222 |
Accounts payable | 1,948 | (82,284) |
Accounts payable - related party | (1,622) | (3,690) |
Accrued expenses and other | 1,683 | 4,644 |
Income tax payable | (8,185) | 6,584 |
Lease liabilities | 337 | 0 |
Deferred revenue | (68,474) | (284,000) |
Net cash used in operating activities | (165,837) | (226,500) |
Cash flows used in investing activities | ||
Purchase of property, plant and equipment | (2,252) | (610) |
Investment in equity security | (11,975) | 0 |
Net cash used in investing activities | (14,227) | (610) |
Cash flows from financing activities | ||
Proceeds from revolving credit facility | 102,000 | 32 |
Principal payments on term loan facility | (132,150) | (57,702) |
Proceeds from Series A issuance | 224,987 | 0 |
Proceeds from common stock issuance | 120,645 | 0 |
Series A equity issuance costs | 7,195 | 0 |
Common stock issuance costs | (3,873) | 0 |
Payments on revolving credit facility | (102,000) | 0 |
Payments on related party loans | 0 | (45,558) |
Contingent consideration | (7,810) | 0 |
Deferred offering costs | 0 | (3,775) |
Debt issuance costs | 6,590 | 0 |
Net cash provided by (used in) financing activities | 188,014 | (107,003) |
Net change in cash and cash equivalents | 7,950 | (334,113) |
Cash and cash equivalents, beginning of period | 108,441 | 361,257 |
Cash and cash equivalents, end of period | $ 116,391 | $ 27,144 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business 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 Holdings, Inc. (“ATI Investment”) owns one subsidiary through which it conducts substantially all operations; Array Tech, Inc. (collectively “AT”). The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “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, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021 or any other interim periods, or any future year or period. The balance sheet as of December 31, 2020 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 Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2021. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases” which supersedes the lease recognition requirements in ASC Topic 840, “Leases” . Under ASU No. 2016-02, lessees are required to recognize assets and liabilities on the consolidated balance sheets for most leases and provide enhanced disclosures. For companies that are not emerging growth companies (“EGCs”), the ASU was effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU is effective for fiscal years beginning after December 15, 2021. The Company early adopted the new standard using the modified retrospective method by recording a right-of-use asset of $13.2 million, short-term portion of lease liabilities of $6.3 million and long-term portion of lease liabilities of $7.2 million as of the effective date. Prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The adoption did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. See Note 15, Leases, for further information and disclosures related to the adoption of this standard. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which is intended to simplify various aspects of the accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company has adopted the pronouncement and it did not have a material impact on its consolidated financial statements and related disclosures. Corporate Conversion and Stock Split On October 14, 2020, prior to the issuance of any of our shares of common stock in our initial public offering (the “IPO”), we converted from a Delaware limited liability company to a Delaware corporation. In connection with the corporate conversion, we converted all 1,000 of our outstanding member units into 100,000,000 shares of common stock and then completed a stock split of 1.19994-for-1. The corporate conversion and stock split representing 119,994,467 shares of common stock have been adjusted retroactively for the purposes of calculating basic and diluted earnings per share. Principles of Consolidation The condensed consolidated financial statements include the accounts of Array Technologies, Inc. and its Subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. 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 disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include impairment of goodwill, impairment of long-lived assets, fair value of contingent consideration, allowance for doubtful accounts, reserve for excess or obsolete inventories, valuation of deferred tax assets and warranty reserve. Due to the COVID-19 pandemic, there has been and will continue to be uncertainty and disruption in the global economy and financial markets. Management has made estimates and assumptions taking into consideration certain possible impacts due to COVID-19. These estimates may change, as new events occur, and additional information is obtained. 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 In December 2019, a novel strain of coronavirus, SARS-CoV-2, which causes coronavirus disease 2019, or COVID-19, surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. Due to economic conditions our industry has seen rapid commodity price increases and strained logistics, causing us to experience temporary decreased margins and thus decreased cash from operations. We have taken, and continue to take, mitigating steps to overcome the economic challenges and, therefore, believe the impact to be temporary, but cannot be certain the timing of when we will achieve better margins. We have sufficient liquidity and financing options available, and we expect to have sufficient liquidity to operate for the next 12 months. The Company has implemented adjustments to its operations designed to keep employees safe and comply with federal, state and local guidelines, including those regarding social distancing. The extent to which COVID-19 may further impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence. In response to COVID-19, the United States government has passed legislation and taken other actions to provide financial relief to companies and other organizations affected by the pandemic. Equity-Based Compensation On October 14, 2020, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective. Under the 2020 Plan, the Company may grant (i) restricted stock units (RSU’s) to its employees and non-employee directors in connection with their service on the board of directors, and (ii) performance stock units (“PSUs”) to certain of its executive officers and members of management. The PSUs contain performance and market conditions. The RSUs are valued at the closing stock price on the date of grant and recognized on a straight-line basis over vesting term. The PSU grants are valued using the Monte Carlo simulation method and the assigned fair value on grant date will be recognized on a straight-line basis over the vesting term of the awards. The probability of the awards meeting the performance related vested conditions is not included in the grant date fair value, but rather will be estimated quarterly, and the Company will true-up the expense recognition accordingly upon any probability to vest revision. The Company accounts for forfeitures as they occur. In the case of Class B units (the “Class B Units”) and Class C units (the “Class C Units” and, together with the Class B Units, the “Units”) of Former Parent granted to certain employees and directors of the Company, the determination of the fair value of equity awards issued to employees of the Company was based upon the underlying share price and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. The Class B Units fully vested upon the completion of the Company’s follow-on offering of its common stock in March 2021 (the “2021 Follow-on Offering”) as it was considered a sale of Former Parent and the Company recognized expense of $8.9 million. Temporary Equity Equity instruments that are redeemable for cash or other assets are classified as temporary equity if the instrument is redeemable, at the option of the holder, at a fixed or determinable price on a fixed or determinable date or upon the occurrence of an event that is not solely within the control of the issuer. Redeemable equity instruments are initially carried at the fair value of the equity instrument at the issuance date, which is subsequently adjusted at each balance sheet date if the instrument is currently redeemable, or probable of becoming redeemable. The Series A Redeemable Preferred Stock issued in connection with the Securities Purchase Agreement as described in Note 9 is classified as temporary equity in the accompanying condensed consolidated financial statements. The Company elected the accreted redemption value method under which it accretes changes in redemption value over the period from the date of issuance of the Series A Redeemable Perpetual Preferred Stock to the earliest costless redemption date (the fifth anniversary) using the effective interest method. Such adjustments are included in preferred undeclared dividends and accretion on Series A Redeemable Perpetual Preferred Stock on the Company’s condensed consolidated statements of changes in equity and treated similarly to a dividend on preferred stock for GAAP purposes. New Accounting Standards To be adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): September 30, December 31, 2021 2020 Raw materials $ 73,514 $ 39,051 Finished goods 106,690 85,833 Reserve for excess or obsolete inventory (7,078) (6,425) Total $ 173,126 $ 118,459 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): Estimated Useful Lives (Years) September 30, December 31, 2021 2020 Land N/A $ 1,340 $ 1,340 Buildings and land improvements 15-39 2,486 2,486 Manufacturing equipment 7 13,791 13,261 Furniture, fixtures and equipment 5-7 477 443 Vehicles 5 161 140 Hardware and software 3-5 1,603 887 Machinery in progress 951 — Total 20,809 18,557 Less: accumulated depreciation (10,607) (8,783) Property, plant and equipment, net $ 10,202 $ 9,774 Depreciation expense was $0.6 million and $0.6 million for the three months ended September 30, 2021 and 2020, respectively, of which $0.5 million and $0.5 million, respectively, has been allocated to cost of revenue and $0.1 million and $0.1 million, respectively, is included in depreciation and amortization in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2021 and 2020. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill relates to Former Parent’s acquisition of AT (the “Acquisition”) in 2016. As of July 8, 2016 (the “Acquisition Date”), goodwill was $121.6 million. As of September 30, 2021 and December 31, 2020 goodwill totaled $69.7 million, net of accumulated impairment of $51.9 million and is not deductible for tax purposes. Other Intangible Assets Other intangible assets consisted of the following (in thousands): Estimated Useful Lives (Years) September 30, December 31, 2021 2020 Amortizable: Costs: Developed technology 14 $ 203,800 $ 203,800 Customer relationships 10 89,500 89,500 Internal-use software modification 2.5 4,356 4,356 Total amortizable intangibles 297,656 297,656 Accumulated amortization: Developed technology 76,151 65,233 Customer relationships 46,819 40,107 Internal-use software modification costs 4,356 4,356 Total accumulated amortization 127,326 109,696 Total amortizable intangibles, net 170,330 187,960 Non-amortizable costs: Trade name 10,300 10,300 Total other intangible assets, net $ 180,630 $ 198,260 Amortization expense related to intangible assets amounted to $5.9 million for the three months ended September 30, 2021 and 2020, and $17.6 million for the nine months ended September 30, 2021 and 2020, respectively. |
Investment in Equity Security
Investment in Equity Security | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment in Equity Security | Investment in Equity SecurityThe 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 321 at its cost less any impairment. The investment balance as of September 30, 2021 is $12.0 million and is recorded in other assets on the condensed consolidated balance sheet. There is no impairment recorded for the three and nine months ended September 30, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company follows guidance under ASC Topic 740-270, Interim Reporting, which requires that an estimated annual effective tax rate is applied to year-to-date ordinary income. 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 $(4.0) million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively, and income tax expense (benefit) of $(4.0) million and $18.1 million for the nine months ended September 30, 2021 and 2020. The tax benefit in the three months ended September 30, 2021 is unfavorably impacted by non-deductible amounts for equity-based compensation |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt September 30, December 31, 2021 2020 Term loan facility $ 327,850 $ 460,000 Revolving credit facility — — 327,850 460,000 Less discount and issuance costs (24,338) (31,717) Long term debt, net of debt discount and issuance costs 303,512 428,283 Less current portion of long-term debt (4,300) (4,313) Long-term debt, net of current portion, debt discount and issuance costs $ 299,212 $ 423,970 Senior Secured Credit Facility On October 14, 2020, the Company entered into a senior secured credit facility consisting of (i) a $575 million senior secured seven-year term loan facility (the “Term Loan Facility”) and (ii) a $150 million senior secured 5-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”). As of September 30, 2021, the Term Loan Facility had a balance of $327.9 million. On August 11, 2021, in connection with the sale of the Series A, the Company used the proceeds to repay $100.0 million of the outstanding Term Loan Facility and $102.0 million of the Revolving Credit Facility. On February 23, 2021 the Company entered into the First Amendment (“First Amendment”) to its Senior Secured Credit Facility. The First Amendment, in the case of the Eurocurrency borrowings, lowers the London interbank offered rate floor to 50 basis points from 100 basis points and lowers the applicable margin to 325 basis points from 400 basis points per annum. This resulted in the current rate on the Term Loan Facility of 3.75%. On February 26, 2021, we entered into the incremental facility amendment No. 2 (the “Second Amendment”) to the Senior Secured Credit Facility. The Second Amendment increases the $150.0 million Revolving Credit Facility from $150.0 million to $200.0 million. The balance of the Term Loan Facility is presented in the accompanying condensed consolidated balance sheets net of debt discount and issuance costs of $24.3 million at September 30, 2021. The debt discount and issuance costs are being amortized using the effective interest method and the rate as of September 30, 2021 is 5.01%. The Term Loan Facility has an annual excess cash flow calculation, for which the prescribed formula does not result in requiring the Company to make any advance principal payments for the year ended December 31, 2021. Revolving Credit Facility |
Redeemable Perpetual Preferred
Redeemable Perpetual Preferred | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Perpetual Preferred | Redeemable Perpetual Preferred Series A Redeemable Perpetual Preferred On August 10, 2021, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which on August 11, 2021, the Company issued and sold to certain investors (the Purchasers”) 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 Redeemable Perpetual Preferred Stock” or “Series A”), and 7,098,765 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), for an aggregate purchase price of $346.0 million (the “Initial Closing”). Further, pursuant to the Securities Purchase Agreement, the Company issued and sold to the Purchaser 776,235 shares of Common Stock for an aggregate purchase price of $776 . The Company used net proceeds from the Initial Closing to repay all of the outstanding amounts under the Company’s existing revolving credit facility and prepaid $100 million under the Company’s term loan and for general corporate purposes. The Purchaser is entitled to designate one representative to be appointed to the Company’s board of directors, and to appoint three non-voting observers to the Board, in each case until such time as the Purchaser no longer beneficially own shares of the Series A Redeemable Perpetual Preferred Stock with at least $100 million aggregate Liquidation Preference (as defined below). The Series A have no maturity date. Additional Closings The Securities Purchase Agreement gives the Company the option to require the Purchaser to purchase, in one or more additional closings, up to 150,000 shares, until June 30, 2023, of the Series A Redeemable Perpetual Preferred Stock 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 million. This represents a committed financing put right with an initial fair value of $12.4 million. The Series A preferred stock was recorded as temporary equity, net of issuance costs, 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 net proceeds of the Series A offering of $334.6 million have been allocated on the balance sheet by each instruments relative fair values, net of fees, to the Series A Redeemable Perpetual Preferred Stock of $229.8 million, Common Stock of $105.4 million, a debit to additional paid-in capital of $12.4 million for the committed financing put right and $11.7 million for a prepaid forward contract on the issuance of 776,235 shares of Common Stock which was settled on September 27, 2021. 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 either in cash at the then-applicable Cash Regular Dividend Rate (as defined below), through accrual to the Liquidation Preference at the Accrued Regular Dividend Rate of 6.25% (the “Permitted Accrued Dividends”), or a combination thereof. Following the fifth anniversary of the Initial Closing, dividends shall be 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 holder of the Series A Redeemable Perpetual Preferred Stock (each a “Holder”), will pay 100% of the amount of Default Accrued Dividends by delivering to the Holder a number of shares of 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 Common Stock (“Non-Cash Dividend”). The “Cash Regular Dividend Rate” of the Series A Redeemable Perpetual Preferred Stock 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 means 6.25% per annum on the Liquidation Preference. The Series A preferred stock 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 preferred stock 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 preferred stock by a corresponding amount. 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 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 $2.7 million for the three and nine months ended September 30, 2021. The Company accreted to the carrying value of the Series A Preferred the regular cash rate of dividends of 5.75%, or $2.8 million in dividends for the three and nine months ended September 30, 2021. Fees Until June 30, 2023, the Company will pay the Purchaser a cash commitment premium 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 June 30, 2023. The Company may terminate some or all of the Delayed Draw Commitment, from time to time, at its sole discretion. Customary Covenants The Securities Purchase Agreement, Certificate of Designations and Registration Rights Agreement (as defined below) contain other customary covenants and agreements, including certain standstill provisions and customary preemptive rights. The Delayed Draw Commitment is subject to certain customary anti-dilution adjustments provided under the Securities Purchase Agreement and Certificate of Designations, including for stock splits, reclassifications, combinations and dividends or distributions made by the Company on the Common Stock. Transfer Restrictions After the Initial Closing, subject to certain customary exceptions including transfers to Permitted Transferees (as defined in the Securities Purchase Agreement), the Purchaser will be restricted from transferring the Series A Redeemable Perpetual Preferred Stock and Common Stock until the one-year anniversary of the Initial Closing. Ranking and Liquidation Preference The Series A Redeemable Perpetual Preferred Stock ranks senior to the Common Stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (a “Liquidation”). Upon a Liquidation, each share of Series A Redeemable Perpetual Preferred Stock would be entitled to receive an amount per share (the “Liquidation, Redemption or Repurchase Amount”) equal to the greater of (i) the Liquidation Preference of such share, plus all accrued and unpaid dividends (including any Accrued Dividends) thereon and (ii) an amount in cash equal to the sum of (a) 130.0% of the Initial Liquidation Preference (as defined below) of such share, minus (b) the cumulative amount of cash dividends paid in respect of such share prior to such payment. As used herein, “Liquidation Preference” means, with respect to any share of the Series A Redeemable Perpetual Preferred Stock, the initial liquidation preference of $1,000 per share (the “Initial Liquidation Preference”) plus any Accrued Dividends of such share as of the time of determination. Redemption Rights The Company may redeem all or any portion of the Series A Redeemable Perpetual Preferred Stock (in increments of not less than $200 million based on the Liquidation Preference of such shares of Series A Redeemable Perpetual Preferred Stock to be redeemed at such time (or such lesser amount to the extent the Company chooses to redeem all of the outstanding shares of Series A Redeemable Perpetual Preferred Stock)) for an amount in cash equal to the Liquidation, Redemption or Repurchase Amount. Upon a “Fundamental Change” (involving a change of control, bankruptcy, insolvency or liquidation of the Company as further described in the Certificate of Designations), each Holder shall have the right to require the Company to redeem all or any part of the Holder’s Series A Redeemable Perpetual Preferred Stock for an amount in cash equal to the Liquidation, Redemption or Repurchase Amount. Voting and Consent Rights Each Holder of Series A Redeemable Perpetual Preferred Stock will have one vote per share on any matter on which Holders of Series A Redeemable Perpetual Preferred Stock are entitled to vote separately as a class (as described below), whether at a meeting or by written consent. The Holders of shares of Series A Redeemable Perpetual Preferred Stock do not otherwise have any voting rights. The consent of the Holders of a majority of the outstanding shares of Series A Redeemable Perpetual Preferred Stock will be required for so long as the Threshold Amount remains outstanding for (i) amendments to the Company’s organizational documents that have an adverse effect on the Holders, (ii) issuances by the Company of securities that are senior to, or equal in priority with, the Series A Redeemable Perpetual Preferred Stock, (iii) entrance into, or amendments to, transactions with affiliates of the Company, (iv) incurrence by the Company of indebtedness, unless the Consolidated Total Leverage Ratio (as defined in the Certificate of Designations) would not exceed 8.5-to-1 after giving effect to such incurrence (other than drawdowns by the Company under the Company’s current Revolving Credit Facility) or (v) any payment of dividends or making of distributions on equity securities of the Company ranking junior to the Series A Redeemable Perpetual Preferred Stock or redemptions, purchases or direct or indirect acquisitions of such equity securities ranking junior to or parity with the Series A Redeemable Perpetual Preferred Stock by the Company, unless the Consolidated Total Leverage Ratio (as defined in the Certificate of Designations) would not exceed 8.5-to-1 after giving effect to such dividends, distributions, redemptions, purchases or acquisitions. Registration Rights |
Related Party Loan
Related Party Loan | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Loan | Related Party LoanThe Company had a senior secured promissory note, as amended, with a unit holder of Former Parent that had a balance, net of debt discount and issuance costs as of June 30, 2020 of $41.8 million for which the Company paid off the balance on July 31, 2020 to settle the obligation with respect to the Senior Secured Loan. The Company paid interest expense for the three and nine months ended September 30, 2020 of $0.3 million and $3.8 million, which consisted of cash interest, PIK interest and amortization of the debt discount. The note was no longer outstanding as of June 30, 2021 and had no balance or interest expense for the three months ended September 30, 2021.Related Party Transactions Accounts Payable-Related Party The Company had $0.6 million and $2.2 million as of September 30, 2021 and December 31, 2020, 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, restricted cash at Acquisition Date 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. Related Party Loan - see Note 10 Contingent Consideration - see Note 13 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Based on Topic 606 provisions, the Company disaggregates its revenue from contracts with customers by those sales recorded over-time and sales recorded at a point in time. The following table presents the Company’s revenue disaggregated by sales recorded over-time and sales recorded at a point in time (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Over-time revenue $ 169,753 $ 112,329 $ 591,117 $ 620,447 Point in time revenue 22,315 27,133 49,679 71,649 Total revenue $ 192,068 $ 139,462 $ 640,796 $ 692,096 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, 2021 December 31, 2020 Unbilled receivables $ 61,108 $ 18,073 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, 2021 December 31, 2020 Deferred revenue $ 81,347 $ 149,821 During the nine months ended September 30, 2021, the Company converted $149.8 million deferred revenue to revenue which represented 100.0% of the prior years deferred revenue balance. Remaining Performance Obligations |
Earnings (loss) per Share
Earnings (loss) per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per Share | Earnings (loss) per Share The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net (loss) income $ (25,552) $ (7,232) $ (22,682) $ 68,845 Preferred dividends and accretion (5,479) (5,479) — Net income (loss) to common shareholders $ (31,031) $ (7,232) $ (28,161) $ 68,845 Basic: Weighted-average shares 130,955 119,994 128,315 119,994 Earnings (loss) per share $ (0.24) $ (0.06) $ (0.22) $ 0.57 Diluted: Weighted-average shares 130,955 119,994 128,315 119,994 Equity compensation dilutive securities — — — — Weighted average dilutive shares 130,955 119,994 128,315 119,994 Earnings (loss) per share $ (0.24) $ (0.06) $ (0.22) $ 0.57 Potentially dilutive common shares issuable pursuant to equity-based awards were not included for the three months ended September 30, 2021 as their potential effect was anti-dilutive as the Company generated a net loss. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation 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 May 14, 2021, a 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, 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, the Company’s December 2020 offering, and the Company’s March 2021 offering during the putative class period of October 14, 2020 through May 11, 2021. The Court appointed the Array Institutional Investor Group as lead plaintiff and the deadline for an amended complaint is November 19, 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 October 2020 initial public offering, the Company’s December 2020 offering, and the Company’s March 2021 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 against certain officers and directors of the Company (“First 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. On August 24, 2021, the case was consolidated with the Second 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 July 30, 2021, a second and related verified derivative complaint was filed against certain officers and directors of the Company (“Second 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 Derivative Action was consolidated with the First 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 appointed a group comprised of institutional investors Plymouth County Retirement Association and Carpenters Pension Trust Fund for Northern California as lead plaintiff in the Plymouth Action. The deadline for the lead plaintiff to file an amended complaint in the Plymouth action is November 19, 2021 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, 2021. Contingent Consideration Taxes Receivable Agreement Concurrent with the Acquisition, Array Tech, Inc. (f/k/a Array Technologies, Inc.) entered into a Taxes Receivable Agreement (“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, 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 in the accompanying condensed consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the fair value of the TRA was $13.0 million and $19.7 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. Earn-Out Liability The Company had a liability to the selling stockholders of Array for contingent consideration consisting of earn-out payments in the form of cash upon the occurrence of certain events, including the sale, transfer, assignment, pledge, encumbrance, distribution or disposition of shares held by the acquirer to a third party; initial public offering of the equity securities of Former Parent, acquirer or the Company; the sale of equity securities or assets of Former Parent, acquirer or the Company to a third-party; or a merger, consolidation, recapitalization or reorganization of Former Parent, acquirer or the Company. The maximum aggregate earn-out consideration was $25.0 million. The earn-out liability was paid off in the fourth quarter of the fiscal year ended December 31, 2020. The fair value of the earn-out liability was initially determined as of the Acquisition Date using unobservable inputs. These inputs include the estimated amount and timing of future cash flows, the probability of a qualifying event occurring, and a risk-free rate used to adjust the probability-weighted cash flows to their present value. Subsequent to the Acquisition Date, at each reporting period, the earn-out liability was re-measured to fair value with changes in fair value recorded in contingent consideration in the accompanying condensed consolidated statements of operations. The following table summarizes the liability related to the estimated contingent consideration (in thousands): TRA Earn-Out Liability Contingent Consideration Balance, June 30, 2021 $ 12,016 $ — $ 12,016 Payments — — — Fair value adjustment 936 — 936 Balance, September 30, 2021 $ 12,952 $ — $ 12,952 Balance, June 30, 2020 $ 18,845 $ 1,822 $ 20,667 Fair value adjustment (521) 14,112 13,591 Balance, September 30, 2020 $ 18,324 $ 15,934 $ 34,258 0 TRA Earn-Out Liability Contingent Consideration Balance, December 31, 2020 $ 19,691 $ — $ 19,691 Payments (7,810) — (7,810) Fair value adjustment 1,071 — 1,071 Balance, September 30, 2021 $ 12,952 $ — $ 12,952 Balance, December 31, 2019 $ 17,808 $ 442 $ 18,250 Fair value adjustment 516 15,492 16,008 Balance, September 30, 2020 $ 18,324 $ 15,934 $ 34,258 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Equity Incentive Plan On October 14, 2020, the Company’s 2020 Plan became effective. The 2020 Plan authorized 6,683,919 new shares, subject to adjustments pursuant to the 2020 Plan. In the nine months ended September 30, 2021, the Company granted an aggregate of 605,319 RSUs to employees and board of director members and 177,472 Performance Stock Units (PSUs) to certain executives. 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) compared to a certain Index which modifies the number of PSUs that vest. Activity under the 2020 Plan was as follows: Number of Shares Weighted Average Grant Date Fair Value RSU Unvested, December 31, 2020 500,006 $ 22.00 Granted 605,319 $ 23.77 Vested — — Forfeited (61,817) $ 26.33 Unvested, September 30, 2021 1,043,508 $ 22.77 PSU Number of Shares Weighted Average Grant Date Fair Value Unvested, December 31, 2020 — $ — Granted 177,472 $ 28.25 Vested — — Forfeited (17,460) $ 30.74 Unvested, September 30, 2021 160,012 $ 27.98 Class B Units The Company accounted for equity grants to employees of Class B Units of Former Parent (the “Units”) as equity-based compensation under ASC 718, Compensation-Stock Compensation . The Units contained vesting provisions as defined in the agreement. Equity-based compensation cost was measured at the grant date fair value and 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 issued to employees were 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 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 expense of $8.9 million. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases Effective January 1, 2021, the Company adopted ASC 842 Leases using the modified retrospective approach. The Company elected the use of the package of practical expedients permitted under the transition guidance which allows the Company not to reassess whether a contract contains a lease, carry forward the historical lease classification and not reassess initial direct lease costs. The Company also elected to apply the short-term measurement and recognition exemption in which the right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases. Adoption of this standard resulted in recording of net operating lease ROU assets and corresponding operating lease liabilities of $13.2 million and $13.5 million, respectively. The standard did not materially affect the condensed consolidated statements of income and had no impact on the condensed consolidated statements of cash flows. The following table summarizes the balances as it relates to leases at the end of the period (in thousands): (*) September 30, 2021 ROU Asset Other assets $ 9,008 Lease liability, current portion Other current liabilities $ 6,447 Lease liability, long-term portion Other long-term liabilities 2,817 Total lease liability $ 9,264 (*) Location on the condensed consolidated balance sheet The Company determines if an arrangement is a lease at its inception. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company’s leases generally do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight-line basis over the lease term. Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the right-of-use assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in the condensed consolidated balance sheets. The details of the Company’s operating leases are as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Operating lease expense $ 1,651 $ 4,955 Variable lease expense 27 79 Short-term lease expense — Total lease expense $ 1,678 $ 5,034 The following table presents the maturities of lease liabilities as of September 30, 2021 (in thousands): Fiscal year ending September 30, Operating Leases 2021 $ 1,868 2022 6,071 2023 896 2024 794 2025 19 Thereafter — Total lease payments 9,648 Less: Imputed lease interest (384) Total lease liabilities $ 9,264 The following table represents future minimum lease obligations under non-cancelable operating leases as of December 31, 2020 (in thousands): Fiscal year ending December 31, Operating Leases 2021 $ 6,663 2022 6,073 2023 893 2024 791 2025 15 Thereafter — Total $ 14,435 The Company’s weighted-average remaining lease-term and weighted-average discount rate are as follows: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Weighted average remaining lease-term 1.7 years 1.7 years Weighted average discount rate 5 % 5 % Supplemental cash flow and other information related to operating leases are as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Operating cash flows from operating leases $ 1,465 $ 4,794 As of January 1, 2021 Non cash investing activities: Lease liabilities arising from obtaining right-of-use assets $ 13,464 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party LoanThe Company had a senior secured promissory note, as amended, with a unit holder of Former Parent that had a balance, net of debt discount and issuance costs as of June 30, 2020 of $41.8 million for which the Company paid off the balance on July 31, 2020 to settle the obligation with respect to the Senior Secured Loan. The Company paid interest expense for the three and nine months ended September 30, 2020 of $0.3 million and $3.8 million, which consisted of cash interest, PIK interest and amortization of the debt discount. The note was no longer outstanding as of June 30, 2021 and had no balance or interest expense for the three months ended September 30, 2021.Related Party Transactions Accounts Payable-Related Party The Company had $0.6 million and $2.2 million as of September 30, 2021 and December 31, 2020, 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, restricted cash at Acquisition Date 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. Related Party Loan - see Note 10 Contingent Consideration - see Note 13 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On November 11, 2021, the Company entered into a definitive agreement with Amixa Capital, S.L. and Aurica Trackers, S.L. to acquire 100% of the share capital of Soluciones Técnicas Integrales Norland, S.L. and its subsidiaries (collectively, “STI”), for a purchase price of €579.0 million ($662.7 million at current exchange rates), €228.0 million ($264.0 million at current exchange rates), of which will be paid at closing in common stock of the Company with the remaining €351.0 million in cash ($401.7 million at current exchange rates) to be paid in cash. The purchase price will be increased by the amount that is four times the audited Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of the target less €47.0 million ($53.5 million at current exchange rates), such that the amount of contingent consideration is subject to a cap of €55.0 million ($63.0 million at current exchange rates). The transaction is expected to close in the first quarter of 2022, following receipt of required regulatory approvals and satisfaction of other customary closing conditions. Bridge Loan Commitment In connection with the entry into the Purchase Agreement, the Company entered into a debt commitment letter dated November 11, 2021 pursuant to which third party financial institutions have committed, subject to the satisfaction of standard conditions, to provide the Company with a bridge loan facility in aggregate principal amount of up to $300 million. The Company currently intends to finance the transaction and related fees and expenses with cash on hand, borrowings under its senior credit facilities and through one or more debt capital markets transactions, subject to market conditions and other factors, and, only to the extent necessary, borrowings under the bridge loan facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncements and New Accounting Standards | Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases” which supersedes the lease recognition requirements in ASC Topic 840, “Leases” . Under ASU No. 2016-02, lessees are required to recognize assets and liabilities on the consolidated balance sheets for most leases and provide enhanced disclosures. For companies that are not emerging growth companies (“EGCs”), the ASU was effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU is effective for fiscal years beginning after December 15, 2021. The Company early adopted the new standard using the modified retrospective method by recording a right-of-use asset of $13.2 million, short-term portion of lease liabilities of $6.3 million and long-term portion of lease liabilities of $7.2 million as of the effective date. Prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The adoption did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. See Note 15, Leases, for further information and disclosures related to the adoption of this standard. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which is intended to simplify various aspects of the accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company has adopted the pronouncement and it did not have a material impact on its consolidated financial statements and related disclosures. New Accounting Standards To be adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses |
Corporate Conversion and Stock Split | Corporate Conversion and Stock Split On October 14, 2020, prior to the issuance of any of our shares of common stock in our initial public offering (the “IPO”), we converted from a Delaware limited liability company to a Delaware corporation. In connection with the corporate conversion, we converted all 1,000 of our outstanding member units into 100,000,000 shares of common stock and then completed a stock split of 1.19994-for-1. The corporate conversion and stock split representing 119,994,467 shares of common stock have been adjusted retroactively for the purposes of calculating basic and diluted earnings per share. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Array Technologies, Inc. and its Subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Use of Estimates | 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 disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include impairment of goodwill, impairment of long-lived assets, fair value of contingent consideration, allowance for doubtful accounts, reserve for excess or obsolete inventories, valuation of deferred tax assets and warranty reserve. Due to the COVID-19 pandemic, there has been and will continue to be uncertainty and disruption in the global economy and financial markets. Management has made estimates and assumptions taking into consideration certain possible impacts due to COVID-19. These estimates may change, as new events occur, and additional information is obtained. 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 | Impact of COVID-19 Pandemic In December 2019, a novel strain of coronavirus, SARS-CoV-2, which causes coronavirus disease 2019, or COVID-19, surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. Due to economic conditions our industry has seen rapid commodity price increases and strained logistics, causing us to experience temporary decreased margins and thus decreased cash from operations. We have taken, and continue to take, mitigating steps to overcome the economic challenges and, therefore, believe the impact to be temporary, but cannot be certain the timing of when we will achieve better margins. We have sufficient |
Equity-Based Compensation | Equity-Based Compensation On October 14, 2020, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective. Under the 2020 Plan, the Company may grant (i) restricted stock units (RSU’s) to its employees and non-employee directors in connection with their service on the board of directors, and (ii) performance stock units (“PSUs”) to certain of its executive officers and members of management. The PSUs contain performance and market conditions. The RSUs are valued at the closing stock price on the date of grant and recognized on a straight-line basis over vesting term. The PSU grants are valued using the Monte Carlo simulation method and the assigned fair value on grant date will be recognized on a straight-line basis over the vesting term of the awards. The probability of the awards meeting the performance related vested conditions is not included in the grant date fair value, but rather will be estimated quarterly, and the Company will true-up the expense recognition accordingly upon any probability to vest revision. The Company accounts for forfeitures as they occur. |
Temporary Equity | Temporary Equity Equity instruments that are redeemable for cash or other assets are classified as temporary equity if the instrument is redeemable, at the option of the holder, at a fixed or determinable price on a fixed or determinable date or upon the occurrence of an event that is not solely within the control of the issuer. Redeemable equity instruments are initially carried at the fair value of the equity instrument at the issuance date, which is subsequently adjusted at each balance sheet date if the instrument is currently redeemable, or probable of becoming redeemable. The Series A Redeemable Preferred Stock issued in connection with the Securities Purchase Agreement as described in Note 9 is classified as temporary equity in the accompanying condensed consolidated financial statements. The Company elected the accreted redemption value method under which it accretes changes in redemption value over the period from the date of issuance of the Series A Redeemable Perpetual Preferred Stock to the earliest costless redemption date (the fifth anniversary) using the effective interest method. Such adjustments are included in preferred undeclared dividends and accretion on Series A Redeemable Perpetual Preferred Stock on the Company’s condensed consolidated statements of changes in equity and treated similarly to a dividend on preferred stock for GAAP purposes. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of current inventory | Inventories consist of the following (in thousands): September 30, December 31, 2021 2020 Raw materials $ 73,514 $ 39,051 Finished goods 106,690 85,833 Reserve for excess or obsolete inventory (7,078) (6,425) Total $ 173,126 $ 118,459 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of property, plant and equipment | Property, plant and equipment consisted of the following (in thousands): Estimated Useful Lives (Years) September 30, December 31, 2021 2020 Land N/A $ 1,340 $ 1,340 Buildings and land improvements 15-39 2,486 2,486 Manufacturing equipment 7 13,791 13,261 Furniture, fixtures and equipment 5-7 477 443 Vehicles 5 161 140 Hardware and software 3-5 1,603 887 Machinery in progress 951 — Total 20,809 18,557 Less: accumulated depreciation (10,607) (8,783) Property, plant and equipment, net $ 10,202 $ 9,774 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | Other intangible assets consisted of the following (in thousands): Estimated Useful Lives (Years) September 30, December 31, 2021 2020 Amortizable: Costs: Developed technology 14 $ 203,800 $ 203,800 Customer relationships 10 89,500 89,500 Internal-use software modification 2.5 4,356 4,356 Total amortizable intangibles 297,656 297,656 Accumulated amortization: Developed technology 76,151 65,233 Customer relationships 46,819 40,107 Internal-use software modification costs 4,356 4,356 Total accumulated amortization 127,326 109,696 Total amortizable intangibles, net 170,330 187,960 Non-amortizable costs: Trade name 10,300 10,300 Total other intangible assets, net $ 180,630 $ 198,260 |
Schedule of indefinite-lived intangible assets | Other intangible assets consisted of the following (in thousands): Estimated Useful Lives (Years) September 30, December 31, 2021 2020 Amortizable: Costs: Developed technology 14 $ 203,800 $ 203,800 Customer relationships 10 89,500 89,500 Internal-use software modification 2.5 4,356 4,356 Total amortizable intangibles 297,656 297,656 Accumulated amortization: Developed technology 76,151 65,233 Customer relationships 46,819 40,107 Internal-use software modification costs 4,356 4,356 Total accumulated amortization 127,326 109,696 Total amortizable intangibles, net 170,330 187,960 Non-amortizable costs: Trade name 10,300 10,300 Total other intangible assets, net $ 180,630 $ 198,260 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | September 30, December 31, 2021 2020 Term loan facility $ 327,850 $ 460,000 Revolving credit facility — — 327,850 460,000 Less discount and issuance costs (24,338) (31,717) Long term debt, net of debt discount and issuance costs 303,512 428,283 Less current portion of long-term debt (4,300) (4,313) Long-term debt, net of current portion, debt discount and issuance costs $ 299,212 $ 423,970 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The following table presents the Company’s revenue disaggregated by sales recorded over-time and sales recorded at a point in time (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Over-time revenue $ 169,753 $ 112,329 $ 591,117 $ 620,447 Point in time revenue 22,315 27,133 49,679 71,649 Total revenue $ 192,068 $ 139,462 $ 640,796 $ 692,096 September 30, 2021 December 31, 2020 Unbilled receivables $ 61,108 $ 18,073 September 30, 2021 December 31, 2020 Deferred revenue $ 81,347 $ 149,821 |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net (loss) income $ (25,552) $ (7,232) $ (22,682) $ 68,845 Preferred dividends and accretion (5,479) (5,479) — Net income (loss) to common shareholders $ (31,031) $ (7,232) $ (28,161) $ 68,845 Basic: Weighted-average shares 130,955 119,994 128,315 119,994 Earnings (loss) per share $ (0.24) $ (0.06) $ (0.22) $ 0.57 Diluted: Weighted-average shares 130,955 119,994 128,315 119,994 Equity compensation dilutive securities — — — — Weighted average dilutive shares 130,955 119,994 128,315 119,994 Earnings (loss) per share $ (0.24) $ (0.06) $ (0.22) $ 0.57 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of liability related to estimated contingent consideration | The following table summarizes the liability related to the estimated contingent consideration (in thousands): TRA Earn-Out Liability Contingent Consideration Balance, June 30, 2021 $ 12,016 $ — $ 12,016 Payments — — — Fair value adjustment 936 — 936 Balance, September 30, 2021 $ 12,952 $ — $ 12,952 Balance, June 30, 2020 $ 18,845 $ 1,822 $ 20,667 Fair value adjustment (521) 14,112 13,591 Balance, September 30, 2020 $ 18,324 $ 15,934 $ 34,258 0 TRA Earn-Out Liability Contingent Consideration Balance, December 31, 2020 $ 19,691 $ — $ 19,691 Payments (7,810) — (7,810) Fair value adjustment 1,071 — 1,071 Balance, September 30, 2021 $ 12,952 $ — $ 12,952 Balance, December 31, 2019 $ 17,808 $ 442 $ 18,250 Fair value adjustment 516 15,492 16,008 Balance, September 30, 2020 $ 18,324 $ 15,934 $ 34,258 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure of share-based compensation arrangements by share-based payment award | Activity under the 2020 Plan was as follows: Number of Shares Weighted Average Grant Date Fair Value RSU Unvested, December 31, 2020 500,006 $ 22.00 Granted 605,319 $ 23.77 Vested — — Forfeited (61,817) $ 26.33 Unvested, September 30, 2021 1,043,508 $ 22.77 PSU Number of Shares Weighted Average Grant Date Fair Value Unvested, December 31, 2020 — $ — Granted 177,472 $ 28.25 Vested — — Forfeited (17,460) $ 30.74 Unvested, September 30, 2021 160,012 $ 27.98 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of balances as it related to leases | The following table summarizes the balances as it relates to leases at the end of the period (in thousands): (*) September 30, 2021 ROU Asset Other assets $ 9,008 Lease liability, current portion Other current liabilities $ 6,447 Lease liability, long-term portion Other long-term liabilities 2,817 Total lease liability $ 9,264 (*) Location on the condensed consolidated balance sheet |
Schedule of operating lease expenses | The details of the Company’s operating leases are as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Operating lease expense $ 1,651 $ 4,955 Variable lease expense 27 79 Short-term lease expense — Total lease expense $ 1,678 $ 5,034 The Company’s weighted-average remaining lease-term and weighted-average discount rate are as follows: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Weighted average remaining lease-term 1.7 years 1.7 years Weighted average discount rate 5 % 5 % Supplemental cash flow and other information related to operating leases are as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Operating cash flows from operating leases $ 1,465 $ 4,794 As of January 1, 2021 Non cash investing activities: Lease liabilities arising from obtaining right-of-use assets $ 13,464 |
Schedule of operating lease liability maturity | The following table presents the maturities of lease liabilities as of September 30, 2021 (in thousands): Fiscal year ending September 30, Operating Leases 2021 $ 1,868 2022 6,071 2023 896 2024 794 2025 19 Thereafter — Total lease payments 9,648 Less: Imputed lease interest (384) Total lease liabilities $ 9,264 The following table represents future minimum lease obligations under non-cancelable operating leases as of December 31, 2020 (in thousands): Fiscal year ending December 31, Operating Leases 2021 $ 6,663 2022 6,073 2023 893 2024 791 2025 15 Thereafter — Total $ 14,435 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | Oct. 14, 2020shares | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020shares | Jan. 01, 2021USD ($) |
Class of Stock [Line Items] | |||||||
ROU Asset | $ 9,008 | $ 9,008 | |||||
Lease liability, current portion | 6,447 | 6,447 | |||||
Lease liability, long-term portion | $ 2,817 | $ 2,817 | |||||
Stock split conversion ratio | 1.19994 | ||||||
Basic (in shares) | shares | 119,994,467 | 130,955,000 | 119,994,000 | 128,315,000 | 119,994,000 | ||
Diluted (in shares) | shares | 119,994,467 | 130,955,000 | 119,994,000 | 128,315,000 | 119,994,000 | ||
Accounting Standards Update 2016-02 | |||||||
Class of Stock [Line Items] | |||||||
ROU Asset | $ 13,200 | ||||||
Lease liability, current portion | 6,300 | ||||||
Lease liability, long-term portion | $ 7,200 | ||||||
Class B units | |||||||
Class of Stock [Line Items] | |||||||
Equity based compensation | $ 8,900 | ||||||
Units | |||||||
Class of Stock [Line Items] | |||||||
Number of shares converted | shares | 1,000 | ||||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued upon conversion | shares | 100,000,000 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 73,514 | $ 39,051 |
Finished goods | 106,690 | 85,833 |
Reserve for excess or obsolete inventory | (7,078) | (6,425) |
Inventories, net | $ 173,126 | $ 118,459 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 20,809 | $ 18,557 |
Less: accumulated depreciation | (10,607) | (8,783) |
Property, plant and equipment, net | 10,202 | 9,774 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,340 | 1,340 |
Buildings and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 2,486 | 2,486 |
Buildings and land improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 15 years | |
Buildings and land improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 39 years | |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 7 years | |
Property, plant, and equipment, gross | $ 13,791 | 13,261 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 477 | 443 |
Furniture, fixtures and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Furniture, fixtures and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 7 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Property, plant, and equipment, gross | $ 161 | 140 |
Hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 1,603 | 887 |
Hardware and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 3 years | |
Hardware and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Machinery in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 951 | $ 0 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.6 | $ 0.6 | $ 1.8 | $ 1.8 |
Depreciation allocated to cost of revenue | 0.5 | 0.5 | 1.5 | 1.5 |
Depreciation included in depreciation and amortization | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 08, 2016 | |
Goodwill [Line Items] | ||||||
Goodwill | $ 69,727 | $ 69,727 | $ 69,727 | |||
Accumulated impairment | 51,900 | 51,900 | $ 51,900 | |||
Amortization expense related to intangible assets | $ 5,900 | $ 5,900 | $ 17,600 | $ 17,600 | ||
Array | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 121,600 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortizable intangibles | $ 297,656 | $ 297,656 |
Total accumulated amortization | 127,326 | 109,696 |
Total amortizable intangibles, net | 170,330 | 187,960 |
Indefinite-lived Intangible Assets [Line Items] | ||
Other intangible assets, net | 180,630 | 198,260 |
Trade name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Non-amortizable costs | $ 10,300 | 10,300 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 14 years | |
Total amortizable intangibles | $ 203,800 | 203,800 |
Total accumulated amortization | $ 76,151 | 65,233 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 10 years | |
Total amortizable intangibles | $ 89,500 | 89,500 |
Total accumulated amortization | $ 46,819 | 40,107 |
Internal-use software modification | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Lives (Years) | 2 years 6 months | |
Total amortizable intangibles | $ 4,356 | 4,356 |
Total accumulated amortization | $ 4,356 | $ 4,356 |
Investment in Equity Security (
Investment in Equity Security (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |||||
Investment in equity securities | $ 2,000,000 | $ 10,000,000 | $ 11,975,000 | $ 0 | |
Balance of investment in equity securities | $ 12,000,000 | 12,000,000 | |||
Impairment recorded | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (3,988,000) | $ 1,423,000 | $ (3,959,000) | $ 18,131,000 |
Reserves for uncertain tax positions | $ 0 | $ 0 | $ 0 | $ 0 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, balance | $ 327,850 | $ 460,000 |
Less discount and issuance costs | (24,338) | (31,717) |
Long term debt, net of debt discount and issuance costs | 303,512 | 428,283 |
Less current portion of long-term debt | (4,300) | (4,313) |
Long-term debt, net of current portion, debt discount and issuance costs | 299,212 | 423,970 |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, balance | 0 | 0 |
Term loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, balance | $ 327,850 | $ 460,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Aug. 11, 2021 | Feb. 23, 2021 | Feb. 22, 2021 | Oct. 14, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 26, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||
Long-term debt, balance | $ 327,850,000 | $ 460,000,000 | ||||||
Repayment of long term line of credit | $ 100,000,000 | 132,150,000 | $ 57,702,000 | |||||
Payments on revolving credit facility | $ 102,000,000 | 102,000,000 | $ 0 | |||||
Debt discount and issuance costs | 24,338,000 | 31,717,000 | ||||||
Term loan facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, balance | 327,850,000 | 460,000,000 | ||||||
Senior Secured Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Monthly basis spread on variable rate | 0.50% | 1.00% | ||||||
Senior Secured Credit Facility | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum annual variable rate | 0.0325 | 0.0400 | ||||||
Term loan facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 575,000,000 | |||||||
Debt instrument term | 7 years | |||||||
Long-term debt, balance | 327,900,000 | |||||||
Interest rate applicable margin | 3.75% | |||||||
Debt discount and issuance costs | $ 24,300,000 | |||||||
Debt issuance costs and discounts, amortization rate | 5.01% | |||||||
Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 150,000,000 | $ 150,000,000 | ||||||
Debt instrument term | 5 years | |||||||
Long-term debt, balance | $ 0 | $ 0 | ||||||
Revolving credit facility | Revolving Credit Facility, Second Amendment | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 200,000,000 |
Long-Term Debt - Letters of Cre
Long-Term Debt - Letters of Credit (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, balance | $ 327,850 | $ 460,000 |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, balance | 0 | $ 0 |
Available borrowing capacity | 185,500 | |
Standby Letters of Credit | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 14,500 |
Redeemable Perpetual Preferred
Redeemable Perpetual Preferred (Details) | Sep. 27, 2021USD ($)shares | Aug. 11, 2021USD ($) | Aug. 10, 2021USD ($)representativevote$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares |
Temporary Equity [Line Items] | ||||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Repayment of long term line of credit | $ 100,000,000 | $ 132,150,000 | $ 57,702,000 | |||||
Temporary equity, liquidation preference | $ 352,800,000 | 352,800,000 | $ 0 | |||||
Stockholders' equity | 7,284,000 | 7,284,000 | $ (68,609,000) | (80,899,000) | ||||
Temporary equity, carrying amount, attributable to parent | 235,278,000 | 235,278,000 | $ 0 | 0 | ||||
Common stock, value, issued | $ 135,000 | $ 135,000 | $ 127,000 | |||||
Common stock, shares issued | shares | 134,869,467 | 134,869,467 | 126,994,467 | |||||
Percentage of variable weighted average price of temporary equity | 95.00% | |||||||
Temporary equity, amortization of discount, period | 5 years | |||||||
Dividend rate, percentage | 5.75% | 5.75% | ||||||
Dividends | $ 2,800,000 | $ 2,800,000 | ||||||
Percentage of initial liquidation preference | 130.00% | |||||||
Initial liquidation preference (in dollars per share) | $ / shares | $ 1,000 | |||||||
Temporary equity, redemption amount | $ 200,000,000 | |||||||
Number of votes per temporary equity share | vote | 1 | |||||||
Maximum leverage ratio | 8.5 | |||||||
Anniversary Date One | ||||||||
Temporary Equity [Line Items] | ||||||||
Purchase commitment, percentage | 0.00% | |||||||
Anniversary Date Two | ||||||||
Temporary Equity [Line Items] | ||||||||
Purchase commitment, percentage | 1.50% | |||||||
Anniversary Date Three | ||||||||
Temporary Equity [Line Items] | ||||||||
Purchase commitment, percentage | 3.00% | |||||||
Series A Redeemable Perpetual Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, amortization of discount | $ 120,200,000 | |||||||
Temporary equity, accretion of interest | $ 2,700,000 | $ 2,700,000 | ||||||
Maximum leverage ratio | 8.5 | |||||||
Series A Redeemable Perpetual Preferred Stock | Cash Regular Dividend Rate | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividend rate, percentage | 5.75% | |||||||
Temporary equity dividend rate spread | 2.00% | |||||||
Percent of the amount of default accrued dividends to be paid | 100.00% | |||||||
Series A Redeemable Perpetual Preferred Stock | Cash Regular Dividend Rate | Fifth, Sixth, and Seventh Anniversaries | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity dividend rate spread | 0.50% | |||||||
Series A Redeemable Perpetual Preferred Stock | Cash Regular Dividend Rate | Eighth, Ninth, and Tenth Anniversaries | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity dividend rate spread | 1.00% | |||||||
Series A Redeemable Perpetual Preferred Stock | Accrued Regular Dividend Rate | ||||||||
Temporary Equity [Line Items] | ||||||||
Dividend rate, percentage | 6.25% | |||||||
Securities Purchase Agreement | ||||||||
Temporary Equity [Line Items] | ||||||||
Net proceeds from sale of series A perpetual preferred stock | $ 346,000,000 | |||||||
Repayment of long term line of credit | $ 100,000,000 | |||||||
Stockholders' equity | $ 12,400,000 | |||||||
Proceeds from Series A issuance | 334,600,000 | |||||||
Temporary equity, carrying amount, attributable to parent | 229,800,000 | |||||||
Common stock, value, issued | 105,400,000 | |||||||
Derivative instrument, prepaid forward contract | $ 11,700,000 | |||||||
Common stock, shares issued | shares | 776,235 | |||||||
Securities Purchase Agreement | Series A Redeemable Perpetual Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issued (in shares) | shares | 350,000 | |||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Temporary equity, liquidation preference | $ 100,000,000 | |||||||
Securities Purchase Agreement | Common Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issued (in shares) | shares | 7,098,765 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Securities Purchase Agreement, Expiry or Termination | Common Stock | BCP Helios Aggregator L.P. | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issued (in shares) | shares | 776,235 | |||||||
Net proceeds from sale of series A perpetual preferred stock | $ 776 | |||||||
Securities Purchase Agreement, Voting and Consent Rights | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of members eligible to be designated to board of directors | representative | 1 | |||||||
Number of non-voting representatives designated to board of directors | representative | 3 | |||||||
Securities Purchase Agreement, Additional Closings | ||||||||
Temporary Equity [Line Items] | ||||||||
Net proceeds from sale of series A perpetual preferred stock | $ 148,000,000 | |||||||
Securities Purchase Agreement, Additional Closings | Series A Redeemable Perpetual Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issued (in shares) | shares | 150,000 | |||||||
Securities Purchase Agreement, Additional Closings | Common Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issued (in shares) | shares | 3,375,000 | |||||||
Securities Purchase Agreement, Additional Closings, Certain Pricing Adjustments | Common Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issued (in shares) | shares | 6,100,000 |
Related Party Loan (Details)
Related Party Loan (Details) - Senior Secured Loan - Unit holder of Parent - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | |||||
Balance of senior secured loan | $ 0 | $ 41,800,000 | |||
Interest expense | $ 0 | $ 300,000 | $ 3,800,000 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 192,068 | $ 139,462 | $ 640,796 | $ 692,096 | |
Unbilled receivables | 61,108 | 61,108 | $ 18,073 | ||
Deferred revenue | 81,347 | 81,347 | $ 149,821 | ||
Deferred revenue recognized | $ 149,800 | ||||
Percentage of deferred revenue recognized | 100.00% | ||||
Remaining performance obligation | $ 591,000 | $ 591,000 | |||
Percentage of performance obligation to be recognized | 100.00% | 100.00% | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Remaining performance obligation, period | 12 months | 12 months | |||
Over-time revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 169,753 | 112,329 | $ 591,117 | 620,447 | |
Point in time revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 22,315 | $ 27,133 | $ 49,679 | $ 71,649 |
Earnings (loss) per Share - Sch
Earnings (loss) per Share - Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 14, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Earnings Per Share [Abstract] | |||||
Net (loss) income | $ (25,552) | $ (7,232) | $ (22,682) | $ 68,845 | |
Preferred dividends and accretion | (5,479) | (5,479) | |||
Net income (loss) to common shareholders | $ (31,031) | $ (7,232) | $ (28,161) | $ 68,845 | |
Basic: | |||||
Weighted average number of shares | 119,994,467 | 130,955,000 | 119,994,000 | 128,315,000 | 119,994,000 |
Earnings (loss) per share (in dollars per share) | $ (0.24) | $ (0.06) | $ (0.22) | $ 0.57 | |
Diluted: | |||||
RSU Dilutive shares (in shares) | 0 | 0 | 0 | 0 | |
Weighted average number of shares | 119,994,467 | 130,955,000 | 119,994,000 | 128,315,000 | 119,994,000 |
Earnings (loss) per share (in dollars per share) | $ (0.24) | $ (0.06) | $ (0.22) | $ 0.57 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Contingent consideration | $ 12,952,000 | $ 12,016,000 | $ 19,691,000 | $ 34,258,000 | $ 20,667,000 | $ 18,250,000 |
Array | TRA | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Contingent consideration | $ 12,952,000 | 12,016,000 | 19,691,000 | 18,324,000 | 18,845,000 | 17,808,000 |
Tax Receivable Agreement, payment term | 125 days | |||||
Array | Earn-Out Liability | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Contingent consideration | $ 0 | $ 0 | 0 | $ 15,934,000 | $ 1,822,000 | $ 442,000 |
Maximum aggregate earn-out consideration | $ 25,000,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Summary of liability related to estimated contingent consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration [Roll Forward] | ||||
Beginning balance | $ 12,016 | $ 20,667 | $ 19,691 | $ 18,250 |
Contingent consideration | 0 | (7,810) | 0 | |
Fair value adjustment | 936 | 13,591 | 1,071 | 16,008 |
Fair value adjustment | 1,071 | |||
Ending balance | 12,952 | 34,258 | 12,952 | 34,258 |
Array | TRA | ||||
Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration [Roll Forward] | ||||
Beginning balance | 12,016 | 18,845 | 19,691 | 17,808 |
Contingent consideration | 0 | (7,810) | ||
Fair value adjustment | 936 | (521) | 516 | |
Fair value adjustment | 1,071 | |||
Ending balance | 12,952 | 18,324 | 12,952 | 18,324 |
Array | Earn-Out Liability | ||||
Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration [Roll Forward] | ||||
Beginning balance | 0 | 1,822 | 0 | 442 |
Contingent consideration | 0 | 0 | ||
Fair value adjustment | 0 | 14,112 | 15,492 | |
Fair value adjustment | 0 | |||
Ending balance | $ 0 | $ 15,934 | $ 0 | $ 15,934 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 14, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Forfeitures in period (in shares) | 18,772 | 0 | 79,277 | 0 | ||
2020 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Authorized shares | 6,683,919 | |||||
Class B units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity based compensation | $ 8.9 | |||||
RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted in period (in shares) | 605,319 | |||||
PSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted in period (in shares) | 177,472 | |||||
Vesting period | 3 years | |||||
Equity grants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity based compensation | $ 2.2 | $ 0.9 | $ 14.3 | $ 3.3 | ||
Equity grants | Class B units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation costs | $ 18.4 | $ 18.4 | ||||
Unrecognized compensation costs, period of recognition | 2 years 3 months 18 days |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of RSU Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
RSU | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 500,006 |
Granted (in shares) | shares | 605,319 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (61,817) |
Unvested, ending balance (in shares) | shares | 1,043,508 |
Weighted Average Grant Date Fair Value | |
Unvested, weighted average grant date fair value, beginning balance (in dollars per share) | $ / shares | $ 22 |
Granted, weighted average grand date fair value (in dollars per share) | $ / shares | 23.77 |
Vested, weighted average grand date fair value (in dollars per share) | $ / shares | 0 |
Forfeited, weighted average grand date fair value (in dollars per share) | $ / shares | 26.33 |
Unvested, weighted average grant date fair value, ending balance (in dollars per share) | $ / shares | $ 22.77 |
PSU | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 177,472 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (17,460) |
Unvested, ending balance (in shares) | shares | 160,012 |
Weighted Average Grant Date Fair Value | |
Unvested, weighted average grant date fair value, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted, weighted average grand date fair value (in dollars per share) | $ / shares | 28.25 |
Vested, weighted average grand date fair value (in dollars per share) | $ / shares | 0 |
Forfeited, weighted average grand date fair value (in dollars per share) | $ / shares | 30.74 |
Unvested, weighted average grant date fair value, ending balance (in dollars per share) | $ / shares | $ 27.98 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 |
Lessee, Lease, Description [Line Items] | ||
ROU Asset | $ 9,008 | |
Total lease liabilities | $ 9,264 | $ 13,500 |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
ROU Asset | $ 13,200 |
Leases - Summary of balances as
Leases - Summary of balances as it relates to leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 |
Leases [Abstract] | ||
Operating lease, right-of-use asset, statement of financial position | Other assets | |
ROU Asset | $ 9,008 | |
Operating lease, liability, current, statement of financial position | Other current liabilities | |
Lease liability, current portion | $ 6,447 | |
Operating lease, liability, noncurrent, statement of financial position | Other long-term liabilities | |
Lease liability, long-term portion | $ 2,817 | |
Total lease liabilities | $ 9,264 | $ 13,500 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 1,651 | $ 4,955 |
Variable lease expense | 27 | 79 |
Short-term lease expense | 0 | |
Total lease expense | $ 1,678 | $ 5,034 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
2021 | $ 1,868 | $ 6,663 | |
2022 | 6,071 | 6,073 | |
2023 | 896 | 893 | |
2024 | 794 | 791 | |
2025 | 19 | 15 | |
Thereafter | 0 | 0 | |
Total lease payments | 9,648 | $ 14,435 | |
Less: Imputed lease interest | (384) | ||
Total lease liabilities | $ 9,264 | $ 13,500 |
Leases - Schedule of Weighted-A
Leases - Schedule of Weighted-Average Remaining Lease-Term and Discount Rate (Details) | Sep. 30, 2021 |
Leases [Abstract] | |
Weighted average remaining lease-term | 1 year 8 months 12 days |
Weighted average discount rate | 5.00% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 1,465 | $ 4,794 |
Non cash investing activities: | ||
Lease liabilities arising from obtaining right-of-use assets | $ 13,464 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Accounts payable - related party | $ 610 | $ 2,232 |
Subsequent Events (Details)
Subsequent Events (Details) - Nov. 11, 2021 - Subsequent event € in Millions, $ in Millions | EUR (€) | USD ($) |
Bridge loan | Bridge loan commitment | ||
Subsequent Event [Line Items] | ||
Bridge loan facility aggregate principal amount | $ 300 | |
Soluciones Técnicas Integrales Norland, S.L. (STI) | ||
Subsequent Event [Line Items] | ||
Percentage of share capital acquired | 100.00% | |
Total consideration transferred | € 579 | $ 662.7 |
Stock payments to acquire businesses | 228 | 264 |
Payments to acquire businesses | 351 | 401.7 |
Business combination, consideration transferred, EBITDA reduction, amount | 47 | 53.5 |
Business combination, consideration transferred, future payable maximum | € 55 | $ 63 |