0001820721-22-000050 | 10-Q | XBRL Viewer

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2022	May 10, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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	2022
Document Fiscal Period Focus	Q1
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	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock Shares Outstanding		150,175,189

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 49,491	$ 367,670
Accounts receivable, net	390,921	236,009
Inventories, net	299,010	205,653
Income tax receivables	31,079	9,052
Prepaid expenses and other	46,495	33,649
Total current assets	816,996	852,033
Property, plant and equipment, net	16,878	10,692
Goodwill	379,840	69,727
Other intangible assets, net	470,690	174,753
Deferred tax assets	0	9,345
Other assets	31,314	26,429
Total assets	1,715,718	1,142,979
Current liabilities
Accounts payable	187,466	91,392
Accounts payable - related party	478	610
Accrued expenses and other	54,837	38,494
Accrued warranty reserve	3,201	3,192
Income tax payable	6,452	60
Deferred revenue	121,624	99,575
Current portion of contingent consideration	0	1,773
Current portion of debt	48,180	4,300
Other current liabilities	10,886	5,909
Total current liabilities	433,124	245,305
Long-term liabilities
Deferred tax liability	92,931	0
Contingent consideration, net of current portion	9,363	12,804
Other long-term liabilities	7,102	5,557
Long-term warranty	4,743	0
Long-term debt, net of current portion	778,248	711,056
Total long-term liabilities	892,387	729,417
Total liabilities	1,325,511	974,722
Commitments and contingencies (Note 16)
Series A Redeemable Perpetual Preferred Stock of $0.001 par value - 500,000 authorized; 400,000 and 350,000 shares issued as of March 31, 2022 and December 31, 2021; liquidation preference of $400.0 million and $350.0 million as of March 31, 2022 and December 31, 2021	281,792	237,462
Stockholders’ equity (deficit)
Preferred stock of $0.001 par value - 4,500,000 shares authorized; none issued as of March 31, 2022 and December 31, 2021	0	0
Common stock of $0.001 par value - 1,000,000,000 shares authorized; 150,173,507 and 135,026,940 shares issued as of March 31, 2022 and December 31, 2021	150	135
Additional paid-in capital	411,232	202,562
Accumulated deficit	(293,956)	(271,902)
Accumulated other comprehensive income	(9,011)	0
Total stockholders’ equity (deficit)	108,415	(69,205)
Total liabilities, redeemable perpetual preferred stock and stockholders’ equity (deficit)	$ 1,715,718	$ 1,142,979

Condensed Consolidated Balance Sheets (unaudited) - (Parenthetical) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Temporary equity, par value (in dollars per share)	$ 0.001	$ 0.001
Authorized temporary equity stock (in shares)	500,000	500,000
Temporary equity, shares issued	400,000,000	350,000
Temporary equity, liquidation preference	$ 400,000,000	$ 350,000,000
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	150,173,507	135,026,940

Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 300,586	$ 248,240
Cost of revenue	273,999	202,074
Gross profit	26,587	46,166
Operating expenses
General and administrative	39,827	24,673
Contingent consideration	(3,731)	148
Depreciation and amortization	22,652	5,984
Total operating expenses	58,748	30,805
Income (loss) from operations	(32,161)	15,361
Other expense
Other income (expense), net	743	(78)
Foreign currency gain	3,863	0
Interest expense	(6,942)	(9,009)
Total other expense	(2,336)	(9,087)
Income (loss) before income tax expense (benefit)	(34,497)	6,274
Income tax expense (benefit)	(12,443)	1,698
Net income (loss)	(22,054)	4,576
Preferred dividends and accretion	11,606	0
Net income (loss) to common shareholders	$ (33,660)	$ 4,576
Earnings (loss) per share
Basic (in dollars per share)	$ (0.23)	$ 0.04
Diluted (in dollars per share)	$ (0.23)	$ 0.04
Weighted average number of shares
Basic (in shares)	148,288	126,994
Diluted (in shares)	148,288	127,298

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (22,054)	$ 4,576
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]
Foreign currency translation adjustments	(9,011)	0
Comprehensive income (loss)	$ (31,065)	$ 4,576

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Deficit (unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Series A Preferred Stock	Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Series A Preferred Stock	Accumulated Deficit	Accumulated Other Comprehensive Income
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	7,897			7,897
Net income (loss)	4,576					4,576
Ending shares balance (in shares) at Mar. 31, 2021			126,994
Stockholders' equity ending balance at Mar. 31, 2021	$ (68,426)		$ 127	148,370		(216,923)
Beginning temporary equity shares balance (in shares) at Dec. 31, 2021	350
Temporary equity, beginning balance at Dec. 31, 2021	$ 237,462
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees (in shares)	50
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees	$ 32,724
Preferred cumulative dividends plus accretion	$ 11,606
Ending temporary equity shares balance (in shares) at Mar. 31, 2022	400
Temporary equity, ending balance at Mar. 31, 2022	$ 281,792
Beginning shares balance (in shares) at Dec. 31, 2021			135,027
Stockholders' equity beginning balance at Dec. 31, 2021	(69,205)		$ 135	202,562		(271,902)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	4,413			4,413
Issuance of common stock, net (in shares)			15,147
Issuance of common stock, net	216,078	$ (200)	$ 15	216,063	$ (200)
Preferred cumulative dividends plus accretion	(11,606)			(11,606)
Net income (loss)	(22,054)					(22,054)
Other comprehensive income	(9,011)						(9,011)
Ending shares balance (in shares) at Mar. 31, 2022			150,174
Stockholders' equity ending balance at Mar. 31, 2022	$ 108,415		$ 150	$ 411,232		$ (293,956)	$ (9,011)

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Cash Flows [Abstract]
Net income (loss)	$ (22,054)	$ 4,576
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Provision for (recovery of) bad debts	145	(535)
Deferred tax benefit (expense)	6,649	(109)
Depreciation and amortization	23,023	6,481
Amortization of debt discount and issuance costs	1,710	3,586
Equity-based compensation	4,508	7,911
Contingent consideration	(3,731)	148
Warranty provision	594	302
Provision for inventory obsolescence	409	0
Changes in operating assets and liabilities, net of business acquisition
Accounts receivable	(44,268)	(5,000)
Inventories	(46,250)	(6,246)
Income tax receivables	(21,924)	13,003
Prepaid expenses and other	5,960	(3,216)
Accounts payable	59,551	(10,556)
Accounts payable - related party	(132)	0
Accrued expenses and other	7,027	5,134
Income tax payable	(8,760)	2,067
Lease liabilities	6,085	247
Deferred revenue	(18,639)	(59,941)
Net cash used in operating activities	(50,097)	(42,148)
Cash flows from investing activities
Purchase of property, plant and equipment	(2,357)	(570)
Acquisition of STI, net of cash acquired	(373,816)	0
Investment in equity security	0	(10,000)
Net cash used in investing activities	(376,173)	(10,570)
Cash flows from financing activities
Proceeds from Series A issuance	33,098	0
Proceeds from common stock issuance	15,885	0
Series A equity issuance costs	175	0
Common stock issuance costs	(450)	0
Proceeds from revolving credit facility	52,000	0
Proceeds from issuance of other debt	6,229	0
Principal payments on debt	(4,368)	(30,000)
Contingent consideration	(1,483)	0
Debt issuance costs	0	6,590
Net cash provided by (used in) financing activities	100,736	(36,590)
Effect of exchange rate changes on cash and cash equivalent balances	7,355	0
Net change in cash and cash equivalents	(318,179)	(89,308)
Cash and cash equivalents, beginning of period	367,670	108,441
Cash and cash equivalents, end of period	49,491	19,133
Supplemental Cash Flow Information
Stock consideration paid for acquisition of STI	$ 200,224	$ 0

Organization and Business	3 Months Ended
Organization and Business	Mar. 31, 2022
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 Sub, Inc. (“ATI Investment”) owns subsidiaries through which it conducts substantially all operations. Acquisition of STI On January 11, 2022, the Company acquired 100% of the share capital of Soluciones Tecnicas Integrales Norland, S.L. a Spanish private limited liability Company, and its subsidiaries (collectively “STI”) with cash and common stock of the Company. The acquisition was accounted for as a business combination. See Note 3 – Acquisition of STI.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Accounting and Presentation The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). 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 months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022 or any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 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 April 6, 2022. 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 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, Series A Redeemable Preferred Stock and the related future tranche, allowance for credit losses, reserve for excess or obsolete inventories, valuation of deferred tax assets and warranty reserve. Actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements; however, management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur. Impact of COVID-19 Pandemic In December 2019, a novel strain of coronavirus, SARS-CoV-2, which causes coronavirus disease 2019, (“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 which has adversely impacted our business. In addition, due to global tightening of supply chain and strained logistics issues we have experienced an increase in our unbilled revenues and also in some instances incurred liquidated damages. 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. The Company believes it has sufficient liquidity and financing options available and expects to have sufficient liquidity to operate for the next 12 months. The Company expects to use cash generated from operations and if needed, can access funds from the Revolving Credit Facility. The Company also has $100 million in delayed draw ability under the Series A Redeemable Perpetual Preferred Stock future draw commitment; however, such a draw would increase the Company’s dividend obligations and outstanding common stock and failure to draw the delayed commitments will result in interest expense payable by the company. See Note 13 – Redeemable Perpetual Preferred. The Revolving Credit Facility has $114.8 million of availability; however the Company may have limited ability to draw on the funds due to existing debt covenants. 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. Business Combinations The Company accounts for its business acquisitions under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”). The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, amongst other items. Foreign Currency Translation For non-U.S. subsidiaries that operate in a local currency environment, assets and liabilities are translated into the U.S. dollar at period end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the period. Translation adjustments for these subsidiaries are accumulated as a separate component of accumulated other comprehensive income in equity. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at rates prevailing when acquired, and all other assets and liabilities are translated at period end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates, and all other income and expense items are translated at average exchange rates prevailing during the period. Gains and losses which result from remeasurement are included in earnings. Recent Accounting Pronouncements Adopted In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires the company acquiring contract assets and contract liabilities obtained in a business combination to recognize and measure them in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). At the Acquisition Date, the company acquiring the business should record related revenue, as if it had originated the contract. Before the recent update, such amounts were recognized by the acquiring company at fair value. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company early adopted ASU 2021-08 as of January 1, 2022. See Note 3 – Acquisition of STI for further information and disclosures related to the STI Acquisition.

Acquisition of STI

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition of STI

Acquisition of STI On January 11, 2022 (the “Closing Date”) the Company completed the acquisition of 100% of the share capital of STI (the “STI Acquisition”). The STI Acquisition was funded primarily with borrowings from Senior unsecured convertible notes and the issuance of Series A Redeemable Perpetual Preferred Stock. The STI Acquisition provided the Company with an immediate presence in Brazil and Western Europe. Transaction expenses incurred in connection with the acquisition are $5.6 million recorded in the General and administrative line item on the condensed consolidated statement of operations for the three months ended March 31, 2022. In accordance with the Purchase Agreement, the Company paid closing consideration to STI consisting of $410.5 million in cash and 13,894,800 shares of the Company’s common stock. The fair value of the purchase consideration was $610.8 million and resulted in the Company owning 100% of the interests in STI. The Company is in the process of performing a valuation of the acquisition assets and liabilities and the related accounting impact.

The purchase price consideration to acquire STI consisted of the following:


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

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

The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the Acquisition Date:


Preliminary fair value of net assets acquired and liabilities assumed:	Acquisition Date
Cash and cash equivalents	$	36,725
Accounts receivable	110,789
Inventories	47,517
Prepaid expenses and other	23,399
Property, plant and equipment	4,434
Other intangible assets	318,365
Other assets	325
Total assets acquired	$	541,554

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

Preliminary fair value of net assets acquired	283,019
Preliminary allocation to goodwill	$	327,768

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as the twelve months following the Acquisition Date). The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of identifiable intangible assets acquired, the fair value of certain tangible assets acquired and liabilities assumed as well as the tax impact. The Company expects to continue to obtain information for the purpose of determining the fair value of the assets acquired and liabilities assumed on the Acquisition Date throughout the remainder of the measurement period. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired is fully evaluated by the Company, including but not limited to, the fair value accounting.

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


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

The preliminary fair value of the identifiable intangible assets has been estimated using the Excess Earnings Method (Customer relationships and Backlog) and Relief from Royalty Method (Trade name). The intangible assets are being amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the STI Acquisition.

The amounts of revenue and net loss of STI included in the Company’s consolidated statement of operations from the Acquisition Date of January 11, 2022 through March 31, 2022 are $49.9 million and a loss of $0.8 million, respectively.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma financial information presents the combined results of operations of the Company and STI as if the acquisition had occurred on January 1, 2021, after giving effect to certain unaudited pro forma adjustments. The unaudited pro forma adjustments reflected herein include only those adjustments that are directly attributable to the STI Acquisition and factually supportable. The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the STI Acquisition and is not necessarily indicative of the operating results that would have actually occurred had the STI Acquisition been consummated on January 1, 2022. These results are prepared in accordance with U.S. GAAP.


	Three Months Ended March 31,
	2022		2021
Revenue	$	308,936	$	273,803
Net income	$	(23,562)	$	(12,283)

Accounts Receivable

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Accounts Receivable

Accounts receivable consists of the following (in thousands):


	March 31, 2022		December 31, 2021
Accounts receivable	$	391,196	$	236,149
Less: allowance for doubtful accounts	(275)		(140)
Accounts receivable, net	$	390,921	$	236,009

Inventories

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following (in thousands):


	March 31, 2022		December 31, 2021
Raw materials	$	155,561	$	85,470
Finished goods	151,273		127,598
Reserve for excess or obsolete inventory	(7,824)		(7,415)
Total	$	299,010	$	205,653

Property, Plant, and Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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


	Estimated Useful Lives (Years)	March 31, 2022		December 31, 2021
Land	N/A	$	1,567	$	1,340
Buildings and land improvements	15-39	3,973		2,451
Manufacturing equipment	7	16,454		13,924
Furniture, fixtures and equipment	5-7	591		476
Vehicles	5	275		161
Hardware and software	3-5	2,338		1,683
Assets in progress		3,576		1,880
Total		28,774		21,915
Less: accumulated depreciation		(11,896)		(11,223)
Property, plant and equipment, net		$	16,878	$	10,692

Depreciation expense was $0.6 million and $0.6 million for the three months ended March 31, 2022 and 2021, respectively, of which $0.5 million and $0.5 million, respectively, was allocated to cost of revenue and $0.1 million and $0.1 million, respectively, was included in depreciation and amortization in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021.

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill

Prior to the STI Acquisition, goodwill related to Former Parent’s acquisition of the Company. At the Acquisition Date, goodwill was recorded as $121.6 million and was subsequently impaired. Total accumulated impairment as of March 31, 2022 was $51.9 million.

During 2022, the Company recorded an additional $327.8 million of goodwill as a result of the STI Acquisition. As of March 31, 2022 and December 31, 2021 goodwill totaled $379.8 million and $69.7 million, net of

accumulated impairment of $51.9 million and is not deductible for tax purposes. Changes in the carrying amount of goodwill during the three months ended March 31, 2022 are shown below (in thousands):


	Goodwill as of March 31, 2022
Beginning Balance	$	69,727
Acquisition of STI	327,768
Foreign currency impact	(17,655)
Ending Balance	$	379,840

Other Intangible Assets

Other intangible assets consisted of the following (in thousands):


	Estimated Useful Lives (Years)	March 31, 2022		December 31, 2021
Amortizable:
Costs:
Developed technology	14	$	203,800	$	203,800
Customer relationships	10	328,270		89,500
Backlog	1	51,165		—
Trade name	20	28,430		—
Total amortizable intangibles		611,665		293,300
Accumulated amortization:
Developed technology		83,430		79,790
Customer relationships		56,254		49,057
Backlog		11,278		—
Trade name		313		—
Total accumulated amortization		151,275		128,847
Total amortizable intangibles, net		460,390		164,453

Non-amortizable costs:
Trade name		10,300		10,300
Total other intangible assets, net		$	470,690	$	174,753

Amortization expense related to intangible assets amounted to $22.5 million and $5.9 million for the three months ended March 31, 2022 and 2021.

Estimated future annual amortization expense for the above amortizable intangible assets for the remaining periods through March 31, as follows (in thousands):


	Amount
2022	$	75,291
2023	50,318
2024	48,805
2025	48,805
2026	44,499
Thereafter	192,672
	$	460,390

Investment in Equity Security	3 Months Ended
Investment in Equity Security	Mar. 31, 2022
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 Topic 321 Investments—Equity Securities at its cost, less any impairment. The investment balance as of March 31, 2022 was $12.0 million and is recorded in other assets on the condensed consolidated balance sheets. There is no impairment recorded for the three months ended March 31, 2022.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company follows guidance under ASC Topic 740-270 Income Taxes, which requires that an estimated annual effective tax rate is applied to year-to-date ordinary income (loss). At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The tax effect of discrete items is recorded in the quarter in which the discrete events occur. The Company recorded income tax expense (benefit) of $(12.4) million and $1.7 million for the three months ended March 31, 2022 and 2021, respectively. The tax (benefit) in the three months ended March 31, 2022 was favorably impacted by mix of earnings in foreign jurisdictions offset by non-deductible amounts for officers’ compensation and transaction costs. The tax expense in the three months ended March 31, 2021 was unfavorably impacted by non-deductible equity based compensation as well as initial public offering and secondary offering costs. For the three months ended March 31, 2022 and 2021, no reserves for uncertain tax positions have been recorded. The Company will continue to monitor this position each interim period.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Senior Secured Facility

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Senior Secured Facility

Long-term senior secured credit facility consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Term loan facility	$	325,700	$	326,775
Revolving credit facility	52,000		—
	377,700		326,775
Less discount and issuance costs	(22,247)		(23,291)
Long-term portion, net of debt discount and issuance costs	355,453		303,484
Less current portion of credit facility	(4,300)		(4,300)
Long-term senior secured facility debt, net of current portion, debt discount and issuance costs	$	351,153	$	299,184

Senior Secured Credit Facility

On October 14, 2020, the Company entered into a senior secured credit facility which was amended on February 23, 2021 by the First Amendment and on February 26, 2021 by the Second Amendment. The senior secured facility consisted originally of (i) a $575 million senior secured 7-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”). 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 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 decreasing to 3.75% down from 5% prior to the First Amendment. On February 26, 2021, the Company 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.

Revolving Credit Facility

Under the Revolving Credit Facility, the Company had $52.0 million and no outstanding balance as of March 31, 2022 and December 31, 2021, respectively, $33.2 million and $13.6 million in standby letters of credit at March 31, 2022 and December 31, 2021, respectively, and availability of $114.8 million and $186.4 million at March 31, 2022 and December 31, 2021, respectively.

Term Loan Facility

The Term Loan Facility had a balance of $325.7 million and $326.8 million as of March 31, 2022 and December 31, 2021, respectively. The balance of the Term Loan Facility is presented in the accompanying condensed consolidated balance sheets, net of debt discount and issuance costs of $22.2 million and $23.3 million as of March 31, 2022 and December 31, 2021, respectively. The debt discount and issuance costs are being amortized using the effective interest method and the rate as of March 31, 2022 is 5.03%. The Term Loan Facility has an annual excess cash flow calculation, for which the prescribed formula did not result in requiring the Company to make any advance principal payments for the three months ended March 31, 2022 and 2021.

Convertible Debt

Convertible debt consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
1.00% Senior unsecured convertible notes	$	425,000	$	425,000
Less: unamortized discount and issuance costs	(12,689)		(13,137)
1.00% Senior unsecured convertible notes, net (1)	$	412,311	$	411,863

(1) Effective interest rate for the Convertible Notes as of March 31, 2022 was 1.5%.

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

The Convertible Notes are senior unsecured obligations of the Company and will mature on December 1, 2028, unless earlier converted redeemed or repurchased. The Convertible Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2022.

The Convertible Notes were not convertible during the three months ended March 31, 2022 and none have been converted to date. Also, given that the average market price of the common stock has not exceeded the exercise price since inception, there was no dilutive impact for the three months ended March 31, 2022.

Other DebtIn connection with the acquisition of STI, the Company assumed debt obligations of STI consisting of $43.9 million in short-term debt and $14.8 million in long-term debt. Interest rates range from 0.55% to 2.76% annually and maturities for the short term portion of loans range from April 2022 to March 2023. Maturities for the long term portion of loans are $5.3 million Euros ($5.9 million USD) due in 2024 and $8 million Euros ($8.9 million USD) due in March 2027.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 470
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+ Details

Convertible Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Convertible Debt

Senior Secured Facility

Long-term senior secured credit facility consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Term loan facility	$	325,700	$	326,775
Revolving credit facility	52,000		—
	377,700		326,775
Less discount and issuance costs	(22,247)		(23,291)
Long-term portion, net of debt discount and issuance costs	355,453		303,484
Less current portion of credit facility	(4,300)		(4,300)
Long-term senior secured facility debt, net of current portion, debt discount and issuance costs	$	351,153	$	299,184

Senior Secured Credit Facility

Revolving Credit Facility

Term Loan Facility

Convertible Debt

Convertible debt consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
1.00% Senior unsecured convertible notes	$	425,000	$	425,000
Less: unamortized discount and issuance costs	(12,689)		(13,137)
1.00% Senior unsecured convertible notes, net (1)	$	412,311	$	411,863

(1) Effective interest rate for the Convertible Notes as of March 31, 2022 was 1.5%.

- Definition

+ References

+ Details

Other Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Other Debt

Senior Secured Facility

Long-term senior secured credit facility consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Term loan facility	$	325,700	$	326,775
Revolving credit facility	52,000		—
	377,700		326,775
Less discount and issuance costs	(22,247)		(23,291)
Long-term portion, net of debt discount and issuance costs	355,453		303,484
Less current portion of credit facility	(4,300)		(4,300)
Long-term senior secured facility debt, net of current portion, debt discount and issuance costs	$	351,153	$	299,184

Senior Secured Credit Facility

Revolving Credit Facility

Term Loan Facility

Convertible Debt

Convertible debt consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
1.00% Senior unsecured convertible notes	$	425,000	$	425,000
Less: unamortized discount and issuance costs	(12,689)		(13,137)
1.00% Senior unsecured convertible notes, net (1)	$	412,311	$	411,863

(1) Effective interest rate for the Convertible Notes as of March 31, 2022 was 1.5%.

- Definition

+ References

+ Details

Redeemable Perpetual Preferred	3 Months Ended
Redeemable Perpetual Preferred	Mar. 31, 2022
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”), 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, on September 27, 2021, the Company issued andz sold to the Purchasers 776,235 shares of Common Stock for an aggregate purchase price of $776 (the “Prepaid Forward Contract”). The Company used net proceeds from the Initial Closing to repay $102.0 million, which was the amount outstanding under the Company’s existing Revolving Credit Facility, and prepaid $100 million under the Company’s Term Loan. The Purchasers are 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 Purchasers 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 Perpetual Preferred Stock has no maturity date. On January 7, 2022, the Company issued and sold to the Purchasers 50,000 shares of Series A Redeemable Perpetual Preferred Stock and 1,125,000 shares of Common Stock, par value $0.001 per share, in an additional closing for an aggregate purchase price of $49,376,125 (the “Additional Closing”). 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 of Series A Redeemable Perpetual Preferred Stock, until June 30, 2023, and up to 3,375,000 shares of Common Stock (or up to 6,100,000 shares of Common Stock in the event of certain price-related adjustments) (subject to certain equitable adjustments pursuant to any stock dividend, stock split, stock combination, reclassification or similar transaction) for an aggregate purchase price up to $148 million (the “Delayed Draw Commitment”). This commitment has been reduced by the Additional Closing. The Company evaluated the accounting for the instruments issued in the Securities Purchase Agreement and determined the Series A Redeemable Perpetual Preferred Stock and Common Stock issued in the Initial Closing, as well as the Prepaid Forward Contract, and Delayed Draw Commitment are freestanding instruments accounted for in equity. The Series A Redeemable Perpetual Preferred Stock is recorded in temporary equity on the condensed consolidated balance sheets as it has redemption features upon certain triggering events that are outside the Company’s control, such as a fundamental change. The proceeds of the Series A Redeemable Perpetual Preferred Stock, transactions costs and discount of $334.6 million have been allocated to each instrument based on its relative fair value. At the Initial Closing date, $229.8 million was allocated to the Series A Redeemable Perpetual Preferred Stock, $105.4 million to Common Stock, $12.4 million to the Delayed Draw Commitment, which was recorded as a debit to additional paid-in capital, and $11.7 million for a Prepaid Forward Contract. The Additional Closing carried issuance and original issuance discount costs of $1.3 million. The net proceeds were allocated amongst the Series A Redeemable Perpetual Preferred Stock and Common Stock based on the proceeds of $33.1 million and $15.9 million, respectively. Dividends On or prior to the fifth anniversary of the Initial Closing, the Company may pay dividends on the Series A Redeemable Perpetual Preferred Stock 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. Dividends accrued as of March 31, 2022 were $6.3 million and dividends declared and paid as of December 31, 2021 were $8.2 million and $8.1 million, respectively. The Series A Redeemable Perpetual 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 Redeemable Perpetual 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 Redeemable Perpetual 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 Redeemable Perpetual Preferred Stock. The Company has presented the Series A Redeemable Perpetual Preferred Stock in temporary equity and is accreting the discount on the increasing rate dividends using the effective interest method. Such accretion totaled $5.4 million for the three months ended March 31, 2022. The Company had $6.3 million in dividends accreted on the carrying value of the Series A Redeemable Perpetual Preferred Stock at an accrual rate of 6.25% as of March 31, 2022. 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.

Revenue

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Based on ASC 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 March 31,
	2022		2021
Over-time revenue	$	208,071	$	117,850
Point in time revenue	92,515		130,390
Total revenue	$	300,586	$	248,240

As discussed in the consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2021, filed with the SEC on April 6, 2022, ITC-related contracts were determined to have multiple performance obligations satisfied at a point in time instead of one performance obligation satisfied over time. The disaggregated revenue information above for the three months ended March 31, 2021 has been restated to correct this error, which resulted in $78.5 million of revenue being reclassified from over-time revenue to point in time revenue for the three months ended March 31, 2021.

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):


	March 31, 2022		December 31, 2021
Unbilled receivables	$	135,997	$	111,224

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


	March 31, 2022		December 31, 2021
Deferred revenue	$	121,624	$	99,575

During the three months ended March 31, 2022, the Company converted $60.0 million deferred revenue to revenue which represented 60% of the prior years deferred revenue balance.

Remaining Performance Obligations As of March 31, 2022, the Company had $301.3 million of remaining performance obligations. The Company expects to recognize revenue on 100% of these performance obligations in the next twelve months.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

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 March 31,
	2022		2021

Net income (loss)	$	(22,054)	$	4,576
Preferred dividends and accretion	11,606		—
Net income (loss) to common shareholders	$	(33,660)	$	4,576
Basic:
Weighted-average shares	148,288		126,994
Earnings (loss) per share	$	(0.23)	$	0.04
Diluted:
Weighted-average shares	148,288		126,994
Equity compensation dilutive securities	—		304
Weighted average dilutive shares	148,288		127,298
Earnings (loss) per share	$	(0.23)	$	0.04

Potentially dilutive common shares issuable pursuant to equity-based awards of 654,277 were not included for the three months ended March 31, 2022 as their potential effect was anti-dilutive as the Company generated a net loss. There were no potentially dilutive common shares issuable pursuant to the Convertible Notes as the stock price is below the strike price and the Company generated a net loss.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

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

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

On July 16, 2021, a verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company (“First 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 July 30, 2021, a second and related verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company (“Second 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 in the Plymouth Action appointed a group comprised of institutional investors Plymouth County Retirement Association and Carpenters Pension Trust Fund for Northern California as lead plaintiff.

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

Consistent with the individual rules of practice for the Court in the Plymouth Action, on January 24, 2022, the defendants in the Plymouth Action, including the Company and certain of its officers and directors named as defendants therein, served on lead plaintiff and the Court a letter outlining why the Consolidated Amended Complaint should be dismissed in its entirety. Lead plaintiff responded to that letter on February 23, 2022 disagreeing with the ground for dismissal outlined in the defendants’ initial letter and contending that its Consolidated Amended Complaint should not be dismissed. Because the parties could not agree that the Consolidated Amended Complaint was deficient in any respect, the defendants, including the Company, submitted a letter to the Court on March 21, 2022 setting forth the reasons why the Consolidated Amended Complaint should be dismissed and requesting the Court’s leave to file a motion to dismiss.

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 March 31, 2022 or December 31, 2021.

Contingent Consideration

Tax Receivable Agreement

Concurrent with the Acquisition, Array Tech, Inc. (f/k/a Array Technologies, Inc.) entered into a Tax 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 condensed consolidated statements of operations. As of March 31, 2022 and December 31, 2021, the fair value of the TRA was $9.4 million and $14.6 million, respectively.

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

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

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


	Three Months Ended March 31,
	2022		2021
Beginning balance	$	14,577	$	19,691
Payments	(1,483)		—
Fair value adjustment	(3,731)		148
Ending balance	$	9,363	$	19,839

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

Surety Bonds

As of March 31, 2022, the Company posted surety bonds in the total amount of approximately $168.5 million. The Company is required to provide surety bonds to various parties as required for certain transactions initiated during the ordinary course of business to guarantee the Company’s performance in accordance with contractual or legal obligations. These off-balance sheet arrangements do not adversely impact the Company’s liquidity or capital resources.

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

The carrying values and the estimated fair values of debt financial instruments were as follows:


	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Notes	$	412,311	$	329,375	$	411,863	$	410,771

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

Equity-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Equity-Based Compensation

2020 Plan

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

During the three months ended March 31, 2022, the Company granted an aggregate of 1,000,503 restricted stock units (“RSUs”) to employees and board of director members and 290,598 Performance Stock Units (“PSUs”) to certain executives. The fair value of the RSUs is determined using the market value of common stock on the grant date. 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. The PSUs were valued using a Monte-Carlo simulation method with a volatility assumption of 66%, risk free interest rate of 0.28% based on the United States Treasury Constant Maturity rates and no dividends paid assumption.

Activity under the 2020 Plan was as follows:


RSUs
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2021	930,409	$	22.39
Granted	1,000,503	$	10.61
Vested	(138,466)	$	21.91
Forfeited	(39,600)	$	22.10
Unvested, March 31, 2022	1,752,846	$	15.43


PSUs
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2021	147,687	$	27.75
Granted	290,598	$	11.54
Vested	—	$	—
Forfeited	(20,027)	$	30.74
Unvested, March 31, 2022	418,258	$	16.34

Class B Units and Class C Units of Former Parent

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

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

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

On March 23, 2021, in connection with the closing of the 2021 Follow-on Offering, all of the outstanding Class B Units of Former Parent were immediately vested per the terms of the equity awards, resulting in the

Company accelerating the recognition of equity-based compensation of $8.9 million for the three months ended March 31, 2021.

For the three months ended March 31, 2022 and 2021, the Company recognized $4.4 million and $7.9 million in equity-based compensation, respectively. As of March 31, 2022, the Company had $24.7 million of unrecognized compensation costs related to RSUs which is expected to be recognized over a period of 2.4 years. There were 59,627 forfeitures during the three months ended March 31, 2022 and no forfeitures during the three months ended March 31, 2021.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Accounts Payable-Related Party The Company had $0.5 million and $0.6 million as of March 31, 2022 and December 31, 2021, respectively, of accounts payable-related party with the former shareholders of Array. The payables relate to a federal tax refund related to the pre-Acquisition periods, 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. Tax Receivable Agreement See Note 16 – Commitments and Contingencies – Tax Receivable Agreement.

Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Comprehensive Income (Loss) Note

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive income (loss), net of tax for the three months ended March 31, 2022 and 2021 (in thousands):


	Foreign Currency Translation Adjustment
Balance as of December 31, 2021	$	—


Change in foreign currency translation adjustment	9,011
Net other comprehensive income (loss)	9,011
Balance as of March 31, 2022	$	9,011

Segment Reporting

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Segment Reporting

Segment ReportingASC 280 Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Historically, the Company managed its business on the basis of one operating

and reportable segment. During the three months ended March 31, 2022, we changed our reportable segments as a result of the STI Acquisition; the Company now operates as two segments; Array and STI.

The following table provides a reconciliation of certain financial information for our reportable segments to information presented in our condensed consolidated financial statements for the three months ended three months ended March 31, 2022 and 2021 and as of March 31, 2022 and December 31, 2021 (in thousands):


	Three months ended March 31,
	2022
	Array		STI		Total
Revenue	$	250,652	$	49,934	$	300,586
Gross Profit	$	21,268	$	5,319	$	26,587


	March 31, 2022
	Array		STI		Total












Total assets	$	1,491,149	$	224,569	$	1,715,718

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Accounting and Presentation	Basis of Accounting and PresentationThe accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). 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 months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022 or any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 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 April 6, 2022.
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 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, Series A Redeemable Preferred Stock and the related future tranche, allowance for credit losses, reserve for excess or obsolete inventories, valuation of deferred tax assets and warranty reserve. Actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements; however, management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur.
Impact of COVID-19 Pandemic	Impact of COVID-19 Pandemic In December 2019, a novel strain of coronavirus, SARS-CoV-2, which causes coronavirus disease 2019, (“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 which has adversely impacted our business. In addition, due to global tightening of supply chain and strained logistics issues we have experienced an increase in our unbilled revenues and also in some instances incurred liquidated damages. 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. The Company believes it has sufficient liquidity and financing options available and expects to have sufficient liquidity to operate for the next 12 months. The Company expects to use cash generated from operations and if needed, can access funds from the Revolving Credit Facility. The Company also has $100 million in delayed draw ability under the Series A Redeemable Perpetual Preferred Stock future draw commitment; however, such a draw would increase the Company’s dividend obligations and outstanding common stock and failure to draw the delayed commitments will result in interest expense payable by the company. See Note 13 – Redeemable Perpetual Preferred. The Revolving Credit Facility has $114.8 million of availability; however the Company may have limited ability to draw on the funds due to existing debt covenants. 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.
Business Combinations	Business Combinations The Company accounts for its business acquisitions under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”). The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, amongst other items.
Foreign Currency Translation	Foreign Currency Translation For non-U.S. subsidiaries that operate in a local currency environment, assets and liabilities are translated into the U.S. dollar at period end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the period. Translation adjustments for these subsidiaries are accumulated as a separate component of accumulated other comprehensive income in equity. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at rates prevailing when acquired, and all other assets and liabilities are translated at period end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates, and all other income and expense items are translated at average exchange rates prevailing during the period. Gains and losses which result from remeasurement are included in earnings.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Adopted In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires the company acquiring contract assets and contract liabilities obtained in a business combination to recognize and measure them in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). At the Acquisition Date, the company acquiring the business should record related revenue, as if it had originated the contract. Before the recent update, such amounts were recognized by the acquiring company at fair value. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company early adopted ASU 2021-08 as of January 1, 2022. See Note 3 – Acquisition of STI for further information and disclosures related to the STI Acquisition.

Acquisition of STI (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions Purchase Price Consideration

The purchase price consideration to acquire STI consisted of the following:


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

Schedule of business acquisitions, by acquisition

The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the Acquisition Date:


Preliminary fair value of net assets acquired and liabilities assumed:	Acquisition Date
Cash and cash equivalents	$	36,725
Accounts receivable	110,789
Inventories	47,517
Prepaid expenses and other	23,399
Property, plant and equipment	4,434
Other intangible assets	318,365
Other assets	325
Total assets acquired	$	541,554

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

Preliminary fair value of net assets acquired	283,019
Preliminary allocation to goodwill	$	327,768

Schedule of purchase price allocation

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


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

Business acquisition, pro forma information

These results are prepared in accordance with U.S. GAAP.


	Three Months Ended March 31,
	2022		2021
Revenue	$	308,936	$	273,803
Net income	$	(23,562)	$	(12,283)

Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Schedule of account receivable

Accounts receivable consists of the following (in thousands):


	March 31, 2022		December 31, 2021
Accounts receivable	$	391,196	$	236,149
Less: allowance for doubtful accounts	(275)		(140)
Accounts receivable, net	$	390,921	$	236,009

Inventory (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Schedule of current inventory

Inventories consist of the following (in thousands):


	March 31, 2022		December 31, 2021
Raw materials	$	155,561	$	85,470
Finished goods	151,273		127,598
Reserve for excess or obsolete inventory	(7,824)		(7,415)
Total	$	299,010	$	205,653

Property, Plant, and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

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)	March 31, 2022		December 31, 2021
Land	N/A	$	1,567	$	1,340
Buildings and land improvements	15-39	3,973		2,451
Manufacturing equipment	7	16,454		13,924
Furniture, fixtures and equipment	5-7	591		476
Vehicles	5	275		161
Hardware and software	3-5	2,338		1,683
Assets in progress		3,576		1,880
Total		28,774		21,915
Less: accumulated depreciation		(11,896)		(11,223)
Property, plant and equipment, net		$	16,878	$	10,692

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

Changes in the carrying amount of goodwill during the three months ended March 31, 2022 are shown below (in thousands):


	Goodwill as of March 31, 2022
Beginning Balance	$	69,727
Acquisition of STI	327,768
Foreign currency impact	(17,655)
Ending Balance	$	379,840

Schedule of finite-lived intangible assets

Other intangible assets consisted of the following (in thousands):


	Estimated Useful Lives (Years)	March 31, 2022		December 31, 2021
Amortizable:
Costs:
Developed technology	14	$	203,800	$	203,800
Customer relationships	10	328,270		89,500
Backlog	1	51,165		—
Trade name	20	28,430		—
Total amortizable intangibles		611,665		293,300
Accumulated amortization:
Developed technology		83,430		79,790
Customer relationships		56,254		49,057
Backlog		11,278		—
Trade name		313		—
Total accumulated amortization		151,275		128,847
Total amortizable intangibles, net		460,390		164,453

Non-amortizable costs:
Trade name		10,300		10,300
Total other intangible assets, net		$	470,690	$	174,753

Schedule of indefinite-lived intangible assets

Other intangible assets consisted of the following (in thousands):


	Estimated Useful Lives (Years)	March 31, 2022		December 31, 2021
Amortizable:
Costs:
Developed technology	14	$	203,800	$	203,800
Customer relationships	10	328,270		89,500
Backlog	1	51,165		—
Trade name	20	28,430		—
Total amortizable intangibles		611,665		293,300
Accumulated amortization:
Developed technology		83,430		79,790
Customer relationships		56,254		49,057
Backlog		11,278		—
Trade name		313		—
Total accumulated amortization		151,275		128,847
Total amortizable intangibles, net		460,390		164,453

Non-amortizable costs:
Trade name		10,300		10,300
Total other intangible assets, net		$	470,690	$	174,753

Schedule of future annual amortization expense of amortizable intangible assets

Estimated future annual amortization expense for the above amortizable intangible assets for the remaining periods through March 31, as follows (in thousands):


	Amount
2022	$	75,291
2023	50,318
2024	48,805
2025	48,805
2026	44,499
Thereafter	192,672
	$	460,390

Senior Secured Facility (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of long-term debt instruments

Long-term senior secured credit facility consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Term loan facility	$	325,700	$	326,775
Revolving credit facility	52,000		—
	377,700		326,775
Less discount and issuance costs	(22,247)		(23,291)
Long-term portion, net of debt discount and issuance costs	355,453		303,484
Less current portion of credit facility	(4,300)		(4,300)
Long-term senior secured facility debt, net of current portion, debt discount and issuance costs	$	351,153	$	299,184

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Convertible Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Summary of convertible debt

Convertible debt consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
1.00% Senior unsecured convertible notes	$	425,000	$	425,000
Less: unamortized discount and issuance costs	(12,689)		(13,137)
1.00% Senior unsecured convertible notes, net (1)	$	412,311	$	411,863

(1) Effective interest rate for the Convertible Notes as of March 31, 2022 was 1.5%.

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

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 March 31,
	2022		2021
Over-time revenue	$	208,071	$	117,850
Point in time revenue	92,515		130,390
Total revenue	$	300,586	$	248,240


	March 31, 2022		December 31, 2021
Unbilled receivables	$	135,997	$	111,224

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):


	March 31, 2022		December 31, 2021
Deferred revenue	$	121,624	$	99,575

Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2022

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 March 31,
	2022		2021

Net income (loss)	$	(22,054)	$	4,576
Preferred dividends and accretion	11,606		—
Net income (loss) to common shareholders	$	(33,660)	$	4,576
Basic:
Weighted-average shares	148,288		126,994
Earnings (loss) per share	$	(0.23)	$	0.04
Diluted:
Weighted-average shares	148,288		126,994
Equity compensation dilutive securities	—		304
Weighted average dilutive shares	148,288		127,298
Earnings (loss) per share	$	(0.23)	$	0.04

Commitment and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Summary of liability related to estimated contingent consideration

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


	Three Months Ended March 31,
	2022		2021
Beginning balance	$	14,577	$	19,691
Payments	(1,483)		—
Fair value adjustment	(3,731)		148
Ending balance	$	9,363	$	19,839

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of carrying values and estimated fair values of debt instruments

The carrying values and the estimated fair values of debt financial instruments were as follows:


	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Notes	$	412,311	$	329,375	$	411,863	$	410,771

Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Disclosure of share-based compensation arrangements by share-based payment award

Activity under the 2020 Plan was as follows:


RSUs
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2021	930,409	$	22.39
Granted	1,000,503	$	10.61
Vested	(138,466)	$	21.91
Forfeited	(39,600)	$	22.10
Unvested, March 31, 2022	1,752,846	$	15.43


PSUs
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, December 31, 2021	147,687	$	27.75
Granted	290,598	$	11.54
Vested	—	$	—
Forfeited	(20,027)	$	30.74
Unvested, March 31, 2022	418,258	$	16.34

Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of accumulated other comprehensive income (loss)

The following table presents the changes in accumulated other comprehensive income (loss), net of tax for the three months ended March 31, 2022 and 2021 (in thousands):


	Foreign Currency Translation Adjustment
Balance as of December 31, 2021	$	—


Change in foreign currency translation adjustment	9,011
Net other comprehensive income (loss)	9,011
Balance as of March 31, 2022	$	9,011

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of segment reporting information, by segment


	Three months ended March 31,
	2022
	Array		STI		Total
Revenue	$	250,652	$	49,934	$	300,586
Gross Profit	$	21,268	$	5,319	$	26,587


	March 31, 2022
	Array		STI		Total












Total assets	$	1,491,149	$	224,569	$	1,715,718

Organization and Business - Narrative (Details)	Jan. 11, 2022
STI
Business Acquisition, Contingent Consideration [Line Items]
Percentage of share capital acquired	100.00%

Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Feb. 26, 2021	Oct. 14, 2020
Revolving credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 150,000,000	$ 150,000,000
Available borrowing capacity	$ 114,800,000	$ 186,400,000
Series A Redeemable Perpetual Preferred Stock
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 100,000,000

Acquisition of STI - Narrative (Details) - STI - USD ($) $ in Thousands		3 Months Ended
	Jan. 11, 2022	Mar. 31, 2022	Mar. 31, 2022
Business Acquisition [Line Items]
Percentage of share capital acquired	100.00%
Cash consideration for transaction expenses of STI	$ (896)		$ 5,600
Total cash consideration	$ 410,543
Business acquisition, equity interest issued or issuable, number of shares	13,894,800
Total consideration transferred	$ 610,767
Pro forma information, revenue of acquiree since acquisition Date, actual		$ 49,900
Pro forma information, net loss of acquiree since acquisition date, actual		$ 800

Acquisition of STI - Schedule of Business Acquisitions Purchase Price Consideration (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 11, 2022	Mar. 31, 2022	Mar. 31, 2021
Business Acquisition [Line Items]
Non-cash equity consideration		$ 200,224	$ 0
STI
Business Acquisition [Line Items]
Cash consideration for STI	$ 409,647
Cash consideration for transaction expenses of STI	896	$ (5,600)
Total cash consideration	410,543
Non-cash equity consideration	200,224
Total consideration transferred	$ 610,767

Acquisition of STI - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jan. 11, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Preliminary allocation to goodwill	$ 379,840		$ 69,727
STI
Business Acquisition [Line Items]
Cash and cash equivalents		$ 36,725
Accounts receivable		110,789
Inventories		47,517
Prepaid expenses and other		23,399
Property, plant and equipment		4,434
Other intangible assets		318,365
Other assets		325
Total assets acquired		541,554
Accounts payable		65,761
Deferred revenue		20,345
Short-term debt		44,338
Other liabilities		10,115
Income tax payable		7,576
Deferred tax liability		93,823
Other long-term liabilities		4,524
Long-term debt		12,053
Total liabilities assumed		258,535
STI \| Preliminary
Business Acquisition [Line Items]
Preliminary fair value of net assets acquired		283,019
Preliminary allocation to goodwill		$ 327,768

Acquisition of STI - Schedule of Purchase Price Allocation (Details) - STI $ in Thousands	Jan. 11, 2022 USD ($)
Business Acquisition [Line Items]
Other intangible assets	$ 318,365
Trade name
Business Acquisition [Line Items]
Indefinite-lived intangible, estimated fair value	$ 28,430
Intangible assets, estimated weighted average useful life (in years)	20 years
Backlog
Business Acquisition [Line Items]
Finite-lived intangibles, estimated fair value	$ 51,165
Intangible assets, estimated weighted average useful life (in years)	1 year
Customer relationships
Business Acquisition [Line Items]
Finite-lived intangibles, estimated fair value	$ 238,770
Intangible assets, estimated weighted average useful life (in years)	10 years

Acquisition of STI - Business Acquisition, Pro Forma Information (Details) - STI - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Acquisition [Line Items]
Revenue	$ 308,936	$ 273,803
Net income	$ (23,562)	$ (12,283)

Accounts Receivable - Schedule of account receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Accounts receivable	$ 391,196	$ 236,149
Less: allowance for doubtful accounts	(275)	(140)
Accounts receivable, net	$ 390,921	$ 236,009

Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 155,561	$ 85,470
Finished goods	151,273	127,598
Reserve for excess or obsolete inventory	(7,824)	(7,415)
Inventories, net	$ 299,010	$ 205,653

Property, Plant, and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 28,774	$ 21,915
Less: accumulated depreciation	(11,896)	(11,223)
Property, plant and equipment, net	16,878	10,692
Land
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	1,567	1,340
Buildings and land improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 3,973	2,451
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	$ 16,454	13,924
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 591	476
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	$ 275	161
Hardware and software
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 2,338	1,683
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
Assets in progress
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 3,576	$ 1,880

Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.6	$ 0.6
Depreciation allocated to cost of revenue	0.5	0.5
Depreciation included in depreciation and amortization	$ 0.1	$ 0.1

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jul. 08, 2016
Goodwill [Line Items]
Goodwill	$ 379,840		$ 69,727
Accumulated impairment	51,900
Amortization expense related to intangible assets	22,500	$ 5,900
Array
Goodwill [Line Items]
Goodwill				$ 121,600
STI
Goodwill [Line Items]
Goodwill, acquired during period	$ 327,768

Goodwill and Other Intangible Assets - Schedule of goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 69,727
Foreign currency impact	(17,655)
Goodwill, ending balance	379,840
STI
Goodwill [Roll Forward]
Acquisition of STI	$ 327,768

Goodwill and Other Intangible Assets - Schedule of other intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 611,665	$ 293,300
Finite-lived intangible assets, accumulated amortization	151,275	128,847
Total amortizable intangibles, net	460,390	164,453
Other intangible assets, net	470,690	174,753
Trade name
Finite-Lived Intangible Assets [Line Items]
Non-amortizable costs:	$ 10,300	10,300
Developed technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, estimated useful lives (years)	14 years
Finite-lived intangible assets, gross	$ 203,800	203,800
Finite-lived intangible assets, accumulated amortization	$ 83,430	79,790
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, estimated useful lives (years)	10 years
Finite-lived intangible assets, gross	$ 328,270	89,500
Finite-lived intangible assets, accumulated amortization	$ 56,254	49,057
Backlog
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, estimated useful lives (years)	1 year
Finite-lived intangible assets, gross	$ 51,165	0
Finite-lived intangible assets, accumulated amortization	$ 11,278	0
Trade name
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible asset, estimated useful lives (years)	20 years
Indefinite-lived intangible assets, gross	$ 28,430	0
Indefinite-lived intangible assets, accumulated amortization	$ 313	$ 0

Goodwill and Other Intangible Assets - Schedule of future annual amortization expense of amortizable intangible assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 75,291
2023	50,318
2024	48,805
2025	48,805
2026	44,499
Thereafter	192,672
Total amortizable intangibles, net	$ 460,390	$ 164,453

Investment in Equity Security (Details) - USD ($)	1 Months Ended		3 Months Ended
Investment in Equity Security (Details) - USD ($)	Apr. 30, 2021	Feb. 28, 2021	Mar. 31, 2022	Mar. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Investment in equity securities	$ 2,000,000	$ 10,000,000	$ 0	$ 10,000,000
Balance of investment in equity securities			12,000,000
Impairment recorded			$ 0

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (12,443,000)	$ 1,698,000
Reserves for uncertain tax positions	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Senior Secured Facility - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jan. 07, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Less discount and issuance costs		$ (1,300)
Less current portion of credit facility	$ (48,180)		$ (4,300)
Long-term debt, net of current portion	778,248		711,056
Senior Secured Credit Facility
Debt Instrument [Line Items]
Long-term debt, balance	377,700		326,775
Less discount and issuance costs	(22,247)		(23,291)
Long-term portion, net of debt discount and issuance costs	355,453		303,484
Less current portion of credit facility	(4,300)		(4,300)
Term loan facility \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Long-term debt, balance	325,700		326,775
Revolving credit facility \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Long-term debt, balance	52,000		0
Long-term debt, net of current portion	$ 351,153		$ 299,184

Senior Secured Facility - Narrative (Details) - USD ($)	Feb. 23, 2021	Feb. 22, 2021	Oct. 14, 2020	Mar. 31, 2022	Jan. 07, 2022	Dec. 31, 2021	Feb. 26, 2021
Debt Instrument [Line Items]
Less: unamortized discount and issuance costs					$ 1,300,000
Term loan facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 575,000,000
Debt instrument term			7 years
Revolving Loan applicable margin	3.75%
Long-term debt, balance				$ 325,700,000		$ 326,800,000
Less: unamortized discount and issuance costs				$ 22,200,000		23,300,000
Debt issuance costs and discounts, amortization rate				5.03%
Term loan facility \| Revolving Credit Facility, First Amendment
Debt Instrument [Line Items]
Revolving Loan applicable margin	5.00%
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				$ 52,000,000		0
Available borrowing capacity				114,800,000		186,400,000
Revolving credit facility \| Revolving Credit Facility, Second Amendment
Debt Instrument [Line Items]
Maximum borrowing capacity							$ 200,000,000
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
Standby Letters of Credit
Debt Instrument [Line Items]
Letters of credit outstanding				$ 33,200,000		$ 13,600,000

Senior Secured Facility - Letters of Credit (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Revolving credit facility
Debt Instrument [Line Items]
Long-term debt, balance	$ 52.0	$ 0.0
Available borrowing capacity	114.8	186.4
Standby Letters of Credit
Debt Instrument [Line Items]
Letters of credit outstanding	$ 33.2	$ 13.6

Convertible Debt - Summary of convertible debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jan. 07, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Less: unamortized discount and issuance costs		$ 1,300
Effective interest rate	1.00%
Convertible Debt
Debt Instrument [Line Items]
1.00% Senior unsecured convertible notes	$ 425,000		$ 425,000
Less: unamortized discount and issuance costs	(12,689)		(13,137)
1.00% Senior unsecured convertible notes, net (1)	$ 412,311		$ 411,863
Effective interest rate			1.50%

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Convertible Debt - Narrative (Details) - USD ($) $ in Millions	Dec. 09, 2021	Dec. 03, 2021	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Effective interest rate			1.00%
Convertible Debt
Debt Instrument [Line Items]
Effective interest rate				1.50%
Convertible Senior Notes due 2028 \| Convertible Debt
Debt Instrument [Line Items]
Bridge loan facility aggregate principal amount	$ 50.0	$ 375.0
Effective interest rate	1.00%	1.00%
Proceeds from convertible debt	$ 48.6	$ 364.7
Debt instrument, interest rate, effective percentage discount	2.75%	2.75%
Debt instrument, annual interest rate			1.00%

Other Debt - Narrative (Details) - STI € in Millions, $ in Millions	Mar. 31, 2022 USD ($)	Mar. 31, 2022 EUR (€)
Debt Instrument [Line Items]
Short-term debt	$ 43.9
Long-term debt	14.8
Debt maturing in 2024	5.9	€ 5.3
Debt maturing in 2027	$ 8.9	€ 8.0
Minimum
Debt Instrument [Line Items]
Stated interest rate	0.55%	0.55%
Maximum
Debt Instrument [Line Items]
Stated interest rate	2.76%	2.76%

- Definition

+ References + Details

Redeemable Perpetual Preferred (Details)				3 Months Ended
Redeemable Perpetual Preferred (Details)	Jan. 07, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Aug. 10, 2021 USD ($) representative $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Temporary Equity [Line Items]
Temporary equity, shares issued \| shares		350,000		400,000,000
Temporary equity, par value (in dollars per share) \| $ / shares		$ 0.001		$ 0.001
Stock issued (in shares) \| shares	1,125,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.001		$ 0.001
Net proceeds from sale of series A perpetual preferred stock	$ 49,376,125
Temporary equity, liquidation preference		$ 350,000,000		$ 400,000,000
Issuance of common stock, net (in shares) \| shares	50,000
Temporary equity, carrying amount, attributable to parent		237,462,000		281,792,000
Common stock, value, issued		135,000		150,000
Stockholders' equity		(69,205,000)		108,415,000	$ (68,426,000)	$ (80,899,000)
Less: unamortized discount and issuance costs	$ 1,300,000
Percentage of variable weighted average price of temporary equity	95.00%
Dividends payable				6,300,000
Distributed earnings		8,200,000
Payments of dividends		$ 8,100,000
Temporary equity, amortization of discount, period	5 years
Dividends				$ 6,300,000
Dividend rate, percentage				6.25%
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%
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
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
Stockholders' equity	12,400,000
Derivative instrument, prepaid forward contract	11,700,000
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
Series A Redeemable Perpetual Preferred Stock
Temporary Equity [Line Items]
Debt issuance costs	15,900,000
Temporary equity, amortization of discount	$ 120,200,000
Temporary equity, accretion of interest				$ 5,400,000
Series A Redeemable Perpetual Preferred Stock \| Accrued Regular Dividend Rate
Temporary Equity [Line Items]
Dividend rate, percentage	6.25%
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 \| Securities Purchase Agreement
Temporary Equity [Line Items]
Temporary equity, shares issued \| shares			350,000
Temporary equity, par value (in dollars per share) \| $ / shares			$ 0.001
Repayment of long term line of credit			$ 102,000,000
Temporary equity, liquidation preference			$ 100,000,000
Series A Redeemable Perpetual Preferred Stock \| Securities Purchase Agreement, Additional Closings
Temporary Equity [Line Items]
Stock issued (in shares) \| shares			150,000
Common Stock
Temporary Equity [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001
Debt issuance costs	$ 33,100,000
Common Stock \| Securities Purchase Agreement
Temporary Equity [Line Items]
Stock issued (in shares) \| shares			7,098,765
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001
Common Stock \| Securities Purchase Agreement, Expiry or Termination \| 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
Common Stock \| Securities Purchase Agreement, Additional Closings
Temporary Equity [Line Items]
Stock issued (in shares) \| shares			3,375,000
Common Stock \| Securities Purchase Agreement, Additional Closings, Certain Pricing Adjustments
Temporary Equity [Line Items]
Stock issued (in shares) \| shares			6,100,000

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 300,586	$ 248,240
Unbilled receivables	135,997		$ 111,224
Deferred revenue	121,624		$ 99,575
Deferred revenue recognized	$ 60,000
Percentage of deferred revenue recognized	60.00%
Remaining performance obligation	$ 301,300
Percentage of performance obligation to be recognized	100.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation, period	12 months
Over-time revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 208,071	117,850
Over-time revenue \| Revision of Prior Period, Adjustment
Disaggregation of Revenue [Line Items]
Revenue		(78,500)
Point in time revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 92,515	130,390
Point in time revenue \| Revision of Prior Period, Adjustment
Disaggregation of Revenue [Line Items]
Revenue		$ 78,500

Earnings (Loss) Per Share - Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net income (loss)	$ (22,054)	$ 4,576
Preferred dividends and accretion	11,606	0
Net income (loss) to common shareholders	$ (33,660)	$ 4,576
Basic:
Weighted-average shares (in shares)	148,288	126,994
Earnings (loss) per share (in dollars per share)	$ (0.23)	$ 0.04
Diluted:
RSU Dilutive shares (in shares)	0	304
Weighted average dilutive shares (in shares)	148,288	127,298
Earnings (loss) per share (in dollars per share)	$ (0.23)	$ 0.04

Earnings (Loss) Per Share - Narrative (Details)	3 Months Ended
Earnings (Loss) Per Share - Narrative (Details)	Mar. 31, 2022 shares
Earnings Per Share [Abstract]
Equity compensation anti-dilutive securities (in shares)	654,277

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Surety Bond
Business Acquisition, Contingent Consideration [Line Items]
Contractual obligation	$ 168,500
Array \| Tax Receivable Agreement
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration	$ 9,363	$ 14,577	$ 19,839	$ 19,691
Tax Receivable Agreement, payment term	125 days

Commitments and Contingencies - Summary of liability related to estimated contingent consideration (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration [Roll Forward]
Payments	$ (1,483)	$ 0
Fair value adjustment	(3,731)	148
Array \| Tax Receivable Agreement
Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration [Roll Forward]
Beginning balance	14,577	19,691
Payments	(1,483)	0
Fair value adjustment	(3,731)	148
Ending balance	$ 9,363	$ 19,839

Fair Value of Financial Instruments - Schedule of carrying values and estimated fair values of debt instruments (Details) - Convertible Debt - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
1.00% Senior unsecured convertible notes, net (1)	$ 412,311	$ 411,863
Convertible senior notes, fair value	$ 329,375	$ 410,771

- Definition

+ References + Details

Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions				3 Months Ended
	May 19, 2020	Mar. 28, 2020	Nov. 19, 2019	Mar. 31, 2022	Mar. 31, 2021	Oct. 14, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility rate				66.00%
Risk free interest rate				0.28%
Forfeitures in period (in shares)				(59,627)	0
Class B units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity based compensation					$ 8.9
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted in period (in shares)				1,000,503
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted in period (in shares)				290,598
Vesting period				3 years
Equity grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity based compensation				$ 4.4	$ 7.9
Equity grants \| Class B units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted in period (in shares)	4,344,941		22,326,653
Unrecognized compensation costs				$ 24.7
Unrecognized compensation costs, period of recognition				2 years 4 months 24 days
Equity grants \| Class C Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted in period (in shares)		1,000
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares						6,683,919

Equity-Based Compensation - Schedule of RSU Activity (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
RSUs
Number of Shares
Unvested, beginning balance (in shares) \| shares	930,409
Granted (in shares) \| shares	1,000,503
Vested (in shares) \| shares	(138,466)
Forfeited (in shares) \| shares	(39,600)
Unvested, ending balance (in shares) \| shares	1,752,846
Weighted Average Grant Date Fair Value
Unvested, weighted average grant date fair value, beginning balance (in dollars per share) \| $ / shares	$ 22.39
Granted, weighted average grand date fair value (in dollars per share) \| $ / shares	10.61
Vested, weighted average grand date fair value (in dollars per share) \| $ / shares	21.91
Forfeited, weighted average grand date fair value (in dollars per share) \| $ / shares	22.10
Unvested, weighted average grant date fair value, ending balance (in dollars per share) \| $ / shares	$ 15.43
PSUs
Number of Shares
Unvested, beginning balance (in shares) \| shares	147,687
Granted (in shares) \| shares	290,598
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(20,027)
Unvested, ending balance (in shares) \| shares	418,258
Weighted Average Grant Date Fair Value
Unvested, weighted average grant date fair value, beginning balance (in dollars per share) \| $ / shares	$ 27.75
Granted, weighted average grand date fair value (in dollars per share) \| $ / shares	11.54
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	$ 16.34

Related Party Transactions (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Accounts payable - related party	$ 478	$ 610

Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Stockholders' equity beginning balance	$ (69,205)
Other comprehensive income	(9,011)
Stockholders' equity ending balance	108,415
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Stockholders' equity beginning balance	0
Change in foreign currency translation adjustment	9,011
Other comprehensive income	9,011
Stockholders' equity ending balance	$ 9,011

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Segment Reporting - Narrative (Details) - segment	3 Months Ended	12 Months Ended
Segment Reporting - Narrative (Details) - segment	Mar. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Number of operating segments	2	1

Segment Reporting - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Segment Reporting Information [Line Items]
Revenue	$ 300,586	$ 248,240
Gross profit	26,587	$ 46,166
Total assets	1,715,718		$ 1,142,979
Array
Segment Reporting Information [Line Items]
Revenue	250,652
Gross profit	21,268
Total assets	1,491,149
STI
Segment Reporting Information [Line Items]
Revenue	49,934
Gross profit	5,319
Total assets	$ 224,569

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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