0001820721-23-000156 | 10-Q | XBRL Viewer

Commitment and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of liability related to estimated contingent consideration

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	8,724	$	9,364	$	8,586	$	14,578
Payments	—		—		(1,200)		(1,483)
Fair value adjustment	705		(1,678)		2,043		(5,409)
Ending balance	$	9,429	$	7,686	$	9,429	$	7,686

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

The following table summarizes the Company’s total debt (in thousands):


	June 30, 2023		December 31, 2022
Senior Secured Credit Facility:
Term loan facility	$	290,325	$	312,475
Revolving credit facility	—		—
Total secured credit facility	290,325		312,475

Convertible notes	425,000		425,000
Other debt	50,411		51,951
Total principal	765,736		789,426
Unamortized discount and issuance costs, total	(25,801)		(30,383)
Current portion of debt	(37,450)		(38,691)
Total long-term debt, net of current portion	$	702,485	$	720,352

Senior Secured Credit Facility

On October 14, 2020, the Company entered into a credit agreement (as amended, the “Credit Agreement”) governing the Company’s senior secured credit facility, consisting of (i) a $575 million senior secured 7-year term loan facility (the “Term Loan Facility”) and (ii) a $200 million senior secured 5-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”). The Credit Agreement was amended on February 23, 2021 (the “First Amendment”), on February 26, 2021 (the “Second Amendment”) and again on March 2, 2023 (the “Third Amendment”). The single purpose of the Third Amendment in March 2023 was to replace the former discontinued Senior Secured Credit Facility reference rate of LIBOR, with the comparable active reference rate, SOFR. There were no other changes as a result of the Third Amendment.

Revolving Credit Facility

Under the Revolving Credit Facility, the Company had no outstanding balance as of both June 30, 2023 and December 31, 2022, $26.7 million and $38.8 million in standby letters of credit at June 30, 2023 and December 31, 2022, respectively, and availability of $173.3 million and $161.2 million at June 30, 2023 and December 31, 2022, respectively. In accordance with the Third Amendment, the Revolving Credit Facility pays interest at the Company’s election, at either (x) for SOFR Loans at Adjusted Term SOFR (as defined in the Credit Agreement) plus 3.25% or (y) for Base Rate Loans at the higher of the Prime Rate, one half of 1.00% above the Federal Funds Rate or the Adjusted Term SOFR for one month interest period, after giving effect to any floor plus 1.00%, plus 2.25%.

Term Loan Facility

The Term Loan Facility had a balance of $290.3 million and $312.5 million as of June 30, 2023 and December 31, 2022, respectively. The balance of the Term Loan Facility is presented in the accompanying condensed consolidated balance sheets, net of debt discount and issuance costs of $15.5 million and $19.1 million as of June 30, 2023 and December 31, 2022, respectively. In accordance with the Third Amendment, the Term Loan Facility pays interest at the Company’s election, at either (x) for SOFR Loans at Adjusted Term SOFR (subject to a floor of 0.50%) plus 3.25% or (y) for Base Rate Loans at the higher of the Prime Rate, one half of 1.00%

above the Federal Funds Rate or the Adjusted Term SOFR for one-month interest period, after giving effect to any floor plus 1.00%, plus 2.25%. The debt discount and issuance costs are being amortized using the effective interest method and the effective interest rate of the Term Loan Facility as of June 30, 2023, was 9.41%. The Term Loan Facility has an annual excess cash flow calculation, for which the prescribed formula did not result in requiring the Company to make an advance principal payment for the year ended December 31, 2022.

Convertible Notes

On December 3, 2021 and December 9, 2021, the Company completed a $425.0 million private offering ($375 million and $50 million, respectively), of its 1.00% Convertible Senior Notes due 2028 (the “Convertible Notes”), resulting in proceeds of $413.3 million ($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, 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 conversion rate for the Notes was initially 41.9054 shares of the Company’s common stock per $1,000 principal amount of Notes, which was equivalent to an initial conversion price of approximately $23.86 per share of common stock or 10.1 million shares of common stock. The Convertible Notes were not convertible during the six months ended June 30, 2023, and none have been converted to date. Also, given that the average market price of the Company’s common stock has not exceeded the exercise price since inception, there was no dilutive impact for the three and six months ended June 30, 2023.

Capped Calls

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

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

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

Other Debt

Other debt consists of the debt obligations of STI. Interest rates on other debt range from 0.55% to 4.52% annually. Of the $50.4 million other debt balance, approximately $10.3 million is denominated in Euros and $40.1 million is denominated in Brazilian Real.

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net income (loss)	$ 90,940	$ (30,961)
Adjustments to net income (loss):
Provision for bad debts	(141)	510
Deferred tax expense	816	(23,910)
Depreciation and amortization	27,692	49,795
Amortization of debt discount and issuance costs	4,998	3,286
Equity-based compensation	8,311	7,472
Contingent consideration	2,043	(5,409)
Warranty provision	479	1,215
Write-down of inventories	3,458	409
Change in fair value of derivative assets	1,256	0
Changes in operating assets and liabilities, net of business acquisition:
Accounts receivable	(81,039)	(106,548)
Inventories	22,844	(77,191)
Income tax receivables	3,220	(7,062)
Prepaid expenses and other	(3,292)	5,015
Accounts payable	30,542	74,513
Accrued expenses and other	7,097	3,356
Income tax payable	9,830	(7,217)
Lease liabilities	1,414	4,700
Deferred revenue	(64,112)	47,263
Net cash provided by (used in) operating activities	66,356	(60,764)
Investing activities:
Purchase of property, plant and equipment	(9,424)	(3,895)
Acquisition of STI, net of cash acquired	0	(373,818)
Net cash used in investing activities	(9,424)	(377,713)
Financing activities:
Proceeds from Series A issuance	0	33,098
Proceeds from common stock issuance	0	15,885
Series A equity issuance costs	(1,508)	(575)
Common stock issuance costs	0	(450)
Payments on revolving credit facility	0	(33,000)
Proceeds from revolving credit facility	0	101,000
Proceeds from issuance of other debt	23,801	30,599
Principal payments on term loan facility	(22,150)	0
Principal payments on other debt	(38,257)	(22,377)
Contingent consideration payments	(1,200)	(1,483)
Net cash provided by (used in) financing activities	(39,314)	122,697
Effect of exchange rate changes on cash and cash equivalent balances	4,447	(844)
Net change in cash and cash equivalents	22,065	(316,624)
Cash and cash equivalents, beginning of period	133,901	367,670
Cash and cash equivalents, end of period	155,966	51,046
Supplemental Cash Flow Information
Cash paid for interest	15,880	7,428
Cash paid for income taxes (net of refunds)	18,484	(230)
Non-cash Investing and Financing Activities
Dividends accrued on Series A Preferred	12,871	12,606
Stock consideration paid for acquisition of STI	$ 0	$ 200,224

Equity-Based Compensation - Schedule of RSU/PSU Activity (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
RSUs
Number of Shares
Outstanding non-vested, beginning balance (in shares) \| shares	1,700,824
Shares granted (in shares) \| shares	802,130
Shares vested (in shares) \| shares	(557,448)
Shares forfeited (in shares) \| shares	(117,511)
Outstanding non-vested, ending balance (in shares) \| shares	1,827,995
Weighted Average Grant Date Fair Value
Outstanding non-vested, weighted average grant date fair value, beginning balance (in dollars per share) \| $ / shares	$ 13.81
Shares granted, weighted average grand date fair value (in dollars per share) \| $ / shares	17.65
Shares vested, weighted average grand date fair value (in dollars per share) \| $ / shares	12.47
Shares forfeited, weighted average grand date fair value (in dollars per share) \| $ / shares	15.07
Outstanding non-vested, weighted average grant date fair value, ending balance (in dollars per share) \| $ / shares	$ 15.57
PSUs
Number of Shares
Outstanding non-vested, beginning balance (in shares) \| shares	464,393
Shares granted (in shares) \| shares	263,594
Shares vested (in shares) \| shares	0
Shares forfeited (in shares) \| shares	(1,465)
Outstanding non-vested, ending balance (in shares) \| shares	726,522
Weighted Average Grant Date Fair Value
Outstanding non-vested, weighted average grant date fair value, beginning balance (in dollars per share) \| $ / shares	$ 11.96
Shares granted, weighted average grand date fair value (in dollars per share) \| $ / shares	19.22
Shares vested, weighted average grand date fair value (in dollars per share) \| $ / shares	0
Shares forfeited, weighted average grand date fair value (in dollars per share) \| $ / shares	20.00
Outstanding non-vested, weighted average grant date fair value, ending balance (in dollars per share) \| $ / shares	$ 14.62

Goodwill and Other Intangible Assets, Net - Schedule of Future Annual Amortization Expense of Amortizable Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 24,769
2024	49,538
2025	49,538
2026	45,232
2027	40,588
Thereafter	155,562
Total amortizable intangibles, net	$ 365,227	$ 376,064

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of carrying values and estimated fair values of debt instruments

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


	June 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Convertible Notes	$	414,684	$	486,362	$	413,752	$	430,236

Property, Plant and Equipment, Net - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total	$ 50,353	$ 40,993
Less: accumulated depreciation	(19,679)	(17,819)
Property, plant and equipment, net	30,674	23,174
Land
Property, Plant and Equipment [Line Items]
Total	1,588	1,583
Buildings and land improvements
Property, Plant and Equipment [Line Items]
Total	$ 7,160	7,411
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
Total	$ 21,072	18,983
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Total	$ 3,545	3,583
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
Total	$ 621	585
Hardware and software
Property, Plant and Equipment [Line Items]
Total	$ 4,275	3,706
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]
Total	$ 12,092	$ 5,142

Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

The Company disaggregates its revenue from contracts with customers by sales recorded over time and sales recorded at a point in time. The following table presents the Company’s disaggregated revenues (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Over time revenue	$	417,448	$	324,851	$	703,759	$	532,922
Point in time revenue	90,277		95,014		180,739		187,529
Total revenue	$	507,725	$	419,865	$	884,498	$	720,451

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 and the corresponding amounts recorded in revenue relate to fluctuations in the timing and volume of billings.

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


	June 30, 2023		December 31, 2022
Unbilled receivables	$	141,636	$	101,513

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

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


	June 30, 2023		December 31, 2022
Deferred revenue	$	114,810	$	178,922

During the six months ended June 30, 2023, the Company converted $160.0 million in deferred revenue to revenue, which represented 89% of the prior year’s deferred revenue balance.

Bill-and-Hold Arrangements

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

In certain situations, the Company recognizes revenue under a bill-and-hold arrangement with its customers. An example of such a situation is when customers purchase material prior to the start of construction of a solar project in order to meet the Five Percent Safe Harbor test to qualify for the ITC. Because the customers lack sufficient storage capacity to accept a large amount of material prior to the start of construction, they request that the Company keep the product in its custody. All bill-and-hold inventory is bundled or palletized in the Company’s warehouses, separately identified as not belonging to the Company and ready for immediate transport to the customer project upon request. Additionally, title and risk of loss has passed to the customer and the Company does not have the ability to use the product or direct it to another customer. During the three and six months ended June 30, 2023, the Company recognized $3.5 million and $22.8 million, respectively, in revenue from a single customer for the sale of goods and services that contained bill-and-hold obligations such as storage, handling and other custodial duties.

Remaining Performance Obligations

As of June 30, 2023, the Company had $452.7 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//606/tableOfContent

+ Details

Segment Reporting - Narrative (Details) - segment	1 Months Ended	7 Months Ended	12 Months Ended
Segment Reporting - Narrative (Details) - segment	Jan. 31, 2022	Jun. 30, 2023	Dec. 31, 2021
Segment Reporting [Abstract]
Number of operating segments	2	2	1

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net income (loss)	$ 64,808	$ (5,024)	$ 90,940	$ (30,961)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property, Plant and Equipment, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

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


	Estimated Useful Lives (Years)	June 30, 2023		December 31, 2022
Land	N/A	$	1,588	$	1,583
Buildings and land improvements	15-39	7,160		7,411
Manufacturing equipment	7	21,072		18,983
Furniture, fixtures and equipment	5-7	3,545		3,583
Vehicles	5	621		585
Hardware and software	3-5	4,275		3,706
Assets in progress	N/A	12,092		5,142
Total		50,353		40,993
Less: accumulated depreciation		(19,679)		(17,819)
Property, plant and equipment, net		$	30,674	$	23,174

Depreciation expense was $0.8 million and $0.6 million for the three months ended June 30, 2023 and 2022, respectively, of which $0.3 million and $0.4 million was allocated to cost of revenue and $0.5 million and $0.2 million was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations for the three months ended June 30, 2023 and 2022.

Depreciation expense was $1.5 million and $1.2 million for the six months ended June 30, 2023 and 2022, respectively, of which $0.6 million and $0.9 million was allocated to cost of revenue and $0.9 million and $0.3 million was included in depreciation and amortization on the accompanying condensed consolidated statements of operations for the six months ended June 30, 2023 and 2022.

Earnings Per Share - Narrative (Details)	6 Months Ended
Earnings Per Share - Narrative (Details)	Jun. 30, 2022 shares
Earnings Per Share [Abstract]
Equity compensation anti-dilutive securities (in shares)	2,413

Redeemable Perpetual Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	6 Months Ended
	Jan. 07, 2022	Sep. 27, 2021	Aug. 11, 2021	Aug. 31, 2021	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Temporary equity, shares issued (in shares)					419,259		406,389
Principal payments on term loan facility					$ 22,150	$ 0
Percentage of variable weighted average price of temporary equity	95.00%
Put option, commitment fee, percentage					3.00%
Put option, commitment fee paid					$ 1,508
Series A Redeemable Perpetual Preferred Shares
Class of Stock [Line Items]
Temporary equity, accretion of interest					12,400	$ 11,100
Initial liquidation preference (in dollars per share)	$ 1,000
Payments of dividends					12,900
Dividends payable					$ 19,300
Temporary equity, amortization of discount, period	5 years
Series A Redeemable Perpetual Preferred Shares \| Accrued Regular Dividend Rate
Class of Stock [Line Items]
Dividend rate, percentage	6.25%
Series A Redeemable Perpetual Preferred Shares \| Cash Regular Dividend Rate
Class of Stock [Line Items]
Dividend rate, percentage	5.75%
Temporary equity dividend rate spread	20000.00%
Percent of the amount of default accrued dividends to be paid	100.00%
Series A Redeemable Perpetual Preferred Shares \| Cash Regular Dividend Rate \| Fifth, Sixth, and Seventh Anniversaries
Class of Stock [Line Items]
Temporary equity dividend rate spread	5000.00%
Series A Redeemable Perpetual Preferred Shares \| Cash Regular Dividend Rate \| Eighth, Ninth, and Tenth Anniversaries
Class of Stock [Line Items]
Temporary equity dividend rate spread	10000.00%
Securities Purchase Agreement
Class of Stock [Line Items]
Net proceeds from sale of series A perpetual preferred stock			$ 346,000
Principal payments on term loan facility		$ 100,000
Securities Purchase Agreement \| Common Stock
Class of Stock [Line Items]
Stock issued (in shares)			7,098,765
Securities Purchase Agreement \| Series A Redeemable Perpetual Preferred Shares
Class of Stock [Line Items]
Temporary equity, shares issued (in shares)			350,000
Principal payments on term loan facility		$ 102,000
Securities Purchase Agreement, Expiry or Termination \| Common Stock \| BCP Helios Aggregator L.P.
Class of Stock [Line Items]
Stock issued (in shares)		776,235
Net proceeds from sale of series A perpetual preferred stock		$ 10
Securities Purchase Agreement, Additional Closings
Class of Stock [Line Items]
Stock issued (in shares)	1,125,000
Net proceeds from sale of series A perpetual preferred stock	$ 49,400		$ 148,000
Issuance of common stock, net (in shares)	50,000
Securities Purchase Agreement, Additional Closings \| Common Stock
Class of Stock [Line Items]
Stock issued (in shares)			3,375,000	3,375,000
Securities Purchase Agreement, Additional Closings \| Series A Redeemable Perpetual Preferred Shares
Class of Stock [Line Items]
Stock issued (in shares)			150,000	150,000
Securities Purchase Agreement, Additional Closings, Certain Pricing Adjustments \| Common Stock
Class of Stock [Line Items]
Stock issued (in shares)			6,100,000

Inventories

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following (in thousands):


	June 30, 2023		December 31, 2022
Raw materials	$	131,830	$	66,574
Finished goods	75,027		166,585
Total	$	206,857	$	233,159

Fair Value of Financial Instruments - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - Convertible Debt - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Total principal	$ 414,684	$ 413,752
Convertible notes, fair value	$ 486,362	$ 430,236

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue

The following table presents the Company’s disaggregated revenues (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Over time revenue	$	417,448	$	324,851	$	703,759	$	532,922
Point in time revenue	90,277		95,014		180,739		187,529
Total revenue	$	507,725	$	419,865	$	884,498	$	720,451

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


	June 30, 2023		December 31, 2022
Unbilled receivables	$	141,636	$	101,513

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


	June 30, 2023		December 31, 2022
Deferred revenue	$	114,810	$	178,922

Organization, Business and Out-of-Period Adjustments	6 Months Ended
Organization, Business and Out-of-Period Adjustments	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business and Out-of-Period Adjustments	Organization, Business and Out-of-Period Adjustments Array Technologies, Inc. (the “Company”), formerly ATI Intermediate Holdings, LLC, is a Delaware corporation formed in December 2018 as a wholly owned subsidiary of ATI Investment Parent, LLC (“Former Parent”). On October 14, 2020, the Company converted from a Delaware limited liability company to a Delaware corporation and changed the Company’s name to Array Technologies, Inc. The Company is headquartered in Albuquerque, New Mexico, and manufactures and supplies solar tracking systems and related products for customers across the United States and internationally. The Company, through its wholly-owned subsidiary, ATI Investment Sub, Inc., owns subsidiaries through which it conducts substantially all operations. Acquisition of STI Norland On January 11, 2022 (the “Acquisition Date”), the Company acquired 100% of the share capital of Soluciones Técnicas Integrales Norland, S.L.U., a Spanish private limited liability Company, and its subsidiaries (collectively, “STI”) with cash and common stock of the Company (the “STI Acquisition”). The STI Acquisition was accounted for as a business combination. Upon completion of the STI Acquisition, the Company began operating as two reportable operating segments: the Array legacy operating segment (the “Array Legacy Operations”) and the newly acquired operations (the “STI Operations”) pertaining to STI. Out-of-Period Adjustment for the Correction of Errors During the first quarter of fiscal year 2023, the Company identified certain errors in its previously issued financial statements that have been corrected through a cumulative out-of-period adjustment in the condensed consolidated financial statements as of and for the three months ended March 31, 2023. The Company has concluded that the errors are not material to the previously issued financial statements and the cumulative out-of-period adjustment for the correction of these errors is not material to the financial statements for the three months ended March 31, 2023. Below is a summary of each of the errors corrected and a summary of the cumulative impact. Capped Calls As discussed in Note 10 – Debt, of the Company’s consolidated financial statements for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2023, in November 2021 the Company paid $52.9 million to enter into capped call option agreements (the “Capped Calls”) to reduce the potential dilution to holders of the Company’s common stock after a conversion of the Company’s Convertible Notes (as defined below). The Company originally concluded that the Capped Calls met the criteria for equity classification because the Capped Calls are indexed to the Company’s common stock, and the Company has discretion to settle the Capped Calls in shares or cash. As a result, the Company originally recorded the amount paid for the Capped Calls as a reduction to additional paid-in capital of $52.9 million, offset by $12.4 million of income taxes. When the Company entered into the Capped Calls, the Company executed certain side letters (the “Side Letters”) with the counterparties that replaced some of the terms described in the primary contract including the volatility inputs used to value the Capped Calls under certain circumstances. Upon further evaluation, the Company has concluded that the modification to the volatility inputs precludes the Capped Calls from being indexed to its own stock because there is the possibility that the Capped Calls will settle at an amount that exceeds fair value and, therefore, prevents the Capped Calls from being classified as equity. In addition, the Side Letters also provide for certain adjustments to settlement amounts on the basis of holder-specific taxes which are impermissible inputs to the valuation that also prevents the Capped Calls from being indexed to the Company’s own stock, and therefore, prevents the Capped Calls from being classified as equity. As a result, for the three months ended March 31, 2023, the Company has concluded that the cash paid for the Capped Calls should have been recorded as an asset of $52.9 million with the asset being subsequently marked to market at the end of each accounting period. Additional Closing Purchased Put Option As discussed in Note 11 – Redeemable Perpetual Preferred Stock, of the Company’s consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2023, in August 2021 the Company entered into a Securities Purchase Agreement (the “SPA”) with certain Purchasers (as defined below), which gives the Company the option to require the Purchasers to purchase up to an additional 150,000 shares of Series A Shares (as defined below) and up to 3,375,000 shares of common stock for $148.0 million until June 30, 2023 (the “Put Option”). Upon issuance of the Put Option, the Company recorded a reduction to additional paid-in-capital of approximately $12.4 million because the Company originally concluded that the Put Option should be classified as equity. During the first quarter of 2023, the Company reconsidered the provisions of this option. Because the Series A Shares underlying the Put Option could potentially require redemption under the Certificate of Designations governing the Series A Shares, the Put Option should not have been equity classified. As a result, during the three months ended March 31, 2023, the Company has concluded that the value of the Put Option at inception should have been recorded as an asset of $12.4 million, with the asset being subsequently marked to market at the end of each accounting period. Correction of the Capped Calls and Put Option The adjustments to correct the Capped Calls and the Put Option at January 1, 2023 resulted in an increase in Derivative assets of $55.7 million, a decrease in Deferred income tax assets of $11.0 million, an increase in additional paid-in-capital of $52.9 million, and a decrease in net income of $8.1 million. Goodwill In connection with the acquisition of STI, the Company had understated goodwill by $2.0 million and overstated inventory by the same amount that was sold during fiscal 2022. The Company corrected the goodwill balance during the first quarter of fiscal year 2023, resulting in an increase in goodwill and a decrease in cost of goods sold.

Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity (unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Series A Preferred Stock	Common Stock	Common Stock Series A Preferred Stock	Additional Paid-In Capital	Additional Paid-In Capital Series A Preferred Stock	Accumulated Deficit	Accumulated Other Comprehensive Income
Temporary equity, beginning 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 (in shares)	13
Preferred cumulative dividends plus accretion	$ 23,788
Temporary equity, ending balance (in shares) at Jun. 30, 2022	413
Temporary equity, ending balance at Jun. 30, 2022	$ 293,974
Stockholders' equity, beginning 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	7,357				7,357
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees (in shares)				15,252
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees		215,498		$ 15		$ 215,483
Preferred cumulative dividends plus accretion	(23,788)				(23,788)
Net income (loss)	(30,961)						(30,961)
Other comprehensive income (loss)	11,467							11,467
Stockholders' equity, ending balance (in shares) at Jun. 30, 2022			150,279
Stockholders' equity, ending balance at Jun. 30, 2022	$ 110,368		$ 150		401,614		(302,863)	11,467
Temporary equity, beginning balance (in shares) at Mar. 31, 2022	400
Temporary equity, beginning balance at Mar. 31, 2022	$ 281,792
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred cumulative dividends plus accretion (in shares)	13
Preferred cumulative dividends plus accretion	$ 12,182
Temporary equity, ending balance (in shares) at Jun. 30, 2022	413
Temporary equity, ending balance at Jun. 30, 2022	$ 293,974
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2022			150,174
Stockholders' equity, beginning balance at Mar. 31, 2022	170,218		$ 150		411,232		(297,839)	56,675
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation (in shares)			105
Equity-based compensation	2,944				2,944
Issuance of Series A Redeemable Perpetual Preferred Stock, net of fees		$ (380)				$ (380)
Preferred cumulative dividends plus accretion	(12,182)				(12,182)
Net income (loss)	(5,024)						(5,024)
Other comprehensive income (loss)	(45,208)							(45,208)
Stockholders' equity, ending balance (in shares) at Jun. 30, 2022			150,279
Stockholders' equity, ending balance at Jun. 30, 2022	$ 110,368		$ 150		401,614		(302,863)	11,467
Temporary equity, beginning balance (in shares) at Dec. 31, 2022	406
Temporary equity, beginning balance at Dec. 31, 2022	$ 299,570
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred cumulative dividends plus accretion (in shares)	13
Preferred cumulative dividends plus accretion	$ 25,268
Temporary equity, ending balance (in shares) at Jun. 30, 2023	419
Temporary equity, ending balance at Jun. 30, 2023	$ 324,838
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2022			150,513
Stockholders' equity, beginning balance at Dec. 31, 2022	124,281		$ 150		383,176		(267,470)	8,425
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation (in shares)			536
Equity-based compensation	8,311		$ 1		8,310
Correction of the Capped Call and Put Option errors	52,914				52,914
Preferred cumulative dividends plus accretion	(26,776)				(26,776)
Net income (loss)	90,940						90,940
Other comprehensive income (loss)	37,784							37,784
Stockholders' equity, ending balance (in shares) at Jun. 30, 2023			151,049
Stockholders' equity, ending balance at Jun. 30, 2023	$ 287,454		$ 151		417,624		(176,530)	46,209
Temporary equity, beginning balance (in shares) at Mar. 31, 2023	413
Temporary equity, beginning balance at Mar. 31, 2023	$ 312,054
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred cumulative dividends plus accretion (in shares)	6
Preferred cumulative dividends plus accretion	$ 12,784
Temporary equity, ending balance (in shares) at Jun. 30, 2023	419
Temporary equity, ending balance at Jun. 30, 2023	$ 324,838
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2023			150,823
Stockholders' equity, beginning balance at Mar. 31, 2023	207,330		$ 150		426,221		(241,338)	22,297
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation (in shares)			226
Equity-based compensation	4,945		$ 1		4,944
Preferred cumulative dividends plus accretion	(13,541)				(13,541)
Net income (loss)	64,808						64,808
Other comprehensive income (loss)	23,912							23,912
Stockholders' equity, ending balance (in shares) at Jun. 30, 2023			151,049
Stockholders' equity, ending balance at Jun. 30, 2023	$ 287,454		$ 151		$ 417,624		$ (176,530)	$ 46,209

Commitments and Contingencies - Schedule of Liability Related To Estimated Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration [Roll Forward]
Payments			$ (1,200)	$ (1,483)
Fair value adjustment	$ 705	$ (1,678)	2,043	(5,409)
Array \| Tax Receivable Agreement
Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration [Roll Forward]
Beginning balance	8,724	9,364	8,586	14,578
Payments	0	0	(1,200)	(1,483)
Fair value adjustment	705	(1,678)	2,043	(5,409)
Ending balance	$ 9,429	$ 7,686	$ 9,429	$ 7,686

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Legal Proceedings

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

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

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

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

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

On 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 on Form 10-K and associated press release announcing results for the fourth quarter and full fiscal year 2020; and (3) in the Company’s November 5, 2020 and March 9, 2021 earnings calls.

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

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

On August 4, 2023, the lead plaintiffs filed a notice of appeal of the Court’s dismissal of the Consolidated Amended Complaint.

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

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

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

amended complaints in the Plymouth Action, or (c) the public announcement of a settlement of the Plymouth Action.

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 June 30, 2023.

Contingent Consideration

Tax Receivable Agreement

Concurrent with the Former Parent’s acquisition of Array Technologies Patent Holdings Co., LLC on July 8, 2016, the Company’s operating subsidiary, Array Tech, Inc. (f/k/a Array Technologies, Inc.), entered into a Tax Receivable Agreement (the “TRA”) with the former majority shareholder of Array. The TRA is valued based on the future expected payments under the agreement. The TRA provides for the payment by Array Tech, Inc., to the former owners for certain federal, state, local and non-U.S. tax benefits deemed realized in post-closing taxable periods by Array Tech, Inc., from the use of certain deductions generated by the increase in the tax value of the developed technology. The TRA is accounted for as contingent consideration and subsequent changes in fair value of the contingent liability are recognized in contingent consideration on the condensed consolidated statements of operations. As of June 30, 2023 and December 31, 2022, the fair value of the TRA was $9.4 million and $8.6 million, respectively.

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

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	8,724	$	9,364	$	8,586	$	14,578
Payments	—		—		(1,200)		(1,483)
Fair value adjustment	705		(1,678)		2,043		(5,409)
Ending balance	$	9,429	$	7,686	$	9,429	$	7,686

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

Surety Bonds

As of June 30, 2023, the Company posted surety bonds in the total amount of $220.9 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.

Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Oct. 14, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity based compensation	$ 5.2	$ 3.0	$ 8.6	$ 7.5
Unrecognized compensation costs	$ 28.2		$ 28.2
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Unrecognized compensation costs, period of recognition			2 years 4 months 24 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs, period of recognition			2 years 2 months 12 days
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares (in shares)					6,683,919

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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

Segment Reporting - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenue	$ 507,725	$ 419,865	$ 884,498	$ 720,451
Gross Profit	150,042	39,946	251,221	66,533
Array Legacy Operations
Segment Reporting Information [Line Items]
Revenue	345,261	347,177	650,465	597,829
Gross Profit	106,590	33,840	190,064	55,108
STI Operations
Segment Reporting Information [Line Items]
Revenue	162,464	72,688	234,033	122,622
Gross Profit	$ 43,452	$ 6,106	$ 61,157	$ 11,425

- Definition

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

+ References

+ Details

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Goodwill and Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 622,431	$ 602,432
Finite-lived intangible assets, accumulated amortization	257,204	226,368
Total amortizable intangibles, net	365,227	376,064
Total other intangible assets, net	375,527	386,364
Trade name
Finite-Lived Intangible Assets [Line Items]
Trade name	$ 10,300	10,300
Developed technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, estimated useful lives (in years)	14 years
Finite-lived intangible assets, gross	$ 204,441	203,800
Finite-lived intangible assets, accumulated amortization	$ 101,769	94,347
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, estimated useful lives (in years)	10 years
Finite-lived intangible assets, gross	$ 336,305	321,935
Finite-lived intangible assets, accumulated amortization	$ 98,773	81,268
Backlog
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, estimated useful lives (in years)	1 year
Finite-lived intangible assets, gross	$ 54,676	51,015
Finite-lived intangible assets, accumulated amortization	$ 54,677	49,507
Trade name
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible asset, estimated useful lives (in years)	20 years
Indefinite-lived intangible assets, gross	$ 27,009	25,682
Indefinite-lived intangible assets, accumulated amortization	$ 1,985	$ 1,246

Insider Trading Arrangements

3 Months Ended

6 Months Ended

Jun. 30, 2023

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

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

Director/Officer

Action & Date of Action

Commencement of Trading Period

Scheduled Termination of Trading Period (1)

Security Covered

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

Covers Purchase or Sale?

Nipul Patel, Chief Financial Officer

Adoption May 15, 2023

August 14, 2023

May 3, 2024

Common Stock

76,925

Sale

Tyson Hottinger, Chief Legal Officer

Adoption May 31, 2023

September 1, 2023

August 28, 2024

Common Stock

9,000

Sale

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

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

Nipul Patel [Member]

Trading Arrangements, by Individual

Name

Nipul Patel

Title

Chief Financial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

May 15, 2023

Arrangement Duration

354 days

Aggregate Available

76,925

Tyson Hottinger [Member]

Trading Arrangements, by Individual

Name

Tyson Hottinger

Title

Chief Legal Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

May 31, 2023

Arrangement Duration

455 days

Aggregate Available

9,000

Goodwill and Other Intangible Assets, Net

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill by operating segment during the six months ended June 30, 2023, consisted of the following (in thousands):


	Array Legacy Operations(1)		STI Operations		Total
Beginning balance	$	69,727	$	346,457	$	416,184
Adjustment to goodwill (see Note 1)	—		2,000		2,000
Foreign currency translation	—		23,071		23,071
Ending balance	$	69,727	$	371,528	$	441,255

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

Each quarter the Company evaluates if facts and circumstances indicate that it is more-likely-than-not that the fair value of its reporting units is less than their carrying value, which would require the Company to perform an interim goodwill impairment test. During our most recent evaluation, we concluded there were no indicators of impairment as of June 30, 2023.

Other Intangible Assets, Net

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


	Estimated Useful Lives (Years)	June 30, 2023		December 31, 2022
Amortizable:
Costs:
Developed technology	14	$	204,441	$	203,800
Customer relationships	10	336,305		321,935
Backlog	1	54,676		51,015
Trade name	20	27,009		25,682
Total amortizable intangibles		622,431		602,432
Accumulated amortization:
Developed technology		101,769		94,347
Customer relationships		98,773		81,268
Backlog		54,677		49,507
Trade name		1,985		1,246
Total accumulated amortization		257,204		226,368
Total amortizable intangibles, net		365,227		376,064

Non-amortizable costs:
Trade name		10,300		10,300
Total other intangible assets, net		$	375,527	$	386,364

Amortization expense related to intangible assets was $12.4 million and $25.8 million for the three months ended June 30, 2023 and 2022, respectively, and $26.2 million and $48.9 million for the six months ended June 30, 2023 and 2022, respectively.

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


	Amount
Remainder of 2023	$	24,769
2024	49,538
2025	49,538
2026	45,232
2027	40,588
Thereafter	155,562
	$	365,227

Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. As of June 30, 2023, no events or circumstances were noted that would indicate the carrying amount of any of our asset groups may not be recoverable.

Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 507,725	$ 419,865	$ 884,498	$ 720,451
Cost of revenue	357,683	379,919	633,277	653,918
Gross profit	150,042	39,946	251,221	66,533
Operating expenses:
General and administrative	40,250	28,936	78,392	74,361
Change in fair value of contingent consideration	705	(1,678)	2,043	(5,409)
Depreciation and amortization	12,846	26,020	27,087	49,257
Total operating expenses	53,801	53,278	107,522	118,209
Income (loss) from operations	96,241	(13,332)	143,699	(51,676)
Other income (expense):
Other income (expense), net	125	(371)	319	372
Foreign currency gain (loss)	260	(1,736)	66	2,127
Change in fair value of derivative assets	694	0	(1,256)	0
Interest expense	(10,109)	(8,021)	(19,609)	(14,963)
Total other (expense)	(9,030)	(10,128)	(20,480)	(12,464)
Income (loss) before income tax (benefit) expense	87,211	(23,460)	123,219	(64,140)
Income tax (benefit) expense	22,403	(18,436)	32,279	(33,179)
Net income (loss)	64,808	(5,024)	90,940	(30,961)
Preferred dividends and accretion	12,784	12,182	25,268	23,788
Net income (loss) to common shareholders	$ 52,024	$ (17,206)	$ 65,672	$ (54,749)
Income (loss) per common share
Basic (in dollars per share)	$ 0.34	$ (0.11)	$ 0.44	$ (0.37)
Diluted (in dollars per share)	$ 0.34	$ (0.11)	$ 0.43	$ (0.37)
Weighted average number of common shares outstanding
Basic (in shares)	150,919	150,203	150,763	149,246
Diluted (in shares)	152,129	150,203	151,970	149,246

Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense related to intangible assets	$ 12.4	$ 25.8	$ 26.2	$ 48.9

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Accounting and Presentation	Basis of Accounting and Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), pursuant to the rules and regulations of the SEC. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of results for the interim periods reported. The results for the three and six months ended June 30, 2023, are not necessarily indicative of results to be expected for the year ending December 31, 2023, or any other interim periods, or any future year or period. The balance sheet as of December 31, 2022, included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. These financial statements should be read in conjunction with the Company’s audited financial statements included in the 2022 Annual Report.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. 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 the Ongoing Conflict in Ukraine and Inflation	Impact of the Ongoing Conflict in Ukraine The ongoing conflict in Ukraine has reduced the availability of material that can be sourced in Europe and, as a result, increased logistics costs for the procurement of certain inputs and materials used in our products. We do not know the ultimate severity or duration of the conflict in Ukraine, but we continue to monitor the situation and evaluate our procurement strategy and supply chain as to reduce any negative impact on our business, financial condition and results of operations. Inflation Inflationary pressures, while somewhat moderating recently, are expected to persist, at least in the near-term, and may negatively impact our results of operations. To mitigate the inflationary pressures on our business, we have implemented selective price increases in certain markets, accelerated productivity initiatives and expanded our supplier base, while continuing to execute on overhead cost containment practices.
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 Exposure	Foreign Currency Translation Exposure The functional currencies of certain of our foreign subsidiaries are their local currencies. Accordingly, we apply period-end exchange rates to translate their assets and liabilities, historical exchange rates to translate their retained earnings, and average exchange rates prevailing during the period to translate their revenues, expenses, gains, and losses into U.S. dollars. We include the associated translation adjustments as a separate component of “Accumulated other comprehensive income (loss)” within stockholders’ equity. Certain of our foreign subsidiaries have local currencies that are different than the subsidiaries functional currencies. When translating from the local currency to the functional currency, monetary assets and liabilities are translated at the current exchange rate resulting in foreign exchange gains or losses, and non-monetary assets are translated at historical exchange rates. Changes in the exchange rates between the functional currencies of our subsidiaries and the currencies in which monetary financial assets and liabilities are denominated in, will create fluctuations in our reported condensed consolidated statements of operations and cash flows.
Derivative Financial Instruments	Derivative Financial Instruments Both the Capped Call and the Put Option are accounted for as assets that are recorded at fair value within Derivative assets on the condensed consolidated balance sheets. The changes in fair value to Derivative assets are recorded within change in fair value of derivative assets on the Condensed Consolidated Statements of Operations. See Note 1 – Organization, Business and Out-of-Period Adjustments, for further information.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to provide entities with relief during the transition period by deferring the effective date of reference rate reform from December 31, 2022 to December 31, 2024. ASU 2022-06 is effective upon issuance. During the three months ended March 31, 2023, the Company adopted ASU 2020-04 and ASU 2022-06. Simultaneously, the Company elected to apply the debt accounting optional expedient, under which the reporting entity will account for amendments to debt agreements, which sole intent are the replacement of a discontinued reference rate(s), as being not substantial and thus a continuation of the existing contract. There was no significant impact to the Company’s condensed consolidated financial statements related to the adoption of ASU 2020-04 and ASU 2022-06. The Company continues to evaluate the impact of the ASU 2020-04 guidance and may apply other elections, as applicable, as additional changes in the market occur. In March 2023, the Company amended an existing debt agreement to replace the London Interbank Offered Rate (“LIBOR”) interest rate provisions with interest rate provisions based on a forward-looking term rate based on the secured overnight funding rate (“SOFR”) (see Note 7 – Debt). There were no other changes to the agreement. There was no significant impact to the Company’s condensed consolidated financial statements.

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 507,725	$ 419,865	$ 884,498	$ 720,451
Unbilled receivables	141,636		141,636		$ 101,513
Deferred revenue	114,810		114,810		$ 178,922
Deferred revenue recognized			$ 160,000
Percentage of deferred revenue recognized			89.00%
Revenue, bill and hold performance obligation, amount	3,500		$ 22,800
Remaining performance obligation	$ 452,700		$ 452,700
Percentage of performance obligation to be recognized	100.00%		100.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation, period	12 months		12 months
Over time revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 417,448	324,851	$ 703,759	532,922
Point in time revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 90,277	$ 95,014	$ 180,739	$ 187,529

Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.8	$ 0.6	$ 1.5	$ 1.2
Depreciation allocated to cost of revenue	0.3	0.4	0.6	0.9
Depreciation included in depreciation and amortization	$ 0.5	$ 0.2	$ 0.9	$ 0.3

Goodwill and Other Intangible Assets, Net - Schedule of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 416,184
Foreign currency translation	23,071
Goodwill, ending balance	441,255
Revision of Prior Period, Adjustment
Goodwill [Roll Forward]
Goodwill, ending balance	2,000
Array Legacy Operations
Goodwill [Roll Forward]
Goodwill, beginning balance	69,727
Foreign currency translation	0
Goodwill, ending balance	69,727
Goodwill, impairment loss	51,900
Array Legacy Operations \| Revision of Prior Period, Adjustment
Goodwill [Roll Forward]
Goodwill, ending balance	0
STI Operations
Goodwill [Roll Forward]
Goodwill, beginning balance	346,457
Foreign currency translation	23,071
Goodwill, ending balance	371,528
STI Operations \| Revision of Prior Period, Adjustment
Goodwill [Roll Forward]
Goodwill, ending balance	$ 2,000

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of earnings (loss) per share, basic and diluted

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	64,808	$	(5,024)	$	90,940	$	(30,961)
Preferred dividends and accretion	12,784		12,182		25,268		23,788
Net income (loss) to common shareholders	$	52,024	$	(17,206)	$	65,672	$	(54,749)
Basic:
Weighted average shares	150,919		150,203		150,763		149,246
Income (loss) per share	$	0.34	$	(0.11)	$	0.44	$	(0.37)
Diluted:
Effect of restricted stock and performance awards	1,210		—		1,207		—
Weighted average shares	152,129		150,203		151,970		149,246
Income (loss) per share	$	0.34	$	(0.11)	$	0.43	$	(0.37)

Goodwill and Other Intangible Assets, Net (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

Changes in the carrying amount of goodwill by operating segment during the six months ended June 30, 2023, consisted of the following (in thousands):


	Array Legacy Operations(1)		STI Operations		Total
Beginning balance	$	69,727	$	346,457	$	416,184
Adjustment to goodwill (see Note 1)	—		2,000		2,000
Foreign currency translation	—		23,071		23,071
Ending balance	$	69,727	$	371,528	$	441,255

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

Schedule of finite-lived intangible assets

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


	Estimated Useful Lives (Years)	June 30, 2023		December 31, 2022
Amortizable:
Costs:
Developed technology	14	$	204,441	$	203,800
Customer relationships	10	336,305		321,935
Backlog	1	54,676		51,015
Trade name	20	27,009		25,682
Total amortizable intangibles		622,431		602,432
Accumulated amortization:
Developed technology		101,769		94,347
Customer relationships		98,773		81,268
Backlog		54,677		49,507
Trade name		1,985		1,246
Total accumulated amortization		257,204		226,368
Total amortizable intangibles, net		365,227		376,064

Non-amortizable costs:
Trade name		10,300		10,300
Total other intangible assets, net		$	375,527	$	386,364

Schedule of indefinite-lived intangible assets

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


	Estimated Useful Lives (Years)	June 30, 2023		December 31, 2022
Amortizable:
Costs:
Developed technology	14	$	204,441	$	203,800
Customer relationships	10	336,305		321,935
Backlog	1	54,676		51,015
Trade name	20	27,009		25,682
Total amortizable intangibles		622,431		602,432
Accumulated amortization:
Developed technology		101,769		94,347
Customer relationships		98,773		81,268
Backlog		54,677		49,507
Trade name		1,985		1,246
Total accumulated amortization		257,204		226,368
Total amortizable intangibles, net		365,227		376,064

Non-amortizable costs:
Trade name		10,300		10,300
Total other intangible assets, net		$	375,527	$	386,364

Schedule of future annual amortization expense of amortizable intangible assets

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


	Amount
Remainder of 2023	$	24,769
2024	49,538
2025	49,538
2026	45,232
2027	40,588
Thereafter	155,562
	$	365,227

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of segment reporting information, by segment

The following table provides a reconciliation of certain financial information for the Company’s reportable segments to information presented in its condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
	Array Legacy Operations		STI Operations		Total		Array Legacy Operations		STI Operations		Total
Revenue	$	345,261	$	162,464	$	507,725	$	347,177	$	72,688	$	419,865
Gross Profit	$	106,590	$	43,452	$	150,042	$	33,840	$	6,106	$	39,946


	Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
	Array Legacy Operations		STI Operations		Total		Array Legacy Operations		STI Operations		Total
Revenue	$	650,465	$	234,033	$	884,498	$	597,829	$	122,622	$	720,451
Gross Profit	$	190,064	$	61,157	$	251,221	$	55,108	$	11,425	$	66,533

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 155,966	$ 133,901
Accounts receivable, net of allowance of $1,651 and $1,888, respectively	502,363	421,183
Inventories	206,857	233,159
Income tax receivables	312	3,532
Prepaid expenses and other	42,740	39,434
Total current assets	908,238	831,209
Property, plant and equipment, net	30,674	23,174
Goodwill	441,255	416,184
Other intangible assets, net	375,527	386,364
Deferred income tax assets	0	16,466
Derivative assets	64,014	0
Other assets	33,076	32,655
Total assets	1,852,784	1,706,052
Current liabilities:
Accounts payable	188,633	170,430
Accrued expenses and other	61,156	54,895
Accrued warranty reserve	1,540	3,690
Income tax payable	16,711	6,881
Deferred revenue	114,810	178,922
Current portion of contingent consideration	1,809	1,200
Current portion of debt	37,450	38,691
Other current liabilities	12,844	10,553
Total current liabilities	434,953	465,262
Deferred income tax liabilities	74,902	72,606
Contingent consideration, net of current portion	7,620	7,387
Other long-term liabilities	16,117	14,808
Long-term warranty	4,415	1,786
Long-term debt, net of current portion	702,485	720,352
Total liabilities	1,240,492	1,282,201
Commitments and contingencies (Note 11)
Series A Redeemable Perpetual Preferred Stock of $0.001 par value - 500,000 authorized; 419,259 and 406,389 shares issued as of June 30, 2023 and December 31, 2022, respectively; liquidation preference of $419.3 million and $406.4 million at respective dates	324,838	299,570
Stockholders’ equity:
Preferred stock of $0.001 par value - 4,500,000 shares authorized; none issued at respective dates	0	0
Common stock of $0.001 par value - 1,000,000,000 shares authorized; 151,048,790 and 150,513,104 shares issued at respective dates	151	150
Additional paid-in capital	417,624	383,176
Accumulated deficit	(176,530)	(267,470)
Accumulated other comprehensive income	46,209	8,425
Total stockholders’ equity	287,454	124,281
Total liabilities, redeemable perpetual preferred stock and stockholders’ equity	$ 1,852,784	$ 1,706,052

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
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 of $22.4 million and a benefit of $18.4 million for the three months ended June 30, 2023 and 2022, respectively, and an expense of $32.3 million and a benefit of $33.2 million for the six months ended June 30, 2023 and 2022, respectively. The tax expense for the six months ended June 30, 2023 was unfavorably impacted by higher income reported in non-U.S. jurisdictions and an increase in income tax expense related to the Put Option (see Note 1 – Organization, Business and Out-of-Period Adjustments), partially offset by benefits related to excess equity-based compensation deductions recorded discretely during the quarter. The tax benefit for the six months ended June 30, 2022 was favorably impacted by losses in non-U.S. jurisdictions which have higher tax rates than the U.S., partially offset by non-deductible expenses. For the six months ended June 30, 2023 and 2022, 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Surety Bond
Business Acquisition, Contingent Consideration [Line Items]
Contractual obligation	$ 220,900
Array \| Tax Receivable Agreement
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration	$ 9,429	$ 8,724	$ 8,586	$ 7,686	$ 9,364	$ 14,578
Tax receivable agreement, payment term	125 days

Equity-Based Compensation - Schedule of Assumptions (Details) - PSUs	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	90.00%	66.00%
Risk-free interest rate	3.74%	28.00%
Dividend yield	0.00%	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Equity-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

2020 Equity Incentive Plan

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

Restricted Stock Units

Pursuant to the 2020 Plan, the Company grants restricted stock units (“RSUs”) to employees and members of the Company’s board of directors. The fair value of the RSUs is determined using the market value of the Company’s common stock on the grant date.

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


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding non-vested, December 31, 2022	1,700,824	$	13.81
Shares granted	802,130	17.65
Shares vested	(557,448)	12.47
Shares forfeited	(117,511)	15.07
Outstanding non-vested, June 30, 2023	1,827,995	$	15.57

Performance Stock Units

The Company has granted performance stock units (“PSUs”) to certain employees. The PSUs cliff vest after three years and upon meeting certain revenue and adjusted EPS targets. The PSUs also contain a modifier based on the total stock return (“TSR”) compared to a certain index which modifies the number of PSUs that vest. The PSUs were valued using a Monte-Carlo simulation method on the date of grant based on the U.S. Treasury Constant Maturity rates. The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the PSUs issued during the six months ended June 30, 2023 and 2022:


	2023		2022
Volatility	90	%	66	%
Risk-free interest rate	3.74	%	28.00	%
Dividend yield	—	%	—	%

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


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding non-vested, December 31, 2022	464,393	$	11.96
Shares granted	263,594	19.22
Shares vested	—	—
Shares forfeited	(1,465)	20.00
Outstanding non-vested, June 30, 2023	726,522	$	14.62

For the three months ended June 30, 2023 and 2022, the Company recognized $5.2 million and $3.0 million, respectively, in equity-based compensation expense. For the six months ended June 30, 2023 and 2022, the Company recognized $8.6 million and $7.5 million, respectively, in equity-based compensation. At June 30, 2023, the Company had $28.2 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over approximately 2.2 years and 2.4 years, respectively.

Debt - Narrative (Details) - USD ($)					6 Months Ended
Debt - Narrative (Details) - USD ($)	Dec. 09, 2021	Dec. 09, 2021	Dec. 03, 2021	Oct. 14, 2020	Jun. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Debt					$ 765,736,000	$ 789,426,000
Debt discount and issuance costs					25,801,000	30,383,000
STI
Short-Term Debt [Line Items]
Other long-term debt					50,400,000
STI \| Euro
Short-Term Debt [Line Items]
Other long-term debt					10,300,000
STI \| Brazilian real
Short-Term Debt [Line Items]
Other long-term debt					40,100,000
Convertible Debt
Short-Term Debt [Line Items]
Debt					425,000,000	425,000,000
Other Debt
Short-Term Debt [Line Items]
Debt					$ 50,411,000	51,951,000
Minimum \| Other Debt \| STI
Short-Term Debt [Line Items]
Stated interest rate					0.55%
Maximum \| Other Debt \| STI
Short-Term Debt [Line Items]
Stated interest rate					4.52%
Convertible Senior Notes due 2028 \| Convertible Debt
Short-Term Debt [Line Items]
Bridge loan facility aggregate principal amount	$ 425,000,000	$ 425,000,000
Stated interest rate	1.00%	1.00%	1.00%
Proceeds from convertible debt	$ 413,300,000	$ 48,600,000	$ 364,700,000
Debt instrument, interest rate, effective percentage discount	2.75%	2.75%	2.75%
Debt instrument, annual interest rate					1.00%
Convertible Senior Notes due 2028 \| Convertible Debt \| Common Stock
Short-Term Debt [Line Items]
Conversion of stock, shares converted per dollar (in shares)					41.9054
Convertible notes payable					$ 1,000
Convertible note, conversion price (in dollar per share)					$ 23.86
Debt conversion, converted instrument, shares issued (in shares)					10,100,000
Convertible Senior Notes due 2028, $375 Million \| Convertible Debt
Short-Term Debt [Line Items]
Bridge loan facility aggregate principal amount			$ 375,000,000
Convertible Senior Notes due 2028, $50 Million \| Convertible Debt
Short-Term Debt [Line Items]
Bridge loan facility aggregate principal amount	$ 50,000,000	$ 50,000,000
Convertible Note Capped Call Transactions
Short-Term Debt [Line Items]
Debt conversion, converted instrument, shares issued (in shares)					17,800,000
Fees paid on issuance of convertible notes					$ 52,900,000
Derivatives, cap price (in dollars per share)					$ 36.0200
Derivatives, exercise price (in dollars per share)					$ 23.86
Term Loan Facility
Short-Term Debt [Line Items]
Maximum borrowing capacity				$ 575,000,000
Debt instrument term				7 years
Debt					$ 290,300,000	312,500,000
Debt discount and issuance costs					$ 15,500,000	19,100,000
Debt issuance costs and discounts, amortization rate					9.41%
Term Loan Facility \| Secured Overnight Financing Rate (SOFR)
Short-Term Debt [Line Items]
Revolving loan applicable margin					3.25%
Revolving loan applicable margin, floor					0.50%
Term Loan Facility \| Secured Overnight Financing Rate (SOFR) Plus 1%
Short-Term Debt [Line Items]
Revolving loan applicable margin					2.25%
Revolving loan applicable margin, floor					1.00%
Revolving Credit Facility
Short-Term Debt [Line Items]
Maximum borrowing capacity				$ 200,000,000
Debt instrument term				5 years
Debt					$ 0	0
Available borrowing capacity					$ 173,300,000	161,200,000
Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR)
Short-Term Debt [Line Items]
Revolving loan applicable margin					3.25%
Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR) Plus 1%
Short-Term Debt [Line Items]
Revolving loan applicable margin					2.25%
Revolving loan applicable margin, floor					1.00%
Standby Letters of Credit
Short-Term Debt [Line Items]
Letters of credit outstanding					$ 26,700,000	$ 38,800,000

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of debt

The following table summarizes the Company’s total debt (in thousands):


	June 30, 2023		December 31, 2022
Senior Secured Credit Facility:
Term loan facility	$	290,325	$	312,475
Revolving credit facility	—		—
Total secured credit facility	290,325		312,475

Convertible notes	425,000		425,000
Other debt	50,411		51,951
Total principal	765,736		789,426
Unamortized discount and issuance costs, total	(25,801)		(30,383)
Current portion of debt	(37,450)		(38,691)
Total long-term debt, net of current portion	$	702,485	$	720,352

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ 22,403,000	$ (18,436,000)	$ 32,279,000	$ (33,179,000)
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

Redeemable Perpetual Preferred Stock	6 Months Ended
Redeemable Perpetual Preferred Stock	Jun. 30, 2023
Temporary Equity Disclosure [Abstract]
Redeemable Perpetual Preferred Stock	Redeemable Perpetual Preferred Stock Series A Redeemable Perpetual Preferred Stock The Company entered into a Securities Purchase Agreement (the “SPA”) with certain investors (the “Purchasers”) pursuant to which, on August 11, 2021, the Company issued 350,000 shares of its newly designated Series A Redeemable Perpetual Preferred Stock (the “Series A Shares”) and 7,098,765 shares of the Company’s common stock for an aggregate purchase price of $346.0 million (the “Initial Closing”). Further, pursuant to the SPA, on September 27, 2021, the Company issued and sold to the Purchasers 776,235 shares of common stock for an aggregate purchase price of $0.01 million (the “Prepaid Forward Contract”). The Company used the net proceeds from the initial Closing to repay the $102.0 million outstanding balance under its existing Revolving Credit Facility and prepay $100.0 million of the Company’s Term Loan Facility. The Series A Shares have no maturity date. The Put Option included in the SPA required the Purchasers to purchase, up to an additional 150,000 shares of Series A Shares and up to 3,375,000 shares of common stock (or up to 6,100,000 shares of common stock in the event of certain price-related adjustments) until June 30, 2023, subject to certain equitable adjustments pursuant to any stock dividend, stock split, stock combination, reclassification or similar transaction, for an aggregate purchase price up to $148.0 million (the “Delayed Draw Commitment” or the “Put Option”). The Put Option expired effective June 30, 2023. On January 7, 2022, pursuant to the Put Option, the Company issued and sold to the Purchasers, 50,000 shares of Series A Shares and 1,125,000 shares of the Company’s common stock in an additional closing for an aggregate purchase price of $49.4 million (the “Additional Closing”). The Company has classified the Series A Shares as temporary equity and is accreting the carrying amount to its full redemption amount from the date of issuance to the earliest redemption date using the effective interest method. Such accretion totaled $12.4 million and $11.1 million for the six months ended June 30, 2023 and 2022, respectively. Refer to Note 2 – Summary of Significant Accounting Policies for information regarding the accounting for the Put Option. Dividends On or prior to the fifth anniversary of the Initial Closing, the Company may pay dividends on the Series A Shares either in (i) cash at the then-applicable Cash Regular Dividend Rate (as defined below), (ii) through accrual to the Liquidation Preference at the Accrued Regular Dividend Rate of 6.25% (the “Permitted Accrued Dividends”), or (iii) a combination thereof. Following the fifth anniversary of the Initial Closing, dividends are payable only in cash. To the extent the Company does not declare such dividends and pay in cash following the fifth anniversary of the Initial Closing, the dividends accrue to the Liquidation Preference (“Default Accrued Dividends”) at the then-applicable Cash Regular Dividend Rate plus 200 basis points. In the event there are Default Accrued Dividends outstanding for six consecutive quarters, the Company, at the option of the holders of the Series A Shares, will pay 100% of the amount of Default Accrued Dividends by delivering to such holder a number of shares of the Company’s common stock equal to the quotient of (i) the amount of Default Accrued Dividends divided by (ii) 95% of the 30-day VWAP of the Company’s common stock (“Non-Cash Dividend”). The “Cash Regular Dividend Rate” of the Series A Shares means (i) initially, 5.75% per annum on the Liquidation Preference and (ii) increased by (a) 50 basis points on each of the fifth, sixth and seventh anniversaries of the Initial Closing and (b) 100 basis points on each of the eighth, ninth and tenth anniversaries of the Initial Closing. The “Accrued Regular Dividend Rate” on the Series A Shares means 6.25% per annum on the Liquidation Preference. As used herein, “Liquidation Preference” means, with respect to the Series A Shares, the initial liquidation preference of $1,000 per share, plus accrued dividends of such share at the time of the determination. During the six months ended June 30, 2023, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25% totaling $12.9 million. As of June 30, 2023, the Company has accrued and unpaid dividends of $19.3 million. The Series A Shares have similar characteristics of an “Increasing Rate Security” as described by SEC Staff Accounting Bulletin Topic 5Q, Increasing Rate Preferred Stock. As a result, the discount on Series A Shares is considered an unstated dividend cost that is amortized over the period preceding commencement of the perpetual dividend using the effective interest method, by charging imputed dividend cost against retained earnings, or additional paid in capital in the absence of retained earnings, and increasing the carrying amount of the Series A Shares by a corresponding amount. Accordingly, the discount is amortized over five years using the effective yield method. Fees During the six months ended June 30, 2023, the Company paid the Purchasers a 3% per annum cash commitment fee totaling $1,508 on the unpurchased portion of Put Option.

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt	$ 765,736	$ 789,426
Unamortized discount and issuance costs, total	(25,801)	(30,383)
Current portion of debt	(37,450)	(38,691)
Long-term debt, net of current portion	702,485	720,352
Senior Secured Credit Facility
Debt Instrument [Line Items]
Debt	290,325	312,475
Term Loan Facility \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Debt	290,325	312,475
Revolving Credit Facility \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Debt	0	0
Convertible Debt
Debt Instrument [Line Items]
Debt	425,000	425,000
Other Debt
Debt Instrument [Line Items]
Debt	$ 50,411	$ 51,951

Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 131,830	$ 66,574
Finished goods	75,027	166,585
Total	$ 206,857	$ 233,159

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Accounting and Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), pursuant to the rules and regulations of the SEC. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of results for the interim periods reported. The results for the three and six months ended June 30, 2023, are not necessarily indicative of results to be expected for the year ending December 31, 2023, or any other interim periods, or any future year or period. The balance sheet as of December 31, 2022, included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. These financial statements should be read in conjunction with the Company’s audited financial statements included in the 2022 Annual Report. Unless expressly stated or the context otherwise requires, the terms “the Company”, “we”, “us”, “our”, “Array”, and “Array Technologies” refer to Array Technologies, Inc. and its consolidated subsidiaries, and the term “condensed consolidated financial statements” refers to the accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. 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 the Ongoing Conflict in Ukraine The ongoing conflict in Ukraine has reduced the availability of material that can be sourced in Europe and, as a result, increased logistics costs for the procurement of certain inputs and materials used in our products. We do not know the ultimate severity or duration of the conflict in Ukraine, but we continue to monitor the situation and evaluate our procurement strategy and supply chain as to reduce any negative impact on our business, financial condition and results of operations. Inflation Inflationary pressures, while somewhat moderating recently, are expected to persist, at least in the near-term, and may negatively impact our results of operations. To mitigate the inflationary pressures on our business, we have implemented selective price increases in certain markets, accelerated productivity initiatives and expanded our supplier base, while continuing to execute on overhead cost containment practices. Business Combinations The Company accounts for its business acquisitions under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”). The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, amongst other items. Foreign Currency Translation Exposure The functional currencies of certain of our foreign subsidiaries are their local currencies. Accordingly, we apply period-end exchange rates to translate their assets and liabilities, historical exchange rates to translate their retained earnings, and average exchange rates prevailing during the period to translate their revenues, expenses, gains, and losses into U.S. dollars. We include the associated translation adjustments as a separate component of “Accumulated other comprehensive income (loss)” within stockholders’ equity. Certain of our foreign subsidiaries have local currencies that are different than the subsidiaries functional currencies. When translating from the local currency to the functional currency, monetary assets and liabilities are translated at the current exchange rate resulting in foreign exchange gains or losses, and non-monetary assets are translated at historical exchange rates. Changes in the exchange rates between the functional currencies of our subsidiaries and the currencies in which monetary financial assets and liabilities are denominated in, will create fluctuations in our reported condensed consolidated statements of operations and cash flows. Derivative Financial Instruments Both the Capped Call and the Put Option are accounted for as assets that are recorded at fair value within Derivative assets on the condensed consolidated balance sheets. The changes in fair value to Derivative assets are recorded within change in fair value of derivative assets on the Condensed Consolidated Statements of Operations. See Note 1 – Organization, Business and Out-of-Period Adjustments, for further information. Recent Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to provide entities with relief during the transition period by deferring the effective date of reference rate reform from December 31, 2022 to December 31, 2024. ASU 2022-06 is effective upon issuance. During the three months ended March 31, 2023, the Company adopted ASU 2020-04 and ASU 2022-06. Simultaneously, the Company elected to apply the debt accounting optional expedient, under which the reporting entity will account for amendments to debt agreements, which sole intent are the replacement of a discontinued reference rate(s), as being not substantial and thus a continuation of the existing contract. There was no significant impact to the Company’s condensed consolidated financial statements related to the adoption of ASU 2020-04 and ASU 2022-06. The Company continues to evaluate the impact of the ASU 2020-04 guidance and may apply other elections, as applicable, as additional changes in the market occur. In March 2023, the Company amended an existing debt agreement to replace the London Interbank Offered Rate (“LIBOR”) interest rate provisions with interest rate provisions based on a forward-looking term rate based on the secured overnight funding rate (“SOFR”) (see Note 7 – Debt). There were no other changes to the agreement. There was no significant impact to the Company’s condensed consolidated financial statements.

Segment Reporting

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Reporting

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

and reportable segment. Concurrent with the acquisition of STI in January 2022, the Company began operating as two segments; Array Legacy Operations and STI Operations.


	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
	Array Legacy Operations		STI Operations		Total		Array Legacy Operations		STI Operations		Total
Revenue	$	345,261	$	162,464	$	507,725	$	347,177	$	72,688	$	419,865
Gross Profit	$	106,590	$	43,452	$	150,042	$	33,840	$	6,106	$	39,946


	Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
	Array Legacy Operations		STI Operations		Total		Array Legacy Operations		STI Operations		Total
Revenue	$	650,465	$	234,033	$	884,498	$	597,829	$	122,622	$	720,451
Gross Profit	$	190,064	$	61,157	$	251,221	$	55,108	$	11,425	$	66,533

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Organization, Business and Out-of-Period Adjustments (Details) $ in Thousands				1 Months Ended			3 Months Ended			6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 01, 2023 USD ($)	Jan. 07, 2022 shares	Aug. 11, 2021 shares	Jan. 31, 2022 segment	Nov. 30, 2021 USD ($)	Aug. 31, 2021 USD ($) shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) segment	Dec. 31, 2021 segment	Dec. 31, 2022 USD ($)	Jan. 11, 2022
Business Acquisition, Contingent Consideration [Line Items]
Number of operating segments \| segment				2								2	1
Additional paid-in capital							$ 417,624			$ 417,624		$ 417,624		$ 383,176
Assets							1,852,784			1,852,784		1,852,784		1,706,052
Common stock, value, issued							151			151		151		150
Increase in derivative asset							64,014			64,014		64,014		0
Decrease in deferred income tax assets							0			0		0		(16,466)
Decrease in net income							(64,808)		$ 5,024	(90,940)	$ 30,961
Increase in goodwill							441,255			441,255		441,255		$ 416,184
Revision of Prior Period, Adjustment
Business Acquisition, Contingent Consideration [Line Items]
Increase in goodwill							$ 2,000			2,000		$ 2,000
Securities Purchase Agreement, Additional Closings
Business Acquisition, Contingent Consideration [Line Items]
Additional paid-in capital						$ 12,400
Assets								$ 12,400
Stock issued (in shares) \| shares		1,125,000
Series A Redeemable Perpetual Preferred Shares \| Securities Purchase Agreement, Additional Closings
Business Acquisition, Contingent Consideration [Line Items]
Stock issued (in shares) \| shares			150,000			150,000
Common Stock \| Securities Purchase Agreement, Additional Closings
Business Acquisition, Contingent Consideration [Line Items]
Stock issued (in shares) \| shares			3,375,000			3,375,000
Common stock, value, issued						$ 148,000
Convertible Debt \| Capped Call
Business Acquisition, Contingent Consideration [Line Items]
Fees paid on issuance of convertible notes					$ 52,900
Additional paid-in capital					52,900
Income taxes					$ 12,400
Assets								52,900
Convertible Note Capped Call Transactions
Business Acquisition, Contingent Consideration [Line Items]
Fees paid on issuance of convertible notes										$ 52,900
Convertible Note Capped Call Transactions \| Convertible Debt \| Revision of Prior Period, Adjustment
Business Acquisition, Contingent Consideration [Line Items]
Additional paid-in capital	$ 52,900
Increase in derivative asset	55,700
Decrease in deferred income tax assets	11,000
Decrease in net income	$ 8,100
STI
Business Acquisition, Contingent Consideration [Line Items]
Percentage of share capital acquired															100.00%
STI \| Revision of Prior Period, Adjustment
Business Acquisition, Contingent Consideration [Line Items]
Increase in goodwill								2,000
Decrease in cost of goods sold								$ 2,000

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

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


	June 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Convertible Notes	$	414,684	$	486,362	$	413,752	$	430,236

The fair value of the Convertible Notes is estimated using Level 2 inputs, as they are not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers.

The Capped Calls are valued using a Black-Scholes model, with the most judgmental unobservable input being the volatility measure. The value of the Capped Call is determined using unobservable inputs and is considered to be a Level 3 value in the fair value hierarchy. The fair value of the Capped Call was $64.0 million at June 30, 2023.

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

Other Debt totaling $50.4 million, consists of $34.6 million variable rate obligations and $15.8 million fixed rate obligations. Of the $15.8 million fixed rate obligations, $10.3 million mature in 2023 and $5.5 million mature in 2024. Due to the relative short-term maturity of these obligations, the Company believes current carrying value approximates fair value. The carrying value of the $34.6 million variable rate obligations approximate fair value due to the variable nature of the interest rates.

Property, Plant and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Summary of property, plant and equipment, net

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


	Estimated Useful Lives (Years)	June 30, 2023		December 31, 2022
Land	N/A	$	1,588	$	1,583
Buildings and land improvements	15-39	7,160		7,411
Manufacturing equipment	7	21,072		18,983
Furniture, fixtures and equipment	5-7	3,545		3,583
Vehicles	5	621		585
Hardware and software	3-5	4,275		3,706
Assets in progress	N/A	12,092		5,142
Total		50,353		40,993
Less: accumulated depreciation		(19,679)		(17,819)
Property, plant and equipment, net		$	30,674	$	23,174

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Statement of Comprehensive Income [Abstract]

Net income (loss)

$ 64,808

$ (5,024)

$ 90,940

$ (30,961)

Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]

Change in foreign currency translation adjustments

^[1]

23,912

(45,208)

37,784

11,467

Comprehensive income (loss)

$ 88,720

$ (50,232)

$ 128,724

$ (19,494)

[1]	The tax effect on other comprehensive income is not material.

- Definition

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

+ References

+ Details

Inventories (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of current inventory

Inventories consisted of the following (in thousands):


	June 30, 2023		December 31, 2022
Raw materials	$	131,830	$	66,574
Finished goods	75,027		166,585
Total	$	206,857	$	233,159

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Aug. 04, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-39613
Entity Registrant Name	ARRAY TECHNOLOGIES, INC.
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		151,069,600
Entity Central Index Key	0001820721
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 1,651,000	$ 1,888,000
Temporary equity, par value (in dollars per share)	$ 0.001	$ 0.001
Temporary equity, shares authorized (in shares)	500,000	500,000
Temporary equity, shares issued (in shares)	419,259	406,389
Temporary equity, liquidation preference	$ 419,300,000	$ 406,400,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	4,500,000	4,500,000
Preferred Stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	151,048,790	150,513,104

Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

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

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


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding non-vested, December 31, 2022	1,700,824	$	13.81
Shares granted	802,130	17.65
Shares vested	(557,448)	12.47
Shares forfeited	(117,511)	15.07
Outstanding non-vested, June 30, 2023	1,827,995	$	15.57

The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the PSUs issued during the six months ended June 30, 2023 and 2022:


	2023		2022
Volatility	90	%	66	%
Risk-free interest rate	3.74	%	28.00	%
Dividend yield	—	%	—	%

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


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding non-vested, December 31, 2022	464,393	$	11.96
Shares granted	263,594	19.22
Shares vested	—	—
Shares forfeited	(1,465)	20.00
Outstanding non-vested, June 30, 2023	726,522	$	14.62

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net income (loss)	$ 64,808	$ (5,024)	$ 90,940	$ (30,961)
Preferred dividends and accretion	12,784	12,182	25,268	23,788
Net income (loss) to common shareholders	$ 52,024	$ (17,206)	$ 65,672	$ (54,749)
Basic:
Weighted average shares (in shares)	150,919	150,203	150,763	149,246
Income (loss) per share (in dollars per share)	$ 0.34	$ (0.11)	$ 0.44	$ (0.37)
Diluted:
Effect of restricted stock and performance awards (in shares)	1,210	0	1,207	0
Weighted average shares (in shares)	152,129	150,203	151,970	149,246
Income (loss) per share (in dollars per share)	$ 0.34	$ (0.11)	$ 0.43	$ (0.37)

Fair Value of Financial Instruments - Narrative (Details) $ in Millions	Jun. 30, 2023 USD ($)
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Other debt	$ 50.4
Variable Interest
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Other debt	34.6
Fixed Interest
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Other debt	15.8
Debt maturing in 2023	10.3
Debt maturing in 2024	5.5
Fair Value, Inputs, Level 3 \| Capped Call
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Derivative, fair value	$ 64.0

Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	64,808	$	(5,024)	$	90,940	$	(30,961)
Preferred dividends and accretion	12,784		12,182		25,268		23,788
Net income (loss) to common shareholders	$	52,024	$	(17,206)	$	65,672	$	(54,749)
Basic:
Weighted average shares	150,919		150,203		150,763		149,246
Income (loss) per share	$	0.34	$	(0.11)	$	0.44	$	(0.37)
Diluted:
Effect of restricted stock and performance awards	1,210		—		1,207		—
Weighted average shares	152,129		150,203		151,970		149,246
Income (loss) per share	$	0.34	$	(0.11)	$	0.43	$	(0.37)

Potentially dilutive common shares issuable pursuant to equity-based awards of 2,413 were not included for the six months ended June 30, 2022, as their potential effect was anti-dilutive given the Company generated a net loss to common shareholders.

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