3 unchanged sentences
(in thousands, except per share and share amounts)
−Removed: March 31, 2024 December 31, 2023
+Added: June 30, 2024 December 31, 2023
Current assets
31 unchanged sentences
(in thousands, except per share and share amounts)
−Removed: March 31, 2024 December 31, 2023
+Added: June 30, 2024 December 31, 2023
Commitments and contingencies (Note 11)
1 unchanged sentence
500,000 authorized;
−Removed: 439,596 and 432,759 shares issued as of March 31, 2024 and December 31, 2023, respectively;
+Added: 446,541 and 432,759 shares issued as of June 30, 2024 and December 31, 2023, respectively;
liquidation preference of $ 493.1 million at both dates
14 unchanged sentences
(in thousands, except per share amounts)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2024 2023 2024 2023
Revenue $ 255,766 $ 507,725 $ 409,169 $ 884,498
10 unchanged sentences
Income from operations 39,602 96,241 48,016 143,699
−Removed: Other income, net 814 194
+Added: Other (loss) income, net ( 1,794 ) 125 ( 980 ) 319
Interest income 4,782 1,468 8,462 2,699
−Removed: Foreign currency loss ( 499 ) ( 194 )
+Added: Foreign currency (loss) gain, net ( 468 ) 260 ( 967 ) 66
Interest expense ( 8,614 ) ( 11,577 ) ( 17,554 ) ( 22,308 )
4 unchanged sentences
Preferred dividends and accretion 13,749 12,784 27,251 25,268
−Removed: Net (loss) income to common shareholders $ ( 11,337 ) $ 17,151
−Removed: (Loss) income per common share
+Added: Net income to common shareholders $ 11,949 $ 52,381 $ 612 $ 69,532
+Added: Income per common share
Basic $ 0.08 $ 0.34 $ 0.00 $ 0.47
7 unchanged sentences
(in thousands)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2024 2023 2024 2023
Net income $ 25,698 $ 65,165 $ 27,863 $ 94,800
7 unchanged sentences
(in thousands)
−Removed: Three Months Ended March 31, 2024
+Added: Three Months Ended June 30, 2024
Temporary Equity Permanent Equity
1 unchanged sentence
Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity
−Removed: Balance at December 31, 2023 432 $ 351,260 — $ — 151,242 $ 151 $ 344,517 $ ( 130,230 ) $ 44,810 $ 259,248
+Added: Balance at March 31, 2024 439 $ 364,762 — $ — 151,727 $ 151 $ 333,570 $ ( 128,065 ) $ 25,568 $ 231,224
Equity-based compensation — — — — 148 — 559 — — 559
3 unchanged sentences
Foreign currency translation — — — — — — — — ( 43,768 ) ( 43,768 )
+Added: Balance at June 30, 2024 446 $ 378,512 — $ — 151,875 $ 151 $ 320,379 $ ( 102,367 ) $ ( 18,200 ) $ 199,963
+Added: Array Technologies, Inc.
+Added: Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity (continued)
+Added: (in thousands)
+Added: Three Months Ended June 30, 2023
+Added: Temporary Equity Permanent Equity
+Added: Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock
+Added: Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity
Balance at March 31, 2023 413 $ 312,054 — $ — 150,823 $ 150 $ 373,307 $ ( 237,835 ) $ 22,297 $ 157,919
+Added: Equity-based compensation — — — — 226 1 4,944 — — 4,945
+Added: Preferred cumulative dividends plus accretion 6 12,784 — — — — ( 13,541 ) — — ( 13,541 )
+Added: Net income — — — — — — — 65,165 — 65,165
+Added: Other comprehensive income — — — — — — — 23,912 23,912
+Added: Balance at June 30, 2023 419 $ 324,838 — $ — 151,049 $ 151 $ 364,710 $ ( 172,670 ) $ 46,209 $ 238,400
Array Technologies, Inc.
1 unchanged sentence
(in thousands)
−Removed: Three Months Ended March 31, 2023
+Added: Six Months Ended June 30, 2024
Temporary Equity Permanent Equity
Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock
−Removed: Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss
−Removed: Total Stockholders’ Equity
+Added: Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity
Balance at December 31, 2023 432 $ 351,260 — $ — 151,242 $ 151 $ 344,517 $ ( 130,230 ) $ 44,810 $ 259,248
Equity-based compensation — — — — 633 — 4,836 — — 4,836
+Added: Tax withholding related to vesting of equity-based compensation — — — — — — ( 1,722 ) — — ( 1,722 )
Preferred cumulative dividends plus accretion 14 27,252 — — — — ( 27,252 ) — — ( 27,252 )
1 unchanged sentence
Foreign currency translation — — — — — — — — ( 63,010 ) ( 63,010 )
−Removed: Balance at March 31, 2023 413 $ 312,054 — $ — 150,823 $ 150 $ 373,307 $ ( 237,835 ) $ 22,297 $ 157,919
+Added: Balance at June 30, 2024 446 $ 378,512 — $ — 151,875 $ 151 $ 320,379 $ ( 102,367 ) $ ( 18,200 ) $ 199,963
+Added: Array Technologies, Inc.
+Added: Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity (continued)
+Added: (in thousands)
+Added: Six Months Ended June 30, 2023
+Added: Temporary Equity Permanent Equity
+Added: Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock
+Added: Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity
+Added: Balance at December 31, 2022 406 $ 299,570 — $ — 150,513 150 383,176 ( 267,470 ) 8,425 124,281
+Added: Equity-based compensation — — — — 536 1 8,310 — — 8,311
+Added: Preferred cumulative dividends plus accretion and commitment fees 13 25,268 — — — — ( 26,776 ) — — ( 26,776 )
+Added: Net income — — — — — — — 94,800 — 94,800
+Added: Foreign currency translation — — — — — — — — 37,784 37,784
+Added: Balance at June 30, 2023 419 $ 324,838 — $ — 151,049 151 364,710 ( 172,670 ) 46,209 238,400
See accompanying Notes to Condensed Consolidated Financial Statements.
2 unchanged sentences
(in thousands)
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
Operating activities
Net income $ 27,863 $ 94,800
−Removed: Adjustments to net (loss) income:
+Added: Adjustments to net income:
Provision for bad debts 1,696 ( 141 )
−Removed: Deferred tax (benefit) expense ( 13 ) 3,002
+Added: Deferred tax benefit ( 3,501 ) ( 1,796 )
Depreciation and amortization 19,456 20,413
2 unchanged sentences
Equity-based compensation 4,836 8,311
−Removed: Contingent consideration gain ( 735 ) 1,338
+Added: Change in fair value of contingent consideration ( 232 ) 2,043
Warranty provision ( 61 ) 479
29 unchanged sentences
(in thousands)
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
Cash and cash equivalents, end of period $ 282,320 $ 155,966
17 unchanged sentences
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.
−Removed: The results for the three months ended March 31, 2024, are not necessarily indicative of results to be expected for the year ending December 31, 2024, or any other interim periods, or any future year or period.
+Added: The results for the three and six months ended June 30, 2024, are not necessarily indicative of results to be expected for the year ending December 31, 2024, or any other interim periods, or any future year or period.
The balance sheet as of December 31, 2023, included herein was derived from the audited financial statements as of that date.
5 unchanged sentences
Software Implementation Costs
−Removed: In the first quarter of 2024, the Company reclassified amounts recorded for software implementation costs and accumulated depreciation from “Property, plant and equipment, net” to “Intangible assets, net” on the condensed consolidated balance sheets.
−Removed: The Company believes this presentation correctly reflects the intangible nature of implementation costs.
−Removed: These reclassifications resulted in $ 7.1 million and $ 4.0 million recorded to Intangible assets, net as of March 31, 2024 and 2023, respectively, with corresponding decreases in the same amounts to Property, plant and equipment, net during the three months ended March 31, 2024 and 2023, respectively.
−Removed: These reclassifications did not impact the Company’s operating income (loss), net income (loss) or earnings (loss) per share for any current or historical periods.
−Removed: These reclassifications also did not impact the condensed consolidated statements of operations or condensed consolidated statements of cash flows.
+Added: During the first quarter the Company reclassified capitalized software costs recorded as Property, plant and equipment, net to Intangible assets, net on the condensed consolidated balance sheets.
+Added: The reclassification was recorded retrospectively and resulted in a $ 4.0 million increase to Intangible assets, net at December 31, 2023, with a corresponding decrease in the same amount to Property, plant and equipment, net.
+Added: These reclassifications did not impact the Company’s operating income (loss), net income (loss), earnings (loss) per share, or statements of cash flows for any current or historical periods.
Amortization of Developed Technology
−Removed: Beginning in the third quarter of 2023, the Company reclassified amounts recorded for amortization of certain acquired intangible assets in prior presentations from Total operating expenses under the caption "Depreciation and amortization" to Total cost of revenue under the caption "Amortization of developed technology" in the condensed consolidated statements of operations.
+Added: Beginning in the third quarter of 2023, the Company retrospectively reclassified amounts recorded for amortization of certain acquired intangible assets in prior presentations from Total operating expenses under the caption "Depreciation and amortization" to Total cost of revenue under the caption "Amortization of developed technology" in the condensed consolidated statements of operations.
The Company believes this presentation enhances the comparability of the Company’s financial statements to industry peers.
−Removed: These reclassifications would have resulted in a $ 3.6 million increase to Amortization of developed technology within Total cost of revenue and a corresponding $ 3.6 million decrease to Depreciation and amortization within Total operating expenses during the three months ended March 31, 2023.
These reclassifications did not impact the Company’s operating income (loss), net income (loss) or earnings (loss) per share for any current or historical periods.
1 unchanged sentence
Brazil Value-Added Tax Benefit
−Removed: Revenue in 2023, excludes a Brazil value-added tax benefit, Imposto sobre Circulação de Mercadorias e Servicos (“ICMS”), that has been reclassified and included in cost of revenues in the current year.
−Removed: For the three months ended March 31, 2023, the Brazil ICMS value-added tax benefit was $ 3.9 million.
+Added: Revenue in 2023, excludes a Brazil value-added tax benefit, Imposto sobre Circulação de Mercadorias e Servicos (“ICMS”), that has been reclassified and included in cost of revenues for all periods presented.
+Added: For the six months ended June 30, 2023, the Brazil ICMS value-added tax benefit was $ 13.2 million, which has been included in cost of sales.
This reclassification had no impact on the Company’s gross profit, income (loss) from operations, net income or income (loss) per common share in the current period.
These reclassifications also did not impact the condensed consolidated balance sheets or condensed consolidated statements of cash flows.
+Added: Divestiture of Investment in Equity Securities
+Added: In June 2024, we divested 100 % percent of our equity investment in preferred stock of a private company we purchased in 2021.
+Added: We received $ 12.0 million in proceeds for the divestiture in July 2024.
+Added: We recorded a receivable in the amount of $ 12.0 million included in Prepaid expenses and other on the condensed consolidated balance sheet at June 30, 2024.
+Added: No gain or loss resulted from this transaction.
Principles of Consolidation
11 unchanged sentences
The Company expenses these costs as incurred prior to a respective product being ready for commercial production.
−Removed: Research and development expense was $ 1.9 million and $ 2.1 million during the three months ended March 31, 2024 and 2023, respectively.
+Added: Research and development expense was $ 1.8 million and $ 2.3 million during the three months ended June 30, 2024 and 2023, respectively, and $ 3.7 million and $ 4.4 million during the six months ended June 30, 2024 and 2023, respectively.
Impact of the Ongoing Russian-Ukraine Conflict
2 unchanged sentences
Impact of Attacks on Shipping in the Red Sea
−Removed: Houthi rebels in Yemen have significantly stepped-up attacks against commercial vessels in the Bab-el-Mandeb strait between the Arabian peninsula and the Horn of Africa since late November of 2023, which has led to many shipping companies pausing shipments through the Suez Canal and the Red Sea.
−Removed: Many of these shipments are being redirected around the Cape of Good Hope in South Africa, adding between 3,000 to 3,500 nautical miles to routes connecting Europe with Asia.
−Removed: As an additional result of the reroute, certain ports could see crowding and delays in unloading shipments.
−Removed: We do not yet know the duration of these disruptions or the severity of their impact on our operations, but we continue to monitor the situation and evaluate our procurement strategy and supply chain to reduce any negative impact on our business, financial condition and results of operations.
−Removed: Inflationary pressures are expected to persist, at least in the near-term, and may negatively impact our results of operations.
−Removed: 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.
+Added: The disruption of container shipping traffic through the Red Sea has created port congestion, especially in Asia, again temporarily elongating transit times, capacity, and shipping costs for routes connecting the rest of the world with Asia.
+Added: To address the challenges arising from prolonged transit times, we have increased our local sourcing efforts where feasible within certain regions.
+Added: These measures are required to ensure we fulfill our delivery commitments to customer projects on time.
+Added: There is still uncertainly on how long these disruptions and the severity of their impact on our operations will last, but we continue to monitor the situation and evaluate our procurement and supply chain strategies, as to reduce any negative impact on our business, financial condition, and results of operations.
+Added: Inflationary pressures persist and may continue to negatively impact our results of operations.
+Added: To mitigate the inflationary pressures on our business, despite our ASPs decreasing due to the current deflationary environment for steel more than offsetting the inflationary environment for aluminum, we have continued to accelerate our productivity initiatives, expanded our supplier base, and continued to execute on our cost containment practices.
Vendor Rebates
3 unchanged sentences
The Company has, and will continue to, enter into arrangements with manufacturing vendors that produce 45X Credit eligible parts, in which the vendors agree to share a portion of the benefit received related to Array purchases, in the form of “Vendor Rebates”.
−Removed: The Company accounts for these Vendor Rebates as a reduction of the purchase prices of the vendors’ products and therefore a reduction in the cost of inventory until the inventory is sold, at which time the Company recognizes such rebates as a reduction of cost of revenues on the consolidated statements of operations.
−Removed: As of March 31, 2024, the Company had outstanding Vendor Rebates of $ 57.1 million, of which
−Removed: $ 45.9 million was included in Prepaid expenses and other and $ 11.2 million was included in Other assets on the condensed consolidated balance sheets.
+Added: The Company accounts for these Vendor Rebates as a reduction of the purchase prices of the vendors’ products and therefore a reduction in the cost of inventory until the inventory is sold, at which time the Company recognizes such rebates as a reduction of cost of revenues on the consolidated statements of
+Added: As of June 30, 2024, the Company had outstanding Vendor Rebates of $ 68.4 million, of which $ 45.8 million was included in Prepaid expenses and other and $ 22.6 million was included in Other assets on the condensed consolidated balance sheets.
As of December 31, 2023, the Company had outstanding Vendor Rebates of $ 48.4 million included in Prepaid expenses and other.
+Added: Inflation Reduction Act 45X Credits
+Added: The Company accounts for the 45X Advanced Manufacturing Production Credit established by the IRA, under IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, as a reduction to production costs.
+Added: The reduction to production costs, from the 45X Advanced Manufacturing Tax credit, is excluded from federal and state income taxes.
+Added: The tax credit is included in Prepaid and other assets on the condensed consolidated balance sheet dated June 30, 2024.
+Added: During the three months ended June 30, 2024, the Company concluded that certain parts manufactured by the Company qualify for the 45X Advanced Manufacturing Production Credits.
+Added: As a result, the Company recorded it an immaterial cumulative catch-up for 45X Advanced Manufacturing Production Credits related to torque tubes manufactured by the Company and sold from January 1, 2023 through March 31, 2024.
Foreign Currency Translation
15 unchanged sentences
The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The amendments in this ASU should be applied retrospectively to all periods presented unless it is impracticable.
−Removed: The Company is currently assessing the impact of the guidance on its financial statements.
+Added: The amendments in this ASU should be applied retrospectively to all periods presented
+Added: unless it is impracticable.
+Added: The Company is assessing the effect on our consolidated financial statement disclosures;
+Added: however, adoption will not impact our consolidated balance sheets or statements of operations.
In March 2023, the Company adopted ASU 2020-04 and 2022-06, Reference Rate Reform (Topic 848), and 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 ).
3 unchanged sentences
In connection with the pricing of the Convertible Notes, we entered into capped call transactions with the Option Counterparties.
−Removed: At issuance the Company concluded that the Capped Calls met the criteria for equity
−Removed: classification because they are indexed to the Company’s common stock and the Company has discretion to settle the Capped Calls in shares or cash.
+Added: At issuance the Company concluded that the Capped Calls met the criteria for equity classification because they are indexed to the Company’s common stock and the Company has discretion to settle the Capped Calls in shares or cash.
As a result, the amount paid for the Capped Calls was recorded as a reduction to additional paid-in capital.
3 unchanged sentences
During the three months ended December 31, 2023, after consultation with the staff of the Office of the Chief Accountant of the SEC, the Company concluded that the original equity classification accounting treatment was acceptable.
−Removed: As a result, the Company reclassified the derivative asset recognized at March 31, 2023, as a reduction to equity and reversed the related mark to market adjustments recognized during the three months ended March 31, 2023.
+Added: As a result, the Company reclassified the derivative asset recognized at June 30, 2023, as a reduction to equity and reversed the related mark to market adjustments recognized during the six months ended June 30, 2023.
Redeemable Perpetual Preferred Stock
2 unchanged sentences
During the fourth quarter of 2023, after consultation with the staff of the Office of the Chief Accountant of the SEC, the Company concluded that the original equity accounting classification was correct.
−Removed: As a result, the Company reclassified the derivative asset recognized during the three months ended March 31, 2023, as a reduction of equity and also reversed the related fair value adjustments.
−Removed: Management evaluated the above misstatements and concluded they were not material to the three months ended March 31, 2023, individually or in aggregate.
−Removed: The following tables reflect the effects of the correction on all affected line items of the Company’s previously reported condensed consolidated financial statements to be presented as comparative in the Form 10-Q for the three months ended March 31, 2024:
+Added: As a result, the Company reclassified the derivative asset recognized during the six months ended June 30, 2023, as a reduction of equity and also reversed the related fair value adjustments.
+Added: Management evaluated the above misstatements and concluded they were not material to the six months ended June 30, 2023, individually or in aggregate.
+Added: The following tables reflect the effects of the correction on all affected line items of the Company’s previously reported condensed consolidated financial statements to be presented as comparative in the Form 10-Q for the six months ended June 30, 2024:
Condensed Consolidated Statements of Operations (unaudited)
−Removed: Three Months Ended March 31, 2023
+Added: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023
(in thousands)
−Removed: As Previously Reported Adjustments As Corrected
+Added: As Previously Reported Adjustments As Corrected As Previously Reported Adjustments As Corrected
Change in fair value of derivative assets
1 unchanged sentence
Total other income (expense) ( 9,030 ) ( 694 ) ( 9,724 ) ( 20,480 ) 1,256 ( 19,224 )
−Removed: ( 11,450 ) 1,950 ( 9,500 )
−Removed: Income before income tax benefit 36,008 1,950 37,958
+Added: Income (loss) before income tax expense 87,211 ( 694 ) 86,517 123,219 1,256 124,475
Income tax expense (benefit)
6 unchanged sentences
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)
−Removed: Three Months Ended March 31, 2023
+Added: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023
(in thousands)
−Removed: As Previously Reported Adjustments As Corrected
+Added: As Previously Reported Adjustments As Corrected As Previously Reported Adjustments As Corrected
Net income $ 64,808 $ 357 $ 65,165 $ 90,940 $ 3,860 $ 94,800
1 unchanged sentence
Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity (unaudited)
−Removed: Three Months Ended March 31, 2023
+Added: Three Months Ended June 30, 2023
+Added: (in thousands)
+Added: Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity
+Added: As Previously Reported
+Added: Balance at March 31, 2023 $ 426,221 $ ( 241,338 ) $ 207,330
+Added: — 64,808 64,808
+Added: Balance at June 30, 2023 417,624 ( 176,530 ) 287,454
+Added: Balance at March 31, 2023 ( 52,914 ) 3,503 ( 49,411 )
+Added: Net income — 357 357
+Added: Balance at March 31, 2023 373,307 ( 237,835 ) 157,919
+Added: — 65,165 65,165
+Added: Balance at June 30, 2023 $ 364,710 $ ( 172,670 ) $ 238,400
+Added: Six Months Ended June 30, 2023
(in thousands) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity
5 unchanged sentences
— 90,940 90,940
−Removed: Balance at March 31, 2023 426,221 ( 241,338 ) 207,330
+Added: Balance at June 30, 2023 417,624 ( 176,530 ) 287,454
Correction of the Capped Call and Put Option errors
5 unchanged sentences
— 94,800 94,800
−Removed: Balance at March 31, 2023 $ 373,307 $ ( 237,835 ) $ 157,919
+Added: Balance at June 30, 2023 $ 364,710 $ ( 172,670 ) $ 238,400
Condensed Consolidated Statements of Cash Flows (unaudited)
−Removed: Three Months Ended March 31, 2023
+Added: Six Months Ended June 30, 2023
(in thousands) As Previously Reported Adjustments As Corrected
4 unchanged sentences
1,256 ( 1,256 ) —
+Added: Income tax payable
+Added: $ 9,830 $ 8 $ 9,838
Inventories consisted of the following (in thousands):
−Removed: March 31, 2024 December 31, 2023
+Added: June 30, 2024 December 31, 2023
Raw materials $ 47,140 $ 86,614
2 unchanged sentences
The Company values a portion of its inventory using the moving average cost method that approximates the first-in, first-out method (“FIFO”).
−Removed: As of March 31, 2024, inventory valued using moving average cost and FIFO was $ 141.4 million and $ 37.3 million, respectively.
+Added: As of June 30, 2024, inventory valued using moving average cost and FIFO was $ 137.1 million and $ 28.5 million, respectively.
As of December 31, 2023, inventory valued using moving average cost and FIFO, was $ 129.5 million and $ 32.5 million, respectively.
1 unchanged sentence
Property, plant and equipment consisted of the following (in thousands, except useful lives):
−Removed: Estimated Useful Lives (Years) March 31, 2024 December 31, 2023
+Added: Estimated Useful Lives (Years) June 30, 2024 December 31, 2023
Land N/A $ 1,636 $ 1,634
8 unchanged sentences
Property, plant and equipment, net $ 26,677 $ 27,893
−Removed: Depreciation expense was $ 0.9 million and $ 0.6 million for the three months ended March 31, 2024 and 2023, respectively, of which $ 0.5 million and $ 0.3 million, respectively, was included in cost of revenue and $ 0.4 million and $ 0.3 million, respectively, was included in depreciation and amortization on the accompanying condensed consolidated statements of operations.
+Added: Depreciation expense was $ 1.1 million and $ 0.6 million for the three months ended June 30, 2024 and 2023, respectively, of which $ 0.4 million and $ 0.3 million, respectively, was included in cost of revenue and $ 0.7 million and $ 0.3 million, respectively, was included in depreciation and amortization on the accompanying condensed consolidated statements of operations.
+Added: Depreciation expense was $ 2.0 million and $ 1.2 million for the six months ended June 30, 2024 and 2023, respectively, of which $ 0.9 million and $ 0.6 million, respectively, was included in cost of revenue and $ 1.1 million and $ 0.6 million, respectively, was included in depreciation and amortization on the accompanying condensed consolidated statements of operations.
Goodwill and Other Intangible Assets, Net
−Removed: Changes in the carrying amount of goodwill by operating segment during the three months ended March 31, 2024, consisted of the following (in thousands):
+Added: Changes in the carrying amount of goodwill by operating segment during the six months ended June 30, 2024, consisted of the following (in thousands):
Array Legacy Operations (1)
6 unchanged sentences
(1) Goodwill attributable to Array Legacy Operations is net of impairment of $ 51.9 million.
−Removed: 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.
−Removed: During our most recent evaluation, we concluded there were no indicators of impairment as of March 31, 2024.
+Added: 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, the Company noted facts and circumstances around its STI Operations, were indicative that the fair value of the STI reporting unit could be less than its carrying value.
+Added: Accordingly, with the assistance of a third-party specialist, the Company performed the first step of the goodwill impairment test (“Step One”).
+Added: Based on the results of the Step One test, the Company concluded there were no indicators of impairment as of June 30, 2024.
+Added: The Company concluded there were no indicators of impairment of the Array Legacy Operations operating unit as of June 30, 2024.
Other Intangible Assets, Net
Other intangible assets consisted of the following (in thousands, except useful lives):
−Removed: Estimated Useful Lives (Years) March 31, 2024 December 31, 2023
+Added: Estimated Useful Lives (Years) June 30, 2024 December 31, 2023
Developed technology 14 $ 203,800 $ 203,800
15 unchanged sentences
Total other intangible assets, net $ 307,591 $ 354,389
−Removed: Amortization expense related to intangible assets was $ 12.9 million and $ 13.9 million for the three months ended March 31, 2024 and 2023, respectively, of which $ 3.6 million was included in amortization of developed technology, a component of cost of revenue, in both periods and $ 9.3 million and $ 10.3 million, respectively, was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations.
−Removed: Estimated future amortization expense of intangible assets as of March 31, 2024, is as follows (in thousands):
+Added: Amortization expense related to intangible assets was $ 11.8 million and $ 12.6 million for the three months ended June 30, 2024 and 2023, respectively, of which $ 3.6 million was included in amortization of developed technology, a component of cost of revenue, in both periods and $ 8.1 million and $ 9.0 million, respectively, was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations.
+Added: Amortization expense related to intangible assets was $ 24.7 million and $ 26.5 million for the six months ended June 30, 2024 and 2023, respectively, of which $ 7.3 million was included in amortization of developed technology, a component of cost of revenue, in both periods and $ 17.4 million and $ 19.2 million, respectively, was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations.
+Added: Estimated future amortization expense of intangible assets as of June 30, 2024, is as follows (in thousands):
Remainder of 2024 $ 23,928
Thereafter 106,352
−Removed: Long-lived assets, including both amortizable and non-amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may
−Removed: not be recoverable.
−Removed: As of March 31, 2024, no events or circumstances were noted that would indicate the carrying amount of any of our asset groups may not be recoverable.
+Added: Long-lived assets, including both amortizable and non-amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable.
+Added: During the second quarter of 2024, the Company noted facts and circumstances around asset groups at its STI reporting unit were indicative that the fair value could be less than its carrying value.
+Added: The Company performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the STI asset groups to the net carrying value of the STI asset groups as of June 30, 2024.
+Added: The result of the recoverability test indicated the sum of the expected future undiscounted cash flows was greater than the carrying amount of the asset groups of the STI.
+Added: Accordingly, we concluded the asset groups of the STI reporting unit were not impaired as of June 30, 2024.
+Added: As of June 30, 2024, no events or circumstances were noted that would indicate the carrying amount of any of Legacy Array’s asset groups may not be recoverable.
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).
1 unchanged sentence
The tax effect of discrete items is recorded in the quarter in which the discrete events occur.
−Removed: The Company recorded income tax expense of $ 1.3 million and $ 8.3 million for the three months ended March 31, 2024 and 2023, respectively.
−Removed: The income tax expense for the three months ended March 31, 2024, was impacted by legislation in Brazil which resulted in a local tax incentive no longer being exempt from Federal income tax beginning in 2024.
−Removed: Additionally, tax expense of $ 0.4 million was recorded discretely during the quarter related to equity-based compensation.
−Removed: The tax expense for the three months ended March 31, 2023, was unfavorably impacted by higher income reported in non-U.S.
−Removed: jurisdictions, offset by a tax benefit of $ 0.4 million related to excess equity-based compensation recorded discretely during the quarter.
−Removed: For the three months ended March 31, 2024 and 2023, no reserves for uncertain tax positions have been recorded.
+Added: The Company recorded income tax expense of $ 7.8 million and $ 21.4 million for the three months ended June 30, 2024 and 2023, respectively, and an expense of $ 9.1 million and $ 29.7 million for the six months ended June 30, 2024 and 2023, respectively.
+Added: The income tax expense for the six months ended June 30, 2024, was impacted by legislation in Brazil which resulted in a local tax incentive no longer being exempt from Federal income tax beginning in 2024.
+Added: Additionally, tax expense of $ 0.5 million was recorded discretely related to equity-based compensation.
+Added: The tax expense for the six months ended June 30, 2023, was unfavorably impacted by higher income reported in non-U.S.
+Added: jurisdictions, offset by a tax benefit of $ 1.2 million related to excess equity-based compensation recorded discretely.
+Added: For the six months ended June 30, 2024 and 2023, no reserves for uncertain tax positions have been recorded.
The Company will continue to monitor this position each interim period.
The following table summarizes the Company’s total debt (in thousands):
−Removed: March 31, 2024 December 31, 2023
+Added: June 30, 2024 December 31, 2023
Senior Secured Credit Facility:
12 unchanged sentences
Revolving Credit Facility
−Removed: The Company had no outstanding balance under the Revolving Credit Facility as of both March 31, 2024 and December 31, 2023, $ 21.0 million and $ 24.8 million, respectively, in standby letters of credit, and $ 179.0 million and $ 175.2 million, respectively, available to withdraw.
+Added: The Company had no outstanding balance under the Revolving Credit Facility as of both June 30, 2024 and December 31, 2023, $ 15.9 million and $ 24.8 million, respectively, in standby letters of credit, and $ 184.1 million and $ 175.2 million, respectively, available to withdraw.
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
−Removed: The outstanding balance on the Term Loan Facility was $ 237.1 million and $ 238.2 million as of March 31, 2024 and December 31, 2023, respectively.
−Removed: The Term Loan Facility is presented in the accompanying condensed consolidated balance sheets, net of debt discount and issuance costs of $ 10.4 million and $ 11.3 million as of March 31, 2024 and December 31, 2023, respectively.
+Added: The outstanding balance on the Term Loan Facility was $ 236.0 million and $ 238.2 million as of June 30, 2024 and December 31, 2023, respectively.
+Added: The Term Loan Facility is presented in the accompanying condensed consolidated balance sheets, net of debt discount and issuance costs of $ 9.5 million and $ 11.3 million as of June 30, 2024 and December 31, 2023, 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 %.
−Removed: 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 March 31, 2024, was 10.21 %.
+Added: 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, 2024, was
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, 2023.
5 unchanged sentences
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.
−Removed: As of March 31, 2024 and December 31, 2023, the principal balance of the Convertible Notes was $ 425.0 million with unamortized discount and issuance costs of $ 8.9 million and $ 9.4 million, respectively, for a net carrying amount of $ 416.1 million and $ 415.6 million, respectively.
+Added: As of June 30, 2024 and December 31, 2023, the principal balance of the Convertible Notes was $ 425.0 million with unamortized discount and issuance costs of $ 8.4 million and $ 9.4 million, respectively, for a net carrying amount of $ 416.6 million and $ 415.6 million, respectively.
The conversion rate for the Convertible Notes was initially 41.9054 shares of the Company’s common stock per $ 1,000 principal amount of Convertible 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.
−Removed: The Convertible Notes were not convertible during the three months ended March 31, 2024, and none have been converted to date.
−Removed: 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 months ended March 31, 2024.
+Added: The Convertible Notes were not convertible during the six months ended June 30, 2024, and none have been converted to date.
+Added: 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, 2024.
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.
11 unchanged sentences
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.
−Removed: 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.
+Added: The Capped Calls expire on December 1, 2028, and terminate
+Added: 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.
7 unchanged sentences
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 $ 776 (the “Prepaid Forward Contract”).
−Removed: The Company used the net proceeds from the initial Closing to repay the $ 102.0 million outstanding balance under its existing
−Removed: Revolving Credit Facility and prepay $ 100.0 million of the Company’s Term Loan Facility.
+Added: 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.
3 unchanged sentences
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.
−Removed: Such accretion totaled $ 6.7 million and $ 6.1 million for the three months ended March 31, 2024 and 2023, respectively.
−Removed: 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.
+Added: Such accretion totaled $ 13.5 million and $ 12.4 million for the six months ended June 30, 2024 and 2023, respectively.
+Added: 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
+Added: Dividends”), or (iii) a combination thereof.
Following the fifth anniversary of the Initial Closing, dividends are payable only in cash.
4 unchanged sentences
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.
−Removed: During the three months ended March 31, 2024, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 % totaling $ 6.8 million.
−Removed: As of March 31, 2024, total accrued and unpaid dividends were $ 39.6 million.
+Added: During the six months ended June 30, 2024, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 % totaling $ 13.8 million.
+Added: As of June 30, 2024, total accrued and unpaid dividends were $ 46.5 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 .
5 unchanged sentences
The following table presents the Company’s disaggregated revenues (in thousands):
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2024 2023 2024 2023
Over-time revenue $ 209,598 $ 417,448 $ 333,934 $ 703,759
7 unchanged sentences
Contract assets consisting of unbilled receivables are recorded within accounts receivable, net on the condensed consolidated balance sheets on a contract-by-contract basis at the end of the reporting period and consisted of the following (in thousands):
−Removed: March 31, 2024 December 31, 2023
+Added: June 30, 2024 December 31, 2023
Unbilled receivables $ 78,505 $ 102,603
−Removed: The Company also receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities.
+Added: The Company also receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities recorded within Deferred revenue.
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):
−Removed: March 31, 2024 December 31, 2023
+Added: June 30, 2024 December 31, 2023
Deferred revenue $ 90,982 $ 66,488
−Removed: During the three months ended March 31, 2024, the Company converted $ 22.8 million in deferred revenue to revenue, which represented 34.3 % of the prior year’s deferred revenue balance.
+Added: During the six months ended June 30, 2024, the Company converted $ 30.5 million in deferred revenue to revenue, which represented 45.8 % of the prior year’s deferred revenue balance.
Bill-and-Hold Arrangements
6 unchanged sentences
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 .
−Removed: During the three months ended March 31, 2024 and 2023, the Company recognized $ 1.9 million and $ 17.6 million, respectively, in revenue from one customer for the sale of goods and services under bill-and-hold arrangements.
+Added: During the three and six months ended June 30, 2023, the Company recognized $ 3.5 million and $ 22.8 million, respectively, in revenue from one customer for the sale of goods and services under bill-and-hold arrangements.
+Added: During the three and six months ended June 30, 2024, the Company recognized $ 0.0 and $ 1.9
+Added: million, respectively, in revenue from one customer for the sale of goods and services under bill-and-hold arrangements.
Remaining Performance Obligations
−Removed: As of March 31, 2024, the Company had $ 396.9 million of remaining performance obligations.
+Added: As of June 30, 2024, the Company had $ 333.9 million of remaining performance obligations.
The Company expects to recognize revenue on 100 % of these performance obligations in the next twelve months .
1 unchanged sentence
The following table sets forth the computation of basic and diluted (loss) income per share (in thousands, except per share amounts):
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2024 2023 2024 2023
Net income $ 25,698 $ 65,165 $ 27,863 $ 94,800
preferred dividends and accretion 13,749 12,784 27,251 25,268
−Removed: Net (loss) income to common shareholders $ ( 11,337 ) $ 17,151
+Added: Net income to common shareholders $ 11,949 $ 52,381 $ 612 $ 69,532
Weighted average shares 151,797 150,919 151,574 150,763
2 unchanged sentences
Weighted average shares 152,207 152,129 152,170 151,970
−Removed: (Loss) income per share $ ( 0.07 ) $ 0.11
−Removed: Potentially dilutive common shares issuable pursuant to equity-based awards of 2,736,244 were not included for the three months ended March 31, 2024, as the Company generated a net loss to common shareholders.
−Removed: Common shares issuable pursuant to equity-based awards of 55,333 were excluded from the Company’s diluted EPS calculation for the three months ended March 31, 2023, as their to their potential impact was anti-dilutive.
−Removed: There were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the three months ended March 31, 2024 and 2023, as the average market price of the Company’s common stock has not exceeded the exercise price since their issuance.
+Added: Income per share $ 0.08 $ 0.34 $ — $ 0.46
+Added: Potentially dilutive common shares issuable pursuant to equity-based awards of 479,623 and 473,074 were not included for the three and six months ended June 30, 2024, respectively, as their potential impact was anti-dilutive.
+Added: Common shares issuable pursuant to equity-based awards of 52,609 and 57,263 were excluded from the Company’s diluted EPS calculation for the three and six months ended June 30, 2023, respectively, as their potential impact was anti-dilutive.
+Added: There were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the six months ended June 30, 2024 and 2023, as the average market price of the Company’s common stock has not exceeded the exercise price since their issuance.
Commitments and Contingencies
4 unchanged sentences
On May 14, 2021, a putative class action was filed in the U.S.
−Removed: District Court for the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Exchange Act of 1933 (“Plymouth Action”).
+Added: District Court for the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of
+Added: 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 complaint 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, and the Company’s March 2021 offering during the putative class period of October 14, 2020 through May 11, 2021.
A consolidated amended class action complaint was filed on December 7, 2021, with additional allegations regarding misstatements and/or omissions in:
−Removed: (1) in the Company’s Annual Report on Form 10-K and associated press release announcing
−Removed: results for the fourth quarter and full fiscal year 2020;
+Added: (1) 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 (2) in the Company’s November 5, 2020, and March 9, 2021, earnings calls.
4 unchanged sentences
Court of Appeals for the Second Circuit.
−Removed: The case has been fully briefed and a decision is expected after oral argument, which has yet to be scheduled.
+Added: After full briefing, the Court of Appeals heard oral argument on June 26, 2024 and the case is pending decision by the Court.
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.
18 unchanged sentences
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.
−Removed: The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of March 31, 2024.
+Added: The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of June 30, 2024.
Commercial Supplier Settlement
15 unchanged sentences
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.
−Removed: As of March 31, 2024 and December 31, 2023, the fair value of the TRA was $ 8.2 million and $ 10.4 million, respectively.
+Added: As of June 30, 2024 and December 31, 2023, the fair value of the TRA was $ 8.7 million and $ 10.4 million, respectively.
Estimating the amount of payments that may be made under the TRA is by nature imprecise.
5 unchanged sentences
The following table summarizes the activity related to the estimated TRA liability (in thousands):
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2024 2023 2024 2023
Beginning balance $ 8,201 $ 8,724 $ 10,363 $ 8,586
3 unchanged sentences
The TRA liability requires significant judgment and is classified as Level 3 in the fair value hierarchy.
−Removed: As of March 31, 2024, the Company posted surety bonds in the total amount of $ 173.5 million.
+Added: As of June 30, 2024, the Company posted surety bonds in the total amount of $ 197.8 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.
2 unchanged sentences
The carrying values and estimated fair values of the Company’s debt financial instruments were as follows (in thousands):
−Removed: March 31, 2024 December 31, 2023
+Added: June 30, 2024 December 31, 2023
Carrying Value Fair Value Carrying Value Fair Value
1 unchanged sentence
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.
−Removed: The fair value of the Term Loans and Other Debt is estimated using Level 2 inputs.
−Removed: 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.
+Added: The fair value of the Term Loan Facility and Other Debt is estimated using Level 2 inputs.
+Added: The carrying values of the Term Loan Facility 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 with an aggregate carrying value of $ 37.7 million, consists only of variable rate obligations.
7 unchanged sentences
The fair value of the RSUs is determined using the market value of the Company’s common stock on the grant date.
−Removed: RSU activity under the 2020 Plan during the three months ended March 31, 2024, was as follows:
+Added: RSU activity under the 2020 Plan during the six months ended June 30, 2024, was as follows:
Number of Shares Weighted Average Grant Date Fair Value
3 unchanged sentences
Shares forfeited ( 141,562 ) 15.11
−Removed: Outstanding non-vested, March 31, 2024 2,156,479 $ 13.77
+Added: Outstanding non-vested, June 30, 2024 1,951,594 $ 13.57
Performance Stock Units
4 unchanged sentences
Treasury Constant Maturity rates.
−Removed: The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the PSUs issued during the three months ended March 31, 2023:
+Added: 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, 2024 and 2023:
Volatility 79 % 90 %
1 unchanged sentence
Dividend yield — % — %
−Removed: (1) No PSUs were issued during the three months ended March 31, 2024.
−Removed: PSU activity under the 2020 Plan during the three months ended March 31, 2024, was as follows:
+Added: PSU activity under the 2020 Plan during the six months ended June 30, 2024, was as follows:
Number of Shares Weighted Average Grant Date Fair Value
3 unchanged sentences
Shares forfeited ( 128,399 ) 21.53
−Removed: Outstanding non-vested, March 31, 2024 579,765 $ 14.09
−Removed: For three months ended March 31, 2024 and 2023, the Company recognized $ 4.0 million and $ 3.3 million, respectively, in equity-based compensation costs.
−Removed: At March 31, 2024, the Company had $ 28.2 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.4 and 1.8 years, respectively.
+Added: Outstanding non-vested, June 30, 2024 1,150,390 $ 12.80
+Added: For three months ended June 30, 2024 and 2023, the Company recognized $ 0.8 million and $ 5.2 million, respectively, in equity-based compensation costs.
+Added: For six months ended June 30, 2024 and 2023, the Company recognized $ 4.8 million and $ 8.6 million, respectively, in equity-based compensation costs.
+Added: At June 30, 2024, the Company had $ 26.7 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.2 years each.
+Added: Deferred Compensation Plan
+Added: On May 21, 2024, the Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Array Technologies, Inc.
+Added: adopted the Array Tech, Inc.
+Added: Deferred Compensation Plan (the “Plan”).
+Added: The Plan is a non-qualified deferred compensation plan intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
+Added: Participation in the Plan is voluntary and is currently available to U.S.
+Added: employees of the Company and its subsidiaries at the level of Vice President and above.
+Added: The Plan allows participants to defer up to 50 % of their base salary and/or up to 100 % of their cash incentive compensation.
+Added: There is no maximum dollar limit on the amount that may be deferred by a participant in any year.
+Added: In addition, the Company will make a matching contribution to the Plan in respect of cash compensation that could not be recognized under the Company’s 401(k) plan due to the Code Section 401(a)(17) compensation limit ($ 0.3 million for 2024).
+Added: The Plan matching contribution will be equal to the matching contribution for the Company’s 401(k) plan for the applicable year.
+Added: Under the terms of the Plan, the Company may also provide discretionary contributions to participants annually as determined by the Committee.
+Added: The participants are 100%
+Added: vested in the amount they defer, and any Company contributions will vest fully on the second anniversary of the date on which the Company contribution was made.
+Added: Compensation deferred pursuant to the Plan, along with any Company contributions to the Plan, may be invested by participants in various investment fund vehicles, which mirror the investment fund vehicles offered to participants as part of the Company’s 401(k) plan.
+Added: Compensation deferred pursuant to the Plan will be distributed in accordance with elections made by the participant.
+Added: Participants may elect to receive distributions upon a separation from service or a specified date in the form of a lump sum payment or annual installment payments for up to ten years, for distributions following a separation from service, or five years, for distributions upon a specified date.
+Added: Compensation deferred pursuant to the Plan may also be distributed in the form of a lump sum benefit in the event of the participant’s death, disability, or unforeseeable emergency that results in “severe financial hardship,” as contemplated by Section 409A of the Code.
+Added: The Plan does not require the Company to establish any trust, escrow account, or other mechanism to hold the participant deferrals and Company contributions.
+Added: The obligations of the Company under the Plan are general unsecured obligations.
+Added: The Company may amend the Plan at any time, except that no such amendment or termination may adversely affect a participant’s right with respect to the amount of the participant’s accounts as of the date of such amendment or termination.
+Added: The Company may terminate the Plan at any time, in accordance with the requirements of Section 409A of the Code, and pay the participants their vested amounts in a single lump sum or on a schedule determined by the Committee.
14 Segment Reporting
4 unchanged sentences
Array Legacy Operations and STI Operations.
−Removed: 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 months ended March 31, 2024 and 2023 (in thousands):
−Removed: Three Months Ended March 31,
+Added: 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, 2024 and 2023 (in thousands):
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2024 2023 2024 2023
Array Legacy Operations $ 185,160 $ 345,261 $ 299,541 $ 650,465
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.