Item 1. Financial Statements
Item 1. Financial Statements.
Array Technologies, Inc.
Condensed Consolidated Balance Sheets (unaudited)
(in thousands, except per share and share amounts)
March 31, 2025 December 31, 2024
ASSETS
Current assets
Cash and cash equivalents $ 348,324 $ 362,992
Restricted cash 1,169 1,149
Accounts receivable, net of allowance of $ 6,601 and $ 4,848 , respectively
282,575 275,838
Inventories, net 186,875 200,818
Prepaid expenses and other 157,348 157,927
Total current assets 976,291 998,724
Property, plant and equipment, net 28,740 26,222
Goodwill 164,221 160,189
Other intangible assets, net 176,347 181,409
Deferred income tax assets 16,049 17,754
Other assets 64,110 41,701
Total assets $ 1,425,758 $ 1,425,999
LIABILITIES, REDEEMABLE PERPETUAL PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 153,781 $ 172,368
Accrued expenses and other 77,576 91,183
Accrued warranty reserve 2,045 2,063
Income tax payable 8,734 5,227
Deferred revenue 120,225 119,775
Current portion of contingent consideration 2,528 1,193
Current portion of debt 34,472 30,714
Other current liabilities 9,132 15,291
Total current liabilities 408,493 437,814
Deferred income tax liabilities 21,634 21,398
Contingent consideration, net of current portion 5,179 7,868
Other long-term liabilities 17,311 18,684
Long-term warranty 5,021 4,830
Long-term debt, net of current portion 644,520 646,570
Total liabilities 1,102,158 1,137,164
1
Array Technologies, Inc.
Condensed Consolidated Balance Sheets (unaudited) (continued)
(in thousands, except per share and share amounts)
March 31, 2025 December 31, 2024
Commitments and contingencies (Note 11)
Series A Redeemable Perpetual Preferred Stock of $ 0.001 par value; 500,000 authorized; 468,122 and 460,920 shares issued as of March 31, 2025 and December 31, 2024, respectively; liquidation preference of $ 493.1 million at both dates
421,374 406,931
Stockholders’ equity
Preferred stock of $ 0.001 par value - 4,500,000 shares authorized; none issued at respective dates
— —
Common stock of $ 0.001 par value - 1,000,000,000 shares authorized; 152,512,805 and 151,951,652 shares issued at respective dates
151 151
Additional paid-in capital 286,079 297,780
Accumulated deficit ( 353,878 ) ( 370,624 )
Accumulated other comprehensive income ( 30,126 ) ( 45,403 )
Total stockholders’ equity ( 97,774 ) ( 118,096 )
Total liabilities, redeemable perpetual preferred stock and stockholders’ equity $ 1,425,758 $ 1,425,999
See accompanying Notes to Condensed Consolidated Financial Statements.
2
Array Technologies, Inc.
Condensed Consolidated Statements of Operations (unaudited)
(in thousands, except per share amounts)
Three Months Ended March 31,
2025 2024
Revenue $ 302,363 $ 153,403
Cost of revenue
Cost of product and service revenue 222,296 94,674
Amortization of developed technology 3,639 3,639
Total cost of revenue 225,935 98,313
Gross profit 76,428 55,090
Operating expenses
General and administrative 43,945 37,784
Change in fair value of contingent consideration ( 150 ) ( 735 )
Depreciation and amortization 5,349 9,627
Total operating expenses 49,144 46,676
Income from operations 27,284 8,414
Other expense, net 23 814
Interest income 3,319 3,680
Foreign currency gain (loss), net 689 ( 499 )
Interest expense ( 8,035 ) ( 8,940 )
Total other expense, net ( 4,004 ) ( 4,945 )
Income before income tax expense 23,280 3,469
Income tax expense 6,534 1,304
Net income 16,746 2,165
Preferred dividends and accretion 14,443 13,502
Net income (loss) to common shareholders $ 2,303 $ ( 11,337 )
Income (loss) per common share
Basic $ 0.02 $ ( 0.07 )
Diluted $ 0.02 $ ( 0.07 )
Weighted average number of common shares outstanding
Basic 152,076 151,351
Diluted 152,783 151,351
See accompanying Notes to Condensed Consolidated Financial Statements.
3
Array Technologies, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)
(in thousands)
Three Months Ended March 31,
2025 2024
Net income $ 16,746 $ 2,165
Foreign currency translation (1)
15,277 ( 19,242 )
Comprehensive income (loss) $ 32,023 $ ( 17,077 )
(1) There are no tax effects on foreign currency adjustments.
See accompanying Notes to Condensed Consolidated Financial Statements.
4
Array Technologies, Inc.
Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity
(unaudited)
(in thousands)
Three Months Ended March 31, 2025
Temporary Equity Permanent Equity
Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock
Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity
Balance at December 31, 2024 460 $ 406,931 — $ — 151,952 $ 151 $ 297,780 $ ( 370,624 ) $ ( 45,403 ) $ ( 118,096 )
Shares issued in connection with:
Vesting of restricted stock units — — — — 518 — — — — —
Employee purchase plan — — — — 43 — 222 — — 222
Equity-based compensation — — — — — — 2,798 — — 2,798
Tax withholding related to vesting of equity-based compensation — — — — — — ( 278 ) — — ( 278 )
Preferred cumulative dividends plus accretion 8 14,443 — — — — ( 14,443 ) — — ( 14,443 )
Net income — — — — — — — 16,746 — 16,746
Foreign currency translation — — — — — — — — 15,277 15,277
Balance at March 31, 2025 468 $ 421,374 — $ — 152,513 $ 151 $ 286,079 $ ( 353,878 ) $ ( 30,126 ) $ ( 97,774 )
5
Array Technologies, Inc.
Condensed Consolidated Statements of Changes in Redeemable Perpetual Preferred Stock and Stockholders’ Equity
(unaudited)
(in thousands)
Three Months Ended March 31, 2024
Temporary Equity Permanent Equity
Series A Redeemable Perpetual Preferred Stock Preferred Stock Common Stock
Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income
Total Stockholders’ Equity
Balance at December 31, 2023 432 $ 351,260 — $ — 151,242 $ 151 $ 344,517 $ ( 130,230 ) $ 44,810 $ 259,248
Shares issued in connection with:
Vesting of restricted stock units — — — — 460 — — — — —
Employee purchase plan — — — — 25 — 363 — — 363
Equity-based compensation — — — — — — 3,914 — — 3,914
Tax withholding related to vesting of equity-based compensation — — — — — — ( 1,722 ) — — ( 1,722 )
Preferred cumulative dividends plus accretion 7 13,502 — — — — ( 13,502 ) — — ( 13,502 )
Net income — — — — — — — 2,165 — 2,165
Foreign currency translation — — — — — — — — ( 19,242 ) ( 19,242 )
Balance at March 31, 2024 439 $ 364,762 — $ — 151,727 $ 151 $ 333,570 $ ( 128,065 ) $ 25,568 $ 231,224
See accompanying Notes to Condensed Consolidated Financial Statements.
6
Array Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
Three Months Ended March 31,
2025 2024
Operating activities
Net income $ 16,746 $ 2,165
Adjustments to reconcile net income to cash provided by operating activities:
Provision for bad debts 1,671 896
Deferred tax expense (benefit) 1,024 ( 13 )
Depreciation and amortization 5,932 10,125
Amortization of developed technology 3,639 3,639
Amortization of debt discount and issuance costs 1,506 1,553
Equity-based compensation 2,798 3,926
Change in fair value of contingent consideration ( 150 ) ( 735 )
Warranty provision 1,720 ( 1,138 )
Inventory reserve 839 600
Changes in working capital, net ( 48,784 ) 26,484
Net cash provided by (used in) operating activities ( 13,059 ) 47,502
Investing activities
Purchase of property, plant and equipment ( 2,352 ) ( 2,396 )
Retirement/disposal of property, plant and equipment — 10
Net cash used in investing activities ( 2,352 ) ( 2,386 )
Financing activities
Proceeds from issuance of other debt 7,862 2,283
Principal payments on other debt ( 7,294 ) ( 3,781 )
Principal payments on term loan facility ( 1,075 ) ( 1,070 )
Contingent consideration payments ( 1,204 ) ( 1,427 )
Other financing ( 14 ) ( 580 )
Net cash used in financing activities ( 1,725 ) ( 4,575 )
Effect of exchange rate changes on cash and cash equivalent balances 2,488 ( 2,001 )
Net change in cash and cash equivalents and restricted cash ( 14,648 ) 38,540
Cash and cash equivalents, and restricted cash beginning of period 364,141 249,080
Cash and cash equivalents and restricted cash, end of period $ 349,493 $ 287,620
See accompanying Notes to Condensed Consolidated Financial Statements.
7
Array Technologies, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Business
Array Technologies, Inc. (the “Company”) is a leading global provider of solar tracking technology to utility-scale and distributed generation customers, who construct, develop and operate solar PV sites, and is headquartered in Albuquerque, New Mexico.
On January 11, 2022, 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 (“Array Legacy Operations”) and the acquired operating segment (“STI Operations”) pertaining to STI.
2. Summary of Significant Accounting Policies
Basis of Accounting and Presentation
The accompanying unaudited condensed consolidated financial statements in this Quarterly Report 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”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of Array’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of results for the interim periods reported have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Array Technologies, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.
Inflation Reduction Act Vendor Rebates
On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law, which includes numerous green energy credits. The 45X advanced manufacturing production tax credit (“45X Credit”) was established as part of the IRA. The section 45X Credit is a per-unit tax credit that is earned over time for each
8
clean energy component domestically produced and sold by a manufacturer. The Company has, and will continue to enter into, arrangements with manufacturing vendors that produce section 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.”
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 product and service revenue on the condensed consolidated statements of operations. For vendor rebates related to past purchases that are owed to the Company upon execution of the agreement, the Company defers recognition of this portion of the rebate and recognizes the amounts as a reduction to cost of product and service revenue as future purchases occur.
As of March 31, 2025, the Company had an outstanding Vendor Rebate receivable of $ 116.7 million and $ 23.1 million, respectively, included in Prepaid expenses and other and Other Assets. As of December 31, 2024 the Company had an outstanding Vendor Rebate receivable of $ 115.5 million, included in Prepaid expenses and other.
Inflation Reduction Act 45X Credits
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 (“IAS 20”), as a reduction to production costs. The tax credit is recorded as a reduction to the Income tax payable on the condensed consolidated balance sheets dated March 31, 2025 and December 31, 2024.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets are measured at their respective fair values as of the acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date. The Company does not amortize goodwill but instead tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in the Company’s stock price or market capitalization.
Goodwill is assessed for impairment using either a qualitative assessment or quantitative approach to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. The qualitative assessment evaluates factors including macroeconomic conditions, industry-specific and company-specific considerations, legal and regulatory environments, and historical performance. If the Company cannot determine if it is more likely than not that the fair value of a reporting unit is greater than its carrying value, a quantitative assessment is performed. The quantitative approach compares the estimated fair value of the reporting unit to its carrying amount, including goodwill. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential.
When determining the fair value of a reporting unit using the quantitative approach, we determine the fair value of the reporting unit using an income approach based on discounted cash flows. The fair value determined
9
under the income approach is then compared to guideline publicly-traded companies (“GPC”) market place EBITDA multiples to corroborate the fair value of the reporting unit determined under the income approach.
During the three months ended March 31, 2025, the Company did not identify indicators of impairment.
Long-Lived Assets
In testing long-lived assets and goodwill for impairment, the Company first tests its long-lived assets for impairment, and then tests the goodwill of a reporting unit that includes the long-lived assets covered under the long-lived asset test for impairment. If an asset group includes only a portion of a reporting unit, the carrying amount of goodwill is not included in the asset group. The carrying values are adjusted, if necessary, for the result of each impairment test prior to performing the next test.
When events, circumstances or operating results indicate that the carrying values of long-lived assets might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to be generated from the underlying asset group and the cash flows resulting from the asset grouping’s eventual disposition. If the projections indicate that the underlying asset grouping is not expected to be recoverable, the estimated fair value of the asset group is determined. An impairment loss is recognized based on the difference between the carrying value of the asset group and its estimated fair value. The loss is allocated to the long-lived asset
During the three months ended March 31, 2025, the Company did not identify indicators of impairment.
Revenue Recognition
A majority of our revenue is recognized over time as work progresses, and for single performance obligations, we use an input measure, the cost-to-cost method, to determine progress. We review and update the contract related estimates on an ongoing basis and recognize adjustments for any project specific facts and circumstances that could impact the measurement of the extent of progress such as the total costs to complete the contracts, under the cumulative catch-up method. Due to the relatively short duration of our outstanding performance obligations, and our ability to estimate the remaining costs to be incurred, which are substantially all material costs covered under our material supply agreements with our suppliers, we have not recorded any material catch-up adjustments for the periods presented that would have impacted revenues or EPS related to revisions in our measurement of remaining progress of our performance obligations.
Research and Development
The Company incurs research and development costs while researching and developing new products and significant enhancements to existing products. Research and development costs consist primarily of personnel-related costs associated with our internal engineers, third-party consultants, materials and overhead. The Company expenses these costs as incurred prior to a respective product being ready for commercial production. Research and development expense was $ 2.4 million and $ 1.9 million during the three months ended March 31, 2025 and 2024, respectively.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation,
10
and modifies other income tax-related disclosures. The standard will become effective for the Company’s fiscal year ended December 31, 2025, with early adoption permitted. The Company will adopt this reporting standard with its annual report on Form 10-K for 2025 and expects no material impacts upon adoption.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 31, 2026, and for interim periods beginning after December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
3. Consolidated Balance Sheet Details
Inventories, net
Inventories consisted of the following (in thousands):
March 31, 2025 December 31, 2024
Raw materials $ 46,972 $ 60,588
Finished goods 139,903 140,230
Total Inventories $ 186,875 $ 200,818
The Company values inventory using the moving average cost method that approximates the first-in, first-out method (“FIFO”). As of March 31, 2025, inventory valued using moving average cost and FIFO was $ 158.0 million and $ 28.9 million, respectively. As of December 31, 2024, inventory valued using moving average cost and FIFO, was $ 154.4 million and $ 46.4 million, respectively.
Prepaid expenses and other current assets
The following table shows the components of prepaid expenses and other current assets (in thousands):
March 31, 2025 December 31, 2024
IRA vendor rebates $ 116,711 $ 115,458
Prepaid taxes 17,367 14,650
Other 23,270 27,819
Total Prepaid expenses and other current assets $ 157,348 $ 157,927
11
4. Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following (in thousands, except useful lives):
Estimated Useful Lives (Years) March 31, 2025 December 31, 2024
Land N/A $ 1,629 $ 1,585
Buildings and land improvements 15 - 39
10,609 9,108
Manufacturing equipment 7 28,090 27,853
Furniture, fixtures and equipment 5 - 7
4,680 4,287
Vehicles 5 643 603
Hardware 3 - 5
3,459 3,603
Construction in progress N/A 4,358 3,948
Total 53,468 50,987
Less: accumulated depreciation ( 24,728 ) ( 24,765 )
Property, plant and equipment, net $ 28,740 $ 26,222
Depreciation expense was $ 1.1 million and $ 0.9 million for the three months ended March 31, 2025 and 2024, respectively, of which $ 0.6 million and $ 0.5 million, respectively, was included in cost of product and service revenue and $ 0.5 million and $ 0.4 million, respectively, was included in depreciation and amortization on the accompanying condensed consolidated statements of operations.
5. Goodwill and Other Intangible Assets, Net
Goodwill
Changes in the carrying amount of goodwill by operating segment during the three months ended March 31, 2025, consisted of the following (in thousands):
Array Legacy Operations
STI Operations Total
Beginning balance
$ 69,727 $ 90,462 $ 160,189
Foreign currency translation — 4,032 4,032
Ending balance (1)
$ 69,727 $ 94,494 $ 164,221
(1) Goodwill attributable to Array Legacy Operations is net of cumulative impairments of $ 51.9 million. Goodwill attributable to STI Operations is net of cumulative impairments of $ 236.0 million.
The Company tests goodwill for impairment annually or more frequently 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. There were no indicators of impairment as of March 31, 2025.
Long Lived Assets
The Company assesses long-lived assets classified as “held and used,” including property, plant and equipment, lease assets and intangible assets for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable.
12
As of March 31, 2025, no events or circumstances were noted that would indicate the carrying amount of any of Array Legacy’s Operations and STI Operations assets may not be recoverable.
Other Intangible Assets, Net
Other intangible assets consisted of the following (in thousands, except useful lives):
Estimated Useful Lives (Years) March 31, 2025 December 31, 2024
Amortizable:
Developed technology 14 $ 203,800 $ 203,800
Computer software 3 15,904 15,826
Customer relationships 10 183,167 179,166
Backlog 1 17,630 16,877
Trade name 20 15,791 15,117
Total amortizable intangibles 436,292 430,786
Accumulated amortization:
Developed technology 127,101 123,462
Computer software 14,662 14,552
Customer relationships 108,309 102,541
Backlog 17,630 16,877
Trade name 2,543 2,245
Total accumulated amortization 270,245 259,677
Total amortizable intangibles, net 166,047 171,109
Non-amortizable:
Trade name 10,300 10,300
Total other intangible assets, net $ 176,347 $ 181,409
Amortization expense related to intangible assets was $ 8.5 million and $ 12.9 million for the three months ended March 31, 2025 and 2024, respectively, of which $ 3.6 million was included in amortization of developed technology, a component of cost of revenue, in both periods and $ 4.9 million and $ 9.3 million, respectively, was included in depreciation and amortization, on the accompanying condensed consolidated statements of operations.
13
Estimated future amortization expense of intangible assets as of March 31, 2025, is as follows (in thousands):
Amount
Remainder of 2025 $ 26,777
2026 29,980
2027 25,232
2028 25,232
2029 25,232
Thereafter 33,594
$ 166,047
6. Income Taxes
The Company follows guidance under ASC Topic 740-270 Income Taxes , which requires that an estimated annual effective tax rate is applied to year-to-date ordinary income (loss). At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The tax effect of discrete items is recorded in the quarter in which the discrete events occur.
The Company recorded income tax expense of $ 6.5 million and $ 1.3 million for the three months ended March 31, 2025 and 2024, respectively. The income tax expense for the three months ended March 31, 2025 was favorably impacted by lower profits in non-US jurisdictions and additional tax credits recorded during the period. Additionally, tax expense of $ 1.0 million related to equity-based compensation was recorded discretely. The tax expense for the three months ended March 31, 2024, was impacted by higher income reported in non-U.S. jurisdictions, and a tax expense of $ 0.4 million related to equity-based compensation recorded discretely.
As of March 31, 2025 and 2024, the balance of reserves for uncertain tax positions was $ 0.7 million and zero , respectively.
14
7. Debt
The following table summarizes the Company’s total debt (in thousands):
March 31, 2025 December 31, 2024
Senior Secured Credit Facility:
Term loan facility $ 232,800 $ 233,875
Revolving credit facility — —
Total secured credit facility 232,800 233,875
Convertible notes 425,000 425,000
Other debt 35,527 34,042
Total principal 693,327 692,917
Unamortized discount and issuance costs, total ( 14,335 ) ( 15,633 )
Current portion of debt ( 34,472 ) ( 30,714 )
Total long-term debt, net of current portion $ 644,520 $ 646,570
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, on February 26, 2021 and again on March 2, 2023 (the “Third Amendment”).
On May 1, 2025, Array Tech, Inc. and ATI Investment Sub, Inc., both wholly owned subsidiaries of the Company, entered into an amendment (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment, among other things, (i) refinanced the Revolving Credit Facility with new revolving commitments and loans thereunder and (ii) revised the Consolidated First Lien Secured Leverage Ratio as applicable under Section 7.09 (Financial Covenant) of the Credit Agreement from 7.10:1.00 to 5.50:1.00.
As amended by the Fourth Amendment, the Revolving Credit Facility has total commitments of $ 166 million and a maturity date of October 14, 2028; provided that if on July 15, 2027, the date that is 91 days prior to the stated maturity of the Term Loan Facility, all or any portion of the Term Loan Facility is outstanding, the Revolving Credit Facility will mature on such date.
Term Loan Facility
The outstanding balance on the Term Loan Facility was $ 232.8 million and $ 233.9 million as of March 31, 2025 and December 31, 2024, respectively. The Term Loan Facility is presented in the accompanying condensed consolidated balance sheets, net of debt discount and issuance costs of $ 7.1 million and $ 7.9 million as of March 31, 2025 and December 31, 2024, 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
15
effective interest method and the effective interest rate of the Term Loan Facility as of March 31, 2025, was 8.92 %. 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, 2024. The Term Loan Facility is due in October 2027.
Revolving Credit Facility
The Company had no outstanding balance under the Revolving Credit Facility at both March 31, 2025 and December 31, 2024. At March 31, 2025 and December 31, 2024 the Company had $ 38.7 million and $ 28.0 million, respectively, in standby letters of credit, and $ 161.3 million and $ 172.0 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 (each as defined in the Credit Agreement), one half of 1.00 % above the Federal Funds Rate (as defined in the Credit Agreement) or the Adjusted Term SOFR for one-month interest period, after giving effect to any floor plus 1.00 %, plus 2.25 %.
Convertible Notes
On December 3, 2021 and December 9, 2021, the Company completed a $ 425 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. As of March 31, 2025 and December 31, 2024, the principal balance of the Convertible Notes was $ 425.0 million with unamortized discount and issuance costs of $ 7.0 million and $ 7.5 million, respectively, for a net carrying amount of $ 418.0 million and $ 417.5 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. The Convertible Notes were not convertible during the three months ended March 31, 2025, 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 months ended March 31, 2025.
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 capped call option 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 $ 36.02 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, and remains currently, $ 36.02 per share.
16
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.
Other Debt
Other debt consists of the debt obligations of STI Operations (“Other Debt”). Interest rates on Other debt range from 2.63 % to 6.10 % annually. Of the $ 35.3 million carrying value of the Other debt balance as of March 31, 2025, $ 16.1 million is denominated in Euros and $ 19.2 million is denominated in U.S. dollar. These debt obligations mature between 2025 and 2027.
At March 31, 2025, STI Operations had three notes payable with a carrying value of $ 19.0 million outstanding, which resulted from reverse factoring arrangements with a bank. The notes payable mature within a year from issuance and are included in the carrying value of Other debt of $ 35.3 million.
8. Redeemable Perpetual Preferred Stock
Series A Redeemable Perpetual Preferred Stock
The Company entered into a Securities Purchase Agreement (the “SPA”), dated August 10, 2021 pursuant to which the Company issued 400,000 shares of its Series A Redeemable Perpetual Preferred Stock (the “Series A Shares”) and 9,000,000 shares of the Company’s common stock for an aggregate purchase price of approximately $ 395.4 million. 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 Term Loan Facility. The Series A Shares have no maturity date.
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 $ 7.2 million and $ 6.7 million for the three months ended March 31, 2025 and 2024, respectively.
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
17
accrual to the Liquidation Preference at the Accrued Regular Dividend Rate (each as defined below) of 6.25 %, or (iii) a combination thereof. Following the fifth anniversary of the Initial Closing, dividends on the Series A Shares 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 volume-weighted average share price (“VWAP”) of the Company’s common stock.
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 three months ended March 31, 2025, the Company accrued dividends on the Series A Shares at the Accrued Regular Dividend rate of 6.25 % totaling $ 7.2 million. As of March 31, 2025, total accrued and unpaid dividends were $ 68.1 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.
9. 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 March 31,
2025 2024
Over-time revenue $ 261,622 $ 124,336
Point in time revenue 40,741 29,067
Total revenue $ 302,363 $ 153,403
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
18
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. For certain customer contracts, billing can occur in advance of shipment, resulting in contract liabilities. 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 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):
March 31, 2025 December 31, 2024
Unbilled receivables $ 99,469 $ 94,045
The Company also receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities. The changes in contract liabilities, recorded within deferred revenue, 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):
March 31, 2025 December 31, 2024
Deferred revenue $ 120,225 $ 119,775
During the three months ended March 31, 2025, the Company converted $ 44.5 million in deferred revenue to revenue, which represented 37 % of the prior year’s deferred revenue balance. Included in deferred revenue as of December 31, 2024 are cash advances for signed contracts that begin several months subsequent to receiving the advance. In addition, deferred revenue includes paid extended warranty, which can be recognized upon expiration of the warranty.
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 months ended March 31, 2025 and 2024, the Company recognized zero and $ 1.9 million, respectively, in revenue from one customer for the sale of goods and services under bill-and-hold arrangements.
19
Remaining Performance Obligations
As of March 31, 2025, the Company had $ 631.2 million of remaining performance obligations. The Company expects to recognize revenue on 97 % of these performance obligations in the next twelve months .
10. Earnings Per Share
The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts):
Three Months Ended March 31,
2025 2024
Net income $ 16,746 $ 2,165
Less: preferred dividends and accretion 14,443 13,502
Net income (loss) to common shareholders $ 2,303 $ ( 11,337 )
Basic:
Weighted average shares 152,076 151,351
Income (loss) per share $ 0.02 $ ( 0.07 )
Diluted:
Effect of restricted stock and performance awards 707 —
Weighted average shares 152,783 151,351
Income (loss) per share $ 0.02 $ ( 0.07 )
Since the Company was in a loss position for the three months ended March 31, 2024, basic net loss per share to common shareholders is the same as diluted net loss per share to common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.
At March 31, 2025 and 2024, 1,107,733 and 2,736,244 respectively, of common stock equivalents were excluded from the calculation of diluted net loss per share to common stockholders, as they had an antidilutive effect.
There were no potentially dilutive common shares issuable pursuant to the Convertible Notes for both the three months ended March 31, 2025 and 2024, as the average market price of the Company’s common stock has not exceeded the exercise price since their issuance.
11. 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 (the “Plymouth Action”) was filed in the U.S. 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, as amended (the “Exchange Act”), and Rule
20
10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended (the “Securities Act”). 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, 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: (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.
On June 30, 2021, a substantially similar 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 Exchange Act, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Act, which was consolidated with the Plymouth Action.
All Defendants in the Plymouth Action, including the Company, moved to dismiss the consolidated amended complaint. On May 19, 2023, the court granted the Company’s motion to dismiss and, on July 5, 2023, denied a request from the Plymouth Action plaintiffs for leave to amend the consolidated amended complaint and dismissed the Plymouth Action in its entirety with prejudice.
On August 4, 2023, the lead plaintiffs filed a notice of appeal of the court’s dismissal of the consolidated amended complaint to the U.S. Court of Appeals for the Second Circuit. After full briefing, the court of appeals heard oral argument on June 26, 2024 and the case is still 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. The complaint alleges: (1) violations of Section 14(a) of the Exchange Act 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 Exchange Act.
On July 30, 2021, a second verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company. The complaint alleges: (1) violations of Section 14(a) of the Exchange Act 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 Southern District of New York derivative actions were consolidated, and the court appointed co-lead counsel. The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action.
On August 3, 2022, a verified derivative complaint was filed in the Court of Chancery of the State of Delaware against certain officers and directors of the Company, asserting claims for: (1) breach of fiduciary duty and (2) unjust enrichment.
On August 11, 2022, a second verified derivative complaint was filed with the Court of Chancery against certain officers and directors of the Company, 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.
21
On September 2, 2022, the derivative cases with the Court of Chancery were consolidated and the court appointed co-lead counsel. The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action.
The Company continues to believe the claims alleged in the actions are without merit and intends to continue to vigorously defend its position in these matters. The Company has not recorded any material loss contingency in the condensed consolidated balance sheets as of March 31, 2025.
Commercial Supplier Settlement
During March 2024, the Company reached a settlement with one of its vendors, in which the Company received $ 4.0 million in the form of a one-time $ 2.6 million cash payment due immediately, and $ 1.4 million in credits with the vendor which can be applied by the Company to future orders from the respective vendor. If the Company does not utilize all of the credits by January 2026, it will receive a one-time cash payment from the vendor for the remaining unused credit balance. During the three months ended March 31, 2024, the Company recognized a $ 4.0 million reduction to cost of revenue on the condensed consolidated statements of operations and had a receivable of $ 4.0 million included in Prepaid and other expenses, net on the condensed consolidated balance sheets. Subsequent to December 31, 2024, the Company has collected the remaining outstanding amount.
The Company is party to various other legal proceedings, claims, governmental and/or regulatory inspections, inquiries and investigations arising out of the ordinary course of its business. The Company believes that there are no other proceedings or claims pending against it, the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies (ASC 450). Legal costs are expensed as incurred. It is possible that future results for any particular quarter or annual period may be materially affected by changes in our assumption or the effectiveness of the Company’s strategies relating to these proceedings.
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 Tech, Inc. 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 March 31, 2025 and December 31, 2024, the fair value of the TRA was $ 7.7 million and $ 9.1 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.
22
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 March 31,
2025 2024
Beginning balance $ 9,061 $ 10,363
Payments ( 1,204 ) ( 1,427 )
Fair value adjustment ( 150 ) ( 735 )
Ending balance $ 7,707 $ 8,201
The TRA liability requires significant judgment and is classified as Level 3 in the fair value hierarchy.
Surety Bonds
As of March 31, 2025, the Company posted surety bonds in the total amount of $ 269.9 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.
12. Fair Value of Financial Instruments
The carrying values and estimated fair values of the Company’s debt financial instruments were as follows (in thousands):
March 31, 2025 December 31, 2024
Carrying Value Fair Value Carrying Value Fair Value
Convertible Notes $ 417,992 $ 311,661 $ 417,525 $ 311,525
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 fair value of the Term Loan Facility and Other Debt is estimated using Level 2 inputs. 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 $ 35.3 million, consists of variable and fixed rate obligations. Due to the relative short-term maturity of the fixed rate obligations, the Company believes the carrying value approximates fair value. The carrying value of the variable rate obligations approximates fair value due to the variable nature of the interest rates.
23
13. Equity-Based Compensation
2020 Equity Incentive Plan
On October 14, 2020, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective. The 2020 Plan authorized 6,683,919 new shares, subject to adjustments pursuant to the 2020 Plan.
Restricted Stock Units
Pursuant to the 2020 Plan, the Company grants time-based 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 three months ended March 31, 2025, was as follows:
Number of Shares Weighted Average Grant Date Fair Value
Outstanding non-vested, December 31, 2024 2,648,161 $ 10.97
Shares granted 2,326,733 6.18
Shares vested ( 588,453 ) 13.15
Shares forfeited ( 96,672 ) 12.59
Outstanding non-vested, March 31, 2025 4,289,769 $ 8.03
Performance Stock Units
The Company has granted performance-based restricted 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 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 three months ended March 31, 2025 and 2024:
2025 2024 (1)
Volatility 76 % — %
Risk-free interest rate 4.04 % — %
Dividend yield — % — %
(1) No PSUs were issued during the three months ended March 31, 2024.
PSU activity under the 2020 Plan during the three months ended March 31, 2025, was as follows:
Number of Shares Weighted Average Grant Date Fair Value
Outstanding non-vested, December 31, 2024 924,241 $ 12.76
Shares granted 638,222 6.60
Shares vested — —
Shares forfeited ( 17,859 ) 14.19
Outstanding non-vested, March 31, 2025 1,544,604 $ 9.53
24
For three months ended March 31, 2025 and 2024, the Company recognized $ 2.8 million and $ 4.0 million, respectively, in equity-based compensation costs. At March 31, 2025, the Company had $ 32.9 million of unrecognized compensation costs related to RSUs and PSUs, which are expected to be recognized over 2.4 years and 2.7 years, respectively.
14 Supplemental Cash Flow Information
Supplemental cash flow information consists of the following (in thousands):
Three Months Ended March 31,
2025 2024
Cash paid for interest $ 6,821 $ 11,300
Cash (refunded) paid for income taxes
( 1,791 ) 402
Non-cash investing and financing activities
Property, plant and equipment acquisitions funded by liabilities
2,122 1,627
Preferred Series A dividends and accretion
14,443 13,502
15 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 (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM is the Chief Executive Officer of the Company.
The Company works with engineering, procurement, and construction firms, to design a solar array to achieve the project’s desired power output. The Company provides the solar tracking system components, which include standard and nonstandard parts. The Company delivers the fully functioning tracker systems for the project sites and provides commissioning services. Although the solar array may use different components and technology depending on the geography and type of system, the Company conducts its operations in the United States (“U.S.”) and internationally, primarily in Spain and Brazil, and is expanding into other international markets through STI Operations.
The Company has two separate operating segments, Array Legacy Operations and STI Operations, which are also reportable segments. Array Legacy Operations consists primarily of amounts earned from the design, manufacture and sale of utility-scale solar tracker systems in the U.S., and STI Operations consists primarily of amounts earned from the design, manufacture and sale of utility-scale solar tracker systems outside of the U.S.
The Company’s CODM assesses the performance of each operating segment by using gross profit. This measure is also predominantly used in the annual budget and forecasting process. The CODM primarily uses the annual operating plan and the monthly financial results for Array Legacy Operations and STI Operations when making decisions about the allocation of operating and capital resources to each segment.
The following tables summarize the financial results by segment during the periods presented (in thousands):
Three Months Ended March 31, 2025
Array Legacy Operations
STI Operations
Consolidated
Segment revenue
$ 213,214 $ 89,149 $ 302,363
Less:
Product cost (1)
133,340 76,758 210,098
Amortization of developed technology
3,639 — 3,639
Depreciation
550 33 583
Other costs (2)
10,004 1,611 11,615
Gross profit
65,681 10,747 76,428
Total operating expenses
— — ( 49,144 )
Total other expense, net
— — ( 4,004 )
Income (loss) before income taxes
$ 23,280
Segment assets
1,005,615 420,143 1,425,758
Capital expenditures
2,214 138 2,352
Depreciation and amortization
6,901 2,670 9,571
Interest income
3,047 272 3,319
Interest expense
7,522 513 8,035
Three Months Ended March 31, 2024
Array Legacy Operations
STI Operations
Consolidated
Segment revenue
$ 114,381 $ 39,022 $ 153,403
Less:
Product cost (1)
56,579 30,152 86,731
Amortization of developed technology
3,639 — 3,639
Depreciation
510 24 534
Other costs (2)
4,567 2,842 7,409
Gross profit
49,086 6,004 55,090
Total operating expenses
— — ( 46,676 )
Total other expense, net
— — ( 4,945 )
Income (loss) before income taxes
$ 3,469
Segment assets
813,729 815,554 1,629,283
Capital expenditures
2,206 190 2,396
Depreciation and amortization
7,112 6,652 13,764
Interest income
1,814 1,866 3,680
Interest expense
8,195 745 8,940
(1) Includes 45X benefits realized.
(2) Other is primarily comprised of outbound freight and certain overhead costs. Outbound freight for the three months ended March 31, 2025 and 2024 for Array Legacy Operations was $ 9.9 million and $ 4.5 million, respectively.
16 Subsequent Events
On May 1, 2025, Array Tech, Inc. and ATI Investment Sub, Inc., both wholly owned subsidiaries of the Company, entered into the Fourth Amendment to the Credit Agreement. The Fourth Amendment, among other things, (i) refinanced the Revolving Credit Facility with new revolving commitments and loans thereunder and (ii) revised the Consolidated First Lien Secured Leverage Ratio as applicable under Section 7.09 (Financial Covenant) of the Credit Agreement from 7.10:1.00 to 5.50:1.00.
As amended by the Fourth Amendment, the Revolving Credit Facility has total commitments of $ 166 million and a maturity date of October 14, 2028; provided that if on July 15, 2027, the date that is 91 days prior to the stated maturity of the Term Loan Facility, all or any portion of the Term Loan Facility is outstanding, the Revolving Credit Facility will mature on such date.
25
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.