arry-202203310001820721--12-312022Q1TRUE00018207212022-01-012022-03-3100018207212022-05-10xbrli:shares
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 001-39613
ARRAY TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | | | | |
| Delaware | | | | 83-2747826 |
| (State or Other Jurisdiction) | | (I.R.S. Employer Identification No.) |
| | | | | |
| 3901 Midway Place NE | Albuquerque | | New Mexico | | 87109 |
| (Address of principal executive offices) | | (Zip Code) |
| | | | | | | | |
| (Registrant’s telephone number, including area code) | (505) | 881-7567 |
(Former name, former address and former fiscal year, if changed since last report) N/A
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.001 par value | | ARRY | | Nasdaq Global Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of May 10, 2022, there were 150,175,189 shares of common stock, par value $0.001 per share, issued and outstanding.
EXPLANATORY NOTE
On May 10, 2022, Array Technologies, Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 (the “Original Form 10-Q”). This Amendment No. 1 (the “Amendment”) amends the Original Form 10-Q solely to correct an administrative error in the content of Exhibit 31.1, Certification of the Chief Executive Officer, and Exhibit 31.2, Certification of the Chief Financial Officer (together, the “Certifications”), each as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). New Certifications with the appropriate corrections are filed as Exhibits 31.1 and 31.2 attached hereto, respectively.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-Q. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-Q. This Amendment is an exhibits-only filing. Except for Exhibits 31.1 and 31.2, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
PART II—OTHER INFORMATION
Item 6. Exhibits.
The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Quarterly Report.
Exhibit Index
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number | | Description of Document | | Form | | Date | | No. |
| 31.1* | | | | | | | | |
| 31.2* | | | | | | | | |
| 101.INS** | | XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document | | | | | | |
| 101.SCH** | | XBRL Taxonomy Extension Schema Document | | | | | | |
| 101.CAL** | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | |
| 101.DEF** | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | |
| 101.LAB** | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | |
| 101.PRE** | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | |
| 104** | | Cover Page Interactive Data Files | | | | | | |
* Filed herewith
**Furnished herewith
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 24, 2022
| | | | | | | | | | | |
| | | |
| ARRAY TECHNOLOGIES, INC. |
| | | |
| By: | /s/ Kevin G. Hostetler |
| | Kevin G. Hostetler |
| | Chief Executive Officer (Principal Executive Officer) |
