Commitments and Contingencies | 13. Commitments and Contingencies Purchase Commitments As of December 31, 2024, the Company had firm commitments to purchase inventories of approximately $23.8 million through Fiscal 2027. Certain inventory delivery dates and related payments are not scheduled; therefore, amounts under these firm purchase commitments will be payable upon the receipt of the related inventories. Lease Commitments See Note 14— Leases. Related Party Transactions On the Effective Date, Reorganized PrivateCo continues to own assets consisting of (i) all of the Company’s right, title, and interest in and to certain trademarks of the Company and (ii) assets owned by the Company relating to distributor support services ((i) and (ii) together, the “Retained Assets”) and certain income tax attributes that remained with Reorganized PrivateCo. Services Agreement between Reorganized PrivateCo and Operating Subsidiary On the Effective Date, Operating Subsidiary entered into a Services Agreement by and among Reorganized PrivateCo and Operating Subsidiary (the “Reorganized PrivateCo Services Agreement”). The Reorganized PrivateCo Services Agreement provides that, among other things, Operating Subsidiary will provide certain services to Reorganized PrivateCo, and Reorganized PrivateCo will provide the Operating Subsidiary’s distributors on a subcontracted basis and, where applicable, to Operating Subsidiary, certain ongoing services and transition services related to Reorganized PrivateCo’s distributor support services business. Reorganized PrivateCo will pay to Operating Subsidiary a service fee (the “Reorganized PrivateCo Services Fee”) of an amount in cash equal to 90% of Reorganized PrivateCo’s Income (as defined in the Reorganized PrivateCo Services Agreement) less itemized expenses incurred and actually paid in cash by Reorganized PrivateCo in direct support of Operating Subsidiary’s distributors and in Reorganized PrivateCo’s performance of the services (excluding the Reorganized PrivateCo Services Fees). The Company reported $0.4 and $1.7 million of DSS service fees in Other income, net, during the three and nine months ended December 31, 2024, respectively. Trademark License Agreement On the Effective Date, the Company entered into a Trademark License Agreement (the “Trademark License Agreement”) by and between Reorganized PrivateCo, as licensor, and the Company, as licensee. The Trademark License Agreement provides that, among other things, Reorganized PrivateCo grants the Company a non-exclusive, royalty-bearing, non-transferable, non-sublicensable (except to the Company’s affiliates), worldwide, perpetual (subject to the terms and conditions of the Trademark License Agreement), irrevocable (subject to the terms and conditions of the Trademark License Agreement), limited license, under all of its right, title and interest in and to the Capstone Trademarks (as defined in the Trademark License Agreement) to use the Capstone Trademarks solely in connection with the Business (as defined in the Trademark License Agreement). In consideration for the license, the Company pays Reorganized PrivateCo an annual royalty of $100,000. Reorganized PrivateCo may not assign the Capstone Trademarks to any third party without the Company’s consent, not to be unreasonably withheld, delayed or conditioned (subject to the terms and conditions of the Trademark License Agreement). If Reorganized PrivateCo does not use any of the Capstone Trademarks for six consecutive months, then the Capstone Trademarks will be assigned to the Company for no further consideration. Services Agreement between the Company and Operating Subsidiary On the Effective Date, the Company entered into a Services Agreement (the “Services Agreement”) by and among the Company and Operating Subsidiary. The Services Agreement provides, among other things, that the Company will provide certain services to Operating Subsidiary, in its capacity as a majority equity holder of Operating Subsidiary, and in consideration for the services provided by the Company, Operating Subsidiary will reimburse the Company for its reasonable audit, board and executive compensation expenses incurred in connection with being a publicly traded company (the “New Capstone Services Fee”). The New Capstone Services Fee will not exceed $2,500,000 per fiscal year (the “Services Fee Cap”), to be increased on April 1 of each year, beginning with April 1, 2024, by an amount equal to the greater of (a) 3.5000% and (b) the Consumer Price Index, as set by the U.S. Bureau of Labor Statistics and available on March 31 of each year; provided however, that for the Fiscal Year ending March 31, 2024, such amount was prorated based on the number of days in such fiscal year following the execution of the Reorganized PublicCo Services Agreement; provided, further, however, that such increase effective on April 1, 2024, was equal to 1.7500%. Service Agreement with CFGI Other Commitments The Company has agreements with certain of its distributors requiring that, if the Company renders parts obsolete in inventories the distributors own and hold in support of their obligations to serve fielded microturbines, then the Company is required to replace the affected stock at no cost to the distributors. While the Company has never incurred costs or obligations for these types of replacements, it is possible that future changes in the Company’s product technology could result in and yield costs to the Company if significant amounts of inventory are held at distributors. As of December 31, 2024, no significant inventories of this nature were held at distributors. Legal Matters Capstone Turbine Corporation v. Turbine International, LLC On February 3, 2020, Capstone Turbine Corporation filed suit against its former distributor, Turbine International, LLC (“Turbine Intl.”), in the Superior Court of California alleging breach of contract relating to the parties’ prior distributor relationship (which terminated at the end of March 2018) and Turbine Intl.’s failure to satisfy its payment obligations under certain financial agreements; namely an accounts receivable agreement and promissory note in favor of Capstone. The Company is seeking approximately $4.8M in compensatory damages, along with injunctive relief and attorney’s fees, interest, and costs. While the Court set a trial date for December 31, 2024, it subsequently ordered default judgments against Turbine International and struck its counterclaim, then ordered default judgements against the remaining defendants. The ability of Capstone to collect on the judgement is unclear, as the defendants are overseas or without U.S.-based assets. No liability was required to be recorded by the Company as of December 31, 2024, as the Company has prevailed in the legal matters. SEC Investigation In June 2023, prior to the issuance of the Company’s consolidated financial statements for the fiscal year ended March 31, 2023, the Audit Committee of the Company’s Board commenced an Investigation into certain accounting and internal control matters of the Company, principally focused on certain revenue recognition matters (the “Revenue Recognition Investigation”), and self-reported its findings to the Division of Enforcement of the SEC. Following the self-report, the SEC Enforcement Division commenced an investigation into the circumstances surrounding the restatement of the Company’s quarterly and annual financial statements (the “SEC Investigation”). The Audit Committee further self-reported its findings pursuant to an investigation into FPP related practices to the SEC. The Company is cooperating with the SEC in connection with its investigation. Investigations of this nature are costly and require management to devote considerable time and attention away from the ongoing operation of the business. The Company cannot predict the duration or outcome of this matter and has not recorded a liability as of December 31, 2024, as a loss cannot be reasonably estimated. Cal Microturbine Arbitration On March 13, 2024, Cal Microturbine, a current distributor of the Company, filed a complaint before the American Arbitration Association, seeking approximately $24.5 million in damages and alleging that the Company breached the Distributor Agreement between the parties and committed fraud in allowing another company, to sell, rent and service turbines in Cal Microturbine’s exclusive territory under the Distribution Agreement. On August 18, 2024, Cal Microturbine amended its complaint and reduced its damage claims to $18.8 million. On September 9, 2024, the Company filed a counterclaim against Cal Microturbine for $20.0 million, alleging various violations of the Distributor Agreement. On September 27, 2024, Cal Microturbine provided the second amendment to its complaint to increase its claims and damages to $25.0 million. The parties have completed selection of a three-person arbitration panel which set a hearing date in June 2025, with a backup date of September 2025. The parties engaged in mediation in November and December 2024, and they are in settlement discussions. Discovery, which was scheduled to begin in November 2024, has been stayed until the parties conclude mediation and their settlement discussions. A termination notice of the Distributor Agreement was issued on December 8, 2024, and has been extended while settlement discussions are ongoing. The Company has not recorded a liability as of December 31, 2024, as it is unable to estimate the possible loss or range of any possible loss. Spitzer v. Flexon, Jamison, Juric, Robinson, and Hencken On October 13, 2023, a putative securities class action was filed in the U.S. District Court for the Central District of California, captioned Spitzer v. Flexon, et al., Case No. 2:23-cv-08659, naming certain of the Company’s current and former directors and officers as defendants. The suit alleges various claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 based on allegedly false and misleading statements and allegedly inadequate disclosure regarding the Company’s business, operations and prospects and the circumstances leading up to the restatement of the Company’s quarterly and annual financial statements. The suit is purportedly brought on behalf of persons and entities that purchased or otherwise acquired the Company’s securities between June 14, 2021 and September 22, 2023, and seeks to recover unspecified compensatory damages and other relief, including attorney’s fees. The Company is not a named respondent in this matter and has not engaged legal counsel. In August 2024, Petitioners made an unprompted settlement demand. The action has been stayed since September 6, 2024 as the parties explored settlement. Expenses up to the $1.2 million amount have either been incurred or accrued. Mark Estrada and Ricardo Montalvo, vs. Capstone Green Energy LLC and Erick Kim In August 2024, two filings were made by the Bibiyan Law Group against Capstone and an individual supervisory employee at Capstone (to retain state court jurisdiction) on behalf of current and former non-exempt California Capstone employees. Both filings allege various pay violations including failure to pay overtime wages, failure to provide meal periods and breaks, and failure to issue accurate pay statements. The first action was filed with the Superior Court of the State of California and requests that the Court certify the non-exempt employees as a Class. The Court has not ruled on that request. Notably, Capstone has arbitration agreements in place with such current and former employees, which agreements include a class action waiver that it believes is enforceable. Accordingly, Capstone has moved that the Court compel arbitration, which Plaintiffs have opposed. The parties await the Court’s decision on the motion. The second filing was made with the Labor Development Workforce Agency (“Agency”). As the 65 days that the Agency had to accept the claim expired, Plaintiffs are able to pursue the claim privately under the Private Attorney General Act (“PAGA”). It is expected the Plaintiffs will file under PAGA if the Court rules to compel arbitration since mandatory arbitration provisions are not effective against the Agency. It is notable that recent PAGA reform creates uncertainty in two areas. First, under the reform statute, a defendant can now cap its potential penalties if it conducts an audit into the alleged violations and proposes remedial action. Capstone did conduct such an audit based on its review of the plaintiffs’ letter, its pay records, and its existing policies and procedures. The audit did not reveal any deficiencies. Second, under the reform statute, once the Plaintiffs begin to pursue the claims under PAGA, Capstone can request that the Agency conduct an early evaluation and assessment. It is unclear how the Agency will respond to Capstone’s request. The Company has not recorded a liability as of December 31, 2024, as the Company is unable to estimate the possible loss or range of any possible loss. The Company intends to fight the claims vigorously. DV Energy, LLC vs Capstone Green Energy Holdings, Inc, Capstone Turbine Corporation, Capstone Green Energy Corporation, and Capstone Green Energy, LLC. On August 26, 2024, DV Energy, LLC (“DV Energy”), a Capstone distributor in Russia, filed a lawsuit in the Superior Court of California, County of Los Angeles to recover a $0.7 million parts deposit, along with interest and legal fees. Among other things, DV Energy alleges breach of contract associated with a deposit that it made for a product order that Capstone was unable to deliver to it due to the imposition of U.S. sanctions following Russia’s invasion of Ukraine. DV Energy originally was an unsecured creditor in Capstone’s bankruptcy proceeding, but during settlement negotiations, DV Energy filed a complaint in state court. Capstone is disputing DV Energy’s state court claim based upon the terms of the contract. The Chapter 11 Bankruptcy court ordered the parties to reach a resolution on DV Energy’s claim as a pre-condition of closing the bankruptcy cases. As a result, the Chapter 11 Bankruptcy matters remain open. Interrogatories, discovery and settlement discussion pertaining to the state court litigation are ongoing. The parties continue settlement discussions. The value of the DV Energy deposit is recorded in the Company’s financial statements as a current liability as of December 31, 2024. |