Cover Page
Cover Page - shares | 3 Months Ended | |
Jun. 28, 2024 | Jul. 30, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 28, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41617 | |
Entity Registrant Name | Nextracker Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-5047383 | |
Entity Address, Address Line One | 6200 Paseo Padre Parkway | |
Entity Address, City or Town | Fremont | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94555 | |
City Area Code | 510 | |
Local Phone Number | 270-2500 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Trading Symbol | NXT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001852131 | |
Document Fiscal Year Focus | 2025 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 143,438,606 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,908,827 |
Unaudited condensed consolidate
Unaudited condensed consolidated balance sheets - USD ($) $ in Thousands | Jun. 28, 2024 | Mar. 31, 2024 |
Current assets: | ||
Cash and cash equivalents | $ 471,879 | $ 474,054 |
Accounts receivable, net of allowance of $4,020 and $3,872, respectively | 401,937 | 382,687 |
Contract assets | 361,939 | 397,123 |
Inventories | 166,023 | 201,736 |
Other current assets | 295,633 | 312,635 |
Total current assets | 1,697,411 | 1,768,235 |
Property and equipment, net | 35,261 | 9,236 |
Goodwill | 328,381 | 265,153 |
Other intangible assets, net | 46,458 | 1,546 |
Deferred Income Tax Assets, Net | 463,003 | 438,272 |
Other assets | 56,415 | 36,340 |
Total assets | 2,626,929 | 2,518,782 |
Current liabilities: | ||
Accounts payable | 387,401 | 456,639 |
Accrued expenses | 69,028 | 82,410 |
Deferred revenue | 218,565 | 225,539 |
Current portion of long-term debt | 4,688 | 3,750 |
Other current liabilities | 123,275 | 123,148 |
Total current liabilities | 802,957 | 891,486 |
Long-term debt, net of current portion | 142,235 | 143,967 |
Tax receivable agreement (TRA) liability | 399,054 | 391,568 |
Other liabilities | 146,052 | 99,733 |
Total liabilities | 1,490,298 | 1,526,754 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Accumulated deficit | (2,944,878) | (3,066,578) |
Additional paid-in-capital | 4,066,773 | 4,027,560 |
Accumulated other comprehensive (loss) income | (522) | 17 |
Total Nextracker Inc. stockholders' equity | 1,121,387 | 961,013 |
Non-controlling interest | 15,244 | 31,015 |
Total stockholders' equity | 1,136,631 | 992,028 |
Total liabilities and stockholders' equity | 2,626,929 | 2,518,782 |
Common Class A | ||
Stockholders' equity: | ||
Class of common stock, price par value, shares authorized, issued and outstanding | 14 | 14 |
Common Class B | ||
Stockholders' equity: | ||
Class of common stock, price par value, shares authorized, issued and outstanding | $ 0 | $ 0 |
Unaudited condensed consolida_2
Unaudited condensed consolidated balance sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 28, 2024 | Mar. 31, 2024 |
Allowances for doubtful accounts | $ 4,020 | $ 3,872 |
Common Class A | ||
Common stock, par or stated value per share (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares, issued (in shares) | 143,391,305 | 140,773,223 |
Common stock, shares, outstanding (in shares) | 143,391,305 | 140,773,223 |
Common Class B | ||
Common stock, par or stated value per share (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares, issued (in shares) | 1,908,827 | 3,856,175 |
Common stock, shares, outstanding (in shares) | 1,908,827 | 3,856,175 |
Unaudited condensed consolida_3
Unaudited condensed consolidated statements of operations and comprehensive income - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 719,921 | $ 479,543 |
Cost of sales | 482,481 | 365,799 |
Gross profit | 237,440 | 113,744 |
Selling, general and administrative expenses | 60,827 | 34,235 |
Research and development | 16,519 | 5,629 |
Operating income | 160,094 | 73,880 |
Interest expense | 3,280 | 3,102 |
Other expense (income), net | 4,868 | (1,968) |
Income before income taxes | 151,946 | 72,746 |
Provision for income taxes | 27,152 | 9,101 |
Net income and comprehensive income | 124,794 | 63,645 |
Less: Net income attributable to non-controlling interests and redeemable non-controlling interests | 3,094 | 43,216 |
Net income attributable to Nextracker Inc. | $ 121,700 | $ 20,429 |
Earnings per share attributable to Nextracker Inc. common stockholders | ||
Basic (in USD per share) | $ 0.86 | $ 0.44 |
Diluted (in USD per share) | $ 0.84 | $ 0.43 |
Weighted-average shares used in computing per share amounts: | ||
Basic (in shares) | 142,102,503 | 46,411,859 |
Diluted (in shares) | 149,233,237 | 146,868,852 |
Unaudited condensed consolida_4
Unaudited condensed consolidated statements of stockholders' equity (deficit) and redeemable interest - USD ($) | Total | Preferred Stock Redeemable non-controlling interests | Common Stock Common Class A | Common Stock Common Class B | Additional paid-in-capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Total Nextracker Inc. stockholders' equity | Non-controlling interests |
Redeemable beginning balance at Mar. 31, 2023 | $ 3,560,628,000 | ||||||||
Beginning balance at Jun. 30, 2023 | $ (3,352,375,000) | $ 5,000 | $ 10,000 | $ 0 | $ (3,352,390,000) | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 45,886,065 | 98,204,522 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 20,429,000 | 43,216,000 | |||||||
Net income | 20,429,000 | 20,429,000 | |||||||
Stock-based compensation expense | 8,641,000 | 8,641,000 | |||||||
Vesting of Nextracker Inc. RSU awards (in shares) | 536,243 | ||||||||
TRA revaluation | 0 | ||||||||
Redemption value adjustment | 305,678,000 | ||||||||
Redemption value adjustment | (305,678,000) | (8,641,000) | (297,037,000) | ||||||
Redeemable end balance at Jun. 30, 2023 | $ 3,909,522,000 | ||||||||
End balance (in shares) at Jun. 30, 2023 | 46,422,308 | 98,204,522 | |||||||
Ending balance at Mar. 31, 2023 | (3,075,767,000) | $ 5,000 | $ 10,000 | 0 | (3,075,782,000) | ||||
Beginning balance at Jun. 28, 2024 | 1,136,631,000 | $ 14,000 | $ 0 | 4,066,773,000 | (2,944,878,000) | $ (522,000) | $ 1,121,387,000 | $ 15,244,000 | |
Beginning balance (in shares) at Mar. 31, 2024 | 140,773,223 | 3,856,175 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 121,700,000 | ||||||||
Net income | 124,794,000 | 121,700,000 | 121,700,000 | 3,094,000 | |||||
Stock-based compensation expense | 21,901,000 | 21,901,000 | 21,901,000 | ||||||
Vesting of Nextracker Inc. RSU awards (in shares) | 670,734 | ||||||||
Shares exchanged by non-controlling interest holders (in shares) | 1,947,348 | (1,947,348) | |||||||
Shares exchanged by non-controlling interest holders | 0 | 13,551,000 | 13,551,000 | (13,551,000) | |||||
TRA revaluation | 3,761,000 | 3,761,000 | 3,761,000 | ||||||
Tax distribution | (5,314,000) | (5,314,000) | |||||||
Total other comprehensive income | (539,000) | (539,000) | (539,000) | ||||||
End balance (in shares) at Jun. 28, 2024 | 143,391,305 | 1,908,827 | |||||||
Ending balance at Mar. 31, 2024 | $ 992,028,000 | $ 14,000 | $ 0 | $ 4,027,560,000 | $ (3,066,578,000) | $ 17,000 | $ 961,013,000 | $ 31,015,000 |
Unaudited condensed consolida_5
Unaudited condensed consolidated statements of cash flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 124,794 | $ 63,645 |
Depreciation and amortization | 941 | 1,046 |
Changes in working capital and other, net | (4,889) | 161,076 |
Net cash provided by operating activities | 120,846 | 225,767 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,890) | (694) |
Payment for business acquisition, net of cash acquired | (110,165) | 0 |
Net cash used in investing activities | (113,055) | (694) |
Cash flows from financing activities: | ||
Repayment of bank borrowings | (937) | 0 |
Payment of revolver issuance cost | (3,715) | 0 |
Distribution to non-controlling interest holders | (5,314) | 0 |
Net cash used in financing activities | (9,966) | 0 |
Net (decrease) increase in cash and cash equivalents | (2,175) | 225,073 |
Cash and cash equivalents beginning of period | 474,054 | 130,008 |
Cash and cash equivalents end of period | 471,879 | 355,081 |
Non-cash investing activities: | ||
Unpaid purchases of property and equipment | 612 | 155 |
Right-of-use assets obtained in exchange of lease liabilities | 11,161 | 0 |
Non-cash financing activity: | ||
TRA revaluation | $ 3,761 | $ 0 |
Description of Business and Org
Description of Business and Organization of Nextracker Inc | 3 Months Ended |
Jun. 28, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of business and organization of Nextracker Inc. | Description of business and organization of Nextracker Inc. Nextracker Inc. and its subsidiaries (“Nextracker”, “we”, the “Company”) is a leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and distributed generation solar projects around the world. Nextracker’s products enable solar panels in utility-scale power plants to follow the sun’s movement across the sky and optimize plant performance. Nextracker has operations in the United States, Brazil, Argentina, Peru, Mexico, Spain and other countries in Europe, India, Australia, the Middle East, and Africa. |
Summary of Accounting Policies
Summary of Accounting Policies | 3 Months Ended |
Jun. 28, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of accounting policies | Summary of accounting policies Variable interest entities (“VIE”) and consolidation The Company's sole material asset is its member’s interest in Nextracker LLC. In accordance with the Nextracker LLC Operating Agreement, the Company was named the managing member of Nextracker LLC. As a result, the Company has all management powers over the business and affairs of Nextracker LLC and to conduct, direct and exercise full control over the activities of Nextracker LLC. The Company has concluded that Nextracker LLC is a VIE. Due to the Company's power to control the activities most directly affecting the results of Nextracker LLC, the Company is considered the primary beneficiary of the VIE. Accordingly, the Company consolidates the financial results of Nextracker LLC and its subsidiaries. On January 2, 2024, Flex Ltd. (“Flex”) closed the spin-off of all its remaining interests in Nextracker LLC common units held by Yuma, Inc., a Delaware corporation (“Yuma”), Yuma Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Yuma (“Yuma Sub”), to Flex shareholders. As a result of the spin-off, Flex no longer directly or indirectly holds a financial interest in the Company. Nextracker LLC common units held by Yuma, Yuma Sub, TPG Rise Flash, L.P. (“TPG Rise”) and the following affiliates of TPG Inc. (“TPG”): TPG Rise Climate Flash Cl BDH, L.P., TPG Rise Climate BDH, L.P. and The Rise Fund II BDH, L.P. (collectively, the “TPG Affiliates”) were presented on the consolidated balance sheets as temporary equity under the caption “Redeemable non-controlling interests,” up until January 2, 2024 as redemption was outside of the control of the Company. Post January 2, 2024, redemption is no longer outside the control of the Company subsequent to the spin-off from Flex, and therefore the non-controlling interests owned by TPG Affiliates are now presented on the consolidated balance sheets as permanent equity under the caption “non-controlling interests.” Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC for reporting financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2024, contained in the Company’s Annual Report on Form 10-K (the "Form 10-K"). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary to present the Company's financial statements fairly have been included. Operating results for the three-month period ended June 28, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2025 or any future period. The condensed consolidated balance sheet as of March 31, 2024 was derived from the Company’s audited consolidated financial statements included in the Form 10-K. All intercompany transactions and accounts within Nextracker have been eliminated. The first quarters for fiscal years 2025 and 2024 ended on June 28, 2024 (89 days), and June 30, 2023 (91 days), respectively. Translation of foreign currencies The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company and its subsidiaries is primarily the USD. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other (income) expense, net in the accompanying condensed consolidated statements of operations and comprehensive income when realized. The company recognized $9.8 million of foreign currency exchange losses during the three-month period ended June 28, 2024, primarily driven by unfavorable exchange rate fluctuations in Latin America. The company recognized immaterial foreign currency exchange gains during the three-month period ended June 30, 2023. Use of estimates The preparation of 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 at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things: impairment of goodwill, impairment of long-lived assets, allowance for credit losses, provision for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation-related accruals, fair values of awards granted under stock-based compensation plans, valuation of goodwill and fair values of assets obtained and liabilities assumed in business combinations. Due to geopolitical conflicts (including the Russian invasion of Ukraine and the Israel-Hamas conflict), there has been and will continue to be uncertainty and disruption in the global economy and financial markets. The Company has made estimates and assumptions taking into consideration certain possible impacts due to the Russian invasion of Ukraine and the Israel-Hamas conflict. These estimates may change as new events occur and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the condensed consolidated financial statements. Accounting for business acquisitions From time to time, the Company pursues business acquisitions. The fair value of the net assets acquired and the results of the acquired businesses are included in the Company's condensed consolidated financial statements from the acquisition dates forward. The Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the reporting period. Estimates are used in accounting for, among other things, the fair value of acquired net operating assets, property and equipment, intangible assets, useful lives of plant and equipment and amortizable lives for acquired intangible assets. Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill. The Company estimates the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further review from management and may change materially between the preliminary allocation and end of the purchase price allocation period. Any changes in these estimates may have a material effect on the Company's condensed consolidated financial position and results of operations. Product warranty Nextracker offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging from five The following table summarizes the activity related to the estimated accrued warranty reserve for the three-month periods ended June 28, 2024 and June 30, 2023: Three-month periods ended June 28, 2024 June 30, 2023 (In thousands) Beginning balance $ 12,511 $ 22,591 Provision (release) for warranties issued 489 (1,582) Payments (1,360) (278) Ending balance $ 11,640 $ 20,731 Inventories Inventories are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Nextracker’s inventory primarily consists of finished goods to be used and to be sold to customers, including components procured to complete the tracker system projects. Other current assets Other current assets includes short-term deposits and advances of $57.8 million and $104.7 million as of June 28, 2024 and March 31, 2024, respectively, primarily related to advance payments to certain vendors for procurement of inventory. In addition, it includes $167.9 million and $125.4 million as of June 28, 2024 and March 31, 2024, respectively, in vendor rebates receivable related to the 45X Credit as described under the section “ Inflation Reduction Act of 2022 Vendor Rebates ” of Note 2 in the notes to the consolidated financial statements in the Form 10-K. Deferred tax assets Deferred tax assets of $463.0 million and $438.3 million as of June 28, 2024 and March 31, 2024, respectively, are primarily related to the Company's investment in Nextracker LLC. Accrued expenses Accrued expenses include accruals primarily for freight and tariffs of $42.8 million and $43.2 million as of June 28, 2024 and March 31, 2024, respectively. In addition, it includes $26.2 million and $39.2 million of accrued payroll as of June 28, 2024 and March 31, 2024, respectively. TRA liability TRA liability related to the amount expected to be paid to Flex, TPG and the TPG Affiliates pursuant to the Tax Receivable Agreement (as defined below), were $414.6 million and $391.6 million, as of June 28, 2024 and March 31, 2024, respectively, of which $15.5 million and zero, respectively, were included in other current liabilities on the condensed consolidated balance sheets. Other liabilities Other liabilities primarily consist of the long-term portion of standard product warranty liabilities of $6.4 million and $6.4 million, and the long-term portion of deferred revenue of $100.7 million and $69.3 million as of June 28, 2024 and March 31, 2024, respectively. Recently issued accounting pronouncement Accounting Standards Update 2023-07, Segment Reporting - Improvement to Reportable Segment Disclosures- In November 2023, the Financial Accounting Standards Board issued a new accounting standard which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The annual reporting requirements of the new standard is effective for the Company beginning in fiscal year 2025 and interim reporting requirements beginning in the first quarter of fiscal year 2026, with early adoption permitted. The Company expects to adopt the new guidance in the fourth quarter of fiscal year 2025 with an immaterial impact on its consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Jun. 28, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Based on Accounting Standards Codification (“ASC”) 606 provisions, the Company disaggregates its revenue from contracts with customers by those sales recorded over time and sales recorded at a point in time. The following table presents Nextracker’s revenue disaggregated based on timing of transfer—point in time and over time for the three-month periods ended June 28, 2024 and June 30, 2023: Three-month periods ended June 28, 2024 June 30, 2023 (In thousands) Timing of Transfer Point in time $ 10,720 $ 5,641 Over time 709,201 473,902 Total revenue $ 719,921 $ 479,543 Contract balances The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the condensed consolidated balance sheets. Nextracker’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. When billing occurs subsequent to revenue recognition, a contract asset results. Contract assets of $361.9 million and $397.1 million as of June 28, 2024 and March 31, 2024, respectively, are presented in the condensed consolidated balance sheets, of which $121.8 million and $141.4 million, respectively, will be invoiced at the end of the projects as they represent funds withheld until the products are installed by a third party, arranged by the customer, and the project is declared operational. The remaining unbilled receivables will be invoiced throughout the project based on a set billing schedule such as milestones reached or completed rows delivered. Contract assets decreased $35.2 million from March 31, 2024 to June 28, 2024 due to fluctuations in the timing and volume of billings for the Company’s revenue recognized over time. During the three-month periods ended June 28, 2024 and June 30, 2023, Nextracker converted $101.8 million and $71.4 million deferred revenue to revenue, respectively, which represented 35% and 34%, respectively, of the beginning period balance of deferred revenue. Remaining performance obligations As of June 28, 2024, Nextracker had $319.2 million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on approximately 68% of these performance obligations in the next 12 months. The remaining long-term unperformed obligation primarily relates to extended warranty and deposits collected in advance on certain tracker projects. |
Goodwill and intangible assets
Goodwill and intangible assets | 3 Months Ended |
Jun. 28, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill During three-month period ended June 28, 2024 the Company recorded $63.2 million of additional goodwill for its acquisition of Ojjo, Inc. ("Ojjo"), which closed on June 20, 2024. Refer to Note 11 for details on the acquisition. Other intangible assets During three-month period ended June 28, 2024, the total value of intangible assets increased by $45.0 million as a result of the Company's initial estimated value of intangible assets from the Ojjo acquisition. This acquisition contributed an additional $27.0 million of developed technology and $18.0 million of customer relationships. Refer to Note 11 for additional information. The components of identifiable intangible assets are as follows: As of June 28, 2024 As of March 31, 2024 Gross Accumulated Net Gross Accumulated Net (In thousands) Developed technology (1) $ 27,000 $ — $ 27,000 $ — $ — $ — Customer relationships (1) 18,000 — 18,000 — — — Trade name and other intangibles 3,000 (1,542) 1,458 3,000 (1,454) 1,546 Total $ 48,000 $ (1,542) $ 46,458 $ 3,000 $ (1,454) $ 1,546 (1) The amortization expense for the developed technology and customer relationships obtained from the Ojjo acquisition was immaterial for the three-month period ended June 28, 2024. The gross carrying amount of intangible assets are removed when fully amortized. Total intangible asset amortization expense recognized in operations was immaterial for the periods presented. The estimated future annual amortization expense for intangible assets is as follows: Fiscal year ending March 31, Amount (In thousands) 2025 (1) $ 5,126 2026 6,650 2027 6,650 2028 6,620 2029 6,475 Thereafter 14,937 Total amortization expense $ 46,458 (1) |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Jun. 28, 2024 | |
Share-Based Payment Arrangement, Additional Disclosure [Abstract] | |
Stock-based compensation | Stock-based compensation The Company adopted the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan in April 2022 (the “LLC Plan”), which provides for the issuance of options, unit appreciation rights, performance units, performance incentive units, restricted incentive units and other unit-based awards to employees, directors and consultants of the Company. Additionally, in connection with the IPO in February 2023, the Company approved the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (together with the LLC Plan, the “2022 Plan”) to reflect, among other things, that the underlying equity interests with respect to awards issued under the LLC Plan shall, in lieu of common units of Nextracker LLC, relate to Class A common stock of Nextracker for periods from and after the closing of the IPO. The following table summarizes the Company’s stock-based compensation expense: Three-month periods ended June 28, 2024 June 30, 2023 (In thousands) Cost of sales $ 3,780 $ 1,926 Selling, general and administrative expenses 15,287 6,715 Research and development 2,834 — Total stock-based compensation expense $ 21,901 $ 8,641 During the three-month period ended June 28, 2024, the Company granted 0.7 million time-based unvested restricted share units ("RSU") awards to certain of its employees under the 2022 Plan. The vesting for these unvested RSU awards is contingent upon time-based vesting with continued service over a three-year period from the grant date, with a portion of the awards vesting at the end of each year. The weighted average fair value per share of the RSUs granted during the period was estimated to be $49.75 per award. In addition, the Company also granted 0.4 million performance-based vesting ("PSU") awards whereby vesting is generally contingent upon (i) time-based vesting with continued service through March 31, 2027, and (ii) the achievement of certain metrics specific to the Company, which could result in a range of 0-300% of such PSUs ultimately vesting. The weighted average fair value per share of the PSUs granted during the period was estimated to be $58.30 per award. The fair value of these PSU awards granted during the three-month period ended June 28, 2024 was determined using Monte-Carlo simulation models, which is a probabilistic approach for calculating the fair value of the awards. Also, 0.3 million PSU awards related to the third tranche of performance-based awards granted in fiscal year 2023 met the criteria for a grant date under ASC 718 as the performance metrics for these awards were determined during the three-month period ended June 28, 2024. The weighted average fair value per share of these PSUs awards granted in fiscal year 2023 was estimated to be $76.17 per award, determined using a Monte-Carlo simulation model. Further, the Company granted 0.3 million option awards that will cliff-vest on the third anniversary of the grant date, subject generally to continuous service through such vesting date. The exercise price for the shares underlying such option is equal to $47.05 per award, which corresponds to the Company's closing price per share as of the grant date of the awards. The fair value of these option awards granted during the three-month period ended June 28, 2024 was estimated to be $29.05 based on a Black-Scholes option pricing model. Additionally, during the three-month period ended June 28, 2024, an immaterial number of awards were forfeited due to employee terminations. The total unrecognized compensation expense related to unvested awards under the 2022 Plan as of June 28, 2024 was approximately $150.2 million, which is expected to be recognized over a weighted-average period of approximately 1.9 years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Jun. 28, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Basic earnings per share excludes dilution and is computed by dividing net income attributable to Nextracker Inc. common stockholders by the weighted-average number of shares of Class A common stock outstanding during the applicable periods. Diluted earnings per share reflects the potential dilution from stock-based compensation awards. The potential dilution from awards was computed using the treasury stock method based on the average fair market value of the Company's common stock for the period. Additionally, the potential dilution impact of Class B common stock convertible into Class A was also considered in the calculation. The computation of earnings per share and weighted average shares outstanding of the Company's common stock for the period is presented below: Three-month periods ended June 28, 2024 June 30, 2023 Income Weighted average shares outstanding Per share Income Weighted average shares outstanding Per share Numerator Denominator Amount Numerator Denominator Amount (In thousands, except share and per share amounts) Basic EPS Net income attributable to Nextracker Inc. common stockholders $ 121,700 142,102,503 $ 0.86 $ 20,429 46,411,859 $ 0.44 Effect of Dilutive Impact Common stock equivalents from Options awards (1) 1,387,924 896,988 Common stock equivalents from RSUs (2) 1,463,182 885,710 Common stock equivalents from PSUs (3) 1,233,025 469,773 Income attributable to non-controlling interests and common stock equivalent from Class B common stock $ 3,094 3,046,603 $ 43,216 98,204,522 Diluted EPS Net income $ 124,794 149,233,237 $ 0.84 $ 63,645 146,868,852 $ 0.43 (1) During the three-month periods ended June 28, 2024 and June 30, 2023, approximately 0.8 million and 0.5 million of Options awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. (2) During the three-month periods ended June 28, 2024 and June 30, 2023, approximately 0.3 million and 0.4 million of RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. (3) During the three-month periods ended June 28, 2024 and June 30, 2023, approximately 0.7 million and 0.1 million of PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. |
Bank borrowings and long-term d
Bank borrowings and long-term debt | 3 Months Ended |
Jun. 28, 2024 | |
Debt Disclosure [Abstract] | |
Bank borrowings and long-term debt | Bank borrowings and long-term debt On June 21, 2024, the Company and Nextracker LLC (the "LLC"), as the borrower, entered into an amendment (the “Amendment”) to the credit agreement, dated as of February 13, 2023 ("2023 Credit Agreement" and, together with the Amendment, the "Amended 2023 Credit Agreement"). The Amendment amended the 2023 Credit Agreement to, among other things: (i) increase the aggregate revolving commitments from $500.0 million to $1.0 billion; (ii) provide for a $1.0 billion secured debt basket for surety bonds; (iii) increase the letter of credit capacity from $300.0 million to $500.0 million; and (iv) update various covenants, baskets and thresholds to provide more financing capacity and operational flexibility to the Company and the LLC. Subject to the satisfaction of certain conditions, the LLC may be permitted to request incremental term loan facilities under the credit facility from one or more lenders. As a result of the Amendment, the Company capitalized $4.9 million of issuance cost for the revolver included in other assets in the condensed consolidated balance sheets. As of June 28, 2024, no amounts were drawn under the revolving facility, additionally the Company was in compliance with all applicable covenants under its Amended 2023 Credit Agreement, the term loan and the revolving credit facility. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Jun. 28, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Litigation and other legal matters Nextracker has accrued for a loss contingency to the extent it believes that losses are probable and estimable. The amounts accrued are not material, but it is reasonably possible that actual losses could be in excess of Nextracker’s accrual. Any related excess loss could have a material adverse effect on Nextracker’s results of operations or cash flows for a particular period or on Nextracker’s financial condition. On February 6, 2024, pursuant to the Third Amended and Restated Limited Liability Company Agreement of Nextracker LLC (the “LLC Agreement”), Nextracker LLC made pro rata tax distributions in an aggregate amount of $94.3 million to the common members of the LLC, including an aggregate of $48.5 million to Yuma Acquisition Sub LLC and Yuma Subsidiary, Inc. As of the date of the tax distribution, Yuma Acquisition Sub LLC and Yuma Subsidiary Inc. were wholly-owned subsidiaries of Nextracker Inc. On February 1, 2024, Flex sent a dispute notice to Nextracker Inc. asserting that Flex is entitled to the distribution that was subsequently made to Yuma Acquisition Sub LLC and Yuma Subsidiary, Inc. and demanding payment of that amount to Flex. It is too early to determine the likelihood that the Company will be required to make any such payments to Flex in the future. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 28, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes The Company follows the guidance under ASC 740-270, "Interim Reporting," which requires a company to calculate the income tax associated with ordinary income using an estimated annual effective tax rate ("AETR"). At the end of each interim period, the Company applies the AETR to year-to-date (YTD) ordinary income (or loss) to arrive at the YTD income tax expense. The Company records the tax effect of discrete items in the quarter in which the discrete events occur. The following table presents income tax expense recorded by the Company along with the respective consolidated effective tax rates for each period presented. For the three-month period ended June 28, 2024, the difference between the effective tax rate and the U.S. statutory corporate tax rate of 21% is primarily attributable to the benefit of the foreign derived intangible income deduction and foreign tax credits, partially offset by U.S. state and local income taxes and jurisdictional mix of income between the U.S. and other operating jurisdictions. For the three-month period ended June 30, 2023, the difference between the effective tax rate and the U.S. statutory corporate tax rate of 21% is primarily attributable to certain non-controlling interests in Nextracker LLC, which is not taxable to Nextracker Inc. and its subsidiaries, partially offset by U.S. state and local income taxes and the jurisdictional mix of income between the U.S. and other operating jurisdictions. Three-month periods ended June 28, 2024 June 30, 2023 (In thousands, except percentages) Income tax 27,152 9,101 Effective tax rates 17.9 % 12.5 % The increase in tax expense as well as effective tax rate from the three-month period ended June 30, 2023 to the three-month period ended June 28, 2024 is driven by an increase in income before income taxes for the corresponding period and an increase in ownership of Nextracker LLC. Tax distributions During the three-month period ended June 28, 2024, and pursuant to the LLC Agreement, Nextracker LLC made pro rata tax distributions to its non-controlling interest holder (TPG) in the aggregate amount of approximately $5.3 million. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Jun. 28, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment reporting Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or a decision-making group, in deciding how to allocate resources and in assessing performance. Resource allocation decisions and Nextracker’s performance are assessed by its Chief Executive Officer, identified as the CODM. For all periods presented, Nextracker has one operating and reportable segment. The following table sets forth geographic information of revenue based on the locations to which the products are shipped: Three-month periods ended June 28, 2024 June 30, 2023 Revenue: (In thousands) U.S. $ 511,482 $ 270,338 Rest of the World 208,439 209,205 Total $ 719,921 $ 479,543 The United States is the principal country of domicile. |
Business acquisition
Business acquisition | 3 Months Ended |
Jun. 28, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Business acquisition | Business acquisitions Ojjo, Inc. On June 20, 2024, the Company acquired 100% of the interest in Ojjo in an all-cash transaction for approximately $110.2 million, net of $4.4 million cash acquired, with an additional $10.0 million deferred purchase price expected to be paid within a 12-month period, for an aggregate purchase consideration of approximately $120.2 million (subject to working capital and other customary purchase price adjustments). As part of the transaction, the Company incurred approximately $1.5 million of acquisition costs which are presented as selling, general and administrative expenses on the condensed consolidated statement of operations and comprehensive income. Ojjo is a renewable energy company specializing in foundation technology and services used in ground-mount applications for solar power generation. The acquisition of Ojjo expands the Company's addressable market opportunity by enabling the Company to support a wider set of customers and installations. The preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their preliminary estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. The goodwill is not deductible for income tax purposes. The results of operations of the acquisition were included in the Company’s condensed consolidated financial statements beginning on the date of acquisition, and the total amount of net income and revenue were not material to the condensed consolidated statements of operations and comprehensive income for the three-month period ended June 28, 2024. The Company is in the process of evaluating the fair value of the assets and liabilities related to this acquisition. Additional information, which existed as of the acquisition date, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the date of acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement period. The following represents the Company's preliminary allocation of the total purchase price to the acquired assets and liabilities of Ojjo (in thousands): Current assets $ 6,734 Property and equipment 23,493 Intangible assets 45,000 Goodwill 63,228 Other assets 4,633 Total assets 143,088 Current liabilities 16,889 Other liabilities, non-current 6,032 Total purchase price, net of cash acquired $ 120,167 Intangible assets are comprised of $27.0 million of developed technology to be amortized over an estimated useful life of ten years, and $18.0 million of customer relationships to be amortized over an estimated useful life of five years. Pro-forma results of operations have not been presented because the effects were not material to the Company’s condensed consolidated financial results for all periods presented. Solar Pile International On July 31, 2024, the Company closed the acquisition of the solar foundations business held by Solar Pile International ("SPI"). The acquisition was completed through the purchase of Spinex Systems Inc. and assets held by other SPI affiliates. The purchase price was approximately $48.0 million and includes approximately $6.0 million in contingent earnout. The acquisition includes fixed assets, intellectual property and other intangible assets, and key talent from the U.S., China and Australia. The acquisition is not expected to have a material impact to the Company's consolidated financial statements. The acquisitions of Ojjo and SPI expand the Company’s foundation offering by accelerating its capability to offer customers a more complete integrated solution for solar trackers and foundations. The development of any utility-scale project is a long and complex process. Foundations are a key part of every utility-scale solar project installation. In addition, projects are often confronted with unique challenges related to land use considerations and exceptional variation in subsurface conditions. The Company believes there is additional value for its customers in combining tracker systems and foundations to form an integrated solution, particularly for difficult and unique soil conditions. |
Summary Of Accounting Policies
Summary Of Accounting Policies (Policies) | 3 Months Ended |
Jun. 28, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable interest entities ("VIE") and consolidation | Variable interest entities (“VIE”) and consolidation The Company's sole material asset is its member’s interest in Nextracker LLC. In accordance with the Nextracker LLC Operating Agreement, the Company was named the managing member of Nextracker LLC. As a result, the Company has all management powers over the business and affairs of Nextracker LLC and to conduct, direct and exercise full control over the activities of Nextracker LLC. The Company has concluded that Nextracker LLC is a VIE. Due to the Company's power to control the activities most directly affecting the results of Nextracker LLC, the Company is considered the primary beneficiary of the VIE. Accordingly, the Company consolidates the financial results of Nextracker LLC and its subsidiaries. On January 2, 2024, Flex Ltd. (“Flex”) closed the spin-off of all its remaining interests in Nextracker LLC common units held by Yuma, Inc., a Delaware corporation (“Yuma”), Yuma Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Yuma (“Yuma Sub”), to Flex shareholders. As a result of the spin-off, Flex no longer directly or indirectly holds a financial interest in the Company. Nextracker LLC common units held by Yuma, Yuma Sub, TPG Rise Flash, L.P. (“TPG Rise”) and the following affiliates of TPG Inc. (“TPG”): TPG Rise Climate Flash Cl BDH, L.P., TPG Rise Climate BDH, L.P. and The Rise Fund II BDH, L.P. (collectively, the “TPG Affiliates”) were presented on the consolidated balance sheets as temporary equity under the caption “Redeemable non-controlling interests,” up until January 2, 2024 as redemption was outside of the control of the Company. Post January 2, 2024, redemption is no longer outside the control of the Company subsequent to the spin-off from Flex, and therefore the non-controlling interests owned by TPG Affiliates are now presented on the consolidated balance sheets as permanent equity under the caption “non-controlling interests.” |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC for reporting financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2024, contained in the Company’s Annual Report on Form 10-K (the "Form 10-K"). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary to present the Company's financial statements fairly have been included. Operating results for the three-month period ended June 28, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2025 or any future period. The condensed consolidated balance sheet as of March 31, 2024 was derived from the Company’s audited consolidated financial statements included in the Form 10-K. All intercompany transactions and accounts within Nextracker have been eliminated. The first quarters for fiscal years 2025 and 2024 ended on June 28, 2024 (89 days), and June 30, 2023 (91 days), respectively. |
Translation of foreign currencies | Translation of foreign currencies |
Use of estimates | Use of estimates The preparation of 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 at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things: impairment of goodwill, impairment of long-lived assets, allowance for credit losses, provision for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation-related accruals, fair values of awards granted under stock-based compensation plans, valuation of goodwill and fair values of assets obtained and liabilities assumed in business combinations. Due to geopolitical conflicts (including the Russian invasion of Ukraine and the Israel-Hamas conflict), there has been and will continue to be uncertainty and disruption in the global economy and financial markets. The Company has made estimates and assumptions taking into consideration certain possible impacts due to the Russian invasion of Ukraine and the Israel-Hamas conflict. These estimates may change as new events occur and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the condensed consolidated financial statements. |
Accounting for business acquisitions | Accounting for business acquisitions From time to time, the Company pursues business acquisitions. The fair value of the net assets acquired and the results of the acquired businesses are included in the Company's condensed consolidated financial statements from the acquisition dates forward. The Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the reporting period. Estimates are used in accounting for, among other things, the fair value of acquired net operating assets, property and equipment, intangible assets, useful lives of plant and equipment and amortizable lives for acquired intangible assets. Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill. The Company estimates the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further review from management and may change materially between the preliminary allocation and end of the purchase price allocation period. Any changes in these estimates may have a material effect on the Company's condensed consolidated financial position and results of operations. |
Product warranty | Product warranty Nextracker offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging from five The following table summarizes the activity related to the estimated accrued warranty reserve for the three-month periods ended June 28, 2024 and June 30, 2023: Three-month periods ended June 28, 2024 June 30, 2023 (In thousands) Beginning balance $ 12,511 $ 22,591 Provision (release) for warranties issued 489 (1,582) Payments (1,360) (278) Ending balance $ 11,640 $ 20,731 |
Inventories | Inventories Inventories are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Nextracker’s inventory primarily consists of finished goods to be used and to be sold to customers, including components procured to complete the tracker system projects. |
Recently issued accounting pronouncement | Recently issued accounting pronouncement Accounting Standards Update 2023-07, Segment Reporting - Improvement to Reportable Segment Disclosures- In November 2023, the Financial Accounting Standards Board issued a new accounting standard which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The annual reporting requirements of the new standard is effective for the Company beginning in fiscal year 2025 and interim reporting requirements beginning in the first quarter of fiscal year 2026, with early adoption permitted. The Company expects to adopt the new guidance in the fourth quarter of fiscal year 2025 with an immaterial impact on its consolidated financial statements. |
Summary Of Accounting Policie_2
Summary Of Accounting Policies (Tables) | 3 Months Ended |
Jun. 28, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Product Warranty | The following table summarizes the activity related to the estimated accrued warranty reserve for the three-month periods ended June 28, 2024 and June 30, 2023: Three-month periods ended June 28, 2024 June 30, 2023 (In thousands) Beginning balance $ 12,511 $ 22,591 Provision (release) for warranties issued 489 (1,582) Payments (1,360) (278) Ending balance $ 11,640 $ 20,731 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Jun. 28, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Nextracker's Revenue Disaggregation | The following table presents Nextracker’s revenue disaggregated based on timing of transfer—point in time and over time for the three-month periods ended June 28, 2024 and June 30, 2023: Three-month periods ended June 28, 2024 June 30, 2023 (In thousands) Timing of Transfer Point in time $ 10,720 $ 5,641 Over time 709,201 473,902 Total revenue $ 719,921 $ 479,543 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 3 Months Ended |
Jun. 28, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The components of identifiable intangible assets are as follows: As of June 28, 2024 As of March 31, 2024 Gross Accumulated Net Gross Accumulated Net (In thousands) Developed technology (1) $ 27,000 $ — $ 27,000 $ — $ — $ — Customer relationships (1) 18,000 — 18,000 — — — Trade name and other intangibles 3,000 (1,542) 1,458 3,000 (1,454) 1,546 Total $ 48,000 $ (1,542) $ 46,458 $ 3,000 $ (1,454) $ 1,546 (1) The amortization expense for the developed technology and customer relationships obtained from the Ojjo acquisition was immaterial for the three-month period ended June 28, 2024. |
Summary of Future Annual Amortization Expense | The estimated future annual amortization expense for intangible assets is as follows: Fiscal year ending March 31, Amount (In thousands) 2025 (1) $ 5,126 2026 6,650 2027 6,650 2028 6,620 2029 6,475 Thereafter 14,937 Total amortization expense $ 46,458 (1) |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Jun. 28, 2024 | |
Share-Based Payment Arrangement, Additional Disclosure [Abstract] | |
Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs | The following table summarizes the Company’s stock-based compensation expense: Three-month periods ended June 28, 2024 June 30, 2023 (In thousands) Cost of sales $ 3,780 $ 1,926 Selling, general and administrative expenses 15,287 6,715 Research and development 2,834 — Total stock-based compensation expense $ 21,901 $ 8,641 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Jun. 28, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The computation of earnings per share and weighted average shares outstanding of the Company's common stock for the period is presented below: Three-month periods ended June 28, 2024 June 30, 2023 Income Weighted average shares outstanding Per share Income Weighted average shares outstanding Per share Numerator Denominator Amount Numerator Denominator Amount (In thousands, except share and per share amounts) Basic EPS Net income attributable to Nextracker Inc. common stockholders $ 121,700 142,102,503 $ 0.86 $ 20,429 46,411,859 $ 0.44 Effect of Dilutive Impact Common stock equivalents from Options awards (1) 1,387,924 896,988 Common stock equivalents from RSUs (2) 1,463,182 885,710 Common stock equivalents from PSUs (3) 1,233,025 469,773 Income attributable to non-controlling interests and common stock equivalent from Class B common stock $ 3,094 3,046,603 $ 43,216 98,204,522 Diluted EPS Net income $ 124,794 149,233,237 $ 0.84 $ 63,645 146,868,852 $ 0.43 (1) During the three-month periods ended June 28, 2024 and June 30, 2023, approximately 0.8 million and 0.5 million of Options awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. (2) During the three-month periods ended June 28, 2024 and June 30, 2023, approximately 0.3 million and 0.4 million of RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. (3) During the three-month periods ended June 28, 2024 and June 30, 2023, approximately 0.7 million and 0.1 million of PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Jun. 28, 2024 | |
Income Tax Disclosure [Abstract] | |
Summary of Effective Income Tax Rate Reconciliation | The following table presents income tax expense recorded by the Company along with the respective consolidated effective tax rates for each period presented. For the three-month period ended June 28, 2024, the difference between the effective tax rate and the U.S. statutory corporate tax rate of 21% is primarily attributable to the benefit of the foreign derived intangible income deduction and foreign tax credits, partially offset by U.S. state and local income taxes and jurisdictional mix of income between the U.S. and other operating jurisdictions. For the three-month period ended June 30, 2023, the difference between the effective tax rate and the U.S. statutory corporate tax rate of 21% is primarily attributable to certain non-controlling interests in Nextracker LLC, which is not taxable to Nextracker Inc. and its subsidiaries, partially offset by U.S. state and local income taxes and the jurisdictional mix of income between the U.S. and other operating jurisdictions. Three-month periods ended June 28, 2024 June 30, 2023 (In thousands, except percentages) Income tax 27,152 9,101 Effective tax rates 17.9 % 12.5 % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Jun. 28, 2024 | |
Segment Reporting [Abstract] | |
Summary of Geographic Information of Revenue | The following table sets forth geographic information of revenue based on the locations to which the products are shipped: Three-month periods ended June 28, 2024 June 30, 2023 Revenue: (In thousands) U.S. $ 511,482 $ 270,338 Rest of the World 208,439 209,205 Total $ 719,921 $ 479,543 |
Business acquisition (Tables)
Business acquisition (Tables) | 3 Months Ended |
Jun. 28, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following represents the Company's preliminary allocation of the total purchase price to the acquired assets and liabilities of Ojjo (in thousands): Current assets $ 6,734 Property and equipment 23,493 Intangible assets 45,000 Goodwill 63,228 Other assets 4,633 Total assets 143,088 Current liabilities 16,889 Other liabilities, non-current 6,032 Total purchase price, net of cash acquired $ 120,167 |
Summary Of Accounting Policie_3
Summary Of Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Product Warranty Liability [Line Items] | |||
Gain (loss), foreign currency transaction, before tax | $ 9,800,000 | $ 0 | |
Short-term deposits and advances | 57,800,000 | $ 104,700,000 | |
Receivable, after rebate | 167,900,000 | 125,400,000 | |
Accrued Freight and Tariffs | 42,800,000 | 43,200,000 | |
Accrued payroll | 26,200,000 | 39,200,000 | |
Tax receivable agreement (TRA) liability | 399,054,000 | 391,568,000 | |
Other Noncurrent Liabilities | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty liability non current | 6,400,000 | 6,400,000 | |
Contract with customers liability non current | 100,700,000 | 69,300,000 | |
Nextracker Inc | |||
Product Warranty Liability [Line Items] | |||
Deferred tax assets and other assets non current | 463,000,000 | 438,300,000 | |
Tax Receivable Agreement | |||
Product Warranty Liability [Line Items] | |||
Tax receivable agreement (TRA) liability | 414,600,000 | 391,600,000 | |
Tax Receivable Agreement | Other Current Liabilities | |||
Product Warranty Liability [Line Items] | |||
Tax receivable agreement (TRA) liability | $ 15,500,000 | $ 0 | |
Minimum | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty term | 5 years | ||
Maximum | |||
Product Warranty Liability [Line Items] | |||
Standard product warranty term | 10 years |
Summary Of Accounting Policie_4
Summary Of Accounting Policies - Summary of Product Warranty (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Beginning balance | $ 12,511 | $ 22,591 |
Provision (release) for warranties issued | 489 | (1,582) |
Payments | (1,360) | (278) |
Ending balance | $ 11,640 | $ 20,731 |
Revenue - Summary of Nextracker
Revenue - Summary of Nextracker's Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 719,921 | $ 479,543 |
Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,720 | 5,641 |
Over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 709,201 | $ 473,902 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 361,939 | $ 397,123 | |
Unbilled receivables current | 121,800 | $ 141,400 | |
Contract with customer, asset, cumulative catch-up adjustment to revenue, change in measure of progress | (35,200) | ||
Contract with customer liability revenue recognized | $ 101,800 | $ 71,400 | |
Percentage of revenue recognized | 35% | 34% | |
Revenue, remaining performance obligation, amount | $ 319,200 | ||
Revenue, remaining performance obligation, percentage | 68% |
Goodwill and intangible asset_2
Goodwill and intangible assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 28, 2024 | Mar. 31, 2024 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 48,000 | $ 3,000 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 27,000 | 0 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 18,000 | $ 0 |
Ojjo, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill acquired during period | 63,200 | |
Finite-lived intangible assets, period increase (decrease) | 45,000 | |
Ojjo, Inc. | Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | 27,000 | |
Ojjo, Inc. | Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | 18,000 | |
Gross carrying amount | $ 18,000 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Mar. 31, 2024 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 48,000 | $ 3,000 |
Accumulated amortization | (1,542) | (1,454) |
Total amortization expense | 46,458 | 1,546 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 27,000 | 0 |
Accumulated amortization | 0 | 0 |
Total amortization expense | 27,000 | 0 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 18,000 | 0 |
Accumulated amortization | 0 | 0 |
Total amortization expense | 18,000 | 0 |
Trade name and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,000 | 3,000 |
Accumulated amortization | (1,542) | (1,454) |
Total amortization expense | $ 1,458 | $ 1,546 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Summary of Future Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Mar. 31, 2024 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2025 | $ 5,126 | |
2026 | 6,650 | |
2027 | 6,650 | |
2028 | 6,620 | |
2029 | 6,475 | |
Thereafter | 14,937 | |
Total amortization expense | $ 46,458 | $ 1,546 |
Stock-based compensation - Addi
Stock-based compensation - Additional information (Details) - Two Thousand and Twenty Two Nextracker Plan - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 28, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 150.2 | |
Weighted-average period over which cost not yet recognized is expected to be recognized | 1 year 10 months 24 days | |
Common stock equivalents from RSUs | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period (in shares) | 0.7 | |
Award vesting period | 3 years | |
Granted (in USD per share) | $ 49.75 | |
PSU | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period (in shares) | 0.4 | 0.3 |
Granted (in USD per share) | $ 58.30 | $ 76.17 |
Employee Stock Option | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross (in shares) | 0.3 | |
Share-based compensation arrangement, option, exercise price range, outstanding, weighted average exercise price (in USD per share) | $ 47.05 | |
Weighted average grant date fair values (in USD per share) | $ 29.05 | |
Minimum | PSU | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Range of options awards vesting percentage | 0% | |
Maximum | PSU | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Range of options awards vesting percentage | 300% |
Stock-based compensation - Sche
Stock-based compensation - Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 21,901 | $ 8,641 |
Cost of Sales [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 3,780 | 1,926 |
Selling, General and Administrative Expenses [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 15,287 | 6,715 |
Research and development | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 2,834 | $ 0 |
Earnings per share - Schedule o
Earnings per share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Basic EPS | ||
Net income available to Nextracker Inc common stockholders, Income numerator | $ 121,700 | $ 20,429 |
Net income available to Nextracker Inc common stockholders, Weighted average shares outstanding (in shares) | 142,102,503 | 46,411,859 |
Net income available to Nextracker Inc common stockholders, Per share amount (in USD per share) | $ 0.86 | $ 0.44 |
Effect of Dilutive Impact | ||
Income attributable to non-controlling interests, Income numerator | $ 3,094 | $ 43,216 |
Income attributable to non-controlling interest and common stock equivalent from Class B common stock , Weighted average shares outstanding (in shares) | 3,046,603 | 98,204,522 |
Diluted EPS | ||
Net income available to Nextracker Inc. common stockholders, Income numerator | $ 124,794 | $ 63,645 |
Net income and comprehensive income, Weighted average shares outstanding (in shares) | 149,233,237 | 146,868,852 |
Net income and comprehensive income, Per Share (in USD per share) | $ 0.84 | $ 0.43 |
Common stock equivalents from option awards | ||
Effect of Dilutive Impact | ||
Common stock equivalents (in shares) | 1,387,924 | 896,988 |
Diluted EPS | ||
Income attributable to non-controlling interest and common stock equivalent from Class B common stock , Weighted average shares outstanding (in shares) | 800,000 | 500,000 |
Common stock equivalents from RSUs | ||
Effect of Dilutive Impact | ||
Common stock equivalents (in shares) | 1,463,182 | 885,710 |
Diluted EPS | ||
Income attributable to non-controlling interest and common stock equivalent from Class B common stock , Weighted average shares outstanding (in shares) | 300,000 | 400,000 |
Common stock equivalents from PSUs | ||
Effect of Dilutive Impact | ||
Common stock equivalents (in shares) | 1,233,025 | 469,773 |
Diluted EPS | ||
Income attributable to non-controlling interest and common stock equivalent from Class B common stock , Weighted average shares outstanding (in shares) | 700,000 | 100,000 |
Bank borrowings and long-term_2
Bank borrowings and long-term debt - Additional information (Details) - USD ($) $ in Millions | Jun. 28, 2024 | Jun. 21, 2024 | Jun. 20, 2024 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 1,000 | ||
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing, capacity | 1,000 | $ 500 | |
Revolving Credit Facility | Line of Credit | Other Assets | |||
Debt Instrument [Line Items] | |||
Debt issuance cost | $ 4.9 | ||
Letter of Credit | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing, capacity | $ 500 | $ 300 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Feb. 06, 2024 USD ($) |
Noncontrolling Interest [Line Items] | |
Noncontrolling interest, pro rata tax distribution to noncontrolling interest holders | $ 94.3 |
Yuma, Inc | |
Noncontrolling Interest [Line Items] | |
Noncontrolling interest, pro rata tax distribution to noncontrolling interest holders | $ 48.5 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 27,152 | $ 9,101 |
Effective tax rates | 17.90% | 12.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | 3 Months Ended |
Jun. 28, 2024 USD ($) | |
Income Tax Disclosure [Abstract] | |
Proceeds from (payments to) noncontrolling interests | $ 5.3 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) - segment | 3 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 1 | 1 |
Segment Reporting - Summary of
Segment Reporting - Summary of Geographic Information of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Revenue, Major Customer [Line Items] | ||
Revenue | $ 719,921 | $ 479,543 |
U.S. | ||
Revenue, Major Customer [Line Items] | ||
Revenue | 511,482 | 270,338 |
Rest of the World | ||
Revenue, Major Customer [Line Items] | ||
Revenue | $ 208,439 | $ 209,205 |
Business acquisition - Addition
Business acquisition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jul. 31, 2024 | Jun. 20, 2024 | Jun. 28, 2024 | Jun. 30, 2023 | |
Asset Acquisition [Line Items] | ||||
Payments to acquire business, net of cash acquired | $ 110,165 | $ 0 | ||
Ojjo, Inc. | ||||
Asset Acquisition [Line Items] | ||||
Business acquisition, percentage of voting interest acquired | 100% | |||
Payments to acquire business, net of cash acquired | $ 110,200 | |||
Cash acquired from acquisition | 4,400 | |||
Business combination, deferred contingent consideration | 10,000 | |||
Business combination, consideration transferred | 120,200 | |||
Business combination. acquisition related costs | $ 1,500 | |||
Ojjo, Inc. | Developed Technology | ||||
Asset Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired | $ 27,000 | |||
Weighted-average remaining useful life (in years) | 10 years | |||
Ojjo, Inc. | Customer Relationships | ||||
Asset Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired | $ 18,000 | |||
Weighted-average remaining useful life (in years) | 5 years | |||
Solar Pile International | Subsequent Event | ||||
Asset Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 48,000 | |||
Business combination, contingent consideration, liability | $ 6,000 |
Business acquisition - Schedule
Business acquisition - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Jun. 20, 2024 | Mar. 31, 2024 |
Asset Acquisition [Line Items] | |||
Goodwill | $ 328,381 | $ 265,153 | |
Other assets | $ 4,633 | ||
Ojjo, Inc. | |||
Asset Acquisition [Line Items] | |||
Current assets | 6,734 | ||
Property and equipment | 23,493 | ||
Intangible assets | 45,000 | ||
Goodwill | 63,228 | ||
Total assets | 143,088 | ||
Current liabilities | 16,889 | ||
Other liabilities, non-current | 6,032 | ||
Total purchase price, net of cash acquired | $ 120,167 |