NEW YORK, Jan. 31, 2025 (GLOBE NEWSWIRE) -- WHY: Rosen Law Firm, a global investor rights law firm, reminds purchasers of common stock of Nextracker Inc. (NASDAQ: NXT) between February 1, 2024 and August 1, 2024, both dates inclusive (the “Class Period”), of the important February 25, 2025 lead plaintiff deadline. SO WHAT: If you purchased Nextracker common stock during the Class Period you may be entitled to compensation without payment of any out of pocket fees or costs through a contingency fee arrangem ...

PART I. FINANCIAL INFORMATION This section provides Nextracker Inc.'s unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal controls assessment [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Presents unaudited condensed consolidated financial statements, including balance sheets, income, equity, and cash flow statements, with detailed notes on accounting policies and acquisitions [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and stockholders' equity as of specific dates Unaudited Condensed Consolidated Balance Sheets (In thousands) | ASSETS (In thousands) | As of Dec 31, 2024 | As of Mar 31, 2024 | | :-------------------- | :----------------- | :----------------- | | Cash and cash equivalents | $693,543 | $474,054 | | Accounts receivable, net | $457,918 | $382,687 | | Contract assets | $279,027 | $397,123 | | Inventories | $217,301 | $201,736 | | Total current assets | $1,994,521 | $1,768,235 | | Property and equipment, net | $47,985 | $9,236 | | Goodwill | $370,613 | $265,153 | | Other intangible assets, net | $47,503 | $1,546 | | Deferred tax assets | $472,189 | $438,272 | | Other assets | $50,748 | $36,340 | | **Total assets** | **$2,983,559** | **$2,518,782** | | LIABILITIES (In thousands) | As of Dec 31, 2024 | As of Mar 31, 2024 | | :-------------------- | :----------------- | :----------------- | | Accounts payable | $377,466 | $456,639 | | Accrued expenses | $72,863 | $82,410 | | Deferred revenue | $297,007 | $225,539 | | Current portion of long-term debt | $6,563 | $3,750 | | Other current liabilities | $150,746 | $123,148 | | Total current liabilities | $904,645 | $891,486 | | Long-term debt, net | $138,770 | $143,967 | | TRA liability | $375,002 | $391,568 | | Other liabilities | $140,182 | $99,733 | | **Total liabilities** | **$1,558,599** | **$1,526,754** | | STOCKHOLDERS' EQUITY (In thousands) | As of Dec 31, 2024 | As of Mar 31, 2024 | | :-------------------- | :----------------- | :----------------- | | Total Nextracker Inc. stockholders' equity | $1,406,550 | $961,013 | | Non-controlling interest | $18,410 | $31,015 | | **Total stockholders' equity** | **$1,424,960** | **$992,028** | | **Total liabilities and stockholders' equity** | **$2,983,559** | **$2,518,782** | - Total assets increased by **$464.8 million** from March 31, 2024, to December 31, 2024, primarily driven by increases in cash and cash equivalents, accounts receivable, goodwill, and other intangible assets[14](index=14&type=chunk) - Total stockholders' equity increased by **$432.9 million**, from $992.0 million as of March 31, 2024, to $1,425.0 million as of December 31, 2024[14](index=14&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) Details the company's financial performance, including revenue, cost of sales, gross profit, operating income, and net income Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (In thousands, except share and per share amounts) | (In thousands, except share and per share amounts) | Three-month periods ended Dec 31, 2024 | Three-month periods ended Dec 31, 2023 | Nine-month periods ended Dec 31, 2024 | Nine-month periods ended Dec 31, 2023 | | :----------------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Revenue | $679,363 | $710,426 | $2,034,855 | $1,763,326 | | Cost of sales | $438,460 | $500,701 | $1,331,717 | $1,290,747 | | Gross profit | $240,903 | $209,725 | $703,138 | $472,579 | | Operating income | $150,236 | $148,472 | $443,805 | $316,444 | | Income before income taxes | $160,216 | $166,779 | $449,354 | $324,933 | | Provision for income taxes | $42,842 | $38,818 | $89,922 | $51,918 | | Net income and comprehensive income | $117,374 | $127,961 | $359,432 | $273,015 | | Net income attributable to Nextracker Inc. | $115,283 | $41,396 | $352,374 | $101,078 | | Basic EPS | $0.80 | $0.67 | $2.46 | $1.78 | | Diluted EPS | $0.79 | $0.87 | $2.41 | $1.86 | - For the three-month period ended December 31, 2024, revenue decreased by **4%** YoY, while gross profit increased by **15%** YoY, and net income attributable to Nextracker Inc. increased by **178%** YoY to **$115.3 million**[17](index=17&type=chunk) - For the nine-month period ended December 31, 2024, revenue increased by **15%** YoY, gross profit increased by **49%** YoY, and net income attributable to Nextracker Inc. increased by **249%** YoY to **$352.4 million**[17](index=17&type=chunk) [Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) and Redeemable Interest](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20(Deficit)%20and%20Redeemable%20Interest) Outlines changes in stockholders' equity, including net income, stock-based compensation, and accumulated deficit - Total Nextracker Inc. stockholders' equity increased from **$961.0 million** as of March 31, 2024, to **$1,406.6 million** as of December 31, 2024, primarily due to net income and stock-based compensation expense[22](index=22&type=chunk) - Accumulated deficit decreased from **$(3,066.6) million** to **$(2,714.2) million** during the nine-month period ended December 31, 2024, reflecting positive net income[22](index=22&type=chunk) - Additional paid-in capital increased by **$94.4 million** during the nine-month period ended December 31, 2024, mainly due to stock-based compensation expense and TRA revaluation[22](index=22&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Reports cash inflows and outflows from operating, investing, and financing activities over specific periods Unaudited Condensed Consolidated Statements of Cash Flows (In thousands) | (In thousands) | Nine-month periods ended Dec 31, 2024 | Nine-month periods ended Dec 31, 2023 | | :----------------------------- | :------------------------------------ | :------------------------------------ | | Net cash provided by operating activities | $418,467 | $317,481 |\ | Net cash used in investing activities | $(168,516) | $(3,850) |\ | Net cash used in financing activities | $(30,462) | $(75,821) |\ | Net increase in cash and cash equivalents | $219,489 | $237,810 |\ | Cash and cash equivalents end of period | $693,543 | $367,818 | - Net cash provided by operating activities increased by **$101.0 million**, or **31.8%**, for the nine-month period ended December 31, 2024, compared to the same period in 2023[26](index=26&type=chunk) - Net cash used in investing activities significantly increased to **$168.5 million** in 2024, primarily due to **$144.7 million** for business acquisitions (Ojjo and SPI foundations business)[26](index=26&type=chunk)[164](index=164&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements [1. Description of business and organization of Nextracker Inc.](index=13&type=section&id=1.%20Description%20of%20business%20and%20organization%20of%20Nextracker%20Inc.) Describes Nextracker Inc.'s core business as a global provider of solar trackers and its operational footprint - Nextracker Inc. is a leading global provider of integrated solar trackers, foundations, and software solutions for ground-mounted utility-scale and distributed generation solar projects[27](index=27&type=chunk) - The company operates in the United States, Brazil, Argentina, Peru, Mexico, Spain, other European countries, India, Australia, the Middle East, and Africa[27](index=27&type=chunk) [2. Summary of accounting policies](index=13&type=section&id=2.%20Summary%20of%20accounting%20policies) Outlines the significant accounting policies, including consolidation, non-controlling interests, and foreign currency translation - Nextracker consolidates the financial results of Nextracker LLC and its subsidiaries, identifying Nextracker LLC as a Variable Interest Entity (VIE) where the Company is the primary beneficiary[28](index=28&type=chunk) - Post-January 2, 2024, following Flex Ltd.'s spin-off of its remaining interests, non-controlling interests owned by TPG Affiliates are now presented as permanent equity[28](index=28&type=chunk) - The Company recognized foreign currency exchange gains of **$3.6 million** for the three-month period ended December 31, 2024, and losses of **$3.8 million** for the nine-month period ended December 31, 2024[31](index=31&type=chunk)[32](index=32&type=chunk) Accrued Warranty Reserve Activity (In thousands) | | Nine-month periods ended Dec 31, 2024 | Nine-month periods ended Dec 31, 2023 | | :-------------------------- | :------------------------------------ | :------------------------------------ | | Beginning balance | $12,511 | $22,591 | | Provision (release) for warranties issued | $10,528 | $(4,130) | | Payments | $(4,401) | $(1,253) | | Ending balance | $18,638 | $17,208 | [3. Revenue](index=16&type=section&id=3.%20Revenue) Details revenue recognition policies, disaggregation by timing of transfer, and contract asset movements Revenue Disaggregation by Timing of Transfer (In thousands) | Timing of Transfer | Three-month periods ended Dec 31, 2024 | Three-month periods ended Dec 31, 2023 | Nine-month periods ended Dec 31, 2024 | Nine-month periods ended Dec 31, 2023 | | :----------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Point in time | $15,800 | $6,042 | $46,806 | $32,946 | | Over time | $663,563 | $704,384 | $1,988,049 | $1,730,380 | | Total revenue | $679,363 | $710,426 | $2,034,855 | $1,763,326 | - Contract assets decreased by **$118.1 million** from March 31, 2024, to December 31, 2024, due to fluctuations in billing timing and volume for revenue recognized over time[49](index=49&type=chunk) - As of December 31, 2024, **$391.8 million** of the transaction price was allocated to remaining performance obligations, with approximately **76%** expected to be recognized in the next 12 months[51](index=51&type=chunk) [4. Goodwill and intangible assets](index=17&type=section&id=4.%20Goodwill%20and%20intangible%20assets) Reports changes in goodwill and other intangible assets, primarily due to recent business acquisitions Goodwill Activity (In thousands) | Balance as of March 31, 2024 | $265,153 | | :--------------------------- | :------- | | Additions | $103,565 | | Purchase accounting adjustments | $1,895 | | Balance as of December 31, 2024 | $370,613 | - Goodwill increased by **$105.5 million** during the nine-month period ended December 31, 2024, primarily due to the acquisitions of Ojjo, Inc. and Solar Pile International's foundations business[52](index=52&type=chunk)[53](index=53&type=chunk) - Other intangible assets increased by **$49.7 million**, comprising **$31.7 million** in developed technology and **$18.0 million** in customer relationships from business acquisitions[54](index=54&type=chunk) [5. Stock-based compensation](index=18&type=section&id=5.%20Stock-based%20compensation) Details stock-based compensation expenses across various categories and new equity grants Stock-based Compensation Expense (In thousands) | | Three-month periods ended Dec 31, 2024 | Three-month periods ended Dec 31, 2023 | Nine-month periods ended Dec 31, 2024 | Nine-month periods ended Dec 31, 2023 | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Cost of sales | $3,084 | $2,497 | $9,345 | $7,668 | | Selling, general and administrative expenses | $21,482 | $5,163 | $62,186 | $26,849 | | Research and development | $2,414 | $5,377 | $7,235 | $5,377 | | Total stock-based compensation expense | $26,980 | $13,037 | $78,766 | $39,894 | - Total stock-based compensation expense increased by **107%** for the three-month period and **97%** for the nine-month period ended December 31, 2024, compared to the prior year[57](index=57&type=chunk) - The Company granted **1.7 million** time-based RSUs, **0.4 million** performance-based PSUs, and **0.3 million** option awards during the nine-month period ended December 31, 2024[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) [6. Earnings per share](index=18&type=section&id=6.%20Earnings%20per%20share) Presents basic and diluted earnings per share attributable to Nextracker Inc. common stockholders Earnings Per Share (EPS) Attributable to Nextracker Inc. Common Stockholders | | Three-month periods ended Dec 31, 2024 | Three-month periods ended Dec 31, 2023 | Nine-month periods ended Dec 31, 2024 | Nine-month periods ended Dec 31, 2023 | | :--------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Basic EPS | $0.80 | $0.67 | $2.46 | $1.78 | | Diluted EPS | $0.79 | $0.87 | $2.41 | $1.86 | - Basic EPS increased to **$0.80** for the three-month period ended December 31, 2024, from $0.67 in the prior year, and to **$2.46** for the nine-month period from $1.78[17](index=17&type=chunk)[64](index=64&type=chunk)[67](index=67&type=chunk) - Diluted EPS decreased to **$0.79** for the three-month period ended December 31, 2024, from $0.87 in the prior year, but increased to **$2.41** for the nine-month period from $1.86[17](index=17&type=chunk)[64](index=64&type=chunk)[67](index=67&type=chunk) [7. Bank borrowings and long-term debt](index=20&type=section&id=7.%20Bank%20borrowings%20and%20long-term%20debt) Discusses amendments to credit agreements, increased revolving commitments, and current debt compliance - On June 21, 2024, the Company amended its credit agreement, increasing aggregate revolving commitments from **$500.0 million** to **$1.0 billion** and letter of credit capacity from **$300.0 million** to **$500.0 million**[70](index=70&type=chunk) - The amendment also provided for a **$1.0 billion** secured debt basket for surety bonds and updated covenants for more financing capacity and operational flexibility[70](index=70&type=chunk) - As of December 31, 2024, no amounts were drawn under the revolving facility, and the Company was in compliance with all applicable covenants[70](index=70&type=chunk) [8. Commitments and contingencies](index=20&type=section&id=8.%20Commitments%20and%20contingencies) Outlines legal proceedings, tax disputes, and potential liabilities, including AD/CVD cash deposits - Nextracker is involved in legal proceedings, including a dispute with Flex regarding a **$48.5 million** tax distribution and class action/derivative lawsuits alleging federal securities law violations[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - The Company is unable to reasonably estimate a loss or range of loss for these legal matters due to their preliminary nature[76](index=76&type=chunk) - U.S. Customs and Border Protection instructed Nextracker to pay approximately **$1 million** in AD/CVD cash deposits for CSPV modules from Malaysia and Thailand, with potential for material additional payments for other past imports[78](index=78&type=chunk) [9. Income taxes](index=21&type=section&id=9.%20Income%20taxes) Presents income tax expense and effective tax rates, explaining drivers of changes Income Tax Expense and Effective Tax Rates | | Three-month periods ended Dec 31, 2024 | Three-month periods ended Dec 31, 2023 | Nine-month periods ended Dec 31, 2024 | Nine-month periods ended Dec 31, 2023 | | :---------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Income tax (In thousands) | $42,842 | $38,818 | $89,922 | $51,918 | | Effective tax rates | 26.7% | 23.3% | 20.0% | 16.0% | - The effective tax rate increased to **26.7%** for the three-month period and **20.0%** for the nine-month period ended December 31, 2024, driven by reduced tax benefits from stock-based compensation and an increased tax rate due to the Flex separation[82](index=82&type=chunk) - An **$8.5 million** income tax benefit was recorded in the nine-month period ended December 31, 2024, due to the release of a valuation allowance against Ojjo's deferred tax assets[80](index=80&type=chunk)[151](index=151&type=chunk) [10. Segment reporting](index=22&type=section&id=10.%20Segment%20reporting) Confirms single operating segment and provides revenue disaggregation by geographic location - Nextracker operates as a single operating and reportable segment[85](index=85&type=chunk) Revenue by Geographic Location (In thousands) | Revenue: | Three-month periods ended Dec 31, 2024 | Three-month periods ended Dec 31, 2023 | Nine-month periods ended Dec 31, 2024 | Nine-month periods ended Dec 31, 2023 | | :---------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | U.S. | $450,410 | $555,790 | $1,423,698 | $1,208,288 | | Rest of the World | $228,953 | $154,636 | $611,157 | $555,038 | | Total | $679,363 | $710,426 | $2,034,855 | $1,763,326 | - U.S. revenue decreased by **19%** for the three-month period ended December 31, 2024, but increased by **18%** for the nine-month period, while Rest of the World revenue increased by **48%** and **10%** respectively[86](index=86&type=chunk)[132](index=132&type=chunk)[143](index=143&type=chunk) [11. Business acquisitions](index=22&type=section&id=11.%20Business%20acquisitions) Describes recent acquisitions of Ojjo and Solar Pile International's foundations business, expanding integrated solutions - Nextracker completed two acquisitions during the nine-month period ended December 31, 2024: Ojjo, Inc. (June 20, 2024) and the solar foundations business of Solar Pile International (July 31, 2024)[87](index=87&type=chunk) - These 'Foundations acquisitions' expand the Company's offering to provide a more complete integrated solution for solar trackers and foundations, especially for challenging soil conditions[88](index=88&type=chunk) - The aggregate cash consideration for these acquisitions was approximately **$144.7 million**, with a total purchase price of **$164.7 million** including deferred consideration and a contingent earnout[89](index=89&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=24&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management's analysis of financial condition and operations, covering business developments, revenue mix, accounting policies, performance, liquidity, and cash flow [OVERVIEW](index=24&type=section&id=OVERVIEW) Provides a general business description, market leadership, and key operational milestones - Nextracker is a global market leader in integrated solar trackers, foundations, and software solutions, having shipped over **100 GW** of solar tracker systems as of December 31, 2024[98](index=98&type=chunk)[100](index=100&type=chunk) - The company became fully independent on January 2, 2024, following Flex Ltd.'s spin-off of its remaining interests[99](index=99&type=chunk) - Revenue for the nine-month period ended December 31, 2024, was **$2.0 billion**, and **$2.5 billion** for fiscal year 2024[102](index=102&type=chunk) [Business acquisitions](index=25&type=section&id=Business%20acquisitions) Reaffirms recent acquisitions of Ojjo and Solar Pile International to enhance integrated solar solutions - Nextracker acquired Ojjo, Inc. (June 20, 2024) and the solar foundations business of Solar Pile International (July 31, 2024) to expand its integrated solar tracker and foundations solutions[103](index=103&type=chunk)[104](index=104&type=chunk) - The aggregate cash consideration for these acquisitions was approximately **$144.7 million**, with a total purchase price of **$164.7 million** including deferred consideration and a contingent earnout[105](index=105&type=chunk) [Inflation Reduction Act of 2022 ("IRA")](index=25&type=section&id=Inflation%20Reduction%20Act%20of%202022%20(%22IRA%22)) Explains the impact of the IRA's Section 45X Advanced Manufacturing Production Credit on cost of sales - The IRA's Section 45X Advanced Manufacturing Production Credit provides a per-unit tax credit for domestically produced clean energy components[106](index=106&type=chunk) - Nextracker has agreements with suppliers to share a portion of the 45X Credit economic value as vendor rebates, reducing cost of sales[107](index=107&type=chunk) - During Q4 fiscal 2024, the company recognized a cumulative **$121.4 million** reduction to cost of sales related to 45X Credit vendor rebates[107](index=107&type=chunk) [Revenue mix](index=26&type=section&id=Revenue%20mix) Analyzes revenue distribution by geographic location and customer concentration trends Revenue by Geographic Location and Customer Concentration (In thousands, except percentages) | Revenue: (In thousands, except percentages) | Dec 31, 2024 (3-month) | Dec 31, 2023 (3-month) | Dec 31, 2024 (9-month) | Dec 31, 2023 (9-month) | | :---------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | U.S. | $450,410 (66%) | $555,790 (78%) | $1,423,698 (70%) | $1,208,288 (69%) | | Rest of the World | $228,953 (34%) | $154,636 (22%) | $611,157 (30%) | $555,038 (31%) | | Total | $679,363 | $710,426 | $2,034,855 | $1,763,326 | | Customer G (In millions) | * ($170.5) | $226.8 | * ($307.7) | * ($307.7) | - U.S. revenue decreased to **66%** of total revenue for the three-month period ended December 31, 2024, from 78% in the prior year, while Rest of the World revenue increased to **34%** from 22%[109](index=109&type=chunk) - Customer G's revenue share was below **10%** for the three-month period ended December 31, 2024, but was **24%** for the same period in 2023[109](index=109&type=chunk)[175](index=175&type=chunk) [Critical accounting policies and significant management estimates](index=26&type=section&id=Critical%20accounting%20policies%20and%20significant%20management%20estimates) Discusses key accounting policies and management estimates, particularly regarding business acquisitions - The preparation of financial statements requires management to make estimates and assumptions, including for goodwill impairment, credit losses, inventory valuation, deferred tax assets, warranty reserves, and business combinations[110](index=110&type=chunk) - There have been no material changes to critical accounting estimates since the Form 10-K, except for accounting for business acquisitions[111](index=111&type=chunk) - Preliminary fair value estimates for acquired assets and liabilities are subject to review and may change materially, impacting financial position and results[113](index=113&type=chunk) [Key components of our results of operations](index=27&type=section&id=Key%20components%20of%20our%20results%20of%20operations) Breaks down factors influencing revenue, cost of sales, and operating expenses, including R&D and SG&A - Revenue growth depends on market share, total market growth, and the ability to introduce new products that enhance performance and cost efficiencies[115](index=115&type=chunk) - Cost of sales includes purchased components (net of incentives/rebates), shipping, tariffs, warranty costs, intangible asset amortization, stock-based compensation, and direct labor[116](index=116&type=chunk) - Operating expenses, including SG&A and R&D, are expected to increase due to public company requirements, sales organization expansion, and continued investment in product innovation and software enhancements[118](index=118&type=chunk)[119](index=119&type=chunk) [RESULTS OF OPERATIONS](index=28&type=section&id=RESULTS%20OF%20OPERATIONS) Provides a detailed comparative analysis of the company's financial performance for the reported periods [Non-GAAP Financial Measures](index=28&type=section&id=Non-GAAP%20Financial%20Measures) Defines and presents non-GAAP financial measures like Adjusted gross profit, operating income, net income, and EBITDA - Nextracker presents Adjusted gross profit, Adjusted operating income, Adjusted net income, and Adjusted EBITDA as supplemental measures to compare performance across reporting periods by excluding non-core operating items[124](index=124&type=chunk)[125](index=125&type=chunk) Adjusted Financial Measures (In thousands, except percentages) | Other Financial Information: | Dec 31, 2024 (3-month) | Dec 31, 2023 (3-month) | Dec 31, 2024 (9-month) | Dec 31, 2023 (9-month) | | :--------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Adjusted gross profit | $244,867 | $212,285 | $714,347 | $480,435 | | Adjusted operating income | $180,034 | $161,572 | $531,009 | $356,527 | | Adjusted net income | $153,722 | $141,902 | $437,268 | $309,058 | | Adjusted EBITDA | $186,372 | $167,791 | $533,999 | $361,843 | | Adjusted gross margin | 36.0% | 29.9% | 35.1% | 27.2% | | Adjusted net income margin | 22.6% | 20.0% | 21.5% | 17.5% | | Adjusted EBITDA margin | 27.4% | 23.6% | 26.2% | 20.5% | - Adjusted gross margin increased to **36.0%** for the three-month period and **35.1%** for the nine-month period ended December 31, 2024, from 29.9% and 27.2% respectively in the prior year[128](index=128&type=chunk) [Comparison of the three-month periods ended December 31, 2024 and December 31, 2023](index=30&type=section&id=Comparison%20of%20the%20three-month%20periods%20ended%20December%2031%2C%202024%20and%20December%2031%2C%202023) Compares financial performance for the three-month periods ended December 31, 2024, and 2023, highlighting key changes - Revenue decreased by **$31.1 million (4%)** due to slightly lower U.S. revenue from delivery timing, offset by a **$74.3 million (48%)** increase in Rest of the World revenue, primarily from Europe[132](index=132&type=chunk) - Cost of sales decreased by **$62.2 million (12%)**, mainly due to a **$52.2 million** reduction from the 45X Credit and lower revenue, despite increases in certain U.S. manufacturing direct costs[134](index=134&type=chunk) - Gross profit increased by **$31.2 million (15%)**, driven by the 45X Credit impact and global supply chain cost savings, partially offset by reduced revenue[135](index=135&type=chunk) - Selling, general and administrative expenses increased by **$22.2 million (46%)** to **$70.6 million**, primarily due to a **$16.3 million** increase in stock-based compensation and expansion of sales and support functions[136](index=136&type=chunk) - Research and development expenses increased by **$7.2 million (56%)** to **$20.1 million**, reflecting commitment to product innovation, software enhancements, and R&D expansion in the U.S., Brazil, and India[137](index=137&type=chunk) - Other income, net decreased from **$21.5 million** to **$13.8 million**, primarily due to lower tax related gains from the Tax Receivable Agreement and foreign currency exchange gains[139](index=139&type=chunk) [Comparison of the nine-month periods ended December 31, 2024 and December 31, 2023](index=32&type=section&id=Comparison%20of%20the%20nine-month%20periods%20ended%20December%2031%2C%202024%20and%20December%2031%2C%202023) Compares financial performance for the nine-month periods ended December 31, 2024, and 2023, detailing significant trends - Revenue increased by **$271.5 million (15%)**, driven by a **25%** increase in GW delivered, particularly in the U.S., partially offset by a reduction in revenue per watt[143](index=143&type=chunk) - Cost of sales increased by **$41.0 million (3%)**, driven by increased GW delivered, but offset by a **$150.2 million** reduction from the 45X Credit[144](index=144&type=chunk) - Gross profit increased by **$230.6 million (49%)**, primarily due to U.S. and Rest of the World revenue growth and the impact of the 45X Credit[145](index=145&type=chunk) - Selling, general and administrative expenses increased by **$76.7 million (60%)** to **$203.5 million**, mainly due to a **$35.3 million** increase in stock-based compensation and expansion costs[146](index=146&type=chunk) - Research and development expenses increased by **$26.5 million (91%)** to **$55.8 million**, driven by a **$1.9 million** increase in stock-based compensation and expanded R&D capabilities[147](index=147&type=chunk) - Other income, net was **$16.3 million**, including **$13.7 million** interest income and **$4.4 million** tax-related income, partially offset by **$3.8 million** in unfavorable foreign currency exchange losses[149](index=149&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=33&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Discusses the company's cash management, credit facilities, and cash flow from operating, investing, and financing activities - Nextracker's principal uses of cash are funding operations and investing in R&D, with cash flow generation and credit facilities providing adequate liquidity[152](index=152&type=chunk) - The Amended 2023 Credit Agreement increased the revolving credit facility to **$1.0 billion** and letter of credit capacity to **$500.0 million**, enhancing financing flexibility[153](index=153&type=chunk) - As of December 31, 2024, total liquidity exceeded **$1.6 billion**, comprising unutilized RCF amounts and cash/cash equivalents less current long-term debt[168](index=168&type=chunk) - Net cash provided by operating activities was **$418.5 million** for the nine-month period ended December 31, 2024, driven by net income and non-cash adjustments[163](index=163&type=chunk) - Net cash used in investing activities was **$168.5 million**, primarily due to **$144.7 million** for the Foundations acquisitions[164](index=164&type=chunk) - Net cash used in financing activities was **$30.5 million**, mainly for TRA payments, tax distributions to non-controlling interests, and RCF issuance costs[165](index=165&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=36&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Outlines exposure to market risks from commodity prices, customer concentrations, and foreign currency, with no material changes noted - Nextracker is exposed to market risk from fluctuating commodity prices (e.g., steel) and customer concentrations, but does not use financial instruments for trading purposes[172](index=172&type=chunk) - No material changes in exposure to interest and foreign currency exchange rates occurred for the nine-month period ended December 31, 2024, compared to fiscal year ended March 31, 2024[173](index=173&type=chunk) Customer Concentration of Revenue | | Three-month periods ended Dec 31, 2024 | Three-month periods ended Dec 31, 2023 | Nine-month periods ended Dec 31, 2024 | Nine-month periods ended Dec 31, 2023 | | :------------------------ | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Customer G | * (below 10%) | 24% | 11% | 17% | | Top five largest customers | 30% | 54% | 36% | 43% | - The loss of any of the top five customers could materially adversely affect revenue and profits, though no single customer exceeded **10%** of total accounts receivable and contract assets as of December 31, 2024[174](index=174&type=chunk)[176](index=176&type=chunk) - Fluctuations in steel prices and logistics costs (e.g., Suez Canal disruptions) can impact operating margins and project delivery timing, as the company does not hedge commodity risk[177](index=177&type=chunk)[178](index=178&type=chunk)[238](index=238&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=37&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management confirms effective disclosure controls and procedures, with no material changes in internal control over financial reporting - Nextracker's disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of December 31, 2024[183](index=183&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2024[184](index=184&type=chunk) - Management acknowledges inherent limitations in control systems, which can only provide reasonable, not absolute, assurance against errors or fraud[185](index=185&type=chunk) PART II. OTHER INFORMATION This section details legal proceedings, comprehensive risk factors, equity sales, defaults, mine safety, other disclosures, and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=38&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Details ongoing legal actions and claims, including IP disputes, with outcomes uncertain but not expected to be materially adverse - Nextracker is involved in various legal actions and claims, including potential intellectual property infringement claims, as part of its ordinary business operations[187](index=187&type=chunk) - The company does not believe that the final outcomes of these matters would have a material adverse effect on its business, financial condition, or results of operations[187](index=187&type=chunk) - Further details on commitments and contingencies are provided in Note 8 to the unaudited condensed consolidated financial statements[188](index=188&type=chunk) [ITEM 1A. RISK FACTORS](index=38&type=section&id=ITEM%201A.%20RISK%20FACTORS) Details risks impacting business, including solar demand, competition, supply chain, regulations, project delays, IP, cybersecurity, and financial structure [Summary of Risk Factors](index=38&type=section&id=Summary%20of%20Risk%20Factors) Provides a high-level overview of key risks, including market demand, competition, supply chain, and financial structure - Demand for solar energy is impacted by external factors; slower growth could harm business - Intense competition and alternative energy sources pose risks - Delays in construction projects and inventory management failures could have adverse effects - Government incentives and regulations for renewable energy are crucial; changes could reduce demand - Heavy reliance on suppliers and supply chain disruptions are significant risks - Economic, political, and market conditions, including geopolitical conflicts and inflation, can adversely affect operations - Evolving regulatory uncertainty, including trade tariffs and AD/CVD, could impact revenues and costs - Inability to convert backlog into revenue is a risk - Increased interest rates or reduced financing availability could hinder project development - Product defects, performance issues, and warranty claims could lead to losses and reputational damage - Cybersecurity incidents and failure to protect intellectual property are significant threats - Obligations under the Tax Receivable Agreement could be substantial and affect liquidity - Indebtedness could adversely affect financial flexibility and competitive position [Risks related to our business and our industry](index=39&type=section&id=Risks%20related%20to%20our%20business%20and%20our%20industry) Details specific risks inherent to the solar industry, including market demand, competition, and supply chain vulnerabilities - Demand for solar energy and Nextracker's products is highly dependent on government incentives, investment levels, and competition from alternative energy sources, with potential for adverse impacts from interest rate increases or financing reductions[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - The company faces intense competition, including from lower-cost providers and alternative solar technologies, which could lead to price competition and reduced margins[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) - Delays in large-scale construction projects due to various factors (e.g., permitting, financing, weather) can cause quarterly revenue fluctuations and increased costs[203](index=203&type=chunk)[204](index=204&type=chunk) - Changes in government incentives (e.g., IRA tax credits, RPS) or their interpretation, particularly domestic content requirements, could significantly impact demand and increase production costs[206](index=206&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) - Reliance on global suppliers for critical components (e.g., steel, SPCs, NCUs) makes the company vulnerable to capacity constraints, price volatility, and supply chain disruptions, including those caused by geopolitical conflicts and trade tariffs[234](index=234&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk)[317](index=317&type=chunk) - Cybersecurity attacks, data security incidents, and failure to comply with evolving privacy and data protection laws pose risks of operational disruption, liability, and reputational damage[291](index=291&type=chunk)[292](index=292&type=chunk)[293](index=293&type=chunk)[295](index=295&type=chunk)[297](index=297&type=chunk)[300](index=300&type=chunk) [Risks Related to Our Indebtedness and Financing](index=60&type=section&id=Risks%20Related%20to%20Our%20Indebtedness%20and%20Financing) Addresses risks associated with the company's substantial indebtedness and restrictive financing covenants - Nextracker's substantial indebtedness under the Amended 2023 Credit Agreement increases vulnerability to adverse economic conditions and limits financial flexibility for operations and growth[334](index=334&type=chunk)[336](index=336&type=chunk) - Restrictive covenants in debt agreements limit the company's ability to incur additional debt, dispose of assets, or pay dividends, and non-compliance could lead to acceleration of indebtedness[335](index=335&type=chunk)[338](index=338&type=chunk)[340](index=340&type=chunk) - The company's ability to service its debt depends on future cash flow, which may not be sufficient, potentially requiring asset sales, debt restructuring, or dilutive equity capital[341](index=341&type=chunk) [Risks related to our Class A common stock](index=62&type=section&id=Risks%20related%20to%20our%20Class%20A%20common%20stock) Covers risks related to Class A common stock price volatility, multi-class structure, and anti-takeover provisions - The market price of Class A common stock is highly volatile and can fluctuate due to various factors, including product introductions, intellectual property disputes, litigation, and market conditions, potentially leading to investment losses[343](index=343&type=chunk)[344](index=344&type=chunk)[345](index=345&type=chunk) - The multi-class share structure may result in a lower or more volatile market price, as certain index providers and institutional investors may exclude companies with such structures[347](index=347&type=chunk) - Provisions in corporate charter documents and Delaware law could make an acquisition more difficult and prevent stockholders from replacing current management[350](index=350&type=chunk)[351](index=351&type=chunk) [Risks related to the Spin Transactions](index=65&type=section&id=Risks%20related%20to%20the%20Spin%20Transactions) Discusses potential tax liabilities and strategic limitations arising from the Spin Distribution and Mergers - Under the Tax Matters Agreement, Nextracker is restricted from certain actions that could adversely affect the intended tax treatment of the Spin Distribution or Mergers, potentially limiting strategic initiatives[354](index=354&type=chunk) - If Nextracker causes the Spin Distribution or Mergers to become taxable, it may be required to bear substantial tax liability under the Tax Matters Agreement[355](index=355&type=chunk) [General risk factors](index=65&type=section&id=General%20risk%20factors) Outlines broader operational risks, including managing growth, retaining key personnel, and integrating acquisitions - Failure to effectively manage future growth, including expanding employee base and IT infrastructure, could strain resources, impact customer satisfaction, and hinder business strategies[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk) - Inability to retain key personnel or attract qualified talent, especially in technical roles, could limit strategic efforts and adversely affect business growth[359](index=359&type=chunk)[360](index=360&type=chunk) - Future acquisitions or strategic investments may be difficult to identify and integrate, potentially diverting management attention, disrupting business, and diluting stockholder value[361](index=361&type=chunk) [ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS](index=66&type=section&id=ITEM%202.%20UNREGISTERED%20SALE%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) No unregistered sales of equity securities or use of proceeds to report for the period - Not applicable for recent sales of unregistered securities or purchases of equity securities by the issuer or affiliated purchaser[362](index=362&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=66&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities occurred during the reporting period - No defaults upon senior securities occurred during the reporting period[363](index=363&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=67&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[364](index=364&type=chunk) [ITEM 5. OTHER INFORMATION](index=67&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No other information to report regarding Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements - No information to report regarding Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements[365](index=365&type=chunk) [ITEM 6. EXHIBITS](index=67&type=section&id=ITEM%206.%20EXHIBITS) Lists all exhibits filed with the Form 10-Q, including corporate governance, compensation plans, certifications, and XBRL documents - Exhibits include Amended and Restated Certificate of Incorporation, Restated Bylaws, Executive Severance Plans, Transition and Consulting Services Agreement, and various certifications (e.g., 302 and 906 certifications)[365](index=365&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents) are also filed[365](index=365&type=chunk) - Certifications in Exhibits 32.1 and 32.2 are deemed to accompany the Form 10-Q but are not 'filed' for Section 18 purposes[366](index=366&type=chunk) [SIGNATURES](index=68&type=section&id=SIGNATURES) Contains the required signatures for the Form 10-Q, confirming submission by the Chief Financial Officer - The report is duly signed on behalf of Nextracker Inc. by Charles Boynton, Chief Financial Officer, on January 31, 2025[368](index=368&type=chunk)[369](index=369&type=chunk)

NEW YORK, Jan. 31, 2025 (GLOBE NEWSWIRE) -- Leading securities law firm Bleichmar Fonti & Auld LLP announces that a lawsuit has been filed against Nextracker Inc. (NASDAQ: NXT) and certain of the Company’s senior executives for potential violations of the federal securities laws. If you invested in Nextracker, you are encouraged to obtain additional information by visiting https://www.bfalaw.com/cases-investigations/nextracker-inc. Investors have until February 25, 2025, to ask the Court to be appointed to ...

Core Viewpoint - Nextracker Inc. (NASDAQ: NXT) experienced a significant increase in share price, rising over 20% after reporting a surprisingly strong quarter and raising its guidance, indicating strong growth potential in the fast-growing industry [1] Company Summary - Nextracker Inc. has shown robust performance in its latest quarter, which has positively influenced investor sentiment and stock valuation [1] - The company is positioned as a leading option for investors looking to gain exposure to the rapidly expanding market [1]

NEW YORK, Jan. 30, 2025 /PRNewswire/ -- The Gross Law Firm issues the following notice to shareholders of Nextracker Inc. (NASDAQ: NXT).Shareholders who purchased shares of NXT during the class period listed are encouraged to contact the firm regarding possible lead plaintiff appointment. Appointment as lead plaintiff is not required to partake in any recovery.CONTACT US HERE:https://securitiesclasslaw.com/securities/nextracker-inc-loss-submission-form/?id=125753&from=4 CLASS PERIOD: February 1, 2024 to Aug ...

RADNOR, Pa. , Jan. 29, 2025 /PRNewswire/ -- The law firm of Kessler Topaz Meltzer & Check, LLP (www.ktmc.com)  informs investors that a securities class action lawsuit has been filed against Nextracker Inc. ("Nextracker") (NASDAQ: NXT) on behalf of those who purchased or otherwise acquired Nextracker common stock between February 1, 2024, and August 1, 2024, inclusive (the "Class Period"). The lead plaintiff deadline is February 25, 2025.CONTACT KESSLER TOPAZ MELTZER & CHECK, LLP:     If you suffered Nextra ...

Shares of solar company Nextracker (NXT 21.53%) are soaring today. The provider of integrated solar trackers that follow the sun's movement reported fiscal third-quarter earnings results and raised its 2025 fiscal year profit outlook.That led to the stock surging as much as 26.2% and pushed analysts to raise price targets on the shares. As of 11:20 a.m. ET, Nextracker stock remained higher by 21.9%.Optimizing solar powerNextracker's intelligent solar trackers optimize the performance of commercial solar pla ...

Faruqi & Faruqi, LLP Securities Litigation Partner James (Josh) Wilson Encourages Investors Who Suffered Losses In Nextracker To Contact Him Directly To Discuss Their Options If you purchased or acquired securities in Nextracker between February 1, 2024 and August 1, 2024 and would like to discuss your legal rights, call Faruqi & Faruqi partner Josh Wilson directly at 877-247-4292 or 212-983-9330 (Ext. 1310). [You may also click here for additional information] NEW YORK, Jan. 29, 2025 (GLOBE NEWSWIRE) -- F ...

NEW YORK, Jan. 29, 2025 (GLOBE NEWSWIRE) -- Leading securities law firm Bleichmar Fonti & Auld LLP announces that a lawsuit has been filed against Nextracker Inc. (NASDAQ: NXT) and certain of the Company’s senior executives for potential violations of the federal securities laws. If you invested in Nextracker, you are encouraged to obtain additional information by visiting https://www.bfalaw.com/cases-investigations/nextracker-inc. Investors have until February 25, 2025, to ask the Court to be appointed to ...

Nextracker Inc. (NASDAQ:NXT) Q3 2025 Earnings Conference Call January 28, 2025 5:00 PM ET Company Participants Sarah Lee - Head of Investor Relations Dan Shugar - Founder & Chief Executive Officer Howard Wenger - President Chuck Boynton - Chief Financial Officer Conference Call Participants Kashy Harrison - Piper Sandler Jordan Levy - Truist Brian Lee - Goldman Sachs Philip Shen - ROTH Capital Partners Praneeth Satish - Wells Fargo Mark Strouse - JPMorgan Dimple Gosai - Bank of America Dylan Nassano - Wolfe ...