nxt-20240927

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 27, 2024

			Or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

			Commission file number: 001-41617
			Nextracker Inc.
			(Exact name of registrant as specified in its charter)


Delaware		36-5047383
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6200 Paseo Padre Parkway, Fremont, California 94555
(Address, including zip code of registrant’s principal executive offices)

	(510) 270-2500
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

NXT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 28, 2024, there were 143,639,646 shares of the registrant’s Class A common stock outstanding and 1,908,827 shares of the registrant’s Class B common stock outstanding.


	TABLE OF CONTENTS
	PART I. FINANCIAL INFORMATION	Page
Item 1.	Financial Statements:	2
	Unaudited Condensed Consolidated Balance Sheets as of September 27, 2024 and March 31, 2024	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three-month and six-month periods ended September 27, 2024 and September 29, 2023	4
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) and Redeemable Interest for the three-month and six-month periods ended September 27, 2024 and September 29, 2023	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the six-month periods ended September 27, 2024 and September 29, 2023	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	62
Signatures		63

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Nextracker Inc.

Unaudited condensed consolidated balance sheets

(In thousands, except share and per share amounts)


	As of September 27, 2024		As of March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	561,884	$	474,054
Accounts receivable, net of allowance of $4,825 and $3,872, respectively	357,586		382,687
Contract assets	360,013		397,123
Inventories	179,251		201,736
Other current assets	326,000		312,635
Total current assets	1,784,734		1,768,235
Property and equipment, net	47,158		9,236
Goodwill	370,613		265,153
Other intangible assets, net	49,283		1,546
Deferred tax assets	472,400		438,272
Other assets	44,471		36,340
Total assets	$	2,768,659	$	2,518,782
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	406,546	$	456,639
Accrued expenses	77,139		82,410
Deferred revenue	236,882		225,539

Current portion of long-term debt	5,625		3,750
Other current liabilities	80,086		123,148
Total current liabilities	806,278		891,486
Long-term debt, net of current portion	140,503		143,967
Tax receivable agreement (TRA) liability	399,054		391,568
Other liabilities	140,506		99,733
Total liabilities	1,486,341		1,526,754
Commitments and contingencies (Note 8)

Stockholders’ equity:
Class A common stock, $0.0001 par value, 900,000,000 shares authorized, 143,620,486 shares and 140,773,223 shares issued and outstanding, respectively	14		14
Class B common stock, $0.0001 par value, 500,000,000 shares authorized, 1,908,827 shares and 3,856,175 shares issued and outstanding, respectively	—		—
Accumulated deficit	(2,829,487)		(3,066,578)
Additional paid-in-capital	4,096,658		4,027,560
Accumulated other comprehensive (loss) income	(1,186)		17
Total Nextracker Inc. stockholders’ equity	1,265,999		961,013
Non-controlling interest	16,319		31,015
Total stockholders’ equity	1,282,318		992,028
Total liabilities and stockholders’ equity	$	2,768,659	$	2,518,782

The accompanying notes are an integral part of these condensed consolidated financial statements.

Nextracker Inc.

Unaudited condensed consolidated statements of operations and comprehensive income

(In thousands, except share and per share amounts)


	Three-month periods ended				Six-month periods ended
	September 27, 2024		September 29, 2023		September 27, 2024		September 29, 2023
Revenue	$	635,571	$	573,357	$	1,355,492	$	1,052,900
Cost of sales	410,776		424,247		893,257		790,046
Gross profit	224,795		149,110		462,235		262,854
Selling, general and administrative expenses	72,127		47,872		132,954		82,107
Research and development	19,193		7,146		35,712		12,775
Operating income	133,475		94,092		293,569		167,972
Interest expense	3,665		3,646		6,945		6,748
Other (income) expense, net	(7,382)		5,038		(2,514)		3,070
Income before income taxes	137,192		85,408		289,138		158,154
Provision for income taxes	19,928		3,999		47,080		13,100
Net income and comprehensive income	117,264		81,409		242,058		145,054
Less: Net income attributable to non-controlling interests and redeemable non-controlling interests	1,873		42,156		4,967		85,372
Net income attributable to Nextracker Inc.	$	115,391	$	39,253	$	237,091	$	59,682

Earnings per share attributable to Nextracker Inc. common stockholders
Basic	$	0.80	$	0.64	$	1.66	$	1.10
Diluted	$	0.79	$	0.55	$	1.62	$	0.99
Weighted-average shares used in computing per share amounts:
Basic	143,478,959		61,721,709		142,785,176		54,070,140
Diluted	149,079,198		147,141,142		149,150,663		147,008,353

The accompanying notes are an integral part of these condensed consolidated financial statements.

Nextracker Inc.

Unaudited condensed consolidated statements of stockholders’ equity (deficit) and redeemable interest

(In thousands, except share amounts)


	Class A common stock			Class B common stock
Three-month period ended September 27, 2024	Shares outstanding	Amounts		Shares outstanding	Amounts		Additional paid-in-capital		Accumulated deficit		Accumulated other comprehensive income (loss)		Total Nextracker Inc. stockholders’ equity		Non-controlling interests		Total stockholders’ equity
BALANCE AT JUNE 28, 2024	143,391,305	$	14	1,908,827	$	—	$	4,066,773	$	(2,944,878)	$	(522)	$	1,121,387	$	15,244	$	1,136,631
Net income	—	—		—	—		—		115,391		—		115,391		1,873		117,264
Stock-based compensation expense	—	—		—	—		29,885		—		—		29,885		—		29,885
Vesting of Nextracker Inc. RSU awards	229,181	—		—	—		—		—		—		—		—		—


Tax distribution	—	—		—	—		—		—		—		—		(798)		(798)
Total other comprehensive loss	—

SEC Form 10-Q filed by Nextracker Inc.