v3.25.2
Business acquisition
3 Months Ended
Jun. 27, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business acquisition Business acquisitions
During the three-month period ended June 27, 2025, the Company completed two acquisitions. On May 7, 2025, as part of an all-cash transaction, the Company acquired 100% of the interest in Bentek, an industry pioneer and manufacturer of electrical infrastructure used in all types of solar power plants. Additionally, on May 9, 2025, the Company acquired 100% of the interest in OnSight, a supplier of autonomous inspection robots and fire detection systems purpose-built for solar plants.
These acquisitions expand Nextracker’s capabilities to provide its customers with electrical infrastructure components that collect and transport electricity from solar panels to the power grid and certain services related to operations and maintenance. These acquisitions continue Nextracker’s strategy of adding and incorporating complementary technologies into the company’s market-leading tracker platform to accelerate solar power plant construction, increase performance, and enhance long-term reliability.
The aggregate cash consideration of both acquisitions was approximately $86.4 million, net of cash acquired. The aggregate total purchase price of both acquisitions of $103.5 million includes $2.6 million of deferred consideration expected to be paid within a 12-month period, and $14.5 million of contingent earnout in aggregate (with a maximum possible consideration of $27.0 million).
The contingent earnout related to the Bentek acquisition is subject to the receipt of an intellectual property “freedom to operate” legal opinion and safety standard certifications for a certain product. As of the acquisition date, the fair value of this contingent earnout liability was estimated to be $7.4 million based on a Scenario-Based Method, which identifies probability-weighted outcomes scenarios to arrive at an expected payoff.
The contingent earnout related to the OnSight acquisition is subject to a certain technology milestone and the achievement of future revenue performance targets, starting May 1, 2025 to March 31, 2028. As of the acquisition date, the fair value of this
contingent earnout liability was estimated to be $7.1 million based on the combination of a Monte-Carlo simulation model for the revenue-based earnout and a Scenario-Based Method for the technology milestone-based earnout. The Monte-Carlo simulation model is a probabilistic approach used to simulate future revenue and calculate the potential contingent consideration payments for each simulated path. The inputs are unobservable in the market and therefore categorized as Level 3 inputs in the fair value measurement. At each reporting period, the Company evaluates the fair value of contingent earnout obligations and records any changes in fair value of such liabilities in other (income) expense, net in its condensed consolidated statements of operations and comprehensive income. As of June 27, 2025, no change in the fair value of the contingent earnout liabilities was identified by management, and as such, the $14.5 million was included in other liabilities in the condensed consolidated balance sheets.
The Company incurred approximately $1.1 million of acquisition costs which are presented as selling, general and administrative expenses on the condensed consolidated statement of operations and comprehensive income. 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 acquisitions. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes. The results of operations of the acquisitions were included in the Company’s condensed consolidated financial statements beginning on the date of acquisition and were not material for all periods presented.
Additional information, which existed as of the acquisition dates, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the date of the relevant acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement period.
The following table represents the Company’s preliminary allocation of the Bentek and OnSight acquisitions total aggregate purchase price to the acquired assets and liabilities (in thousands):
Current assets$22,025 
Property and equipment4,747 
Intangible assets14,995 
Goodwill73,905 
Other assets11,563 
Total assets127,235 
Current liabilities21,094 
Other liabilities, non-current2,659 
Total purchase price, net of cash acquired$103,482 
Intangible assets are comprised of $13.1 million of developed technology to be amortized over an estimated useful life of ten years, and $1.9 million of trade name to be amortized over an estimated useful life of two years. The fair value assigned to the identified intangible assets was estimated based on an income approach, which provides an indication of fair value based on the present value of cash flows that the acquired business is expected to generate in the future. Key assumptions used in the valuation included forecasted revenues, cost of sales and operating expenses, royalty rate, discount rate and weighted average cost of capital. The useful life of the acquired intangible assets for amortization purposes was determined by considering the period of expected cash flows used to measure the fair values of the asset, adjusted for certain factors that may limit the useful life.
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.
Ojjo, Inc. acquisition
On June 20, 2024, as part of an all-cash transaction, the Company acquired 100% of the interest in Ojjo, Inc. (“Ojjo”), a renewable energy company specializing in foundations technology and services used in ground-mount applications for solar power generation. The cash consideration was approximately $110.2 million, net of $4.4 million cash acquired, with an additional $10.0 million deferred purchase price, for an aggregate purchase consideration of approximately $120.2 million. The
acquisition of Ojjo expanded the Company’s foundations offering by accelerating its capability to offer customers a more complete integrated solution for solar trackers and foundations. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their 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. Goodwill is not deductible for income tax purposes. The results of operations of Ojjo were included in the Company’s condensed consolidated financial results beginning on the date of acquisition, and the total amount of net income and revenue were not material to the Company's condensed consolidated financial results for all periods presented.
Intangible assets were 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.