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Note 15 - Contingent Consideration

6 Months Ended

Sep. 30, 2024

Business Combination, Contingent Consideration [Text Block]

15. Contingent Consideration

NEPSI Contingent Considerations

On October 1, 2020 (the "NEPSI Acquisition Date"), the Company entered into a Stock Purchase Agreement (the "NEPSI Stock Purchase Agreement") with the selling stockholders named therein. Pursuant to the terms of the NEPSI Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding (i) shares of capital stock of NEPSI, and (ii) membership interests of Northeast Power Realty, LLC, a New York limited liability company, which holds the real property that serves as NEPSI's headquarters (the "NEPSI Acquisition"). NEPSI is a U.S.-based global provider of medium-voltage metal-enclosed power capacitor banks and harmonic filter banks for use on electric power systems. NEPSI is a wholly-owned subsidiary of the Company and is operated by its Grid business unit. The purchase price was $26.0 million in cash and 873,657 restricted shares of common stock of the Company. As part of the transaction, the selling stockholders were entitled to receive up to an additional 1,000,000 shares of common stock of the Company upon the achievement of certain specified revenue objectives during varying periods of up to four years following closing of the NEPSI Acquisition. During the year ended March 31, 2024, the Company issued 399,999 shares of common stock and cash in lieu of a fractional share of common stock, related to the achievement of specified revenue objectives in connection with the NEPSI Acquisition. NEPSI recognized revenues in excess of $120.0 million during the four years after the NEPSI Acquisition Date. As a result, during the quarter ended September 30, 2024, the Company issued 300,000 shares of common stock of the Company to the selling stockholders, following certification of the achievement of the specified earnout revenue objective. As of September 30, 2024, the Company has settled all outstanding contingent consideration under the NEPSI Stock Purchase Agreement.

The Company evaluated the NEPSI Acquisition earnout payment set forth in the NEPSI Stock Purchase Agreement, which was expected to require settlement in the Company's common stock, and determined the contingent consideration qualified for liability classification and derivative treatment under ASC 815, Derivatives and Hedging. As a result, for each period, the fair value of the contingent consideration was remeasured and the resulting gain or loss was recognized in operating expenses until the share amount is fixed.

Megatran Contingent Consideration

On August 1, 2024, the Company entered into a Stock Purchase Agreement with the selling stockholders of Megatran named therein. Pursuant to the terms of the Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding shares of Megatran for aggregate consideration in an amount equal to $61.4 million which consideration amount was subject to various adjustments set forth in the Stock Purchase Agreement. The value of the contingent consideration to make the sellers whole was determined to be de minimus at the time of the Acquisition. On September 23, 2024, the Company paid $3.3 million to the selling stockholders, which was calculated based on the agreed upon formula set forth in the Stock Purchase Agreement. This amount is reflected as the change in fair value of this contingent consideration in the three and six months ended September 30, 2024. As of September 30, 2024, there are no remaining obligations to the selling stockholders of Megatran. In the three and six months ended September 30, 2024 the Company completed the payment of $3.3 million to selling stockholders of Megatran to settle the remaining obligations of the acquisition.

Following is a summary of the key assumptions used in a Monte Carlo simulation to calculate the fair value of the contingent consideration related to the NEPSI Acquisition:


		*June 30,*
Fiscal Year 2024		*2024*
Revenue risk premium		5.50	%
Revenue volatility		27.5	%
Stock Price	$	23.39
Payment delay (days)		80
Fair value (millions)	$	7.0



	*March 31,*			*December 31,*			*September 30,*			*June 30,*			*March 31,*
Fiscal Year 2023	*2024*			*2023*			*2023*			*2023*			*2023*
Revenue risk premium		5.50	%		5.70	%		5.30	%		5.20	%		5.30	%
Revenue volatility		24.8	%		24.8	%		27.5	%		22.5	%		25	%
Stock Price	$	13.51		$	11.14		$	7.55		$	6.26		$	4.91
Payment delay (days)		80			80			80			80			80
Fair value (millions)	$	3.1		$	1.2		$	3.5		$	2.6		$	1.3

During the three and six months ended September 30, 2024 the Company issued 300,000 shares of common stock related to the achievement of specified revenue objectives at a fair value of $6.5 million. The Company recorded a gain resulting from the decrease in fair value of $0.5 million and a loss of $3.4 million resulting from the increases in the fair value of the contingent consideration in the three and six months ended September 30, 2024, respectively. The Company recorded losses of $0.9 million and $2.2 million resulting from the increases in the fair value of the contingent consideration in the three and six months ended September 30, 2023, respectively.