Business description of Nextracker-Inc from last 10-k form

TABLE OF CONTENTS

 

    PART I    Page  
       1  

Item 1.

       3  

Item 1A.

       20  

Item 1B.

       66  

Item 2.

       66  

Item 3.

       66  

Item 4.

       66  
  PART II   

Item 5

       67  

Item 6.

       68  

Item 7.

       68  

Item 7A.

       84  

Item 8.

       86  

Item 9.

       126  

Item 9A.

       126  

Item 9B.

       127  

Item 9C.

       127  
  PART III   

Item 10.

       127  

Item 11.

       127  

Item 12.

       127  

Item 13.

       127  

Item 14.

       127  
  PART IV   

Item 15.

       128  

Item 16.

       128  

     128  

     132  

 

FORWARD-LOOKING STATEMENTS

Special note regarding forward-looking statements

Certain statements included in this Annual Report are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: our future financial performance, cash flows, liquidity position or other results; our management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; the effects of the Transactions (as defined below) on our business; expected payments under the Tax Receivable Agreement (as defined below); growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future tax rates, tax credits and other tax provisions; future foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. Terminology such as “will,” “may,” “should,” “could,” “would,” “believe,” “anticipate,” “intend,” “plan,” “expect,” “estimate,” “project,” “target,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate, and speak only to our expectations as of the date of this Annual Report.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or other events to be materially different from any future results, performance or other events expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. You should read this Annual Report and the documents that we have filed as exhibits hereto, completely and with the understanding that our actual future results, performance or other events may be materially different from what we expect.

Important factors that could cause actual results, performance or other events to differ materially from our expectations include:

 

   

the demand for solar energy and, in turn, our products;

 

   

competitive pressures within the solar tracker industry;

 

   

competition from conventional and other renewable energy sources;

 

   

variability in our results of operations, including as a result of fluctuations in our customers’ businesses as well as seasonal weather-related disruptions;

 

   

the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and solar energy;

 

   

our reliance on our suppliers and any problems with our suppliers or disruptions in our supply chain;

 

   

our ability to rapidly establish U.S. or foreign supplier manufacturing in response to business conditions or criteria for government incentives;

 

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changes in the global trade environment, including the imposition of import tariffs or bans;

 

   

the impact of the COVID-19 or other pandemics on our business, results of operations and financial condition;

 

   

a further increase in interest rates, or a reduction in the availability of tax equity or project debt financing, impacting the ability of project developers and owners to finance the cost of a solar energy system;

 

   

a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment to us;

 

   

defects or performance problems in our products;

 

   

delays, disruptions or quality control problems in our product development operations;

 

   

global disruption related to the Russian invasion of Ukraine;

 

   

pressure on margins or the availability of solar project financing due to inflation;

 

   

severe weather events, natural disasters and other catastrophic events;

 

   

our continued expansion into new markets;

 

   

our indebtedness;

 

   

electric utility industry policies and regulations;

 

   

decreases in the price of electricity;

 

   

our failure to protect our intellectual property and trade secrets or to successfully defend against third-party claims of infringement;

 

   

cybersecurity or other data incidents; and

 

   

the other risks and uncertainties set forth in the section entitled “Risk Factors.”

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. We claim the protection of the safe harbor for forward-looking statements contained in the Exchange Act and the Securities Act for any forward-looking statements.

Market and industry data

We use market data and industry forecasts and projections throughout this Annual Report, and in particular in the section titled “Business.” We have obtained the market data from certain third-party sources of information, including publicly available industry publications and subscription-based publications, including the following:

 

   

Energy Information Administration, Energy Power Monthly with Data for May 2022, July 2022

 

   

International Energy Agency, Renewables 2022, December 2022, all rights reserved

 

   

International Renewable Energy Agency, Battery Storage Paves Way for a Renewable-powered Future, March 2020

 

   

Joule, a Cell Press Journal, Global Techno-Economic Performance of Bifacial and Tracking Photovoltaic Systems, July 2020

 

   

Lazard Ltd., Levelized Cost of Energy Plus, April 2023

 

   

Renewables Now, Renewables 2020 Global Status Report, 2020

 

   

U.S. Energy Information Administration, Electric Power Monthly with Data for May 2022, July 2022

 

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