Business Combinations (Tables)
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12 Months Ended |
Mar. 31, 2026 |
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| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
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| Summary of total consideration transferred |
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As of the Closing Date |
Cash paid at close |
|
$ |
5,951 |
Deferred consideration (1) |
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|
3,427 |
Settlement of preexisting relationships (2) |
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|
5,538 |
Total consideration |
|
$ |
14,916 |
(1)The deferred consideration reflects cash payments of $4.0 million which will be distributed over 24 monthly installments starting in January 2026. These payments were discounted to their present value using an 11.45% discount rate.
(2)The settlement of preexisting relationships reflects the resolution of outstanding accounts receivable and deferred revenue balances between Capstone and Cal Microturbine that existed as of the Closing Date. In accordance with ASC 805-10-25-20, this settlement was accounted for separately from the business combination and is excluded from the measurement of consideration transferred for purposes of the purchase price allocation and the determination of goodwill.
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| Summary of assets acquired and liabilities assumed |
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Acquisition Date Fair Value |
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Measurement Period Adjustments |
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Updated Acquisition Date Fair Value |
Assets acquired |
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Cash |
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$ |
7,361 |
|
$ |
— |
|
$ |
7,361 |
Accounts receivable |
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|
6,689 |
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|
— |
|
|
6,689 |
Inventories |
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|
760 |
|
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— |
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|
760 |
Lease receivable, current |
|
|
366 |
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— |
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|
366 |
Prepaid expenses and other current assets |
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|
19 |
|
|
5 |
|
|
24 |
Property, plant, equipment and rental assets |
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|
52 |
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— |
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|
52 |
Finance lease right-of-use assets |
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|
36 |
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— |
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|
36 |
Operating lease right-of-use assets |
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12 |
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— |
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|
12 |
Intangible assets (1) |
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|
3,884 |
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|
491 |
|
|
4,375 |
Goodwill |
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|
— |
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— |
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|
— |
Total assets acquired |
|
|
19,179 |
|
|
496 |
|
|
19,675 |
Liabilities assumed |
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|
|
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Accounts payable |
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|
432 |
|
|
— |
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|
432 |
Accrued expenses |
|
|
479 |
|
|
391 |
|
|
870 |
Accrued salaries and wages |
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|
655 |
|
|
105 |
|
|
760 |
Deferred revenue, current |
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|
2,649 |
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— |
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|
2,649 |
Finance lease liability, current |
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|
17 |
|
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— |
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|
17 |
Operating lease liability, current |
|
|
7 |
|
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— |
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|
7 |
Finance lease liability, non-current |
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19 |
|
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— |
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19 |
Operating lease liability, non-current |
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|
5 |
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— |
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|
5 |
Total liabilities assumed |
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|
4,263 |
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|
496 |
|
|
4,759 |
Net assets acquired |
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$ |
14,916 |
|
$ |
— |
|
$ |
14,916 |
(1) The intangible asset relates to customer relationships and was determined to have a amortization period of six years, amortized on a straight-line basis. Amortization expense from August 13, 2025, Closing Date, through March 31, 2026 is $0.4 million.
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| Schedule of pro forma financial information |
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Combined Company Pro Forma |
Year ended March 31, |
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2026 |
|
2025 |
Revenues, net |
$ |
111,915 |
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$ |
90,514 |
Net income (loss) |
|
7,621 |
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|
(9,069) |
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| Schedule of allocation of purchase consideration to assets acquired and liabilities assumed |
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Purchase Price Allocation |
Purchase consideration: |
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Cash paid at close |
|
$ |
1,000 |
Settlement of preexisting relationships (1) |
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|
971 |
Assumed liabilities (2) |
|
|
2,394 |
Total purchase consideration |
|
$ |
4,365 |
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|
|
|
Assets acquired: |
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Accounts receivable |
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$ |
2,764 |
Prepaid expenses and other current assets |
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|
19 |
Property, plant, equipment and rental assets |
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|
1 |
Intangible assets (3) |
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|
1,581 |
Net assets acquired |
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$ |
4,365 |
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(1) |
The settlement of pre-existing relationships related to accounts receivable. In accordance with ASC 805-10-25-20, this settlement was accounted for separately from the business combination and is excluded from the measurement of consideration transferred for purposes of the purchase price allocation and the determination of goodwill. |
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(2) |
The assumed liabilities include: Accounts payable of $335 thousand, Accrued salaries and wages of $27 thousand, and Deferred revenue of approximately $2.0 million.
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(3) |
The Company recognized an intangible asset related to the Company’s right, title, and interest in and to certain trademarks of $1.6 million with a 10-year life which is amortized on a straight-line basis over its estimated useful life.
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