Mike Jenkins: It’s a three-year earnout. This would be year one and ending at the end of our fiscal year for the first year. So as I’ve indicated, I believe if we continue on the pace we’re on, we believe that will be earned. Second year, is again the next fiscal year. And then there’s a third year in what will be our fiscal ’26 — ’25, I am sorry, fiscal ’25.
Andrew Shapiro: And how much is the maximum to pay in each of the next two years?
Mike Jenkins: There’s three years current year, $3.5 million in the second year and $4 million in the third year. There’s also a cumulative kicker at the end of the third year, under which you could earn an additional $4 million — up to an additional $4 million.
Andrew Shapiro: Okay. And the test for paying these, is it based on revenues, EBITDA, EBIT, what’s the metric?
Mike Jenkins: It’s an EBITDA metric.
Andrew Shapiro: And you’re adding a bunch of people to build out the sales and service infrastructure required to extend Voltrek reach across the U.S. from its current focus in the Northeast, as your quote is. This people hire — and is this primarily internal and fixed cost or outsourced and variable?
Mike Jenkins: It’s a combination of both, we execute the model through independent contractors in terms of site installation, but the internal resources are really on the project management side, the sourcing opportunities, and then the project management side of the business.
Andrew Shapiro: And are all of those costs then allocable towards the Voltrek side of the house and built into them the measurement of EBITDA?
Mike Jenkins: That is correct.
Andrew Shapiro: And the other costs that are referenced or referred to here, are these like onetime investment costs or most of them ongoing and fixed costs?
Mike Jenkins: I’m sorry. I didn’t quite follow that question. Could you repeat that?
Andrew Shapiro: I think in your — the text of your press release, and in your script, you refer to people and other costs. The other costs that are being incurred to build things out and the infrastructure out, are they onetime shots, maybe capitalized or are they ongoing costs?
Mike Jenkins: Yes. This is predominantly adding staff and people to do the work that I just spoke about on the sourcing and the project management side. The infrastructures — any infrastructure expense is relatively minimal.
Operator: That concludes today’s Q&A session. At this time, I would like to turn the call back to Mike Jenkins for closing remarks.
Mike Jenkins: Great. Thank you, operator. As many of you know today, marks my first time with this call as CEO. I certainly look forward to meeting and engaging with all of you and other stakeholders in the coming months and quarters as we execute our growth plan. If you have any questions or comments in the interim, or would like to schedule a call with management, please contact our IR team whose information is included on today’s press release. Thank you all again for joining us today and we look forward to talking to you soon.
Operator: This concludes today’s conference call. Thank you all for joining and enjoy the rest of your day.
