Subsequent events |
6 Months Ended |
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Jun. 30, 2025 | |
Subsequent events | |
Subsequent events | Note 18. Subsequent Events The Company has evaluated subsequent events since June 30, 2025, the date of these financial statements. There were no material events or transactions discovered during this evaluation that requires recognition or disclosure in the financial statements, except as set forth below. On July 1, 2025, the Company acquired 100% of the issued and outstanding limited liability company interests in Accu-Fab for $140,500, subject to customary adjustments including a net working capital adjustment. The acquisition was consummated in accordance with the terms and conditions of the Purchase Agreement, dated as of May 23, 2025, among the Company, Accu-Fab and Tide Rock Yieldco, LLC. Accu-Fab is a vertically integrated manufacturing partner providing value-added services including design, engineering, sheet metal fabrication and integration, and specialized finishing serving large OEMs within the critical power infrastructure, data center and renewable energy end-markets. The Company financed the acquisition by borrowing under its Credit Agreement; refer to Note 3 – Debt for additional details. Following the closing, the parties will determine the actual adjustments as of the closing and reconcile the resulting final purchase price. The Company has incurred non-recurring transaction costs of $2,378 as of June 30, 2025 related to this acquisition. These costs were associated with legal and professional services and were recognized as other selling, general and administrative expenses on the Condensed Consolidated Statements of Comprehensive Income (Loss). Due to the limited time since the closing of the acquisition, the valuation efforts and related acquisition accounting is incomplete at the time of the filing of these unaudited condensed consolidated financial statements. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired, including goodwill and other intangible assets. In addition, because the acquisition accounting is incomplete, the Company is unable to provide the supplemental pro forma revenue and earnings for the combined entity, and as such, required disclosures will be presented in future periods. On August 5, 2025, we initiated a restructuring plan (the Plan) designed to reduce the Company’s fixed costs and optimize its footprint. The Plan provides for the consolidation of three warehouses and one manufacturing facility into the Company’s other facilities over the next to eighteen months. We expect to incur aggregate charges of between $5,000 and $7,000 in total restructuring costs, which includes approximately $5,000 for equipment relocation to other facilities and footprint optimization and $1,000 in asset write-downs and related charges.
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