Business Combination |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination | Business Combination On October 8, 2025 (the “Closing Date”), the Company entered into an agreement (the “Agreement”) to purchase the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region (the “Seller”). The transfer of control from the Seller to the Company is referred to as the “Acquisition”. The Acquisition was consummated on the Closing Date. The Acquisition was funded from existing cash of the Company. These financial statements include results of operations following the consummation of the Acquisition for the period from October 8, 2025 through December 31, 2025, which include airtime revenue of $2.5 million and airtime costs of service sales of $1.5 million. In connection with the acquisition, a subsidiary of the Company made offers of employment to eleven employees of the Seller, all of which were accepted. The Company also entered into transition arrangements with the Seller to facilitate the orderly transfer of the business. The transfer of certain agreements requires the consent of the counterparty. The Company expects that, if consent is not obtained, the Company and the Seller will fulfill those agreements through subcontracting arrangements, where permitted. The agreements remain terminable in accordance with their terms, and the unanticipated termination of any of the agreements may prevent the Company from realizing some or all of the anticipated benefits of the acquisition. Purchase Consideration The aggregate purchase price consideration transferred from the Company to the Seller totaled $4,721, which consisted of cash payments at closing totaling $3,775 and non-cash consideration in form of the settlement of certain receivables owed to the Company by the Seller and valued at $945. Assets and Liabilities Acquired The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The acquisition resulted in recorded goodwill as a result of the synergies expected to be realized, assembled workforce, and how the Company expects to leverage the business to create additional value for its equity holders. The acquisition is expected to expand the Company’s maritime satellite communications distribution capabilities and customer base in the Asia-Pacific market. The acquisition is also expected to contribute incremental gross margin and be accretive to the Company’s earnings. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values as of the acquisition date. The goodwill is expected to be deductible for income tax purposes. The following table summarizes the fair value of the assets acquired as of October 8, 2025:
The Company engaged a third-party specialist to assist management in the determination of the estimated fair value of intangible asset acquired. The fair value of the intangible asset was estimated using Multi-Period Excess Earnings Method (MPEEM), an income approach specifically used to measure the fair value of intangible asset that generate distinct, separable cash flows. The use of MPEEM further supports the separability of customer relationships by demonstrating that the customer relationships generate standalone economic benefits and could be sold, licensed, or transferred, either independently or with related contracts or assets. The following table summarizes the acquired identifiable intangible asset, Closing Date fair value, and useful life:
Transition Services The Agreement included certain transition services to be provided by the Seller to the Company, which are not expected to be material. Transaction Costs In conjunction with the Acquisition, the Company’s acquisition expenses of approximately $352 have been included within general and administrative expenses on the accompanying consolidated statements of operations.
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