v3.26.1
Note 3 - Acquisition - Schedule of Business Acquisition (Details) - USD ($)
$ in Thousands
Nov. 14, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Goodwill   $ 214,821 $ 208,036 $ 26,642
Enercon Technologies, Ltd [Member]        
Cash $ 3,590      
Accounts receivable 21,088      
Inventories [1] 42,271      
Other current assets 4,144      
Property, plant and equipment [2] 9,357      
Intangible assets [3] 189,700      
Other assets 3,496      
Total identifiable assets 273,646      
Accounts payable 9,585      
Accrued expenses 6,670      
Other current liabilities 5,104      
Noncurrent liabilities [4] 34,331      
Total liabilities assumed 55,690      
Net identifiable assets acquired 217,956      
Goodwill [5] 186,714      
Net assets acquired 404,670      
Cash paid 324,071      
Fair value of contingent consideration 3,300      
Fair value of noncontrolling interest [6] 72,354      
Fair value of consideration transferred 404,670      
Deferred consideration (80,599)      
Total consideration paid 324,071      
Enercon Technologies, Ltd [Member] | Sellers Note [Member]        
Fair value of contingent consideration [7] $ 4,945      
[1] The inventories noted include an step-up in fair value of $2.4 million.
[2] The property, plant and equipment noted above includes a $3.7 million step-up based on acquisition-date fair value.
[3] The fair value of identifiable intangible assets related to Enercon is shown in the table below. For those intangible assets with finite lives, the acquisition-date fair values will be amortized over their respective estimated future lives utilizing the straight-line method.
[4] Deferred taxes have been established on the previously-mentioned step-ups for inventories, property, plant and equipment and intangible assets.
[5] The goodwill is identifiable to the Aerospace, Defense & Rugged Solutions reportable segment and is attributable to expected synergies from combining operations, as well as intangible assets that do not qualify for separate recognition. All goodwill will be deductible for tax purposes over a period of 15 years.
[6] In connection with its acquisition of Enercon, the Company recorded a redeemable noncontrolling interest which was initially recorded at a fair value of $72.4 million as of the acquisition date utilizing the Monte Carlo simulation. Inputs to this valuation approach included the projected EBITDA (as defined in the Purchase Agreement) for fiscal year 2026, a market price risk adjustment for the EBITDA of 8.4%, an EBITDA volatility measure of 51% and a forward rate of 4.08%.
[7] In connection with its acquisition of Enercon, the Company assumed a related party loan payable to FF3 in the amount of $4.9 million.