v3.26.1
Business Combinations
 3 Months Ended
Mar. 31, 2026
Business Combination [Line Items]  
Business Combinations

Note 3. Business Combinations

Micro-Tronics

On January 5, 2026, the Company acquired 100% equity interest in Micro-Tronics, Inc. (“Micro-Tronics”), a leading provider of engineered, mission-critical elastomeric and metallic components for commercial aerospace and defense applications. The acquisition expands the Company's product line into adjacent and overlapping capabilities, including elastomeric diaphragm seals and assemblies to high-precision electrical discharge machined components. The total consideration of $71,609 is preliminary and subject to the resolution of customary closing adjustments which have not yet been finalized. The acquisition was funded by $25,000 of proceeds from a draw on the 2025 DDTL (as defined below in "Note 11. Debt") and cash on hand.

The preliminary purchase price allocation to the underlying assets acquired and liabilities assumed based on their fair values as of the acquisition date consisted of total assets acquired of $74,969, including intangible assets of $26,400, goodwill of $17,775, property, plant, and equipment of $16,288 and all other current and non-current assets of $14,506, with assumed total liabilities of $3,360. Goodwill was primarily attributable to synergies and economies of scale expected from combining the operations of the Company and Micro-Tronics. Substantially all of the goodwill is expected to be deductible for tax purposes, subject to finalization of the purchase price allocation.

Oldham Seals Group Limited

On June 27, 2025, the Company acquired 100% equity interest in Oldham Seals Group Limited (“Oldham”), a Chichester, England based company that designs and manufactures highly engineered elastomeric and polymer products for the naval and civilian shipping, oil and gas and traction industries. The total consideration consisted of $115,099 of cash and $331 of deferred consideration. The acquisition was funded by $92,000 of proceeds from the issuance of debt from the Company’s existing debt instruments and cash on hand.

The purchase price allocation to the underlying assets acquired and liabilities assumed based on their fair values as of the acquisition date consisted of total assets acquired of $135,222, including goodwill of $58,586, intangible assets of $54,532, cash and cash equivalents of $10,690, property, plant and equipment of $4,842, and all other current and non-current assets of $6,572, with assumed total liabilities of $19,792, which includes deferred tax liabilities of $14,924. Goodwill was primarily attributable to synergies and economies of scale expected from combining the operations of the Company and Oldham. Goodwill is not deductible for tax purposes.

Spira Manufacturing Corporation

On January 8, 2025, the Company acquired 100% equity interest in Spira Manufacturing Corporation (“Spira”), which specializes in custom manufacturing of electromagnetic interference and radio-frequency interference shielding gaskets and products. The total consideration consisted of $49,916 of cash and $551 of deferred consideration. The acquisition was funded by $42,000 of proceeds from the issuance of debt from the Company’s existing debt instruments and cash on hand. As of March 31, 2026, all deferred consideration was paid.

The purchase price allocation to the underlying assets acquired and liabilities assumed based on their fair values as of the acquisition date consisted of total assets acquired of $60,757, including goodwill of $27,933, intangible assets of $21,700, property, plant, and equipment of $2,635 and all other current and non-current assets of $8,489, with assumed total liabilities of $10,290 which includes deferred tax liabilities of $5,658. Goodwill was primarily attributable to synergies and economies of scale expected from combining the operations of the Company and Spira. Goodwill is not deductible for tax purposes.

Pro forma revenue and net income have not been presented for Micro-Tronics, Oldham, and Spira because the financial results are, individually and in the aggregate, not material to the condensed combined financial statements in any period presented.