v3.26.1
Business Combinations
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Business Combinations Business Combinations
2026 Acquisitions

On June 4, 2026, the Company acquired ARMEC, LLC and its affiliated entity equity interests in a business combination for its U.S.-based precision manufacturing and mechanical engineering expertise specializing in high-precision machining and prototyping for the nuclear industry for aggregate consideration of $20,462, consisting of (i) $15,857 of cash consideration, (ii) $1,700 of purchase price holdback amounts subject to purchase price adjustments and indemnification claims, which has been adjusted for settlement of preexisting relationships, and (iii) $3,110 of earnout contingent consideration recorded at fair value, subject to a potential maximum payment of $5,000, see Note 6—Financial Instruments for additional details.

On June 15, 2026, the Company acquired Creative Engineers, Inc. in a business combination for its U.S.-based chemical process engineering expertise in sodium and alkali-metal systems for the nuclear industry for aggregate consideration of $12,918, consisting of (i) $10,911 of cash consideration and (ii) $2,000 of purchase price holdback amounts subject to purchase price adjustments and indemnification claims, which has been adjusted for settlement of preexisting relationships.
As of June 30, 2026, the accounting for the acquisitions is preliminary, and the amounts recognized in these financial statements are provisional. The Company is continuing to finalize certain working capital adjustments and fair value estimates of assets acquired and liabilities assumed. The Company expects to finalize the fair values of the assets acquired and liabilities assumed during the one-year measurement period.

The composition of the preliminary purchase price is as follows:
Cash$26,768 
Purchase price holdback amounts, net4,066 
Contingent consideration3,110 
Settlement of preexisting relationships(564)
Total purchase consideration$33,380 

The Company incurred $575 in transaction costs related to the acquisitions, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded in general and administrative expenses on the condensed consolidated statements of operations.

The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition dates based upon their respective fair values as summarized below:
Cash$1,032 
Accounts receivable2,496 
Prepaid expenses and other current assets2,437 
Property, plant and equipment3,966 
Operating lease right-of-use assets320 
Intangible assets16,800 
Goodwill9,914 
Accounts payable(205)
Accrued expenses and other(716)
Other current liabilities(102)
Operating lease liability(320)
Debt(2,242)
Net assets acquired$33,380 

Intangible assets acquired, consisting of customer relationships with a weighted average useful life of 10.9 years, and trade names with a weighted-average useful life of 8.5 years, are included in intangible assets, net on the condensed consolidated balance sheets. Goodwill recognized is primarily attributable to the assembled workforce, expected synergies and other future economic benefits of the acquired businesses. The goodwill arising from the acquisitions is deductible for tax purposes.

Pro forma results of operations for these business combinations have not been presented because they are not material to the consolidated results of operations, either individually or in aggregate.

The results of operations for the acquisitions are included in the condensed consolidated financial statements beginning on their respective acquisition dates. For the three and six months ended June 30, 2026, revenue and net loss attributable to the acquisitions that were included in the Company's condensed consolidated statements of operations were $968 and $42, respectively.

2025 Acquisitions

On February 28, 2025 (the “Acquisition Date”), the Company acquired Atomic Alchemy Inc.’s ("Atomic Alchemy") common stock in a business combination for its radioisotope business located in the U.S. The purchase price of $28,424 was comprised of (i) a cash portion of $900, net of cash acquired, paid at the Acquisition Date to certain Atomic Alchemy equity holders for their respective portion of the consideration, and (ii) the issuance of 820,840 shares of the Company’s common stock representing stock consideration in exchange for Atomic Alchemy’s common stock. At the Acquisition
Date, the Company’s common stock public trading price of $33.39 per share was used to measure the stock consideration of $27,408.

In connection with the business combination, the Company issued 274,339 shares of its common stock, subject to certain lock-up provisions, vesting conditions, and substantial risk of forfeiture, representing post-combination services, pursuant to an employment agreement and vesting agreement.

The composition of the purchase price is as follows:
Cash$1,016 
Common stock27,408 
Total purchase consideration$28,424 

The Company incurred $410 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded in general and administrative expenses on the condensed consolidated statements of operations.

During the fourth quarter of 2025, the Company adjusted the purchase price allocation as a result of certain measurement period adjustments to the acquired assets and liabilities assumed. The Company finalized its measurement period accounting after filing Atomic Alchemy's short year 2025 federal and state income tax returns, and following revisions to internal estimates and new information obtained about facts and circumstances that existed as of the Acquisition Date. The measurement period adjustments included a decrease in deferred tax liabilities of $99 with a corresponding decrease to goodwill.

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the Acquisition Date based upon their respective fair values as summarized below:
Cash$116 
Prepaid expenses99 
Property and equipment40 
Operating lease right-of-use assets19 
Indefinite-lived intangible assets27,500 
Goodwill6,621 
Operating lease liability(19)
Other current liabilities(268)
Deferred tax liabilities(5,684)
Net assets acquired
$28,424 

The Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The fair value of the indefinite-lived intangible assets representing in-process research and development ("IPR&D") were valued using a pre-tax royalty for the hypothetical use of a trade name for a selected royalty rate based on a market licensing agreement benchmarking analysis.

The IPR&D consisted of two separate projects, Abundantia and Meitner. Abundantia’s fair value assigned of $4,600 is expected to produce revenue in 2027 from the sale of purified radium and other desired radioisotopes produced via irradiation. Meitner’s fair value of $22,900 is a later stage project which will produce for sale isotopes that are prepared and irradiated into radioisotopes in Versatile Isotope Production Reactors (“VIPR”), which is a thermal pool-type nuclear reactor. Each project has a different risk profile, cash flows, and its own unique process. Abundantia's fair value was determined using a risk-adjusted cash flow approach applied to its potential cash flows, subject to obtaining a certain material handling permit required by the NRC. Meitner is expected to produce revenue once a facility is constructed, with its fair value determined using a risk-adjusted cash flow approach applied to its cash flows, subject to approval of an application for a construction license and operating license by the NRC. There was no estimated useful life assigned given the assets are IPR&D. The IPR&D is included in intangible assets, net on the condensed consolidated balance sheets.

The excess of the purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a noncurrent asset that is not amortized but is subject to
an annual review for impairment. The goodwill arising from the acquisition of Atomic Alchemy is not deductible for tax purposes.

The results of operations of Atomic Alchemy are included in the condensed consolidated financial statements beginning on the Acquisition Date.