Business Combination (Tables)
|
6 Months Ended |
Jun. 30, 2026 |
|---|
| Metal Technology Inc |
|
| Business Combination [Line Items] |
|
| Schedule of Estimated Fair Values of Assets Acquired, and Liabilities Assumed in Connection with Acquisition |
The following table sets forth the allocation of the fair value of the assets acquired and liabilities assumed. No material adjustments were recognized during the measurement period.
|
|
|
|
|
|
|
Total Amount |
|
Assets Acquired |
|
(in thousands) |
|
Cash and cash equivalents |
|
$ |
2,230 |
|
Accounts receivable |
|
|
2,734 |
|
Inventory |
|
|
2,435 |
|
Prepaid and other current assets |
|
|
173 |
|
Property, plant and equipment |
|
|
10,672 |
|
Intangible assets |
|
|
30,700 |
|
Right of use lease assets |
|
|
715 |
|
Total assets acquired |
|
$ |
49,659 |
|
|
|
|
|
Accounts payable |
|
|
374 |
|
Accrued payroll and related expenses |
|
|
10,815 |
|
Lease liabilities, current |
|
|
113 |
|
Lease liabilities, non-current |
|
|
602 |
|
Other current liabilities |
|
|
461 |
|
Total liabilities assumed |
|
$ |
12,365 |
|
|
|
|
|
Goodwill |
|
$ |
45,019 |
|
Fair Value of Consideration |
|
$ |
82,313 |
|
|
| Schedule of Intangible Assets Acquired in Acquisition |
Below is a summary of the intangible assets acquired in the MTI Acquisition:
|
|
|
|
|
|
|
|
|
Intangible Asset |
|
Acquisition
Date Fair Value
(in thousands) |
|
|
Estimated Life
(Years) |
|
Customer Relationships |
|
$ |
19,700 |
|
|
|
14.0 |
|
Backlog |
|
|
3,600 |
|
|
|
2.7 |
|
Know-How |
|
|
7,400 |
|
|
|
7.0 |
|
Total Intangible Assets Acquired |
|
$ |
30,700 |
|
|
|
|
|
| Industrial Solid Propulsion |
|
| Business Combination [Line Items] |
|
| Schedule of Estimated Fair Values of Assets Acquired, and Liabilities Assumed in Connection with Acquisition |
The following table sets forth the allocation, as of June 30, 2026, of the fair value of the assets acquired and liabilities assumed in connection with the ISP Acquisition:
|
|
|
|
|
|
|
Total Amount |
|
Assets Acquired |
|
(in thousands) |
|
Cash and cash equivalents |
|
$ |
2,791 |
|
Accounts receivable |
|
|
597 |
|
Inventory |
|
|
1,202 |
|
Prepaid and other current assets |
|
|
39 |
|
Property, plant and equipment |
|
|
4,239 |
|
Intangible assets |
|
|
21,400 |
|
Deferred tax assets |
|
|
941 |
|
Total assets acquired |
|
$ |
31,209 |
|
|
|
|
|
Accounts payable |
|
|
279 |
|
Accrued payroll and related expenses |
|
|
2,122 |
|
Contract liabilities |
|
|
95 |
|
Long-term notes payable |
|
|
1,919 |
|
Total liabilities assumed |
|
$ |
4,415 |
|
|
|
|
|
Goodwill |
|
$ |
31,843 |
|
Fair Value of Consideration |
|
$ |
58,637 |
|
|
| Schedule of Intangible Assets Acquired in Acquisition |
Below is a summary of the intangible assets acquired in the ISP Acquisition:
|
|
|
|
|
|
|
|
|
Intangible Asset |
|
Acquisition
Date Fair Value
(in thousands) |
|
|
Estimated Life
(Years) |
|
Customer Relationships |
|
$ |
13,500 |
|
|
|
10.0 |
|
Backlog |
|
|
1,900 |
|
|
|
1.6 |
|
Know-How |
|
|
6,000 |
|
|
|
15.0 |
|
Total Intangible Assets Acquired |
|
$ |
21,400 |
|
|
|
|
|
| Five Axis Industries, Inc |
|
| Business Combination [Line Items] |
|
| Schedule of Estimated Fair Values of Assets Acquired, and Liabilities Assumed in Connection with Acquisition |
The following table sets forth the acquisition date fair value of the assets acquired, and liabilities assumed in connection with the acquisition:
|
|
|
|
|
|
|
Total Amount |
|
Assets Acquired |
|
(in thousands) |
|
Cash and cash equivalents |
|
$ |
5,055 |
|
Accounts receivable |
|
|
1,807 |
|
Property, plant and equipment |
|
|
4,466 |
|
Intangible assets |
|
|
48,000 |
|
Total assets acquired |
|
$ |
59,328 |
|
Accounts payable |
|
|
156 |
|
Accrued payroll and related expenses |
|
|
70 |
|
Other current liabilities |
|
|
153 |
|
Deferred tax liabilities |
|
|
12,886 |
|
Total liabilities assumed |
|
$ |
13,265 |
|
|
|
|
|
Goodwill |
|
$ |
50,505 |
|
Fair Value of Consideration |
|
$ |
96,568 |
|
|
| Schedule of Intangible Assets Acquired in Acquisition |
Below is a summary of the intangible assets acquired in the Five Axis Acquisition:
|
|
|
|
|
|
|
|
|
Intangible Asset |
|
Acquisition
Date Fair Value
(in thousands) |
|
|
Estimated Life
(Years) |
|
Customer Relationships |
|
$ |
44,500 |
|
|
|
14.0 |
|
Backlog |
|
|
3,500 |
|
|
|
0.8 |
|
Total Intangible Assets Acquired |
|
$ |
48,000 |
|
|
|
|
|
| Seemann Acquisition |
|
| Business Combination [Line Items] |
|
| Schedule of Estimated Fair Values of Assets Acquired, and Liabilities Assumed in Connection with Acquisition |
preliminary acquisition date fair value of the assets acquired and liabilities assumed in connection with the Seemann Acquisition:
|
|
|
|
|
|
|
Total Amount |
|
Assets Acquired |
|
(in thousands) |
|
Cash and cash equivalents |
|
$ |
5,909 |
|
Accounts receivable |
|
|
10,789 |
|
Contract assets |
|
|
5,971 |
|
Inventory |
|
|
1,158 |
|
Prepaid and other current assets |
|
|
1,106 |
|
Property, plant and equipment |
|
|
12,227 |
|
Intangible assets |
|
|
61,000 |
|
Operating lease right-of-use assets |
|
|
22,506 |
|
Other assets |
|
|
732 |
|
Total assets acquired |
|
$ |
121,398 |
|
|
|
|
|
Accounts payable |
|
|
6,169 |
|
Accrued payroll and related expenses |
|
|
1,469 |
|
Contract liabilities |
|
|
3,597 |
|
Short term operating lease liabilities |
|
|
476 |
|
Other current liabilities |
|
|
506 |
|
Non current operating lease liabilities, net of current portion |
|
|
21,906 |
|
Total liabilities assumed |
|
$ |
34,123 |
|
|
|
|
|
Goodwill |
|
$ |
145,635 |
|
Fair Value of Consideration |
|
$ |
232,910 |
|
The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets was recorded as goodwill and is fully deductible for tax purposes.
|
| Schedule of Intangible Assets Acquired in Acquisition |
Below is a summary of the intangible assets acquired in the Seemann Acquisition:
|
|
|
|
|
|
|
|
|
Intangible Asset |
|
Acquisition
Date Fair Value
(in thousands) |
|
|
Estimated Life
(Years) |
|
Trade Name |
|
$ |
2,000 |
|
|
|
3.0 |
|
Know-How |
|
|
18,000 |
|
|
|
10.0 |
|
Customer Contracts |
|
|
17,500 |
|
|
|
8.0 |
|
Backlog |
|
|
23,500 |
|
|
|
5.1 |
|
Total Intangible Assets Acquired |
|
$ |
61,000 |
|
|
|
|
|
| Summary of Determined Revised Financial Statement Line Items |
The Company has determined that it is appropriate to revise the following financial statement line items in the condensed consolidated financial statements as of and for the three months ended March 31, 2026:
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|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2026 |
|
|
As reported |
|
|
Adjustments |
|
|
As revised |
|
|
(in thousands) |
|
Intangible assets, net (Customer contracts) |
$ |
400,459 |
|
|
$ |
(61,000 |
) |
|
$ |
339,459 |
|
Property, plant and equipment |
$ |
150,149 |
|
|
$ |
5,951 |
|
|
$ |
156,100 |
|
Goodwill |
$ |
439,210 |
|
|
$ |
55,438 |
|
|
$ |
494,648 |
|
Total Assets |
$ |
1,417,738 |
|
|
$ |
389 |
|
|
$ |
1,418,127 |
|
|
|
|
|
|
|
|
|
|
Contract liabilities |
$ |
25,752 |
|
|
$ |
389 |
|
|
$ |
26,141 |
|
Total current liabilities |
$ |
104,796 |
|
|
$ |
389 |
|
|
$ |
105,185 |
|
Total liabilities |
$ |
1,012,047 |
|
|
$ |
389 |
|
|
$ |
1,012,436 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
209 |
|
|
$ |
1,742 |
|
|
$ |
1,951 |
|
Net cash flows provided by financing activities |
$ |
257,155 |
|
|
$ |
(1,742 |
) |
|
$ |
255,413 |
|
|