| Schedule of Allocation of Fair Value of Assets and Liabilities |
The following table summarizes the purchase consideration and the estimated fair values of assets acquired and liabilities assumed as of the 1901 Effective Date, with any excess of the purchase consideration over the estimated fair value of the net assets acquired recorded as goodwill. | | | | | | | | | | | | | | | | | | (in thousands) | | Purchase Price Allocation | | | | | | | | | | Consideration: | | | | | | | | | | | | Cash | | $ | 67,521 | | | | | | | | | | | Estimated working capital adjustment | | (3,298) | | | | | | | | | | | Earnout provision | | 4,751 | | | | | | | | | | | Total Consideration | | 68,974 | | | | | | | | | | | | | | | | | | | | | | Fair value of assets acquired: | | | | | | | | | | | | Cash and cash equivalents | | 1,543 | | | | | | | | | | | Accounts receivable | | 40,348 | | | | | | | | | | | Contract assets | | 3,662 | | | | | | | | | | | Other current assets | | 1,243 | | | | | | | | | | | Property and equipment | | 8,674 | | | | | | | | | | | Operating lease right-of-use assets | | 1,120 | | | | | | | | | | | Intangible assets | | 31,500 | | | | | | | | | | | Amount attributable to assets acquired | | 88,090 | | | | | | | | | | | | | | | | | | | | | | Fair value of liabilities assumed: | | | | | | | | | | | | Current portion of long-term debt – finance leases | | 1,072 | | | | | | | | | | | Accounts payable, including retainage | | 13,810 | | | | | | | | | | | Current operating lease liabilities | | 464 | | | | | | | | | | | Accrued expenses and other current liabilities | | 7,181 | | | | | | | | | | | Contract liabilities | | 7,650 | | | | | | | | | | | Long-term debt – finance leases | | 2,618 | | | | | | | | | | | Long-term operating lease liabilities | | 655 | | | | | | | | | | | Amount attributable to liabilities assumed | | 33,450 | | | | | | | | | | | Goodwill | | $ | 14,334 | | | | | | | | | |
The following table summarizes the purchase consideration and the estimated fair values of assets acquired and liabilities assumed as of the CYMCOR Effective Date, with any excess of the purchase consideration over the estimated fair value of the net assets acquired recorded as goodwill. | | | | | | | | | | | | | | | | | | (in thousands) | | Purchase Price Allocation | | | | | | | | | | Consideration: | | | | | | | | | | | | Cash | | $ | 32,403 | | | | | | | | | | | Estimated working capital adjustment | | 22 | | | | | | | | | | | Total Consideration | | 32,425 | | | | | | | | | | | | | | | | | | | | | | Fair value of assets acquired: | | | | | | | | | | | | Cash and cash equivalents | | 2,539 | | | | | | | | | | | Accounts receivable | | 858 | | | | | | | | | | | Contract assets | | 201 | | | | | | | | | | | Other current assets | | 10 | | | | | | | | | | | Property and equipment | | 49 | | | | | | | | | | | Operating lease right-of-use assets | | 630 | | | | | | | | | | | Intangible assets | | 15,000 | | | | | | | | | | | | | | | | | | | | | | Amount attributable to assets acquired | | 19,287 | | | | | | | | | | | | | | | | | | | | | | Fair value of liabilities assumed: | | | | | | | | | | | | Accounts payable, including retainage | | 78 | | | | | | | | | | | Current operating lease liabilities | | 88 | | | | | | | | | | | Accrued expenses and other current liabilities | | 86 | | | | | | | | | | | Contract liabilities | | 261 | | | | | | | | | | | Long-term operating lease liabilities | | 542 | | | | | | | | | | | Amount attributable to liabilities assumed | | 1,055 | | | | | | | | | | | Goodwill | | $ | 14,193 | | | | | | | | | |
The following table presents the final purchase price allocation, including cumulative measurement period adjustments recorded through June 30, 2026. Any excess of the purchase price over the fair value of the identifiable net assets acquired was recorded as goodwill. | | | | | | | | | | | | | | | | | | | | | | | | | | (in thousands) | | Purchase Price Allocation | | Cumulative Measurement Period Adjustments(1) | | Adjusted Purchase Price Allocation | | | | | | Consideration: | | | | | | | | | | | | Cash | | $ | 66,612 | | | $ | — | | | $ | 66,612 | | | | | | | | | | | | | | | | | | Total Consideration | | 66,612 | | | — | | | 66,612 | | | | | | | | | | | | | | | | | | Fair value of assets acquired: | | | | | | | | | | | | Cash and cash equivalents | | 961 | | | — | | | 961 | | | | | | | Accounts receivable | | 18,416 | | | — | | | 18,416 | | | | | | | Contract assets | | 4,176 | | | 920 | | | 5,096 | | | | | | | Other current assets | | 58 | | | — | | | 58 | | | | | | | Property and equipment | | 6,291 | | | — | | | 6,291 | | | | | | | | | | | | | | | | | | Intangible assets | | 16,200 | | | — | | | 16,200 | | | | | | | Amount attributable to assets acquired | | 46,102 | | | 920 | | | 47,022 | | | | | | | | | | | | | | | | | | Fair value of liabilities assumed: | | | | | | | | | | | | Accounts payable, including retainage | | 8,071 | | | 38 | | | 8,109 | | | | | | | | | | | | | | | | | | Accrued expenses and other current liabilities | | 1,527 | | | (150) | | | 1,377 | | | | | | | Contract liabilities | | 6,506 | | | 3,931 | | | 10,437 | | | | | | | | | | | | | | | | | | Amount attributable to liabilities assumed | | 16,104 | | | 3,819 | | | 19,923 | | | | | | | Goodwill | | $ | 36,614 | | | $ | 2,899 | | | $ | 39,513 | | | | | |
(1) The cumulative measurement period adjustments primarily related to refinements of acquired working capital balances, including accounts payable, accrued expenses and other current liabilities, and contract assets and contract liabilities, based on additional information regarding facts and circumstances that existed as of the acquisition date. The net effect of these adjustments was recorded as a corresponding adjustment to goodwill. Certain contract liability adjustments may be subject to recovery. As of September 30, 2026, no receivable has been recognized in connection with such potential recoveries. Any future amounts recovered will not result in adjustments to the final purchase price allocation.
|
| Schedule of Intangible Assets, Net |
Intangible assets, net as of September 30, 2026 are detailed below. | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in thousands) | | Gross Carrying Amount | | Accumulated Amortization | | Net Intangible Assets | | Weighted Average Useful Life (Years) | | Trade name and trademarks | | $ | 1,300 | | $ | (68) | | $ | 1,232 | | 1.4 | | | | | | | | | | | Customer relationships | | 23,200 | | (163) | | 23,037 | | 11.7 | | Backlog | | 6,200 | | (477) | | 5,723 | | 0.9 | | | | | | | | | | | Non-compete agreements | | 800 | | (9) | | 791 | | 7.2 | | | | | | | | | | | Total | | $ | 31,500 | | $ | (717) | | $ | 30,783 | | 9.0 |
Intangible assets, net as of September 30, 2026 are detailed below. | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in thousands) | | Gross Carrying Amount | | Accumulated Amortization | | Net Intangible Assets | | Weighted Average Useful Life (Years) | | Trade name and trademarks | | $ | 100 | | $ | (11) | | $ | 89 | | 1.3 | | Customer relationships | | 11,300 | | (202) | | 11,098 | | 9.1 | | Backlog | | 2,300 | | (288) | | 2,012 | | 1.1 | | Developed technology | | 400 | | (18) | | 382 | | 3.5 | | Non-compete agreements | | 900 | | (37) | | 863 | | 5.2 | | Total | | $ | 15,000 | | $ | (556) | | $ | 14,444 | | 7.5 |
|