Business Combination (Tables)
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9 Months Ended |
Sep. 30, 2026 |
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| Metal Technology Inc |
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| Business Combination [Line Items] |
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| 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 in connection with the MTI Acquisition. No material adjustments were recognized during the measurement period.
|
|
|
|
|
|
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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 |
|
|
|
|
|
Liabilities Assumed |
|
|
|
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:
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|
|
|
|
|
|
|
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 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 |
|
$ |
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 |
|
|
|
|
|
Liabilities Assumed |
|
|
|
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:
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|
|
|
|
|
|
|
|
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 |
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| Business Combination [Line Items] |
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| 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 Five Axis Acquisition:
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|
|
|
|
|
|
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 |
|
|
|
|
|
Liabilities Assumed |
|
|
|
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:
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|
|
|
|
|
|
|
|
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 |
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| Business Combination [Line Items] |
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| Schedule of Estimated Fair Values of Assets Acquired, and Liabilities Assumed in Connection with Acquisition |
The following table reflects the preliminary acquisition date fair value of the assets acquired and liabilities assumed in connection with the Seemann Acquisition:
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|
|
|
|
|
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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 |
|
Right-of-use assets |
|
|
22,506 |
|
Other assets |
|
|
732 |
|
Total assets acquired |
|
$ |
121,398 |
|
|
|
|
|
Liabilities Assumed |
|
|
|
Accounts payable |
|
|
6,169 |
|
Accrued payroll and related expenses |
|
|
1,469 |
|
Contract liabilities |
|
|
3,597 |
|
Short term lease liabilities |
|
|
476 |
|
Other current liabilities |
|
|
506 |
|
Non current lease liabilities, net of current portion |
|
|
21,906 |
|
Total liabilities assumed |
|
$ |
34,123 |
|
|
|
|
|
Goodwill |
|
|
145,635 |
|
Fair Value of Consideration |
|
$ |
232,910 |
|
|
| 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 Names |
|
$ |
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 |
|
|
|
|
|
| Walker Acquisition |
|
| Business Combination [Line Items] |
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| Schedule of Estimated Fair Values of Assets Acquired, and Liabilities Assumed in Connection with Acquisition |
The following table sets forth the preliminary acquisition date fair value of the assets acquired and liabilities assumed in connection with the Walker Acquisition:
|
|
|
|
|
|
|
Total Amount |
|
Assets Acquired |
|
(in thousands) |
|
Cash and cash equivalents |
|
$ |
4,782 |
|
Accounts receivable |
|
|
5,082 |
|
Inventory |
|
|
8,537 |
|
Prepaid and other current assets |
|
|
1,859 |
|
Property, plant and equipment |
|
|
11,913 |
|
Intangible assets |
|
|
37,965 |
|
Right-of-use assets |
|
|
5,962 |
|
Total assets acquired |
|
$ |
76,100 |
|
|
|
|
|
Liabilities Assumed |
|
|
|
Accounts payable |
|
|
2,909 |
|
Accrued payroll and related expenses |
|
|
1,688 |
|
Contract liabilities |
|
|
8,127 |
|
Current portion of lease liabilities |
|
|
605 |
|
Income taxes payable |
|
|
205 |
|
Other current liabilities |
|
|
3,075 |
|
Lease liabilities, net of current |
|
|
5,357 |
|
Other liabilities |
|
|
1,241 |
|
Deferred tax liabilities |
|
|
7,530 |
|
Total liabilities assumed |
|
$ |
30,737 |
|
|
|
|
|
Goodwill |
|
|
53,608 |
|
Fair Value of Consideration |
|
$ |
98,971 |
|
|
| Schedule of Intangible Assets Acquired in Acquisition |
Below is a summary of the intangible assets acquired in the Walker Acquisition:
|
|
|
|
|
|
|
|
|
Intangible Asset |
|
Acquisition
Date Fair Value
(in thousands) |
|
|
Estimated Life
(Years) |
|
Know-How |
|
|
6,779 |
|
|
|
10.0 |
|
Customer Relationships |
|
|
27,118 |
|
|
|
18.0 |
|
Backlog |
|
|
4,068 |
|
|
|
4.3 |
|
Total Intangible Assets Acquired |
|
$ |
37,965 |
|
|
|
|
|
| Schedule of Supplemental Pro-forma Revenue Information |
The supplemental pro forma revenue information has been prepared using the historical financial information of Karman and Walker combined, assuming the transaction occurred on January 1, 2025. The supplemental pro forma financial information does not necessarily represent what the combined companies’ revenue would have been had the acquisition of Walker been completed on January 1, 2025, nor is it intended to be a projection of future operating results of the combined company. The pro forma earnings of Walker are not material to the financial statements for the three and nine months ended September 30, 2026 and 2025.
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Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
|
(in thousands) |
|
Pro forma revenue |
|
$ |
212,938 |
|
|
$ |
132,758 |
|
|
$ |
568,824 |
|
|
$ |
364,666 |
|
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