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Goodwill and Acquisitions (Tables) | 3 Months Ended
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Mar. 31, 2026
Goodwill and Acquisitions [Abstract] |
Schedule of Amount of Goodwill | The following table summarizes the change in the Company’s goodwill:
(amounts in thousands) |  | Total |
Balance as of January 1, 2026 |  | $ | 251,809 |
Measurement period adjustments |  |  | (7,882 | )
Goodwill acquired during the period |  |  | 137,911 |
Balance as of March 31, 2026 |  | $ | 381,838 |
Schedule of Purchase Consideration to Estimated Fair Value of Assets Acquired and Liabilities | The following table summarizes the consideration paid for Rotron and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
(dollars in thousands) |  |  |
Purchase price consideration |  |  |
Cash |  | $ | 6,662 |
Equity |  |  | 35,115 |
Fair value of the earn-out consideration |  |  | 41,731 |
Total purchase price consideration |  | $ | 83,508 |
Estimated fair value of assets acquired: |  |  |  |
Cash and cash equivalents and restricted cash |  | $ | 154 |
Inventory |  |  | 972 |
Other current assets |  |  | 1,732 |
Property and equipment |  |  | 390 |
Right-of-use assets |  |  | 768 |
Intangible assets |  |  | 28,748 |
Total estimated fair value of assets acquired |  |  | 32,764 |
Estimated fair value of liabilities assumed: |  |  |  |
Accounts payable |  |  | 852 |
Accrued expenses and other current liabilities |  |  | 771 |
Lease liabilities |  |  | 768 |
Other long-term liabilities |  |  | 86 |
Deferred tax liability |  |  | 7,187 |
Total estimated fair value of liabilities assumed |  |  | 9,664 |
Net assets acquired |  | $ | 23,100 |
Goodwill |  | $ | 60,408 |
The following table summarizes the consideration paid for Bird and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
(dollars in thousands) |  |  |
Purchase price consideration |  |  |
Cash |  | $ | 23,456 |
Equity |  |  | 104,521 |
Total purchase price consideration |  | $ | 127,977 |
Estimated fair value of assets acquired: |  |  |  |
Cash and cash equivalents |  | $ | 3,493 |
Accounts receivable |  |  | 9,285 |
Inventory |  |  | 10,862 |
Other current assets |  |  | 5,614 |
Property and equipment |  |  | 1,042 |
Right of use asset |  |  | 1,674 |
Other long-term assets |  |  | 2,812 |
Intangible assets |  |  | 58,400 |
Total estimated fair value of assets acquired |  | $ | 93,182 |
Estimated fair value of liabilities assumed: |  |  |  |
Accounts payable |  | $ | 2,746 |
Accrued expenses and other current liabilities |  |  | 6,821 |
Deferred revenues |  |  | 14,253 |
Lease liabilities |  |  | 1,581 |
Deferred tax liability |  |  | 13,432 |
Total estimated fair value of liabilities assumed |  |  | 38,833 |
Net assets acquired |  | $ | 54,349 |
Goodwill |  | $ | 73,628 |
The excess purchase consideration over the estimated fair value of the net assets acquired resulted in a loss on the acquisition of the variable interest of $46.2 million, which is presented in other income (expense) in the condensed consolidated statements of operations.
(dollars in thousands) |  |  |
Purchase price consideration |  |  |
Cash |  | $ | 5,664 |
Equity portion of purchase price |  |  | 27,540 |
Fair value of contingent consideration |  |  | 84,171 |
Total purchase price consideration |  | $ | 117,375 |
Estimated fair value of assets acquired: |  |  |  |
Customer relationships |  | $ | 92,500 |
Estimated fair value of liabilities assumed: |  |  |  |
Deferred tax liability |  | $ | 21,275 |
Net assets acquired |  | $ | 71,225 |
Loss on acquisition of variable interest entity |  | $ | 46,150 |
The following table summarizes the consideration paid for Apeiro and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
(dollars in thousands) Purchase price consideration |  |  |
Cash consideration |  | $ | 11,950 |
Estimated fair value of assets acquired: |  |  |  |
Cash and cash equivalents and restricted cash |  | $ | 5,536 |
Certificates of deposit |  |  | 907 |
Other current assets |  |  | 646 |
Property and equipment |  |  | 84 |
Intangible assets |  |  | 3,982 |
Total estimated fair value of assets acquired |  | $ | 11,155 |
Estimated fair value of liabilities assumed: |  |  |  |
Accounts payable |  | $ | 1,317 |
Customer prepayments |  |  | 3,108 |
Accrued expenses and other current liabilities |  |  | 651 |
Deferred tax liability |  |  | 43 |
Total estimated fair value of liabilities assumed |  | $ | 5,119 |
Net Assets Acquired |  | $ | 6,036 |
Goodwill |  | $ | 5,914 |
The following table summarizes the consideration paid for SPO and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired, liabilities assumed and noncontrolling interest retained by SPO shareholders at the acquisition date.
(dollars in thousands) Purchase price consideration |  |  |
Cash |  | $ | 2,829 |
Estimated fair value of assets acquired: |  |  |  |
Cash and cash equivalents and restricted cash |  | $ | 6,087 |
Accounts receivable |  |  | 439 |
Inventory |  |  | 482 |
Other current assets |  |  | 104 |
Property and equipment |  |  | 3,731 |
Right of use asset |  |  | 2,511 |
Other long-term assets |  |  | 22 |
Intangible assets |  |  | 3,258 |
Total estimated fair value of assets acquired |  | $ | 16,634 |
Estimated fair value of liabilities assumed: |  |  |  |
Accounts payable |  | $ | 314 |
Accrued expenses and other current liabilities |  |  | 691 |
Government grant liability |  |  | 958 |
Convertible preferred notes |  |  | 6,300 |
Lease liabilities |  |  | 2,511 |
Deferred tax liability |  |  | 740 |
Total estimated fair value of liabilities assumed |  | $ | 11,514 |
Net assets acquired |  | $ | 5,120 |
Reconciliation of goodwill: |  |  |  |
Total consideration transferred |  | $ | 2,829 |
Add: Fair value of redeemable noncontrolling interest |  |  | 2,718 |
Less: Net assets acquired |  |  | (5,120 | )
Goodwill |  | $ | 427 |
The following table summarizes the consideration paid for Insight and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired, liabilities assumed and noncontrolling interest retained by Insight shareholders at the acquisition date.
(dollars in thousands) Purchase price consideration |  |  |
Cash |  | $ | 3,500 |
Estimated fair value of assets acquired: |  |  |  |
Cash and cash equivalents and restricted cash |  | $ | 2,534 |
Other current assets |  |  | 56 |
Property and equipment |  |  | 21 |
Intangible assets |  |  | 2,379 |
Total estimated fair value of assets acquired |  | $ | 4,990 |
Estimated fair value of liabilities assumed: |  |  |  |
Accrued expenses and other current liabilities |  | $ | 78 |
Deferred tax liability |  |  | 432 |
Total estimated fair value of liabilities assumed |  | $ | 510 |
Net assets acquired |  | $ | 4,480 |
Reconciliation of goodwill: |  |  |  |
Total consideration transferred |  | $ | 3,500 |
Add: Fair value of noncontrolling interest |  |  | 3,891 |
Less: Net assets acquired |  |  | (4,480 | )
Goodwill |  | $ | 2,911 |
The following table summarizes the consideration paid for 4M and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired, liabilities assumed and noncontrolling interest retained by 4M shareholders at the acquisition date.
(dollars in thousands) Purchase price consideration |  |  |
Cash |  | $ | 2,400 |
Common Stock – 801,068 Shares |  |  | 5,407 |
Total purchase price consideration |  | $ | 7,807 |
Estimated fair value of assets acquired: |  |  |  |
Cash and cash equivalents and restricted cash |  | $ | 1,712 |
Accounts receivable |  |  | 253 |
Other current assets |  |  | 351 |
Property and equipment and other long-term assets |  |  | 722 |
Intangible assets |  |  | 2,435 |
Total estimated fair value of assets acquired |  |  | 5,473 |
Estimated fair value of liabilities assumed: |  |  |  |
Accrued expenses and other current liabilities |  |  | 836 |
Notes payable |  |  | 494 |
Deferred tax liability |  |  | 462 |
Total estimated fair value of liabilities assumed |  |  | 1,792 |
Net assets acquired |  | $ | 3,681 |
Reconciliation of goodwill: |  |  |  |
Total consideration transferred |  | $ | 7,807 |
Add: Fair value of redeemable noncontrolling interest |  |  | 2,925 |
Less: Net assets acquired |  |  | (3,681 | )
Goodwill |  | $ | 7,051 |
The following table summarizes the consideration paid for Sentrycs and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
(dollars in thousands) Purchase price consideration |  |  |
Cash |  | $ | 134,053 |
Equity portion of purchase price |  |  | 90,556 |
Total purchase price consideration |  | $ | 224,609 |
Estimated fair value of assets acquired: |  |  |  |
Cash and cash equivalents |  | $ | 1,735 |
Accounts receivable |  |  | 2,403 |
Inventory |  |  | 2,005 |
Other current assets |  |  | 463 |
Property and equipment |  |  | 1,780 |
Right of use asset |  |  | 1,980 |
Other long-term assets |  |  | 312 |
Intangible assets |  |  | 72,454 |
Total estimated fair value of assets acquired |  | $ | 83,132 |
Estimated fair value of liabilities assumed: |  |  |  |
Accounts payable |  |  | 282 |
Accrued expenses and other current liabilities |  |  | 2,961 |
Deferred revenues |  |  | 3,681 |
Lease liabilities |  |  | 2,257 |
Deferred tax liability |  |  | 4,644 |
Total estimated fair value of liabilities assumed |  |  | 13,825 |
Net Assets Acquired |  | $ | 69,307 |
Goodwill |  | $ | 155,302 |
The following table summarizes the consideration paid for Robo-Team and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
Purchase price consideration |  |  |
Cash |  | $ | 81,653 |
Estimated fair value of assets acquired: |  |  |  |
Cash and cash equivalents and restricted cash |  | $ | 2,327 |
Accounts receivable |  |  | 424 |
Inventory |  |  | 5,682 |
Other current assets |  |  | 1,393 |
Property and equipment |  |  | 151 |
Right of use asset |  |  | 1,276 |
Intangible assets |  |  | 30,803 |
Other long-term assets |  |  | 344 |
Total estimated fair value of assets acquired |  |  | 42,400 |
Estimated fair value of liabilities assumed: |  |  |  |
Accounts payable |  |  | 1,835 |
Accrued expenses and other current liabilities |  |  | 967 |
Deferred revenues |  |  | 735 |
Lease liabilities |  |  | 1,434 |
Deferred tax liability |  |  | 345 |
Total estimated fair value of liabilities assumed |  |  | 5,316 |
Net Assets Acquired |  | $ | 37,084 |
Goodwill |  | $ | 44,569 |
Schedule of Pro Forma Information Presents Company’s Results of Operations | The unaudited pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2025 or what the Company’s operating results will be in future periods. There were no material nonrecurring pro forma adjustments directly attributable to the business combinations included in the unaudited reported pro forma revenue and earnings.
|  | Three months ended March 31, |
(dollars in thousands) |  | 2026 |  |  | 2025 |
Revenue |  | $ | 50,914 |  |  | $ | 6,617 |
Net income (loss) |  | $ | 360,255 |  |  | $ | (15,378 | )
The unaudited pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2025 or what the Company’s operating results will be in future periods. There were no material nonrecurring pro forma adjustments directly attributable to the business combinations included in the reported unaudited pro forma revenue and earnings.
|  | Three months ended March 31, |
(dollars in thousands) |  | 2026 |  |  | 2025 |
Revenue |  | $ | 57,869 |  |  | $ | 11,814 |
Net income (loss) |  | $ | 362,459 |  |  | $ | (15,291 | )
The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Apeiro had occurred on January 1, 2025.
(dollars in thousands) |  | Three months ended March 31, 2025 |
Revenue |  | $ | 6,682 |
Net loss |  | $ | (15,453 | )
The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of SPO had occurred on January 1, 2025. The unaudited pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2025 or what the Company’s operating results will be in future periods. There were no material nonrecurring pro forma adjustments directly attributable to the business combinations included in the reported unaudited pro forma revenue and earnings.
(dollars in thousands) |  | Three months ended March 31, 2025 |
Revenue |  | $ | 4,636 |
Net loss |  | $ | (16,028 | )
The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Insight had occurred on January 1, 2025. The unaudited pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2025 or what the Company’s operating results will be in future periods. There were no material nonrecurring pro forma adjustments directly attributable to the business combinations included in the reported pro forma revenue and earnings.
(dollars in thousands) | Three months ended March 31, 2025 |
Revenue | $ | 4,264 |
Net loss | $ | (15,439 | )
The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of 4M had occurred on January 1, 2025. The unaudited pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2025 or what the Company’s operating results will be in future periods. There were no material nonrecurring pro forma adjustments directly attributable to the business combinations included in the reported unaudited pro forma revenue and earnings.
(dollars in thousands) |  | Three months ended March 31, 2025 |
Revenue |  | $ | 5,884 |
Net loss |  | $ | (15,339 | )
The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Sentrycs had occurred on January 1, 2025. The unaudited pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2025 or what the Company’s operating results will be in future periods. There were no material nonrecurring pro forma adjustments directly attributable to the business combinations included in the reported unaudited pro forma revenue and earnings.
(dollars in thousands) |  | Three months ended March 31, 2025 |
Revenue |  | $ | 9,853 |
Net loss |  | $ | (19,302 | )
The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Robo-Team had occurred on January 1, 2025. The unaudited pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2025 or what the Company’s operating results will be in future periods. There were no material nonrecurring pro forma adjustments directly attributable to the business combinations included in the reported unaudited pro forma revenue and earnings.
(dollars in thousands) |  | Three months ended March 31, 2025 |
Revenue |  | $ | 7,753 |
Net loss |  | $ | (16,406 | )

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