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Business Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Business Acquisitions

NOTE 3 – Business Acquisitions

 

SyQwest, LLC Acquisition

 

On July 29, 2024, we acquired 100% of the outstanding membership interests of SyQwest, LLC, a leading designer and manufacturer of a broad set of sonar and acoustic sensing solutions primarily for naval applications. The SyQwest acquisition is expected to strengthen our strategy and scale in the defense end market.

The purchase price of $128,017, which includes changes in working capital, was allocated to the fair values of assets and liabilities acquired as of July 29, 2024.

The following tables summarize the purchase price, the fair values of the assets acquired and the liabilities assumed as of the date of the acquisition of SyQwest:

 

 

Consideration Paid

 

Cash paid, net of cash acquired of $1,410

 

$

121,912

 

Contingent consideration

 

 

6,105

 

Purchase price

 

$

128,017

 

 

 

 

Fair Values at
July 29, 2024

 

Accounts receivable

 

$

770

 

Inventory

 

 

7,939

 

Other current assets

 

 

1,475

 

Property, plant and equipment

 

 

985

 

Other assets

 

 

684

 

Goodwill

 

 

46,600

 

Intangible assets

 

 

76,100

 

Fair value of assets acquired

 

 

134,553

 

Less fair value of liabilities acquired

 

 

(6,536

)

Purchase price

 

$

128,017

 

 

Goodwill represents the value the Company expects to be created by combining the operations of the acquired business with the Company’s operations, including the expansion of customer relationships, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be deductible for tax purposes.

 

The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:

 

 

 

Carrying
Value

 

 

Weighted
Average
Amortization
Period

 

Customer lists/relationships

 

$

68,500

 

 

 

15.0

 

Technology and other intangibles

 

 

7,600

 

 

 

10.9

 

Total

 

$

76,100

 

 

 

 

 

The Company recorded a $2,087 step-up of inventory to its fair value as of the acquisition date. The step-up was amortized as a non-cash charge to cost of goods sold as the acquired inventory was sold with the entire amount recognized in the year ended December 31, 2024.

 

All contingent consideration is payable in cash and is based on the achievement of certain project and earnings metrics through the fiscal year ending December 31, 2026. The Company recorded $6,105 as the acquisition date fair value of the contingent consideration based on the estimate of the probability of achieving the performance targets. This amount is also reflected as an addition to the purchase price and is recorded within other long-term obligations within the Condensed Consolidated Balance Sheets. The contingent consideration has a maximum payout of $15,000.