XML 32 R23.htm IDEA: XBRL DOCUMENT
v3.25.2

BUSINESS COMBINATION | 6 Months Ended
--- | ---
Jun. 30, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
BUSINESS COMBINATION |
NOTE 15:- | BUSINESS COMBINATION
| a. | On January 6, 2025, the Company acquired SBS, a leading US based provider of next-generation SATCOM terminal solutions. In accordance with the acquisition method of accounting, the total estimated purchase price consideration for the SBS acquisition was $138,975, comprised of the following components:
| i. | A closing payment totaling $107,788 paid in cash; and
| ii. | $31,187 contingent earn-out payments, to be settled in cash (“SBS Earn-out Consideration”).
|  | The SBS Earn-out Consideration consists of potential payments of up to $147,000 in cash, contingent upon the achievement of certain performance milestones. As of June 30, 2025, the fair value of the SBS Earn-out Consideration was $33,476. The Company estimated the fair value of the SBS Earn-out Consideration by utilizing the Scenario Based Method. Changes in the SBS Earn-out Consideration fair value are recorded in the consolidated statements of income under Other operating expenses (income), net. Under the preliminary purchase price consideration allocation, the Company allocated the purchase price consideration to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values (with certain measurement exceptions prescribed by the purchase method such as contract assets, lease liabilities and assets, tax balances and other applicable items), which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition. Such estimates are subject to change during the measurement period which is limited to up to one year from the acquisition date. Any adjustments to the preliminary purchase price consideration allocation identified during the measurement period will be recognized in the period in which the adjustments are determined.
|  | Acquisition-related transaction costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. The Company incurred transaction costs of $2,121 and $1,067 during the six months ended June 30, 2025, and 2024, respectively, which were included in Other operating expenses (income), net in the consolidated statements of income. The following table summarizes the preliminary value of assets acquired and liabilities assumed as of the acquisition date:
|  | Value |
Cash and Cash equivalents |  | $ | 2,845 |
Trade receivables and contract assets |  |  | 3,594 |
Inventories |  |  | 10,365 |
Prepaid expenses and other current assets |  |  | 30,468 |
Identified intangible assets |  |  | 53,417 |
Goodwill |  |  | 115,211 |
Operating lease right-of-use assets |  |  | 498 |
Other long-term assets |  |  | 1,838 |
Property and equipment, net |  |  | 326 |
Total assets acquired |  |  | 218,562 |
Accounts payable |  |  | 16,233 |
Accrued expenses |  |  | 5,488 |
Advances from customers and deferred revenues |  |  | 53,720 |
Operating lease liabilities, current |  |  | 430 |
Other current liabilities |  |  | 3,340 |
Operating lease liabilities, non-current |  |  | 105 |
Other long-term liabilities |  |  | 271 |
Total liabilities assumed |  |  | 79,587 |
Total purchase price consideration |  | $ | 138,975 |
|  | Goodwill represents the purchase price consideration paid in excess of the net tangible and intangible assets acquired, and is attributable primarily to expected synergies, economies of scale, the assembled workforce of SBS and other intangible benefits. The Company is evaluating the impact of potential synergies across its reporting units and, as a result, has not allocated goodwill to its other reporting units as of June 30, 2025. As of June 30, 2025, the goodwill is temporarily recorded under the Commercial segment. The Company will complete its evaluation and allocate goodwill, as applicable, by the end of the measurement period. The goodwill is expected to be fully deductible for income tax purposes.
|  | The following table summarizes the preliminary estimate of the identified intangible assets and their estimated useful lives as of the acquisition date:
|  | Fair Value |  | Average expected useful life
Backlog |  |  | 7,883 |  | 1.25 years
Customer Contracts |  |  | 28,589 |  | 8 years
Technology |  |  | 16,945 |  | 7 years
|  |  | 53,417 |  |
|  | The stand-alone results of operations of SBS have been included in the consolidated financial statements since the acquisition date. SBS revenue and net loss included in the Company’s consolidated statement of income from the acquisition date through June 30, 2025, were $60,860 and $5,626, respectively. The following unaudited pro forma combined financial information table presents the results of operations of the Company and SBS as if the acquisition of SBS has been completed on January 1, 2024. The unaudited pro forma financial information includes adjustments primarily related to amortization of the acquired intangible assets, elimination of historical amortization expense, recognition of retention bonuses, recognition of share-based compensation associated with issuance of stock options to SBS key employees and reflects the net adjustment to financial expenses resulting from the $60,000 drawdown under the new $100,000 secured credit facility and the repayment of SBS existing debt as part of the acquisition. In addition, the unaudited pro forma financial information assumes no pro forma adjustments on the fair value of the SBS Earn-out Consideration. The unaudited pro forma results have been prepared for illustrative purposes only and are not necessarily indicative of what the actual results of operations of the Company and SBS, combined, would have been due to any synergies, economies of scale, the assembled workforce of SBS and other elements typically associated with business combinations.
|  | Six Months Ended June 30, 2025 |  |  | Year Ended December 31, 2024 |
|  | Unaudited |
Revenues |  |  | 197,007 |  |  |  | 325,875 |
Net loss |  |  | (1,204 | ) |  |  | (27,287 | )
| b. | In November 2023, the Company acquired DPI, a U.S. based expert systems integrator with a strong focus on the U.S. Department of Defense and the U.S. government sectors. In accordance with the acquisition method of accounting, the total estimated purchase price consideration for the DPI acquisition was $19,231, subject to working capital adjustments. For further details, see Note 17 in the Annual Financial Statements. The total purchase price consideration for the acquisition was $19,231, comprising:
| iii. | A closing payment totaling $2,461, made through the issuance of ordinary shares;
| iv. | A deferred payment of $820 in ordinary shares, set to be issued as per the terms outlined in the purchase agreement (“Holdback Amount”);
| v. | $4,787 cash paid by the Company to partially settle DPI's outstanding debt and transaction costs; and
| vi. | $11,163 Contingent earn-out payments, to be settled using the Company's ordinary shares (“DPI Earn-out Consideration”).
|  | The DPI Earn-out Consideration amounts are based on the financial results of DPI in each of the years ending December 31, 2024, 2025 and 2026 and have a maximum outcome of Company’s ordinary shares issuance to DPI’s seller of 2,419,755. Additionally, the Company has committed to issuing up to 705,245 of the Company’s ordinary shares over approximately three years post-acquisition, contingent on continued service and achieving specified financial results (“Service Based Earn-Out”). The Service Based Earn-Out was classified as an equity grant and measured based on the Company’s closing share price as of the acquisition date. Moreover, if all earn-outs will be paid in full, and subject to other conditions, the seller of DPI will be entitled a one-time payment of $9,000 payable in the Company’s ordinary shares or cash, at the Company’s discretion under certain limitations (“Additional Earn-Out Consideration”). The Additional Earn-Out Consideration was classified as a liability grant. During the year ended December 31, 2024, the Company partially amended the Additional Earn-Out Consideration conditions under the purchase agreement with the former shareholders of DPI, modifying it to an amount in the range of $2,000-$9,000, conditioned upon meeting certain financial results. As of June 30, 2025 and December 31, 2024, the Company recognized a liability in the amount of $0 and $1,382, respectively, which was presented under Other long-term liabilities in its balance sheet. The Holdback Amount was settled through the issuance of ordinary shares during the six months ended June 30, 2025.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combination. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-8 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 38 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-38 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 46 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-46 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 43 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-43 Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 45 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-45 Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 29 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-29 Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 29 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-29 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d)(1)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-3 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-3 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-2 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-2 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-4 Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-4 Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(4) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 40 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479326/805-40-45-1 Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-30/tableOfContent Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-20/tableOfContent Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-7 Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-5 Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-10/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration