Quarterly report [Sections 13 or 15(d)]

Goodwill and Acquisitions (Tables)

v3.26.1
Goodwill and Acquisitions (Tables)
 3 Months Ended
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 )