v3.25.4
Business Combinations
12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Business Combinations

4. Business Combinations

2025 Acquisition

On April 8, 2025, the Company acquired 100% of the outstanding stock of Keonn Technologies, S.L. (“Keonn”) pursuant to the terms of a Share Purchase Agreement. At the closing date, Keonn became a wholly-owned subsidiary of the Company. Keonn is a manufacturer of Radio-Frequency Identification (“RFID”) solutions, based in Barcelona, Spain. Keonn is included in the Medical Solutions reportable segment.

The acquisition of Keonn has been accounted for as a business combination under ASC 805, Business Combinations (“ASC 805”). Under ASC 805, assets acquired and liabilities assumed in a business combination are recorded at their fair value as of the acquisition date. The Company’s consolidated financial statements include results of operations for Keonn from the April 8, 2025 acquisition date.

Consideration Transferred

Pursuant to the Share Purchase Agreement, the Company acquired all outstanding equity of Keonn for estimated total purchase consideration of $75.1 million, which consists of:

Cash consideration

$

68,336

 

Deferred consideration

 

2,192

 

Estimated fair value of contingent consideration

 

4,537

 

Estimated total purchase consideration

$

75,065

 

Contingent consideration represents additional payments that the Company may be required to make in the future, between €0 and €20.0 million (approximately $21.9 million as of the acquisition date), depending on the achievement of specified revenue targets by Keonn during fiscal years 2025 through 2027, as well as maintaining certain minimum gross margin targets during the applicable periods. The fair value of the contingent consideration was determined based on a Monte Carlo simulation model in an option pricing framework at the acquisition date, whereby a range of possible scenarios were simulated. Refer to Note 7 for additional information on the valuation assumptions utilized in the Monte Carlo simulation. Deferred consideration is related to a purchase price holdback which will be resolved within four years of the acquisition date. The liabilities for contingent and deferred consideration are included in other current and long-term liabilities on the consolidated balance sheets, based on their respective settlement dates. These liabilities are remeasured at the end of each reporting period until related contingencies are resolved.

Allocation of Purchase Price

The purchase price is allocated based upon a valuation of the fair values of assets acquired and liabilities assumed. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. The excess of the purchase price over the fair values of the acquired tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The fair values of identifiable intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for customer relationships and the relief-from-royalty method for developed technologies and trade name. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves, and EBITDA margins. The Company’s estimates and assumptions in determining the estimated fair value of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date) as a result of additional information to be obtained with regard to facts and circumstances that existed as of the acquisition date

The purchase price for Keonn was allocated as follows (in thousands):

 

Purchase Price

 

Allocation

 

Cash

$

4,045

 

Accounts receivable

 

1,977

 

Inventory

 

5,377

 

Property, plant and equipment

 

1,401

 

Operating lease assets

 

3,124

 

Intangible assets

 

33,203

 

Goodwill

 

43,192

 

Other assets

 

1,412

 

Total assets acquired

 

93,731

 

Accounts payable

 

1,593

 

Operating lease liabilities

 

3,124

 

Debt

 

2,504

 

Deferred tax liabilities

 

7,369

 

Other liabilities

 

4,076

 

Total liabilities assumed

 

18,666

 

Total assets acquired, net of liabilities assumed

 

75,065

 

Less: cash acquired

 

4,045

 

Total purchase price, net of cash acquired

$

71,020

 

The estimated purchase price allocation previously disclosed in the Form 10-Q for the period ended June 27, 2025 was revised during the third quarter of 2025 as new information was received and analyzed resulting in an increase in identifiable intangible assets of $0.9 million, a decrease in goodwill of $1.0 million, and an increase in deferred tax liabilities of $0.2 million.

The fair value of intangible assets for Keonn is comprised of the following:

 

Estimated Fair

 

 

Amortization

 

Value
(In thousands)

 

 

Period

Developed technologies

$

9,753

 

 

9 years

Customer relationships

 

22,354

 

 

9 years

Trade name

 

1,096

 

 

14 years

Total

$

33,203

 

 

 

The purchase price allocation resulted in $33.2 million of identifiable intangible assets and $43.2 million of goodwill. As the Keonn acquisition was structured as a stock acquisition for income tax purposes, the goodwill is not deductible. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) Keonn’s ability to grow the business with existing and new customers, including leveraging the Company’s customer base; (ii) Keonn’s ability to grow the

business through new product introductions; and (iii) cost improvements due to the integration of Keonn’s operations into the Company’s existing infrastructure.

The operating results of Keonn were included in the Company's results of operations beginning on April 8, 2025. Keonn contributed revenues of $31.7 million and a loss before income taxes of $1.9 million to the Company's operating results for the year ended December 31, 2025. The loss before income taxes from Keonn for the period from the acquisition date through December 31, 2025 included amortization of purchased intangible assets of $6.7 million.

The pro forma financial information reflecting the operating results of Keonn, as if it had been acquired as of January 1, 2024, would not differ materially from the operating results of the Company as reported for the year ended December 31, 2024.

2024 Acquisition

On January 2, 2024, the Company completed the acquisition of Motion Solutions Parent Corp. (“Motion Solutions”), an Irvine, California-based provider of highly engineered integrated solutions, specializing in proprietary precision motion and advanced motion control solutions, for a total purchase price of $192.0 million in cash, net of working capital adjustments. The acquisition was financed with borrowings under the Company’s revolving credit facility. The addition of Motion Solutions enhances the Company’s product portfolio and further expands its presence in attractive medical and precision medicine spaces. Motion Solutions is included in the Medical Solutions reportable segment.

The total purchase price for Motion Solutions was allocated as follows (in thousands):

 

Purchase Price

 

 

Allocation

 

Cash

$

776

 

Accounts receivable

 

8,515

 

Inventory

 

13,940

 

Property, plant and equipment

 

3,126

 

Operating lease assets

 

8,076

 

Intangible assets

 

83,000

 

Goodwill

 

106,761

 

Other assets

 

1,002

 

Total assets acquired

 

225,196

 

Accounts payable

 

5,305

 

Operating lease liabilities

 

8,514

 

Deferred tax liabilities

 

18,171

 

Other liabilities

 

1,230

 

Total liabilities assumed

 

33,220

 

Total assets acquired, net of liabilities assumed

 

191,976

 

Less: cash acquired

 

776

 

Purchase price, net of cash acquired

$

191,200

 

The fair value of intangible assets for Motion Solutions is comprised of the following:

 

Estimated Fair

 

 

Amortization

 

Value
(In thousands)

 

 

Period

Developed technologies

$

34,400

 

 

7 years

Customer relationships

 

43,100

 

 

13 years

Backlog

 

5,500

 

 

1 year

Total

$

83,000

 

 

 

The purchase price allocation resulted in $83.0 million of identifiable intangible assets and $106.8 million of goodwill. As the Motion Solutions acquisition was structured as a stock acquisition for income tax purposes, the goodwill is not deductible. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) Motion Solution’s

ability to grow the business with existing and new customers, including leveraging the Company’s customer base; (ii) Motion Solution’s ability to grow the business through new product introductions; and (iii) cost improvements due to the integration of Motion Solution’s operations into the Company’s existing infrastructure.

The operating results of Motion Solutions were included in the Company’s results of operations beginning January 2, 2024. Motion Solutions contributed revenues of $82.4 million and an income before income taxes of $0.2 million to the Company’s operating results for the twelve months ended December 31, 2024. The income before income taxes from Motion Solutions for the period from the acquisition date through December 31, 2024 included amortization of inventory fair value adjustments of $2.8 million and amortization of purchased intangible assets of $13.0 million.

Acquisition Costs

Acquisition costs are included in restructuring and acquisition related costs in the consolidated statements of operations. Acquisition-related costs were $2.2 million, $1.0 million, and zero for the years ended December 31, 2025, 2024, and 2023, respectively, related to the acquisitions that occurred during those years, if any.