Business Combinations (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
| Summary of Estimated Total Purchase Consideration |
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 |
|
|
| Keonn Technologies, S.L |
|
| Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation |
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 |
|
|
| Fair Value of Intangible Assets |
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 |
|
|
|
|
| Motion Solutions Parent Corp. |
|
| Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation |
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 |
|
|
| Fair Value of Intangible Assets |
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 |
|
|
|
|