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Acquisition and Divestiture
12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Acquisitions and Divestitures

NOTE 15 - ACQUISITIONS AND DIVESTITURES

 

Acquisitions

 

Applied Energy Group, Inc.

On December 31, 2024, the Company completed the acquisition of Applied Energy Group, Inc. (“AEG”), an energy technology and advisory services company, for $59.9 million in cash consideration. AEG provides a suite of integrated technology and advisory solutions to electric and gas utilities, state and local governments, and state energy offices nationwide which further enhance the Company’s service offering and client footprint.

As part of the allocation of the purchase consideration, the Company recorded the following:

Net working capital

$

3,842

 

Property and equipment

 

55

 

Customer-related intangibles

 

20,000

 

Developed technology

 

5,000

 

Trade names and trademarks

 

350

 

Other, net

 

48

 

Goodwill

 

30,574

 

 Purchase considerations

$

59,869

 

Net working capital includes restricted cash of $5.4 million, accounts receivable of $4.4 million, contract assets of $2.6 million, accrued expenses of $6.6 million, accounts payable of $1.3 million, and other assets and liabilities of $0.7 million.

The allocation of the purchase consideration was finalized during the third quarter of the 2025 fiscal year.

The estimated useful lives of acquired intangible assets are as follows:

 Customer-related intangibles

6.0 years

 Developed technology

4.0 years

 Trade names and trademarks

0.3 years

The goodwill is attributable to the workforce of AEG and expected synergies with the Company. Goodwill has an indefinite life, and is deductible for income tax purposes. The pro-forma impact of the acquisition is not material to the Company’s results of operations.

 

CMY Solutions, LLC

On May 1, 2023, the Company acquired CMY Solutions, LLC (“CMY”), a privately-held company that provides engineering and automation solutions to utilities and organizations, for $32.6 million in cash. The acquisition enhances the Company’s offerings in the field of power and energy advisory services.

As part of the allocation of purchase consideration, the Company recorded the following:

Net working capital

$

1,169

 

Customer-related intangibles

 

9,900

 

Trade names and trademarks

 

100

 

Goodwill

 

21,366

 

 Purchase considerations

$

32,535

 

The estimated useful lives of acquired intangible assets are as follows:

 Customer-related intangibles

5 years

 Trade names and trademarks

1 year

Goodwill has an indefinite life and is deductible for income tax purposes. The pro-forma impact of the acquisition is not material to the Company’s results of operations.

Divestitures

 

Commercial Marketing

On September 12, 2023, the Company completed the divesture of its U.S. commercial marketing business for $47.1 million in cash. The disposal of the commercial marketing business was not a major strategic shift that was significant to the Company’s operations and financial results. For the years ended December 31, 2024 and 2023, the Company recorded pre-tax gain of $2.0 million and $2.5 million, respectively, that are included within other income on the Company’s consolidated statements of comprehensive income.

Mobile and SMS Messaging Aggregator Business

On November 1, 2023, the Company completed the divesture of its Canadian mobile and Short Message Service (“SMS”) messaging aggregator business for $5.4 million in cash. The disposal of the mobile aggregation and SMS messaging aggregator business was not a major strategic shift that was significant to the Company’s operations and financial results. In connection with the sale, the Company recorded a pre-tax gain of $3.2 million that is included within other (expense) income on the Company’s consolidated statements of comprehensive income for the year ended December 31, 2023.