XML 33 R12.htm IDEA: XBRL DOCUMENT v3.25.4
ACQUISITIONS
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS
ExoTerra Resource
On October 24, 2025, the Company acquired 100% of the equity securities of ExoTerra Resource, LLC (“ExoTerra”) for $93.4 million in consideration, which was comprised of $69.4 million in cash, $10.8 million in equity, $7.4 million in contingent consideration and $5.8 million in post-closing net working capital adjustments. ExoTerra aims to reduce the cost of space exploration by developing affordable technologies that minimize spacecraft mass, including high efficiency propulsion, miniaturization, In Situ resource utilization and reusable infrastructure. ExoTerra develops systems and technologies that solve the needs of micro-satellite constellations in the space industry. As of the acquisition date, ExoTerra was consolidated into the Company’s Defense and National Security reporting segment.
Estes Energetics
On November 19, 2025, the Company acquired 100% of the equity securities of Estes Energetics (“Estes”) for $64.1 million in consideration, which was comprised of $54.6 million in cash and $9.5 million in equity. Estes designs and manufactures energetics and propulsion materials critical to U.S. defense and space systems. Estes is vertically integrated in the production of energetics, propulsion materials, and critical chemical compounds supporting missile defense, tactical munitions and space propulsion. As of the acquisition date, Estes was consolidated into the Company’s Defense and National Security reporting segment.
During the year ended December 31, 2025, the Company expensed as incurred acquisition-related costs of approximately $3.5 million related to ExoTerra and Estes. These costs were not included in the total purchase consideration paid by the Company and are included in selling, general, and administrative within its consolidated statements of operations.
The following table presents the net sales and net loss from ExoTerra and Estes included in the Company’s consolidated statements of operations during the year ended December 31, 2025:
ExoTerraEstes
Net sales$9,208 $673 
Net loss$(1,058)$(649)
The following unaudited pro forma summary presents consolidated information as if the business combinations had occurred on January 1, 2024:
Year Ended December 31, 2025
Voyager

ExoTerra

Estes
PF Adj (1)
Pro Forma
Consolidated
Net sales$166,419 $39,024 $2,090 $— $207,533 
Net loss$(104,814)$(6,210)$(4,153)$(6,161)$(121,338)
Year Ended December 31, 2024
Voyager

ExoTerra

Estes
PF Adj (1)
Pro Forma
Consolidated
Net sales$144,180 $30,411 $4,333 $— $178,924 
Net loss$(62,072)$(2,161)$(1,898)$(7,408)$(73,539)
_________________
(1)Pro-forma adjustments consist of additional amortization of acquired intangible assets.
The purchase price allocations for the Company’s acquisitions during 2025 are preliminary and subject to adjustment as the estimates, assumptions, valuations, and other analyses have not yet been finalized. The following table presents the provisional fair values of the assets acquired and liabilities assumed by the Company through the acquisitions of ExoTerra and Estes as of their respective acquisition dates:
ExoTerraEstes
ASSETS
Cash and cash equivalents$1,612 $3,216 
Accounts receivable2,191 2,252 
Contract assets9,504 859 
Inventories970 1,455 
Prepaid expenses and other current assets2,622 122 
Property and equipment6,240 12,716 
Operating lease right-of-use assets6,366 3,286 
Intangible asset - Trade name2,200 2,100 
Intangible asset - Customer relationships3,400 15,000 
Intangible asset - Developed technology19,100 15,700 
Goodwill(1)
57,290 28,276 
Other assets223 — 
TOTAL ASSETS$111,718 $84,982 
LIABILITIES
Accounts payable$1,393 $259 
Contract liabilities7,657 5,558 
Operating lease liabilities631 602 
Accrued expenses and other current liabilities2,903 3,707 
Operating lease liabilities, non-current5,735 2,684 
Deferred tax liabilities— 7,432 
Other long-term liabilities— 590 
TOTAL LIABILITIES$18,319 $20,832 
Net assets acquired$93,399 $64,150 

__________________
(1)The acquired goodwill represents synergies with the Company’s Defense and National Security segment. All of the goodwill acquired is tax deductible for ExoTerra, as the tax basis of goodwill exceeds the acquired goodwill. None of the goodwill acquired is tax deductible for Estes.
The following table presents the class and estimated useful life of the intangible assets acquired during the year ended December 31, 2025 via the ExoTerra and Estes acquisitions:
Asset ClassExoTerraEstes
Trade name2 years20 years
Customer relationships5 years
4 to 10 years
Developed technology6 years20 years
ElectroMagnetic Systems, Inc.
On August 6, 2025, the Company acquired 100% of the equity securities of ElectroMagnetic Systems, Inc. (“EMSI”) for $32.7 million in consideration, which was comprised of $27.0 million in cash and $5.7 million in Class A common stock. EMSI is a radar AI software company serving high-priority U.S. defense and intelligence missions. EMSI specializes in synthetic aperture radar (“SAR”) exploitation using proprietary AI/ML models and synthetic training data pipelines. As of the acquisition date, EMSI was consolidated into the Company’s Defense and National Security reporting segment. Based on preliminary analysis, the total fair value for the purchase was attributed to tangible assets of $3.9 million, intangible assets of $9.6 million, inclusive of $5.4 million for developed technology and $3.8 million for customer relationships/backlog, and goodwill of $21.6 million, offset by liabilities assumed of $2.4 million. The intangible assets are expected to be amortized over two to ten years. The acquired goodwill represents synergies with the Company’s Defense and National Security segment, and none of the goodwill acquired is tax deductible. This acquisition was not considered material, individually or in the aggregate to the Company’s consolidated financial statements or segment results. As a result, no pro forma information has been provided.
Optical Physics Company
On May 2, 2025, the Company acquired 100% of the equity securities of Optical Physics Company (“OPC”) for $9.5 million in consideration, which was comprised of $6.7 million in cash, $1.0 million in Common stock and $1.8 million in contingent consideration. OPC provides competencies in building high precision optics; opto-mechanical assemblies and associated electronics, computer interfacing, signal acquisition and signal processing. As of the acquisition date, OPC was consolidated into the Company’s Defense and National Security reporting segment. The total fair value for the purchase was attributed to tangible assets of $2.1 million, intangible assets of $5.5 million and goodwill of $4.0 million, offset by liabilities assumed of $2.1 million. All intangible assets are expected to be amortized over five years. This acquisition was not considered material, individually or in the aggregate to the Company’s consolidated financial statements or segment results. As a result, no pro forma information has been provided. None of the goodwill acquired is tax deductible.
ZIN Technologies, Inc.
On March 10, 2023, the Company acquired 100% of the equity securities of ZIN Technologies, Inc. (“ZIN”) for approximately $1.5 million in cash, $3.5 million in equity, $6.9 million in liabilities assumed and $9.1 million in contingent consideration. ZIN provides systems and highly engineered solutions to multiple launch vehicles, low-Earth orbit infrastructure projects, and spacecraft, develops microgravity research equipment, and brings expertise in the integration of complex space-related hardware and the development of rendezvous, docking, and related capabilities. These solutions have direct applications to Starlab and complement Voyager’s portfolio of space infrastructure and technology capabilities. For the year ended December 31, 2023, ZIN incorporated $53.5 million of net sales and $0.1 million of net loss in the consolidated statement of operations. The Company’s net sales for the year ended December 31, 2023 would have been $146.1 million and consolidated net loss of $24.2 million had the acquisition occurred on January 1, 2023.