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Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
AWM Acquisition
On August 31, 2026 (the “AWM Closing Date”), the Company and STINorland USA, Inc. (with respect to the AWM Acquisition, the “AWM Buyer”), completed the AWM Acquisition pursuant to the terms of the Equity Purchase Agreement, dated as of July 16, 2026 (as amended, the “AWM Purchase Agreement”), by and among the Company, the AWM Buyer, AWM, DS Equity Holdings LLC, a Delaware limited liability company (“AWM Seller”), Scott R. Rand and Daniel R. Smith. The cash consideration paid on the AWM Closing Date was approximately $166.9 million. The AWM Purchase Agreement also includes a performance-based earnout provision estimated to have a fair value of approximately $17.3 million as of the AWM Closing Date (the “AWM Earnout Consideration”). The AWM Earnout Consideration provides for aggregate earnout payments of up to $40.0 million based on the achievement of specified EBITDA targets and thresholds with maximum payment amounts of $8.0 million, $16.0 million and $16.0 million for the earnout periods ending December 31, 2026, December 31, 2027 and December 31, 2028, respectively.

Subject to the terms and conditions set forth in the AWM Purchase Agreement, the Company has also agreed to make deferred consideration payments totaling $10.0 million, consisting of a $5.0 million payment due on the first anniversary of the AWM Closing Date and a $5.0 million payment due on the second anniversary of the AWM Closing Date (collectively, the “AWM Deferred Consideration”). The AWM Earnout Consideration and the AWM Deferred Consideration are described in more detail below. Due to the timing of the acquisition in the third quarter of 2026, the purchase price allocation is preliminary with respect to the valuation of the acquired assets, liabilities assumed including income taxes, intangible assets and their related useful lives, and goodwill. The Company continues to obtain the information to complete the purchase price allocation and will record adjustments, if any, during the 12-month measurement period.

The aggregate purchase consideration for the AWM Acquisition consists of the following:
Cash consideration on the AWM Closing Date166,907 
AWM Earnout Consideration17,293 
Total$184,200 

AWM Earnout Consideration
AWM Earnout Consideration payments are subject to specified EBITDA achievement thresholds and the maximum payment amounts are $8.0 million, $16.0 million and $16.0 million for the earnout periods ending December 31, 2026, December 31, 2027 and December 31, 2028, respectively.
The AWM Earnout Consideration is accounted for as contingent consideration, and the fair value is remeasured each reporting period. As of the AWM Closing Date, the AWM Earnout Consideration was estimated to have a fair value of approximately $17.3 million using a Monte-Carlo simulation method. Changes in the fair value of the contingent consideration liability are recognized in Change in fair value of contingent consideration on the condensed consolidated statements of operations. Estimating the amount of payments that may be made under the AWM Earnout Consideration is by nature imprecise. The significant assumptions used to estimate the fair value of the AWM Earnout Consideration include projected EBITDA performance, probability-weighted payment outcomes, and discount rates. As of September 30, 2026, the AWM Earnout Consideration was estimated to have a fair value of $18.0 million.

AWM Deferred Consideration
The AWM Deferred Consideration is payable in two installments of $5.0 million, payable on the first and second anniversaries of the AWM Closing Date. Pursuant to the AWM Purchase Agreement, the amount of any unpaid AWM Deferred Consideration installment may be reduced if certain equity holders of AWM Seller cease to be employees of the Company under specified circumstances. Each AWM Deferred Consideration installment may be paid, at the Company’s election, in cash, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), or a combination thereof. Because the AWM Deferred Consideration installments are tied to future service to the Company, they are considered compensatory and not included in purchase consideration.

AWM Purchase Price Allocation
The AWM Acquisition was accounted for as a business combination applying ASC 805. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the expected synergies of the combined entities that are expected to be realized from the AWM Acquisition and the value of the assembled workforce. Substantially all of the goodwill is tax deductible.
The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed as of the AWM Closing Date:
Preliminary Fair Value at Acquisition Date
Cash and cash equivalents$6,039 
Accounts receivable16,109 
Inventories2,687 
Prepaid expenses and other965 
Property, plant and equipment1,244 
Other intangible assets72,000 
Other assets201 
Total assets acquired$99,245 
Accounts payable3,029 
Deferred revenue2,563 
Other liabilities457 
Other long-term liabilities78 
Total liabilities assumed$6,127 
Preliminary fair value of identifiable net assets acquired93,118 
Preliminary allocation to goodwill$91,082 

The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as the 12 months following the AWM Closing Date). The Company is in the process of finalizing the valuation of the acquired assets, liabilities assumed including income taxes, intangible assets and their related useful lives, and goodwill. The amounts recorded as of September 30, 2026 are preliminary, as there was insufficient time between the AWM Closing Date and the end of the period to finalize the analysis. These preliminary estimates are subject to change and related accounting adjustments may be materially different, as the Company obtains additional information on these matters and as additional information is made known during the post-acquisition measurement period.

The preliminary purchase price allocation includes $72.0 million of acquired identifiable intangible assets as follows:
Estimated Fair Value
(in USD)		Estimated Weighted Average Useful Life in Years
(in thousands, except useful lives)
Developed technology$18,000 5
Customer relationships37,000 5
Backlog8,000 1
Trade name9,000 10
Total$72,000 
The preliminary fair value of the identifiable intangible assets has been estimated using the Multi-Period Excess Earnings Method (Customer relationships and Backlog), Relief from Royalty Method (Developed technology and Trade name), and Replacement Cost Method (Developed technology). The intangible assets are being amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the AWM Acquisition. Direct transaction costs incurred related to the AWM Acquisition were $5.8 million and are included in General and administrative expenses in the condensed consolidated statement of operations.

Included in the Company’s condensed consolidated statement of operations from the AWM Closing Date of August 31, 2026 through September 30, 2026 are revenue of $9.5 million and an operating income of $1.6 million, inclusive of $0.4 million of preliminary compensation expense related to the AWM Deferred Consideration and $1.7 million of amortization expense related to identified intangible assets.

APA Acquisition
On August 14, 2025 (the “APA Closing Date”), the Company, through its indirect wholly owned subsidiary STINorland USA, Inc., a California corporation (“APA Buyer”), completed the APA Acquisition, pursuant to the terms of the Equity Purchase Agreement, dated as of June 17, 2025, by and among the Company, APA Buyer, APA, SunHoldings, LLC, an Ohio limited liability company (“APA Seller”) and the guarantors party thereto (as amended, the “APA Purchase Agreement”). The cash consideration paid on the APA Closing Date was approximately $166.1 million. The APA Purchase Agreement also includes an earnout provision estimated to have a fair value of approximately $19.3 million as of the APA Closing Date (the “APA Earnout Consideration”), which is included in the purchase consideration, under which the APA Seller may receive shares of the Common Stock, or equivalent cash value at the Company’s discretion, based upon APA’s achievement of certain financial performance targets during the three-year period ending on September 30, 2028. As a result, the aggregate purchase consideration for the APA Acquisition totaled approximately $185.4 million. Subject to the terms and conditions set forth in the APA Purchase Agreement, the Company has also agreed to pay aggregate deferred purchase price consideration of approximately $40.0 million in three installments over a two-year period based on service within five business days after the first and second anniversaries from the APA Closing Date and as set forth below (the “APA Deferred Consideration”). Each of the APA Earnout Consideration and the APA Deferred Consideration are described in more detail below. The measurement period closed during August 2026, at which time the Company finalized the purchase price allocation. Certain measurement period adjustments were recorded as discussed below.

The aggregate purchase consideration for the APA Acquisition consists of the following:
Cash consideration on the APA Closing Date$166,135 
APA Earnout Consideration19,256 
Total$185,391 
APA Earnout Consideration
The maximum number of shares payable as APA Earnout Consideration is 4,686,530, which was determined by dividing $40.0 million by the volume weighted average price (“VWAP”) of the Common Stock for the 10 trading days immediately following the APA Closing Date. The number of shares payable will be subject to reduction if the cumulative value of the APA Earnout Consideration earned (measured on each date such shares are issued) exceeds $90.0 million. The APA Purchase Agreement provides that, to the extent the issuance of any APA Earnout Consideration or APA Deferred Consideration Shares (as defined below) would require stockholder approval under Nasdaq Listing Rule 5635(a), the Company will pay cash in lieu of issuing such shares, unless such stockholder approval has been obtained. The APA Seller continues to assume the managerial responsibilities of APA.

The APA Earnout Consideration is accounted for as contingent consideration, and the fair value is estimated each reporting period. As of the APA Closing Date, the APA Earnout Consideration was estimated to have a fair value of approximately $19.3 million using a Monte-Carlo simulation method. Changes in the fair value of the contingent consideration liability are recognized in Change in fair value of contingent consideration on the condensed consolidated statements of operations. Refer to Note 12 – Commitments and Contingencies for additional details. Estimating the amount of payments that may be made under the APA Earnout Consideration is by nature imprecise. The significant fair value inputs used to estimate the future expected APA Earnout Consideration payments to the APA Seller include a discount rate, earnings forecasts, and actual and estimated future volatility in the Company’s stock price.

As of September 30, 2026, the minimum threshold for the first year of the earnout was determined not to have been met, with the subsequent earnout period being a full year away. As such, the Company concluded there is no impact to the diluted EPS calculation for the period ended September 30, 2026. The Company will continue to evaluate achievement of the contingency in each reporting period.

APA Deferred Consideration Installments
The APA Deferred Consideration is payable in three installments (each, an “APA Deferred Consideration Installment”): (i) within five business days after the first anniversary of the APA Closing Date, an amount equal to 50% of the APA Deferred Consideration, which was $20.0 million; (ii) on December 31, 2026, an amount equal to (A) 50% of the APA Deferred Consideration multiplied by (B) the proportion of the two-year period from the APA Closing Date to the second anniversary of the APA Closing Date that has elapsed as of December 31, 2026; and (iii) within five business days after the second anniversary of the APA Closing Date, an amount equal to the remaining balance of the APA Deferred Consideration. As more fully described in the APA Purchase Agreement, the APA Deferred Consideration Installments are subject to reduction if certain equity holders of APA Seller cease to be employees of the Company under certain circumstances. Each remaining APA Deferred Consideration Installment will, at the Company’s election, be paid (x) in cash; (y) through the issuance of the Common Stock, valued at the closing price on the trading day immediately preceding the anniversary applicable to the APA Deferred Consideration Installment (if any such shares are issued, the “APA Deferred Consideration Shares”); or (z) by any combination of the foregoing. Because the remaining APA Deferred Consideration Installments are tied to future service to the Company, they are considered compensatory and not included in purchase consideration.
APA Purchase Price Allocation
The APA Acquisition was accounted for as a business combination applying ASC 805. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the expected synergies of the combined entities that are expected to be realized from the APA Acquisition and the value of the assembled workforce. Substantially all of the goodwill is tax deductible.

The following table summarizes the fair values of the assets acquired and liabilities assumed, including measurement period adjustments as of September 30, 2026 (in thousands):
Preliminary Fair Value at Acquisition DateMeasurement Period AdjustmentsAdjusted Fair Value
Cash and cash equivalents$1,219 $— $1,219 
Accounts receivable
29,124 — 29,124 
Inventories25,136 — 25,136 
Prepaid expenses and other466 — 466 
Property, plant and equipment14,256 — 14,256 
Other intangible assets88,000 — 88,000 
Other assets27,244 1,837 29,081 
Total assets acquired$185,445 $1,837 $187,282 
Accounts payable12,540 — 12,540 
Deferred revenue22,329 — 22,329 
Other liabilities4,138 7,347 11,485 
Other long-term liabilities26,493 — 26,493 
Total liabilities assumed$65,500 $7,347 $72,847 
Fair value of net assets acquired
119,945 (5,510)114,435 
Allocation to goodwill
65,446 5,510 70,956 
Purchase consideration$185,391 $— $185,391 

During the three months ended September 30, 2026, the Company quantified pre-acquisition sales and use tax exposures and related interest of $7.3 million, partially offset by $1.8 million of associated deferred tax assets. As a result, the Company recorded measurement period adjustments that increased goodwill by $5.5 million. The adjustments resulted from information obtained about facts and circumstances that existed as of the APA Acquisition Date. The Company recognized these adjustments during the measurement period.
The purchase price allocation includes $88.0 million of acquired identifiable intangible assets as follows:
Estimated Fair Value
(in USD)		Estimated Weighted Average Useful Life in Years
(in thousands, except useful lives)
Developed technology$22,000 5
Computer software and other
13,000 5
Customer relationships39,500 
5-9
Backlog3,500 1
Trade name10,000 10
Total$88,000 

The fair value of the identifiable intangible assets has been estimated using the Multi-Period Excess Earnings Method (Customer relationships and Backlog), Relief from Royalty Method (Trade name), and Replacement Cost Method (Developed technology and Computer software and other). The intangible assets are being amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the APA Acquisition.

APA Pro Forma Financial Information (Unaudited)
The following unaudited pro forma financial information presents the combined results of operations of the Company and APA as if the APA Acquisition had occurred on January 1, 2024, after giving effect to certain unaudited pro forma adjustments. The unaudited pro forma adjustments reflected herein include only those adjustments that are directly attributable to the APA Acquisition and factually supportable. The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the APA Acquisition and is not necessarily indicative of the operating results that would have actually occurred had the APA Acquisition been consummated on January 1, 2024. These results are prepared in accordance with U.S. GAAP (in thousands).
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
Revenue
$30,793 $97,814 
Net loss
(4,486)(6,197)
Pro forma adjustments (1)
$(6,620)$(19,860)
(1) Pro forma adjustments represent re-casting of incremental expenses, net of estimated taxes, resulting from the APA Acquisition, including APA Deferred Consideration expense, intangible asset amortization, and the impacts of lease re-measurements and increases to the fair value of inventories and property, plant and equipment.