Business Acquisition

9 Months Ended

Sep. 28, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Acquisition

Business Acquisition

On April 1, 2025, we entered into an asset transfer agreement for the acquisition of battery cell manufacturing assets from SolarEdge Technologies, Inc. (the “Seller”), located in South Korea, for a total purchase consideration of $10.0 million in cash (the “2025 Acquisition”). These assets include a battery cell manufacturing facility with approximately 330,000 square feet, land and certain machinery and equipment for manufacturing battery cells. We believe this acquisition will help further expand our manufacturing footprint, expedite scaled production and better position us to meet growing demand in the defense industry.

This acquisition of assets met the criteria for a business in accordance with FASB Accounting Standards Codification (“ASC”) (Topic 805), Business Combinations (“ASC 805”) and was accounted for as a business combination using the acquisition method of accounting. The values assigned in these financial statements represent management’s best estimate of fair values as of the acquisition date.

The following table summarizes the preliminary purchase price allocation based on the fair values of the assets acquired as of the acquisition date, which are subject to change within the measurement period as the fair value assessments are finalized (in thousands). We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

Inventory	$	400
Property and equipment, net	16,069
Deferred tax liability	(1,708)
Fair value of net assets acquired	14,761
Total purchase consideration	(10,000)
Gain on bargain purchase	$	4,761

In connection with the 2025 Acquisition, we incurred $0.7 million of acquisition related costs associated with this acquisition for the fiscal year-to-date ended September 28, 2025, which were included in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations. We did not incur acquisition costs associated with this acquisition for the fiscal quarter ended September 28, 2025.

Bargain Purchase

In accordance with ASC 805, we assessed whether all assets acquired have been appropriately identified, measured and recognized, subject to re-measurements to verify that the consideration paid and assets acquired have been properly valued. We recognized a gain on bargain purchase from the 2025 Acquisition as the estimated fair value of the identifiable assets acquired exceeded the purchase consideration by approximately $4.8 million, net of deferred tax liability recognized from this acquisition. The bargain purchase gain is reported in Other income (loss), net on the Condensed Consolidated Statement of Operations. Management believes the primarily reason for the bargain purchase is because we were able to complete the acquisition in an expedited manner with a good offer of a cash payment and no financial contingencies. We did not record any gain on bargain purchase of assets during the fiscal quarter ended September 28, 2025. For the fiscal year-to-date ended September 28, 2025, we recorded $4.8 million of gain on bargain purchase of assets in the Condensed Consolidated Statements of Operations.

Pro forma Information

Pro forma results of operations have not been presented because the effects of this acquisition were not material to our consolidated results of operations during the fiscal quarter and fiscal year-to-date ended September 28, 2025. The results of operations for this acquisition are included in our condensed consolidated financial statements from the date of acquisition onwards.