Mergers and Acquisitions (Tables)

6 Months Ended

Jun. 30, 2025

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

Schedule of Business Acquisitions

In connection with the closing of the transaction, we paid the sellers total consideration which includes the following (in thousands):

Cash payments	$	4,185
Preferred shares at fair value	7,045
Indemnity liability to sellers	1,000
Working capital liability to sellers	250
Estimated amount due to seller	89
	$	12,568

Schedule of Fair Value of the Net Assets Acquired

The following table sets forth the purchase price allocation of ADT to the estimated fair value of assets acquired as of the acquisition date (in thousands):

At March 3, 2025
Cash and cash equivalents	$	545
Accounts receivable	2,468
Inventory	1,702
Other current assets	40
Land and Buildings	3,255
Equipment	3,426
Intangibles	3,100
Accounts payable	(547)
Other accrued liabilities	(177)
Deferred income taxes	(2,712)
Net assets acquired (liabilities assumed)	$	11,100
Goodwill	1,468
Estimated purchase price	$	12,568

The following table sets forth the purchase price allocation of TT to the estimated fair value of assets acquired as of the acquisition date (in thousands):

	As of Acquisition Date
Accounts receivable, net	$	766
Inventory, net	2,836
Other current assets	2
Property and equipment, net	7,156
Intangibles	8,900
Net assets acquired	$	19,660
Goodwill	4,014
Purchase price	$	23,674

Schedule of Intangible Assets Acquired

The $3.1 million of identified intangible assets was allocated as follows (in thousands):

	Fair Value		Useful Life (years)
Trade Names	$	500	15
Customer Relationships	2,600		10
Fair value of identified intangible assets	$	3,100

The $8.9 million of identified intangible assets was allocated as follows (in thousands):

	Fair Value		Useful Life (years)
Trade Names	$	1,970	15
Customer Relationships	6,640		10
Backlog	290		1
Fair value of identified intangible assets	$	8,900

Schedule of Pro Forma Information

The following represents certain information from the unaudited pro forma condensed Consolidated Statement of Operations as if ADT had been included in the consolidated results of the Company for the three and six months ending June 30, 2025 and 2024 (in thousands), as applicable:

	Three Months Ended June 30,
Pro-forma	2024
Revenue	$	16,027
Gross Profit	$	3,837
Net loss	$	(3,083)

	Six Months Ended June 30,
Pro-forma	2025		2024
Revenue	$	37,896	$	27,394
Gross Profit	$	11,231	$	6,680
Net loss	$	3,418	$	(4,924)

The following represents certain information from the unaudited pro forma condensed Consolidated Statement of Operations as if TT had been included in the consolidated results of the Company for the three and six months ending June 30, 2024 (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2024		2024
Revenue	$	18,145	$	31,296
Gross profit	5,491		8,987
Net income (loss), net of tax	$	(2,065)	$	(2,943)