Acquisition of Anderson Manufacturing Assets

12 Months Ended

Dec. 31, 2025

Acquisition of Anderson Manufacturing Assets [Abstract]

Acquisition of Anderson Manufacturing Assets

2. Acquisition of Anderson Manufacturing Assets

As described in Note 1, the Company closed on the Anderson Acquisition on July 1, 2025. The Company paid $15.0 million dollars in cash for Anderson assets at the closing of the transaction, with an additional $0.8 million held back for the purposes described below. The Anderson Acquisition included, among other things, property, equipment, inventory, and all intellectual property related to Anderson, including the Anderson trademarks and tradenames, and all derivatives thereof.

The primary purpose of the Anderson Acquisition was to increase the Company’s production capabilities. The Anderson Acquisition was accounted for in accordance with ASC Topic 805, Business Combinations. Accordingly, the total purchase price has been allocated to the assets based on their fair value at the date of acquisition. The Company assumed no debt or long-term liabilities in this transaction. These allocations reflect various provisional estimates that were based on the information available at the time and are subject to change during the purchase price allocation period.

The following table summarizes the Company's preliminary fair value of the assets acquired, as of July 1, 2025, for the Company’s Anderson Acquisition.

Purchase Price
Cash paid to sellers	$	15,010
Holdback		750
Total Purchase Price	$	15,760
Purchase Price Allocation
Assets Acquired
Land and building	$	5,900
Machinery and equipment		5,800
Inventory		2,045
Other assets		1,625
Goodwill		390
Net Assets Acquired	$	15,760

Identifiable assets acquired were recorded at their estimated fair values based on the methodology described under “Fair Value Measurements” in Note 1 - Significant Accounting Policies.

The Fair Value of any intangible assets acquired in the Anderson Acquisition were considered negligible.

The Company held back $0.8 million from their purchase payment for potential repair mediation costs, which will either be applied to repair costs or paid to Anderson. This holdback was included in trade accounts payable and accrued expenses on the Company’s Condensed Consolidated Balance Sheet at December 31, 2025.

The excess purchase price over the fair value of the assets acquired was recorded as goodwill in the amount of $0.4 million, primarily related to assembled workforce and increased manufacturing capacity. The goodwill is expected to be deductible for tax purposes. The Company incurred acquisition related costs of approximately $0.5 million, which are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Income and Comprehensive Income.

The pro forma impact of the acquisition and the results of operations attributable to Anderson in 2024 and 2025 have not been presented, as they are not material to the Company’s consolidated results of operations.