Acquisitions (Tables)

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Allocation of Fair Value of Assets and Liabilities ACME Transaction and Industrial Air Transaction

The following table summarizes the allocation of the fair value of the assets and liabilities of the ACME Transaction as of the ACME Effective Date by the Company.

(in thousands)	Purchase Price Allocation		Measurement Period Adjustments(1)		Final Purchase Price Allocation
Consideration:
Cash	$	5,181	$	—	$	5,181
Earnout provision	1,121		393		1,514
Total Consideration	6,302		393		6,695
Fair value of assets acquired:
Cash and cash equivalents	298		—		298
Accounts receivable	1,150		—		1,150
Contract assets	414		—		414
Property and equipment	488		—		488
Operating lease right-of-use assets	301		—		301
Intangible assets	2,300		500		2,800
Amount attributable to assets acquired	4,951		500		5,451
Fair value of liabilities assumed:
Accounts payable, including retainage	170		—		170
Current operating lease liabilities	195		—		195
Accrued expenses and other current liabilities	138		—		138
Contract liabilities	373		—		373
Long-term operating lease liabilities	106		—		106
Amount attributable to liabilities assumed	982		—		982
Goodwill	$	2,333	$	(107)	$	2,226

(1)    Measurement period adjustments recorded during the year-ended December 31, 2023 included changes in the purchase price allocation and total consideration, resulting in a net decrease of approximately $0.1 million to goodwill. The measurement period adjustments resulted primarily from valuation inputs pertaining to ACME’s intangible assets and earnout provision attributes based on facts and circumstances that existed, but were not known, as of the ACME acquisition date.

The following table summarizes the allocation of the fair value of the assets and liabilities of the Industrial Air Transaction as of the IA Effective Date by the Company.

(in thousands)	Purchase Price Allocation		Measurement Period Adjustments(1)		Final Purchase Price Allocation
Consideration:
Cash	$	11,527	$	—	$	11,527
Earnout provision	3,165		—		3,165
Total Consideration	14,692		—		14,692
Fair value of assets acquired:
Cash and cash equivalents	1,149		—		1,149
Accounts receivable	5,200		—		5,200
Inventory	1,290		(59)		1,231
Contract assets	220		—		220
Other current assets	993		—		993
Property and equipment	1,447		—		1,447
Operating lease right-of-use assets(2)	3,756		—		3,756
Intangible assets	8,720		—		8,720
Amount attributable to assets acquired	22,775		(59)		22,716
Fair value of liabilities assumed:
Accounts payable, including retainage	885		—		885
Current operating lease liabilities	475		—		475
Contract liabilities	6,900		—		6,900
Accrued expenses and other current liabilities	347		—		347
Long-term operating lease liabilities	2,254		—		2,254
Amount attributable to liabilities assumed	10,861		—		10,861
Goodwill	$	2,778	$	59	$	2,837

(1)    Measurement period adjustments recorded during the quarter ending March 31, 2024 included adjustments to certain working capital items resulting in an increase of approximately $0.1 million to goodwill. The measurement period adjustments resulted primarily from information that existed, but was not known, as of Industrial Air's acquisition date.

(2)    As a result of the Industrial Air Transaction, the Company recognized a $1.0 million below-market lease, which was recorded as an increase to the Company’s operating lease right-of-use assets on its consolidated balance sheet as of the IA Effective Date. The below-market lease will be amortized to amortization expense over the remaining lease term.