Palladyne AI acquires GuideTech, two Crucis companies for $31M

Palladyne AI (PDYN) announced the acquisitions of GuideTech and two Crucis companies: Warnke Precision Machining and MKR Fabricators. The acquisitions, combined with the defense variant of Palladyne Pilot embodied AI for drones, now branded as SwarmOS, create Palladyne Defense, a new operating division of Palladyne AI that unites patented embodied AI, UAV and loitering munitions components and systems, advanced engineering and U.S.-based manufacturing. Palladyne Defense will immediately deliver revenue-generating programs and scalable U.S. production capacity while advancing the Department of War’s modernization priorities, including intelligent autonomy, rapid iteration, low cost per effect and the reshoring of critical defense production. For 2026, the acquisitions are expected to more than triple Palladyne’s 2024 revenue of $7.8M, with near-term contributions from GuideTech’s engineering services and avionics sales, and the Crucis Companies’ manufacturing. The acquired businesses are expected to be adjusted EBITDA positive in 2026. However, Palladyne intends to invest approximately $5M over the next 12-18 months to bring GuideTech’s proprietary loitering munitions systems to TRL 9. The combined companies also bring a growing 18-month backlog of more than $10M. The combined purchase price for the acquisitions is approximately $31M, consisting of $20M in stock and $5M in upfront cash, along with the assumption of approximately $6M in equipment finance and real estate debt. GuideTech’s owners will begin earning contingent consideration of up to $25M over five years only after cumulative revenue from GuideTech’s products and services exceeds $71M. The earnout is calculated as a percentage of eligible sales, including sales generated from technologies that were in development prior to its acquisition, such as Brain, Banshee, SwarmStrike and other legacy products. Once cumulative revenues from eligible products and services surpasses $71M, the sellers will be entitled to a share of the eligible revenue during the earnout period.