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Goodwill and Intangible Assets
9 Months Ended
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

9) Goodwill and Intangible Assets

Goodwill

The Company's methodology for allocating the purchase price relating to purchase acquisitions is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. The Company assigns assets acquired (including goodwill) and liabilities assumed to one or more reporting units as of the date of acquisition. If the products obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process.

Goodwill and purchased intangible assets with indefinite useful lives are not amortized but are reviewed for impairment annually during the fourth quarter of each fiscal year and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment.

The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends, restructuring actions and lower projections of profitability that may impact future operating results. During the quarter ended June 30, 2022, following softening industry demand for flexible printed circuit board ("PCB") via drilling systems and declines in projected operating results for its Equipment Solutions Business ("ESB") reporting unit, the Company evaluated the carrying values of goodwill, purchased intangible assets and other long-lived assets assigned to the reporting unit and determined the carrying values were recoverable. The Company performed its analysis using the income approach and key underlying assumptions included forecasted revenue, gross profit and operating margin as well as discount rate. Fair value estimates are based on complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by the Company's management. There are inherent uncertainties and management judgment required in these determinations. In its quantitative assessment of the reporting unit, the Company estimated fair value exceeded carrying value by 10%. The Company determined that there was no triggering event during the quarter ended September 30, 2022 for its ESB reporting unit.

The changes in the carrying amount of goodwill and accumulated impairment loss during the nine months ended September 30, 2022 were as follows:

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Impairment
Loss

 

 

Net

 

Beginning balance, January 1

 

$

1,373

 

 

$

(145

)

 

$

1,228

 

Acquired goodwill(1)

 

 

2,720

 

 

 

 

 

 

2,720

 

Foreign currency translation

 

 

(97

)

 

 

 

 

 

(97

)

Ending balance, September 30

 

$

3,996

 

 

$

(145

)

 

$

3,851

 

 

(1)
During the three months ended September 30, 2022, the Company recorded goodwill related to the Atotech Acquisition.

Intangible Assets

Components of the Company's intangible assets are comprised of the following:

 

As of September 30, 2022:

 

Gross

 

 

Accumulated
Amortization and Impairment Charges

 

 

Foreign
Currency
Translation

 

 

Net

 

Completed technology(1)

 

$

1,369

 

 

$

(280

)

 

$

(23

)

 

$

1,066

 

Customer relationships(1)

 

 

2,398

 

 

 

(155

)

 

 

(65

)

 

 

2,178

 

Patents, trademarks, trade names and other (1)

 

 

481

 

 

 

(62

)

 

 

(10

)

 

 

409

 

 

 

$

4,248

 

 

$

(497

)

 

$

(98

)

 

$

3,653

 

 

(1)
During the three months ended September 30, 2022, the Company recorded $3,251 of separately identified intangible assets related to the Atotech Acquisition, including $813 in completed technology, $2,080 in customer relationships and $358 in patents, trademarks, trade names and other.

 

As of December 31, 2021:

 

Gross

 

 

Accumulated
Amortization and Impairment Charges

 

 

Foreign
Currency
Translation

 

 

Net

 

Completed technology(1)

 

$

556

 

 

$

(242

)

 

$

 

 

$

314

 

Customer relationships(1)

 

 

318

 

 

 

(126

)

 

 

 

 

 

192

 

Patents, trademarks, trade names and other(1)

 

 

123

 

 

 

(52

)

 

 

(1

)

 

 

70

 

 

 

$

997

 

 

$

(420

)

 

$

(1

)

 

$

576

 

 

(1)
During the twelve months ended December 31, 2021, the Company recorded $121 of separately identified intangible assets related to its acquisition of Photon Control, including $110 in completed technology, $9 in customer relationships and $2 in patents, trademarks, trade names and other.

Aggregate amortization expense related to acquired intangible assets for the nine months ended September 30, 2022 and 2021 was $77 and $40, respectively. Aggregate net amortization expense related to acquired intangible assets for future years is as follows:

 

Year

 

Amount

 

2022 (remaining)

 

$

83

 

2023

 

 

327

 

2024

 

 

326

 

2025

 

 

325

 

2026

 

 

310

 

2027

 

 

296

 

Thereafter

 

 

1,930

 

The table above excludes $56 of indefinite-lived trademarks and trade names that were not subject to amortization.