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Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets
(7)
Goodwill and Intangible Assets

Goodwill

The Company’s methodology for allocating the purchase price of an acquisition 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 intangible assets with indefinite useful lives are not amortized but are reviewed for impairment annually during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. To measure impairment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, no impairment exists. If the fair value of the reporting unit is less than the carrying value of the reporting unit, a goodwill impairment is recorded.

Amortizable intangible assets and other long-lived assets are also subject to an impairment test if there is an indicator of impairment. When the Company determines that the carrying value of intangible assets or other long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, the Company uses the projected undiscounted cash flow method to determine whether an impairment exists, and then measures the impairment using discounted cash flows.

The process of evaluating the potential impairment of goodwill, intangible assets and other long-lived 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, 2023, the Company noted softer industry demand, particularly in the personal computer and smartphone markets, and concluded there was a triggering event at each of its electronics and general metal finishing reporting units, which together constitute MSD, and the equipment solutions reporting unit of PSD. For MSD, the Company concluded information on the softening of industry demand as of the filing date of this Quarterly Report on Form 10-Q did not exist as of the Effective Date.

For each of the three reporting units, the Company performed a quantitative assessment of goodwill using an equal weighting of the income approach and market approach. The income approach was based upon projected future cash flows that were discounted to present value and an assumed terminal growth rate. The key underlying assumptions included forecasted revenues, which incorporated external market data, gross profit and operating expenses, as well as an applicable discount rate for each reporting unit. The market approach for each of the three reporting units incorporated observed multiples of guideline public companies. The market approach for the electronics and general metal finishing reporting units also incorporated multiples from guideline transactions.

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.

This quantitative assessment resulted in the following:

Reporting Unit

 

Goodwill Impairment

 

Remaining Goodwill

Electronics

 

$826

 

$1,420

General Metal Finishing

 

428

 

307

Equipment Solutions

 

372

 

100

In addition, the Company used an income approach to determine the fair value of the long-lived and indefinite lived intangible assets within these reporting units (Level 3 within the fair value hierachy). These valuations resulted in a $20 fair value and $152 impairment of completed technology within the equipment solutions reporting unit and a $72 fair value and $49 impairment of IPR&D within the electronics reporting unit. After evaluating forecast updates and carrying values, the Company did not identify impairments at any other of its reporting units.

For the completed technology valuation within the equipment solutions division, the forecasted future undiscounted cash flows were consistent with the Company’s goodwill analysis, using an approximate 7 year useful life, an 8% weighted-average forecasted revenue growth rate, and a discount rate of 13.5%. For the IPR&D intangible asset within the electronics reporting unit, the forecasted undiscounted future cash flows utilized were consistent with the Company’s goodwill analysis, with estimated time to complete in-process projects of up to 2 years, and a discount rate of 12.5%.

The changes in the carrying amount of goodwill and accumulated impairment loss during the six months ended June 30, 2023 were as follows:

 

 

Gross
Carrying
Amount

 

 

Accumulated
Impairment
Loss

 

 

Net

 

Beginning balance, January 1

 

$

4,454

 

 

$

(146

)

 

$

4,308

 

Impairment charge

 

 

 

 

 

(1,626

)

 

 

(1,626

)

Foreign currency translation

 

 

(107

)

 

 

 

 

 

(107

)

Ending balance, June 30

 

$

4,347

 

 

$

(1,772

)

 

$

2,575

 

Intangible Assets

The Company’s intangible assets are comprised of the following:

As of June 30, 2023:

 

Gross

 

 

Accumulated Impairment Charges

 

 

Accumulated Amortization

 

 

Foreign
Currency
Translation

 

 

Net

 

Completed technology

 

$

1,212

 

 

$

(152

)

 

$

(356

)

 

$

(17

)

 

$

687

 

Customer relationships

 

 

2,072

 

 

 

(1

)

 

 

(264

)

 

 

(45

)

 

 

1,762

 

Patents, trademarks, trade names and other

 

 

437

 

 

 

(49

)

 

 

(101

)

 

 

(8

)

 

 

279

 

 

 

$

3,721

 

 

$

(202

)

 

$

(721

)

 

$

(70

)

 

$

2,728

 

During the six months ended June 30, 2023, $61 of IPR&D included within patents, trademarks, trade names, and other was reclassified into completed technology. During the six months ended June 30, 2023, $9 of IPR&D was written off to amortization expense as certain projects were cancelled.

As of December 31, 2022:

 

Gross

 

 

Accumulated
Impairment Charges

 

 

Accumulated
Amortization Charges

 

 

Foreign
Currency
Translation

 

 

Net

 

Completed technology

 

$

1,151

 

 

$

 

 

$

(303

)

 

$

4

 

 

$

852

 

Customer relationships

 

 

2,072

 

 

 

(1

)

 

 

(190

)

 

 

11

 

 

 

1,892

 

Patents, trademarks, trade names and other

 

 

498

 

 

 

 

 

 

(71

)

 

 

2

 

 

 

429

 

 

 

$

3,721

 

 

$

(1

)

 

$

(564

)

 

$

17

 

 

$

3,173

 

Aggregate amortization expense related to acquired intangible assets for the six months ended June 30, 2023 and 2022 was $157 and $30, respectively. The increase in amortization of intangible assets was a result of increased amortization related to acquired intangible assets from the Atotech Acquisition. Aggregate net amortization expense related to acquired intangible assets for future years is as follows:

Year

 

Amount

 

2023 (remaining)

 

$

128

 

2024

 

 

226

 

2025

 

 

225

 

2026

 

 

222

 

2027

 

 

220

 

2028

 

 

220

 

Thereafter

 

 

1,364

 

The Company excluded from the above table intangible assets of $56 of indefinite-lived trademarks and trade names, and $67 of IPR&D, which were not subject to amortization.