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

Note 4. Goodwill and Intangible Assets

On April 3, 2023, we acquired all of the outstanding equity of Voyantic Oy, for an aggregate purchase price of $32.7 million. The acquisition of Voyantic Oy adds label design, manufacturing and test systems, within our systems product offering, which advance the quality, reliability, and readability of partner inlays. The consideration comprised (i) $3.6 million in shares of our common stock valued using the market price on the date of the acquisition, (ii) $4.6 million in deferred payments included within accrued and other current liabilities, that is contingent upon revenue and gross margin performance over a one-year period from the acquisition date, and (iii) the remainder in cash paid at closing.

We recorded the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. We recorded the excess of the purchase price over the assets acquired and liabilities assumed as goodwill. As part of the preliminary purchase price allocation, the fair value of net assets acquired, goodwill, intangible assets and deferred tax liability were $2.4 million, $15.6 million $18.4 million, and $3.7 million respectively. The goodwill amount represents synergies expected to be realized from this business combination and assembled workforce. The goodwill was allocated to our one reporting unit and reportable segment. The acquired goodwill and intangible assets were not deductible for tax purposes.

The transaction-related costs for the acquisition were $630,000 and are included in general and administrative expenses in the consolidated statements of operations for the three and six months ended June 30, 2023.

This acquisition did not have a material impact on our reported revenue or net loss amounts for any period presented; therefore, we have not presented historical and pro forma disclosures.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in business combinations accounted for under the purchase method of accounting. The following table presents goodwill as of June 30, 2023 (in thousands):

 

 

 

June 30, 2023

 

Balance at beginning of period

 

$

3,881

 

Additions from acquisition

 

 

15,590

 

Foreign currency translation adjustment

 

 

45

 

   Total

 

$

19,516

 

As of June 30, 2023, intangible assets comprised of the following (in thousands):

 

 

 

Estimated Useful Life in Years

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net

 

Definite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

   Backlog

 

0.25

 

 

764

 

 

 

(764

)

 

 

 

   Customer Relationships

 

1

 

 

3,656

 

 

 

(914

)

 

 

2,742

 

   Developed Technology

 

7.25

 

 

12,876

 

 

 

(443

)

 

 

12,433

 

   Patent

 

3

 

 

250

 

 

 

 

 

 

250

 

   Tradename

 

8

 

 

1,200

 

 

 

(38

)

 

 

1,162

 

Total definite-lived intangible assets (1)

 

 

 

 

18,746

 

 

 

(2,159

)

 

 

16,587

 

(1) Foreign intangible asset carrying amounts are affected by foreign currency translation

 

We amortize identifiable intangible assets with finite lives over their useful lives on a straight-line basis. The weighted average life of our intangible assets is approximately six years. Amortization of intangible assets was $2.1 million for the three and six months ended June 30, 2023, respectively.

As of June 30, 2023, the estimated intangible asset amortization expense for the next five years and thereafter is as follows:

 

 

Estimated Amortization

 

 

 

(in thousands)

 

Remainder of 2023

 

$

2,833

 

2024

 

 

2,923

 

2025

 

 

2,009

 

2026

 

 

1,968

 

2027

 

 

1,926

 

Thereafter

 

 

4,928

 

Total

 

$

16,587