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Note 4 - Business Combinations | 3 Months Ended
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Mar. 31, 2022
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | Note 4 – Business Combinations On January 22, 2021, the Company acquired all of the outstanding shares of 3D Hubs, Inc. (Hubs), for $294.1 million, consisting of $127.4 million in cash and 863,995 shares of the Company's common stock valued at $166.7 million on the closing date. The purchase agreement included additional contingent consideration of up to $52.8 million subject to the achievement of performance-based targets during fiscal 2021 and fiscal 2022. The contingent consideration consisted of up to $25.0 million in cash and up to 143,983 shares of the Company's common stock valued at $27.8 million on the closing date. The Company initially recorded a liability of $13.6 million related to the contingent consideration, which was subsequently reversed when it was determined the performance based targets would not be met in 2021 and the expectation that those targets would not be met in fiscal 2022. The reversal of the contingent consideration was recorded as a decrease in general and administrative expense in the Consolidated Statements of Comprehensive Income. Hubs is based in Amsterdam, Netherlands and is a leading online manufacturing platform that provides customers with on-demand access to a global network of premium manufacturing partners. The acquisition enhances the Company’s value proposition by expanding the customer offerings, enabling the Company to more holistically serve its customers. The fair value of the consideration paid for this acquisition has been allocated to the assets purchased and liabilities assumed based on their fair values as of the acquisition date, with any excess recorded as goodwill. The goodwill associated with the acquisition represents both the strategic and growth opportunities by significantly expanding the customer offering with a network of premium manufacturing partners. The goodwill related to the acquisition is not deductible for tax purposes. The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations. The final purchase price allocation was as follows:
(in thousands) |  | Acquisition |
Assets acquired: |  |  |  |
Current assets |  | $ | 2,497 |
Intangible assets |  |  | 30,770 |
Goodwill |  |  | 280,925 |
Other long-term assets |  |  | 1,139 |
Total assets acquired |  |  | 315,331 |
Liabilities assumed: |  |  |  |
Current contingent consideration |  |  | 7,093 |
Current liabilities |  |  | 5,666 |
Long-term contingent consideration |  |  | 6,507 |
Long-term deferred tax liabilities |  |  | 1,688 |
Other long-term liabilities |  |  | 255 |
Total liabilities assumed |  |  | 21,209 |
Net assets acquired |  |  | 294,122 |
Cash paid |  |  | 133,847 |
Cash acquired |  |  | (6,434 | )
Net cash consideration |  |  | 127,413 |
Equity portion of purchase price |  |  | 166,709 |
Total purchase consideration |  | $ | 294,122 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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