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Acquisitions | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | Note 3 - Acquisitions A. Siklu On December 4, 2023, the Company completed the Siklu Acquisition. See also note 1B. As consideration for the Siklu Acquisition, the Company issued to the Seller 504,902 ordinary shares of the Company with a fair value of $944 thousand (the "Share Consideration") and paid $8,341 thousand of cash to repay Siklu's outstanding debt, including both principal and interest. In addition, the Company accounted for $1,617 thousand for additional consideration of up to 735,294 ordinary shares of the Company or cash, in certain circumstances, which will be released from holdback and issued to the Seller in 18 months following the indemnity release date as defined in the Siklu Acquisition agreement (the "Holdback Consideration"). The Holdback Consideration is classified by the Company as a liability that is marked to market each reporting period. As of December 31, 2023, the Company recorded an adjustment to the fair value of its Holdback Consideration of $110 thousand in Financial and other expenses, net. The Siklu Acquisition has been accounted for as a business combination, and the financial results of Siklu have been included in the Company's consolidated financial statements for the period subsequent to the Siklu Acquisition. A summary of the allocation of the purchase consideration for Siklu is as follows (in thousands):
|  | Amortization Period |  |  | Amount |
|  | years |  |  | $ thousands |
Repayment of Siklu's outstanding debt obligations |  |  |  |  |  | 8,341 |
Share Consideration |  |  |  |  |  | 944 |
Holdback Consideration |  |  |  |  |  | 1,617 |
Fair value of total consideration |  |  |  |  |  | 10,902 |
Fair value of assets acquired and liabilities assumed: |  |  |  |  |  |  |
Current assets (including cash and cash equivalents of $370 thousand) |  |  |  |  |  | 5,732 |
Non-current assets |  |  |  |  |  | 2,047 |
Trademark |  | 2 |  |  |  | 440 |
Customer Relationships |  | 2-5 |  |  |  | 1,209 |
Technology |  | 2-6 |  |  |  | 3,638 |
Goodwill |  |  |  |  |  | 7,749 |
Other current liabilities |  |  |  |  |  | (6,694 | )
Long-term liabilities |  |  |  |  |  | (3,219 | )
|  |  |  |  |  | 10,902 |
The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the acquired developed technology, customer relationships and trade mark intangible assets. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company's estimates of customer attrition, technology obsolescence and revenue growth projections. The Company is amortizing the identifiable intangible assets arising from the Siklu Acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a useful life range of 2-10 years (see Note 7). Goodwill results from assets that are not separately identifiable as part of the transaction and is not deductible for tax purposes. B. Acquisition- and Integration-Related Charges Acquisition-related expenses include those expenses related to acquisitions that would otherwise not have been incurred by the Company, including professional and services fees, such as legal, audit, consulting, paying agent and other fees. Acquisition-related costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. Integration-related expenses represent incremental costs related to combining the Company and its business acquisitions, such as third-party consulting and other third-party services related to merging the previously separate companies' systems and processes. The components of Acquisition- and integration-related expenses incurred in the years ended December 31, 2024, 2023 and 2022 were as follows:
|  | Year ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
|  | $ thousands |  |  | $ thousands |  |  | $ thousands |
Acquisition-related professional and services fees |  |  | 284 |  |  |  | 720 |  |  |  | - |
Integration-related expenses |  |  | 1,376 |  |  |  | 398 |  |  |  | - |
Total acquisition- and integration-related expense |  |  | 1,660 |  |  |  | 1,118 |  |  |  | - |

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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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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