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Acquisition

6 Months Ended

Jun. 30, 2024

Acquisition

Note 3 – Acquisition of Calman Technology Limited

On March 17, 2023, we acquired all of the outstanding shares in Calman Technology Limited (“Calman”), a Scotland-based designer and manufacturer of membrane keypads, graphic overlays and printed electronics, pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) by and among the Company’s wholly owned United Kingdom subsidiary, Interlink Electronics Limited, and the shareholders of Calman. The Share Purchase Agreement contains customary representations, warranties and covenants, including non-competition covenants on the part of the sellers, who continue to be employed by Calman. Under the terms of the Share Purchase Agreement, the purchase price was GB£4,127,000 (approximately $4,912,000), of which GB£3,627,000 (approximately $4,317,000) was paid at closing and the remaining GB£500,000 (approximately $595,000) was held back against potential claims for breaches of representations and warranties (subject to certain deductibles and caps) and was paid to the sellers in December 2023.The purchase price was subject to adjustment based on the extent, if any, to which Calman’s net working capital at closing was more or less than GB£600,000 (approximately $714,000), which resulted in additional purchase consideration of approximately GB£1,292,000 (approximately $1,538,000).

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, giving effect to the post-closing purchase price adjustment and the revised allocation based on the results of the valuation report (in thousands).


Cash		$	1,577
Accounts receivable			656
Inventories			622
Prepaid expenses and other current assets			12
Property, plant, and equipment			146
Right-of-use assets			91
Accounts payable and accrued liabilities			(615)
Lease liabilities			(91)
Net identifiable tangible assets acquired			2,398
Developed technology			381
Tradenames and trademarks			214
Customer relationships			1,260
Non-compete agreements			843
Deferred tax liabilities			(710)
Goodwill			2,064
Net assets acquired		$	6,450

The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Calman. The goodwill is not expected to be deductible for income tax purposes.

The following represents the pro forma consolidated statement of operations as if Calman had been included in our consolidated results for the full periods ended June 30, 2024 and 2023:


		Pro Forma						Pro Forma
		Three Months Ended June 30,						Six Months Ended June 30,
		2024			2023			2024			2023

		(in thousands)
Revenue		$	2,898		$	4,049		$	6,022		$	8,088
Net income (loss)		$	(307)		$	381		$	(1,048)		$	677