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Acquisitions

12 Months Ended

Dec. 31, 2024

Acquisitions

Acquisitions

Note 3 – Acquisitions

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 (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 fair value of accounts receivable is equal to the $656,000 gross contractual amount, as we expect the entire balance to be collectible. 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.

Acquisition of Conductive Transfers

On December 20, 2024, we acquired substantially all of the operating assets of Conductive Transfers Limited and Global Print Solutions Limited (collectively, “Conductive Transfers”), an England-based designer and manufacturer of wearables and smart textiles, conductive ink, and other printed electronics, pursuant to an Asset Sale Agreement (the “Asset Purchase Agreement”) by and among the Company’s wholly owned United Kingdom subsidiary, Conductive Transfers International Limited, and Conductive Transfers. Under the terms of the Asset Purchase Agreement, the purchase price was GB£250,000 (approximately $314,000) which was paid to the sellers in cash on the acquisition date.

The following table summarizes the estimated fair values of the assets acquired at the acquisition date (in thousands). We are in the process of identifying and measuring the fair value of certain property and equipment assets and intangible assets, thus the provisional measurements of these assests and goodwill are subject to change.

​

​	​	​	​
Inventories		$	19
Property and equipment	​		63
Net identifiable tangible assets acquired	​		82
Goodwill	​		232
Net assets acquired	​	$	314

​

The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Conductive Transfers. The goodwill is expected to be deductible for income tax purposes.

The following represents pro forma consolidated statement of operations information as if both Calman and Conductive Transfers had been included in our consolidated results for the full fiscal years ended December 31, 2024 and 2023 (unaudited):

​

​	​	​	​	​	​	​
​	​	Pro Forma
​		Year Ended December 31,
​	​	2024		​	2023
​	​	(in thousands)
Revenue	​	$	12,336	​	$	15,648
Net income (loss)	​	$	(1,979)	​	$	73

​

X

- 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).

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