v3.24.1.u1
Goodwill and Intangible Assets
3 Months Ended
Mar. 31, 2024
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. Our acquisition of Voyantic Oy adds label design, manufacturing and testing to our systems offerings, to 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 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. 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 we expect to realize from the business combination and assembled workforce. We allocated the goodwill 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 $907,000 for the three months ended March 31, 2024. These costs are related to the revaluation of the contingent consideration subsequent to the acquisition date and are included in general and administrative expenses in the condensed consolidated statements of operations. See Note 2. Fair Value Measures for additional information on the contingent consideration.

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 March 31, 2024 (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Balance at beginning of period

 

$

19,696

 

 

$

3,881

 

Foreign currency translation adjustment

 

 

(353

)

 

 

—

 

   Total

 

$

19,343

 

 

$

3,881

 

As of March 31, 2024, 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

 

$

755

 

 

$

(755

)

 

$

—

 

   Customer Relationships

 

1

 

 

3,615

 

 

 

(3,615

)

 

 

—

 

   Developed Technology

 

7.25

 

 

12,734

 

 

 

(1,757

)

 

 

10,977

 

   Patent

 

3

 

 

250

 

 

 

(59

)

 

 

191

 

   Tradename

 

8

 

 

1,187

 

 

 

(148

)

 

 

1,039

 

   Total definite-lived intangible assets (1)

 

 

 

 

18,541

 

 

 

(6,334

)

 

 

12,207

 

(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 $1.4 million for the three months ended March 31, 2024. There was no amortization of intangible assets for the three months ended March 31, 2023.

As of March 31, 2024, the estimated intangible asset amortization expense for the next five years and thereafter is as follows:

 

 

Estimated Amortization

 

 

 

(in thousands)

 

2024

 

 

1,491

 

2025

 

 

1,988

 

2026

 

 

1,950

 

2027

 

 

1,905

 

2028

 

 

1,905

 

Thereafter

 

 

2,968

 

Total

 

$

12,207