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Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets
(7)
Goodwill and Intangible Assets

Goodwill

The Company’s methodology for allocating the purchase price of an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. The Company assigns assets acquired (including goodwill) and liabilities assumed to one or more reporting units as of the date of acquisition. If the products obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process.

Goodwill and intangible assets with indefinite useful lives are not amortized but are reviewed for impairment annually during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. To measure impairment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, no impairment exists. If the fair value of the reporting unit is less than the carrying value of the reporting unit, a goodwill impairment is recorded.

Amortizable intangible assets and other long-lived assets are also subject to an impairment test if there is an indicator of impairment. When the Company determines that the carrying value of intangible assets or other long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, the Company uses the projected undiscounted cash flow method to determine whether an impairment exists, and then measures the impairment using discounted cash flows.

The process of evaluating the potential impairment of goodwill, intangible assets and other long-lived assets requires significant judgment. The Company regularly monitors current business conditions and other factors, including, but not limited to, adverse industry or economic trends, restructuring actions and lower projections of profitability that may impact future operating results. The Company’s stock price and any estimated control premium are factors affecting the assessment of the fair value of the Company’s underlying reporting units for purposes of performing any goodwill impairment assessment.

The changes in the carrying amount of goodwill and accumulated impairment loss during the six months ended June 30, 2024 were as follows:

 

 

Gross
Carrying
Amount

 

 

Accumulated
Impairment
Loss

 

 

Net

 

Beginning balance, January 1, 2024

 

$

4,387

 

 

$

(1,833

)

 

$

2,554

 

Foreign currency translation and measurement period adjustments

 

 

(59

)

 

 

 

 

 

(59

)

Ending balance, June 30, 2024

 

$

4,328

 

 

$

(1,833

)

 

$

2,495

 

During the quarter ended June 30, 2023, the Company noted softer industry demand, particularly in the personal computer and smartphone markets, and concluded there was a triggering event at each of its electronics and general metal finishing reporting units, which together constitute MSD, and the equipment solutions reporting unit of PSD.

For each of the three reporting units, the Company performed a quantitative assessment of goodwill using an equal weighting of the income approach and market approach. The income approach was based upon projected future cash flows that were discounted to present value and an assumed terminal growth rate. The key underlying assumptions included forecasted revenues, which incorporated external market data, gross profit and operating expenses, as well as an applicable discount rate for each reporting unit. The market approach for each of the three reporting units incorporated observed multiples of guideline public companies. The market approach for the electronics and general metal finishing reporting units also incorporated multiples from guideline transactions.

 

Fair value estimates are based on complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by the Company's management. There are inherent uncertainties and management judgment required in these determinations.

This quantitative assessment for the quarter ended June 30, 2023 resulted in the following:

Reporting Unit

 

Goodwill Impairment

 

 

Remaining Goodwill

 

Electronics

 

$

826

 

 

$

1,420

 

General Metal Finishing

 

 

428

 

 

 

307

 

Equipment Solutions

 

 

372

 

 

 

100

 

In addition, the Company used an income approach to determine the fair value of the long-lived and indefinite-lived intangible assets within these reporting units (Level 3 within the fair value hierarchy). These valuations resulted in a $20 fair value and $152 impairment of completed technology within the equipment solutions reporting unit and a $72 fair value and $49 impairment of in-process research and development (“IPR&D”) within the electronics reporting unit. After evaluating forecast updates and carrying values, the Company did not identify impairments at any other of its reporting units.

For the completed technology valuation within the equipment solutions reporting unit, the forecasted future undiscounted cash flows were consistent with the Company’s goodwill analysis, using an approximate seven year useful life, an 8% weighted-average forecasted revenue growth rate, and a discount rate of 13.5%. For the IPR&D intangible asset within the electronics reporting unit, the forecasted undiscounted future cash flows utilized were consistent with the Company’s goodwill analysis, with estimated time to complete in-process projects of up to two years, and a discount rate of 12.5%.

Intangible Assets

The Company’s intangible assets are comprised of the following:

As of June 30, 2024:

 

Gross

 

 

Accumulated Impairment Charges

 

 

Accumulated Amortization

 

 

Foreign Currency Translation

 

 

Net

 

Completed technology

 

$

1,268

 

 

$

(152

)

 

$

(451

)

 

$

(24

)

 

$

641

 

Customer relationships

 

 

2,072

 

 

 

(1

)

 

 

(406

)

 

 

(70

)

 

 

1,595

 

Patents, trademarks, trade names and other

 

 

381

 

 

 

(63

)

 

 

(124

)

 

 

(12

)

 

 

182

 

 

 

$

3,721

 

 

$

(216

)

 

$

(981

)

 

$

(106

)

 

$

2,418

 

 

As of December 31, 2023:

 

Gross

 

 

Accumulated
Impairment Charges

 

 

Accumulated
Amortization Charges

 

 

Foreign Currency Translation and Measurement Period Adjustments

 

 

Net

 

Completed technology

 

$

1,268

 

 

$

(152

)

 

$

(405

)

 

$

(4

)

 

$

707

 

Customer relationships

 

 

2,072

 

 

 

(1

)

 

 

(335

)

 

 

(17

)

 

 

1,719

 

Patents, trademarks, trade names and other

 

 

381

 

 

 

(63

)

 

 

(118

)

 

 

(7

)

 

 

193

 

 

 

$

3,721

 

 

$

(216

)

 

$

(858

)

 

$

(28

)

 

$

2,619

 

 

During the six months ended June 30, 2023, $9 of IPR&D was written off to amortization expense as certain projects were cancelled.

Aggregate amortization expense related to acquired intangible assets for the six months ended June 30, 2024 and 2023 was $123 and $157, respectively.

Aggregate net amortization expense related to acquired intangible assets for future years is as follows:

Year

 

Amount

 

2024 (remaining)

 

$

124

 

2025

 

 

245

 

2026

 

 

241

 

2027

 

 

240

 

2028

 

 

240

 

2029

 

 

238

 

Thereafter

 

 

1,034

 

The Company excluded from the above table intangible assets of $56 of indefinite-lived trademarks and trade names, which were not subject to amortization.