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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 6. 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 $1.7 million for the year ended December 31, 2023. In addition we revalued the contingent consideration subsequent to the acquisition date and recorded an additional $1.6 million. See Note 3. Fair Value Measures for additional information on the contingent consideration.

Transaction expenses and contingent consideration expense are included in general and administrative expense in the consolidated statements of operations.

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.

The following table presents goodwill as of December 31, 2023 (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Balance at beginning of period

 

$

3,881

 

 

$

3,881

 

Additions from acquisition

 

 

15,590

 

 

 

 

Foreign currency translation adjustment

 

 

225

 

 

 

 

   Total

 

$

19,696

 

 

$

3,881

 

 

As of December 31, 2023, 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

 

$

773

 

 

$

(773

)

 

$

 

   Customer Relationships

 

1

 

 

3,698

 

 

 

(2,773

)

 

 

925

 

   Developed Technology

 

7.25

 

 

13,024

 

 

 

(1,348

)

 

 

11,676

 

   Patent

 

3

 

 

250

 

 

 

(38

)

 

 

212

 

   Tradename

 

8

 

 

1,214

 

 

 

(114

)

 

 

1,100

 

   Total definite-lived intangible assets (1)

 

 

 

 

18,959

 

 

 

(5,046

)

 

 

13,913

 

(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 expense of intangible assets was $5.0 million for the year ended December 31, 2023.

We did not have an intangible asset balance for the year ending December 31, 2022.

As of December 31, 2023, the estimated intangible asset amortization expense for the next five years and thereafter is as follows:

 

Estimated Amortization

 

 

 

(in thousands)

 

2024

 

 

2,956

 

2025

 

 

2,032

 

2026

 

 

1,993

 

2027

 

 

1,948

 

2028

 

 

1,948

 

Thereafter

 

 

3,036

 

Total

 

$

13,913