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Acquisitions
6 Months Ended
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions

4. Acquisitions

 

On April 25, 2022, the Company acquired RE2, Inc. a Pittsburgh, PA based developer of autonomous and teleoperated mobile robotic systems for use in the aviation, construction, defense, energy and medical industries. This acquisition significantly increased our engineering team and added additional products and target markets to the Company’s total addressable market. The aggregate consideration transferred was $90.2 million, of which $30.7 million was paid in cash, $44.1 million was comprised of 9,372,674 shares of common stock and $15.4 million was comprised of assumed options to purchase 3,877,039 shares of common stock. Additionally, 1,400,000 shares of common stock were issued with a fair value of $6.6 million at the time of grant. These shares are subject to risk of forfeiture which lapses in full four years after the acquisition date. These shares were excluded from the consideration transferred and will be recorded as stock-based compensation expense.

 

The acquisition was accounted for as a business combination and the total purchase consideration was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date and the excess was recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the issuance date of these consolidated financial statements and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. As of June 30, 2022, the primary areas that remain preliminary relate to the valuation of certain intangible items and various tax implications resulting from the acquisition.

 

The following table presents the preliminary purchase consideration allocation recorded in the Company’s consolidated balance sheet as of the acquisition date:

 

(in thousands)

 

Amount

 

Cash and cash equivalents

 

$

981

 

Accounts receivable

 

 

821

 

Unbilled receivables

 

 

1,968

 

Inventories

 

 

465

 

Prepaid expenses and other current assets

 

 

253

 

Property and equipment

 

 

1,084

 

Intangible assets

 

 

21,300

 

Goodwill

 

 

70,861

 

Other non-current assets

 

 

21

 

Accounts payable

 

 

(822

)

Accrued liabilities

 

 

(2,334

)

Deferred tax liabilities

 

 

(4,374

)

Total acquisition consideration

 

$

90,224

 

 

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands):

 

(in thousands)

 

Amounts

 

 

Useful Life (in years)

 

Trade name and trademarks

 

$

1,000

 

 

 

6

 

Developed technology

 

 

9,600

 

 

 

5

 

Customer relationships

 

 

10,700

 

 

 

9

 

Total intangible assets

 

$

21,300

 

 

 

 

 

Goodwill represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce and synergies expected to be achieved from the integration of RE2. Goodwill is not deductible for tax purposes.

 

The results of operations of RE2 from the date of acquisition have been included in the Company’s consolidated financial statements. Pro forma revenue and results of operations have not been presented because the historical results of RE2 are not material to the Company’s consolidated financial statements in any period presented.