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

3. Acquisition

On June 14, 2022, we closed on the acquisition of all of the outstanding stock of Shanghai Han Xiang New Energy Technology Co., Ltd. ("HX Tracker"), a China-based supplier of 1P tracker systems in order to extend our international market presence. The purchase price included approximately $3.5 million of cash, paid in July 2022, and the issuance in June 2022 of 1,000,000 shares of the Company's common stock valued at approximately $4.4 million. In addition, as part of the purchase price, we agreed to repay, in the third quarter of 2022, the existing debt of HX Tracker owed to the previous owners, totaling approximately $0.8 million. The goodwill recognized as part of the acquisition is attributable to expected synergies in the acquired company's tracker offering and cross selling opportunities in various international markets and is not deductible for tax purposes. We have accrued $4.3 million for the required cash payments in our Condensed Consolidated Balance Sheet as of June 30, 2022. The results of operations of HX Tracker, which are not material, have been included in our consolidated financial statements since the date of acquisition.

Certain former key employees of HX Tracker became employees of the Company following the closing and were eligible to receive up to 2.2 million restricted stock unit awards, with vesting based on either performance or service conditions over a 2 to 4-year period. These awards require continuous employment during their term, subject to certain conditions as defined in the award, and are being accounted for as post combination expense recognized over the required service period based on the current expectation that all performance conditions will be met.

The preliminary allocation of the purchase price was as follows:

(in thousands)

 

 

 

June 14, 2022

 

Cash

 

 

 

$

18

 

Prepaids and other current assets

 

 

 

 

17

 

Intangible assets, net

 

 

 

 

1,425

 

Goodwill

 

 

 

 

7,447

 

Deferred tax asset

 

 

 

 

221

 

Accrued expenses

 

 

 

 

(55

)

Deferred tax liability

 

 

 

 

(356

)

Total purchase price

 

 

 

$

8,717

 

We are still in the process of finalizing the fair value of the acquired intangible assets and liabilities, which could impact the final purchase price allocation. We plan to complete this evaluation as soon as possible, but no later than one year from the acquisition date.

The acquired intangible assets relate to developed technology for a 1P tracker system, under the brand name Helios, offered by HX Tracker. We will amortize the acquired technology over its estimated useful life of approximately 2.5 years.

During the six months ended June 30, 2022, activity in our goodwill balance was as follows:

(in thousands)

 

 

 

Six months ended June 30, 2022

 

Balance at December 31, 2021

 

 

 

$

 

Addition due to HX Tracker acquisition

 

 

 

 

7,447

 

Translation

 

 

 

 

40

 

Balance at June 30, 2022

 

 

 

$

7,487