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Acquisition
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisition

Note 3. Acquisitions

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 paid the existing debt of HX Tracker owed to the previous owners, totaling approximately $0.8 million as of the acquisition date during the third quarter of 2022. 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. The results of operations of HX Tracker, which are not material to our consolidated results, 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 RSUs, 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.

On July 1, 2022, we closed on an acquisition of certain assets from Standard Sun, Inc. relating to their pile testing and equipment installation business. Total purchase price was approximately $0.8 million. Two employees of this business became employees of the Company following the acquisition. The results of operations of this business, which are not material, have been included in our consolidated financial statements since the date of acquisition. Goodwill associated with this acquisition is deductible for tax purposes.

The final allocation of the purchase price from these acquisitions was as follows:

(in thousands)

 

HX Tracker

 

 

Pile testing and equipment installation business

 

 

Total

 

Cash

 

$

18

 

 

$

 

 

$

18

 

Prepaids and other current assets

 

 

17

 

 

 

 

 

 

17

 

Property and equipment, net

 

 

 

 

 

502

 

 

 

502

 

Intangible assets, net

 

 

1,425

 

 

 

 

 

 

1,425

 

Goodwill

 

 

7,447

 

 

 

271

 

 

 

7,718

 

Deferred tax asset

 

 

221

 

 

 

 

 

 

221

 

Accrued expenses

 

 

(55

)

 

 

 

 

 

(55

)

Deferred tax liability

 

 

(356

)

 

 

 

 

 

(356

)

Total purchase price

 

$

8,717

 

 

$

773

 

 

$

9,490

 

Activity in our goodwill balance was as follows:

(in thousands)

 

 

 

 

 

Year ended December 31, 2022

 

Balance at December 31, 2021

 

 

 

 

 

$

 

Acquisition of HX Tracker

 

 

 

 

 

 

7,447

 

Acquisition of pile testing and equipment installation business

 

 

 

 

 

 

271

 

Translation

 

 

 

 

 

 

(180

)

Balance at December 31, 2022

 

 

 

 

 

$

7,538