| GOODWILL & INTANGIBLE ASSETS |
11. GOODWILL & INTANGIBLE ASSETS
The carrying amount of goodwill at June 30, 2022 and December 31, 2021 was $377.7 million and $639.3 million respectively, and has been recorded in connection with the Company’s acquisitions. The goodwill activity is as follows (in thousands):
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Goodwill |
Balance at December 31, 2020 |
|
$ |
2,252 |
Acquisition of EnvisionTEC |
|
|
195,688 |
Acquisition of Adaptive3D |
|
|
35,113 |
Acquisition of Aerosint |
|
|
14,581 |
Acquisition of Dental Arts Labs |
|
|
8,839 |
Acquisition of A.I.D.R.O. |
|
|
3,515 |
Acquisition of Brewer Dental |
|
|
2,463 |
Acquisition of May Dental |
|
|
6,782 |
Acquisition of ExOne |
|
|
374,636 |
Foreign currency translation adjustment |
|
|
(4,568) |
Balance at December 31, 2021 |
|
$ |
639,301 |
May Dental working capital adjustment |
|
|
23 |
Foreign currency translation adjustment |
|
|
(32,114) |
Goodwill impairment |
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|
(229,500) |
Balance at June 30, 2022 |
|
$ |
377,710 |
As of June 30, 2022, a quantitative interim goodwill impairment assessment was performed due to further sustained declines in the Company’s and comparable companies’ stock prices in the six months ended June 30, 2022.
The Company estimated the fair value using the discounted cash flow method under the income approach. The significant assumptions used in the valuation include revenue growth rates, future gross profit margins and operating expenses used to calculate projected future cash flows, determination of the weighted average cost of capital, and future economic and market conditions. The terminal value is based on an exit revenue multiple which requires significant assumptions regarding the selections of appropriate multiples that consider relevant market trading data. The Company bases its estimates and assumptions on its knowledge of the additive manufacturing industry, recent performance, expectations of future performance and other assumptions the Company believes to be reasonable.
The Company determined that the estimated fair value of the reporting unit was less than its carrying amount. The Company recorded a goodwill impairment charge of $229.5 million in the condensed consolidated statements of operations for the three and six months ended June 30, 2022.
Intangible assets consisted of the following (in thousands):
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June 30, 2022 |
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December 31, 2021 |
|
|
Weighted Average |
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Gross |
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Net |
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Gross |
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Net |
|
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Remaining Useful |
|
Carrying |
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Accumulated |
|
Carrying |
|
Carrying |
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Accumulated |
|
Carrying |
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|
Lives (in years) |
|
Amount |
|
Amortization |
|
Amount |
|
Amount |
|
Amortization |
|
Amount |
Acquired technology |
|
8.8 |
|
|
$ |
195,489 |
|
$ |
24,042 |
|
$ |
171,447 |
|
$ |
198,631 |
|
$ |
11,421 |
|
$ |
187,210 |
Trade name |
|
10.5 |
|
|
|
12,452 |
|
|
1,524 |
|
|
10,928 |
|
|
12,475 |
|
|
684 |
|
|
11,791 |
Customer relationships |
|
10.3 |
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|
|
67,431 |
|
|
11,835 |
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|
55,596 |
|
|
69,127 |
|
|
6,296 |
|
|
62,831 |
Capitalized software |
|
1.0 |
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|
|
518 |
|
|
420 |
|
|
98 |
|
|
518 |
|
|
366 |
|
|
152 |
Total intangible assets |
|
|
|
|
$ |
275,890 |
|
$ |
37,821 |
|
$ |
238,069 |
|
$ |
280,751 |
|
$ |
18,767 |
|
$ |
261,984 |
During the three and six months ended June 30, 2022 and 2021, the Company recognized the following amortization expense (in thousands):
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Statement of |
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Three Months Ended June 30, |
|
Six Months Ended June 30, |
Category |
|
Operations Line Item |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Acquired technology |
|
Cost of Sales |
|
$ |
5,950 |
|
$ |
2,319 |
|
$ |
11,940 |
|
$ |
3,410 |
Acquired technology |
|
Research and Development |
|
|
405 |
|
|
506 |
|
|
848 |
|
|
1,012 |
Trade name |
|
General and Administrative |
|
|
421 |
|
|
170 |
|
|
843 |
|
|
250 |
Customer relationships |
|
Sales and Marketing |
|
|
2,866 |
|
|
1,273 |
|
|
5,768 |
|
|
1,894 |
Capitalized software |
|
Research and Development |
|
|
27 |
|
|
45 |
|
|
54 |
|
|
90 |
|
|
|
|
|
|
$ |
9,669 |
|
$ |
4,313 |
|
$ |
19,453 |
|
$ |
6,656 |
The Company expects to recognize the following amortization expense (in thousands):
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Amortization Expense |
2022 (remaining 6 months) |
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$ |
19,331 |
2023 |
|
|
41,451 |
2024 |
|
|
41,513 |
2025 |
|
|
39,029 |
2026 |
|
|
29,285 |
2027 and after |
|
|
67,460 |
Total intangible amortization |
|
$ |
238,069 |
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