Annual report pursuant to Section 13 and 15(d)

GOODWILL & INTANGIBLE ASSETS

v3.22.4
GOODWILL & INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2022
GOODWILL & INTANGIBLE ASSETS  
GOODWILL & INTANGIBLE ASSETS

11. GOODWILL & INTANGIBLE ASSETS

The carrying amount of goodwill at December 31, 2022 and 2021 was $113.0 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):

2022

2021

Balance, beginning of year

$

639,301

$

2,252

Goodwill impairment

(498,800)

Foreign currency translation adjustment

(26,940)

(4,568)

Measurement period adjustments(1)

(606)

Additions(2)

641,617

Balance, end of year

$

112,955

$

639,301

(1)Represents final measurement period adjustments related to the May Dental and ExOne acquisitions. Refer to Note 4. Acquisitions for further information.

(2)The additions to goodwill during fiscal year 2021 are related to the acquisitions of EnvisionTEC, Adaptive3D, Aerosint, Dental Arts Labs, A.I.D.R.O., Brewer Dental, May Dental, and ExOne. Refer to Note 4. Acquisitions for further information.

Due to sustained declines in the Company’s stock price and the stock prices of comparable companies, we performed interim quantitative assessments as of June 30, 2022 and December 31, 2022, utilizing a combination of the income and market approaches. The results of the quantitative analysis performed indicated that the carrying value of the reporting unit exceeded the fair value. As such, $498.8 million of goodwill impairment charges was recorded during the year ended December 31, 2022.

The Company estimated the fair value using a weighted average of the income and market approaches. Specifically, the discounted cash flow method was used under the income approach and the guideline public company and guideline merged and acquired company methods were used under the market approach. The significant assumptions used under the income approach include management’s forecasts of future revenues and EBITDA margins used to calculate projected future cash flows, discount rates, and the terminal growth rate. 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 significant assumptions used under the market approach include the control premium and selection of comparable companies and comparable transactions. Comparable companies and transactions are chosen based on factors including industry classification, geographic region, product offerings, earnings growth and profitability.

The Company determined that the estimated fair value of the reporting unit was less than its carrying amount. During the year ended December 31, 2022, the Company recorded goodwill impairment charges of $498.8 million, in the condensed consolidated statements of operations. The Company did not record any goodwill impairment charges during the years ended December 31, 2021 and 2020.

The following table sets forth the major categories of intangible assets and the weighted-average remaining useful lives for those assets that are not already fully amortized (in thousands):

December 31, 2022

 

December 31, 2021

Weighted Average

Gross

Net

    

Gross

Net

Remaining Useful

Carrying

Accumulated

Carrying

Carrying

Accumulated

Carrying

Lives (in years)

Amount

Amortization

Amount

 

Amount

Amortization

Amount

Acquired technology

8.4

$

196,367

$

36,919

$

159,448

 

$

198,631

$

11,421

$

187,210

Trade name

10.3

12,459

2,374

10,085

12,475

684

11,791

Customer relationships

9.8

67,915

17,663

50,252

69,127

6,296

62,831

Capitalized software

0.5

518

473

45

518

366

152

Total intangible assets

$

277,259

$

57,429

$

219,830

$

280,751

$

18,767

$

261,984

The Company recognized amortization expense for years ended December 31, 2022, 2021 and 2020, respectively, as follows (in thousands):

Statement of

Year Ended December 31, 

Category

Operations Line Item

2022

2021

2020

Acquired technology

Cost of Sales

$

23,707

$

8,569

$

114

Acquired technology

Research and Development

1,748

1,761

646

Trade name

General and Administrative

1,688

685

Customer relationships

Sales and Marketing

11,412

6,339

Capitalized software

Research and Development

107

161

128

$

38,662

$

17,515

$

888

The Company expects to recognize the following amortization expense (in thousands):

Amortization Expense

2023

$

41,659

2024

41,722

2025

39,229

2026

29,215

2027

21,005

2028 and after

47,000

Total intangible amortization

$

219,830