ACQUISITIONS (Tables)
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9 Months Ended |
Sep. 30, 2021 |
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| Business Acquisition [Line Items] |
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| Schedule of proforma financial information is based on the historical financial statements |
The following pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisitions of EnvisionTEC, Adaptive 3D, Aerosint, Dental Arts Labs, and A.I.D.R.O. had occurred on January 1, 2020 (in thousands):
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Nine Months Ended September 30, |
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2021 |
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2020 |
Net revenues |
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$ |
84,030 |
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$ |
66,485 |
Net income (loss) |
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$ |
(174,362) |
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$ |
(74,476) |
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| Schedule of reconciliation of business combination to Statement of Cash Flows and Statement of Changes in Equity |
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Recapitalization |
Cash – Trine's trust and cash (net of redemptions) |
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$ |
305,084,695 |
Cash – PIPE financing |
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|
274,975,000 |
Less: transaction costs and advisory fees paid |
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(45,463,074) |
Net proceeds from reverse recapitalization |
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|
534,596,621 |
Plus: non-cash net liabilities assumed1 |
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(152,394,714) |
Less: accrued transaction costs and advisory fees |
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(1,900,793) |
Net contributions from reverse recapitalization |
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$ |
380,301,114 |
(1)Includes $149.7 million of non-cash warrant liability assumed.
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| Schedule of number of shares issued on consummation of business combination |
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Number of Shares |
Common stock, outstanding prior to Business Combination |
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30,015,000 |
Less: redemption of Trine shares |
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(26,049) |
Common stock of Trine |
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29,988,951 |
Trine Founder Shares |
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5,552,812 |
Trine Director Shares |
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|
100,000 |
Shares issued in PIPE financing |
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|
27,497,500 |
Business Combination and PIPE financing shares |
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|
63,139,263 |
Legacy Desktop Metal shares (1) |
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161,487,334 |
Total shares of common stock immediately after Business Combination |
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224,626,597 |
(1) The number of Legacy Desktop Metal shares was determined from the shares of Legacy Desktop Metal shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.22122. All fractional shares were rounded down.
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| Acquisition of EnvisionTEC |
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| Business Acquisition [Line Items] |
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| Schedule of acquisition date fair value of the consideration transferred |
The acquisition date fair value of the consideration transferred is as follows (in thousands):
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Total Acquisition Date Fair Value |
Cash consideration |
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$ |
143,788 |
Equity consideration |
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|
159,847 |
Total consideration transferred |
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$ |
303,635 |
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| Schedule of estimated fair values of assets acquired and liabilities assumed |
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):
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At February 16, 2021 |
Assets acquired: |
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Cash and cash equivalents |
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$ |
859 |
Restricted cash |
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|
5,004 |
Accounts receivable |
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|
2,982 |
Inventory |
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|
8,852 |
Prepaid expenses and other current assets |
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|
1,081 |
Restricted cash - noncurrent |
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|
285 |
Property and equipment |
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|
1,440 |
Intangible assets |
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|
137,300 |
Other noncurrent assets |
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|
1,801 |
Total assets acquired |
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$ |
159,604 |
Liabilities assumed: |
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|
|
Accounts payable |
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$ |
1,443 |
Customer deposits |
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|
2,461 |
Current portion of lease liability |
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|
605 |
Accrued expenses and other current liabilities |
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|
13,711 |
Liability for income taxes |
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|
480 |
Deferred revenue |
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|
300 |
Current portion of long-term debt |
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|
898 |
Long-term debt |
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|
285 |
Deferred tax liability |
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|
32,966 |
Lease liability, net of current portion |
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|
1,189 |
Total liabilities assumed |
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$ |
54,338 |
Net assets acquired |
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$ |
105,266 |
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Goodwill |
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$ |
198,369 |
Total net assets acquired |
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$ |
303,635 |
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| Schedule of estimated useful life of identifiable intangible assets acquired |
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Gross Value |
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Estimated Life |
Acquired technology |
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$ |
77,800 |
|
7 – 12 years |
Trade name |
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|
8,600 |
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13 years |
Customer relationships |
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|
50,900 |
|
10 years |
Total intangible assets |
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$ |
137,300 |
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| Adaptive 3D Technologies Inc |
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| Business Acquisition [Line Items] |
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| Schedule of acquisition date fair value of the consideration transferred |
The acquisition date fair value of the consideration transferred is as follows (in thousands):
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|
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Total Acquisition Date Fair Value |
Cash consideration |
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$ |
24,083 |
Equity consideration |
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|
37,693 |
Total consideration transferred |
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$ |
61,776 |
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| Schedule of estimated fair values of assets acquired and liabilities assumed |
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):
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At May 7, 2021 |
Assets acquired: |
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Cash and cash equivalents |
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$ |
2,852 |
Restricted cash |
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|
4,046 |
Accounts receivable |
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|
504 |
Inventory |
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|
305 |
Prepaid expenses and other current assets |
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|
462 |
Property and equipment |
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|
558 |
Intangible assets |
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|
27,300 |
Other noncurrent assets |
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|
654 |
Total assets acquired |
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$ |
36,681 |
Liabilities assumed: |
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Accounts payable |
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$ |
280 |
Customer deposits |
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|
Current portion of lease liability |
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|
151 |
Accrued expenses and other current liabilities |
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4,146 |
PPP loan payable |
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|
311 |
Deferred revenue |
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|
12 |
Lease liability, net of current portion |
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|
502 |
Deferred tax liability |
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|
4,768 |
Total liabilities assumed |
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$ |
10,170 |
Net assets acquired |
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$ |
26,511 |
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|
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Goodwill |
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$ |
35,265 |
Total net assets acquired |
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$ |
61,776 |
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| Schedule of estimated useful life of identifiable intangible assets acquired |
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Gross Value |
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Estimated Life |
Acquired technology |
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$ |
27,000 |
|
14 years |
Trade name |
|
|
300 |
|
5 years |
Total intangible assets |
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$ |
27,300 |
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| Aerosint |
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| Business Acquisition [Line Items] |
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| Schedule of acquisition date fair value of the consideration transferred |
The acquisition date fair value of the consideration transferred is as follows (in thousands):
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Total Acquisition Date Fair Value |
Cash consideration |
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$ |
6,220 |
Equity consideration |
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|
11,448 |
Contingent consideration |
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|
6,083 |
Total consideration transferred |
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$ |
23,751 |
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| Schedule of estimated fair values of assets acquired and liabilities assumed |
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):
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At June 24, 2021 |
Assets acquired: |
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Cash and cash equivalents |
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$ |
419 |
Accounts receivable |
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|
34 |
Inventory |
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|
166 |
Prepaid expenses and other current assets |
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|
697 |
Property and equipment |
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|
369 |
Intangible assets |
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|
11,726 |
Other noncurrent assets |
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|
336 |
Total assets acquired |
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$ |
13,747 |
Liabilities assumed: |
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Accounts payable |
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$ |
58 |
Customer deposits |
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|
283 |
Current portion of lease liability |
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|
100 |
Accrued expenses and other current liabilities |
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|
169 |
Deferred revenue |
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|
810 |
Lease liability, net of current portion |
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|
226 |
Deferred tax liability |
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|
2,931 |
Total liabilities assumed |
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$ |
4,577 |
Net assets acquired |
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$ |
9,170 |
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|
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Goodwill |
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$ |
14,581 |
Total net assets acquired |
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$ |
23,751 |
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| Schedule of estimated useful life of identifiable intangible assets acquired |
The estimated useful lives of the identifiable intangible assets acquired is as follows:
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Gross Value |
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Estimated Life |
Acquired technology |
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$ |
11,547 |
|
11.5 years |
Trade name |
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|
179 |
|
4.5 years |
Total intangible assets |
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$ |
11,726 |
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| Dental Arts Labs |
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| Business Acquisition [Line Items] |
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| Schedule of acquisition date fair value of the consideration transferred |
The acquisition date fair value of the consideration transferred is as follows (in thousands):
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|
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|
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Total Acquisition Date Fair Value |
Cash consideration |
|
$ |
26,292 |
Total consideration transferred |
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$ |
26,292 |
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| Schedule of estimated fair values of assets acquired and liabilities assumed |
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):
|
|
|
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At July 30, 2021 |
Assets acquired: |
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Cash and cash equivalents |
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$ |
858 |
Accounts receivable |
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|
3,707 |
Inventory |
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|
2,438 |
Prepaid expenses and other current assets |
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|
3,853 |
Property and equipment |
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|
8,643 |
Intangible assets |
|
|
5,000 |
Other noncurrent assets |
|
|
4,636 |
Total assets acquired |
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$ |
29,135 |
Liabilities assumed: |
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|
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Accounts payable |
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$ |
1,949 |
Current portion of lease liability |
|
|
535 |
Accrued expenses and other current liabilities |
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|
1,795 |
Current portion of long‑term debt |
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|
3,888 |
Long‑term debt |
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|
3 |
Lease liability, net of current portion |
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|
3,762 |
Total liabilities assumed |
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$ |
11,932 |
Net assets acquired |
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$ |
17,203 |
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|
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Goodwill |
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$ |
9,089 |
Total net assets acquired |
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$ |
26,292 |
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| Schedule of estimated useful life of identifiable intangible assets acquired |
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Gross Value |
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Estimated Life |
Trade name |
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$ |
1,300 |
|
9.5 years |
Customer relationships |
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|
3,700 |
|
10.5 years |
Total intangible assets |
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$ |
5,000 |
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| AIDRO |
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| Business Acquisition [Line Items] |
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| Schedule of acquisition date fair value of the consideration transferred |
The acquisition date fair value of the consideration transferred is as follows (in thousands):
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|
|
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|
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Total Acquisition Date Fair Value |
Cash consideration |
|
$ |
5,649 |
Total consideration transferred |
|
$ |
5,649 |
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| Schedule of estimated fair values of assets acquired and liabilities assumed |
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):
|
|
|
|
|
|
At September 7, 2021 |
Assets acquired: |
|
|
|
Cash and cash equivalents |
|
$ |
855 |
Accounts receivable |
|
|
966 |
Inventory |
|
|
906 |
Prepaid expenses and other current assets |
|
|
412 |
Property and equipment |
|
|
691 |
Intangible assets |
|
|
1,080 |
Other noncurrent assets |
|
|
1,100 |
Total assets acquired |
|
$ |
6,010 |
Liabilities assumed: |
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|
|
Accounts payable |
|
$ |
1,307 |
Current portion of lease liability |
|
|
72 |
Accrued expenses and other current liabilities |
|
|
508 |
Current portion of long-term debt, net of deferred financing costs |
|
|
138 |
Long‑term debt |
|
|
764 |
Lease liability, net of current portion |
|
|
750 |
Deferred tax liability |
|
|
75 |
Other noncurrent liabilities |
|
|
228 |
Total liabilities assumed |
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$ |
3,842 |
Net assets acquired |
|
$ |
2,168 |
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|
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Goodwill |
|
$ |
3,481 |
Total net assets acquired |
|
$ |
5,649 |
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| Schedule of estimated useful life of identifiable intangible assets acquired |
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|
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Gross Value |
|
Estimated Life |
Trade name |
|
|
142 |
|
4 years |
Customer Relationships |
|
|
938 |
|
15 years |
Total intangible assets |
|
$ |
1,080 |
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