Business Combinations (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
|---|
| Business Combination and Asset Acquisition [Abstract] |
|
| Schedule of Considerations for the Acquisition |
ollowing table summarizes the considerations for the acquisition.
|
|
|
|
|
|
|
|
|
|
|
|
| Cash paid, net of acquisition-related seller expense |
|
|
$ |
15,448 |
|
Issuance of Enovix common stock (5,923,521 shares) |
|
|
52,779 |
|
| Total purchase consideration |
|
|
68,227 |
|
| Less: net assets acquired |
|
|
|
| Net assets acquired, excluding liability assumed for acquisition-related seller expense |
56,367 |
|
|
|
| Liability assumed for acquisition-related seller expense |
(357) |
|
|
|
| Net assets acquired |
|
|
56,010 |
|
| Goodwill |
|
|
$ |
12,217 |
|
|
| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The following table summarizes the final purchase price allocation based on the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands).
|
|
|
|
|
|
| Cash, cash equivalents and restricted cash acquired |
$ |
5,481 |
|
Accounts and notes receivable, net (1)
|
1,796 |
|
| Inventory |
12,613 |
|
| Prepaid expenses and other current assets |
1,715 |
|
| Property and equipment, net |
28,579 |
|
| Intangible assets |
41,948 |
|
| Goodwill |
12,217 |
|
|
|
|
|
|
|
| Other non-current assets |
365 |
|
| Debt assumed |
(7,426) |
|
| Deferred revenue |
(10,568) |
|
| Liabilities assumed |
(3,182) |
|
| Deferred income tax liabilities |
(12,294) |
|
| Fair value of net assets acquired |
71,244 |
|
Less: non-controlling interest (2)
|
(3,017) |
|
| Total purchase consideration |
68,227 |
|
| Less: Cash, cash equivalents, restricted cash acquired |
(5,481) |
|
| Total purchase price, net of cash acquired |
$ |
62,746 |
|
|
|
|
|
|
|
(1) |
The gross amount of the acquired accounts and notes receivable was $1.9 million, of which an immaterial amount is expected to be uncollectible. |
(2) |
The fair value of non-controlling interest is measured based on the fair values of net assets acquired at the acquisition date and the price for the equity shares and the portion of ownership not held by the acquirer.
|
|
| Schedule of Goodwill |
The following table summarizes the change in goodwill (in thousands) during the first quarter of 2024.
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
|
| Balances as of December 31, 2023 |
$ |
12,098 |
|
Routejade Acquisition - measurement period adjustments(1)
|
119 |
|
| Balances as of March 31, 2024 |
$ |
12,217 |
|
(1) Our purchase price allocation was finalized in the first quarter of 2024, which included a net adjustment of $0.1 million to goodwill and immaterial adjustments to other assets.
|
| Schedule of Intangible Assets Subject To Amortization, Net |
The following table summarizes the intangible assets subject to amortization, net (in thousands) as of March 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
Accumulated amortization |
|
Net Carrying Amount |
|
Weighted-average Useful Lives |
| Customer relationships |
$ |
29,933 |
|
|
$ |
(1,245) |
|
|
$ |
28,688 |
|
|
10 years |
| Developed technology |
11,680 |
|
|
(694) |
|
|
10,986 |
|
|
7 years |
| Trade Names and Trademarks |
335 |
|
|
(46) |
|
|
289 |
|
|
3 years |
| Total intangible assets |
$ |
41,948 |
|
|
$ |
(1,985) |
|
|
$ |
39,963 |
|
|
|
|
| Schedule of Expected Amortization For The Intangible Assets |
The following is a schedule of expected amortization for the intangible assets as of March 31, 2024 (in thousands).
|
|
|
|
|
|
|
As of March 31, 2024 |
| 2024 (remaining 9 months) |
$ |
3,568 |
|
| 2025 |
4,757 |
|
| 2026 |
4,829 |
|
| 2027 |
4,645 |
|
| 2028 |
4,645 |
|
| Thereafter |
17,519 |
|
| Total estimated amortization expense |
$ |
39,963 |
|
|