Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.22.2.2
Acquisitions
9 Months Ended
Sep. 30, 2022
Asset Acquisition [Abstract]  
Acquisitions

Note 4. Acquisitions

Teton Simulation Software (“Teton”)

On April 4, 2022, the Company acquired Teton Simulation Software (“Teton”) through a statutory merger in exchange for total consideration of $6.6 million, payable in a combination of cash and equity shares. Teton is a software company whose SmartSlice™ technology automates validation and optimizes part performance for additive manufacturing application. The Company will integrate

Teton's technology with its printing software solution, Eiger™, as a subscription add-on that will offer manufacturing customers a streamlined workflow spanning part design, testing, optimization, validation and printing at the point of need, all on a single, cloud-based platform.

A portion of the acquisition consideration is contingent on achievement by Teton of certain business and development milestones, with a fair value of $1.6 million as of the date of acquisition. The Company will pay up to $1.5 million of business related contingent consideration based on stated sales metrics, which had a fair value of $0.6 million as of the date of acquisition. The fair value of this milestone remained unchanged as of September 30, 2022. The development earnout related to product technical milestones, which had a fair value of $1.0 million as of the date of acquisition. This milestone was met and $0.73 million of cash and 312,489 shares were disbursed in the third quarter of 2022. Of the development milestone payments due, $0.02 thousand remained accrued as of quarter end and was subsequently paid in the fourth quarter of 2022. Of the acquisition date cash and equity consideration indicated below, $0.25 million of the cash consideration and $0.25 million of the equity consideration has been “held-back.” This amount will be released 12 months following the Closing Date, unless there is a claim for indemnification. The holdback cash and shares are held on Markforged's balance sheet within accrued expenses and equity, respectively.

The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values of intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for developed technologies. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, discount rates, technology obsolescence curves, and EBITDA margins. The excess of the purchase price over the fair values of tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The Company’s estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date) as a result of additional information obtained with regards to facts and circumstances that existed as of the acquisition date. Goodwill will not be deductible for tax purposes.

The acquisition date fair value of the consideration transferred is as follows (in thousands):

 

Fair value of consideration transferred:

 

 

Cash consideration

$

2,635

 

Equity consideration

 

2,354

 

Development milestone earnout fair value

 

1,020

 

Business milestone earnout fair value

 

582

 

Total consideration transferred

$

6,591

 

 

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

 

Fair value of assets acquired:

At April 4, 2022

 

Cash and cash equivalents

$

383

 

Accounts receivable

 

5

 

Other assets

 

17

 

Intangible assets

 

2,220

 

Goodwill

 

4,475

 

Assets acquired:

$

7,100

 

Fair value of liabilities assumed:

 

 

Customer payable - cancelled contracts

$

38

 

Accrued Expense for pre-acquisition expenses

 

231

 

Accrued Expense for grant repayment

 

240

 

Liabilities acquired:

$

509

 

 

The estimated useful life of the identifiable intangible asset acquired, developed technology, is 7 years.

Supplemental pro forma information and actual revenue and earnings since the acquisition date have not been provided as the acquisition did not have a material impact on the Company's Condensed Consolidated Statements of Operations.

Digital Metal AB (“Digital Metal”)

On August 31, 2022 (the “Closing Date”), pursuant to a Sale and Purchase Agreement (the “Purchase Agreement”) by and between Markforged and Höganäs Aktiebolag, a limited liability company incorporated under the laws of Sweden (the “Seller”), the Company completed its previously announced acquisition (the “Acquisition”) of all of the outstanding share capital of Digital Metal AB, a limited liability company incorporated under the laws of Sweden (“Digital Metal”). At the closing, the Company issued

4,100,000 shares of common stock of the Company, and paid approximately $33.5 million in cash. The cash payment was comprised of $32.0 million related to the purchase price and $1.5 million to settle certain intercompany balances between the Seller and Digital Metal. The acquisition of Digital Metal, the creator of a precise and reliable binder jetting solution, extends Markforged's capabilities into high-throughput production of metal additive parts.

Digital Metal generated revenues of $0.1 million and net loss of $0.4 million during the period between the date of acquisition, August 31, 2022, and the end of the quarter, September 30, 2022. These amounts are reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022.

The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the Company’s preliminary estimates of their fair values on the acquisition date. The fair values of intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for acquired technologies, relief-from-royalty method for trade names, and the distributor method for customer relationships. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves, and EBITDA margins. The excess of the purchase price over the fair values of tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill for the acquisition. The Company’s estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date) as a result of additional information obtained with regards to facts and circumstances that existed as of the acquisition date. Goodwill will not be deductible for tax purposes.

The acquisition date fair value of the consideration transferred is as follows (in thousands):

 

Fair value of consideration transferred:

 

 

Cash consideration

$

33,500

 

Equity consideration

 

9,840

 

Total consideration transferred

$

43,340

 

 

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands):

 

Fair value of assets acquired:

At August 31, 2022

 

Cash and cash equivalents

$

579

 

Accounts receivable, net

 

535

 

Inventory

 

2,470

 

Prepaid and other assets

 

265

 

Fixed assets

 

2,755

 

Right-of-use asset

 

205

 

Intangible assets

 

13,710

 

Goodwill

 

27,813

 

Assets acquired:

$

48,332

 

Fair value of liabilities assumed:

 

 

Accounts payable and accrued expenses

$

873

 

Lease liability – short term

 

67

 

Deferred revenue

 

392

 

Deferred tax liability

 

3,528

 

Lease liability – long term

 

132

 

Liabilities acquired:

$

4,992

 

 

The estimated useful lives of the identifiable intangible assets acquired is as follows:

 

 

Gross Value

 

Estimated Useful Life

Acquired technology

$

13,130

 

20 years

Customer relationships

 

500

 

9 years

Trade names

 

80

 

1 year

 

Pro Forma Information (Unaudited)

The following unaudited pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the acquisition of Digital Metal had occurred on January 1, 2021:

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

(Unaudited)

 

(Unaudited)

 

 

2022

 

2021

 

2022

 

2021

 

Net revenues

$

25,590

 

$

24,900

 

$

73,205

 

$

67,946

 

Net profit (loss)

 

(25,695

)

 

21,698

 

 

(17,381

)

 

593

 

Although actual results could differ from the pro forma results, the Company believes the pro forma results provide a reasonable basis for presenting the significant effects of the transactions. However, the pro forma results are not necessarily indicative of the results that would have occurred if the transaction had occurred at the beginning of fiscal year 2021, including potential synergies, and therefore does not represent what the actual net revenues and net loss would have been had the companies been combined as of this date.