v3.25.2
Business Combination (Tables)
 6 Months Ended
Jun. 30, 2025
Business Combination [Abstract]  
Schedule of Fair Value of the Consideration Transferred to Acroname Shareholders

The following table summarizes the fair value of the consideration transferred to Acroname shareholders:

 

   U.S. dollars in
thousands		 
Cash payment   9,160 
Fair value of earnout liability (*)   2,036 
Total consideration   11,196 

 

(*)The Company recorded earn out liability in connection with its business combination at fair value on the acquisition date.
Schedule of Assets Acquired and Liabilities

The following table summarizes the final purchase price allocation to the fair value of the assets acquired and liabilities assumed:

 

   Allocation 
   of Purchase 
   Price 
   U.S. dollars in
thousands		 
     
Cash and cash equivalents   1,360 
Accounts Receivables   294 
Inventory (1)   2,635 
Other current assets   123 
Property and equipment   25 
Operating lease right-of-use assets   650 
      
Core Technology (2)   4,653 
Customer relationships (3)   597 
Goodwill (4)   1,847 
Total assets acquired   12,184 
Operating leases liabilities   (650)
Other liabilities   (338)
Total liabilities assumed   (988)
      
Net assets acquired   11,196 

 

(1)The estimated fair value of the finished goods inventory was deriving from its cost value, as of the valuation date, with the addition of the gross profit of Acroname, and after deducting the direct selling expenses with relation to the inventory, and the marketing profit.

 

(2)The acquired company is deemed to have an underlying technology of a value, through its continued use or re-use in many products or many generations of a singular product (a product family). The fair value of Core Technology was estimated by applying the income approach, specifically the Multi Period Excess Earnings method. Core Technology is amortized over a period of 5.6 years. The discount rate for Acroname’s technology was estimated at 25.3% reflecting the WACC.

 

(3)The fair value of the Customer relationships was estimated by applying the income approach, specifically the distributor method. The Customer relationships are amortized over a period of 5.6 years. The discount rate for Acroname’s Customer relationships was estimated at 25.3% reflecting the WACC.

 

(4)Goodwill is primarily related to the workforce, expected synergies such as potential cost savings in operations as a result of the business combination as well as potential future development of the mutual development projects. The goodwill is deductible for tax purposes. All of the $1,847 thousand of goodwill was assigned to Cross Industry business (“CIB”) segment.