v3.26.1
BUSINESS COMBINATIONS
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS

4. BUSINESS COMBINATIONS

 

Scantinel

 

On January 1, 2026, the Company completed the acquisition of certain assets from Scantinel Photonics GmbH (“Scantinel”) related to Scantinel’s 1550nm FMCW ultra-long-range lidar sensor business. Total purchase consideration related to the transaction, comprised primarily of the purchase price and funding of operations during the period between signing and closing, was $2.2 million, which was paid prior to the closing of the transaction during the three months ended December 31, 2025.

 

Additionally, the Company incurred $0.1 million of acquisition-related costs associated with the acquisition during the three months ended March 31, 2026, which are included in sales, marketing, general and administrative expense on the condensed consolidated statements of operations.

 

The transaction has been accounted for as a business combination. The results of operations for the acquisition are included in the condensed consolidated financial statements from the date of acquisition onwards.

 

The following table summarizes the preliminary purchase price allocation to assets acquired (in thousands):

 

       Weighted Average 
   Amount    Useful Life
(in years)		 
Total purchase consideration  $2,244      
           
Property and equipment, net  $514      
Intangible assets:          
Developed technology   1,877    7 
Total identifiable net assets  $2,391      
Bargain purchase gain(1)   (147)     

 

(1)The bargain purchase gain represents the excess of the fair value of the underlying net assets acquired over the purchase consideration and is included in bargain purchase gain in the condensed consolidated statements of operations. The bargain purchase gain was attributable to the negotiation process with Scantinel during its insolvency proceedings resulting in cash consideration paid being less than the fair value of the net assets.

 

The estimated fair value of acquired technology was calculated through the income approach using the multi-period excess earnings method.

 

The initial allocation of the purchase price was based on preliminary valuations and assumptions and is subject to change within the measurement period, pending final asset valuations related to property and equipment, net and intangible assets. The Company expects to finalize the allocation of the purchase price as soon as practicable and no later than one year from the acquisition date.

 

Revenue and net loss from the acquisition included in the condensed consolidated statements of operations for the three months ended March 31, 2026 is $0.0 million and $1.1 million, respectively.

 

Luminar

 

On January 26, 2026, the Company entered into an agreement with Luminar Technologies, Inc. (“Luminar”), pursuant to which MicroVision agreed to acquire from Luminar certain assets related to Luminar’s worldwide lidar sensor business, including intellectual property and inventory related to its IRIS and HALO 1550nm ToF solid-state long-range sensors. The acquisition was approved by the U.S. Bankruptcy Court on January 27, 2026. On February 3, 2026, the acquisition closed and MicroVision paid Luminar the purchase price of $33.0 million (less the previously paid 10% deposit) plus cure costs of $0.2 million, funded through cash on hand.

 

In addition to total purchase consideration of $33.2 million, the Company incurred $1.7 million of acquisition-related costs associated with the acquisition during the three months ended March 31, 2026, which are included in sales, marketing, general and administrative expense on the condensed consolidated statements of operations.

 

The transaction has been accounted for as a business combination. The results of operations for the acquisition are included in the condensed consolidated financial statements from the date of acquisition onwards.

 

 

The following table summarizes the preliminary purchase price allocation to assets acquired (in thousands):

 

       Weighted Average 
   Amount    Useful Life
(in years)		 
Total purchase consideration  $33,177      
           
Inventory  $3,800      
Property and equipment, net   13,200      
Intangible assets:          
Developed technology   9,400    10 
Customer relationships   3,100    10 
Goodwill   3,677      
Total identifiable net assets  $33,177      

 

The estimated fair value of developed technology was calculated through the income approach using the multi-period excess earnings method. The estimated fair value of customer relationships was calculated through the income approach using the distributor method.

 

The initial allocation of the purchase price was based on preliminary valuations and assumptions and is subject to change within the measurement period, pending final asset valuations related to inventory, property and equipment, net, and intangible assets. The Company expects to finalize the allocation of the purchase price as soon as practicable and no later than one year from the acquisition date.

 

Revenue and net loss from the acquisition included in the condensed consolidated statements of operations for the three months ended March 31, 2026 is $0.7 million and $2.3 million, respectively.

 

Supplemental Unaudited Pro Forma Information

 

The below unaudited pro forma financial information summarizes the combined results of operations for the Company and the Luminar lidar business as if the acquisition had been completed on January 1, 2025. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2025, nor is it necessarily indicative of the results of future operations of the combined businesses. Nonrecurring pro forma adjustments include acquisition-related costs of $1.7 million that are assumed to have been incurred on January 1, 2025.

 

The following table summarizes the unaudited pro forma results (in thousands):

 

         
   Three Months Ended 
  March 31, 
   2026   2025 
Total revenue  $935   $14,346 
Net loss   (26,329)   (106,845)