Nano Dimension Ltd. Goodwill & Intangibles Disclosure
Note 7 – Goodwill and Intangible Assets
Goodwill
The following table provides the carrying amount of the Company's goodwill:
|
|
Activity |
|
|
Balance as of December 31, 2024 |
|
$ |
— |
|
Addition related to the acquisition of Desktop Metal |
|
|
139,400 |
|
|
|
(139,400 |
) |
|
Addition related to the acquisition of Markforged |
|
|
40,388 |
|
Balance as of December 31, 2025 |
|
$ |
40,388 |
|
Desktop Metal was acquired by the Company on April 2, 2025 and goodwill of $139.4 million was recorded. The Company determined that the Desktop Metal asset group qualified as 'assets held for disposal other than sale' on the acquisition date and fully impaired the asset group, including the goodwill carrying value of $139.4 million, to 'net loss from discontinued operations' on the consolidated statements of operations and comprehensive loss (see Note 8).
On April 25, 2025, the Company acquired Markforged and recorded goodwill of $40.4 million (see Note 8).
The Company tests the recorded amount of goodwill for impairment on an annual basis on October 1 or more frequently if there are indicators that the book value of each reporting unit exceeds its fair value. The Company has a single reporting segment. As of December 31, 2025, it was determined that the remaining goodwill balance, which is solely attributable to Markforged was not impaired.
Intangible assets, net
The following table displays intangible assets, net by major class:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Technology |
|
$ |
13,636 |
|
|
$ |
(1,519 |
) |
|
$ |
12,117 |
|
|
$ |
2,235 |
|
|
$ |
(80 |
) |
|
$ |
2,155 |
|
Mutual licensing under |
|
|
5,320 |
|
|
|
(156 |
) |
|
|
5,164 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Trademark |
|
|
1,811 |
|
|
|
(1,207 |
) |
|
|
604 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Customer relationships |
|
|
1,660 |
|
|
|
(111 |
) |
|
|
1,549 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Intangible assets |
|
$ |
22,427 |
|
|
$ |
(2,993 |
) |
|
$ |
19,434 |
|
|
$ |
2,235 |
|
|
$ |
(80 |
) |
|
$ |
2,155 |
|
The increase in intangible assets, net during 2025 is related to the acquisition of Markforged. See Note 8. Partially offsetting the increase was a $1.8 million impairment to legacy technology no longer being pursued, which is recorded in Impairment losses on the consolidated statements of operations and comprehensive loss.
The Company recognized amortization expense of intangible assets as follows, including $0.3 million of amortization related to legacy technology prior to impairment on December 31, 2025:
|
|
December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cost of revenue |
|
$ |
1,837 |
|
|
$ |
80 |
|
|
$ |
— |
|
Operating expenses |
|
|
1,318 |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
3,155 |
|
|
$ |
80 |
|
|
$ |
— |
|
Expected resulting revenue is the basis for the economic pattern used to determine the amortization schedule of technology and customer relationships. Trademark intangible amortization is based on the term in which the Company anticipates using the asset. Amortization related to technology and mutual licensing under a settlement agreement are recorded to cost of revenue on the consolidated statement of operations and comprehensive loss. Amortization related to trademarks and customer relationships are recorded in sales and marketing expense on the consolidated statements of operations and comprehensive loss.
As of December 31, 2025, estimated amortization expense for intangible assets for each of the next five fiscal years and thereafter is expected to be as follows:
Fiscal Year |
|
December 31, 2025 |
|
|
2026 |
|
$ |
3,276 |
|
2027 |
|
|
2,673 |
|
2028 |
|
|
2,673 |
|
2029 |
|
|
2,673 |
|
2030 |
|
|
2,673 |
|
Thereafter |
|
|
5,466 |
|
Total intangible assets, net |
|
$ |
19,434 |
|
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.