IMPINJ INC Goodwill & Intangibles Disclosure
Note 6. Goodwill and Intangible Assets
On April 3, 2023, we acquired all of the outstanding equity of Voyantic Oy for an aggregate purchase price of $32.7 million. Our acquisition of Voyantic Oy adds tag design, manufacturing, test, encoding and commissioning, or collectively tag production systems, to our systems offerings, to advance the quality, reliability and readability of partner inlays. The consideration comprised (i) $3.6 million in shares of our common stock valued using the market price on the date of the acquisition, (ii) $4.6 million in deferred payments contingent upon revenue and gross margin performance over a one-year period from the acquisition date, and (iii) the remainder in cash paid at closing.
We recorded the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. We recorded the excess of the purchase price over the assets acquired and liabilities assumed as goodwill. The fair value of net assets acquired, goodwill, intangible assets and deferred tax liability were $2.4 million, $15.6 million, $18.4 million and $3.7 million, respectively. The goodwill amount represents synergies we expect to realize from the business combination and assembled workforce. We allocated the goodwill to our one reporting unit and reportable segment. The acquired goodwill and intangible assets were not deductible for tax purposes.
The transaction-related costs for the acquisition were $1.0 million for the year ended December 31, 2024. Transaction expenses and contingent consideration expense are included in general and administrative expense in the consolidated statements of operations.
This acquisition did not have a material impact on our reported revenue or net loss amounts for any period presented; therefore, we have not presented historical and pro forma disclosures.
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in business combinations accounted for under the purchase method of accounting. The following table presents goodwill as of December 31, 2025 and 2024 (in thousands):
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Balance at beginning of period |
|
$ |
18,723 |
|
|
$ |
19,696 |
|
Foreign currency translation adjustment |
|
|
1,998 |
|
|
|
(973 |
) |
Total |
|
$ |
20,721 |
|
|
$ |
18,723 |
|
As of December 31, 2025, intangible assets comprised the following (in thousands):
|
|
Estimated Useful Life in Years |
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net |
|
|||
Definite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|||
Developed Technology |
|
7.25 |
|
$ |
13,868 |
|
|
$ |
(5,261 |
) |
|
$ |
8,607 |
|
Patent |
|
3 |
|
|
250 |
|
|
|
(205 |
) |
|
|
45 |
|
Tradename |
|
8 |
|
|
1,293 |
|
|
|
(444 |
) |
|
|
849 |
|
Total definite-lived intangible assets (1) |
|
|
|
$ |
15,411 |
|
|
$ |
(5,910 |
) |
|
$ |
9,501 |
|
(1) Foreign intangible asset carrying amounts are affected by foreign currency translation |
|
|||||||||||||
We amortize identifiable intangible assets with finite lives over their useful lives on a straight-line basis. The weighted-average life of our intangible assets is approximately seven years. Amortization expense of intangible assets was $2.1 million and $2.9 million for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2025, the estimated intangible asset amortization expense for the next five years and thereafter is as follows:
|
|
Estimated Amortization |
|
|
|
|
(in thousands) |
|
|
2026 |
|
$ |
2,120 |
|
2027 |
|
|
2,074 |
|
2028 |
|
|
2,074 |
|
2029 |
|
|
2,074 |
|
2030 |
|
|
1,118 |
|
Thereafter |
|
|
41 |
|
Total |
|
$ |
9,501 |
|
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 9, 2026 | Showing above |
| 2024 | Feb 10, 2025 | |
| 2023 | Feb 12, 2024 | |
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.