Vuzix Corp Goodwill & Intangibles Disclosure

Note 8 — Goodwill and Acquired Intangible Assets, Net

On October 20, 2022, the Company acquired Moviynt, a US-based SAP Certified ERP platform software solution provider, that supports handheld mobile phones and scanners used in logistics, warehousing and manufacturing applications. Moviynt, a boutique specialized software firm which was founded in 2018 by three principals, has developed a logistics mobility software platform (Mobilium®) which eliminates traditional middleware, and is device agnostic. With the acquisition, Moviynt became a wholly-owned subsidiary of Vuzix.

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The Moviynt acquisition was completed pursuant to an agreement and plan of merger by and among the Company and Moviynt, Inc. (the Sellers), a Delaware corporation. Total purchase price consideration paid to the Sellers was $2,469,574, which included $2,300,000 in base merger consideration and $169,574 in net working capital adjustments, in exchange for all shares outstanding. The acquisition agreements contained customary terms and conditions including representations, warranties and indemnification provisions. A portion of the consideration paid to the Sellers was held in escrow for indemnification purposes, which was subsequently released to the Sellers upon the Company completing a 90-day post close review.

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The Moviynt acquisition was accounted for in accordance with the accounting treatment of a business combination pursuant to FASB ASC Topic 805, Business Combinations (“ASC 805”).  Accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values on the acquisition date.  The excess of the purchase price over the estimated fair value of the separately identifiable assets acquired and liabilities assumed was allocated to goodwill. Management was responsible for determining the acquisition date fair value of the assets acquired and liabilities assumed, which requires the use of various assumptions and judgments that are inherently subjective.  The purchase price allocation presented below reflects all known information about the fair value of the assets acquired and liabilities assumed as of the acquisition date. 

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The following table represents the preliminary assets acquired and liabilities assumed on October 20, 2022:

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The goodwill included in the Company’s purchase price allocation presented above represented the value of Moviynt’s assembled and trained workforce and the incremental value of Moviynt’s technology and deployment efforts that were in place at the date of acquisition. No amount of goodwill is considered deductible for tax purposes.

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Intangible assets were valued using various income methods based upon management’s approved projections of future cash flows. The following table summarizes the estimated fair value and annual amortization for each of the identifiable intangible assets acquired:

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During the year ended December 31, 2022, the Company incurred acquisition-related costs and other non-recurring expenses of $74,723 directly attributable to the acquisition, including one-time accounting, legal and due diligence services, which amounts were expensed as incurred.

In 2023, Moviynt generated $120,158 of subscription-based revenue and $19,238 of engineering revenue which was applied against $6,347 related to Cost of Sales, generating a gross margin of $133,049. In 2022, Moviynt generated $76,952 of engineering revenue which was applied against $24,819 related to Cost of Sales, generating a gross margin of $52,133.

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The following table represents goodwill and acquired intangible assets activity. Due to slower than originally expected revenue growth by Moviynt, the Company took an impairment charge of $2,136,993 for the unamortized intangible assets and goodwill of Moviynt.

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