Annual report [Section 13 and 15(d), not S-K Item 405]

Note 8 - Goodwill and Intangible Assets

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Note 8 - Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

8. Goodwill and Intangible Assets

 

On December 5, 2022, the Company acquired the Human Motion Control ("HMC") business unit from Parker Hannifin Corporation ("Parker") (together, the "HMC Acquisition"). The assets acquired from the business unit included intellectual property rights associated with the Ekso Indego Personal, Ekso Indego Therapy, Nomad, and future potential products in the orthotics and prosthetics space.

 

Goodwill

 

The Company accounted for the acquisition as a business combination in accordance with ASC 805, Business Combinations, by applying the acquisition method, and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the purchase price over the net assets acquired of $431 was recorded as goodwill. The goodwill recognized is attributed primarily to expected synergies of HMC with the Company.

 

The Company determined no impairment existed for goodwill for the years ended December 31, 2025 and 2024.

 

Intangible Assets

 

The following table summarizes the components of gross intangible assets, accumulated amortization, and net carrying values for definite- and indefinite-lived intangible asset balances as of December 31, 2025 and 2024.

 

   

December 31, 2025

   

December 31, 2024

 
   

Gross Carrying Amount

   

Accumulated Amortization

   

Impairment

   

Net Carrying Amount

   

Gross Carrying Amount

   

Accumulated Amortization

   

Impairment

   

Net Carrying Amount

 

Developed technology

  $ 2,310     $ (887 )         $ 1,423     $ 2,310     $ (598 )   $     $ 1,712  

Trade name

    2,310       N/A       (570 )     1,740       2,310       N/A             2,310  

Intellectual property

    460       (29 )     (180 )     251       460       (6 )           454  

Customer relationships

    140       (54 )           86       140       (36 )           104  

Total intangible assets

  $ 5,220     $ (970 )   $ (750 )   $ 3,500     $ 5,220     $ (640 )   $     $ 4,580  

 

Definite-lived intangible assets are amortized over their estimated lives using the straight-line method, which is estimated as eight years for developed technology, 12 years for intellectual property, and eight years for customer relationships. The acquired trade name was estimated to have an indefinite life, and consequently, no amortization expense was recorded.

 

In the fourth quarter of 2025, the Company completed its annual quantitative impairment analysis for its indefinite-lived trade name and finite-lived intangible assets. The quantitative impairment analysis for the Company's trade name asset consists of a comparison of the fair value of the asset to the carrying value of the asset as of the impairment testing date. The Company estimates the fair value of the trade name asset using the relief-from-royalty method, a form of the income approach, which the Company believes is an appropriate and widely used valuation method of such assets in nature. The trade name asset represents the Company's identity and brand recognition associated with the products acquired in the HMC Acquisition. The valuation method is based on the assumption that, in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of the asset class. Significant estimates in valuing the Company's trade name asset include, but are not limited to, the amount and timing of projected future cash flows based on expected future growth rates and margins, discount rate used to determine the present value of these cash flows, and royalty rate for similar brand licenses. The fair value derived from the relief-from-royalty method is measured as the discounted cash flow savings realized from owning such trade names and not being required to pay a royalty for their use. Based on the impairment test completed, the Company concluded that the carrying value of the trade name asset exceeded its estimated fair value due to downward revisions to the Company's short-term and long-term revenue forecasts, and as a result, recognized a $570 impairment loss for its trade name asset in the period, which reduced the asset balance to $1,740 as of December 31, 2025. The impairment loss is included as a component of operating expenses, under the caption "Sales and marketing," in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

 

Based on the impairment tests completed in the fourth quarter of 2025 for the Company's finite-lived intangible assets, including its developed technology assets, the Company concluded that the estimated fair value of such assets exceeded its carrying value, and as a result, no impairment loss was recognized in the period.

 

The Company had a Knee License Agreement with Vanderbilt University ("Vanderbilt") to maintain exclusive rights to patents on the Company's behalf (the "License Agreement"). On April 16, 2025, the Company executed a Termination Agreement with Vanderbilt of the License Agreement (the "Termination Agreement"). Per the Termination Agreement, the Company is no longer required to pay 3.75% of net sales for its Swing-Assist Microprocessor-Controlled Knee ("SA-MPK") licensed patent products and a minimum annual royalty of $75 due on or before July 31, 2028 and $100 per year thereafter until February 15, 2041. Under the Termination Agreement, should, to the extent Vanderbilt successfully licenses the rights of the SA-MPK technology to a third-party, Vanderbilt will pay the Company 50% of Vanderbilt's share of any net revenues attributable to the rights received from such future license agreement until $100 has been paid to the Company. As a result of the overall uncertainty of the future revenues, the Company performed an impairment assessment of the intangible asset as of March 31, 2025. In estimating the fair value of the asset, the Company utilized the undiscounted cash flow model, dependent on the primary assumption of forecasted revenues from the quoted market price of the Termination Agreement, which led to a $180 impairment loss recognized for the asset in the period, and reduced the asset balance to $0. The impairment loss is included as a component of operating expenses, under the caption "General and administrative," in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

 

The Company determined no impairment existed for its definite- and indefinite-lived intangible assets for the year ended December 31, 2024.

 

The estimated future amortization expenses related to definite-lived intangible assets as of December 31, 2025 were as follows:

 

Fiscal Year

 

Amount

 

2026

  $ 330  

2027

    330  

2028

    330  

2029

    330  

2030

    307  

Thereafter

    133  

Total

  $ 1,760  

 

Amortization expense related to the acquired definite-lived intangible assets was $330 and $312 for the years ended December 31, 2025 and 2024, respectively, and was included as a component of operating expenses and cost of revenue in the consolidated statement of operations and comprehensive loss.