Table of Contents ENPHASE ENERGY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2023, the Company determined that a triggering event had occurred as a result of changes to the Company’s long-term projections and as a result $5.7 million of property and equipment, net asset will be retired. Accordingly, the Company recorded an impairment charge for the property and equipment, net asset of $5.7 million within “Restructuring and asset impairment charges” on the consolidated statement of operations for the year ended December 31, 2023. 6. BUSINESS COMBINATIONS Acquisition of GreenCom Networks AG (“GreenCom”) On October 10, 2022, the Company completed the acquisition of GreenCom, a privately-held company, for paid cash consideration of approximately $34.9 million. GreenCom provided Internet of Things (IoT) software solutions for customers to connect and manage a wide range of distributed energy devices within the home. This acquisition added headcount to the Company’s engineering team in Europe to introduce the IQ Energy Router family of devices in Germany and Austria beginning in June 2023, which are designed to allow the integration of select third-party EV chargers and heat pumps into the Company’s solar and battery systems. The acquisition has been accounted for as a business combination under the acquisition method, and accordingly, the approximately $34.9 million purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date, which are subject to change within the measurement period as the fair value assessments are finalized (in thousands): Net tangible liabilities acquired $ (118) Intangible assets 13,900 Deferred tax asset, net 4,578 Goodwill 16,536 Net assets acquired $ 34,896 The excess of the consideration paid over the fair values assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the acquisition. Goodwill is primarily attributable to expected synergies in the Company’s solar offerings and cross-selling opportunities. None of the goodwill is expected to be deductible for German income tax purposes. Intangible assets consist primarily of developed technology and customer relationships. Developed technology includes a combination of unpatented technology, trade secrets, computer software and research processes that facilitates home energy management through integration of existing and planned new products in renewable energy sector. Customer relationships relates to GreenCom’s ability to sell current and future offerings, as well as products built around the current offering, to its existing customers. The following table shows the fair value of the separately identifiable intangible assets at the time of acquisition and the period over which each intangible asset will be amortized: Preliminary Fair Value Useful Life (In thousands) (Years) Developed technology $ 8,000 5 Customer relationships 5,900 5 Total identifiable intangible assets $ 13,900 Pro forma financial information has not been presented for the GreenCom acquisition as the impact to the Company’s consolidated financial statements was not material. The Company incurred and accrued costs related to acquisition of $1.8 million that were recorded in general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2022. Enphase Energy, Inc. | 2023 Form 10-K | 86
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