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Business Combinations
3 Months Ended
Mar. 27, 2020
Business Combinations [Abstract]  
Business Combinations

2. BUSINESS COMBINATIONS

Dynamic Manufacturing Solutions, LLC (“DMS”)

On April 15, 2019, the Company purchased substantially all of the assets of DMS, a semiconductor weldment and solutions provider. Pursuant to the purchase agreement, the former owners of DMS are entitled to up to $12.5 million of potential cash earn-out if the combined weldment business achieves certain gross profit and gross margin targets for the twelve months ending June 26, 2020. The fair value of the earn-out at the acquisition date was $1.4 million and was determined using a risk adjusted earnings projection utilizing the Monte Carlo Simulation method. These inputs are not observable in the market and thus represent a Level 3 measurement as discussed in Note 1 of the Company’s Condensed Consolidated Financial Statements. The total purchase consideration of DMS for purposes of the Company’s purchase price allocation was determined to be $31.4 million, which includes the cash payment of $29.9 million and the fair value of the potential earn-out payments of approximately $1.5 million.

During the first quarter of fiscal year 2020, the Company reassessed the fair value of the earn-out payment, increasing the fair value from $9.5 million at December 27, 2019 to $12.3 million at March 27, 2020. The increase of $2.8 million was recorded as other expense in the condensed consolidated statement of operations for the three months ended March 27, 2020.

During the quarter ended March 27, 2020, the Company completed the purchase price allocation for the DMS acquisition. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of acquisition:

 

Fair Market Values (in millions)

 

 

 

 

Accounts receivable

 

$

1.5

 

Inventories

 

 

8.9

 

Equipment and leasehold improvements

 

 

5.4

 

Goodwill

 

 

12.3

 

Purchased intangible assets

 

 

6.9

 

Other non-current assets

 

 

0.3

 

Total assets acquired

 

 

35.3

 

Accounts payable

 

 

(3.8

)

Other liabilities

 

 

(0.1

)

Total liabilities assumed

 

 

(3.9

)

Purchase price allocated

 

$

31.4

 

 

 

 

 

 

 

 

Purchased

 

 

 

Useful

Life

 

 

Intangible

Assets

 

 

 

(In years)

 

 

(In millions)

 

Customer relationships

 

 

6

 

 

$

6.9

 

 

In conjunction with the acquisition of DMS, the results of operations for the three months ended March 27, 2020, included net revenues of approximately $18.8 million and charges of $0.3 million attributable to amortization of purchased intangible assets.

Pro Forma Consolidated Results

The following unaudited pro forma consolidated results of operations assume the DMS acquisition was completed as of the beginning of the year of the reporting periods presented. The unaudited pro forma consolidated results of operations for the three months ended March 27, 2020 and March 29, 2019 are as follows:

 

 

 

Unaudited Pro Forma Information

 

 

 

Year Ended

 

 

 

Three Months Ended

 

 

 

March 27,

 

 

March 29,

 

 

 

2020

 

 

2019

 

(In millions, except per share amounts)

 

 

 

 

 

 

 

 

Revenues

 

$

320.9

 

 

$

268.2

 

Net income

 

$

9.4

 

 

$

1.7

 

Basic income per share

 

$

0.24

 

 

$

0.04

 

Diluted income per share

 

$

0.23

 

 

$

0.04

 

 

The unaudited pro forma results above include adjustments related to the purchase price allocation and financing of the acquisition, primarily to increase amortization for the identifiable intangible assets, to increase interest expense for the additional debt incurred to complete the acquisition and to reflect the related income tax effect. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only and are not necessarily indicative of the condensed consolidated financial position or results of operations in future periods or the results that would have been realized had UCT and DMS been a combined company during the specified periods. The unaudited pro forma condensed combined financial information does not reflect any operating efficiencies and/or cost savings that the Company may achieve with respect to the combined companies, or any liabilities that may result from integration activities.