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 ended June 26, 2020. The fair value of the earn-out at the acquisition date was $1.5 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 second quarter of fiscal year 2020, DMS achieved the specified performance target at June 26, 2020 which resulted in the fair value of the contingent earn-out to increase to $12.5 million, the maximum amount of the earn-out. The increase in fair value of $0.2 million from $12.3 million at March 27, 2020 and of $3.0 from $9.5 million at December 27, 2019 were recorded as other expense in the condensed consolidated statement of operations for the three and six months ended June 26, 2020, respectively.

In the first quarter of fiscal year 2020, the Company completed the valuation of the fair value of the assets acquired and the liabilities assumed. The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the acquisition date:

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 consideration transferred	$	31.4

			Purchased
	Useful Life		Intangible Assets
	(In years)		(In millions)
Customer relationships		6	$	6.9

The results of operations for the three and six months ended June 28, 2019 included operating activity for DMS since its acquisition date of April 15, 2019. The results of operations for the three and six months ended June 26, 2020, included charges attributable to amortization of purchased intangible assets of $0.3 million and $0.6 million, respectively, and $0.2 million for the three and six months ended June 28, 2019, which are included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

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 and six months ended June 26, 2020 and for the three and six months ended June 28, 2019 are as follows:

	Unaudited Pro Forma Information
	Three Months Ended					Six Months Ended
	June 26,		June 28,			June 26,		June 28,
	2020		2019			2020		2019
(In millions, except per share amounts)
Revenues	$	344.8	$	266.5		$	665.7	$	534.7
Net income	$	21.3	$	(0.2	)	$	30.7	$	1.7
Basic income per share	$	0.53	$	(0.01	)	$	0.77	$	0.04
Diluted income per share	$	0.52	$	(0.01	)	$	0.75	$	0.04

The unaudited pro forma results above include adjustments related to the acquisition, primarily to increase amortization for the identifiable intangible assets acquired, 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.