Acquisition of Nora

9 Months Ended

Sep. 29, 2019

ACQUISITION OF NORA

On August 7, 2018, the Company completed the acquisition of nora for a purchase price of €385.1 million, or $447.2 million at the exchange rate as of the transaction date, including acquired cash of €40.0 million ($46.5 million) for a net purchase price of €345.1 million ($400.7 million).

The transaction was accounted for as a business combination using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recorded at their fair market values as of the acquisition date. The results of operations for this acquisition have been consolidated with those of the Company from the acquisition date forward. Tangible assets and liabilities of nora systems GmbH were valued as of the acquisition date using a market analysis, and intangible assets were valued using a discounted cash flow analysis. During the second quarter of 2019, the Company recognized a measurement period adjustment to adjust provisional amounts initially recorded for assumed deferred tax liabilities. This measurement period adjustment resulted in an increase to assumed deferred tax liabilities of $17.2 million and a corresponding increase to goodwill. The fair values of the assets acquired and liabilities assumed are final and include all measurement period adjustments.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including all measurement period adjustments.



	As of August 7, 2018
	(In thousands)

Assets acquired (excluding goodwill)	$	359,335
Liabilities assumed	(114,049		)
Net assets acquired	245,286
Purchase price	447,192
Goodwill, excess of purchase price	$	201,906

On August 7, 2018, acquired intangible assets of $103.3 million include $60.8 million of trademarks and tradenames that are not subject to amortization and will instead be subject to annual impairment testing, or more frequent testing should there be a significant change in business conditions. The remaining intangible assets include developed technology of $39.1 million that will be amortized on a straight-line basis over the estimated useful life of 7 years and backlog of $3.4 million that will be amortized on a straight-line basis over the estimated useful life of 6 months. The acquired inventory includes a step-up of inventory to fair value of approximately $26.6 million which will be recognized in earnings over the expected turns of the inventory. This step-up of inventory to fair value was fully amortized by the end of 2018.

The 2018 period below represents the pro forma consolidated statement of operations as if nora had been included in the consolidated results of the Company beginning January 1, 2018 to the acquisition date. These are estimated for pro forma purposes only and do not necessarily reflect what the consolidated results of the Company would have been had the Company owned nora as of the first day of 2018.



	Nine Months Ended
	September 30, 2018
	(In thousands)
Revenue	$	1,001,919
Net income	74,390

Pro forma net income for 2018 excludes any transaction related costs as these are non-recurring costs for the combined Company.