NOTE

– ACQUISITION OF NORA

August 7, 2018,

the Company completed the acquisition of nora Holdings GmbH (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. As of

March 31, 2019,

the estimated fair values of the assets acquired and liabilities assumed are

not

final. The provisional amount for assumed tax liabilities is subject to revision.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The amounts represent a provisional measurement of the fair values, and are therefore subject to change:

	As of August 7 th , 2018
	(In thousands)

Assets acquired (excluding goodwill)	$	359,335
Liabilities assumed		(96,868	)
Net assets acquired		262,467
Purchase price		447,192
Goodwill, excess of purchase price	$	184,725

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

years and backlog of

$3.4

million that will be amortized on a straight-line basis over the estimated useful life of

six

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 as of

January 1, 2018.

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.

	Pro Forma Consolidated Statement of Operations
	Three months ended
	April 1, 2018
	(I n thousands )
Revenue	$	297,098
Net income		14,272

Pro forma net income for

2018

excludes any transaction related costs as these are non-recurring costs for the combined Company.