Acquisitions

The Company completed four acquisitions during the year ended December 31, 2016 and one acquisition during the year ended December 31, 2015. All of these transactions have been accounted for as business combinations. Pro-forma information for these acquisitions has not been presented because they are not material, either individually or in the aggregate. Revenue and earnings since the dates of the acquisitions included in the Company's Consolidated Statements of Operations are also not presented because they are not material. Transaction costs were immaterial and were expensed as incurred during the year of the acquisition.

Webscan, Inc.

On December 9, 2016, the Company acquired selected assets and assumed selected liabilities of Webscan, Inc., a privately-held U.S.-based ID provider of barcode verifiers. The total purchase price of$3,176,000 included $3,000,000 in cash paid upon closing and $176,000 in cash paid in January 2017 as a working capital adjustment. There are no contingent payments. In addition, the Company entered into special incentive payments tied to employment, none of which are material, that the Company will record as compensation expense.

Under this transaction, in addition to customer relationships and completed technologies, the Company acquired a team of individuals including software engineers that are expected to help the Company accelerate the development of future ID products. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date.

The purchase price was allocated as follows (in thousands):



Accounts receivable	$	504
Inventories	296
Prepaid expenses and other current assets	8
Customer relationships	680
Completed technologies	840
Goodwill	925
Accounts payable	(77		)
Purchase price	$	3,176

The customer relationships and completed technologies are included in "Intangible assets" on the Consolidated Balance Sheet. The customer relationships are being amortized to selling, general, and administrative expenses on a straight-line basis over seven years, and the completed technologies are being amortized to cost of revenue on a straight-line basis over five years. A portion of the acquired goodwill is deductible for tax purposes.

Chiaro Technologies LLC

On November 30, 2016, the Company acquired selected assets and assumed selected liabilities of Chiaro Technologies LLC, a privately-held U.S.-based 3D vision company. The total purchase price of $4,149,000 included $3,538,000 in cash and contingent consideration valued at $611,000. In addition, the Company entered into special incentive payments tied to employment, none of which are material, that the Company will record as compensation expense.

The undiscounted potential outcomes related to the contingent consideration range from $0 to $1,250,000 based upon certain milestone revenue levels over the next two years. As of December 31, 2016, the fair value of the contingent consideration was $611,000 and was recorded in “Other non-current liabilities” on the Consolidated Balance Sheet. The contingent consideration will be remeasured each reporting period with changes in fair value recorded in "Other income (expense)" on the Consolidated Statements of Operations.

Under this transaction, in addition to completed technologies, the Company acquired a team of software engineers that are expected to help the Company accelerate the development of future 3D vision products. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date.

The purchase price was allocated as follows (in thousands):



Prepaid expenses and other current assets	$	3
Completed technologies	1,350
Goodwill	2,911
Accrued expenses	(115		)
Purchase price	$	4,149

The completed technologies are included in "Intangible assets" on the Consolidated Balance Sheet and are being amortized to cost of revenue on a straight-line basis over seven years. A portion of the acquired goodwill is deductible for tax purposes.

EnShape GmbH

On October 27, 2016, the Company acquired all of the outstanding shares of EnShape GmbH, a privately-held 3D sensor provider based in Germany. The total purchase price of €7,250,000 ($7,901,000) included €4,950,000 ($5,395,000) in cash paid upon closing, €1,050,000 ($1,144,000) of deferred cash payments as a holdback for potential indemnification claims payable in 2018, and €1,250,000 ($1,362,000) of contingent cash payments based upon the completion of certain tasks by June 30, 2017. In addition, the Company entered into special incentive payments tied to employment, none of which are material, that the Company will record as compensation expense.

The undiscounted potential outcomes related to the contingent consideration are €0 or €1,250,000 ($1,362,000) based upon the completion of certain tasks by June 30, 2017. As of December 31, 2016, the fair value of the contingent consideration was €1,250,000 ($1,362,000) due to the high probability and the short duration to payment, and was recorded in “Accrued expenses" on the Consolidated Balance Sheets. The contingent consideration will be remeasured each reporting period with changes in fair value recorded in "Other income (expense)" on the Consolidated Statements of Operations.

Under this transaction, in addition to customer relationships and completed technologies, the Company acquired a team of software engineers that are expected to help the Company accelerate the development of future 3D vision products. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date.

The purchase price was allocated as follows (in thousands):



Cash	$	167
Accounts receivable	4
Inventories	79
Prepaid expenses and other current assets	15
Property, plant, and equipment	44
Customer relationships	447
Completed technologies	1,089
Goodwill	8,613
Accounts payable	(6		)
Accrued expenses	(209		)
Accrued income taxes	(2,342		)
Purchase price	$	7,901

The customer relationships and completed technologies are included in "Intangible assets" on the Consolidated Balance Sheet. The customer relationships are being amortized to selling, general, and administrative expenses, and the completed technologies are being amortized to cost of revenue, both on a straight-line basis over seven years. A portion of the acquired goodwill is deductible for tax purposes.

AQSense, S.L.

On August 30, 2016, the Company acquired selected assets and assumed selected liabilities of AQSense, S.L., a privately-held 3D vision software provider based in Spain. The total purchase price of €2,232,000 ($2,519,000) was paid in cash and there are no contingent payments.

The purchase price was allocated as follows (in thousands):



Accounts receivable	$	168
Customer relationships	598
Completed technologies	384
Goodwill	1,383
Accrued expenses	(14		)
Purchase price	$	2,519

The customer relationships and completed technologies are included in "Intangible assets" on the Consolidated Balance Sheet. The customer relationships are being amortized to selling, general, and administrative expenses, and the completed technologies are being amortized to cost of revenue, both on a straight-line basis over five years. A portion of the acquired goodwill is deductible for tax purposes.

Manatee Works, Inc.

On August 21, 2015, the Company acquired selected assets of Manatee Works, Inc. (Manatee), a privately-held U.S.-based developer of barcode scanning software development kits (SDKs). The Company plans to leverage Manatee's current developer network and business model of attracting new developers to drive leads for its ID products. Under this transaction, the Company also acquired technology for use in mobile devices.

The total purchase price of $4,813,000 included $1,023,000 in cash paid upon closing and contingent consideration valued at $3,790,000 on the acquisition date. The undiscounted potential outcomes related to future contingent consideration ranges from $0 to approximately $1,700,000 in 2017 and $0 to approximately $2,200,000 in 2018 based upon reaching certain milestone revenue levels.

The contingent consideration is remeasured each reporting period with changes in fair value recorded in "Other income (expense)" on the Consolidated Statements of Operations. In 2015, the Company recorded a $790,000 benefit in other income which reduced the liability amount to $3,000,000. In 2016, the Company paid $337,000 and recorded a $463,000 benefit in other income reducing the liability to $2,200,000. As of December 31, 2016, the current portion of the contingent consideration expected to be paid within the next year was $800,000, and was recorded in “Accrued expenses,” and the non-current portion expected to be paid beyond one year was $1,400,000, and was recorded in “Other non-current liabilities” on the Consolidated Balance Sheets.

The purchase price was allocated as follows (in thousands):



Prepaid expenses and other current assets	$	23
Customer relationships	140
Completed technologies	590
Goodwill	4,060
Purchase price	$	4,813

The customer relationships and completed technologies are included in "Intangible assets" on the Consolidated Balance Sheets. The customer relationships are being amortized to selling, general, and administrative expenses, and the completed technologies are being amortized to cost of revenue, both on a straight-line basis over five years. A portion of the acquired goodwill is deductible for tax purposes.