Goodwill and Other Intangible Assets

3 Months Ended

Apr. 01, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The roll-forward of activity related to our goodwill was as follows (in thousands):



	Thirteen Weeks Ended
	April 1, 2012		April 3, 2011
Balance, beginning of period	$	58,053	$	44,800
Goodwill additions	21,989		—
Goodwill translation adjustments	461		32
Balance, end of period	$	80,503	$	44,832

Additions to goodwill represent goodwill from acquisitions made during the period. Adjustments to goodwill include translation adjustments resulting from a portion of our goodwill being recorded on the books of our foreign subsidiaries.

On January 9, 2012, we acquired 100% of the outstanding shares of ASPEX Corporation, a manufacturer of durable scanning electron microscopes for industrial applications. The total purchase price of the acquisition was $30.5 million. We paid $0.2 million in transaction costs related to the acquisition. These costs were expensed as incurred in the selling, general and administrative line on our Consolidated Statements of Operations.

The total purchase price was allocated to the net tangible and intangible assets acquired based on their preliminary fair values as of January 9, 2012. The fair value of net tangible assets acquired was $1.9 million and the fair value of intangible assets acquired was $9.7 million. The acquired intangible assets consisted primarily of developed technology of $6.4 million and customer relationships of $1.7 million. The developed technology has a weighted-average amortization period of 7.0 years and the customer relationships has a weighted-average amortization period of 5.0 years. The excess of the purchase price over the fair value of the net assets acquired, adjusted for deferred tax liabilities, of $22.0 million was recorded as goodwill in our Materials Science segment.

The goodwill arising from the acquisition of ASPEX Corporation is primarily related to expected future cash flows from synergies related to the integration of the durable SEM solution. $1.3 million of the goodwill from this acquisition is tax deductible. The operating results of ASPEX Corporation have been included prospectively from the date of acquisition in the Materials Science and Service and Components segments based on the nature of the product or service sold. For the fiscal quarter ended April 1, 2012, ASPEX Corporation contributed $2.8 million of revenue and a net loss of $0.1 million to our consolidated financial results.

Pro forma disclosures have not been provided for this acquisition as it is insignificant.

Other Intangible Assets

Other intangible assets are included as a component of other assets, net on our consolidated balance sheets. Patents, trademarks and other are amortized under the straight-line method over their useful lives of 2 to 15 years. Note issuance costs are amortized over the life of the related debt, which is 7 years.

The gross amount of our other intangible assets and the related accumulated amortization were as follows (in thousands):



	April 1, 2012			December 31, 2011
Patents, trademarks and other	$	11,454		$	7,896
Accumulated amortization	(4,104		)	(3,701		)
Net patents, trademarks and other	7,350			4,195
Developed technology	8,785			2,303
Accumulated amortization	(393		)	(55		)
Net developed technology	8,392			2,248
Note issuance costs	2,445			2,445
Accumulated amortization	(2,037		)	(1,950		)
Net note issuance costs	408			495
Total intangible assets included in other long-term assets	$	16,150		$	6,938

Amortization expense was as follows (in thousands):



	Thirteen Weeks Ended
	April 1, 2012		April 3, 2011
Patents, trademarks and other	$	427	$	299
Developed technology	338		—
Note issuance costs	87		88
Total amortization expense	$	852	$	387

Expected amortization, without consideration for foreign currency effects, is as follows over the next five years and thereafter (in thousands):



	Patents, Trademarks and Other		Developed Technology		Note Issuance Costs		Total
Remainder of 2012	$	1,405	$	1,010	$	262	$	2,677
2013	1,788		1,348		146		3,282
2014	1,431		1,348		—		2,779
2015	1,304		1,348		—		2,652
2016	1,097		1,348		—		2,445
Thereafter	325		1,990		—		2,315
Total future amortization expense	$	7,350	$	8,392	$	408	$	16,150

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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