ACQUISITIONS

9 Months Ended

Sep. 30, 2022

ACQUISITIONS

ACQUISITIONS

NOTE 2.     ACQUISITIONS

SL Power Electronics Corporation

On April 25, 2022, we acquired 100% of the issued and outstanding shares of capital stock of SL Power Electronics Corporation ("SL Power"), which is based in Calabasas, California. We accounted for this transaction as a business combination. This acquisition added complementary products to Advanced Energy’s medical power offerings and extends our presence in several advanced industrial markets.

The components of the fair value of the total consideration transferred were as follows:

Cash paid for acquisition	$	146,863
Less cash acquired		(3,484)
Total fair value of purchase consideration	$	143,379

We allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess allocated to goodwill. The following table summarizes the estimated preliminary values of the assets acquired and liabilities assumed.

	Preliminary Fair Value September 30, 2022
Current assets and liabilities, net	$	12,013
Property and equipment		3,927
Operating lease right-of-use assets		4,996
Deferred taxes and other liabilities		(1,164)
Intangible assets		57,600
Goodwill		71,003
Operating lease liability		(4,996)
Total fair value of net assets acquired	$	143,379

The following table summarizes the intangible assets acquired:

			Amortization	Useful Life
	Fair Value		Method	(in years)
Customer relationships	$	50,500	Straight-line	10
Technology		7,100	Straight-line	5
Total	$	57,600

To estimate the fair value of intangible assets, we used a multi-period excess earnings approach for the customer relationships and a relief from royalty approach for developed technology. Goodwill represents SL Power’s assembled workforce and expected operating synergies from combining operations and approximately 85% is expected to be deductible for tax purposes. We are still evaluating the fair value for the assets acquired and liabilities assumed. Accordingly, the purchase price allocation presented above is preliminary.

We included SL Power’s results of operations in our consolidated financial statements from the date of acquisition. The following table summarizes SL Power’s contribution to sales in our Consolidated Statements of Operations.

	Three Months Ended September 30,		Nine Months Ended September 30,
	2022		2022
Sales, net	$	16,659	$	29,604

TEGAM, Inc.

On June 1, 2021, we acquired 100% of the issued and outstanding shares of capital stock of TEGAM, Inc., which is based in Geneva, Ohio. We accounted for this transaction as a business combination. This acquisition added metrology and calibration instrumentation to Advanced Energy’s RF process power solutions in our Semiconductor and Industrial and Medical markets.

The components of the fair value of the total consideration transferred were as follows:

Cash paid at closing	$	15,430
Cash paid for indemnity holdback released in June 2022		1,800
Less cash acquired		(177)
Total fair value of purchase consideration	$	17,053

We allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess allocated to goodwill. The following table summarizes the values of the assets acquired and liabilities assumed.

	​ Fair Value
Current assets and liabilities, net	$	3,475
Property and equipment		755
Operating lease right-of-use assets		425
Intangible assets		6,900
Goodwill (deductible for tax purposes)		5,917
Other		6
Operating lease liability		(425)
Total fair value of net assets acquired	$	17,053

Goodwill represents TEGAM’s assembled workforce and expected operating synergies from combining operations. We included TEGAM’s results of operations in our consolidated financial statements from the date of acquisition.