Acquisitions | Note 2 –Acquisitions Cal-Weld, Inc. On July 27, 2017, the Company completed the acquisition of Cal‑Weld, Inc. (“Cal‑Weld”), a California-based leader in the design and fabrication of precision, high purity industrial components, subsystems, and systems, for $56,879. Pursuant to the purchase agreement, the Company placed $6,000 in escrow for indemnification and working capital claims. As of September 29, 2017, the Company has submitted a working capital claim to the seller of $959 which was agreed to and settled subsequent to quarter-end. The Company does not anticipate any further adjustments and expects the remaining amount in escrow to be ultimately transferred to the seller. Accordingly, the remaining amount in escrow is included in the total acquisition consideration. Cal‑Weld will expand the Company’s capacity and capabilities in the area of component manufacturing for Gas Delivery tools used in semiconductor manufacturing. The following table presents the preliminary purchase price allocation as of July 27, 2017: Preliminary Allocation July 27, 2017 Cash acquired $ 7,337 Accounts receivable, net 10,318 Inventories 20,836 Prepaid expenses and other current assets 287 Property and equipment, net 1,639 Other noncurrent assets 587 Intangible assets, net 12,140 Goodwill 17,957 Accounts payable and accrued liabilities (8,007 ) Other non-current liabilities (908 ) Deferred tax liabilities (5,307 ) Total acquisition consideration $ 56,879 The Company allocated $11,480 to customer relationships and $660 to order backlog with weighted average amortization periods of 10 years and 6 months, respectively. Goodwill recognized from the acquisition of Cal‑Weld was primarily attributed to an assembled workforce and expected synergies and is not tax deductible. The allocation of acquisition consideration for Cal‑Weld is preliminary as we have not obtained all of the information to finalize the opening balance sheet or the allocation between goodwill and intangible assets. Management has recorded allocations based on information currently available. The Company incurred transaction costs of $1,498 and $1,712 in connection with the acquisition of Cal‑Weld during the three and nine months ended September 29, 2017, respectively. The Company’s consolidated financial statements for the third quarter of 2017 include approximately two months of Cal‑Weld operating activity. Included in the Company’s statements of operations for the third quarter of 2017 are net sales and net income from continuing operations of $23,389 and $1,391, respectively, attributable to Cal‑Weld. The following unaudited pro forma consolidated results of operations assume the acquisition was completed on December 26, 2015, the beginning of the earliest period presented. Pro forma adjustments are mainly comprised of amortization expense related to acquired intangible assets, compensation-related costs attributed to non-retained previous ownership, acquisition-related costs, incremental interest expense from increased borrowings to fund the acquisition, acquired inventory fair value charges, and the related income tax effects. The inventory fair value adjustment resulted in a $3,594 charge to cost of sales for the nine months ended September 23, 2016. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved or of results that may occur in the future: Three Months Ended Nine Months Ended September 29, 2017 September 23, 2016 September 29, 2017 September 23, 2016 Net sales $ 173,091 $ 125,980 $ 542,145 $ 335,217 Net income from continuing operations $ 15,914 $ 9,596 $ 45,258 $ 14,940 Net income per share from continuing operations attributable to ordinary shareholders: Basic $ 0.61 $ 0.54 $ 1.79 $ 0.86 Diluted $ 0.59 $ 0.10 $ 1.72 $ 0.19 Ajax‑United Patterns & Molds, Inc. On April 12, 2016, the Company completed the acquisition of Ajax‑United Patterns & Molds, Inc. (“Ajax”), a California-based manufacturer of complex plastic and metal products used in the medical, biomedical, semiconductor, data communication, and food processing equipment industries, for $17,594. The following table presents the preliminary purchase price allocation as of December 30, 2016, measurement period adjustments from December 30, 2016 through April 12, 2017, and the final purchase price allocation as of April 12, 2017, the end of the measurement period. Measurement period adjustments are primarily related to finalization of the valuation of deferred tax liabilities and net identifiable assets and liabilities: Preliminary Allocation December 30, 2016 Measurement Period Adjustment Final Allocation April 12, 2017 Cash acquired $ 187 $ — $ 187 Accounts receivable, net 1,250 — 1,250 Inventories 3,236 — 3,236 Prepaid expenses and other current assets 77 8 85 Property and equipment, net 1,545 (78 ) 1,467 Other noncurrent assets 2,948 — 2,948 Intangible assets, net 8,030 — 8,030 Goodwill 7,078 (22 ) 7,056 Accounts payable and accrued liabilities (4,486 ) 9 (4,477 ) Deferred tax liabilities (2,271 ) 83 (2,188 ) Total acquisition consideration $ 17,594 $ — $ 17,594 |