Acquisitions | Note 2 – Acquisitions IAN Engineering Co., Ltd. On April 19, 2018, we completed the acquisition of IAN Engineering Co., Ltd. (“IAN”), a Seoul-based leader in providing locally-sourced design and manufacturing of gas delivery systems to customers in South Korea, for an aggregate purchase price of $6.5 million, inclusive of $5.3 million paid at closing and contingent consideration with a fair value of $1.3 million. Contingent consideration consists of an earn-out liability, included in our consolidated balance sheet, that becomes payable in 2019 and 2020 if certain financial targets are achieved. IAN provides us exposure to and growth opportunities in the South Korean semiconductor capital equipment market. The following table presents the preliminary purchase price allocation as of April 19, 2018: Preliminary Allocation April 19, 2018 Cash acquired $ 3,952 Accounts receivable 863 Inventories 1,870 Prepaid expenses and other current assets 56 Property and equipment 396 Other noncurrent assets 101 Intangible assets 1,559 Goodwill 2,856 Accounts payable (4,193 ) Accrued liabilities (452 ) Other current liabilities (82 ) Deferred tax liabilities (383 ) Total acquisition consideration $ 6,543 We preliminarily allocated $1.6 million to customer relationships with an amortization period of 6 years. Goodwill recognized from the acquisition was primarily attributed to an assembled workforce and expected synergies and is not tax deductible. The allocation of acquisition consideration for IAN is preliminary as we have not obtained all of the information to finalize our procedures on the opening balance sheet or the allocation between goodwill and intangible assets. We have recorded allocations based on information currently available. Our consolidated statements of operations for the three and six months ended June 29, 2018 include approximately two months of IAN operating activity, including revenue of $3.4 million. Talon Innovations Corporation On December 11, 2017, we completed the acquisition of Talon Innovations Corporation (“Talon”), a Minnesota-based leader in the design and manufacturing of high precision machined parts used in leading edge semiconductor tools, for $137.8 million. Talon expanded our capacity and capabilities in the area of component manufacturing for gas and chemical delivery tools used in semiconductor manufacturing and other industrial applications. The following table presents the preliminary purchase price allocation as of December 29, 2017 and June 29, 2018, as well as measurement period adjustments recorded during the one year measurement period. Measurement period adjustments primarily relate to the fair value of Talon’s opening balance of accounts receivable, inventory, income taxes payable, deferred taxes, and other working capital amounts. Preliminary Allocation December 29, 2017 Measurement Period Adjustment Preliminary Allocation June 29, 2018 Cash acquired $ 5,586 $ — $ 5,586 Accounts receivable 11,471 600 12,071 Inventories 19,399 209 19,608 Prepaid expenses and other current assets 182 — 182 Property and equipment 16,655 — 16,655 Other noncurrent assets 76 — 76 Intangible assets 38,000 — 38,000 Goodwill 74,594 (768 ) 73,826 Accounts payable (4,706 ) — (4,706 ) Accrued liabilities (2,767 ) 170 (2,597 ) Other current liabilities (1,838 ) 972 (866 ) Deferred tax liabilities (19,652 ) (388 ) (20,040 ) Total acquisition consideration $ 137,000 $ 795 $ 137,795 Cal-Weld, Inc. On July 27, 2017, we 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 $56.2 million. Cal‑Weld expanded our 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 December 29, 2017 and the final allocation on June 29, 2018, as well as measurement period adjustments recorded during the one year measurement period. Measurement period adjustments primarily relate to the fair value of Cal‑Weld’s opening balance of inventory, income taxes payable, and other working capital amounts. Preliminary Allocation December 29, 2017 Measurement Period Adjustment Final Allocation June 29, 2018 Cash acquired $ 7,337 $ — $ 7,337 Accounts receivable 10,318 — 10,318 Inventories 20,836 (388 ) 20,448 Prepaid expenses and other current assets 400 — 400 Property and equipment 1,639 — 1,639 Other noncurrent assets 587 — 587 Intangible assets 12,140 — 12,140 Goodwill 17,734 (143 ) 17,591 Accounts payable (5,991 ) — (5,991 ) Accrued liabilities (1,937 ) (173 ) (2,110 ) Other non-current liabilities (908 ) — (908 ) Deferred tax liabilities (5,276 ) 11 (5,265 ) Total acquisition consideration $ 56,879 $ (693 ) $ 56,186 |