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Acquisitions
12 Months Ended
Dec. 31, 2016
Acquisitions  
Acquisitions

Note 3—Acquisitions

2016

        On December 14, 2016, we acquired 100% of the stock of Active Spectrum Inc., a manufacturer of magnetic resonance spectroscopy. On November 17, 2016, we acquired 100% of the membership interests of Oxford Instruments Superconducting Wire LLC (OST), a manufacturer of low-temperature superconductors. On November 2, 2016, we acquired the assets of Renishaw Diagnostics Ltd., a developer and producer of molecular assays for applications in microbiology. On November 21, 2016, we acquired the preclinical imaging business of OncoVision, a leading provider of innovative medical imaging devices. On June 20, 2016, we acquired the assets of Yingsheng Technology Pty Ltd., which comprise a technology for advanced minerals identification and characterization. The products of the acquired companies are intended to complement the Company's existing product portfolio and technology base. The following table reflects the consideration transferred and the respective reporting segment for each of the acquisitions:

                                                                                                                                                                                    

Name of Acquisition

 

Segment

 

Consideration

 

Cash Consideration

 

Yingsheng Technology Pty Ltd

 

BSI

 

$

1.7 

 

$

1.2 

 

Renishaw Diagnostics Ltd. 

 

BSI

 

 

3.6 

 

 

1.2 

 

Oxford Instruments Superconducting Wire LLC

 

BEST

 

 

15.9 

 

 

15.9 

 

Preclinical Imaging Business of OncoVision

 

BSI

 

 

7.4 

 

 

6.0 

 

Active Spectrum Inc. 

 

BSI

 

 

2.8 

 

 

 

​  

​  

​  

​  

 

 

 

 

$

31.4 

 

$

24.3 

 

​  

​  

​  

​  

​  

​  

​  

​  

        The components and fair value allocation of the consideration transferred in connection with these acquisitions were as follows (in millions):

                                                                                                                                                                                    

Consideration Transferred:

 

 

 

 

Cash paid

 

$

25.9

 

Cash acquired

 

 

(1.6

)

Shares issued

 

 

2.0

 

Contingent consideration

 

 

5.1

 

​  

​  

Total consideration transferred

 

$

31.4

 

​  

​  

​  

​  

Allocation of Consideration Transferred:

 

 

 

 

Accounts receivable

 

$

6.9

 

Inventories

 

 

19.1

 

Other current assets

 

 

0.1

 

Property, plant and equipment

 

 

7.5

 

Intangible assets:

 

 

 

 

Customer relationships

 

 

2.0

 

Existing technology

 

 

14.6

 

Trade name

 

 

0.6

 

Goodwill

 

 

1.0

 

Bargain purchase gain

 

 

(9.2

)

Deferred taxes, net

 

 

(1.0

)

Liabilities assumed

 

 

(10.2

)

​  

​  

Total consideration transferred

 

$

31.4

 

​  

​  

​  

​  

        The Company completed the fair value allocation for these acquisitions at December 31, 2016. The fair value allocation included contingent consideration in the amount of $5.1 million, which represented the estimated fair value of future payments to the former shareholders of the acquired companies based on achieving annual revenue and gross margin targets in future years. The future payments of the contingent consideration may differ from the fair value recorded based on the financial results of the acquired businesses. The amortization period for intangible assets is between 5 and 7 years. The bargain purchase gain of $9.2 million related to the acquisition of OST, and has been recorded within interest and other income, net on the consolidated statements of income and comprehensive income (loss). The acquisition resulted in a bargain purchase gain as the assets acquired exceeded the consideration paid. Pro forma financial information reflecting these acquisitions have not been presented because the impact on revenues, net income and total assets is not material.

2015

        In October 2015, the Company completed the acquisition of Jordan Valley Semiconductors, Ltd. ("Jordan Valley"), a company headquartered in Israel that provides X-ray metrology and defect-detection equipment for semiconductor process control. The acquisition of Jordan Valley was accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition of Jordan Valley were as follows (in millions):

                                                                                                                                                                                    

Consideration Transferred:

 

 

 

 

Cash paid

 

$

35.4

 

Cash acquired

 

 

(6.8

)

Contingent consideration

 

 

4.1

 

​  

​  

Total consideration transferred

 

$

32.7

 

​  

​  

​  

​  

Allocation of Consideration Transferred:

 

 

 

 

Accounts receivable

 

$

3.8

 

Inventories

 

 

10.5

 

Other current assets

 

 

2.2

 

Property, plant and equipment

 

 

1.6

 

Intangible assets:

 

 

 

 

Customer relationships

 

 

6.8

 

Existing technology

 

 

6.0

 

Trade name

 

 

1.5

 

Goodwill

 

 

6.3

 

Liabilities assumed

 

 

(6.0

)

​  

​  

Total consideration transferred

 

$

32.7

 

​  

​  

​  

​  

        The Company completed the fair value allocation in the fourth quarter of 2015. The fair value allocation included contingent consideration in the amount of $4.1 million, which represented the estimated fair value of future payments to the former shareholders of Jordan Valley based on achieving annual revenue and gross margin targets for the years 2016-2017. During the year ended December 31, 2016, the Company recorded an additional $7.7 million to other charges, net for additional consideration based on 2016 revenue and gross margin achievements. The maximum potential future payments related to the contingent consideration is $4 million at December 31, 2016. The amortization period for intangible assets acquired in connection with Jordan Valley is 7 years for customer relationships, existing technology and trade name.

        The results of Jordan Valley, including the amount allocated to goodwill which is attributable to expected synergies and not expected to be deductible for tax purposes, have been included in the BSI Segment from the date of acquisition. Pro forma financial information reflecting the acquisition of Jordan Valley has not been presented because the impact on revenues, net income and total assets is not material.

2014

        On July 28, 2014 the Company completed the acquisition of Vutara, Inc. a manufacturer of high-speed, three-dimensional (3D), super-resolution fluorescence microscopy for life science applications.

                                                                                                                                                                                    

Name of Acquisition

 

Segment

 

Consideration

 

Cash Consideration

 

Vutara Inc. 

 

BSI

 

$

8.5 

 

$

3.9