Business Combination

9 Months Ended

Sep. 26, 2020

NOTE 2. Business Combination

Rudolph and Nanometrics completed the Merger effective October 25, 2019. The Company accounted for the Merger as a reverse acquisition, using the acquisition method of accounting in accordance with U.S. GAAP, with Rudolph being treated as the accounting acquiring entity. The acquired assets and liabilities of Nanometrics were recorded at their respective fair values including an amount for goodwill, which represents the purchase price paid in excess of the fair value of the net tangible and intangible assets acquired and liabilities assumed, and is attributable primarily to expected synergies, economies of scale and the assembled workforce of Nanometrics.

The following table summarizes the preliminary allocation of the total purchase consideration to the initial estimated fair values of the assets acquired and liabilities assumed as of October 25, 2019, as well as adjustments aggregating $0 and $478 to other non-current liabilities during the three and nine months ended September 26, 2020:

Cash and cash equivalents	$	43,882
Marketable securities		94,389
Account receivables		49,917
Inventories		98,478
Prepaid expenses and other current assets		7,734
Property, plant and equipment		77,451
Operating lease right-of-use assets		9,658
Identifiable intangible assets		374,900
Deferred income taxes		1,352
Other assets		850
Total assets acquired		758,611
Accounts payable		(23,361	)
Payroll and related expenses		(20,290	)
Deferred revenue		(5,931	)
Other current liabilities		(10,739	)
Income taxes payable		(2,699	)
Other non-current liabilities		(90,591	)
Net assets acquired		605,000
Goodwill		285,131
Total purchase consideration	$	890,131