BUSINESS COMBINATIONS

In April 2017, we completed the acquisition of substantially all of the assets of Instrument Associates, LLC d/b/a Nutfield Technology (“Nutfield”), a component technology business located in Hudson, New Hampshire, which specializes in the design and manufacture of advanced galvanometer-based optical scanners, scan heads and laser kits, for a total purchase price of approximately $5.5 million. This acquisition supports our long-term strategy to expand our presence in key markets and improve our existing product lines with innovative technology. The results of the acquired business’ operations as of and after the date of acquisition have been included in our consolidated financial statements for the year ended December 31, 2017.

In December 2016, we acquired MWF-technology, GmbH (“MWF”) for a purchase price, net of cash acquired, of approximately $6.6 million, paid with cash on hand. MWF, an innovator in mobile augmented reality solutions located near Frankfurt, Germany, provides technology that enables large, complex 3D CAD data to be transferred to a tablet device for use in mobile visualization and comparison to real world conditions. This enables real time, actionable manufacturing insight for in-process inspection, assembly, guidance and positioning.

In August 2016, we acquired Laser Projection Technologies, Inc. (“LPT”) for a purchase price, net of cash acquired, of approximately $17.2 million, paid with cash on hand. LPT, located in Londonderry, New Hampshire, specializes in laser projection and measurement systems used throughout manufacturing environments around the globe to maximize productivity and efficiency. The acquisition enhances our portfolio of 3D measurement solutions and supports our long-term strategy to expand our presence in key markets.

In July 2016, we acquired BuildIT Software & Solutions Ltd. (“BuildIT”) for a purchase price, net of cash acquired, of approximately $3.9 million, paid with cash on hand. BuildIT, a software solutions business located in Montreal, Canada, specializes in process-configurable 3D metrology software solutions with hardware agnostic interfaces. The addition of BuildIT enhances our metrology portfolio, providing customers greater software options to use in a variety of applications to reduce inspection and assembly times and increase productivity.

The acquisitions of Nutfield, MWF, LPT, and BuildIT constitute business combinations as defined by FASB ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at their fair values on the date of acquisition.

Following is a summary of our allocations of the purchase price to the fair values of the assets acquired and liabilities assumed as of the date of each acquisition:



	BuildIt			LPT			MWF			Nutfield

Accounts receivable	$	237		$	54		$	150		$	160
Inventory	—			322			—			539
Other assets	36			160			666			96
Deferred income tax assets	—			1,112			—			131
Intangible assets	1,015			5,474			1,816			2,329
Goodwill (1)	3,393			11,922			5,364			2,357
Accounts payable and accrued liabilities	(95		)	(747		)	(700		)	(12		)
Other liabilities	(471		)	(1,086		)	(345		)	(104		)
Deferred income tax liabilities	(205		)	—			(364		)	—

Total purchase price, net of cash acquired	$	3,910		$	17,211		$	6,587		$	5,496


(1)	The goodwill arising from the acquisitions consists largely of the expected synergies from combining operations as well as the value of the workforce. A portion of the goodwill is expected to be tax deductible for both the LPT and Nutfield acquisitions.

Following are the details of the purchase price allocated to the intangible assets acquired for the acquisitions noted above:



	BuildIt			LPT			MWF			Nutfield
	Amount		Weighted Average Life	Amount		Weighted Average Life	Amount		Weighted Average Life	Amount		Weighted Average Life
Trade name	$	346	7	$	64	1	$	36	1	$	29	1
Non-competition agreement	31		5	—		0	3		2	144		5
Technology	361		7	4,260		7	951		5	1,970		10
Customer relationships	277		7	1,150		7	826		5	95		10
Favorable in-place lease	—		0	—		0	—		0	91		12
Fair value of intangible assets acquired	$	1,015	7	$	5,474	7	$	1,816	5	$	2,329	10

The goodwill for the Nutfield acquisition has been allocated to the Factory Metrology reporting segment. The goodwill for the BuildIT, LPT and MWF acquisitions was allocated to the appropriate operating segments using the relative fair value approach in 2016. Acquisition and integration costs are not included as components of consideration transferred, but are recorded as expense in the period in which such costs are incurred. To date, we have incurred approximately $0.9 million in acquisition and integration costs for the BuildIT, LPT, MWF and Nutfield acquisitions. Pro forma financial results for BuildIT, LPT, MWF and Nutfield have not been presented because the effects of these transactions, individually and in the aggregate, were not material to our consolidated results of operations.