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Acquisitions
9 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]  
Acquisitions
7) Acquisitions

Precisive, LLC

On March 17, 2015, the Company acquired 100% of Precisive, LLC (“Precisive”) for $12,085, net of cash acquired of $435. The purchase price includes a deferred payment amount of $2,600 to cover any potential indemnification claims, which amount will be paid to the sellers after 15 months assuming there are no indemnification claims. Precisive is an innovative developer of optical analyzers based on Tunable Filter Spectroscopy, which provide real-time gas analysis in the natural gas and hydrocarbon processing industries, including refineries, hydrocarbon processing plants, gas-to-power machines, biogas processes and fuel gas transportation and metering, while delivering customers a lower total cost of ownership.

 

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

 

Current assets

   $ 693   

Non-current assets

     18   

Intangible assets

     5,110   

Goodwill

     7,042   
  

 

 

 

Total assets acquired

     12,863   
  

 

 

 

Total current liabilities assumed

     (343
  

 

 

 

Fair value of assets acquired and liabilities assumed

     12,520   
  

 

 

 

Less cash acquired

     (435
  

 

 

 

Total purchase price, net of cash acquired

   $ 12,085   
  

 

 

 

The entire purchase price is deductible for tax purposes. The following table reflects the allocation of the acquired intangible assets and related estimates of useful lives. These acquired intangibles will be amortized on a straight-line basis, which approximates the pattern of use.

 

Order backlog

   $ 50       18 months

Customer relationships

     1,430       8 years

Exclusive patent license

     2,600       10 years

Trade names

     210       10 years

Developed technology

     820       10 years
  

 

 

    
   $ 5,110      
  

 

 

    

The fair value of the acquired intangibles was determined using the income approach. This acquisition resulted in a purchase price that exceeded the estimated fair value of tangible and intangible assets, the excess amount of which was allocated to goodwill. The Company believes the amount of goodwill relative to identifiable intangible assets relates to several factors including: (1) potential buyer-specific synergies related to market opportunities for a combined product offering; (2) potential to leverage the Company’s sales force and intellectual property to attract new customers and revenue; and (3) potential to strengthen and expand into new but complementary markets, including targeting new applications such as natural gas processing, hydrocarbon processing and other oil and gas segments.

The results of this acquisition were included in the Company’s consolidated operations beginning on March 17, 2015. The pro forma consolidated statements reflecting the operating results of Precisive, had it been acquired January 1, 2014, would not differ materially from the operating results of the Company as reported for the three and nine months ended September 30, 2015. Precisive is included in the Company’s Instruments, Control and Vacuum Products group and the Advanced Manufacturing Capital Equipment reportable segment. The revenue and net earnings from Precisive, since the date of acquisition through the period ended September 30, 2015, were immaterial.

Granville-Phillips

On May 30, 2014, the Company acquired Granville-Phillips (“GP”), a division of Brooks Automation, Inc., for $86,950. GP is a leading global provider of vacuum measurement and control instruments to the semiconductor, thin film and general industrial markets. The acquisition aligned with the Company’s strategy to grow its semiconductor business, while diversifying into other high growth advanced markets.

 

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

 

Inventory

   $ 5,198   

Property and equipment

     299   

Other assets

     191   

Intangible assets

     38,850   

Goodwill

     42,587   

Warranty liability

     (175
  

 

 

 

Total purchase price

   $ 86,950   
  

 

 

 

The entire purchase price was deductible for tax purposes. The following table reflects the allocation of the acquired intangible assets and related estimates of useful lives. These acquired intangibles are being amortized on a straight-line basis.

 

Customer relationships

   $ 21,250       7 years

Trademark and trade names

     1,900       12 years

Developed technology

     15,700       9-12 years
  

 

 

    
   $ 38,850      
  

 

 

    

This acquisition resulted in a purchase price that exceeded the estimated fair value of tangible and intangible assets, the excess amount of which was allocated to goodwill. The Company believes that the amount of goodwill relative to identifiable intangible assets relates to several factors including: (1) potential buyer-specific synergies related to market opportunities for a combined product offering; (2) potential to leverage the Company’s sales force and intellectual property to attract new customers and revenue and (3) potential to strengthen the Company’s position in the vacuum gauge market.

The results of this acquisition were included in the Company’s consolidated operations beginning on May 30, 2014. The pro forma consolidated statements reflecting the operating results of GP, had it been acquired as of January 1, 2013, would not differ materially from the operating results of the Company as reported for the year ended December 31, 2014. GP is included in the Company’s Instruments, Control and Vacuum Products group and the Advanced Manufacturing Capital Equipment reportable segment.