v3.26.1
Acquisitions
 3 Months Ended
Mar. 31, 2026
Business Combination [Abstract]  
Business Combination [Text Block]

NOTE 2. Acquisitions

On November 17, 2025 (the “Acquisition Date”), the Company completed the previously announced acquisition of Semilab USA LLC (“Semilab USA”), pursuant to the Equity Purchase Agreement (the “Purchase Agreement”), dated as of June 27, 2025, by and among the Company, Semilab International Zrt. (the “Seller”), Semilab Zrt. and Semilab USA, as amended by the Amendment to Equity Purchase Agreement, dated October 9, 2025.

The preliminary Acquisition Date fair value of consideration transferred consisted of the following:

 

At Acquisition Date

 

 

(in thousands, except per share data)

 

 Cash paid

$

389,052

 

Issuance of common stock (1)

 

81,697

 

Cash paid to extinguish Semilab USA’s debt

 

55,892

 

Total purchase consideration

$

526,641

 

 

 

 

(1) The fair value is based on the issuance of 641,771 shares of the Company's common stock with a per share value of $127.30 on the Acquisition Date.

 

The Company accounted for the acquisition of Semilab USA in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The acquired assets and assumed liabilities were recorded at their estimated fair values. The Company determined the estimated fair values with the assistance of valuations performed by a third-party specialist, discounted cash flow analysis, and estimates made by management.

The acquisition strengthens the Company’s capabilities in inline wafer contamination monitoring, materials characterization, and unique surface charge metrology. The goodwill recognized reflects the anticipated benefits from expanding the Company’s product portfolio and its growth opportunities in both new and existing markets. As the purchase price exceeded the fair value of Semilab USA’s identifiable net assets, goodwill was recorded in connection with the transaction. The Company does not expect the goodwill to be deductible for income tax purposes.

A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Therefore, a deferred tax liability of $46.6 million was established primarily for the future amortization of these intangibles and is included in “other long-term liabilities” in the table below.

The inventory fair value step‑up is non‑recurring and is recognized as an increase to cost of revenue as the related inventory is sold. For the year ended January 3, 2026, the Company recognized $4.0 million of expense related to the step‑up. During the three months ended March 31, 2026, the Company recognized $6.1 million of expense related to the step-up. The remaining balance of approximately $3.0 million is expected to be recognized over the estimated sell‑through period of one year following the Acquisition Date.

The following table summarizes the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed:

 

At Acquisition Date

 

 

(in thousands)

 

 Cash and cash equivalents

$

8,876

 

 Accounts receivable

 

14,428

 

 Inventories

 

33,838

 

 Prepaid expenses and other current assets

 

843

 

 Property, plant and equipment

 

2,058

 

 Intangible assets

 

210,000

 

 Other assets

 

3,592

 

 Accounts payable

 

(487

)

 Accrued expenses and other current liabilities

 

(8,270

)

 Other long-term liabilities

 

(51,668

)

 Total identifiable net assets

 

213,210

 

Goodwill

 

313,431

 

 Total purchase consideration

$

526,641

 

 

The following table sets forth the preliminary amounts, allocated to the intangible assets identified and their estimated useful lives as of the Acquisition Date:

 

At Acquisition Date

 

 

Fair Value

 

 

Weighted Average Useful Life

 

 

(in thousands)

 

 

(in years)

 

 Developed technology

$

103,000

 

 

 

7.0

 

 Customer relationships

 

82,000

 

 

 

6.0

 

 Backlog

 

20,000

 

 

 

1.3

 

 Tradename

 

5,000

 

 

 

8.0

 

Total amortizable intangible assets

$

210,000

 

 

 

 

The developed technology intangible assets were valued using the relief-from-royalty method under the income approach, which estimates value based on the royalty a market participant would pay to license the technology. Under this approach, the after‑tax royalty savings attributable to ownership represent the economic benefit of the asset. The key assumptions used in the valuation included the estimated royalty rate, projected revenue attributable to the developed technology, the expected useful life of the asset, and a discount rate reflecting the risks associated with the projected cash flows. The assets are amortized on a straight‑line basis over their estimated 7‑year useful life, which approximates the expected pattern of economic benefits.

The customer relationships and backlog intangible assets were valued using the multi-period excess earnings method under the income approach, which isolates the net cash flows attributable to each asset and discounts them to present value. Significant assumptions included projected customer revenue and attrition rates, estimated operating margins, contributory asset charges, the expected useful life of the asset, and a discount rate reflecting the risks associated with the asset‑specific cash flows. The customer relationship asset is amortized on a straight-line basis over its 6‑year estimated life to reflect the pattern of expected economic benefits. The backlog asset is amortized on a straight-line basis over its 1.3 year estimated life to reflect the pattern of expected economic benefits.

There were no significant contingencies assumed as part of the acquisition.

The purchase price allocation for the Semilab USA acquisition is preliminary and reflects management’s current estimates of the fair value of the assets acquired and liabilities assumed in accordance with ASC 805. The Company is still evaluating certain items within the measurement period, including the final determination of the working capital adjustment, which remains subject to post‑closing review procedures outlined in the Purchase Agreement. Accordingly, the provisional amounts recognized for the acquired net assets are subject to change during the remainder of the measurement period (which will not exceed 12 months from the Acquisition Date). Any such revisions or changes may be material.

From the Acquisition Date through January 3, 2026, Semilab USA contributed $8.6 million of revenue and an operating loss of $6.2 million to the Company’s consolidated results. During the three months ended March 31, 2026, Semilab USA contributed $27.1 million of revenue and operating income of $13.4 million to the Company’s consolidated results.