Business Combination (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
|---|
| Business Combinations [Abstract] |
|
| Estimated Fair Value of the Purchase Price Consideration |
The following table summarizes the consideration paid for Physpeed:
|
|
|
|
|
|
Consideration Paid
(in thousands)
|
Cash |
$ |
9,250 |
|
Contingent consideration |
265 |
|
Fair value of total consideration transferred |
$ |
9,515 |
|
The estimated fair value of the purchase price consideration consisted of the following:
|
|
|
|
|
|
Consideration Paid
(in thousands)
|
Cash |
$ |
111,125 |
|
Class A common stock issued |
173,781 |
|
Equity awards assumed |
4,485 |
|
Total purchase consideration |
$ |
289,391 |
|
|
| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date. The Company completed the purchase price allocation for its acquisition of Physpeed as of December 31, 2014:
|
|
|
|
|
|
Fair Value
(in thousands)
|
Financial assets |
$ |
114 |
|
Accounts receivable |
447 |
|
Prepaid expenses |
28 |
|
Inventory |
69 |
|
Fixed assets |
56 |
|
Identifiable intangible assets |
10,000 |
|
Financial liabilities |
(65 |
) |
Net deferred tax liability |
(2,335 |
) |
Total identifiable net assets |
8,314 |
|
Goodwill |
1,201 |
|
|
$ |
9,515 |
|
The following table summarizes the allocation of the assets acquired and liabilities assumed at the acquisition date:
|
|
|
|
|
|
Fair Value
(in thousands)
|
Cash, cash equivalents and short-term investments |
$ |
107,510 |
|
Accounts receivable |
29,214 |
|
Inventory |
29,582 |
|
Prepaid expenses |
5,680 |
|
Property and equipment, net |
18,914 |
|
Other long-term assets |
2,419 |
|
Intangible assets |
92,400 |
|
Accounts payable |
(17,552 |
) |
Accrued price protection liability |
(3,486 |
) |
Accrued expenses and other current liabilities |
(10,968 |
) |
Accrued compensation |
(3,517 |
) |
Deferred tax liability |
(1,876 |
) |
Other long-term liabilities |
(7,507 |
) |
Total identifiable net assets |
240,813 |
|
Goodwill |
48,578 |
|
Fair value of net assets acquired |
$ |
289,391 |
|
|
| Identified Intangible Assets Acquired |
The following table presents details of the identified intangible assets acquired through the acquisition of Entropic:
|
|
|
|
|
|
|
|
Estimated Useful Life
(in years)
|
|
Fair Value
(in thousands)
|
Developed technology |
7.0 |
|
$ |
43,600 |
|
In-process research and development |
n/a |
|
18,200 |
|
Trademarks and trade names |
7.0 |
|
1,700 |
|
Customer relationships |
5.0 |
|
4,700 |
|
Backlog |
0.7 |
|
24,200 |
|
Total intangible assets |
|
|
$ |
92,400 |
|
|
| Unaudited Pro Forma Financial Information |
The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented, as if the acquisition had occurred at the beginning of fiscal year 2014:
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2015 |
|
2014 |
|
(in thousands) |
Net revenues |
$ |
371,730 |
|
|
$ |
324,731 |
|
Net income (loss) |
$ |
5,436 |
|
|
$ |
(138,382 |
) |
The following adjustments were included in the unaudited pro forma financial information (negative amounts below represent decreases to expense and positive amounts are increases to expense):
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2015 |
|
2014 |
|
(in thousands) |
|
Amortization and depreciation of intangible assets and property, plant
and equipment acquired
|
$ |
(24,969 |
) |
|
$ |
21,672 |
|
Amortization of inventory step-up |
(14,244 |
) |
|
14,244 |
|
Acquisition and integration expenses |
(13,622 |
) |
|
— |
|
Restructuring charges |
(14,086 |
) |
|
— |
|
|
$ |
(66,921 |
) |
|
$ |
35,916 |
|
|