Annual report pursuant to Section 13 and 15(d)

Business Combination (Tables)

v3.3.1.900
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