Quarterly report pursuant to Section 13 or 15(d)

Business Combinations Business Combinations (Tables)

v3.7.0.1
Business Combinations Business Combinations (Tables)
 6 Months Ended
Jun. 30, 2017
Business Acquisition [Line Items]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]
The following is an allocation of purchase price as of the May 12, 2017 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by MaxLinear in the acquisition (in thousands):
Description
Amount
Preliminary purchase price allocation:
 
Cash
$
235,810

Accounts receivable
11,363

Inventory
47,136

Prepaid and other current assets
2,372

Property and equipment
4,358

Identifiable intangible assets
250,700

Deferred tax assets
5,888

Other assets
5,424

Accounts payable
(12,385
)
Accrued expenses and other current liabilities
(10,367
)
Accrued compensation
(5,258
)
Other long-term liabilities
(3,030
)
Identifiable net assets acquired
532,011

Goodwill
160,716

Total purchase price
$
692,727

The following is an allocation of purchase price as of the April 4, 2017 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by MaxLinear in the acquisition (in thousands):
Description
Amount
Preliminary purchase price allocation:
 
Inventory
$
2,084

Prepaid and other current assets
147

Property and equipment
3,277

Identifiable intangible assets
12,600

Deferred tax assets
875

Other assets
28

Accounts payable
(1
)
     Accrued expenses
(358
)
     Accrued compensation
(2
)
     Other long-term liabilities
(99
)
Identifiable net assets acquired
18,551

Goodwill
2,449

Total purchase price
$
21,000

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]
 
 
Estimated Useful Life (in years)
 
Fair Value (in thousands)
Developed technology
 
7.0
 
$
120,400

Trademarks and tradenames
 
6.0
 
12,100

Customer-related intangible
 
5.0
 
97,200

Product backlog
 
0.5
 
4,100

Finite-lived intangible assets
 
 
 
233,800

In-process research and development
 
N/A
 
16,900

Total intangible assets
 

 
$
250,700

Schedule of Business Acquisitions by Acquisition, Consideration [Table Text Block]
The following table summarizes the fair value of purchase price consideration to acquire the G.hn business (in thousands):
Acquisition Consideration
 
Amount
 
 
 
Cash
 
$
21,000

Total
 
$
21,000

Business Acquisition, Pro Forma Information [Table Text Block]
The following table presents unaudited pro forma combined financial information for each of the periods presented, as if the acquisitions of Exar and the G.hn business had occurred at the beginning of fiscal year 2016:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
 
(in thousands)
Net revenues – proforma combined
$
111,832

 
$
129,449

 
$
229,520

 
$
259,160

Net income (loss) – proforma combined
$
15,594

 
$
(1,332
)
 
$
10,714

 
$
(19,537
)
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments [Table Text Block]
The following adjustments were included in the unaudited pro forma combined net income (loss):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
 
(in thousands)
Net income
$
10,965

 
$
22,584

 
$
19,428

 
$
43,265

Add: Results of operations – acquired business
(9,048
)
 
4,151

 
(8,916
)
 
1,642

Less: Proforma adjustments
 
 
 
 
 
 
 
Depreciation of property, plant and equipment
476

 
1,179

 
(37
)
 
724

Amortization of intangible assets
(3,470
)
 
(12,114
)
 
(15,434
)
 
(24,220
)
Amortization of inventory step-up
6,018

 
(9,543
)
 
6,018

 
(20,332
)
Impairment of intangible assets
—

 
1,519

 
—

 
1,519

Acquisition and integration expenses
11,692

 
(5,289
)
 
14,484

 
(14,484
)
Interest expense
(1,598
)
 
(3,819
)
 
(5,388
)
 
(7,651
)
Income tax benefit
559

 
—

 
559

 
—

Net income (loss) – proforma combined
$
15,594

 
$
(1,332
)
 
$
10,714

 
$
(19,537
)
 
 
 
 
 
 
 
 
Net income (loss) per share - proforma combined:
 
 
 
 
 
 
 
Basic
$
0.24

 
$
(0.02
)
 
$
0.16

 
$
(0.31
)
Diluted
$
0.22

 
$
(0.02
)
 
$
0.15

 
$
(0.31
)
Shares used to compute net income (loss) per share - proforma combined
 
 
 
 
 
 
 
Basic
65,889

 
63,470

 
65,564

 
63,056

Diluted
69,645

 
63,470

 
69,398

 
63,056


The pro forma combined financial information for the three months ended June 30, 2016 includes aggregate non-recurring adjustments of $12.2 million consisting of aggregate amortization of inventory step-up of $10.0 million and amortization of intangible assets of $2.2 million from the Exar and G.hn businesses, for which the related assets have useful lives of less than one year, and excludes impairment of intangible assets of $1.5 million included in Exar's historical results of operations. The pro forma combined financial information for the six months ended June 30, 2016 includes aggregate non-recurring adjustments of $23.1 million consisting of aggregate amortization of inventory step-up of $18.7 million and amortization of intangible assets of $4.4 million from the Exar and G.hn businesses, for which the related assets have useful lives of less than one year, and excludes impairment of intangible assets of $1.5 million included in Exar's historical results of operations.

G.hn business of Marvell [Member]  
Business Acquisition [Line Items]  
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]
The following table presents details of the identified intangible assets acquired of the G.hn business:
 
 
Estimated Useful Life (in years)
 
Fair Value (in thousands)
Developed technology
 
7.0
 
$
7,100

Customer-related intangibles
 
1.8
 
4,800

Covenant not-to-compete
 
3.0
 
200

Product backlog
 
0.8
 
500

  Total identifiable intangible assets
 

 
$
12,600