Business Combinations and Dispositions (Tables)

12 Months Ended

Jun. 28, 2014

Opnext



	Total Consideration
	(Thousands)
Common shares issued to Opnext stockholders	$	88,742
Estimated fair value of vested stock options assumed	1,095
Estimated fair value of vested stock appreciation rights assumed	5
Total consideration	$	89,842

Purchase Price Allocation Based on Fair Values of Assets Acquired and Liabilities Assumed

Our final purchase price allocation, as adjusted, is as follows:



	Purchase Price Allocation
	(Thousands)
Cash and cash equivalents	$	36,123
Restricted cash	20,000
Accounts receivable	55,572
Inventories	68,011
Prepaid expenses and other current assets	14,432
Property and equipment	58,701
Intangible assets	16,420
Other non-current assets	212
Accounts payable	(68,503		)
Accrued expenses and other current liabilities	(27,081		)
Note payable	(19,133		)
Capital lease obligations	(29,003		)
Deferred tax liabilities	(2,131		)
Other non-current liabilities	(8,912		)
Estimate of the fair value of assets acquired and liabilities assumed	114,708
Gain on bargain purchase	(24,866		)
Total purchase price	$	89,842

Amplifier

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement and Balance Sheet

The assets of the discontinued operation are presented as current assets under the caption assets of discontinued operations held for sale in the accompanying consolidated balance sheet at June 29, 2013, and consist of the following:



	June 29, 2013
	(Thousands)
Assets of Discontinued Operations Held for Sale
Inventories	$	8,308
Prepaid expenses and other current assets	303
Property and equipment, net	6,555
	$	15,166

The following table presents the statements of operations for the discontinued operations of the Amplifier Business:



	Year Ended
	June 28, 2014		June 29, 2013		June 30, 2012
	(Thousands)
Revenues	$	35,185	$	93,902	$	96,085
Cost of revenues	26,389		72,901		74,226
Gross profit	8,796		21,001		21,859
Operating expenses	5,545		18,739		18,907
Other income (expense), net	68,923		—		—
Income from discontinued operations before income taxes	72,174		2,262		2,952
Income tax provision	13,068		800		822
Income from discontinued operations	$	59,106	$	1,462	$	2,130

Zurich

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement and Balance Sheet

The assets and liabilities of the discontinued operation are presented as current assets and current liabilities, separately under the captions assets of discontinued operations held for sale and liabilities of discontinued operations held for sale in the accompanying consolidated balance sheet at June 29, 2013, and consist of the following:



	June 29, 2013
	(Thousands)
Assets of Discontinued Operations Held for Sale
Accounts receivable, net	$	79
Inventories	23,762
Prepaid expenses and other current assets	1,294
Property and equipment, net	12,749
Deferred tax asset, non-current	2,283
	$	40,167

	June 29, 2013
	(Thousands)
Liabilities of Discontinued Operations Held for Sale
Accounts payable	$	2,315
Accrued expenses and other liabilities	6,788
Other non-current liabilities	8,367
	$	17,470

The following table presents the statements of operations for the discontinued operations of the Zurich Business:



	Year Ended
	June 28, 2014		June 29, 2013			June 30, 2012
	(Thousands)
Revenues	$	13,896	$	87,497		$	95,165
Cost of revenues	11,029		72,264			75,659
Gross profit	2,867		15,233			19,506
Operating expenses	3,426		17,456			18,537
Other income (expense), net	61,595		(996		)	(1,469		)
Income (loss) from discontinued operations before income taxes	61,036		(3,219		)	(500		)
Income tax provision	198		693			4,136
Income (loss) from discontinued operations	$	60,838	$	(3,912	)	$	(4,636	)

- Definition

Tabular disclosure of disposal groups, which may include the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the classification and carrying value of the assets and liabilities comprising the disposal group, and the segment in which the disposal group was reported. Also may include the amount of adjustments to amounts previously reported in discontinued operations such as resolution of contingencies arising from the disposal transaction or the operations of the component prior to disposal.

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