XML 50 R37.htm IDEA: XBRL DOCUMENT

Acquisitions (Tables)

12 Months Ended

Sep. 29, 2017

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the total estimated acquisition consideration (in thousands):



Cash consideration paid to AppliedMicro common stockholders	$	287,060
Common stock issued (9,544,125 shares of our common stock at $47.53 per share)	453,632
Equity consideration for vested "in-the-money" stock options and unvested restricted stock units	2,143
Fair value of the replacement equity awards attributable to pre-acquisition service	9,307
Total consideration paid, less cash acquired	$	752,142

Allocation of Purchase Price

The final allocation of purchase price as of December 30, 2016, is as follows (in thousands):



	Preliminary Allocation as of September 30, 2016		Allocation Adjustments			Final Allocation

Current assets	$	10,445	$	—		$	10,445
Intangible assets	45,650		—			45,650
Other assets	3,317		—			3,317
Total assets acquired	59,412		—			59,412

Debt	11,627		—			11,627
Deferred income taxes	11,658		(106		)	11,552
Other liabilities	3,968		326			4,294
Total liabilities assumed	27,253		220			27,473
Net assets acquired	32,159		(220		)	31,939
Consideration:
Cash paid upon closing, net of cash acquired	47,517		—			47,517
Goodwill	$	15,358	$	220		$	15,578

The final allocation of purchase price as of January 1, 2016, was as follows (in thousands):



	Preliminary Allocation as of October 2, 2015		Allocation Adjustments			Final Allocation

Current assets	$	23,674	$	(1,100	)	$	22,574
Intangible assets	136,900		400			137,300
Other assets	9,194		—			9,194
Total assets acquired	169,768		(700		)	169,068

Debt	2,535		—			2,535
Deferred income taxes	33,345		99			33,444
Other liabilities	13,106		—			13,106
Total liabilities assumed	48,986		99			49,085
Net assets acquired	120,782		(799		)	119,983
Consideration:
Cash paid upon closing, net of cash acquired	208,352		—			208,352
Goodwill	$	87,570	$	799		$	88,369

The final allocation of purchase price as of December 30, 2016, is as follows (in thousands):



	Preliminary Allocation as of September 30, 2016		Allocation Adjustments		Final Allocation

Current assets	$	12,614	$	—	$	12,614
Intangible assets	20,900		—		20,900
Other assets	3,089		—		3,089
Total assets acquired	36,603		—		36,603

Other liabilities	7,201		—		7,201
Total liabilities assumed	7,201		—		7,201
Net assets acquired	29,402		—		29,402
Consideration:
Cash paid upon closing, net of cash acquired	37,125		—		37,125
Goodwill	$	7,723	$	—	$	7,723

The preliminary allocation of purchase price as of September 29, 2017 is as follows (in thousands):



	Preliminary Allocation		Allocation Adjustments			Adjusted Allocation
	March 31, 2017					September 29, 2017

Current assets	$	70,338	$	96		$	70,434
Intangible assets	410,348		2,500			412,848
Assets held for sale	32,458		8,486			40,944
Other assets	13,504		(3,704		)	9,800
Total assets acquired	526,648		7,378			534,026

Liabilities held for sale	4,444		—			4,444
Other liabilities	17,890		(263		)	17,627
Total liabilities assumed	22,334		(263		)	22,071
Net assets acquired	504,314		7,641			511,955
Consideration:
Cash paid upon closing	230,298		—			230,298
Common stock issued	455,775		—			455,775
Equity instruments issued	9,307		—			9,307
Total consideration	$	695,380	$	—		$	695,380
Goodwill	$	191,066	$	(7,641	)	$	183,425

The preliminary allocation of purchase price as of September 29, 2017 is as follows (in thousands):



	Preliminary Allocation
	September 29, 2017

Current assets	$	7,375
Intangible assets	19,000
Other assets	3,301
Total assets acquired	29,676

Current liabilities	2,169
Other liabilities	190
Total liabilities assumed	2,359
Net assets acquired	27,317
Consideration:
Cash paid upon closing, net of cash acquired	33,500
Goodwill	$	6,183

Components of Acquired Intangible Assets on a Preliminary Basis

The components of the acquired intangible assets on a preliminary basis were as follows (in thousands):



	Amount		Useful Lives (Years)
Developed technology	$	1,000	7
Customer relationships	19,900		10
	$	20,900

The components of the acquired intangible assets on a preliminary basis were as follows (in thousands):



	Amount		Useful Lives (Years)
Developed technology	$	9,400	7
Customer relationships	36,250		10
	$	45,650

The components of the acquired intangible assets were as follows (in thousands):



	Amount		Useful Lives (Years)
Developed technology	$	17,500	7
Customer relationships	119,800		10
	$	137,300

The components of the acquired intangible assets were as follows (in thousands):



	Included In Assets Held For Sale		Included In Retained Business		Useful Lives (Years)
Developed technology	$	9,600	$	78,448	7 years
Customer relationships	—		334,400		14 years
	$	9,600	$	412,848

Summary of Unaudited Supplemental Pro Forma Data

The following is a summary of BinOptics revenue and earnings included in our consolidated statements of operations for the fiscal year ended October 2, 2015 (in thousands):



	Fiscal Year Ended
	October 2, 2015
Revenue	$	61,549
Income before income taxes	354

This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.



	October 2, 2015
Revenue	$	428,440
Net income from continuing operations	(3,489		)

This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.



	Fiscal Year Ended
	September 30, 2016			October 2, 2015
Revenue	$	551,964		$	444,991
Net (loss) income	(3,324		)	36,715

This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.



	Fiscal Year Ended
	September 30, 2016		October 2, 2015
Revenue	$	553,174	$	459,048
Net income	1,183		45,107

The following is a summary of AppliedMicro revenue and earnings included in our accompanying consolidated statements of operations for the fiscal year ended September 29, 2017 (in thousands):



	Amount
Revenue	$	110,117
Loss from continuing operations	(27,222		)
Loss from discontinued operations	(44,599		)

This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.



	Fiscal Year Ended
	September 29, 2017			September 30, 2016
Revenue	$	755,728		$	707,299
Loss from continuing operations	(104,828		)	(53,613		)
Loss from discontinued operations	(43,734		)	(72,730		)

The following is a summary of FiBest revenue and earnings included in our accompanying consolidated statements of operations for the fiscal year ended September 30, 2016 (in thousands):



	Amount
Revenue	$	30,540
Loss before income taxes	(4,616		)

The following is a summary of Metelics revenue and earnings included in our accompanying consolidated statements of operations for the fiscal year ended September 30, 2016 (in thousands):



	Amount
Revenue	$	33,552
Income before income taxes	3,372