Strategic Technology Transactions, Goodwill and Purchased Intangible Assets

12 Months Ended

Dec. 27, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Strategic Technology Transactions, Goodwill and Purchased Intangible Assets

4.	Strategic Technology Transactions, Goodwill and Purchased Intangible Assets

Acquisition of Ismeca

On December 31, 2012, we acquired all of the outstanding share capital of Ismeca Semiconductor Holding SA (“Ismeca”). Ismeca, headquartered in La Chaux-de-Fonds, Switzerland, and with major operations in Malacca, Malaysia and Suzhou, China, designs, manufactures and sells turret-based test handling and back-end finishing equipment for integrated circuits, light emitting diodes (LEDs) and discrete components. The acquisition of Ismeca was a strategic transaction to expand our semiconductor total available market, extend our market leadership, expand our customer base, and broaden our product and technology offerings.

The purchase price of this acquisition was approximately $90.8 million, and was funded primarily by cash reserves ($57.1 million) and certain liabilities assumed ($33.7 million). Total consideration was allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of the completion of the acquisition. Amounts allocated to intangible assets are being amortized on a straight-line basis over their useful lives as noted below. The acquisition was nontaxable and certain of the assets acquired, including goodwill and intangibles, will generally not be deductible for tax purposes. Goodwill associated with the acquisition was primarily attributable to the opportunities from the addition of Ismeca’s products and was assigned to our semiconductor equipment segment.

Changes in the carrying value of goodwill by reportable segment during the years ended December 27, 2014 and December 28, 2013 were as follows (in thousands):


	Semiconductor Equipment			Microwave Communications			Total Goodwill
Balance, December 29, 2012	$	55,520		$	3,236		$	58,756
Additions net of adjustments		10,930			—			10,930
Impact of currency exchange		1,533			94			1,627

Balance, December 28, 2013		67,983			3,330			71,313
Impact of currency exchange		(4,851	)		(275	)		(5,126	)
Impairment of goodwill - (See Note 3)		—			(3,055	)		(3,055	)

Balance, December 27, 2014	$	63,132		$	—		$	63,132

Purchased intangible assets, subject to amortization are as follows (in thousands):


	December 27, 2014					December 28, 2013
	Gross Carrying Amount		Accumulated Amortization		Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization
Rasco technology	$	29,845	$	22,616	2.0 years	$	33,689	$	21,319
Ismeca technology		27,014		6,879	6.0 years		29,915		3,809
Duma technology		864		864	0.0 years		864		408

	$	57,723	$	30,359		$	64,468	$	25,536

In connection with the impairment of our microwave communications equipment reporting unit we wrote off the remaining $0.2 million net book value of Duma technology as of December 27, 2014, this impairment is included in the accumulated amortization in the table above. The amounts included in the table above at December 27, 2014, exclude approximately $2.1 million and $3.6 million, related to the trade names of Rasco and Ismeca, respectively, and at December 28, 2013 exclude approximately $2.4 million and $4.0 million, respectively.

These trade names have an indefinite life and are not being amortized. Changes in the carrying values of purchased intangible assets are a result of the impact of fluctuation in currency exchange rates.

Amortization expense related to purchased intangible assets was approximately $8.1 million in both 2014 and 2013 and $4.1 million in 2012. As of December 27, 2014, we expect amortization expense in future periods to be as follows: 2015 - $7.2 million; 2016 - $6.8 million; 2017 - $3.3 million; 2018 - $3.3 million 2019 - $3.3 million; and thereafter $3.4 million.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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