Acquisitions, Goodwill and Other Intangible Assets (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Changes in Carrying Value of Goodwill |
The changes in the carrying value of goodwill for the year ended
December 31, 2017 is as follows (in thousands):
|
|
|
|
|
Balance at December 31, 2016
|
|
$ |
59,548 |
|
Goodwill adjustments arising from the TangenX Acquisition
|
|
|
85 |
|
Goodwill arising from the Spectrum Acquisition
|
|
|
265,519 |
|
Foreign currency adjustments on goodwill from the Atoll
Acquisition
|
|
|
2,181 |
|
|
|
|
|
|
Balance at December 31, 2017
|
|
$ |
327,333 |
|
|
|
|
|
|
|
Spectrum Inc. |
|
Consideration Transferred |
The total consideration transferred follows (in thousands):
|
|
|
|
|
Cash consideration
|
|
$ |
122,932 |
|
Equity consideration
|
|
|
247,575 |
|
Working capital adjustment
|
|
|
425 |
|
|
|
|
|
|
Net assets acquired
|
|
$ |
370,932 |
|
|
|
|
|
|
|
Components and Allocation of Purchase Price |
The components and allocation of the purchase price consists of the
following amounts (in thousands):
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
10,137 |
|
Accounts receivable
|
|
|
5,075 |
|
Inventory
|
|
|
13,705 |
|
Prepaid expenses and other assets
|
|
|
616 |
|
Fixed assets
|
|
|
6,004 |
|
Deferred tax assets
|
|
|
1,102 |
|
Customer relationships
|
|
|
78,400 |
|
Developed technology
|
|
|
38,560 |
|
Trademark and tradename
|
|
|
2,160 |
|
Non-competition agreements
|
|
|
960 |
|
Goodwill
|
|
|
265,519 |
|
Accounts payable
|
|
|
(1,335 |
) |
Unrecognized tax benefit
|
|
|
(576 |
) |
Accrued liabilities
|
|
|
(5,787 |
) |
Deferred tax liabilities
|
|
|
(43,608 |
) |
|
|
|
|
|
Fair value of net assets acquired
|
|
$ |
370,932 |
|
|
|
|
|
|
|
Spectrum Inc and TangenX Technology Corporation |
|
Unaudited Supplemental Pro Forma Information |
The following table presents unaudited supplemental pro forma
information as if both the Spectrum Acquisition had occurred as of
January 1, 2016 and the TangenX Acquisition had occurred as of
January 1, 2015 (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
Total revenue
|
|
|
162,913 |
|
|
|
145,994 |
|
Net income (loss)
|
|
|
17,220 |
|
|
|
(12,656 |
) |
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.41 |
|
|
$ |
(0.32 |
) |
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.40 |
|
|
$ |
(0.32 |
) |
|
|
|
|
|
|
|
|
|
|
TangenX Technology Corporation |
|
Consideration Transferred |
The total consideration transferred follows (in thousands):
|
|
|
|
|
Cash consideration
|
|
$ |
37,532 |
|
Less: working capital adjustment
|
|
|
(382 |
) |
|
|
|
|
|
Net assets acquired
|
|
$ |
37,150 |
|
|
|
|
|
|
|
Components and Allocation of Purchase Price |
The components and allocation of the purchase price consists of the
following amounts (in thousands):
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
1,218 |
|
Accounts receivable
|
|
|
459 |
|
Other receivables
|
|
|
111 |
|
Inventory
|
|
|
936 |
|
Other current assets
|
|
|
50 |
|
Fixed assets, net
|
|
|
215 |
|
Customer relationships
|
|
|
6,192 |
|
Developed technology
|
|
|
6,044 |
|
Non-competition
agreements
|
|
|
21 |
|
Trademark and trade name
|
|
|
11 |
|
Accounts payable and other liabilities assumed
|
|
|
(3,083 |
) |
Deferred tax liabilities
|
|
|
(4,525 |
) |
Goodwill
|
|
|
29,501 |
|
|
|
|
|
|
Net assets acquired
|
|
$ |
37,150 |
|
|
|
|
|
|
|
Unaudited Supplemental Pro Forma Information |
The following table presents unaudited supplemental pro forma
information as if the TangenX Acquisition had occurred as of
January 1, 2015 (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
|
December 31, 2015 |
|
Total revenue
|
|
|
110,228 |
|
|
|
88,437 |
|
Net income
|
|
|
5,744 |
|
|
|
13,208 |
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.17 |
|
|
$ |
0.40 |
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.17 |
|
|
$ |
0.39 |
|
|
|
|
|
|
|
|
|
|
|
Atoll GmbH |
|
Consideration Transferred |
The total consideration transferred follows (in thousands):
|
|
|
|
|
Cash consideration, less $74 of working capital adjustments
|
|
$ |
10,176 |
|
Value of common stock issued
|
|
|
14,138 |
|
Estimated fair value of contingent consideration
|
|
|
952 |
|
|
|
|
|
|
Total consideration transferred
|
|
$ |
25,266 |
|
|
|
|
|
|
|
Components and Allocation of Purchase Price |
The components and allocation of the purchase price consists of the
following amounts (in thousands):
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
1,409 |
|
Accounts receivable
|
|
|
697 |
|
Inventory
|
|
|
155 |
|
Other current assets
|
|
|
169 |
|
Fixed assets
|
|
|
114 |
|
Customer relationships
|
|
|
5,318 |
|
Developed technology
|
|
|
2,175 |
|
Non-competition
agreements
|
|
|
57 |
|
Trademark and trade name
|
|
|
11 |
|
Deferred tax assets
|
|
|
885 |
|
Accounts payable and other liabilities assumed
|
|
|
(599 |
) |
Deferred tax liabilities
|
|
|
(2,202 |
) |
Goodwill
|
|
|
17,077 |
|
|
|
|
|
|
Net assets acquired
|
|
$ |
25,266 |
|
|
|
|
|
|
|