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