Acquisition of Si En (Si En)

12 Months Ended

Sep. 30, 2012

Si En

Business Acquisition [Line Items]

Acquisition of Si En

Acquisition of Si En

On January 31, 2011, the Company acquired 100% of the outstanding shares of Si En Integration Holdings Limited (Si En), a privately held fabless provider of high performance analog and mixed signal integrated circuits headquartered in Xiamen, China. Si En targets the mobile communications, digital consumer, networking, and automotive markets. Si En’s current products include audio power amplifiers, LED drivers, voltage converters and temperature sensors. The acquisition of Si En is part of a Company strategy to target additional revenue opportunities and attractive margins in non-memory markets. The Company’s goal with this acquisition is to leverage existing customer and vendor relationships to promote Si En’s products.

The purchase price was approximately $27.4 million in cash which included a $4.2 million holdback provision for a period of two years from the date of closing to secure certain Si En indemnification obligations.

The allocation of the purchase price of Si En includes both tangible assets and acquired intangible assets. The excess of the purchase price over the fair value allocated to the net assets is goodwill. The goodwill recognized was attributable primarily to expected synergies and the assembled workforce of Si En. The Company currently does not expect to receive a tax benefit for such goodwill.

The purchase price allocation is as follows (in thousands):

Cash and cash equivalents	$	7,240
Accounts receivable	2,148
Inventories	2,117
Property, equipment and leasehold improvements	124
Other current and other assets	260
Intangible assets:
In-process technology	2,610
Developed technology	4,650
Customer relationships	3,800
Other intangibles	570
Total identifiable assets acquired	23,519
Current liabilities	(2,533		)
Deferred tax liability	(1,748		)
Total liabilities assumed	(4,281		)
Net identifiable assets acquired	19,238
Goodwill	8,162
Net assets acquired	$	27,400

The developed technology was being amortized over eight years, the customer relationships were being amortized over five years and the other intangible assets were being amortized over lives ranging from three to four years with a weighted-average useful life of three years and six months.

In September 2012, the Company recorded an impairment charge of $13.1 million related to the goodwill and intangibles acquired in connection with its acquisition of Si En (See Note 6).

In fiscal 2011, the Company incurred legal fees of $0.3 million related to its acquisition of Si En. These costs were recorded in selling, general and administrative expenses in the Company’s consolidated statements of operations.

Unaudited Pro forma Financial Information

The pro forma financial information presented below is presented as if the acquisition of Si En had occurred at the beginning of fiscal 2010. The pro forma statements of operations for the twelve months ended September 30, 2011 and 2010, include the historical results of the Company and Si En plus the effect of recurring amortization of the related intangible assets. Such pro forma results do not purport to be indicative of what would have occurred had the acquisition been made as of those dates or the results which may occur in the future. The pro forma financial results are as follows:

	Years Ended September 30,
	2011		2010
	(in thousands, except per share data)
Net sales	$	277,792	$	273,091
Net income	$	56,585	$	45,033
Basic net income per share	$	2.13	$	1.76
Diluted net income per share	$	2.00	$	1.67