Business Combinations and Goodwill

3 Months Ended

Apr. 04, 2015

Business Combinations [Abstract]

Business Combinations and Goodwill

Business Combinations and Goodwill:

On March 10, 2015, we acquired 100% of the outstanding equity of Silicon Image, Inc. ("Silicon Image"), a provider of video, audio and data connectivity solutions for the mobile, consumer electronics, and personal computer markets.

The preliminary fair value of the purchase price consideration consisted of the following:

(In thousands)	Estimated Fair Value
Cash paid to Silicon Image stockholders	$	575,955
Cash paid for options and restricted stock units	2,205
Accrual for options and restricted stock units	5,178
Fair value of partially vested assumed equity awards	5,139
Total purchase consideration	$	588,477

There is no contingent consideration included in the determination of the purchase consideration.

We have preliminarily allocated the purchase price consideration to the tangible and identified intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. Our preliminary allocation of the total purchase price is as follows:

(In thousands)	Estimated Fair Value
Assets acquired:
Cash, cash equivalents and short-term investments	$	157,923
Accounts receivable	30,677
Inventory	20,839
Other current assets	7,183
Property, plant and equipment	23,429
Other non-current assets	1,573
Intangible assets	192,079
Goodwill	223,890
Total assets acquired	657,593
Liabilities assumed
Accounts payable and other accrued liabilities	46,350
Other current liabilities	1,252
Long-term liabilities	14,342
Redeemable noncontrolling interest	7,172
Total liabilities assumed	69,116
Fair value of net assets acquired	$	588,477

The following table presents details of the identified intangible assets acquired through the acquisition of Silicon Image:

(In thousands)	Asset Life in Years	Fair Value
Developed technology	3-5	$	125,000
Customer relationships	4-7	29,458
Licensed technology	3-5	1,852
Patents	5	769
Total identified finite-lived intangible assets		157,079
In-process research and development	indefinite	35,000
Total identified intangible assets		$	192,079

We do not believe there is any significant residual value associated with these intangible assets. We are amortizing the intangible assets using the straight-line method over their estimated useful lives. The estimation of the fair values of the intangible assets required the use of valuation techniques and entailed consideration of all the relevant factors that might affect the fair value such as present value factors, and estimates of future revenues and costs. 

The Company is currently completing its evaluation of information and assumptions used in the recognition and determination of the purchase price allocation. This includes reviewing information, inputs, assumptions, and valuation methodologies used to estimate consideration, liabilities, taxes, intangible assets, deferred revenue, inventory, and fixed assets. The purchase price allocation is based on the preliminary valuation and is our best estimate as of the filing date of this 10-Q. The purchase price allocation will be subject to revision as more detailed analysis is performed and completed.

Silicon Image’s results of operations and the estimated fair value of the assets acquired and liabilities assumed are included in Lattice's unaudited consolidated financial statements effective March 11, 2015. Silicon Image's revenue and net loss for the period from March 11, 2015 through April 4, 2015 were approximately $12 million and $14.8 million, respectively. Acquisition related charges, which were expensed as incurred, were approximately $8 million.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. The goodwill recognized in the acquisition of Silicon Image was derived from expected benefits from cost synergies and knowledgeable and experienced workforce who joined the Company after the acquisition. Goodwill will not be amortized, but will instead be tested for impairment annually or more frequently if certain indicators of impairment are present. Goodwill impairment is not expected to be tax deductible for income tax purposes. No impairment charges relating to goodwill or intangible assets were recorded for the first three months of 2015 or 2014 as no indicators of impairment were present. The goodwill balance of $268.7 million at April 4, 2015 is comprised of $44.8 million from prior acquisitions combined with the $223.9 million from the acquisition of Silicon Image.

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Silicon Image as if the merger occurred on December 29, 2013, the first day of our 2014 fiscal year. The pro forma financial information for the periods presented includes adjustments to amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to share-based compensation expense, and interest expense for the additional indebtedness incurred as part of the acquisition. The total of nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings for the three months ended March 29, 2014 and excluded in the reported pro forma revenue and earnings for the three months ended April 4, 2015 was $26.3 million related to acquisition-related charges. The pro forma financial information as presented below is for informational purposes only, is based on certain assumptions and estimates, and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the first period presented.

The unaudited pro forma financial information for the three months ended April 4, 2015 combined the historical results of the Company for the three months ended April 4, 2015, the historical results of Silicon Image for the three months ended April 4, 2015, and the effects of the pro forma adjustments described above.

The unaudited pro forma financial information for the three months ended March 29, 2014 combined the historical results of the Company for the three months ended March 29, 2014, the historical results of Silicon Image for the three months ended March 29, 2014, and the effects of the pro forma adjustments described above.

	Three Months Ended
(Dollars in thousands, except per share amounts)	April 4, 2015			March 29, 2014
Total revenues	$	133,498		$	158,198
Net loss attributable to common stockholders	$	(48,288	)	$	(28,241	)
Basic net loss per share	$	(0.41	)	$	(0.24	)
Diluted net loss per share	$	(0.41	)	$	(0.24	)

The pro forma adjustments did not have any impact on the pro forma combined provision for income taxes for the three months ended April 4, 2015 and March 29, 2014 due to net loss positions and valuation allowances on deferred income tax assets in those periods.