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Acquisition
 9 Months Ended
Oct. 29, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisition Acquisition and Divestiture
Acquisition of Sierra Wireless, Inc.
On January 12, 2023 (the "Acquisition Date"), the Company completed the acquisition of all of the issued and outstanding common shares of Sierra Wireless, Inc. ("Sierra Wireless") in an all-cash transaction representing a total purchase consideration of approximately $1.3 billion (the "Sierra Wireless Acquisition"). The results of operations of Sierra Wireless have been included in the Statements of Operations since the Acquisition Date.
The transaction was accounted for as a business combination in accordance with Accounting Standards Codification ("ASC") 805, "Business Combinations." The purchase price allocation for the Sierra Wireless Acquisition was completed during the third quarter of fiscal year 2024. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. In the fourth quarter of fiscal year 2023, a preliminary goodwill balance of $931.4 million was recognized for the excess of the consideration transferred over the net assets acquired and represented the expected revenue and cost synergies of the combined company and assembled workforce. In the nine months ended October 29, 2023, the Company finalized measurement period adjustments related to identifiable intangible assets, inventories, property, plant, and equipment, income and non-income based taxes, legal matters, and other assets and liabilities, which have been recorded to reflect facts and circumstances that existed as of the Acquisition Date. These adjustments increased the goodwill balance by $23.9 million to $955.3 million. In the nine months ended October 29, 2023, the Company also finalized its determination of the reporting units related to the Sierra Wireless Acquisition and completed an allocation of the goodwill balance to these reporting units. See Note 8, Goodwill and Intangible Assets, for additional information.
The following table presents the fair values of assets and liabilities assumed on the Acquisition Date based on valuations and management's estimates:
(in thousands)Amounts recognized as of Acquisition Date (as initially reported)Measurement period adjustmentAmounts recognized as of Acquisition Date (as adjusted)
Total purchase price consideration, net of cash acquired $68,794
$1,240,757 $1,240,757 
Assets:— 
Accounts receivable, net92,633 — 92,633 
Inventories96,339 (1,899)94,440 
Other current assets72,724 5,003 77,727 
Property, plant and equipment29,086 (2,628)26,458 
Intangible assets214,780 — 214,780 
Prepaid taxes3,001 — 3,001 
Deferred tax assets22,595 285 22,880 
Other assets14,878 — 14,878 
Liabilities:— 
Accounts payable50,413 210 50,623 
Accrued liabilities148,654 26,232 174,886 
Deferred tax liabilities4,824 350 5,174 
Other long-term liabilities32,785 (2,106)30,679 
Net assets acquired, excluding goodwill$309,360 $(23,925)$285,435 
Goodwill$931,397 $23,925 $955,322 
See Note 8, Goodwill and Intangible Assets, for additional information about goodwill impairments recorded in the three and nine months ended October 29, 2023 related to the Sierra Wireless Acquisition.
The following table provides a summary of the pro forma unaudited consolidated results of operations as if the Sierra Wireless Acquisition had been completed on February 1, 2021 (the first day of fiscal year 2022):
Three Months EndedNine Months Ended
October 30, 2022October 30, 2022
(in thousands)(unaudited)(unaudited)
Total revenues$343,674 $1,115,985 
Net loss$(5,806)$34,768 
The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated at the beginning of the period presented nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma information does not include any adjustments for any restructuring activities, operating efficiencies or cost savings. The Company ends its fiscal year on the last Sunday in January. Prior to the transaction, Sierra
Wireless's fiscal year ended on December 31. To comply with SEC rules and regulations for companies with different fiscal year ends, the pro forma combined financial information has been prepared utilizing periods that differ by up to a month.
Divestiture
On May 3, 2022, the Company completed the divestiture of its high reliability discrete diodes and assemblies business (the “Disposal Group”) to Micross Components, Inc. for $26.2 million, net of cash disposed, in an all-cash transaction. The divestiture resulted in a gain of $0.3 million and $18.3 million for the three and nine months ended October 30, 2022, respectively, which was recorded in "Gain on sale of business" in the Statements of Operations. As a result of the transaction, the Company disposed of $0.8 million of goodwill based on the relative fair value of the Disposal Group and the portion of the applicable reporting unit that was retained. The estimated fair value of the Disposal Group less estimated costs to sell exceeded its carrying amount as of the transaction date. As the sale of the Disposal Group was not considered a strategic shift that would have a major effect on the Company’s operations or financial results, it was not reported as discontinued operations.