Business Combinations | 2. Business Combinations QLogic Corporation On August 16, 2016, pursuant to the terms of an Agreement and Plan of Merger dated June 15, 2016, by and among the Company and QLogic (the “QLogic merger agreement”), the Company acquired all outstanding shares of common stock of QLogic (the “QLogic shares”) pursuant to an exchange offer for $11.00 per share in cash and 0.098 of a share of the Company’s common stock for each share of QLogic stock (“Transaction Consideration”) followed by a merger. The acquisition was funded with a combination of cash and proceeds from debt financing. See Note 11 of Notes to Condensed Consolidated Financial Statements for discussion of the debt financing. The f ollowing table summarizes the total estimated acquisition consideration (in thousands, except shares and per share data): Cash consideration to QLogic common stockholders $ 936,961 Common stock (8,364,018 shares of the Company's common stock at $51.55 per share) 431,165 Cash consideration for vested "in the money" stock options and fractional shares 1,934 Fair value of the replacement equity awards attributable to pre-acquisition service 9,433 Total estimated acquisition consideration $ 1,379,493 Pursuant to the QLogic merger agreement, the Company assumed the unvested equity awards originally granted by QLogic and converted them into the Company’s equivalent awards. See Note 8 of Notes to Condensed Consolidated Financial Statements for related discussion. The portion of the fair value of partially vested awards associated with prior service of QLogic employees represented a component of the total consideration, as presented above. The Company also made cash payments for vested and in the money stock options and for the fractional shares that resulted from conversion as specified in the QLogic merger agreement. The Company allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair value of the acquired tangible and identifiable intangible assets were determined based on inputs that are unobservable and significant to the overall fair value measurement. It is also based on estimates and assumptions made by management at the time of the acquisition. As such, this was classified as Level 3 fair value hierarchy measurements and disclosures. The acquisition consideration allocation below is preliminary and as additional information becomes available, the Company may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period (which will not exceed 12 months from the closing of the acquisition). Any such revisions or changes may be material. The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 365,065 Marketable securities 375 Accounts receivable 65,576 Inventories 62,500 Prepaid expense and other current assets 8,274 Property and equipment 87,314 Intangible assets 716,700 Other assets 1,559 Goodwill 247,543 Accounts payable (41,776 ) Accrued expense and other current liabilities (21,288 ) Deferred revenue (603 ) Deferred tax liability (95,766 ) Other non-current liabilities (15,980 ) Total estimated acquisition consideration $ 1,379,493 The valuation of identifiable intangible assets and their estimated useful lives are as follows: Preliminary Estimated Asset Fair Value Weighted Average Useful Life (Years) (in thousands, except for useful life) Existing and core technology $ 584,800 6 In process research and development ("IPR&D") 76,500 n/a Customer relationships 41,900 10 Tradename and trademark 13,500 5 $ 716,700 The IPR&D consists of two projects relating to the development of process technologies to manufacture next generation Fibre Channel and Ethernet products. The projects are estimated to be completed in fiscal years 2017 and 2019 for the related Ethernet and Fibre Channel products, respectively. The estimated remaining cost to complete the IPR&D projects were $106.5 million as of the acquisition date. The fair value of existing and core technology and IPR&D was determined by performing a discounted cash flow analysis using the multi period excess earnings approach. This method includes discounting the projected cash flows associated with each technology over its expected life. Projected cash flows attributable to the existing and core technology and IPR&D were discounted to their present value at a rate commensurate with the perceived risk. The IPR&D will be accounted for as an indefinite-lived intangible asset until the underlying projects are completed or abandoned. The IPR&D will not be amortized until the completion of the related products which is determined by when the underlying projects reached technological feasibility and commence commercial production. Upon completion, the IPR&D will be amortized over its estimated useful life; useful lives for IPR&D are expected to range between 5 to 6 years. The valuation of customer relationships was based on the distributor method, taking into account the profit margin a market participant distributor would obtain in selling QLogic products. The useful lives of customer relationships are estimated based upon customer turnover data and management estimates. Other identifiable intangible assets consisted of tradename and trademark, valued using a relief from royalty. The useful lives of tradename and trademark are expected to correlate to the technology or customer relationships lives. The assumptions used in forecasting cash flows for each of the identified intangible assets included consideration of the following: • Historical performance including sales and profitability. • Business prospects and industry expectations • Estimated economic life of asset • Development of new technologies • Acquisition of new customers and attrition of existing customers • Obsolescence of technology over time Depending on the structure of a particular acquisition, goodwill and identifiable intangible assets may not be deductible for tax purposes. Goodwill recorded in the QLogic acquisition is not expected to be deductible for tax purposes. The factors that contributed to the recognized goodwill with the acquisition of QLogic includes the Company’s belief that the acquisition will create a more diverse semiconductor company with expansive offerings which will enable the Company to expand its product offerings and expected synergies from the combined operations of the Company and QLogic. Dur ing the three and nine months ended September 30, 2016, the Company incurred $12.2 million and $17.4 million, respectively, in acquisition related costs which were recorded in selling, general and administrative expense in the condensed consolidated statements of operations. Supplemental Pro Forma Information The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial operations or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions the Company believe are reasonable under the circumstances. The following supplemental pro forma financial information summarizes the results of operations for the periods presented, as if the acquisition was completed on January 1, 2015. The supplemental pro forma information reports actual operating results, adjusted to include the pro forma effect of certain fair value adjustments for acquired items, such as the amortization of identifiable intangible assets, depreciation of property and equipment and inventories. It also includes pro forma adjustments for share-based compensation expense related to replacement equity awards, interest expense on debt and the related tax effects of the acquisition. In accordance with the pro forma acquisition date, the Company recorded in the three and nine months ended September 30, 2015 supplemental pro forma financial information the cost of goods sold of $7.3 million and $22.5 million, respectively, from the fair value mark-up in acquired inventory and $33.7 million and $41.7 million, respectively, for the acquisition-related transaction costs incurred by the Company and QLogic. Further, the Company recorded in the three and nine months ended September 30, 2015 supplemental pro forma financial information the benefit from income taxes of million due to the partial release of the valuation on deferred tax assets to offset against the net deferred tax liability recorded from the book-tax basis difference as a result of the acquisition. The corresponding adjustments to the supplemental pro forma financial information in the three and nine months ended September 30, 2016 were made for the aforementioned pro forma adjustments to the extent recognized in the respective periods. Net revenue related to sale of products from the acquisition of QLogic contributed approximately 31.0% and 14.0% of the consolidated net revenue for the three and nine months ended September 30, 2016. Post-acquisition income (loss) on a standalone basis are generally impracticable to determine as, on the acquisition date, the Company implemented a plan developed prior to the completion of the acquisition and began to immediately integrate QLogic into the Company’s existing operations, engineering groups, sales distribution networks and management structure. The supplemental pro forma financial information for the periods presented is as follows: Three months ended September 30 Nine months ended September 30 2016 2015 2016 2015 (in thousands, except per share data) Pro forma net revenue $ 210,479 208,417 $ 655,347 661,604 Pro forma net income (loss) (86,527 ) 19,144 (112,580 ) (83,542 ) Pro forma net income (loss) per share, basic $ (1.31 ) $ 0.30 $ (1.71 ) $ (1.31 ) Pro forma net income (loss) per share, diluted (1.31 ) 0.29 (1.71 ) (1.31 ) Xpliant, Inc. Pursuant to the Agreement and Plan of Merger and Reorganization (“the Xpliant merger agreement”) between the Company and Xpliant, a final closing occurred on April 29, 2015 as discussed in detail below. Between May 2012 and March 2015, the Company entered into several note purchase agreements and promissory notes with Xpliant to provide cash advances. Xpliant was a Delaware incorporated and privately held company, engaged in the design and development of next generation software defined network switch chips. Prior to the closing of the merger pursuant to the Xpliant merger agreement, the Company concluded that Xpliant was a VIE as the Company was Xpliant’s primary beneficiary due to the Company’s involvement with Xpliant and the Company’s purchase option to acquire Xpliant. As such, the Company has included the accounts of Xpliant in the condensed consolidated financial statements. The Company had made total cash advances of $85.8 million, consisting of $10.0 million under nine convertible notes which, as amended, matured on August 31, 2014 and $75.8 million under several promissory notes which matured between April 2015 and March 2016. All promissory notes were cancelled as of July 31, 2015. On July 30, 2014, the Company entered into the Xpliant merger agreement, which was amended on October 8, 2014 and March 31, 2015 with Xpliant. Under the terms of the Xpliant merger agreement, as amended, the Company paid approximately $3.6 million in total cash consideration in exchange for all outstanding securities held by Xpliant’s stockholders. Pursuant to the Xpliant merger agreement, as amended, a first closing occurred on March 31, 2015 and the Company paid $2.5 million to Xpliant’s stockholders with respect to approximately 70% of the Xpliant stock outstanding and a second and final closing occurred on April 29, 2015 and the Company paid $1.1 million to Xpliant’s stockholders with respect to the then remaining approximately 30% of the Xpliant stock outstanding. Based on the substance of the transaction, the Company recorded the payments of cash consideration to Xpliant stockholders as a decrease to the Company’s additional paid-in capital within stockholders’ equity. |