Business Combinations | BUSINESS COMBINATIONS DTS, Inc. On December 1, 2016, the Company completed its acquisition of DTS, Inc. ("DTS"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 19, 2016, among Tessera Technologies, Inc. (“Tessera”), DTS, the Company, Tempe Merger Sub Corporation (“Parent Merger Sub”) and Arizona Merger Sub Corporation (“Company Merger Sub,” and together with Parent Merger Sub, the “Merger Subs”). On December 1, 2016, Tessera implemented a holding company reorganization whereby Parent Merger Sub merged with and into Tessera (the “Parent Merger”), with Tessera as the surviving corporation, and thereafter Company Merger Sub merged with and into DTS (the “Company Merger” and, together with the Parent Merger, the “Mergers”), with DTS as the surviving corporation. As a result of the Mergers, both DTS and Tessera became wholly owned subsidiaries of the Company. Following the Parent Merger, the Company became the successor issuer to Tessera, a Delaware corporation, pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended. DTS is a premier audio technology solutions provider for high-definition entertainment experiences. DTS's audio solutions are designed to enable recording, delivery and playback of simple, personalized, and immersive high-definition audio and are incorporated by hundreds of licensee customers around the world into an array of consumer electronics devices, including televisions, personal computers, smartphones, tablets, automotive audio systems, digital media players, set-top-boxes, soundbars, wireless speakers, video game consoles, Blu-ray Disc players, audio/video receivers, DVD-based products, and home theater systems. The Company expects the transaction to combine DTS's advanced audio technologies with the Company's existing complementary products, technologies, customer channels and intellectual property assets to enable the creation of an expanded, integrated platform to invent the future of smart sight and sound. At the effective time of the Parent Merger, each share of Tessera common stock was converted into an equivalent corresponding share of Company common stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Tessera common stock being converted. Accordingly, upon consummation of the Parent Merger, Tessera’s stockholders immediately prior to the consummation of the Parent Merger became stockholders of the Company. The stockholders of Tessera will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares in the Parent Merger. The Parent Merger was conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of Tessera common stock occurred automatically without an exchange of stock certificates. After the Parent Merger, unless exchanged, stock certificates that previously represented shares of Tessera common stock now represent the same number of shares of Company common stock. At the effective time of the Company Merger: (i) each outstanding share of DTS common stock was converted into the right to receive $42.50 in cash; (ii) each then outstanding, in-the-money, vested option to purchase shares of DTS common stock was canceled, and the holder of such option was entitled to receive cash equal to $42.50 less the exercise price of each option multiplied by the number of options outstanding less applicable taxes; (iii) each then outstanding vested DTS restricted stock unit award was canceled, and the holder of such restricted stock unit award was entitled to receive cash equal to $42.50 per unit outstanding less applicable taxes; and (iv) each then outstanding DTS performance-based restricted stock unit award (treating for this purpose any performance-based vesting condition to which such DTS performance-based restricted stock unit award was subject as of the effective time of the acquisition as having been attained at the “target level”) became fully vested and canceled, and the holder of such performance-based restricted stock unit award was entitled to receive cash equal to $42.50 per unit outstanding less applicable taxes. In addition, at the effective time of the acquisition: (i) each then outstanding, out-of-the-money, vested or unvested option and each then outstanding, in-the-money, unvested option to purchase shares of DTS common stock was assumed by the Company and converted into an option to purchase shares of the Company's common stock pursuant to the exchange ratio set forth in the Merger Agreement; and (ii) each then outstanding unvested DTS restricted stock unit award was assumed by the Company and converted into restricted stock unit award of the Company pursuant to the exchange ratio set forth in the Merger Agreement, in each case with substantially the same terms and conditions as applied to such DTS equity award immediately prior to the effective time of the acquisition. Merger Consideration The Company funded the acquisition with a combination of cash and investments and debt proceeds from the new Credit Agreement (see Note 10 - " Debt" for additional information). The aggregate consideration for the acquisition consisted of the following (in thousands): Cash paid for outstanding DTS common stock $ 764,331 Cash paid for payoff of existing DTS debt 128,855 Cash paid for vested DTS equity awards 48,395 Fair value of assumed DTS equity awards relating to pre-acquisition services 13,124 Aggregate purchase price $ 954,705 Preliminary Purchase Price Allocation The acquisition was accounted for under the acquisition method of accounting. The preliminary allocation of the purchase price, which was based on preliminary estimates and valuations of management, was (in thousands): Estimated Useful Life (years) Estimated Fair Value Cash and cash equivalents $ 53,377 Accounts receivable 27,114 Unbilled contracts receivable, short-term 52,845 Other current assets 5,269 Prepaid income taxes 3,278 Property and equipment 33,573 Goodwill 372,827 Identifiable intangible assets: Customer contracts and related relationships 3-7 281,569 Developed technology 5-6 143,639 Trademarks and tradenames 8 38,483 Noncompete agreements 1 2,231 In-process research and development (IPR&D) 3,156 Total identifiable intangible assets 469,078 Long-term deferred tax assets 637 Unbilled contracts receivable, long-term 12,464 Other assets 4,423 Accounts payable (4,006 ) Accrued liabilities (19,727 ) Deferred revenue (561 ) Income taxes payable (727 ) Long-term deferred tax liabilities (39,822 ) Other long-term liabilities (15,337 ) Aggregate purchase price $ 954,705 Customer contracts and related relationships represent existing contracts and relationships with customers or service providers in the home, automobile and mobile markets, broadcast equipment manufacturers and radio broadcasters, content distributors, and others. Developed technology relates to the underlying DTS audio and HD Radio technology solutions and existing features that have reached technological feasibility. Tradenames are primarily related to various DTS and HD Radio consumer brand names. The discount rate utilized to value these intangible assets was 14.0% . IPR&D represents assets that are currently being developed and have not yet been completed or fully commercialized. The discount rate utilized to value IPR&D was 14.5% , which reflects higher technological and operational risk associated with IPR&D assets. The Company will test these intangible assets for impairment in accordance with its policy in Note 2 - " Summary of Significant Accounting Policies. " The fair values of the customer contracts and related relationships were determined using the multi-period excess earnings and replacement cost methods. The fair values of the developed technology, tradenames and IPR&D were determined using the relief-from-royalty method. The discount rate was determined after consideration of the overall enterprise rate of return and the relative risk and importance of the assets to the generation of future cash flows. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets, and it includes the value of synergies, such as anticipated reduced operating costs, between DTS and the Company and the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. All of the goodwill from the acquisition is assigned to the Company's Product Licensing reporting unit. None of the goodwill recognized upon the acquisition is deductible for tax purposes. Certain amounts of assets and liabilities recorded in the preliminary purchase price allocation above are provisional and are subject to certain working capital and other adjustments, which could potentially be material. The Company has not yet obtained all available information necessary to finalize the measurement of all assets and liabilities acquired. The measurement of unbilled contracts receivable remains provisional, as the Company has not yet obtained all the necessary information to determine the final amounts of cash collected from customers that relate to products manufactured prior to December 1, 2016. The measurement of acquired deferred income taxes has not been finalized as the Company is currently in the process of obtaining the necessary information to complete the analysis related to certain acquired tax attributes. In addition, the Company is waiting on information related to certain pre-acquisition income tax filing positions of DTS that will assist the Company in finalizing the amounts to record for the acquired deferred income taxes. The Company is also waiting on information to assist the Company in finalizing the recording of any assumed uncertain income tax positions. The final allocation of the purchase price is expected to be completed as soon as practicable, but no later than one year from the date of acquisition. Certain cash collections from licensing arrangements acquired from DTS received or expected to be received subsequent to the acquisition date of December 1, 2016 resulted from products manufactured or sold prior to December 1, 2016. The related customer reporting is typically not received until the quarter after manufacture or sale. Due to the application of the acquisition method of accounting, the Company recorded an estimated unbilled contract receivable of $25.3 million in the purchase price allocation, representing the estimate of revenue earned prior to December 1, 2016 that is expected to be reported and paid subsequent to December 1, 2016. This amount was recorded based on initial estimates, and is subject to change once the Company receives all customer royalty reports relating to manufacturing or sales activity prior to December 1, 2016. Under existing minimum guarantee arrangements acquired from DTS, there were approximately $41.7 million of unbilled remaining payments expected to be collected subsequent to the acquisition date, with a vast majority of payments expected to be collected by the end of 2018. Under the acquisition method of purchase accounting, the Company calculated the fair value of these remaining payments to be $40.0 million , and recorded this amount as acquired receivables in the purchase price allocation. Future collections under these contracts will be recorded as a reduction to unbilled contract receivables. Transaction costs to consummate the Mergers, primarily adviser and legal fees, were recognized separately from the business combination and totaled $11.1 million , which is reflected in selling, general and administrative expense on the consolidated statement of operations for the year ended December 31, 2016. In connection with the Mergers, the Company assumed unvested DTS equity awards with a fair value of $45.4 million , of which $13.1 million related to pre-acquisition services and was included in the purchase price, and $32.3 million related to post-acquisition services. The fair value relating to post-acquisition services will be amortized as stock-based compensation expense over the remaining service period for each award. For the year ended December 31, 2016, the Company recognized $4.9 million and $1.7 million in selling, general and administrative and research and development expense, respectively, associated with the unvested DTS equity awards assumed. The fair value of the assumed unvested DTS equity awards was calculated using the same method used to calculate the fair value of all of the Company's stock awards discussed in Note 2 - " Summary of Significant Accounting Policies ." Supplemental Pro Forma Information The following unaudited pro forma financial information assumes the companies were combined as of January 1, 2015 and includes the impact of purchase accounting and other material nonrecurring adjustments directly attributable to the acquisition. The unaudited pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2015, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if DTS had been included in the Company's consolidated statements of operations as of January 1, 2015 (unaudited, in thousands): Revenue Earnings Actual for the year ended December 31, 2015 $ 273,300 $ 117,016 Actual for the year ended December 31, 2016 $ 259,565 (1) $ 56,089 (1) Supplemental pro forma for the year ended December 31, 2015 (unaudited) $ 358,911 (2) $ (38,139 ) (2)(3)(4) Supplemental pro forma for the year ended December 31, 2016 (unaudited) $ 434,971 (2) $ 17 (2)(3)(4) (1) Unless otherwise stated, the Company's financial results for 2016 include DTS from December 1, 2016 to December 31, 2016. Revenue recognized from licensing agreements acquired from DTS amounted to $0.2 million for the year ended December 31, 2016. Earnings of DTS included in the consolidated statement of operations for the year ended December 31, 2016 was a loss of $22.7 million . (2) Reflects estimated reduction to historical combined revenue of $52.6 million and $12.6 million for 2015 and 2016, respectively, primarily relating to the estimated impact of purchase accounting on acquired minimum guarantee arrangements and per-unit royalties associated with licensee products manufactured or sold prior to January 1, 2015. (3) Reflects the following pro forma adjustments to historical combined expenses (unaudited, in thousands): 2015 2016 Estimated increase in combined amortization and depreciation expense due to acquired intangible assets and property and equipment measured at fair value $ 75,975 $ 59,092 Estimated increase in combined stock-based compensation expense due to assumed DTS equity awards measured at fair value $ 6,888 $ 4,781 Estimated increase in combined interest and other expense, net due to estimated increase in interest expense (and amortization of debt issuance costs) from new debt obtained to finance the Transaction and estimated lower interest income from lower investment holdings $ 28,964 $ 24,806 Elimination of Tessera and DTS non-recurring transaction costs reflected in historical results $ — $ (27,900 ) Estimated increase (decrease) to combined expense for non-recurring employee-related costs resulting from the acquisition, including severance and retention bonus expense $ 21,100 $ (3,436 ) (4) The tax effects of the pro forma adjustments are estimated using a weighted-average statutory tax rate of 23% . Ziptronix On August 27, 2015, the Company completed its acquisition of Ziptronix, Inc. (“Ziptronix”) for approximately $39 million in cash, net of $1.5 million in working capital (which includes $1.9 million in cash) acquired. Approximately $0.7 million of the consideration was withheld until certain employees complete the term of their employment obligations. The acquisition expands the Company's existing advanced packaging capabilities by adding a low-temperature wafer bonding technology platform that will accelerate delivery of 2.5D and 3D-IC solutions to semiconductor industry customers. Ziptronix’s patented ZiBond® direct bonding and DBI® hybrid bonding technologies deliver scalable, low total cost-of-ownership manufacturing solutions for 3D stacking. Ziptronix’s intellectual property has been licensed to Sony Corporation for volume production of CMOS image sensors. Ziptronix’s technology is also relevant to next-generation stacked memory, 2.5D FPGAs, RF Front-End and MEMS devices, among other semiconductor applications. The significant future market opportunity for the Company to own Ziptronix contributed to a purchase price in excess of the fair value of the underlying net assets and identified intangible assets acquired from Ziptronix and, as a result, the Company has recorded goodwill in connection with this transaction. The business combination transaction was accounted for using the acquisition method of accounting. Purchase Price Allocation In accordance with the accounting guidance on business combinations, the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Based upon the fair values acquired, the purchase price allocation is as follows (in thousands): Estimated Useful Life (Years) Net tangible assets and liabilities: Unbilled contract asset $ 3,380 Deferred tax assets and liabilities, net (7,671 ) (1 ) Other accrued liabilities (385 ) $ (4,676 ) Identified intangible assets: Patents/existing technology $ 32,300 5-8 Trade name 1,300 8 Customer relationships 1,600 2 Goodwill 8,037 (2) N/A $ 43,237 Total purchase price $ 38,561 (1) The $7.7 million of deferred tax assets and liabilities, net is the anticipated tax effect from the amortization of identified intangible assets acquired, net of tax benefits from operating losses the Company expects to utilize. (2) The Company does not anticipate that any of this goodwill will be deductible for tax purposes. The following unaudited pro forma financial information assumes the companies were combined as of January 1, 2014. The unaudited pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2014, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if Ziptronix had been included in the Company's consolidated statements of operations as of January 1, 2014 (unaudited, in thousands): Revenue Earnings Actual for the year ended December 31, 2014 $ 278,807 $ 170,454 Actual for the year ended December 31, 2015 $ 273,300 $ 117,016 Supplemental pro forma for the year ended December 31, 2014 (unaudited) $ 282,637 $ 167,165 (1) Supplemental pro forma for the year ended December 31, 2015 (unaudited) $ 304,615 (3) $ 137,595 (1) (2) (3) (1) Includes $5.6 million in pre-tax amortization costs related to the intangible assets acquired. (2) Excludes $3.1 million in acquisition related costs, primarily financial advisor fees and contract settlement costs incurred by Ziptronix in connection with the acquisition. (3) Almost all of the revenue and earnings related to Ziptronix in this period is the result of one -time license fee payments during the three months ended March 31, 2015 (unaudited). |