Acquisitions (Tables)
|
6 Months Ended |
Apr. 01, 2016 |
| FiBest Limited [Member] |
|
| Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed |
The preliminary allocation of purchase price as of April 1,
2016, is as follows (in thousands):
|
|
|
|
|
| |
|
Six Months
Ended April 1,
2016 |
|
| |
|
Preliminary
Allocation |
|
|
Current assets
|
|
$ |
10,850 |
|
|
Intangible assets
|
|
|
45,650 |
|
|
Other assets
|
|
|
3,334 |
|
|
|
|
|
|
|
Total assets acquired
|
|
|
59,834 |
|
|
|
|
|
|
|
Liabilities assumed:
|
|
|
|
|
|
Debt
|
|
|
11,627 |
|
|
Deferred income taxes
|
|
|
12,932 |
|
|
Other liabilities
|
|
|
3,968 |
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
28,527 |
|
|
|
|
|
|
|
Net assets acquired
|
|
|
31,307 |
|
|
|
|
|
|
|
Consideration:
|
|
|
|
|
|
Cash paid upon closing, net of cash acquired
|
|
|
47,517 |
|
|
|
|
|
|
|
Goodwill
|
|
$ |
16,210 |
|
|
|
|
|
|
|
| Components of Acquired Intangible Assets on a Preliminary Basis |
The components of the acquired intangible assets on a preliminary
basis were as follows (in thousands):
|
|
|
|
|
|
|
| |
|
Amount |
|
|
Useful Lives
(Years) |
|
Developed technology
|
|
$ |
9,400 |
|
|
7 |
|
Customer relationships
|
|
|
36,250 |
|
|
10 |
|
|
|
|
|
|
|
|
|
$ |
45,650 |
|
|
|
|
|
|
|
|
|
|
|
| Summary of Revenue and Earnings |
The following is a summary of FiBest revenue and earnings included
in MACOM’s accompanying condensed consolidated statements of
operations for the three and six months ended months ended
April 1, 2016 (in thousands):
|
|
|
|
|
|
|
|
|
| |
|
Three Months
Ended |
|
|
Six Months
Ended |
|
|
Revenue
|
|
$ |
8,435 |
|
|
$ |
11,105 |
|
|
Loss before income taxes
|
|
|
(1,747 |
) |
|
|
(2,558 |
) |
|
| Summary of Unaudited Supplemental Pro Forma Data |
This pro forma data is presented for informational purposes only
and does not purport to be indicative of our future results of
operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months
Ended |
|
|
Six Months
Ended |
|
| |
|
April 1,
2016 |
|
|
April 3,
2015 |
|
|
April 1,
2016 |
|
|
April 3,
2015 |
|
|
Revenue
|
|
$ |
133,579 |
|
|
$ |
109,763 |
|
|
$ |
256,979 |
|
|
$ |
213,651 |
|
|
Net loss
|
|
|
(11,531 |
) |
|
|
(8,798 |
) |
|
|
(26,785 |
) |
|
|
(19,115 |
) |
|
| Aeroflex/Metelics Inc [Member] |
|
| Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed |
The adjusted allocation of purchase price as of April 1, 2016,
is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Preliminary
Allocation |
|
|
Allocation
Adjustments |
|
|
Adjusted
Allocation |
|
|
Current assets
|
|
$ |
15,250 |
|
|
$ |
(1,835 |
) |
|
|
13,415 |
|
|
Intangible assets
|
|
|
19,700 |
|
|
|
— |
|
|
|
19,700 |
|
|
Other assets
|
|
|
6,249 |
|
|
|
— |
|
|
|
6,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired
|
|
|
41,199 |
|
|
|
(1,835 |
) |
|
|
39,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities assumed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
7,401 |
|
|
|
— |
|
|
|
7,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
7,401 |
|
|
|
— |
|
|
|
7,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired
|
|
|
33,798 |
|
|
|
(1,835 |
) |
|
|
31,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid upon closing, net of cash acquired
|
|
|
38,000 |
|
|
|
— |
|
|
|
38,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$ |
4,202 |
|
|
$ |
1,835 |
|
|
$ |
6,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Components of Acquired Intangible Assets on a Preliminary Basis |
The components of the acquired intangible assets on a preliminary
basis were as follows (in thousands):
|
|
|
|
|
|
|
| |
|
Amount |
|
|
Useful Lives
(Years) |
|
Developed technology
|
|
$ |
1,000 |
|
|
7 |
|
Customer relationships
|
|
|
18,700 |
|
|
10 |
|
|
|
|
|
|
|
|
|
$ |
19,700 |
|
|
|
|
|
|
|
|
|
|
|
| Summary of Revenue and Earnings |
The following is a summary of Metelics revenue and earnings
included in our accompanying condensed consolidated statements of
operations for the three and six months ended April 1, 2016
(in thousands):
|
|
|
|
|
|
|
|
|
| |
|
Three Months
Ended |
|
|
Six Months
Ended |
|
|
Revenue
|
|
$ |
10,345 |
|
|
$ |
12,252 |
|
|
Loss before income taxes
|
|
|
(220 |
) |
|
|
(174 |
) |
|
| Summary of Unaudited Supplemental Pro Forma Data |
This pro forma data is presented for informational purposes only
and does not purport to be indicative of our future results of
operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months
Ended |
|
|
Six Months
Ended |
|
| |
|
April 1,
2016 |
|
|
April 3,
2015 |
|
|
April 1,
2016 |
|
|
April 3,
2015 |
|
|
Revenue
|
|
$ |
133,579 |
|
|
$ |
112,009 |
|
|
$ |
258,189 |
|
|
$ |
219,392 |
|
|
Net loss
|
|
|
(10,119 |
) |
|
|
(7,995 |
) |
|
|
(25,703 |
) |
|
|
(15,748 |
) |
|
| BinOptics Corporation [Member] |
|
| Schedule of Aggregate Purchase Price Allocated to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed |
The final allocation of purchase price as of January 1, 2016,
is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
October 2, 2015
Allocation |
|
|
Allocation
Adjustments |
|
|
January 1, 2016
Adjusted
Allocation |
|
|
|
|
|
|
Current assets
|
|
$ |
23,674 |
|
|
$ |
(1,100 |
) |
|
$ |
22,574 |
|
|
Intangible assets
|
|
|
136,900 |
|
|
|
400 |
|
|
|
137,300 |
|
|
Other assets
|
|
|
9,194 |
|
|
|
— |
|
|
|
9,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired
|
|
|
169,768 |
|
|
|
(700 |
) |
|
|
169,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities assumed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
|
|
|
2,535 |
|
|
|
— |
|
|
|
2,535 |
|
|
Deferred income taxes
|
|
|
33,345 |
|
|
|
99 |
|
|
|
33,444 |
|
|
Other liabilities
|
|
|
13,106 |
|
|
|
— |
|
|
|
13,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
48,986 |
|
|
|
99 |
|
|
|
49,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired
|
|
|
120,782 |
|
|
|
(799 |
) |
|
|
119,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid upon closing, net of cash acquired
|
|
|
208,352 |
|
|
|
— |
|
|
|
208,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$ |
87,570 |
|
|
$ |
799 |
|
|
$ |
88,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Components of Acquired Intangible Assets on a Preliminary Basis |
The components of the acquired intangible assets were as follows
(in thousands):
|
|
|
|
|
|
|
| |
|
Amount |
|
|
Useful Lives
(Years) |
|
Developed technology
|
|
$ |
17,500 |
|
|
7 |
|
Customer relationships
|
|
|
119,800 |
|
|
10 |
|
|
|
|
|
|
|
|
|
$ |
137,300 |
|
|
|
|
|
|
|
|
|
|
|
| Summary of Unaudited Supplemental Pro Forma Data |
This pro forma data is presented as of April 3, 2015 for
informational purposes only and does not purport to be indicative
of our future results of operations.
|
|
|
|
|
|
|
|
|
| |
|
Three Months
Ended |
|
|
Six Months
Ended |
|
| |
|
April 3, 2015 |
|
|
April 3, 2015 |
|
|
Revenue
|
|
$ |
104,387 |
|
|
$ |
237,966 |
|
|
Net loss
|
|
|
(11,387 |
) |
|
|
(14,750 |
) |
|