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Acquisitions (Tables) | 9 Months Ended
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Sep. 30, 2016
Newport [Member] |
Summary of Purchase Price | The purchase price of Newport consisted of the following:
Cash paid for outstanding shares (1) |  | $ | 905,254 |
Settlement of share-based compensation awards (2) |  |  | 8,824 |
Cash paid for Newport debt (3) |  |  | 93,200 |
Total purchase price |  | $ | 1,007,278 |
Less: Cash and cash equivalents acquired |  |  | (61,463 | )
Total purchase price, net of cash and cash equivalents acquired |  | $ | 945,815 |
(1) | Represents cash paid of $23.00 per share for approximately 39,359,000 shares of Newport common stock, without interest and subject to a deduction for any required withholding tax.
(2) | Represents the vested but not issued portion of Newport share-based compensation awards as of the acquisition date of April 29, 2016.
(3) | Represents the cash paid for the outstanding balance of Newport’s senior secured revolving credit agreement.
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the preliminary purchase price to the fair values assigned to assets acquired and liabilities assumed at the date of the Newport Merger:
Current assets (including cash) |  | $ | 185,155 |
Inventory |  |  | 142,714 |
Intangible assets |  |  | 399,806 |
Goodwill |  |  | 396,216 |
Property, plant and equipment |  |  | 119,932 |
Long-term assets |  |  | 22,725 |
Total assets acquired |  |  | 1,266,548 |
Current liabilities |  |  | 98,458 |
Other long-term liabilities |  |  | 160,812 |
Total liabilities assumed |  |  | 259,270 |
Fair value of assets acquired and liabilities assumed |  |  | 1,007,278 |
Less: Cash and cash equivalents acquired |  |  | (61,463 | )
Total purchase price, net of cash and cash equivalents acquired |  | $ | 945,815 |
Allocation of Acquired Intangible Assets and Related Estimates of Useful Lives | The following table reflects the allocation of the acquired intangible assets and liabilities and related estimate of useful lives:
Order backlog |  | $ | 12,100 |  |  |  | 1 year |
Customer relationships |  |  | 243,093 |  |  |  | 6-18 years |
Trademarks and trade names |  |  | 55,900 |  |  |  | Indefinite |
Developed technology |  |  | 75,386 |  |  |  | 4-8 years |
In-process research and development |  |  | 6,899 |  |  |  | Undefined | (1)
Leasehold interest, net(2) |  |  | 2,126 |  |  |  | 4-5 years |
Total |  | $ | 395,504 |  |  |  |  |
(1) | The useful lives of in-process research and development will be defined in the future upon further evaluation of the status of these programs.
(2) | Leasehold interest is comprised of a favorable leasehold asset of $6,428 and an unfavorable leasehold liability of $4,302.
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information presents the combined results of operations of the Company as if the Newport Merger had occurred on January 1, 2015. The unaudited pro forma financial information is not necessarily indicative of what the Company’s condensed consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company.
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2016 |  |  | 2015 |  |  | 2016 |  |  | 2015 |
Total net revenues |  | $ | 380,660 |  |  | $ | 355,955 |  |  | $ | 1,070,471 |  |  | $ | 1,090,641 |
Net income |  | $ | 35,915 |  |  | $ | 23,725 |  |  | $ | 65,313 |  |  | $ | 48,239 |
Net income per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.67 |  |  | $ | 0.45 |  |  | $ | 1.22 |  |  | $ | 0.90 |
Diluted |  | $ | 0.66 |  |  | $ | 0.44 |  |  | $ | 1.21 |  |  | $ | 0.90 |
Precisive, LLC [Member] |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the Precisive acquisition:
Current assets |  | $ | 693 |
Non-current assets |  |  | 18 |
Intangible assets |  |  | 5,110 |
Goodwill |  |  | 7,042 |
Total assets acquired |  |  | 12,863 |
Total current liabilities assumed |  |  | (343 | )
Fair value of assets acquired and liabilities assumed |  |  | 12,520 |
Less: cash acquired |  |  | (435 | )
Total purchase price, net of cash acquired |  | $ | 12,085 |
Allocation of Acquired Intangible Assets and Related Estimates of Useful Lives | Substantially all of the purchase price is deductible for tax purposes. The following table reflects the allocation of the acquired intangible assets and related estimates of useful lives. These acquired intangibles will be amortized on a straight-line basis, which approximates the pattern of use.
Order backlog |  | $ | 50 |  |  |  | 18 months |
Customer relationships |  |  | 1,430 |  |  |  | 8 years |
Exclusive patent license |  |  | 2,600 |  |  |  | 10 years |
Trade names |  |  | 210 |  |  |  | 10 years |
Developed technology |  |  | 820 |  |  |  | 10 years |
Total |  | $ | 5,110 |  |  |  |  |

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