Acquisitions (Tables)

9 Months Ended

Sep. 30, 2016

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