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Acquisition | 6 Months Ended
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Jul. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisition | Acquisition and Divestiture Acquisition of Sierra Wireless, Inc. On January 12, 2023 (the "Acquisition Date"), the Company completed the acquisition of all of the issued and outstanding common shares of Sierra Wireless, Inc. ("Sierra Wireless") in an all-cash transaction representing a total purchase consideration of approximately $1.3 billion (the "Sierra Wireless Acquisition"). The results of operations of Sierra Wireless have been included in the Statements of Operations since the Acquisition Date. The transaction was accounted for as a business combination in accordance with Accounting Standards Codification ("ASC") 805, "Business Combinations." The purchase price allocation for the Sierra Wireless Acquisition is preliminary. The Company made an initial allocation of the purchase price at the Acquisition Date based upon its understanding of the fair value of the acquired assets and assumed liabilities based on the information that was currently available. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. In the fourth quarter of fiscal year 2023, a preliminary goodwill balance of $931.4 million was recognized for the excess of the consideration transferred over the net assets acquired and represented the expected revenue and cost synergies of the combined company and assembled workforce. In the six months ended July 30, 2023, the Company finalized measurement period adjustments related to identifiable intangible assets, inventories, property, plant, and equipment and other assets and liabilities, which have been recorded to reflect facts and circumstances that existed as of the Acquisition Date. These adjustments increased the preliminary goodwill balance by $21.7 million to $953.1 million. The amounts assigned to certain legal matters and income and non-income based taxes remain preliminary, are subject to adjustment and will be finalized within the measurement period (not to exceed one year from the Acquisition Date). In the six months ended July 30, 2023, the Company also finalized its determination of the reporting units related to the Sierra Wireless Acquisition and completed a preliminary allocation of the goodwill balance to these reporting units. See Note 8, Goodwill and Intangible Assets, for additional information. The following table presents the preliminary estimated fair values of assets and liabilities assumed on the Acquisition Date based on valuations and management's estimates:
(in thousands) | Amounts recognized as of Acquisition Date (as initially reported) |  | Measurement period adjustment |  | Amounts recognized as of Acquisition Date (as adjusted)
Total purchase price consideration, net of cash acquired $68,794 | $ | 1,240,757 |  |  |  |  | $ | 1,240,757 |
Assets: |  |  |  |  | — |
Accounts receivable, net | 92,633 |  |  | — |  |  | 92,633 |
Inventories | 96,339 |  |  | (1,899) |  |  | 94,440 |
Other current assets | 72,724 |  |  | 5,003 |  |  | 77,727 |
Property, plant and equipment | 29,086 |  |  | (2,628) |  |  | 26,458 |
Intangible assets | 214,780 |  |  | — |  |  | 214,780 |
Prepaid taxes | 3,001 |  |  | — |  |  | 3,001 |
Deferred tax assets | 22,595 |  |  | 677 |  |  | 23,272 |
Other assets | 14,878 |  |  | — |  |  | 14,878 |
Liabilities: |  |  |  |  | — |
Accounts payable | 50,413 |  |  | 210 |  |  | 50,623 |
Accrued liabilities | 148,654 |  |  | 24,644 |  |  | 173,298 |
Deferred tax liabilities | 4,824 |  |  | 64 |  |  | 4,888 |
Other long-term liabilities | 32,785 |  |  | (2,106) |  |  | 30,679 |
Net assets acquired, excluding goodwill | $ | 309,360 |  |  | $ | (21,659) |  |  | $ | 287,701 |
Goodwill | $ | 931,397 |  |  | $ | 21,659 |  |  | $ | 953,056 |
See Note 8, Goodwill and Intangible Assets, for additional information about goodwill impairments recorded in the three and six months ended July 30, 2023 related to the Sierra Wireless Acquisition. The following table provides a summary of the pro forma unaudited consolidated results of operations as if the Sierra Wireless Acquisition had been completed on February 1, 2021 (the first day of fiscal year 2022):
|  | Three Months Ended |  | Six Months Ended
|  | July 31, 2022 |  | July 31, 2022
(in thousands) |  | (unaudited) |  | (unaudited)
Total revenues |  | $ | 397,205 |  |  | $ | 772,311 |
Net loss |  | $ | 38,444 |  |  | 39,404 |
The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated at the beginning of the period presented nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma information does not include any adjustments for any restructuring activities, operating efficiencies or cost savings. The Company ends its fiscal year on the last Sunday in January. Prior to the transaction, Sierra Wireless's fiscal year ended on December 31. To comply with SEC rules and regulations for companies with different fiscal year ends, the pro forma combined financial information has been prepared utilizing periods that differ by up to a month. Divestiture On May 3, 2022, the Company completed the divestiture of its high reliability discrete diodes and assemblies business (the “Disposal Group”) to Micross Components, Inc. for $26.8 million, net of cash disposed, in an all-cash transaction. The divestiture resulted in a gain of $18.0 million for both the three and six months ended July 31, 2022, which was recorded in "Gain on sale of business" in the Statements of Operations. As a result of the transaction, the Company disposed of $0.8 million of goodwill based on the relative fair value of the Disposal Group and the portion of the applicable reporting unit that was retained. The estimated fair value of the Disposal Group less estimated costs to sell exceeded its carrying amount as of the transaction date. As the sale of the Disposal Group was not considered a strategic shift that would have a major effect on the Company’s operations or financial results, it was not reported as discontinued operations.

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