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Acquisition and Divestiture (Tables) | 12 Months Ended
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Jan. 28, 2024
Business Combination and Asset Acquisition [Abstract] |
Allocation of total purchase price | The purchase price consideration was as follows:
(in thousands) | January 29, 2023
Cash consideration paid to common shareholders | $ | 1,213,091 |
Cash consideration paid to holders of Sierra Wireless equity compensation awards (1) | 37,669 |
Total cash consideration paid to selling equity holders | $ | 1,250,760 |
Sierra Wireless debt settled at close | 58,791 |
Total purchase price consideration | $ | 1,309,551 |
(1) Consideration for Sierra Wireless equity compensation awards consisted of $37.7 million paid for the pre-combination portion of unvested equity awards that were accelerated as part of the Arrangement Agreement. The fair value of the unvested equity awards attributable to the post-combination period of $45.7 million is included in the Company's Statements of Operations for the fiscal year ended January 29, 2023.
(in thousands) | Amounts recognized as of Acquisition Date (as initially reported) |  | Measurement period adjustments |  | 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 |  |  | 285 |  |  | 22,880 |
Other assets | 14,878 |  |  | — |  |  | 14,878 |
Liabilities: |  |  |  |  |
Accounts payable | 50,413 |  |  | 210 |  |  | 50,623 |
Accrued liabilities | 148,654 |  |  | 26,232 |  |  | 174,886 |
Deferred tax liabilities | 4,824 |  |  | 350 |  |  | 5,174 |
Other long-term liabilities | 32,785 |  |  | (2,106) |  |  | 30,679 |
Net assets acquired, excluding goodwill | $ | 309,360 |  |  | $ | (23,925) |  |  | 285,435 |
Goodwill | $ | 931,397 |  |  | $ | 23,925 |  |  | $ | 955,322 |
The Company recognized $74.5 million of acquisition-related costs that were expensed in the Statements of Operations in fiscal year 2023 as follows:
(in thousands) | Share-based compensation acceleration expense |  | Other acquisition costs expensed |  | Total
Cost of sales | $ | 802 |  |  | $ | — |  |  | $ | 802 |
Selling, general and administrative | 33,937 |  |  | 28,798 |  |  | $ | 62,735 |
Product development and engineering | 11,010 |  |  | — |  |  | $ | 11,010 |
Total acquisition costs expensed | $ | 45,749 |  |  | $ | 28,798 |  |  | $ | 74,547 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | A summary of the purchase price allocation to amortizable intangible assets is as follows:
(in thousands) |  | Estimated Useful Life |  | January 12, 2023 |
Amortizable intangible assets: |  |  |  |  |
Developed technology |  | 1-6 years |  | $ | 152,780 |  |
Customer relationships |  | 2-10 years |  | 53,000 |  |
Trade name |  | 2-10 years |  | 9,000 |  |
Total amortizable intangible assets |  |  |  | $ | 214,780 |  |
Business Acquisition, Pro Forma Information | The following table provides a summary of the pro forma unaudited consolidated results of operations of Sierra Wireless as if the Sierra Wireless Acquisition had been completed on February 1, 2021 (the first day of fiscal year 2022):
|  | Fiscal Year Ended
|  | January 29, 2023 |  | January 30, 2022
(in thousands) |  | (unaudited) |  | (unaudited)
Total revenues |  | $ | 1,415,721 |  |  | $ | 1,214,067 |
Net (loss) income |  | 22,174 |  |  | (144,342) |

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