7. Acquisition

On June 11, 2014, we entered into a stock purchase agreement to acquire all of the outstanding stock of Renesas SP Drivers, Inc., or RSP, a leading provider of small- and medium-sized display driver integrated circuits for smartphones and tablets, or the RSP Acquisition. The RSP Acquisition is intended to accelerate our product roadmap for high-performance, low-cost display integration products, strengthen our relationships with key customers, and create opportunities to drive increased revenue. Effective as of October 1, 2014, or the Closing Date, we completed the RSP Acquisition of 100% of the outstanding capital stock of RSP for an initial purchase price of approximately ¥50.6 billion (or approximately $463 million), with Japanese yen converted into U.S. dollars at the Closing Date conversion rate of 109.4 Japanese yen to U.S. dollar. The purchase price at the closing of the RSP Acquisition was paid entirely in cash, with ¥7.25 billion (or approximately $66 million) held back until the date that is 18 months after the Closing Date to address any post-closing adjustments or claims, or the Indemnification Holdback, and ¥5.25 billion (or approximately $48 million) held back in respect of a potential post-closing working capital, cash balance, indebtedness and transaction expenses adjustments, or the Working Capital Holdback, which is due in the three months ending March 31, 2015. Subsequent to the Closing Date, we determined that additional purchase consideration was due to the sellers and have adjusted the purchase price by $10.9 million. The acquisition date fair value of the consideration transferred is approximately $474 million.

The Working Capital Holdback as adjusted for additional purchase consideration is included in acquisition-related liabilities under current liabilities of the condensed consolidated balance sheet and is expected to be settled in our March 2015 quarter. The Indemnification Holdback is included in acquisition-related liabilities in the long-term liabilities section of the condensed consolidated balance sheet and is expected to be settled in fiscal 2016. The RSP Acquisition has been accounted for as a business combination in the three months ending in December 2014 and results of RSP’s operations have been included in our consolidated financial statements since the Closing Date. Under the stock purchase agreement, RSP entered into an inventory purchase obligation with Renesas Electronics Corporation, or REL, to acquire closing date inventory held by REL. Such inventory purchase obligation was settled in the three months ended December 31, 2014 for approximately $115 million.

Our estimate of the fair values of the acquired intangible assets at December 31, 2014 is preliminary and subject to change and is based on established and accepted valuation techniques performed by our third-party valuation specialists. Additional information, which existed as of the acquisition date but is yet unknown to us, may become known to us during the remainder of the measurement period, which will not exceed 12 months from the acquisition date. Changes to amounts recorded as assets or liabilities will be recorded as retrospective adjustments to the provisional amounts recognized as of the acquisition date and may result in a corresponding adjustment to goodwill.

The following table summarizes the provisional amounts recorded for the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):


Cash	$	54,705
Short-term deposit		36,614
Accounts receivable		140,210
Current deferred tax asset		2,762
Inventory		6,296
Property and equipment		11,674
Acquired intangible assets		250,600
Other assets		4,002

Total identifiable assets acquired		506,863
Accounts payable		66,544
Income taxes payable		32,534
Deferred tax liability		59,516
Other accrued liabilities		28,032

Net identifiable assets acquired		320,237
Goodwill		153,413

Net assets acquired	$	473,650

Of the $250.6 million of acquired intangible assets, $138.6 million was allocated to developed technology and will amortize over an estimated weighted average useful life of 5 years; $60.2 million was allocated to customer relationships and will be amortized over estimated useful lives of 2 to 3 years; $21.5 million was allocated to a supplier arrangement and will be amortized over an estimated useful life of less than 1 year; $11.0 million was allocated to backlog and will be amortized over an estimated useful life of less than 1 year; and $19.4 million was allocated to in-process research and development and will be amortized over an estimated useful life to be determined at the date the underlying projects are deemed to be substantively complete. Developed technology consists of established small- and medium-sized display driver technology designed for and sold into the smartphone and tablet markets. We preliminarily estimated the fair value of the identified intangible assets using a discounted cash flow model for each of the underlying identified intangible assets. These fair value measurements were based on significant inputs not observable in the market and thus represent a Level 3 measurement. Key assumptions include the level and timing of expected future cash flows, conditions and demands specific to each intangible asset over its remaining useful life, and discount rates we believe to be consistent with the inherent risks associated with each type of asset, which range from 9% to 14%. The fair value of these intangible assets is primarily affected by the projected income and the anticipated timing of the projected income associated with each intangible asset coupled with the discount rates used to derive their estimated present values. We believe the level and timing of expected future cash flows appropriately reflects market participant assumptions.

The value of goodwill reflects the anticipated synergies of the combined operations and workforce of RSP as of the acquisition date.

None of the goodwill is expected to be deductible for income tax purposes. Prior to the RSP Acquisition, we did not have an existing relationship or transactions with RSP. The condensed consolidated financial statements include approximately $238.6 million of revenue and approximately $16.5 million of operating income from RSP from the Closing Date through December 31, 2014.

The following unaudited pro forma financial information presents the combined results of operations for us and RSP as if the RSP Acquisition had occurred on June 30, 2013. The unaudited pro forma financial information has been prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the RSP Acquisition actually taken place on June 30, 2013, and should not be taken as indicative of future consolidated operating results. Additionally, the unaudited pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisition.


	Three Months Ended December 31,				Six Months Ended December 31,
	2014		2013		2014		2013
	(in thousands, except per share data)
Revenue	$	463,705	$	399,301	$	957,407	$	808,704
Net income		39,612		35,466		82,054		73,313
Net income per share - diluted		1.04		0.98		2.11		2.06

Pro forma adjustments used to arrive at pro forma net income for the three and six months ended December 31, 2014 and December 31, 2013, were as follows (in thousands):


	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2014			2013			2014			2013
Buyer transaction costs	$	3,000		$	18		$	4,300		$	18
Amortization of debt issuance costs		—			(250	)		(250	)		(500	)
Interest expense		—			(1,561	)		(2,852	)		(2,828	)
Intangible amortization		26,000			(19,319	)		13,131			(58,188	)
Income tax adjustment		(9,360	)		6,955			(4,727	)		20,948

Total	$	19,640		$	(14,157	)	$	9,602		$	(40,550	)