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Business Combinations (Tables)
12 Months Ended
Jun. 30, 2018
Summary of Unaudited Pro Forma Financial Information

The following table summarizes the unaudited pro forma financial information (in thousands, except per share amounts):

 

Year Ended

 

 

June 30,

2018

 

 

June 30,

2017

 

Net revenues

$

1,076,988

 

 

$

1,205,696

 

Net loss

$

(27,007

)

 

$

(143,835

)

Net loss per share - basic

$

(0.24

)

 

$

(1.33

)

Net loss per share - diluted

$

(0.24

)

 

$

(1.33

)

Shares used in per share calculation - basic

 

114,221

 

 

 

108,273

 

Shares used in per share calculation - diluted

 

114,221

 

 

 

108,273

 

 

Data Center Business  
Components of Aggregate Estimated Purchase Consideration

The components of aggregate estimated purchase consideration are as follows (in thousands):

Estimated purchase consideration

October 27,

2017

 

Cash paid to sellers at closing

$

23,000

 

Deferred payments

 

18,430

 

Contingent consideration

 

34,100

 

Working capital adjustment

 

6,534

 

Replacement of stock-based awards

 

2,273

 

Aggregate estimated purchase consideration

$

84,337

 

 

Summary of Final Allocation of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed

The purchase price allocation as of the Data Center Business Closing Date is set forth in the table below and reflects fair values. The fair values were determined through established and generally accepted valuation techniques, including work performed by third-party valuation specialists.  All valuations were considered finalized as of June 30, 2018 (in thousands):

 

Preliminary Allocation as of

October 28, 2017

 

 

Adjustments

 

 

Final Allocation as of

June 30, 2018

 

Accounts receivables

$

33,488

 

 

$

 

 

$

33,488

 

Inventories

 

19,973

 

 

 

(39

)

(a)

 

19,934

 

Prepaid expenses and other current assets

 

988

 

 

 

 

 

 

988

 

Property and equipment

 

29,160

 

 

 

(10,222

)

(b)

 

18,938

 

Other assets

 

4,734

 

 

 

 

 

 

4,734

 

Accounts payable and accrued expenses

 

(15,850

)

 

 

(644

)

(c)

 

(16,494

)

Deferred revenue

 

(33,519

)

 

 

494

 

(d)

 

(33,025

)

Net tangible assets acquired

 

38,974

 

 

 

(10,411

)

 

 

28,563

 

Identifiable intangible assets

 

28,600

 

 

 

4,200

 

(e)

 

32,800

 

Goodwill

 

16,763

 

 

 

6,211

 

 

 

22,974

 

Total intangible assets acquired

 

45,363

 

 

 

10,411

 

 

 

55,774

 

Total net assets acquired

$

84,337

 

 

$

 

 

$

84,337

 

The changes during the measurement period in the table above include: a) finalization of the fair value of existing inventories as of the acquisition date, b) finalization of valuation of assets acquired with limited future use as of the acquisition date, c) identification of additional unpaid invoices existing as of the acquisition date, d) finalization of future cash flows related to deferred revenue contracts and, e) finalization of adjustments to discount rate and future cash flows.  

Schedule of Identifiable Intangible Assets Acquired as Part of Acquisition

The following table presents details of the identifiable intangible assets acquired as part of the acquisition (dollars in thousands):

Intangible Assets

 

Estimated Useful Life

(in years)

 

 

Amount

 

Developed technology

 

2 - 4

 

 

$

26,000

 

Customer relationships

 

 

4

 

 

 

5,400

 

Trade names

 

 

4

 

 

 

1,400

 

Total identifiable intangible assets

 

 

 

 

 

$

32,800

 

 

Campus Fabric Business  
Summary of Final Allocation of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed

The following table below summarizes the final allocation as of June 30, 2018 of the tangible and identifiable intangible assets acquired and liabilities assumed (in thousands):

 

Preliminary Allocation as of

July 14, 2017

 

 

Adjustments

 

 

Final Allocation as of

June 30, 2018

 

Accounts receivables

$

18,112

 

 

$

1,415

 

(a)

$

19,527

 

Inventories

 

16,605

 

 

 

(2,440

)

(g)(h)(k)

 

14,165

 

Prepaid expenses and other current assets

 

673

 

 

 

(433

)

(b)

 

240

 

Property and equipment

 

3,768

 

 

 

1,638

 

(c)

 

5,406

 

Other assets

 

2,568

 

 

 

4,441

 

(d)(h)

 

7,009

 

Accounts payable and accrued expenses

 

(29,716

)

 

 

(1,954

)

(e)(i)(j)

 

(31,670

)

Deferred revenue

 

(10,214

)

 

 

1,220

 

(d)(i)

 

(8,994

)

Other long-term liabilities

 

(6,608

)

 

 

759

 

(j)

 

(5,849

)

Net tangible assets acquired

 

(4,812

)

 

 

4,646

 

 

 

(166

)

Identifiable intangible assets

 

44,000

 

 

 

(2,700

)

(f)

 

41,300

 

In-process research and development

 

2,300

 

 

 

100

 

(f)

 

2,400

 

Goodwill

 

38,338

 

 

 

(2,446

)

 

 

35,892

 

Total intangible assets acquired

 

84,638

 

 

 

(5,046

)

 

 

79,592

 

Total net assets acquired

$

79,826

 

 

$

(400

)

 

$

79,426

 

Adjustments to the preliminary allocation as of the Closing Date through the final allocation during the measurement period as reflected in the table above include: a) identification of additional accounts receivable that existed as of the acquisition date, b) additional information on existing prepaid expenses as of the acquisition date, c) identification of additional property and equipment, d) adjustment to future cash flows of remaining performance obligations of certain customer contracts as of the acquisition date, e) identification of additional unpaid invoices as of the acquisition date, and f) finalization of adjustments to discount rate and future cash flows, g) additional receipts of inventory from Avaya pertaining to the Campus Fabric Business, h) reclassification of service parts to other assets, i) reclassification from deferred revenue to accounts payable, j) reclassification of long-term liabilities to short-term liabilities assumed, and k) adjustments to purchase consideration based on working capital settlement specifically related to inventory that could not be located.

Schedule of Identifiable Intangible Assets Acquired as Part of Acquisition

The following table presents details of the identifiable intangible assets acquired as part of the acquisition (dollars in thousands):

Intangible Assets

 

Estimated Useful Life

(in years)

 

 

Amount

 

Developed technology

 

2 - 4

 

 

$

31,800

 

Customer relationships

 

 

4

 

 

 

5,100

 

Trade names

 

4 - 5

 

 

 

2,600

 

Backlog

 

 

1

 

 

 

1,800

 

Total identifiable intangible assets

 

 

 

 

 

$

41,300

 

 

Zebra Technologies Corporation  
Summary of Final Allocation of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed

On October 28, 2016, the Company completed its acquisition of the wireless local area network business (“WLAN Business”) from Zebra Technologies Corporation. Under the terms of the WLAN Asset Purchase Agreement, the Company acquired customers, employees, technology and other assets as well as assumed certain contracts and other liabilities of the WLAN Business, for a net cash consideration of $49.5 millionThe following table below summarizes the final allocation of the tangible and identifiable intangible assets acquired and liabilities assumed (in thousands):

 

Final Allocation as of

October 28, 2016

 

Accounts receivables, net

$

14,636

 

Inventories

 

13,593

 

Other current assets

 

808

 

Property and equipment

 

3,159

 

Other assets

 

7,634

 

Deferred revenue

 

(14,159

)

Other liabilities

 

(7,201

)

Total tangible assets acquired and liabilities assumed

 

18,470

 

Identifiable intangible assets

 

20,300

 

In-process research and development

 

1,400

 

Goodwill

 

9,339

 

Total intangible assets acquired

 

31,039

 

Total net assets acquired

$

49,509