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Business Combinations
6 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Business Combinations

4. Business Combinations

Fiscal 2018 Acquisitions

Data Center Business

The Company completed its acquisition of the data center business (the “Data Center Business”) of Brocade Communication Systems, Inc.’s (“Brocade”) on October 27, 2017 (the “Data Center Closing Date”), pursuant to an Asset Purchase Agreement (the “Data Center Business APA”) dated as of October 3, 2017, by and between the Company and Brocade for an aggregate purchase consideration of $84.3 million. Under the terms and conditions of the Data Center Business APA, the Company acquired customers, employees, technology and other assets of the Data Center Business as well as assumed certain contracts and other liabilities of the Data Center Business.

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

 

 

 

Final Allocation

 

Accounts receivables

 

$

33,488

 

Inventories

 

 

19,934

 

Prepaid expenses and other current assets

 

 

988

 

Property and equipment

(a)

 

20,220

 

Other assets

 

 

4,734

 

Accounts payable and accrued expenses

 

 

(16,494

)

Deferred revenue

 

 

(33,025

)

Net tangible assets acquired

 

 

29,845

 

Identifiable intangible assets

 

 

32,800

 

Goodwill

(a)

 

21,692

 

Total intangible assets acquired

 

 

54,492

 

Total net assets acquired

 

$

84,337

 

 

 

(a)

Includes an adjustment after the measurement period to record $1.3 million of additional property and equipment acquired at an international location.

Campus Fabric Business

The Company completed its acquisition of Avaya Inc.’s (“Avaya”) fabric-based secure networking solutions and network security solutions business (the “Campus Fabric Business”) on July 14, 2017, (the “Campus Fabric Business Closing Date”) pursuant to an Asset Purchase Agreement (the “Campus Fabric Business APA”) dated March 7, 2017.  Under the terms and conditions of the Campus Fabric Business APA, the Company acquired the customers, employees, technology and other assets of the Campus Fabric Business, as well as assumed certain contracts and other liabilities of the Campus Fabric Business, for total consideration of $79.4 million. 

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

 

 

Final Allocation

 

Accounts receivables

$

19,527

 

Inventories

 

14,165

 

Prepaid expenses and other current assets

 

240

 

Property and equipment

 

5,406

 

Other assets

 

7,009

 

Accounts payable and accrued expenses

 

(31,670

)

Deferred revenue

 

(8,994

)

Other long-term liabilities

 

(5,849

)

Net tangible assets acquired

 

(166

)

Identifiable intangible assets

 

41,300

 

In-process research and development

 

2,400

 

Goodwill

 

35,892

 

Total intangible assets acquired

 

79,592

 

Total net assets acquired

$

79,426

 

 

Capital Financing Business

On December 1, 2017, Company completed its acquisition of a capital financing business (the “CF Business”), pursuant to a Bill of Sale and Assignment and Assumption Agreement (the “Assumption Agreement”) between the Company and Broadcom.  Under the terms and conditions of the Assumption Agreement, the Company acquired customers, employees, contracts and lease equipment of the CF Business equal to the earn out payments to Broadcom of 90% of acquired financing receivables to be collected commencing at the closing date.

Net assets acquired included financing receivables of $13.7 million, lease equipment of $3.5 million and identifiable intangible assets of $0.8 million, and the fair value of the contingent consideration was $13.0 million. As the preliminary fair value of the net assets acquired exceeded the fair value of the purchase consideration, the Company recorded a bargain purchase gain of $5.0 million.

Pro forma financial information

The following unaudited pro forma results of operations are presented as though the acquisitions of the Data Center Business, CF Business and Campus Fabric Business had occurred as of the beginning of fiscal 2017 presented after giving effect to purchase accounting adjustments relating to inventories, deferred revenue, depreciation and amortization on acquired property and equipment and intangibles, acquisition costs, interest income and expense and related tax effects.

The pro forma results of operations are not necessarily indicative of the combined results that would have occurred had the acquisition been consummated as of the beginning of fiscal 2017, nor are they necessarily indicative of future operating results. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the unaudited pro forma results.

The unaudited pro forma financial information for the three and six months ended December 31, 2017, combines the historical results for Extreme for those periods, which include the results of the Data Center Business and CF Business subsequent to the acquisition date, with their historical results up to the acquisition date.

Pro forma results of operations from the Data Center Business, CF Business and Campus Fabric Business acquisitions included in the pro forma results of operations for the three and six months ended December 31, 2017, have not been adjusted for the adoption of Topic 606 because the Company determined it is impractical to estimate the impact of the adoption.

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

2017

 

 

December 31,

2017

 

Net revenues

 

$

252,532

 

 

$

537,040

 

Net income (loss)

 

$

1,152

 

 

$

(7,622

)

Net income (loss) per share - basic

 

$

0.01

 

 

$

(0.07

)

Net income (loss) per share - diluted

 

$

0.01

 

 

$

(0.07

)

Shares used in per share calculation - basic

 

 

113,621

 

 

 

112,931

 

Shares used in per share calculation - diluted

 

 

119,656

 

 

 

112,931