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Business Combinations
12 Months Ended
Jun. 30, 2022
Business Combinations [Abstract]  
Business Combinations

4. Business Combinations

 

The Company completed one acquisition during the fiscal year ended June 30, 2022 and one acquisition during the fiscal year ended June 30, 2020. The acquisitions were accounted for using the acquisition method of accounting. The estimated fair values were determined through established and generally accepted valuation techniques, including work performed by third-party valuation specialists. The purchase price of each acquisition has been allocated to tangible and identifiable intangible assets acquired and liabilities assumed. The fair value of working capital related items, such as other current assets and accrued liabilities, approximated their book values at the date of acquisition. Inventories were valued at fair value using the net realizable value approach. The fair value of property and equipment was determined using a cost approach. The fair value of the acquired deferred revenue was estimated using the cost build-up approach. The cost build-up approach determines fair value using estimates of the costs required to provide the contracted deliverables plus an assumed profit. The total costs including the assumed profit were adjusted to present value using a discount rate considered appropriate. The resulting fair value approximates the amount the Company would be required to pay to a third party to assume the obligation. Intangible assets were valued using income approaches based on management projections, which the Company considers to be Level 3 inputs. Results of operations of the acquired entity is included in the Company’s operations beginning with the closing date of each acquisition.

Fiscal 2022 Acquisition

Ipanema Acquisition

On September 14, 2021 (the “Acquisition Date”), the Company completed its acquisition (the “Acquisition”) of Ipanematech SAS (“Ipanema”), the cloud-native enterprise Software-Defined Wide Area Network (“SD-WAN”) business unit of InfoVista pursuant to a Sale and Purchase Agreement. Under the terms of the Acquisition, the net consideration paid by Extreme to Ipanema stockholders was $70.9 million, which was funded from existing cash on hand. The primary reason for the acquisition was to acquire the talent and the technology to allow the Company to expand its portfolio with new cloud-managed SD-WAN and security offerings to support its enterprise customers. 

The acquired assets and liabilities of Ipanema have been recorded at their respective fair values and added to those of the Company including an amount for goodwill calculated as the difference between the acquisition consideration and the fair value of the identifiable net assets. The fair value of the acquired deferred revenue was estimated using the cost build-up approach which was subsequently remeasured in accordance with ASC Topic 606 based on the recently issued and adopted guidance ASU 2021-08. The Company has completed its analysis of the tax implications of the acquisition of the intangible assets and a deferred tax liability has been established for the non-deductible intangible amortization, increasing the overall level of goodwill associated with the Acquisition. All valuations are finalized as of June 30, 2022. Results of operations of Ipanema have been included in the operations of the Company beginning with the Acquisition Date.

The purchase price allocation is set forth in the table below and reflects estimated fair values (in thousands):

 

 

Preliminary Allocation as of

September 14, 2021

 

 

 

 

Adjustments

 

 

Final Allocation as of

June 30, 2022

 

Cash and cash equivalents

$

1,364

 

 

 

 

$

 

 

$

1,364

 

Accounts receivable, net

 

1,440

 

 

 

 

 

(6

)

a

 

1,434

 

Inventories

 

337

 

 

 

 

 

(63

)

a

 

274

 

Prepaid expenses and other current assets

 

1,841

 

 

 

 

 

(1,231

)

a

 

610

 

Property and equipment

 

46

 

 

 

 

 

 

 

 

46

 

Other assets

 

21

 

 

 

 

 

 

 

 

21

 

Accounts payable

 

(1,220

)

 

 

 

 

244

 

a

 

(976

)

Accrued compensation and benefits

 

(2,304

)

 

 

 

 

467

 

a

 

(1,837

)

Accrued warranty

 

(41

)

 

 

 

 

 

 

 

(41

)

Other accrued liabilities

 

(71

)

 

 

 

 

(51

)

a

 

(122

)

Deferred revenue

 

(2,758

)

 

 

 

 

(7,376

)

a,b

 

(10,134

)

Deferred taxes

 

-

 

 

 

 

 

(4,320

)

c

 

(4,320

)

Other liabilities

 

(723

)

 

 

 

 

 

 

 

(723

)

Net tangible liabilities

 

(2,068

)

 

 

 

 

(12,336

)

 

 

(14,404

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Identifiable intangible assets

 

16,300

 

 

 

 

 

 

 

 

16,300

 

Goodwill

 

56,649

 

 

 

 

 

12,336

 

a,b,c

 

68,985

 

Total intangible assets acquired

 

72,949

 

 

 

 

 

12,336

 

 

 

85,285

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net assets acquired

$

70,881

 

 

 

 

$

 

 

$

70,881

 

The changes made during the period in the table above include: (a) measurement period adjustments attributable to the Company’s review of the additional information being obtained on preacquisition assets and liabilities, (b) the increase in deferred revenue (and the corresponding increase to Goodwill by the same amount) is the result of the adoption of ASU 2021-08 in the period ended December 31, 2021, and (c) establishment of deferred tax liability.

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

Intangible Assets

 

Weighted Average Estimated Useful Life

(in years)

 

 

Amount

 

Developed technologies

 

 

6

 

 

$

14,500

 

Customer relationships

 

 

4

 

 

 

1,800

 

Total identifiable intangible assets

 

 

 

 

 

$

16,300

 

 

The amortization for the developed technologies is recorded in “Cost of revenues” for product and the amortization for the remaining intangibles is recorded in “Amortization of intangibles” in the accompanying consolidated statements of operations. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Ipanema. The Company will not be entitled to amortization of the goodwill and intangible assets for tax purposes as this acquisition is a nontaxable stock acquisition.

The results of operations of Ipanema are included in the accompanying consolidated results of operations beginning September 15, 2021. The overall results of Operations of Ipanema were not material to the consolidated financial statements of Extreme.

For the period ended June 30, 2022, the Company incurred acquisition and integration related expenses of $7.0 million associated with the acquisition of Ipanema. Acquisition and integration costs consisted primarily of professional fees for financial and legal advisory services. Such acquisition-related costs were expensed as incurred and are included in “Acquisition and integration costs” in the accompanying consolidated statements of operations.

Pro forma financial information

The following unaudited pro forma results of operations are presented as though the Acquisition had occurred as of the beginning of the earliest period presented, July 1, 2020, the beginning of fiscal 2021, after giving effect to purchase accounting adjustments relating to deferred revenue, depreciation and amortization of intangibles and acquisition and integration costs.

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 2021, 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 year ended June 30, 2022 combines the results for Extreme for such periods assuming the transaction closed on July 1, 2020, which include the results of Ipanema subsequent to the Acquisition Date, and Ipanema’s historical results up to the Acquisition Date. The unaudited pro forma financial information for the year ended June 30, 2021 combines the historical results of operations for Extreme assuming the transaction closed on July 1, 2020 and historical results for Ipanema.

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

 

Year Ended

 

 

June 30,

2022

 

 

June 30,

2021

 

Net revenues

$

1,115,942

 

 

$

1,031,825

 

Net income (loss)

$

53,659

 

 

$

(6,755

)

Net income (loss) per share - basic

$

0.41

 

 

$

(0.05

)

Net income (loss) per share - diluted

$

0.40

 

 

$

(0.05

)

Shares used in per share calculation - basic

 

129,437

 

 

 

124,019

 

Shares used in per share calculation - diluted

 

133,494

 

 

 

124,019

 

 

Fiscal 2020 Acquisition

Aerohive Acquisition

On August 9, 2019, the Company consummated its acquisition of all of the outstanding common stock of Aerohive Networks, Inc. (“Aerohive”) pursuant to that certain Agreement and Plan of Merger entered into as of June 26, 2019. Under the terms of the Aerohive acquisition, the net consideration paid by Extreme to Aerohive stockholders was $267.1 million. The acquired assets and liabilities of Aerohive were recorded at their respective fair values and added to those of the Company including an amount for goodwill calculated as the difference between the acquisition consideration and the fair value of the identifiable net assets.

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

Purchase consideration

 

August 9, 2019

 

Cash paid to acquire outstanding shares

 

$

263,616

 

Replacement of stock-based awards

 

 

3,530

 

Aggregate purchase consideration

 

$

267,146

 

 

 

The purchase price allocation is set forth in the table below and reflects estimated fair values (in thousands).

 

 

Final Allocation as of

June 30, 2020

 

Cash and cash equivalents

$

44,158

 

Short-term investments

 

45,148

 

Accounts receivable, net

 

11,753

 

Inventories

 

19,232

 

Prepaid expenses and other current assets

 

3,924

 

Property and equipment

 

2,364

 

Operating lease right-of-use assets

 

6,336

 

Other assets

 

2,195

 

Debt

 

(20,000

)

Accounts payable

 

(9,737

)

Accrued compensation and benefits

 

(7,129

)

Accrued warranty

 

(570

)

Other accrued liabilities

 

(1,960

)

Operating lease liabilities

 

(4,752

)

Deferred revenue

 

(68,415

)

Other liabilities

 

(483

)

Net tangible assets

 

22,064

 

 

 

 

 

Identifiable intangible assets

 

52,500

 

Goodwill

 

192,582

 

Total intangible assets acquired

 

245,082

 

 

 

 

 

Total net assets acquired

$

267,146

 

       

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

 

Intangible Assets

 

Estimated Useful Life

(in years)

 

 

Amount

 

Developed technology

 

 

4

 

 

$

39,100

 

Backlog

 

 

1

 

 

 

400

 

Customer relationships

 

 

7

 

 

 

11,400

 

Trade names

 

 

1

 

 

 

1,600

 

Total identifiable intangible assets

 

 

 

 

 

$

52,500

 

 

The amortization for the developed technology and backlog is recorded in “Cost of revenues” for product and service and the amortization for the remaining intangibles is recorded in “Amortization of intangibles” in the accompanying consolidated statements of operations. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Aerohive along with the future potential of the technology. The Company will not be entitled to amortization of the goodwill and intangible assets for tax purposes as the Acquisition is a nontaxable stock acquisition.

The results of operations of Aerohive are included in the accompanying consolidated statements of operations beginning August 9, 2019. The Aerohive revenues for the year ended June 30, 2020 were $125.1 million and were incorporated into the revenues of the Company. Certain associated expenses of Aerohive were incorporated with the results of operations of the Company and, therefore, stand-alone operating results are not available for the year ended June 30, 2020.

In the year ended June 30, 2020, the Company incurred acquisition and integration related expenses of $32.1 million associated with the Aerohive acquisition, including a $6.8 million compensation charge for certain Aerohive Executive stock awards which were accelerated due to change-in-control and termination provisions included in the Executives’ employment contracts. Other acquisition and integration costs consist primarily of professional fees for financial and legal advisory services and severance charges for terminated Aerohive employees. Such acquisition-related costs were expensed as incurred and are included in “Acquisition and integration costs” in the accompanying consolidated statements of operations.