XML 24 R11.htm IDEA: XBRL DOCUMENT v3.22.0.1
Business Combinations
9 Months Ended
Jan. 28, 2022
Business Combinations [Abstract]  
Business Combinations

3. Business Combinations

Fiscal 2022 Acquisitions

CloudCheckr Inc. Acquisition

 

On November 5, 2021, we acquired all the outstanding shares of privately-held CloudCheckr Inc., ("CloudCheckr") for approximately $347 million in cash. CloudCheckr is a leading cloud optimization platform that provides cloud visibility and insights to lower costs, maintain security and compliance, and optimize cloud resources.

 

The preliminary acquisition-date fair values of the assets acquired and liabilities assumed are as follows (in millions):

 

 

 

Amount

 

Cash

 

$

2

 

Intangible assets

 

 

76

 

Goodwill

 

 

280

 

Other assets

 

 

6

 

Total assets acquired

 

 

364

 

Liabilities assumed

 

 

(17

)

Total purchase price

 

$

347

 

The components of the intangible assets acquired were as follows (in millions, except useful life):

 

 

 

Amount

 

 

Estimated useful life
(years)

 

Developed technology

 

$

45

 

 

 

5

 

Customer contracts/relationships

 

 

30

 

 

 

5

 

Trade name

 

 

1

 

 

 

3

 

Total intangible assets

 

$

76

 

 

 

 

Data Mechanics Inc. Acquisition

On June 18, 2021, we acquired all the outstanding shares of privately-held Data Mechanics Inc., a provider of managed platforms for big data processing and cloud analytics headquartered in Paris, France, for approximately $15 million in cash.

 

The preliminary acquisition-date fair values of the assets acquired and liabilities assumed are as follows (in millions):

 

 

 

Amount

 

Cash

 

$

1

 

Developed technology

 

 

5

 

Goodwill

 

 

11

 

Total assets acquired

 

 

17

 

Liabilities assumed

 

 

(2

)

Total purchase price

 

$

15

 

The acquired assets and assumed liabilities of Data Mechanics and CloudCheckr were recorded at their estimated fair values. We determined the preliminary estimated fair values with the assistance of valuations and appraisals performed by third party specialists and estimates made by management. We expect to realize incremental revenue by offering continuous cost optimization and managed services from our existing capabilities to help customers improve their cloud resources and realize the benefits of cloud faster and at scale. We also anticipate opportunities for growth through the ability to leverage additional future products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of their identifiable net assets acquired, and as a result, we have recorded goodwill in connection with both of these acquisitions. The goodwill is not deductible for income tax purposes.

 

The results of operations related to the acquisitions of Data Mechanics and CloudCheckr have been included in our condensed consolidated statements of income from their respective acquisition dates. Pro forma results of operations have not been presented because the impact from these acquisitions was not material to our consolidated results of operations.

Fiscal 2021 Acquisitions

Cloud Jumper Corporation Acquisition

On April 28, 2020, we acquired all the outstanding shares of privately-held Cloud Jumper Corporation ("Cloud Jumper"), a provider of virtual desktop infrastructure and remote desktop services solutions based in North Carolina, for $34 million in cash.

 

The acquisition date fair values of the assets acquired and liabilities assumed were as follows (in millions):

 

 

 

Amount

 

Developed technology

 

$

16

 

Customer contracts/relationships

 

 

6

 

Goodwill

 

 

12

 

Other assets

 

 

1

 

Total assets acquired

 

 

35

 

Liabilities assumed

 

 

(1

)

Total purchase price

 

$

34

 

 

Spot, Inc. Acquisition

On July 9, 2020, we acquired all the outstanding shares of privately-held Spot, Inc. ("Spot"), a provider of compute management cost optimization services on the public clouds based in Israel, for $340 million in cash.

The acquisition date fair values of the assets acquired and liabilities assumed were as follows (in millions):

 

 

Amount

 

Cash

 

$

24

 

Intangible assets

 

 

84

 

Goodwill

 

 

249

 

Other assets

 

 

6

 

Total assets acquired

 

 

363

 

Liabilities assumed

 

 

(23

)

Total purchase price

 

$

340

 

The components of the Spot intangible assets acquired were as follows (in millions, except useful life):

 

 

Amount

 

 

Estimated useful life
(years)

 

Developed technology

 

$

53

 

 

 

5

 

Customer contracts/relationships

 

 

28

 

 

 

5

 

Trade name

 

 

3

 

 

 

3

 

Total intangible assets

 

$

84

 

 

 

 

The acquired assets and assumed liabilities of Spot and Cloud Jumper were recorded at their estimated fair values. We determined the estimated fair values with the assistance of valuations and appraisals performed by third party specialists and estimates made by management. We expect to realize revenue synergies, leverage and expand the existing Spot and Cloud Jumper sales channels and product development resources, and utilize their existing workforces. We also anticipate opportunities for growth through the ability to leverage additional future products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of their identifiable net assets acquired, and as a result, we have recorded goodwill in connection with both of these acquisitions. The goodwill is not deductible for income tax purposes.

The results of operations related to the acquisitions of Spot and Cloud Jumper have been included in our consolidated statements of income from their respective acquisition dates. Pro forma results of operations have not been presented because the impact from these acquisitions was not material to our consolidated results of operations.