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Acquisition | 9 Months Ended
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Dec. 31, 2024
Business Combinations [Abstract] |
Acquisitions | Note 4 — Acquisition In May 2023, the Company completed the acquisition of all outstanding shares of Inmarsat Holdings, a privately held leading provider of global mobile satellite communications services. The Inmarsat Acquisition positions the Company as a leading global communications innovator with enhanced scale and scope to connect the world affordably, securely and reliably. The complementary assets and resources of the combined company position the Company to provide advanced new services in mobile and fixed segments, driving greater customer choice in broadband communications and narrowband services (including the Internet of Things (IoT)). These benefits and additional opportunities were among the factors that contributed to a purchase price resulting in the recognition of goodwill of $1.5 billion which was recognized in the Company's communication services segment. The goodwill recognized was not deductible for U.S. and foreign income tax purposes. The consideration transferred of approximately $2.7 billion was comprised of $2.1 billion of the fair value of approximately 46.36 million shares of the Company’s common stock issued at the closing of the transaction and $550.7 million in cash consideration. In connection with the Inmarsat Acquisition, the Company recorded acquisition-related transaction costs of zero during both the three and nine months ended December 31, 2024, and an insignificant amount and $30.8 million for the three and nine months ended December 31, 2023, respectively, included in selling, general and administrative expenses. The purchase price allocation of the acquired assets and assumed liabilities in the Inmarsat Acquisition based on the estimated fair values as of May 30, 2023, adjusted since the closing of the Inmarsat Acquisition, primarily between property, equipment and satellites, identifiable intangible assets, deferred tax liabilities and goodwill, is as follows:
|  | (In thousands) |
Current assets |  | $ | 641,893 |
Property, equipment and satellites |  |  | 4,363,049 |
Identifiable intangible assets |  |  | 2,570,000 |
Other assets |  |  | 388,745 |
Total assets acquired |  | $ | 7,963,687 |
Current liabilities |  |  | (598,296 | )
Long-term debt, excluding short-term portion |  |  | (3,519,774 | )
Other long-term liabilities |  |  | (2,629,406 | )
Total liabilities assumed |  | $ | (6,747,476 | )
Goodwill |  |  | 1,462,881 |
Total consideration transferred |  | $ | 2,679,092 |
Current liabilities and other long-term liabilities include approximately $29.6 million and $248.3 million, respectively, of unfavorable contract liabilities amortized into service revenue over a weighted average estimated useful life of approximately nine years. Amounts assigned to identifiable intangible assets are being amortized on a straight-line basis over their determined useful lives (which approximates the economic pattern of benefit) and are as follows as of May 30, 2023:
|  |  |  |  | Weighted |
|  | Fair Value |  |  | Average Useful Life |
|  | (In thousands) |  |  | (In years) |
Orbital slots and spectrum assets |  | $ | 1,080,000 |  |  |  | 12 |
Customer relationships |  |  | 1,305,000 |  |  |  | 11 |
Technology |  |  | 100,000 |  |  |  | 7 |
Trade names |  |  | 85,000 |  |  |  | 8 |
Total identifiable intangible assets |  | $ | 2,570,000 |  |  |  | 11 |
Management determined the fair value of acquired customer relationships by applying the multi-period excess earnings method, which involved the use of significant judgments and assumptions related to revenue growth rates, customer attrition rates, discount rates, and contributory asset charges. Additionally, management determined the fair value of acquired orbital slots and spectrum assets using an avoided cost method, which involved the use of significant judgments and assumptions related to hypothetical lease payments, discount rates, and contributory asset charges. The intangible assets acquired in the Inmarsat Acquisition were determined in accordance with ASC 805, based on estimated fair values using valuation techniques consistent with the market approach, income approach and/or cost approach to measure fair value. The condensed consolidated financial statements include the operating results of Inmarsat from the date of its acquisition on May 30, 2023. The Company recorded approximately $443.1 million and $1.0 billion in revenue during the three and nine months ended December 31, 2023, respectively, and $24.2 million and $159.3 million of net loss during the three and nine months ended December 31, 2023, respectively, from the Inmarsat business following the acquisition date, which was recorded in the Company's communication services segment in the condensed consolidated statements of operations. In November 2023, as a part of an important milestone in the Company’s integration program following the Inmarsat Acquisition and as part of the Company’s ongoing strategy to streamline operations and better serve the Company’s growing customer base, the Company completed work on the rationalization of roles in the Company’s global business, which was intended to achieve both operational and cost efficiencies. As part of the role rationalization, the Company reduced its global workforce and recorded total costs (primarily related to employee severance payments, benefits and related termination costs) of approximately $45 million during the three and nine months ended December 31, 2023. These one-time costs were recorded within operating expenses in the Company’s consolidated statements of operations across both of the Company’s segments. Unaudited Pro Forma Financial Information The unaudited financial information in the table below summarizes the combined results of operations for the Company and Inmarsat on a pro forma basis, as though the companies had been combined as of the beginning of fiscal year 2023, April 1, 2022. The pro forma information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the related fiscal periods. The pro forma financial information for the nine months ended December 31, 2023 included the business combination accounting effects primarily related to the amortization and depreciation changes from acquired intangible and tangible assets, interest expense from the debt issued to finance the acquisition, acquisition-related transaction costs and related tax effects.
|  |  | Nine Months Ended |  |
|  |  | December 31, 2023 |  |
|  | (In thousands)
Total revenues |  |  | $ | 3,415,480 |  |
Net income (loss) attributable to Viasat, Inc. |  |  | $ | (922,451 | ) |

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