XML 24 R8.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Business Combinations | 3 Months Ended
--- | ---
Sep. 30, 2018
Business Combinations [Abstract] |
Business Combinations | 2. 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 |  | 18,938 |
Other assets |  | 4,734 |
Accounts payable and accrued expenses |  | (16,494 | )
Deferred revenue |  | (33,025 | )
Net tangible assets acquired |  | 28,563 |
Identifiable intangible assets |  | 32,800 |
Goodwill |  | 22,974 |
Total intangible assets acquired |  | 55,774 |
Total net assets acquired | $ | 84,337 |
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 months ended September 30, 2017, combines the historical results for Extreme for that period, which includes the results of the Campus Fabric Business subsequent to the acquisition date, with the historical results of the Data Center Business, CF Business and Campus Fabric Business, prior to the acquisition date, for the three months ended September 30, 2017. 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 months ended September 30, 2017, have not been adjusted for the adoption of Topic 606 because the Company determined that 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 |  |
|  | September 30, 2017 |  |
Net revenues |  | $ | 284,508 |  |
Net loss |  | $ | (8,774 | ) |
Net loss per share - basic |  | $ | (0.08 | ) |
Net loss per share - diluted |  | $ | (0.08 | ) |
Shares used in per share calculation - basic |  |  | 112,241 |  |
Shares used in per share calculation - diluted |  |  | 112,241 |  |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration