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Business Combinations | 12 Months Ended
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Jun. 30, 2020
Business Combinations [Abstract] |
Business Combination | 4. Business Combinations The Company completed one acquisition during the fiscal year ended June 30, 2020 and three acquisitions during the fiscal year ended June 30, 2018. The acquisitions have been 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 entities are included in the Company’s operations beginning with the closing date of each acquisition. Fiscal 2020 Acquisitions Aerohive Acquisition On August 9, 2019 (the “Acquisition Date”) the Company consummated its acquisition (the “Acquisition”) of all of the outstanding common stock of Aerohive Networks, Inc. (“Aerohive”) pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) entered into as of June 26, 2019. Under the terms of the Acquisition, the net consideration paid by Extreme to Aerohive stockholders was $267.1 million. The Acquisition was accounted for using the acquisition method of accounting whereby the acquired assets and liabilities of Aerohive 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 values were determined through established and generally accepted valuation techniques. All valuations were considered finalized as of June 30, 2020. 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).
| Preliminary Allocation as of August 9, 2019 |  |  |  |  | Adjustments |  |  | Final Allocation as of June 30, 2020 |
Cash and cash equivalents | $ | 44,158 |  |  |  |  | $ | — |  |  | $ | 44,158 |
Short-term investments |  | 45,148 |  |  |  |  |  | — |  |  |  | 45,148 |
Accounts receivable, net |  | 11,753 |  |  |  |  |  | — |  |  |  | 11,753 |
Inventories |  | 16,698 |  |  | a |  |  | 2,534 |  |  |  | 19,232 |
Prepaid expenses and other current assets |  | 3,980 |  |  | b |  |  | (56 | ) |  |  | 3,924 |
Property and equipment |  | 2,185 |  |  | c |  |  | 179 |  |  |  | 2,364 |
Operating lease right-of-use assets |  | 6,336 |  |  |  |  |  | — |  |  |  | 6,336 |
Other assets |  | 2,195 |  |  |  |  |  | — |  |  |  | 2,195 |
Debt |  | (20,000 | ) |  |  |  |  | — |  |  |  | (20,000 | )
Accounts payable |  | (9,737 | ) |  |  |  |  | — |  |  |  | (9,737 | )
Accrued compensation and benefits |  | (7,129 | ) |  |  |  |  | — |  |  |  | (7,129 | )
Accrued warranty |  | (570 | ) |  |  |  |  | — |  |  |  | (570 | )
Other accrued liabilities |  | (1,960 | ) |  |  |  |  | — |  |  |  | (1,960 | )
Operating lease liabilities |  | (4,752 | ) |  |  |  |  | — |  |  |  | (4,752 | )
Deferred revenue |  | (68,415 | ) |  |  |  |  | — |  |  |  | (68,415 | )
Other liabilities |  | (408 | ) |  | e |  |  | (75 | ) |  |  | (483 | )
Net tangible assets |  | 19,482 |  |  |  |  |  | 2,582 |  |  |  | 22,064 |
Identifiable intangible assets |  | 53,400 |  |  | d |  |  | (900 | ) |  |  | 52,500 |
Goodwill |  | 194,264 |  |  | a,b,c,d, e |  |  | (1,682 | ) |  |  | 192,582 |
Total intangible assets acquired |  | 247,664 |  |  |  |  |  | (2,582 | ) |  |  | 245,082 |
Total net assets acquired | $ | 267,146 |  |  |  |  | $ | — |  |  | $ | 267,146 |
The changes during the period in the table above include: a) adjustment of the fair value of inventories acquired, b) write-off of an asset with no future economic value as of the Acquisition Date, c) adjustment to the value of property and equipment as of the Acquisition Date at an international location, d) adjustment to the fair value of intangibles, and e) adjustment of the fair value of certain tax related liabilities. The following table presents details of the identifiable intangible assets acquired as part of the 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 was $125.1 million and was 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. In the year ended June 30, 2020, the Company incurred acquisition and integration related expenses of $32.1 million associated with the 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. Pro Forma Financial Information The following unaudited pro forma results of operations are presented as though the Acquisition had occurred as of July 1, 2018, the beginning of fiscal 2019, after giving effect to purchase accounting adjustments relating to inventories, deferred revenue, depreciation and amortization of intangibles, acquisition and integration costs, and interest income and expense. 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 2019, 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, 2020 combines the historical results for Extreme for such periods, which include the results of Aerohive subsequent to the Acquisition Date, and Aerohive’s historical results up to the Acquisition Date. Pro forma results of operations for the year ended June 30, 2019 combines the historical results of operations for Extreme and for Aerohive. The following table summarizes the unaudited pro forma financial information (in thousands, except per share amounts):
|  | Year Ended |
|  | June 30, 2020 |  |  | June 30, 2019 |
Net revenues |  | $ | 962,399 |  |  | $ | 1,139,321 |
Net loss |  | $ | (85,392 | ) |  | $ | (120,146 | )
Net loss per share - basic and diluted |  | $ | (0.71 | ) |  | $ | (1.02 | )
Shares used in per share calculation - basic and diluted |  |  | 119,814 |  |  |  | 117,954 |
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) |  | 19,442 |
Other assets |  |  | 4,734 |
Accounts payable and accrued expenses |  |  | (16,494 | )
Deferred revenue |  |  | (33,025 | )
Net tangible assets acquired |  |  | 29,067 |
Identifiable intangible assets |  |  | 32,800 |
Goodwill | (a) |  | 22,470 |
Total intangible assets acquired |  |  | 55,270 |
Total net assets acquired |  | $ | 84,337 |
| (a) | Includes an adjustment after the measurement period to record $0.5 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.

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- 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
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