XML 37 R26.htm IDEA: XBRL DOCUMENT

Acquisitions, Divestiture and Investment (Tables)

6 Months Ended

Dec. 31, 2020

Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary amounts recorded for the estimated fair values of the assets acquired and liabilities assumed as of the DisplayLink Closing Date (in millions):

Cash and cash equivalents	$	40.9
Short-term investments		94.0
Accounts receivable, net		7.1
Inventory		33.1
Prepaid expenses and other current assets		9.1
Property and equipment		6.8
Intangible assets		193.0
Right-of-use lease asset		20.0
Non-current other assets		0.6
Total identifiable assets acquired		404.6
Accounts payable		(5.2	)
Other accrued liabilities		(9.9	)
Short-term lease liabilities		(1.7	)
Long-term lease liabilities		(18.2	)
Other long-term liabilities		(31.8	)
Total liabilities		(66.8	)
Net identifiable assets acquired		337.8
Goodwill		105.0
Net assets acquired	$	442.8

Summary of Estimated Fair Value of Intangible Assets

The following table summarizes the preliminary estimated fair value of the intangible assets as of the DisplayLink Closing Date (in millions):

	Estimated Weighted Average Useful Lives in Years		Estimated Fair Value

Developed technology		3.0	$	82.0
Customer contracts and related relationships		3.0		54.0
In process research and development	N/A			51.0
Trade names		4.0		3.0
Licensed technology		2.5		3.0
Estimated fair value of acquired intangibles			$	193.0

Summary of Unaudited Pro Forma Financial Information Presents Combined Results of Operations

The following unaudited pro forma financial information (in millions, except per share data) presents the combined results of operations for us and DisplayLink as if the DisplayLink acquisition had occurred on June 30, 2019. The unaudited pro forma financial information has been prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the DisplayLink acquisition actually taken place on June 30, 2019 and should not be taken as indicative of future consolidated operating results. Additionally, the unaudited pro forma financial results do not include any anticipated synergies or other expected benefits from the DisplayLink acquisition.

	Three Months Ended					Six Months Ended
	December					December
	2020 ⁽¹⁾		2019			2020 ⁽¹⁾		2019
Revenue	$	357.6	$	414.1		$	693.3	$	779.1
Net income/(loss)		68.5		(10.6	)		48.4		(6.3	)

Summary of Pro Forma Adjustments Used to Arrive at Pro Forma Net Income/(Loss)

⁽¹⁾

Includes results of Broadcom Wireless Connectivity Business

Pro forma adjustments used to arrive at pro forma net income/(loss) included adjustments for historical amortization expense, the addition of intangible amortization expense for the value of intangibles under the purchase price allocation, transaction costs and restructuring costs. The total pro forma adjustments for the three months ended December 26, 2020 and December 28, 2019 were an increase to net income/(loss) of $6.9 million and a decrease of net income/(loss) of $9.7 million, respectively. The total pro forma adjustments for the six months ended December 26, 2020 and December 28, 2019 were an increase to net income/(loss) of $8.0 million and a decrease of net income/(loss) of $18.4 million, respectively.

Broadcom [Member]

Business Acquisition [Line Items]

Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the amounts recorded for the estimated fair values of the assets acquired and liabilities assumed as of the Broadcom Business Acquisition Closing Date (in millions):

Property and equipment	$	1.0
Acquired intangible assets		123.0
Total identifiable assets acquired		124.0
Liabilities assumed		(0.2	)
Goodwill		102.8
Net assets acquired	$	226.6

Summary of Estimated Fair Value of Intangible Assets

The following table summarizes the preliminary estimate of the intangible assets as of the Broadcom Business Acquisition Closing Date (in millions):

	Estimated Weighted Average Useful Lives in Years		Estimated Fair Value

Developed technology		6.0	$	93.0
Customer contracts and related relationships		6.0		18.0
Order backlog		0.5		12.0
Estimated fair value of acquired intangibles			$	123.0

Summary of Adjusted Purchase Price Paid

The following table summarizes the adjusted purchase price paid for the Broadcom Business Acquisition (in millions):

Cash	$	250.1
Adjustments to consideration transferred, net		1.5
Roadmap products - estimated cost of development		(25.0	)
	$	226.6

We entered into a derivative and roadmap product agreement and an asset purchase agreement with Broadcom. The derivative and roadmap product agreement includes the purchase of derivative and roadmap product development services to be performed by Broadcom. We estimated the value of the development services to be approximately $25.0 million, accounted for it separate from the business combination, and included $10.0 million in prepaid expenses and other current assets and $15.0 million ($10.8 million after amortization as of December 26, 2020) in non-current other assets in our condensed consolidated balance sheets. The estimated value of the development services is amortizing over the period of time estimated to complete the development or approximately thirty months. The amortization of the estimated cost of development is included in research and development in our condensed consolidated statements of comprehensive income. In addition, under the terms of the asset purchase agreement we provided replacement equity compensation awards to the transferred employees and Broadcom agreed to make cash payments to transferred employees as incentive to accept employment offers from our company. We determined $3.5 million of value related to these arrangements should be included as consideration transferred, which was partially offset by $2.0 million of cash payments to transferred employees as a reduction of consideration transferred.