v3.19.2
Business Combination
6 Months Ended
Aug. 03, 2019
Business Combinations [Abstract]  
Business Combination Business Combination
On July 6, 2018, the Company completed the acquisition of Cavium (the “Cavium acquisition”). Cavium was a provider of highly integrated semiconductor processors that enable intelligent processing for wired and wireless infrastructure and cloud for networking, communications, storage and security applications. The Cavium acquisition was primarily intended to create an opportunity for the combined company to emerge as a leader in infrastructure solutions. The total consideration paid to acquire Cavium, which consisted of cash, common stock of the Company and share based compensation awards was approximately $6.2 billion. The merger consideration was funded with a combination of cash on hand, new debt financing and issuance of the Company’s common shares. See “Note 8 - Debt” for discussion of the debt financing.
The purchase price allocation is as follows (in thousands):
 
 
Previously Reported
February 2, 2019 (Provisional)
Measurement Period Adjustments
August 3, 2019
Cash and cash equivalents
 
$
180,989

$

$
180,989

Accounts receivable
 
112,270


112,270

Inventories
 
330,778


330,778

Prepaid expense and other current assets
 
19,890


19,890

Assets held for sale
 
483


483

Property and equipment
 
115,428


115,428

Acquired intangible assets
 
2,744,000


2,744,000

Other non-current assets
 
89,139


89,139

Goodwill
 
3,501,195

(2,999
)
3,498,196

Accounts payable
 
(52,383
)

(52,383
)
Accrued liabilities
 
(126,007
)

(126,007
)
Accrued employee compensation
 
(34,813
)

(34,813
)
Deferred income
 
(2,466
)

(2,466
)
Current portion of long-term debt
 
(6,123
)

(6,123
)
Liabilities held for sale
 
(3,032
)

(3,032
)
Long-term debt
 
(600,005
)

(600,005
)
Non-current income taxes payable
 
(8,454
)

(8,454
)
Deferred tax liabilities
 
(82,994
)
2,999

(79,995
)
Other non-current liabilities
 
(16,099
)

(16,099
)
Total merger consideration
 
$
6,161,796

$

$
6,161,796


    
The provisional amounts presented in the table above pertained to the preliminary purchase price allocation reported in the Company’s Form 10-K for the year ended February 2, 2019. The measurement period adjustments were primarily related to changes in estimates related to finalizing Cavium’s 2018 U.S. tax return. The Company does not believe that the measurement period adjustments had a material impact on its consolidated statements of operations, balance sheets or cash flows in any periods reported.

The Company incurred total acquisition related costs of $53.7 million. The Company also incurred $22.8 million of debt financing costs. As of August 3, 2019, $0.4 million associated with the Revolving Credit Facility was classified in prepaid expenses and other current assets, $1.1 million associated with the Revolving Credit Facility was classified in other non-current assets, and $8.4 million associated with the term loan and senior notes was classified in long-term debt in the condensed consolidated balance sheet. See “Note 8. Debt” for additional information. Additionally, the Company incurred $2.9 million of equity issuance costs, which were recorded in additional paid-in capital in the condensed consolidated balance sheet.
Unaudited Supplemental Pro Forma Information
The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions the Company believe are reasonable under the circumstances.

The following unaudited supplemental pro forma information presents the combined results of operations for the period presented, as if Cavium had been acquired as of the beginning of fiscal year 2018. The unaudited supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to share-based compensation expense, the purchase accounting effect on inventories acquired, interest expense, and transaction costs. The unaudited supplemental pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the Cavium acquisition actually occurred at the beginning of fiscal year 2018 or of the results of our future operations of the combined business.
The unaudited supplemental pro forma financial information for the period presented is as follows (in thousands):
 
 
Six Months Ended
 
August 4, 2018
Pro forma net revenue
 
$
1,612,873

Pro forma net income
 
$
57,453