ACQUISITIONS | 3 Months Ended |
Mar. 31, 2014 |
ACQUISITIONS | ' |
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3. ACQUISITIONS |
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a) Aastra – January 2014 |
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On November 10, 2013, Mitel and Aastra entered into a definitive arrangement agreement under which Mitel agreed to acquire all of the outstanding Aastra common shares in exchange for cash consideration of $80.0 as well as the issuance of approximately 44.2 million Mitel common shares. Aastra was a global provider of unified communications and collaboration software, solutions and services with annual revenues of approximately $600.0 Canadian dollars for the year ended December 31, 2013, of which approximately 75% were generated in Europe. The transaction was completed on January 31, 2014. In conjunction with the acquisition the Company completed a refinancing of its long-term senior debt, as described in note 11. |
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Under the terms of the agreement, on January 31, 2014, Mitel increased the number of directors on its board of directors from eight to nine, and two members of Mitel’s then-existing board of directors resigned. Mitel’s board of directors appointed three new board members, as selected by the former board of directors of Aastra, to fill the vacancies. |
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The total value of consideration given by Mitel was $471.3, consisting of $80.0 of cash and 44.2 million Mitel common shares valued at $391.3 on January 31, 2014. Mitel management believes the transaction provides the Company with the financial scale and operating leverage to capitalize on the global growth opportunity as the market begins a long-term migration to the cloud. The transaction will allow the combined company to leverage the research and development workforce acquired as well as realize synergies, primarily through general and administrative and procurement savings. These factors contributed to the recognition of goodwill for the acquisition. |
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The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values is recorded as goodwill. As the transaction was completed recently, the accounting for the acquisition, including estimating the fair values of assets and liabilities acquired, is still being completed. As a result, the final purchase price allocation may differ significantly from the estimates. The estimated purchase price and allocation of the purchase price is as follows: |
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| | January 31, 2014 | | | | | |
Net assets: | | | | | | | | |
Cash and cash equivalents | | $ | 79.4 | | | | | |
Accounts receivable(1) | | | 111.5 | | | | | |
Sales-type lease receivables, current | | | 10.1 | | | | | |
Inventories(2) | | | 62.6 | | | | | |
Deferred tax asset, current | | | 7.8 | | | | | |
Other current assets | | | 32 | | | | | |
Sales-type lease receivables, non-current | | | 13.3 | | | | | |
Deferred tax asset, non-current | | | 5.3 | | | | | |
Property and equipment | | | 23.9 | | | | | |
Intangible assets – customer relationships(3)(7) | | | 13 | | | | | |
Intangible assets – developed technology(4)(7) | | | 152.6 | | | | | |
Intangible assets – trade name(5)(7) | | | 9 | | | | | |
Goodwill(6)(7) | | | 177.8 | | | | | |
Other non-current assets | | | 0.5 | | | | | |
Accounts payable and accrued liabilities(8) | | | (118.9 | ) | | | | |
Deferred revenue, current | | | (24.9 | ) | | | | |
Current portion of long-term debt | | | (1.8 | ) | | | | |
Deferred revenue, non-current | | | (12.5 | ) | | | | |
Pension liability(9) | | | (26.4 | ) | | | | |
Deferred tax liability | | | (30.6 | ) | | | | |
Other non-current liabilities | | | (12.4 | ) | | | | |
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Net assets acquired | | $ | 471.3 | | | | | |
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Consideration given: | | | | | | | | |
Amount paid, cash | | $ | 80 | | | | | |
Value of Mitel common shares issued | | | 391.3 | | | | | |
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Total consideration given | | $ | 471.3 | | | | | |
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-1 | Fair value of accounts receivable consists of gross contractual amounts receivable of $118.7, less best estimate of amounts not expected to be collected of $7.2. | | | | | | | |
-2 | Fair value of inventory determined based on gross inventory of $89.7 less a historical provision of $27.1. | | | | | | | |
-3 | Intangible assets – customer relationships are expected to be amortized over the estimated useful life of the asset of 7 years. | | | | | | | |
-4 | Intangible assets – developed technology is expected to be amortized over the estimated useful life of the asset of 6 years. | | | | | | | |
-5 | Intangible assets – trade name is expected to be amortized over the estimated useful life of the asset of 4 years. | | | | | | | |
-6 | Goodwill will be allocated to the new reporting segments on a relative fair value basis once the purchase price allocation is finalized. | | | | | | | |
-7 | Neither the goodwill nor the intangible assets are expected to be deductible for tax purposes. | | | | | | | |
-8 | Included in accounts payable and accrued liabilities is $3.7 relating to accrued contingent consideration recorded for the acquisition of Telepo Ltd. by Aastra on January 20, 2014. | | | | | | | |
-9 | The amounts recorded for pension liability consist primarily of unfunded defined benefit pension plans in France and Germany. Excluded from the pension liability is a multi-employer defined benefit plan in Switzerland. As a result of the assets in the plan being pooled as well risk-sharing of the liabilities in the plan, the plan is considered a multi-employer defined benefit plan under U.S. GAAP and, as such, contributions are expensed as paid and no amount has been recorded as a pension liability as withdrawal from the plan was not considered probable at January 31, 2014 and March 31, 2014. At January 31, 2014 Aastra’s share of the plan’s assets and projected benefit obligation was $98.4 and $104.1, respectively. | | | | | | | |
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Aastra’s results of operations are included in the income statement of the combined entity from the date of acquisition. The amount of revenue and net loss included in the Company’s results of operations from January 31, 2014 to March 31, 2014 from the acquisition was $89.3 and $1.5, respectively. The revenue and net loss include a reduction of $2.8 as a result of the valuation of the deferred revenue liabilities acquired being below Aastra’s historical book value and the corresponding decrease in revenues in subsequent periods. The net loss also includes amortization of acquired intangible assets of $4.9. |
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The following unaudited pro-forma financial information presents the Company’s consolidated financial results as if the acquisition had occurred at the beginning of the period: |
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| | Three months ended | |
| | March 31, | | | March 31, | |
2014 | 2013 |
Operations | | | | | | | | |
Revenues | | $ | 277.4 | | | $ | 273.5 | |
Net loss | | | (30.8 | ) | | | (8.8 | ) |
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These pro-forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations that actually would have resulted had the acquisition been effected at the beginning of the respective periods and are not necessarily representative of future results. The pro-forma results include the following adjustments: |
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| • | | Amortization of intangible assets that arose from the acquisition of $29.5 per year | | | | | |
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| • | | A reduction to revenue for the three months ended March 31, 2014 (relating to the pro-forma period from January 1, 2014 to January 31, 2014) and three months ended March 31, 2013 of $1.1 and $3.9, respectively, as a result of the valuation of the deferred revenue acquired being below Aastra’s historical book value and the corresponding decrease in revenues in subsequent periods. | | | | | |
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| • | | Tax provision based on an estimated effective tax rate of approximately 20% | | | | | |
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b) Oaisys – March 2014 |
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On March 4, 2014, Mitel completed the acquisition of Oaisys, a leading developer of integrated call recording and quality management solutions. The acquisition of Oaisys further strengthens Mitel’s position in the growing contact center market. Mitel paid $5.9 for all of the outstanding equity of Oaisys. In addition, up to $3.0 may be paid upon Oaisys meeting certain revenue targets for the year ended April 30, 2014. The Company estimates the fair value of the contingent consideration to be $2.0, based on the estimated Oaisys results for the year ended April 30, 2014. As the transaction was completed recently, the accounting for the acquisition, including estimating the fair values of assets and liabilities acquired, is still being completed. The estimated purchase price and allocation of the purchase price is as follows: |
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| | March 4, 2014 | | | | | |
Net assets: | | | | | | | | |
Cash and cash equivalents | | $ | 0.3 | | | | | |
Accounts receivable | | | 1.8 | | | | | |
Inventories | | | 0.1 | | | | | |
Deferred tax asset, current | | | 0.4 | | | | | |
Other current assets | | | 0.2 | | | | | |
Deferred tax asset, non-current | | | 0.1 | | | | | |
Property and equipment | | | 0.1 | | | | | |
Intangible assets – developed technology(1)(2) | | | 4 | | | | | |
Goodwill(2) | | | 3.4 | | | | | |
Other non-current assets | | | 0.6 | | | | | |
Accounts payable and accrued liabilities | | | (1.1 | ) | | | | |
Deferred revenue, current | | | (1.3 | ) | | | | |
Deferred revenue, non-current | | | (0.7 | ) | | | | |
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Net assets acquired | | $ | 7.9 | | | | | |
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Consideration given: | | | | | | | | |
Cash paid, March 2014 | | $ | 5.9 | | | | | |
Fair value estimate of contingent consideration | | | 2 | | | | | |
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Total consideration given | | $ | 7.9 | | | | | |
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-1 | Intangible assets – developed technology is expected to be amortized over the estimated useful life of the asset of 4 years. | | | | | | | |
-2 | Neither the goodwill nor the intangible assets are expected to be deductible for tax purposes. | | | | | | | |
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Oaisys’ results of operations are included in the income statement of the combined entity from the date of acquisition, March 4, 2014. Oaisys’ annual revenues were approximately $8.1 for the year ended December 31, 2013. |
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c) prairieFyre – June 2013 |
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On June 17, 2013, the Company completed the acquisition of prairieFyre Software Inc. (“prairieFyre”), a global provider of contact center, business analytics, and workforce optimization software and services. The acquisition provides Mitel with a cornerstone development platform to address increasing demand for cloud-based contact center solutions. The net cash cost to Mitel for the acquisition was $20.0 for a 100% equity ownership interest in prairieFyre. The net cash cost consisted of cash paid of $27.3 less cash and cash equivalents acquired of $4.2 and acquired accounts receivable due from Mitel of $3.1. Additional details, including the allocation of the purchase price to the net assets acquired is included in note 3 to the audited annual consolidated financial statements. |