ACQUISITIONS | 3. ACQUISITIONS a) Mavenir – April 2015 On April 29, 2015, Mitel acquired Mavenir Systems, Inc. (“Mavenir”) (NYSE:MVNR), a global provider of software-based networking solutions for mobile carriers. Mitel acquired all of the outstanding common shares of Mavenir in exchange for $325.2 cash and 19.7 million Mitel shares. In addition, Mitel agreed to cash out all in-the-money, vested Mavenir stock options and, in exchange for all out-of-the-money and unvested Mavenir stock options, issue 2.5 million Mitel stock options with economically similar terms. Mitel management believes the acquisition will provide the Company with growth opportunities in the telephony application server market, in particular, in relation to Voice over LTE (“VoLTE”), will expand our current mobile service provider relationships and will extend our voice expertise from fixed-line to mobility. Management expects the transaction will also allow the Company to leverage the research and development workforce acquired, as well as realize synergies. These factors contributed to the recognition of goodwill for the acquisition. 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. 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, which is expected to be completed by December 31, 2015, may differ significantly from the estimates. The estimated purchase price and allocation of the purchase price is as follows: April 29, 2015 Net assets: Cash and cash equivalents $ 10.1 Accounts receivable (1) 35.1 Inventories (2) 6.5 Deferred tax asset, current 17.7 Other current assets 36.4 Property and equipment 9.0 Intangible assets – customer relationships (3)(6) 99.9 Intangible assets – developed technology (4)(6) 172.9 Goodwill (5)(6) 317.4 Other non-current assets 3.8 Deferred tax asset, non-current 0.8 Accounts payable and accrued liabilities (64.2 ) Deferred revenue, current (16.6 ) Current portion of long-term debt (7) (27.2 ) Deferred revenue, non-current (0.3 ) Deferred tax liability (49.3 ) Other non-current liabilities (6.7 ) Net assets acquired $ 545.3 Consideration given: Cash paid to Mavenir shareholders $ 325.2 Cash paid to Mavenir optionholders (8) 28.1 Value of Mitel common shares issued to Mavenir shareholders (9) 189.2 Value of Mitel options relating to past service issued to Mavenir optionholders (10) 2.8 Total consideration given $ 545.3 (1) Fair value of accounts receivable consists of gross contractual amounts receivable of $36.3, less best estimate of amounts not expected to be collected of $1.2. (2) Fair value of inventory consists of inventory with a historical cost of $8.5 less a historical provision of $2.0. (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 7 years. (5) Goodwill is allocated to the Mobile segment. (6) Neither the goodwill nor the intangible assets are expected to be deductible for tax purposes. (7) Long-term debt of Mavenir was repaid at closing. (8) Cash paid to Mavenir optionholders for vested, in-the-money options. (9) Fair value of the 19.7 million Mitel common shares issued to Mavenir shareholders valued at $189.2 based on the closing price of a Mitel common share on the NASDAQ stock market on April 28, 2015. (10) In exchange for all unvested in-the-money Mavenir stock options and all vested and unvested out-of-the-money Mavenir stock options, Mitel issued 2.5 million Mitel stock options with economically similar terms. Using a Black-Scholes valuation with assumptions consistent with grants made in the normal course as described in note 13, the fair value of the 2.5 million stock options totaled $13.0. Based on the vesting period of the original Mavenir stock options, $2.8 was determined to relate to past service and is considered part of the total consideration. The remaining amount will be recorded as stock-based compensation expense by Mitel based on the vesting period. Mavenir’s results of operations are included in the consolidated statements of operations of the combined entity from the date of acquisition and are included in the Mobile segment, as described in note 17. The amount of revenue from the acquisition included in the Company’s results of operations for the three and nine months ended September 30, 2015 was $42.4 and $66.9, respectively, which includes a reduction of $0.7 and $14.1, respectively, as a result of the valuation of in-progress contracts. As a result of purchase accounting, Mitel only records revenue for the value of work performed subsequent to the acquisition. As a result, the fair value of in-progress contracts, representing work completed up to the acquisition date, is not recorded as revenue by Mitel. As these contracts were recorded on a completed contract basis by Mavenir prior to the acquisition, no revenue was recognized for these contracts by Mavenir prior to the acquisition. In addition, the revenue for the three and nine months ended September 30, 2015 reflects a reduction of $1.5 and $2.7, respectively, as a result of the valuation of the deferred revenue liabilities acquired being below Mavenir’s historical book value and the corresponding decrease in revenues in subsequent periods. The amount of net loss from the acquisition included in the Company’s results of operations for the three and nine months ended September 30, 2015 was $11.9 and $19.8, respectively, which includes the adjustments to revenue described above as well as a corresponding decrease to cost of sales of $1.2 and $9.7, respectively, and amortization of acquired intangible assets of $10.9 and $16.2, respectively. 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 earliest fiscal year: Three Months Ended September 30 Nine Months Ended September 30 2015 2014 2015 2014 Operations Revenues $ 290.7 $ 305.3 $ 847.7 $ 917.4 Net loss $ (8.1 ) $ (19.7 ) $ (73.5 ) $ (79.9 ) Net loss per share $ (0.07 ) $ (0.17 ) $ (0.61 ) $ (0.68 ) 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: • Amortization of intangible assets that arose from the acquisition of $31.6 per year. • A reduction to revenue as a result of the valuation of the deferred revenue acquired being below Mavenir’s historical book value as well as the valuation of in-progress contracts, as described above. The pro-forma reduction for the three and nine months ended September 30, 2015 was nil and $1.4 (relating to the pro-forma period from January 1, 2015 to April 29, 2015). When added to the reduction in revenue as a result of the valuation of deferred revenue already recorded in the actual results, the total reduction to revenue for the three and nine months ended September 30, 2015 was $2.1 and $18.1, respectively. The reduction to revenue as a result of the valuation of in-progress contracts and deferred revenue for the three and nine months ended September 30, 2014 was $1.2 and $17.2, respectively. • A corresponding decrease to cost of sales as a result of the valuation of in-progress contracts, as described above. Including the decrease in cost of sales already recorded in the actual results, the total decrease to cost of sales for the three and nine months ended September 30, 2015 was $1.2 and $9.7, respectively. The decrease to cost of sales as a result of the valuation of deferred revenue for the three and nine months ended September 30, 2014 was nil and $8.5, respectively. • A tax provision based on an estimated effective tax rate of nil as a result of unrecognized tax loss carryforwards. • The January 2014 results of Aastra Technologies Limited (“Aastra”), acquired on January 31, 2014, as described in note 3(c), below. The pro-forma results for Aastra for January 2014 are described in note 3 to the Annual Financial Statements. The acquisitions of TigerTMS Ltd. (“Tiger”), as described in note 3(b), and Oaisys, as described in note 3(d), have not been included as they are not considered material. b) Tiger TMS – June 2015 On June 1, 2015, Mitel acquired all of the outstanding equity of Tiger, a global provider of software, cloud and applications-based solutions for the hospitality industry. Tiger recorded revenues of approximately $10.0 for the year ended December 31, 2014, which were primarily generated in Europe, the Middle East and the United States. Total consideration for the acquisition is estimated to be $9.0, consisting of $1.8 of cash paid on June 1, 2015, $3.0 expected to be paid in the fourth quarter of 2015 and an estimate of contingent consideration of $4.2, which is based on the operations of Tiger meeting certain revenue targets for the years ending December 31, 2015 and December 31, 2016. In addition, Mitel repaid $3.2 of long-term debt of Tiger at closing. 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, which is expected to be completed by December 31, 2015, may differ significantly from the estimates. The estimated purchase price and allocation of the purchase price is as follows: June 1, 2015 Net assets: Cash and cash equivalents $ 1.3 Accounts receivable 2.8 Inventories 0.3 Other current assets 0.2 Property and equipment 0.1 Intangible assets – customer relationships (1)(3) 3.9 Intangible assets – developed technology (2)(3) 2.3 Goodwill (3) 6.9 Accounts payable and accrued liabilities (0.7 ) Deferred revenue, current (3.6 ) Current portion of long-term debt (4) (3.2 ) Deferred tax liability, non-current (1.3 ) Net assets acquired $ 9.0 Consideration given: Cash paid, June 1, 2015 $ 1.8 Estimated amounts due in the fourth quarter of 2015 (5) 3.0 Estimated fair value of contingent consideration 4.2 Total consideration given $ 9.0 (1) Intangible assets – customer relationships are expected to be amortized over the estimated useful life of the asset of 7 years. (2) Intangible assets – developed technology is expected to be amortized over the estimated useful life of the asset of 6 years. (3) Neither the goodwill nor the intangible assets are expected to be deductible for tax purposes. (4) Long-term debt of Tiger was repaid at closing. (5) Includes a working capital adjustment expected to be finalized in the fourth quarter of 2015. Tiger’s results of operations are included in the consolidated statements of operations of the combined entity from the date of acquisition, June 1, 2015 and are included in the Premise segment. c) Aastra – January 2014 On January 31, 2014, Mitel acquired Aastra, 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 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 for a 100% equity interest in Aastra. In conjunction with the acquisition the Company completed a refinancing of its long-term senior debt, as described in note 10. Aastra’s results of operations are included in the results of operations of the combined entity from the date of acquisition. Additional details of the acquisition, including the allocation of the purchase price to the net assets acquired, are included in note 3 to the Annual Financial Statements. d) Oaisys – March 2014 On March 4, 2014, Mitel completed the acquisition of Oaisys, a developer of integrated call recording and quality management solutions. Mitel paid $7.9 for a 100% equity ownership of Oaisys. Oaisys’ results of operations are included in the results of operations of the combined entity from the date of acquisition. Additional details of the acquisition, including the allocation of the purchase price to the net assets acquired, are included in note 3 to the Annual Financial Statements. |