AMBARELLA INC - 10-K filing on 2022-04-01

Business Combination (Tables)

12 Months Ended

Jan. 31, 2022

Summary of Aggregate Purchase Consideration

The aggregate purchase consideration has been allocated as follow:

	Amount
	(in thousands)
Cash consideration transferred	$	355,071
Net working capital adjustment		247
Fair value of stock-based compensation awards attributable to pre-combination services		407
Total purchase consideration	$	355,725

Summary of Fair Values of Assets Acquired and Liabilities Assumed

The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition:

	Acquisition Date
	Fair Value
	(in thousands)
Cash and cash equivalents	$	48,032
Accounts receivable		733
Inventories		194
Prepaid expenses and other current assets		134
Property and equipment		155
Intangible assets		32,800
Goodwill		277,024
Other non-current assets		34
Total assets acquired		359,106
Accounts payable		223
Accrued and other current liabilities		2,193
Deferred income tax liability, non-current		965
Total liabilities assumed		3,381
Total purchase consideration	$	355,725

Summary of Intangible Assets Acquired in Acquisition

Below is a summary of intangible assets acquired in the acquisition:

	Acquisition Date		Estimated
	Fair Value		Useful Lives
	(in thousands)
Trade name (1)	$	2,500	7 years
Customer relationships (2)		13,200	9 years
Developed technology (1)		17,100	7 years
Total intangible assets acquired	$	32,800

_____________

(1)	The fair values of trade name and developed technology were determined by applying the Relief-from-Royalty Method under the income approach.

(2)	Customer relationships represent the fair value of the existing relationships using the Multi-Period Excess Earnings Method.

Summary of Unaudited Information

The following table presents unaudited pro forma information as if the acquisition of Oculii had occurred on February 1, 2020. The unaudited pro forma information for the periods indicated includes adjustments for non-recurring transaction costs, amortization of intangibles arising from the acquisition, stock-based compensation expense and the related income tax effects. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the acquisition been effected on February 1, 2020. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined entity may achieve as a result of the acquisition.

	Pro Forma Year Ended
	January 31, 2022			January 31, 2021
	(unaudited, in thousands)
Revenue	$	333,323		$	223,497
Net loss	$	(35,330	)	$	(78,644	)