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

Business Combination

12 Months Ended

Jan. 31, 2022

2. Business Combination

On November 5, 2021, pursuant to a merger agreement, the Company completed the 100% voting rights acquisition of Oculii Corp., or Oculii, a privately-held Ohio-based company that develops adaptive radar perception algorithms for automotive, including advanced driver assistance systems, autonomous vehicle driving systems and other commercial applications, for a total purchase consideration of $355.7 million. As a result, there was $277.0 million attributed to goodwill, $32.8 million attributed to intangible assets and $45.9 million attributed to net assets acquired. The Company also assumed all of the unvested options to purchase Oculii capital stock that were held by continuing Oculii service providers, subject to customary adjustments with respect to the exercise price and number of shares underlying such options. The acquisition-related costs included in selling, general and administrative expense in the consolidated statements of operations were approximately $3.8 million in fiscal year 2022.

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

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

The purchase price allocation is subject to change during the measurement period, which is not to exceed one year from the acquisition date. At this time, the Company does not expect material changes to the assets acquired or liabilities assumed. Goodwill is primarily attributable to expected synergies for the combined operations and the assembled workforce acquired and is assigned to the Company’s sole reportable segment.

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.

The finite-lived intangible assets will be amortized over the estimated useful lives based on the pattern in which the economic benefits are expected to be received to the cost of revenue and operating expenses and have a weighted average useful life of 7.8 years.

Pro Forma Information (Unaudited)

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	)

Approximately $0.5 million of revenue and $6.1 million of net loss attributable to Oculii since the acquisition date of November 5, 2021 have been included in the consolidated statements of operations for the fiscal year ended January 31, 2022.