8-KOther Events

F5, INC. 8-K Report (Oct 30, 2003)

Filed October 30, 2003For Securities:FFIV

Summary

This Form 8-K filing from F5, INC. (FFIV) provides updated pro forma financial information following the company's acquisition of substantially all of the assets of uRoam, Inc. on July 23, 2003. The report details the purchase price allocation, which includes a significant allocation to goodwill, and the impact on the combined company's financial statements as if the acquisition occurred at the beginning of the fiscal year ended September 30, 2003. The primary purpose of this filing is to present the unaudited pro forma condensed combined consolidated statements of operations, reflecting the combined financial performance post-acquisition. Key financial impacts presented include the combined net revenues and a pro forma net loss for the year ended September 30, 2003. The filing highlights the amortization of developed technology acquired from uRoam and the elimination of historical interest income and expense related to the acquisition funding. Investors should note that this pro forma information is based on estimates and assumptions and is presented for illustrative purposes, not necessarily indicative of future results.

Key Highlights

  • 1F5 Networks acquired substantially all of uRoam, Inc.'s assets for $25.0 million cash, plus $2.4 million in transaction costs, totaling $27.4 million.
  • 2The acquisition was accounted for using the purchase method, with a significant portion of the purchase price allocated to goodwill ($24.2 million).
  • 3Developed technology from uRoam was valued at $3.0 million and will be amortized over five years.
  • 4The pro forma combined statement of operations for the year ended September 30, 2003, shows net revenues of $116.9 million and a net loss of $1.8 million.
  • 5Pro forma adjustments include $600,000 for increased amortization of developed technology and elimination of $522,000 in historical interest income and $546,000 in historical interest expense.
  • 6The company has hired substantially all of uRoam's 20 employees, focusing on product development, sales, and service.
  • 7This filing provides updated pro forma information to reflect the acquisition's impact on F5 Networks' financial results.

Frequently Asked Questions

The total cost of the uRoam acquisition was $27.4 million, consisting of $25.0 million in cash for assets and $2.4 million in direct transaction costs.

The purchase price was allocated primarily to goodwill ($24.2 million) and developed technology ($3.0 million), with smaller amounts for accounts receivable and property and equipment. Liabilities assumed were minimal.

The pro forma combined statement of operations for the year ended September 30, 2003, indicates a net loss of $1.8 million on combined net revenues of $116.9 million. This reflects the amortization of acquired technology and the financial restructuring related to the acquisition.

The $3.0 million allocated to developed technology is expected to be amortized on a straight-line basis over an estimated useful life of five years.