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Goodwill and Other Intangible Assets
12 Months Ended
Jun. 29, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
Note 9. Goodwill and Other Intangible Assets
Goodwill
In November 2023, we completed the acquisition of Cloud Light. We recognized preliminary goodwill of $360.7 million,
which was allocated to the Cloud & Networking segment.
In the first quarter of fiscal 2023, we completed two acquisitions, our acquisition of NeoPhotonics and the acquisition of IPG telecom transmission product lines. We recognized goodwill of $315.3 million related to the NeoPhotonics acquisition and $10.9 million related to the acquisition of the IPG telecom transmission product lines as of July 1, 2023. We allocated the entire goodwill amount in connection with these two acquisitions to the Cloud & Networking segment.
The following table presents our goodwill balance by the reportable segments as of June 29, 2024 and July 1, 2023 (in millions):
Cloud & NetworkingIndustrial TechTotal
Balance as of July 2, 2022$357.7 $11.2 $368.9 
Acquisition of NeoPhotonics (1)
315.3 — 315.3 
Acquisition of IPG telecom transmission product lines (2)
10.9 — 10.9 
Balance as of July 1, 2023$683.9 $11.2 $695.1 
Acquisition of Cloud Light (3)
360.7 — 360.7 
Balances as of June 29, 2024$1,044.6 $11.2 $1,055.8 
(1) We recorded $318.3 million of goodwill as of the acquisition date, and $3.0 million of measurement period adjustments to reduce goodwill during the year ended July 1, 2023.
(2) We recorded $6.5 million of goodwill as of the acquisition date, and $4.4 million of measurement period adjustments to increase goodwill during the year ended July 1, 2023.
(3) We recorded $359.5 million of goodwill as of the acquisition date and $1.2 million of measurement period adjustments to increase goodwill during the year ended June 29, 2024.
Impairment of Goodwill
We review goodwill for impairment during the fourth quarter of each fiscal year or more frequently if events or circumstances indicate that an impairment loss may have occurred. Based on the impairment analysis performed in the fourth quarter of each year presented, the fair value of each of our reporting units substantially exceeded the carrying value; as such, our annual qualitative assessment did not indicate that a more detailed quantitative analysis was necessary.
Other Intangibles
Our intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain customer relationships, which are amortized using an accelerated method of amortization over the expected customer lives, more accurately reflecting the pattern of realization of economic benefits we expect to derive. Acquired developed technologies are amortized to cost of sales and research and development expenses. Acquired customer relationships are amortized to selling, general and administrative expenses in the consolidated statement of operations.
IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified to an amortizable purchased intangible asset and amortized over the asset’s estimated useful life.
During the annual impairment testing performed in the fourth quarter of each year presented, we concluded that our intangible and other long-lived assets were not impaired at the asset group level. We review our intangible and other long-lived assets for impairment at least annually in the fourth quarter of each fiscal year, absent any interim indicators of impairment. There were no indicators of impairment at the asset group level during the years ended June 29, 2024 and July 1, 2023.
In November 2023, we completed the acquisition of Cloud Light. The intangible assets acquired from the acquisition were as follows as of the acquisition date (in millions, except for weighted average amortization period):
Fair Value at the Acquisition DateWeighted Average Amortization Period
(Years)
Acquired developed technologies$170.0 7.0
Customer relationships130.0 7.0
In-process research and development16.0 n/a
Order backlog14.0 1.0
Trade name and trademarks3.0 1.2
Total intangible assets$333.0 
During the year ended June 29, 2024, we reclassified $10.3 million of IPR&D intangible assets acquired from Cloud Light to acquired developed technologies for IPR&D projects that were completed during the period. We recorded $0.1 million of related amortization expense in our consolidated statements of operations during the year ended June 29, 2024.
In connection with the acquisition of NeoPhotonics and the IPG telecom transmission product lines in fiscal 2023, we recorded $452.5 million of intangible assets. Refer to “Note 4. Business Combination”. The intangible assets acquired from the acquisitions were as follows as of the acquisition date (in millions, except for weighted average amortization period):
Fair value at the acquisition dateWeighted average amortization period
(in years)
NeoPhotonicsIPG telecom transmission product linesTotal acquired
Acquired developed technologies$220.0 $8.6 $228.6 5.2
Customer relationships144.5 2.3 146.8 5.9
In-process research and development48.0 29.1 77.1 n/a
Total intangible assets$412.5 $40.0 $452.5 
During the years ended June 29, 2024 and July 1, 2023, we reclassified $1.9 million and $23.3 million, respectively, of IPR&D intangible assets acquired from NeoPhotonics to acquired developed technologies for IPR&D projects that were completed during the periods. We recorded $0.3 million and $2.6 million of related amortization expense in our consolidated statements of operations during the years ended June 29, 2024 and July 1, 2023, respectively.
During the year ended June 29, 2024, we discontinued our in-house development of coherent DSPs and RFICs. As a result, we recorded $35.8 million of restructuring and related charges during the fiscal fourth quarter of 2024, which includes $29.1 million write-off of IPR&D assets acquired as part of the acquisition of IPG telecom transmission product lines, as well as $6.7 million of contract exit costs and asset write-off. Refer to “Note 12. Restructuring and Related Charges”.
During the year ended July 1, 2023, we recorded a total charge of $21.3 million to write-off acquired intangible assets, which includes $12.9 million of research and development expense for IPR&D intangible assets acquired from NeoPhotonics for projects we will no longer pursue, and $6.8 million of cost of sales for developed technologies acquired from IPG and $1.6 million of selling, general and administrative expense for customer relationship acquired from IPG primarily due to product discontinuation as well as changes in customer demand.
The following tables present details of all of our intangibles, including those acquired in connection with our acquisitions in fiscal 2024 and fiscal 2023, as of the periods presented (in millions, except for weighted average remaining amortization period):
June 29, 2024Gross Carrying AmountsAccumulated AmortizationNet Carrying AmountsWeighted average remaining amortization period (years)
Acquired developed technologies$818.1 $(473.0)$345.1 4.8
Customer relationships 419.8 (169.4)250.4 4.9
In-process research and development 15.5 — 15.5 n/a
Order backlog14.0 (8.9)5.1 0.4
Trade name and trademarks3.0 (1.6)1.4 0.6
Total intangible assets$1,270.4 $(652.9)$617.5 
July 1, 2023Gross Carrying AmountsAccumulated AmortizationNet Carrying AmountsWeighted average remaining amortization period (years)
Acquired developed technologies$630.9 $(385.5)$245.4 4.2
Customer relationships 289.7 (116.8)172.9 3.7
In-process research and development40.9 — 40.9 n/a
Total intangible assets $961.5 $(502.3)$459.2 
During fiscal 2024, 2023 and 2022, we recorded $150.6 million, $127.7 million and $85.5 million, respectively, of amortization related to intangibles assets.
The following table presents details of amortization for the periods presented (in millions):
Years ended
June 29, 2024July 1, 2023July 2, 2022
Cost of sales$83.9 $84.4 $62.9 
Selling, general and administrative65.2 43.3 22.6 
Research and development1.5 — — 
Total amortization of intangibles$150.6 $127.7 $85.5 
Based on the carrying amount of our intangible assets as of June 29, 2024, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows (in millions):
Fiscal Years
2025$149.4 
2026133.3 
2027121.0 
202881.5 
202951.8 
Thereafter65.0 
Total$602.0 
The table above excludes in-process research and development intangible assets.