Acquisitions | 3 Months Ended |
Dec. 31, 2013 |
Acquisitions | ' |
Acquisitions | ' |
Note 3 — Acquisitions |
|
Each of the following acquisitions has been treated as a business combination for accounting purposes. The results of operations of each acquired business has been included in our consolidated financial statements since the respective date of each acquisition. |
|
ITMS |
|
On November 26, 2013 we acquired all of the outstanding capital stock of Intelligent Transport Management Solutions Limited (ITMS) from Serco Limited. ITMS is a provider of traffic management systems technology, traffic and road enforcement and maintenance of traffic signals, emergency equipment and other critical road and tunnel infrastructure. The acquisition of ITMS expands the portfolio of services and customer base of our Cubic Transportation Systems (CTS) segment. |
|
For the three months ended December 31, 2013, the amount of ITMS’ sales and net loss after taxes included in our Condensed Consolidated Statement of Income were $4.7 million and $0.5 million, respectively. Included in the ITMS operating results are $0.4 million of transaction costs incurred during the three months ended December 31, 2013. |
|
The purchase agreement states that the cost of the acquisition was approximately $69.0 million, adjusted by the difference between the net working capital acquired and the targeted working capital amounts. The acquisition date fair value of the consideration transferred is estimated to be $72.3 million. In November 2013, we paid cash of approximately $69.0 million and have recorded a liability of approximately $3.3 million as an estimate of the cash that will be paid to the seller in connection with the working capital settlement. |
|
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): |
|
Customer relationships | | $ | 15.7 | | | | | | | | | | |
Intellectual property | | 1.6 | | | | | | | | | | |
Backlog | | 5.7 | | | | | | | | | | |
Supplier relationships | | 0.6 | | | | | | | | | | |
Agreements with Seller | | 1.3 | | | | | | | | | | |
Accounts receivable - billed | | 4.4 | | | | | | | | | | |
Accounts receivable - unbilled | | 6.9 | | | | | | | | | | |
Deferred tax liabilities, net | | (0.2 | ) | | | | | | | | | |
Deferred revenue | | (2.4 | ) | | | | | | | | | |
Accounts payable and accrued expenses | | (4.6 | ) | | | | | | | | | |
Other net assets acquired | | 2.6 | | | | | | | | | | |
Net identifiable assets acquired | | 31.6 | | | | | | | | | | |
Goodwill | | 40.7 | | | | | | | | | | |
Net assets acquired | | $ | 72.3 | | | | | | | | | | |
|
The estimated fair values of the assets acquired and liabilities assumed, including the fair value of purchased intangibles and net deferred tax liabilities, are preliminary estimates pending the finalization of our valuation analyses. The net deferred tax liabilities were primarily recorded to reflect the tax impact of the identified intangible assets that will not generate tax deductible amortization expense. The estimated fair value of the accounts receivable and accounts payable and accrued expenses will be finalized as further information is received from the seller regarding these items. |
|
The fair values of purchased intangibles were determined using the valuation methodology deemed to be the most appropriate for each type of asset being valued. |
|
The customer relationships and backlog valuation used the excess earnings approach and the non-compete agreement and seller agreements valuations used the with and without approach. The supplier relationship and intellectual property valuations used the replacement cost approach. |
|
The intangible assets will be amortized using a combination of straight-line and accelerated methods based on the expected cash flows from the assets, over a weighted average useful life of two years from the date of acquisition and is not expected to be deductible for tax purposes. |
|
The goodwill resulting from the acquisition consists primarily of the synergies expected from combining the operations of ITMS with our existing CTS business and the acquired assembled workforce. The anticipated synergies include the ability to expand services offerings and cost reductions. The amount recorded as goodwill is allocated to our CTS segment and is not expected to be deductible for tax purposes. |
|
Based upon the preliminary estimate of the fair value of identifiable intangible assets, the estimated amortization expense related to the intangible assets recorded in connection with our acquisition of ITMS for fiscal years 2014 through 2018 is as follows (in millions): |
|
Year Ended | | | | | | | | | | | | |
September 30, | | | | | | | | | |
2014 | | $ | 7.3 | | | | | | | | | | |
2015 | | 6.8 | | | | | | | | | | |
2016 | | 5.3 | | | | | | | | | | |
2017 | | 3.9 | | | | | | | | | | |
2018 | | 1.9 | | | | | | | | | | |
| | | | | | | | | | | | | |
|
NEK |
|
On December 14, 2012, we acquired from NEK Advanced Securities Group, Inc. (Seller) the customer contracts and operating assets of NEK Special Programs Group LLC (NEK), which consists of the Seller’s Special Operation Forces training business based in Fayetteville, North Carolina and Colorado Springs, Colorado. For the three months ended December 31, 2013, the amounts of NEK’s sales and net loss after taxes included in our Condensed Consolidated Statement of Income were $10.7 million and $0.1 million, respectively. For the three months ended December 31, 2012, the amounts of NEK’s sales and net loss after taxes included in our Condensed Consolidated Statement of Income were $0.5 million and $0.1 million, respectively. Included in the NEK operating results are $0.4 million in transaction related costs. |
|
The acquisition agreement states that the cost of the acquisition will total $52.0 million, adjusted by the difference between the net working capital acquired and targeted working capital amounts, less amounts that will not be due if certain future events fail to occur. The acquisition-date fair value of consideration transferred is estimated to be $52.6 million. Through December 31, 2013 we have paid the Seller cash consideration of $49.1 million from our existing cash resources and we have recorded a current liability of approximately $3.5 million at December 31, 2013 as an estimate of additional cash consideration that is due to the Seller. The timing of the payment of $0.7 million of the additional cash consideration will be accelerated if the Seller causes certain events to occur, but will ultimately be paid over the passage of time regardless of whether these events occur. Approximately $2.8 million of the additional cash consideration is contingent upon future events, including the novation of certain of the Seller’s contracts to NEK. We have estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model. We have estimated that the probability of our payment to the Seller of any amounts less than the maximum possible additional cash consideration of $2.8 million is remote. As such, we have estimated that the fair value of the additional cash consideration at December 31, 2013 approximates the maximum possible contingent payments to the Seller of $2.8 million. There has been no significant change in the estimated fair value of the total estimated contingent payments to be made to the Seller since the date of the acquisition. |
|
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): |
|
Customer relationships | | $ | 13.3 | | | | | | | | | | |
Corporate trade names | | 4.9 | | | | | | | | | | |
Non-compete agreements | | 0.2 | | | | | | | | | | |
Accounts receivable -billed | | 3.1 | | | | | | | | | | |
Accounts receivable -unbilled | | 7.7 | | | | | | | | | | |
Accounts payable | | (3.0 | ) | | | | | | | | | |
Other net liabilities assumed | | (0.4 | ) | | | | | | | | | |
Net identifiable assets acquired | | 25.8 | | | | | | | | | | |
Goodwill | | 26.8 | | | | | | | | | | |
Net assets acquired | | $ | 52.6 | | | | | | | | | | |
|
The fair values of purchased intangibles were determined using the valuation methodology deemed to be the most appropriate for each type of asset being valued. Each of the valuation methodologies used were various methods under the income approach. The trade names valuation used the relief from royalty approach. The customer relationships valuation used the excess earnings approach and the non-compete agreements valuation used the with and without approach. The intangible assets are being amortized using a combination of straight-line and accelerated methods based on the expected cash flows from the assets, over a weighted average useful life of four years from the date of acquisition. |
|
The goodwill resulting from the acquisition consists primarily of the synergies expected from combining the operations of NEK and our Mission Support Services (MSS) business and the acquired assembled workforce. The anticipated synergies include the ability to expand services offerings and cost reductions. The amount recorded as goodwill is allocated to our MSS segment and is expected to be deductible for tax purposes. |
|
Based upon the fair value of identifiable intangible assets, the amortization expense related to the intangible assets recorded in connection with our acquisition of NEK for fiscal years 2014 through 2018 is as follows (in millions): |
|
Year Ended September 30, | | | | | | | | | | | | |
2014 | | $ | 3.4 | | | | | | | | | | |
2015 | | 2.9 | | | | | | | | | | |
2016 | | 2.4 | | | | | | | | | | |
2017 | | 1.9 | | | | | | | | | | |
2018 | | 1.4 | | | | | | | | | | |
| | | | | | | | | | | | | |
|
NextBus |
|
On January 24, 2013, we acquired all of the outstanding capital stock of NextBus, Inc. (NextBus) from Webtech Wireless, Inc. NextBus provides products and services to transit agencies which provide real-time passenger information to transit passengers, expanding the portfolio of services and customer base of our CTS segment. For the three months ended December 31, 2013 the amount of NextBus’ sales and net loss after taxes included in our Condensed Consolidated Statement of Income were $2.2 million and $0.4 million, respectively. |
|
We paid the seller cash of $20.2 million for NextBus from our existing cash resources. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): |
|
Customer relationships | | $ | 8.8 | | | | | | | | | | |
Accounts receivable, net | | 2.2 | | | | | | | | | | |
Backlog | | 1.7 | | | | | | | | | | |
Acquired technology | | 1.3 | | | | | | | | | | |
Corporate trade names | | 1 | | | | | | | | | | |
Accounts payable and accrued expenses | | (1.1 | ) | | | | | | | | | |
Deferred tax liabilities, net | | (3.3 | ) | | | | | | | | | |
Other net liabilities assumed | | (1.2 | ) | | | | | | | | | |
Net identifiable assets acquired | | 9.4 | | | | | | | | | | |
Goodwill | | 10.8 | | | | | | | | | | |
Net assets acquired | | $ | 20.2 | | | | | | | | | | |
|
The net deferred tax liabilities were primarily recorded to reflect the tax impact of the identified intangible assets that will not generate tax deductible amortization expense. The fair values of purchased intangibles were determined using the valuation methodology deemed to be the most appropriate for each type of asset being valued. Each of the valuation methodologies used were various methods under the income approach. The customer relationships and backlog valuations used the excess earnings approach. The trade names and technology valuations used the relief from royalty approach. |
|
The goodwill resulting from the acquisition consists primarily of the synergies expected from combining the operations of NextBus and our CTS business and the acquired assembled workforce. The anticipated synergies include the ability to expand services offerings and cost reductions. The amount recorded as goodwill is allocated to our CTS segment and is not expected to be deductible for tax purposes. |
|
The intangible assets are being amortized using a combination of accelerated and straight-line based on the expected cash flows from the assets, over a weighted average useful life of 5 years from the date of acquisition. Based upon the estimate of the fair value of identifiable intangible assets, the estimated amortization expense related to the intangible assets recorded in connection with our acquisition of NextBus for fiscal years 2014 through 2018 is as follows (in millions): |
|
Year Ended September 30, | | | | | | | | | | | | |
2014 | | $ | 1.6 | | | | | | | | | | |
2015 | | 1.5 | | | | | | | | | | |
2016 | | 1.4 | | | | | | | | | | |
2017 | | 1.3 | | | | | | | | | | |
2018 | | 1.2 | | | | | | | | | | |
| | | | | | | | | | | | | |
|
AIS |
|
On July 1, 2013 we acquired certain assets of Advanced Interactive Systems (AIS) and all of the capital stock of its foreign subsidiaries through a bankruptcy auction. AIS is a supplier of live fire specialized range facilities, virtual simulation products, engineering design and project management services for counter-terrorism, law enforcement and military forces worldwide. For the three months ended December 31, 2013 the amount of AIS’ sales and net loss after taxes included in our Condensed Consolidated Statement of Income were $1.3 million and $0.3 million, respectively. |
|
We paid cash of $2.0 million from our existing cash resources, net of cash acquired, for the assets of AIS. At September 30, 2013, the estimated fair value of liabilities for potential claims from customers were preliminary estimates pending the finalization of our valuation analyses. The finalization of the estimation of these values was completed in the quarter ended December 31, 2013 as further information was received from the customers as to the facts and circumstances that existed as of the July 1, 2013 acquisition date. As a result of this additional information, we have estimated that the fair value of the potential customer claims was $1.3 million. As a result, the carrying amount of the potential customer claims liabilities was retrospectively increased by $1.3 million on July 1, 2013, due to this new information, with a corresponding increase to goodwill. |
|
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in millions) including the retrospective adjustments described above: |
|
Customer relationships | | $ | 1.4 | | | | | | | | | | |
Technology | | 0.9 | | | | | | | | | | |
Backlog | | 0.6 | | | | | | | | | | |
Other net liabilities assumed | | (2.8 | ) | | | | | | | | | |
Net identifiable assets acquired | | 0.1 | | | | | | | | | | |
Goodwill | | 1.9 | | | | | | | | | | |
Net assets acquired | | $ | 2 | | | | | | | | | | |
|
The amount recorded as goodwill is allocated to our Cubic Defense Systems (CDS) segment and is not expected to be deductible for tax purposes. |
|
PSMC |
|
On July 1, 2013 we acquired certain assets of PS Management Consultants Pty Ltd. (PSMC). PSMC is a specialist project management and engineering enterprise, based in Canberra, Australia. For the three months ended December 31, 2013 the amount of PSMC’s sales and net income after taxes included in our Condensed Consolidated Statement of Income were $0.7 million and $0.2 million, respectively. |
|
We paid cash of $1.3 million from our existing cash resources to acquire PSMC. The following table summarizes the estimated fair values of the assets acquired at the acquisition date (in millions): |
|
Customer relationships | | $ | 0.6 | | | | | | | | | | |
Backlog | | 0.1 | | | | | | | | | | |
Net identifiable assets acquired | | 0.7 | | | | | | | | | | |
Goodwill | | 0.6 | | | | | | | | | | |
Net assets acquired | | $ | 1.3 | | | | | | | | | | |
|
The goodwill resulting from the acquisition consists primarily of the synergies expected from combining the operations of PSMC and our CDS business and the acquired assembled workforce. The anticipated synergies include the ability to expand services offerings and cost reductions. The amount recorded as goodwill is allocated to our CDS segment and is not expected to be deductible for tax purposes. |
|
Changes in goodwill for the three months ended December 31, 2013 were as follows (in millions): |
|
| | | | Mission | | | | | |
| | Transportation | | Support | | Defense | | | |
| | Systems | | Services | | Systems | | Total | |
| | | | | | | | | |
Balances at September 30, 2013 | | $ | 18.3 | | $ | 94.4 | | $ | 23.4 | | $ | 136.1 | |
Acquisitions | | 40.7 | | — | | — | | 40.7 | |
Foreign currency exchange rate changes | | 1.1 | | — | | — | | 1.1 | |
Balances at December 31, 2013 | | $ | 60.1 | | $ | 94.4 | | $ | 23.4 | | $ | 177.9 | |
|
Pro forma information |
|
The following unaudited pro forma information presents our consolidated results of operations as if ITMS, NEK, NextBus, AIS and PSMC had been included in our consolidated results since October 1, 2012 (in millions): |
|
| | Three Months Ended | | | | | | | |
December 31, | | | | | | |
| | 2013 | | 2012 | | | | | | | |
| | | | (As Restated) | | | | | | | |
Net sales | | $ | 314.5 | | $ | 347.9 | | | | | | | |
Net income attributable to Cubic | | $ | 8.7 | | $ | 18.6 | | | | | | | |
|
The pro forma information includes adjustments to give effect to pro forma events that are directly attributable to the acquisitions and have a continuing impact on operations including the amortization of purchased intangibles and the elimination of interest expense for the repayment of debt. No adjustments were made for transaction expenses, other adjustments that do not reflect ongoing operations or for operating efficiencies or synergies. The pro forma financial information is not necessarily indicative of what the consolidated financial results of our operations would have been had the acquisitions been completed on October 1, 2012, and it does not purport to project our future operating results. |