Acquisitions and Divestitures | NOTE 2—ACQUISITIONS AND DIVESTITURES Sale of CGD Services On April 18, 2018, we entered into a stock purchase agreement with Purchaser, an entity affiliated with GC Valiant, LP, under which we agreed to sell our CGD Services business to the Purchaser. The sale closed on May 31, 2018. In accordance with the terms of the stock purchase agreement, the Purchaser agreed to pay us $135.0 million in cash upon the closing of the transaction, adjusted for the estimated working capital of CGD Services at the date of the sale compared to a working capital target. In addition to the upfront cash payment, we are eligible to receive an additional cash payment of $3.0 million based on the achievement of pre-determined earn-out conditions related to the award of certain government contracts. In the third quarter of fiscal 2018, we received $133.8 million in connection with the sale and at September 30, 2018, we have recorded a receivable from the Purchaser of $3.7 million for the estimated amount due related to the working capital settlement. The working capital settlement has not yet been settled with the Purchaser. No amount has been recorded as a receivable related to the potential achievement of earn-out conditions based upon our probability assessment of the achievement of the required conditions. We concluded that the sale of the CGD Services business met all of the required conditions for discontinued operations presentation in the second quarter of fiscal 2018. As such, the CGD Services business financial results are reported within discontinued operations in our consolidated financial statements. The operating results and cash flows of CGD Services have been classified as discontinued operations in the Consolidated Statements of Income (Loss) and the Consolidated Statements of Cash Flows for all periods presented and the assets and liabilities of CGD Services have been classified as assets and liabilities of discontinued operations in the Consolidated Balance Sheet at September 30, 2017. In 2018, we recognized a $6.1 million loss within discontinued operations, which was calculated as the excess of the carrying value of the net assets of CGD Services less the sales price in the stock purchase agreement of $135.0 million less selling costs of $4. 5 million. The operations and cash flows of CGD Services are reflected in our consolidated Statements of Income and Consolidated Statements of Cash Flows as discontinued operations through May 31, 2018, the date of the sale. Income from discontinued operations, net of taxes, is comprised of the following for the years ended September 30, 2018, 2017 and 2016 (in thousands): Years Ended September 30, 2018 2017 2016 Net sales $ 262,228 $ 378,152 $ 391,064 Costs and expenses: Cost of sales 235,279 342,819 350,429 Selling, general and administrative expenses 11,365 17,487 16,430 Amortization of purchased intangibles 1,373 2,752 4,764 Restructuring costs 7 208 574 Other income (15) (46) (93) Earnings from discontinued operations before income taxes 14,219 14,932 18,960 Net loss on sale 6,131 — — Income tax provision 3,845 401 5,145 Net income from discontinued operations $ 4,243 $ 14,531 $ 13,815 The carrying amounts of CGD Services assets and liabilities that were classified as assets and liabilities of discontinued operations are as follows (in thousands): September 30, September 30, 2018 2017 Accounts receivable, net $ — $ 74,710 Other current assets — 1,190 Property and equipment, net — 466 Goodwill — 94,350 Purchased intangibles, net — 8,637 Other noncurrent assets — (5,179) Total assets — 174,174 Accounts payable and other liabilities — 36,862 Net assets $ — $ 137,312 Business 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. Shield Aviation, Inc. In July 2018, we acquired the assets of Shield Aviation (Shield), based in San Diego, California, a provider of autonomous aircraft systems (AAS) for intelligence, surveillance and reconnaissance (ISR) services. The addition of Shield expands our C4ISR portfolio for our CMS segment and will provide our customers with a rapidly deployable, medium AAS that offers unique mission enabling capabilities. We already provide the data link as well as the command and control link for the Shield AAS. Shield’s sales and results of operations included in our operating results for the years ended September 30, 2018, 2017 and 2016 were as follows (in millions): September 30, 2018 2017 2016 Sales $ — $ — $ — Operating loss (0.8) — — Net loss after taxes (0.6) — — Shield’s operating results above included the following amounts for the years ended September 30, 2018, 2017 and 2016 (in millions): September 30, 2018 2017 2016 Amortization $ 0.1 $ — $ — Acquisition-related expenses 0.2 — — The acquisition-date fair value of consideration is $12.8 million, which is comprised of estimated fair value of contingent consideration of $5.6 million, extinguishment of secured loans and warrants due from Shield of $5.2 million, cash paid of $1.3 million, plus additional consideration to be paid in the future of $0.7 million. Under the purchase agreement, we will pay the sellers up to $10.0 million of contingent consideration if Shield meets certain sales goals from the date of acquisition through July 31, 2025. The contingent consideration liability will be re-measured to fair value at each reporting date until the contingencies are resolved and any subsequent changes in fair value are recognized in earnings. The acquisition of Shield was paid for with funds from existing cash resources. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Technology $ 6.0 Other net assets acquired 0.3 Net identifiable assets acquired 6.3 Goodwill 6.5 Net assets acquired $ 12.8 The estimated fair values of assets acquired and liabilities assumed, including purchased intangibles as well as the estimated fair value of contingent consideration are preliminary estimates pending the finalization of our valuation analyses. The estimated 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 technology asset valuation used the excess earnings approach. The intangible assets are being amortized using straight-line methods based on the expected period of cash flows that will be generated by the assets, over an average useful life of eight years from the date of acquisition. The goodwill resulting from the acquisition consists primarily of the synergies expected from combining the operations of Shield with our existing CMS business, and strengthening our capability of developing and integrating products and services in our CMS portfolio. The goodwill also includes the value of the assembled workforce that became our employees following the close of the acquisition. The amount recorded as goodwill is allocated to our CMS segment and is expected to be deductible for tax purposes. The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of Shield for fiscal years 2019 through 2023 and thereafter is as follows (in millions): Year Ended September 30, 2019 $ 0.8 2020 0.8 2021 0.8 2022 0.8 2023 0.8 Thereafter 1.9 MotionDSP In October 2017 we paid cash of $4.7 million to purchase 49% of the outstanding capital stock of MotionDSP, a private artificial intelligence software company based in Burlingame, California, which specializes in real-time video enhancement and computer vision analytics. On February 21, 2018, we paid net cash of $4.8 million to purchase the remaining outstanding capital stock of MotionDSP. The addition of MotionDSP enhances the capabilities in real-time video processing of our CMS business and expands our customer base in the public safety and other adjacent markets. MotionDSP’s sales and results of operations included in our operating results for the years ended September 30, 2018, 2017 and 2016 were as follows (in millions): September 30, 2018 2017 2016 Sales $ 0.6 $ — $ — Operating loss (2.7) — — Net loss after taxes (1.9) — — MotionDSP’s operating results above included the following amounts for the years ended September 30, 2018, 2017 and 2016 (in millions): September 30, 2018 2017 2016 Amortization $ 0.4 $ — $ — Acquisition-related expenses 0.8 0.2 — The acquisition of MotionDSP was paid for with funds from existing cash resources. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Customer relationships $ 0.2 Technology 4.5 Trade name 0.1 Accounts payable and accrued expenses (0.3) Other noncurrent liabilities (0.8) Other net liabilities assumed (0.9) Net identifiable assets acquired 2.8 Goodwill 6.7 Net assets acquired $ 9.5 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 trade name valuation used the relief from royalty method, the customer relationships valuation used the with-and-without valuation method, and the technology valuation used the excess earnings method. The intangible assets are being amortized using straight-line methods based on the expected cash flows from the assets, over a useful life of seven years from the date of acquisition. The goodwill resulting from the acquisition was deemed to consist primarily of the synergies expected from combining the operations of MotionDSP with our CMS operating segment, enhancing our capabilities in real-time video processing and computer vision analytics of our CMS portfolio, as well as the value of the assembled workforce that became our employees following the close of the acquisition. The amount recorded as goodwill in connection with the acquisition of MotionDSP is not expected to be deductible for tax purposes . The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of MotionDSP for fiscal years 2019 through 2023 and thereafter is as follows (in millions) : Year Ended September 30, 2019 $ 0.7 2020 0.7 2021 0.7 2022 0.7 2023 0.7 Thereafter 0.9 Deltenna In July 2017, we acquired all of the outstanding capital stock of Deltenna Ltd (Deltenna), a wireless infrastructure company specializing in the design and delivery of radio and antenna communication solutions. Deltenna designs and manufactures cutting-edge integrated wireless products including compact LTE base stations, broadband range extenders for areas of poor coverage and rugged antennas. The addition of Deltenna, headquartered in Chippenham, U.K., will enhance tactical communication and training capabilities of our CGD businesses by effectively delivering high-capacity data networks within challenging and rigorous environments. Deltenna’s sales and results of operations included in our operating results for the years ended September 30, 2018, 2017 and 2016 were as follows (in millions): September 30, 2018 2017 2016 Sales $ 0.3 $ 0.1 $ — Operating income (loss) 0.2 (0.2) — Net income (loss) after taxes 0.2 (0.2) — Deltenna’s operating results above included the following amounts for the years ended September 30, 2018, 2017 and 2016 (in millions): September 30, 2018 2017 2016 Amortization $ 0.3 $ — $ — Gains from changes in fair value of contingent consideration (0.3) — — Acquisition-related expenses — 0.2 — The estimated acquisition-date fair value of consideration is $5.3 million, which is comprised of cash paid of $4.0 million plus the estimated fair value of contingent consideration of $1.3 million. Under the purchase agreement, we will pay the sellers up to $7.0 million of contingent consideration if Deltenna meets certain sales goals from the date of acquisition through the year ending September 30, 2022. The contingent consideration liability will be re-measured to fair value at each reporting date until the contingencies are resolved and any changes in fair value are recognized in earnings. The acquisition of Deltenna was paid for with funds from existing cash resources. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Customer relationships $ 1.0 Technology 1.1 Other net assets acquired (liabilities assumed) (0.3) Net identifiable assets acquired 1.8 Goodwill 3.5 Net assets acquired $ 5.3 The fair values of purchased intangibles were determined using the valuation methodology determined to be the most appropriate for each type of asset being valued. The customer relationships valuations used the excess earnings approach and the technology asset valuations used the relief from royalty approach. The intangible assets are being amortized using straight-line methods based on the expected period of cash flows from the assets, over a useful life of eight years from the date of acquisition. At the time of the acquisition, the goodwill resulting from the acquisition was deemed to consist primarily of the synergies expected from combining the operations of Deltenna with our legacy CGD operating segment, and strengthening our capability of developing and integrating products in our defense portfolio, as well as the value of the assembled workforce that became our employees following the close of the acquisition. The amount recorded as goodwill was assigned to our legacy CGD segment. As described in Note 17, we concluded that CMS became a separate operating segment beginning on October 1, 2017 distinct from our legacy CGD operating segment. In conjunction with the changes to reporting units, on October 1, 2017 we reassigned goodwill between CGD and CMS based on their relative fair values. The amount recorded as goodwill in connection with the acquisition of Deltenna is not expected to be deductible for tax purposes. The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of Deltenna for fiscal years 2019 through 2023 and thereafter is as follows (in millions): Year Ended September 30, 2019 $ 0.3 2020 0.3 2021 0.3 2022 0.3 2023 0.3 Thereafter 0.3 Vocality In November 2016, we acquired all of the outstanding capital stock of Vocality International (Vocality), based in Shackleford, U.K., a provider of embedded technology which unifies communications platforms, enhances voice quality, increases video performance and optimizes data throughput. Vocality contributes to our C4ISR portfolio of products for our CMS segment and expands our defense customer base. Vocality also sells its technology in the broadcast, oil and gas and maritime markets. Vocality’s sales and results of operations included in our operating results for the years ended September 30, 2018, 2017 and 2016 were as follows (in millions): September 30, 2018 2017 2016 Sales $ 5.1 $ 1.5 $ — Operating loss (1.3) (2.9) — Net loss after taxes (1.2) (2.6) — Vocality’s operating results above included the following amounts for the years ended September 30, 2018, 2017 and 2016 (in millions): September 30, 2018 2017 2016 Amortization $ 0.8 $ 0.6 $ — Acquisition-related expenses 0.6 1.6 — P rior to our acquisition of Vocality, Vocality had a number of share-based payment awards in place to its employees. Due to the structure of some of these share-based payment awards and the acceleration of vesting of certain of these awards in connection with our acquisition of Vocality, we were required to recognize compensation expense, rather than purchase consideration, for the portion of our purchase price that we paid to the seller that was distributed to the recipients of these awards. Consequently, we recognized $0.4 million of compensation expense within general and administrative expenses during the year ended September 30, 2017 related to this matter. This compensation is reflected in Vocality’s acquisition-related expenses and results of operations above for fiscal year 2017. The acquisition date fair value of consideration is $9.6 million, which is comprised of cash paid of $9.7 million plus additional held back consideration to be paid in the future estimated at $0.3 million, less the $0.4 million of cash paid to the seller recorded as compensation expense described above . The acquisition of Vocality was paid for with funds from 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 $ 2.1 Technology 2.4 Trade name 0.4 Inventory 1.7 Accounts payable and accrued expenses (0.4) Other net assets acquired (liabilities assumed) (0.5) Net identifiable assets acquired 5.7 Goodwill 3.9 Net assets acquired $ 9.6 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. The customer relationships valuation used the excess earnings approach, and the technology and trade name asset valuations used the relief from royalty 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 useful life of nine years from the date of acquisition. At the time of the acquisition, the goodwill resulting from the acquisition was deemed to consist primarily of the synergies expected from combining the operations of Vocality with our legacy CGD operating segment, and strengthening our capability of developing and integrating products in our defense portfolio, as well as the value of the assembled workforce that became our employees following the close of the acquisition. The amount recorded as goodwill was assigned to our legacy CGD segment. As described in Note 17, we concluded that CMS became a separate operating segment beginning on October 1, 2017 distinct from our legacy CGD operating segment. In conjunction with the changes to reporting units, on October 1, 2017 we reassigned goodwill between CGD and CMS based on their relative fair values. The amount recorded as goodwill in connection with the acquisition of Vocality is not expected to be deductible for tax purposes. The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of Vocality for fiscal years 2019 through 2023 and thereafter is as follows (in millions): Year Ended September 30, 2019 $ 0.7 2020 0.6 2021 0.5 2022 0.5 2023 0.4 Thereafter 0.9 GATR On February 2, 2016, we acquired all of the outstanding capital stock of GATR Technologies, LLC (GATR), a defense systems business based in Huntsville, Alabama which manufactures expeditionary satellite communication terminal solutions. GATR expands our satellite communications and networking applications technologies for our CMS segment and expands our customer base. GATR’s sales and results of operations included in our operating results for the years ended September 30, 2018, 2017 and 2016 were as follows (in millions): September 30, 2018 2017 2016 Sales $ 111.1 $ 84.3 $ 43.1 Operating income (loss) 4.0 1.9 (26.4) Net income (loss) after taxes 2.9 1.4 (23.0) GATR’s operating results above included the following amounts for the years ended September 30, 2018, 2017 and 2016 (in millions): September 30, 2018 2017 2016 Amortization $ 11.1 $ 12.7 $ 9.7 (Gains) losses for changes in fair value of contingent consideration — (3.2) 0.7 Acquisition-related expenses 0.4 0.6 22.0 GATR’s operating results for the year ended September 30, 2016 were significantly impacted by the GAAP accounting requirements regarding business combinations. Prior to our acquisition of GATR, GATR had a number of share-based payment awards in place to its employees. Due to the structure of certain of these share-based payment awards and the acceleration of vesting of certain of these awards in connection with our acquisition of GATR, we were required to recognize compensation expense, rather than purchase consideration, for the portion of our purchase price that we paid to the seller that was distributed to the recipients of these awards. Consequently, we recognized $18.5 million of compensation expense within general and administrative expenses during the year ended September 30, 2016 related to this matter. Of this $18.5 million amount, $15.4 million is not deductible for tax purposes. The acquisition-date fair value of consideration is $220.5 million, which is comprised of cash paid of $236.1 million plus the fair value of contingent consideration of $2.5 million, less $18.1 million of cash paid to the seller that was recognized as expense in fiscal 2016. The contingent consideration liability was re-measured to fair value at each reporting date until the contingencies were resolved and changes in fair value were recognized in earnings. The acquisition of GATR was paid for predominantly with the proceeds of borrowings on our revolving credit agreement in 2016. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Customer relationships $ 51.7 Backlog 3.4 Technology 10.7 Non-compete agreements 1.2 Trade name 4.7 Accounts receivable 10.6 Inventory 3.4 Income tax receivable 5.1 Accounts payable and accrued expenses (2.4) Deferred tax liabilities (23.8) Net identifiable assets acquired 64.6 Goodwill 155.9 Net assets acquired $ 220.5 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, the non-compete agreements used the with-and-without approach, and the technology and trade name asset valuations used the relief from royalty 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 useful life of nine years from the date of acquisition. At the time of the acquisition, the goodwill resulting from the acquisition was deemed to consist primarily of the synergies expected from combining the operations of GATR with our legacy CGD business, including the synergies expected from combining its satellite communications and networking applications technologies with our C4ISR products and other products in our legacy CGD portfolio. The goodwill was also deemed to include the value of the assembled workforce that became our employees following the close of the acquisition and was allocated to our legacy CGD segment. As described in Note 17, we concluded that CMS became a separate operating segment beginning on October 1, 2017 distinct from our legacy CGD operating segment. In conjunction with the changes to reporting units, on October 1, 2017 we reassigned goodwill between CGD and CMS based on their relative fair values. The amount recorded as goodwill is generally not expected to be deductible for tax purposes. The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of GATR for fiscal years 2019 through 2023 and thereafter is as follows (in millions): Year Ended September 30, 2019 $ 9.8 2020 8.3 2021 6.9 2022 5.6 2023 3.8 Thereafter 3.8 TeraLogics On December 21, 2015, we acquired all of the assets of TeraLogics, LLC, an Ashburn, Virginia-based provider of real-time full motion video processing, exploitation and dissemination for the Department of Defense, the intelligence community and commercial customers. TeraLogics’ ability to develop real-time video analysis and delivery software for full motion video complements the existing tactical communications portfolio of our CMS segment and expands our customer base. TeraLogics’ sales and results of operations included in our operating results for the years ended September 30, 2018, 2017 and 2016 were as follows (in millions): September 30, 2018 2017 2016 Sales $ 23.7 $ 19.7 $ 14.2 Operating income (loss) 0.3 (1.8) (2.9) Net income (loss) after taxes 0.2 (1.2) (1.6) TeraLogics’ operating results above included the following amounts for the years ended September 30, 2018, 2017 and 2016 (in millions): September 30, 2018 2017 2016 Amortization $ 2.8 $ 3.5 $ 3.0 Losses for changes in fair value of contingent consideration 1.3 1.3 1.5 Acquisition-related expenses — 0.2 2.3 During the year ended September 30, 2016 we incurred a $1.3 million charge for compensation expense incurred related to amounts paid to TeraLogics employees upon the close of the acquisition. This compensation expense is reflected in TeraLogics’ acquisition-related expenses and the results of TeraLogics’ operations above. The acquisition-date fair value of consideration is $33.9 million, which is comprised of cash paid of $28.9 million plus the acquisition-date fair value of contingent consideration of $5.0 million. The contingent consideration liability has been re-measured to fair value at each reporting date until the contingencies were resolved and changes in fair value have been recognized in earnings. The acquisition of TeraLogics was paid for with a combination of funds from our existing cash resources and borrowings on our revolving credit facility. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Customer relationships $ 6.7 Backlog 5.6 Software 2.5 Non-compete agreements 0.1 Accounts receivable 1.4 Accounts payable and accrued expenses (0.5) Other net assets acquired (liabilities assumed) (0.1) Net identifiable assets acquired 15.7 Goodwill 18.2 Net assets acquired $ 33.9 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, the non-compete agreements used the with-and-without approach, and the software used the replacement cost new less cost decrements for obsolescence 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 useful life of seven years from the date of acquisition. At the time of the acquisition, the goodwill resulting from the acquisition was deemed to consist primarily of the synergies expected from combining the operations of TeraLogics with our legacy CGD business, including the synergies expected from combining TeraLogics real-time video capabilities with our existing tactical communications product portfolio, as well as the value of the assembled workforce who became our employees following the close of the acquisition. The amount recorded as goodwill was assigned to our legacy CGD segment. As described in Note 17, we concluded that CMS became a separate operating segment beginning on October 1, 2017 distinct from our legacy CGD operating segment. In conjunction with the changes to reporting units, on October 1, 2017 we reassigned goodwill between CGD and CMS based on their relative fair values. The amount recorded as goodwill in connection with the acquisition of TeraLogics is expected to be deductible for tax purposes. The estimated amortization expense amounts related to the intangible assets recorded in connection with our acquisition of TeraLogics for fiscal years 2019 through 2023 and thereafter is as follows (in millions): Year Ended September 30, 2019 $ 2.1 2020 1.4 2021 0.8 2022 0.5 2023 0.4 Thereafter 0.5 Acquisition of Trafficware Subsequent to September 30, 2018 In late October 2018, we acquired all of the outstanding capital stock of Advanced Traffic Solutions Inc. (Trafficware), a provider of intelligent traffic solutions for the transportation industry based in Sugar Land, Texas, which provides a fully integrated suite of software, Internet of Things (IoT) devices, and hardware solutions that provide customers with enhanced mobility and safety. Trafficware is expected to provide synergies from combining its capabilities with our existing CTS business. The purchase price is $235.7 million adjusted for the difference between net working capital acquired and a targeted working capital amount, and was financed primarily with proceeds from draws on our line of credit. The final determination of the purchase price allocation is expected to be completed as soon as practicable after consummation of the acquisition. Due to the limited time between the acquisition date and the filing of this report and due to the difference in fiscal year dates between Trafficware and Cubic, it is not practicable for us to disclose: (i) the allocation of purchase price to assets acquired and liabilities assumed as of the date of close, (ii) the methods of amortization and amortization periods of acquired intangible assets, and (iii) pro forma revenues and earnings of the combined company for the two years ended September 30, 2018. Pro forma information The following unaudited pro forma information presents our consolidated results of operations as if Shield Aviation, MotionDSP, Deltenna, Vocality, GATR and TeraLogics had been included in our consolidated results since October 1, 2016 (in millions): Year Ended September 30, 2018 2017 Net sales $ 1,204.0 $ 1,112.1 Net income (loss) $ 9.9 $ (29.5) 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, 2016, and it does not purport to project our future operating results. |