Acquisitions | Acquisitions Fiscal Year 2015 Hunter Technology Corporation — On April 14, 2015, the Company completed the acquisition of Hunter Technology Corporation, (“Hunter”), an $80.5 million (unaudited) annual revenue business, with operations located in Milpitas, CA and Lawrenceville, GA, in a $55.0 million all-cash transaction. The transaction includes a $2.8 million escrowed holdback which is available to fund any potential post-closing working capital adjustment and potential seller indemnification obligations in relation to the acquisition agreement. Additional consideration of up to $13.0 million is contingent upon Hunter attaining certain performance thresholds during the twelve month period following the transaction. The Company has recorded a $1.0 million liability to reimburse shareholders the tax gross-up related to the election filed under Section 338(h)(10) of the Internal Revenue Code of 198, as amended. Hunter, which is part of the Company's MDS segment, was founded in 1968 and was one of the first electronic contract manufacturing providers specializing in military and aerospace applications. Today, Hunter is one of the few suppliers in the Silicon Valley region providing engineering design, new product introduction (NPI) and full-rate production manufacturing solutions working with major defense and aerospace companies, test and measurement suppliers, secure networking solution providers, medical device manufacturers and a wide variety of industrial customers. The initial accounting for this acquisition is not complete pending detailed analyses of the facts and circumstances that existed as of the acquisition date. The Company has recorded a $1.2 million liability in relation to the purchase date estimated fair value of the additional contingent consideration for this acquisition. The Company estimated the fair value of the contingent consideration using an income approach, which is based on significant inputs, primarily forecasted future operating results of the acquired businesses, not observable in the market and thus representing a Level 3 measurement as defined in ASC 820. The Company adjusts the fair value of contingent consideration through operating expenses if there are changes to the inputs used in the income approach and as a result of the passage of time. The Company is in the process of reviewing the preliminary valuations of certain working capital items. The following table represents the preliminary allocation of the total consideration to assets acquired and liabilities assumed in the acquisition of Hunter based on Sparton’s preliminary estimate of their respective fair values at the acquisition date (in thousands): Total purchase consideration: Cash $ 55,194 Common Stock 673 Section 338 gross payable 1,000 Accrued contingent consideration 1,180 Total purchase consideration $ 58,047 Assets acquired and liabilities assumed: Cash $ 678 Accounts receivable 10,396 Inventory 20,438 Other current assets 470 Property, plant and equipment 2,221 Customer relationships 14,700 Non-compete agreements 420 Goodwill 26,494 Other long term assets 396 Accounts payable (15,756 ) Other current liabilities (2,236 ) Other long term liabilities (174 ) Total assets acquired and liabilities assumed $ 58,047 The Hunter acquisition has resulted in approximately $26.5 million of goodwill, which is expected to be deductible for tax purposes and has been assigned entirely to the Company’s MDS segment. The Company believes goodwill primarily relates to strategic fit, resulting synergies and the acquired workforce that this business brings to existing operations. The fair values of acquired identifiable intangible assets have been determined to be Level 3 under the fair value hierarchy and have been estimated based on projected future cash flows and customer attrition rates, discounted using an estimated weighted average cost of capital. The customer relationships are being amortized using an accelerated methodology over ten years. The non-compete agreements are being amortized using a straight-line methodology over two years. Included in the Company’s Consolidated Statements of Income for the year ended June 30, 2015 are net sales of approximately $14.3 million and net loss before income taxes of approximately $0.7 million , since the April 14, 2015 acquisition of Hunter. The Company incurred legal, professional and other costs related to this acquisition aggregating approximately $0.4 million for the year ended June 30, 2015. These costs were recognized as selling and administrative expenses and reflected as non-segment corporate and other unallocated costs. Stealth.com — On March 16, 2015, the Company completed the acquisition of substantially all of the assets of Stealth.com ("Stealth"), a $10.4 CAD ( $8.0 USD) million (unaudited) annual revenue business, located in Woodbridge, ON Canada in a $16.0 CAD ( $12.6 USD) million all-cash transaction. The transaction includes a $1.9 million CAD ( $1.5 USD) million escrowed holdback which is available to fund any potential post-closing working capital adjustment and potential seller indemnification obligations in relation to the acquisition agreement. The acquired business, which is part of the Company's ECP segment, is a supplier of high performance ruggedized industrial grade computer systems and peripherals that include Mini PC/Small Form Factor Computers, Rackmount Server PCs, Rugged Industrial LCD Monitors, Rugged Portable PCs, Industrial Grade Keyboards and Rugged Trackballs and Mice. The initial accounting for this acquisition is not complete pending detailed analyses of the facts and circumstances that existed as of the acquisition date. The Stealth acquisition has preliminarily resulted in approximately $8.6 CAD ( $6.7 USD) million of goodwill, which is expected to be deductible for tax purposes and has been assigned entirely to the Company’s ECP segment. The Company believes goodwill primarily relates to strategic fit. Included in the Company’s Consolidated Statements of Income for the year ended June 30, 2015 are net sales of approximately $2.5 million and net income before income taxes of approximately $0.4 million , since the March 16, 2015 acquisition of Stealth. The Company incurred legal, professional and other costs related to this acquisition aggregating approximately $0.3 million for the year ended June 30, 2015. These costs were recognized as selling and administrative expenses and reflected as non-segment corporate and other unallocated costs. KEP Marine — On January 21, 2015, the Company completed the acquisition of certain assets of KEP Marine, a $3 million (unaudited) annual revenue business and division of Kessler-Ellis Products, located in Eatontown, NJ, in a $4.3 million all-cash transaction. The acquired business, which is part of the Company's ECP segment, designs and manufactures industrial displays, industrial computers and HMI software for the Marine market. These product lines will be consolidated into the Aydin Displays facility, located in Birdsboro, PA. The KEP Marine acquisition has preliminarily resulted in approximately $1.6 million of goodwill, which is expected to be deductible for tax purposes and has been assigned entirely to the Company’s ECP segment. The Company believes goodwill primarily relates to strategic fit. The Company incurred legal, professional and other costs related to this acquisition aggregating approximately $0.1 million for the year ended June 30, 2015. These costs were recognized as selling and administrative expenses and reflected as non-segment corporate and other unallocated costs. Real-Time Enterprises, Inc. — On January 20, 2015, the Company completed the acquisition of Real-Time Enterprises, Inc. ("RTEmd"), a $4 million (unaudited) annual revenue business, located in Pittsford, NY, in a $ 2.3 million all-cash transaction. Additional consideration of up to $0.8 million is contingent upon RTEmd attaining certain performance thresholds during the twelve month period following the transaction. RTEmd will continue to service its current and future customers out of its Pittsford, NY location. The acquired business, which is part of the Company's MDS segment, is a leading developer of embedded software to operate medical devices and diagnostic equipment through a disciplined approach to product development and quality/regulatory services with specific product experience such as patient monitoring, medical imaging, in-vitro diagnostics, electro-medical systems, surgical applications, ophthalmology, nephrology, infusion pumps and medical imaging. The initial accounting for this acquisition is not complete pending detailed analyses of the facts and circumstances that existed as of the acquisition date. The Company has recorded a $0.4 million liability in relation to the purchase date estimated fair value of the additional contingent consideration for this acquisition. The Company estimated the fair value of the contingent consideration using an income approach, which is based on significant inputs, primarily forecasted future operating results of the acquired businesses, not observable in the market and thus representing a Level 3 measurement as defined in ASC 820. The Company adjusts the fair value of contingent consideration through operating expenses if there are changes to the inputs used in the income approach and as a result of the passage of time. The RTEmd acquisition has preliminarily resulted in approximately $1.9 million of goodwill, which is not expected to be deductible for tax purposes and has been assigned entirely to the Company’s MDS segment. The Company believes goodwill primarily relates to strategic fit. The Company incurred legal, professional and other costs related to this acquisition aggregating approximately $0.2 million for the year ended June 30, 2015. These costs were recognized as selling and administrative expenses and reflected as non-segment corporate and other unallocated costs. Argotec, Inc. — On December 8, 2014, the Company completed the acquisition of certain assets of Argotec, Inc. ("Argotec"), located in Longwood, FL in a $0.4 million all-cash transaction. Historical revenues of this business are not material. The acquired business, which is part of the Company's ECP segment, is engaged in developing and manufacturing sonar transducer products and components for the U.S. Navy and also provides aftermarket servicing. These products have been consolidated into the Company's DeLeon Springs, FL location. The Argotec acquisition has resulted in approximately $0.2 million of goodwill, which is not expected to be deductible for tax purposes and has been assigned entirely to the Company’s ECP segment. The Company believes goodwill primarily relates to strategic fit. The Company incurred legal, professional and other costs related to this acquisition aggregating less than $0.1 million for the year ended June 30, 2015. These costs were recognized as selling and administrative expenses and reflected as non-segment corporate and other unallocated costs. Industrial Electronic Devices, Inc. — On December 3, 2014, the Company completed the acquisition of certain assets of Industrial Electronic Devices, Inc. ("IED"), a $3.0 million (unaudited) annual revenue business, located in Flemington, NJ in a $3.3 million all-cash transaction. The transaction includes a $0.5 million escrowed holdback which is available to fund any potential seller indemnification obligations in relation to the acquisition agreement. The acquired business, which is part of the Company's ECP segment, designs and manufactures a full line of ruggedized displays for the Industrial and Marine markets. IED's catalog spans over 600 standard, semi-custom and custom configurations, incorporating some of the most advanced flat panel displays and touch screen technology available. These product lines have been consolidated into the Aydin Displays facility, located in Birdsboro, PA. The IED acquisition has resulted in approximately $2.0 million of goodwill, which is expected to be deductible for tax purposes and has been assigned entirely to the Company’s ECP segment. The Company believes goodwill primarily relates to strategic fit. The Company incurred legal, professional and other costs related to this acquisition aggregating approximately $0.2 million for the year ended June 30, 2015. These costs were recognized as selling and administrative expenses and reflected as non-segment corporate and other unallocated costs. Electronic Manufacturing Technology, LLC. — On July 9, 2014, the Company completed the acquisition of Electronic Manufacturing Technology, LLC. (“eMT”), located in Irvine, CA. The purchase price of $22.1 million which included $1.5 million of acquired cash, is subject to certain post-closing adjustments and was financed through the use of borrowing under the Company's Credit Facility. The transaction includes a $2.4 million escrowed holdback which is available to fund any potential post-closing working capital adjustment and potential seller indemnification obligations in relation to the acquisition agreement. The acquired business, which is part of the Company's MDS segment and which is expected to add $25 million (unaudited) in annualized revenue, is engaged in the contract services business of manufacturing electromechanical controls and electronic assemblies. Their customer profile includes international Fortune 1000 manufacturers of highly reliable industrial excimer laser products, laser eye surgery sub-assemblies, target simulators for space and aviation systems, power modules for computerized tomography products, test systems for commercial aerospace OEMs and toll road antennas and control boxes. The Company is in the process of reviewing the preliminary valuations of certain working capital items. The following table represents the preliminary allocation of the total consideration to assets acquired and liabilities assumed in the acquisition of eMT based on Sparton’s preliminary estimate of their respective fair values at the acquisition date (in thousands): Total purchase consideration: Cash $ 20,000 Post closing working capital adjustment 1,600 Post closing income tax adjustment 469 Total purchase consideration $ 22,069 Assets acquired and liabilities assumed: Cash $ 1,505 Accounts receivable 4,444 Inventory 4,090 Other current assets 26 Property, plant and equipment 584 Customer relationships 5,950 Non-compete agreements 2,730 Trade names 80 Goodwill 6,959 Other long term assets 30 Accounts payable (3,636 ) Other current liabilities (693 ) Total assets acquired and liabilities assumed $ 22,069 The eMT acquisition has resulted in approximately $7.0 million of goodwill, which is expected to be deductible for tax purposes and has been assigned entirely to the Company’s MDS segment. The Company believes goodwill primarily relates to strategic fit, resulting synergies and the acquired workforce that this business brings to existing operations. The fair values of acquired identifiable intangible assets have been determined to be Level 3 under the fair value hierarchy and have been estimated based on projected future cash flows and customer attrition rates, discounted using an estimated weighted average cost of capital. The customer relationships are being amortized using an accelerated methodology over ten years. The non-compete agreements are being amortized using a straight-line methodology over five years. Trade names and trademarks are being amortized using a straight-line methodology over one year. Included in the Company’s Consolidated Statements of Income for the year ended June 30, 2015 are net sales of approximately $ 24.0 million and income before income taxes of approximately $ 2.5 million , since the July 9, 2014 acquisition of eMT. The initial accounting for this acquisition is not complete pending detailed analyses of the facts and circumstances that existed as of the acquisition date. The Company incurred legal, professional and other costs related to this acquisition aggregating approximately $0.6 million for the year ended June 30, 2015. These costs were recognized as selling and administrative expenses and reflected as non-segment corporate and other unallocated costs. Fiscal Year 2014 The following table represents the allocation of the total consideration to assets acquired and liabilities assumed in the 2014 acquisitions based on Sparton’s estimate of their respective fair values at the acquisition date (in thousands): Aubrey Group, Inc. Beckwood Services, Inc. Aydin Displays, Inc. Total purchase consideration: Cash $ 5,300 $ 15,300 $ 15,000 Cash consideration paid for excess cash 573 — — Working capital adjustment (252 ) 46 502 Total purchase consideration $ 5,621 $ 15,346 $ 15,502 Assets acquired and liabilities assumed: Cash $ 1,056 $ — $ — Accounts receivable 680 1,157 2,279 Inventories 184 2,075 6,601 Deferred income taxes 4 108 — Other current assets 22 122 895 Property, plant and equipment 221 83 582 Customer relationships — 10,000 1,500 Non-compete agreements 140 280 — Trade names and trademarks — — 180 Unpatented technology — — 650 Goodwill 4,510 6,731 2,181 Deferred income taxes - non-current 290 (3,761 ) — Other long-term assets — 8 2,292 Accounts payable (173 ) (866 ) (1,215 ) Other current liabilities (1,313 ) (591 ) (443 ) Total assets acquired and liabilities assumed $ 5,621 $ 15,346 $ 15,502 Aubrey Group, Inc. — On March 17, 2014, the Company completed the acquisition of Aubrey Group, Inc. ("Aubrey”), located in Irvine, CA, in a $5.0 million all-cash transaction after settlement of an approximate $0.3 million post-closing working capital adjustment during the first quarter of fiscal 2015. Additional consideration of approximately $0.6 million was paid at closing for cash of the business in excess of net customer deposits held by the Aubrey. The transaction was financed through the use of borrowings under the Company's Credit Facility. The acquired business, a design and manufacturing company, which is part of the MDS segment, develops new products for OEMs in the Medical and Biotechnological markets. Inventors, entrepreneurs and industry leading OEMs utilize Aubrey's design and engineering teams to develop innovative solutions in a timely manner, delivering its clients' new products into the marketplace faster and more cost effectively. Beckwood Services, Inc. — On December 11, 2013, the Company completed the acquisition of Beckwood Services, Inc. ("Beckwood”), located in Plaistow, N.H., in a $15.3 million all-cash transaction financed through the use of cash on hand and borrowings under the Company's Credit Facility. The transaction includes an approximate $1.5 million escrowed holdback which is available to fund potential seller indemnification obligations in relation to the acquisition agreement. The acquired business, which is part of the Company's MDS segment, develops electronic or electro-mechanical controls and electronic assemblies. Their customer profile includes international Fortune 1000 manufacturers of industrial control systems, analytical instruments, measuring and detecting equipment and military, defense and Homeland Security equipment. Aydin Displays, Inc. — On August 30, 2013, the Company completed the acquisition of certain assets and liabilities of Aydin Displays, Inc. ("Aydin Displays" or “Aydin”), located in Birdsboro, PA, in a $15.5 million all-cash transaction, after settlement of a $0.5 million working capital adjustment during the third quarter of the Company's fiscal 2014 year. The transaction was financed through the use of borrowings under the Company's Credit Facility. The transaction includes an approximate $1.2 million escrowed holdback which is available to fund potential seller indemnification obligations in relation to the acquisition agreement. The acquired business, which is part of the Company's ECP segment, develops enhanced flat panel display and touch-screen solutions with application-critical performance criteria including ruggedization, high resolution, color accuracy, response/refresh times, sunlight readability and other criteria such as magnetic interference and emanations security for the Military & Aerospace and Civil Marine markets. These products are currently specified in the U.S. Navy P8A Poseidon ASW aircraft behind-the-cockpit control center, the command and control centers of many U.S. Navy ships, Federal Aviation Administration air traffic control systems and cockpit command centers for various civil marine applications. The acquired business will continue to operate as Aydin Displays. Fiscal Year 2013 The following table represents the allocation of the total consideration to assets acquired and liabilities assumed in the 2013 acquisitions based on Sparton’s estimate of their respective fair values at the acquisition date (in thousands): Creonix, LLC Onyx EMS, LLC Total purchase consideration: Cash $ 2,100 $ 43,250 Working capital adjustment (105 ) 2,188 Total purchase consideration $ 1,995 $ 45,438 Assets acquired and liabilities assumed: Accounts receivables $ — $ 7,529 Inventories 1,321 8,986 Other current assets — 403 Property, plant and equipment 304 13,656 Customer relationships 270 10,200 Non-compete agreements — 200 Goodwill 100 7,195 Accounts payable — (1,654 ) Other current liabilities — (1,077 ) Total assets acquired and liabilities assumed $ 1,995 $ 45,438 Creonix, LLC — On June 6, 2013, the Company completed the acquisition of certain assets related to the contract manufacturing business of Creonix, LLC (“Creonix”) in a $2.0 million all-cash transaction, after settlement of a $0.1 million working capital adjustment during the second quarter of the Company's fiscal 2014 year. The transaction was financed through the use of borrowings under the Company's credit facility. The acquired business, which is reported in the Company's Complex Systems segment, provided the Company with the capability of cable and wire harness engineering and assembly. Additionally, the acquisition provided further expansion into the Industrial and Military & Aerospace markets, diversified Sparton's customer base and increased utilization of the Company's existing assets through the consolidation of this business into Complex Systems's Brooksville, Florida plant. Creonix primarily manufactures products and components for battery monitoring, high speed optical imaging, neuromuscular incapacitation, imaging and wiring assemblies for military applications and electrical grid transformer protection systems. Onyx EMS, LLC — On November 15, 2012, the Company completed the acquisition of Onyx EMS, LLC (“Onyx”) in a $43.3 million all-cash transaction, subject to certain post-closing adjustments, which was financed through the use of Company cash and borrowings under the Company's credit facility. Additional consideration of $2.2 million was paid in relation to a post-closing working capital adjustment, which was settled in the Company's fiscal 2013 third quarter. The acquired business, which is reported in the Company's Medical segment, provided further expansion regionally into the Minneapolis medical device corridor, diversified the Company's customer base through both existing programs and a strong business development pipeline, and increased the number of complex sub-assembly and full device programs within Sparton. Additionally, Onyx brought long-term customers which can utilize Sparton's expanded list of service offerings such as our low cost country footprint in Vietnam and full engineering design capabilities. Onyx primarily manufactures medical devices for OEM and ET companies, including products for cardiovascular diagnostics, hearing assistance, patient temperature and warming, point-of-care diagnostics and surgical equipment used in intraosseous medicine. Onyx also produces products such as precision measurement instruments for monitoring air quality and pollution, commercial fire and smoke alarm systems, sensing tools, test fixtures, and complex LED assemblies. Pro Forma Results The following table summarizes, on a pro forma basis, the combined results of operations of the Company and the acquired businesses of Hunter, Stealth, KEP, RTEmd, Argotec, IED and eMT, as though the acquisitions had occurred as of July 1, 2013 and Aubrey, Beckwood and Aydin as though the acquisitions had occurred as of July 1, 2012. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the acquisitions occurred as of July 1, 2013 and 2012, respectively, or of future consolidated operating results (in thousands, except per share amounts): For the Year Ended June 30, 2015 June 30, 2014 Net sales $ 461,734 $ 465,229 Income before income taxes $ 19,345 $ 33,654 Net income $ 15,219 $ 27,296 Net income per share — basic $ 1.54 $ 2.70 Net income per share — diluted $ 1.54 $ 2.69 Pro forma results presented above reflect: (1) incremental depreciation relating to fair value adjustments to property, plant and equipment; (2) amortization adjustments relating to fair value estimates of intangible assets; (3) elimination of interest expense relating to debt paid off in conjunction with the transaction; (4) incremental interest expense on assumed indebtedness and amortization of capitalized financing costs incurred in connection with the transactions; and (5) additional cost of goods sold relating to the capitalization of gross profit recognized in the year of acquisition as part of purchase accounting recognized for purposes of the pro forma as if it was recognized during the preceding year. Pro forma adjustments described above have been tax effected using Sparton's effective rate during the respective periods. |