Acquisitions | Acquisitions Fiscal Year 2015 The following table represents the allocation of the total consideration to assets acquired and liabilities assumed in the 2015 acquisitions based on Sparton’s estimate of their respective fair values at the acquisition date: Hunter Stealth KEP Marine RTEmd Argotec IED eMT Total purchase consideration: Cash $ 55,194 $ 12,558 $ 4,300 $ 2,332 $ 350 $ 3,000 $ 20,000 Common stock 673 — — — — — — Section 338 gross-up payable 572 — — — — — — Working capital adjustment — — (147 ) 103 75 292 1,600 Income tax adjustment — — — — — (271 ) 469 Total purchase consideration $ 56,439 $ 12,558 $ 4,153 $ 2,435 $ 425 $ 3,021 $ 22,069 Assets acquired and liabilities assumed: Cash $ 687 $ — $ — $ 206 $ — $ — $ 1,505 Accounts receivable 10,455 360 — 273 — — 4,444 Inventories 15,683 562 1,203 134 55 450 4,090 Other current assets 419 — — 6 — — 26 Property, plant and equipment 3,195 — — 7 118 — 584 Customer relationships 15,400 3,375 1,200 800 — — 5,950 Non-compete agreements 420 94 — — — 700 2,730 Tradenames and trademarks — 1,256 180 — 20 180 80 Unpatented technology — 690 — — — — — Goodwill 29,277 6,718 1,570 1,930 232 1,962 6,959 Deferred income taxes - non-current — — — (279 ) — (271 ) — Other long-term assets 263 — — 4 — — 30 Accounts payable (15,756 ) (425 ) — (14 ) — — (3,636 ) Other current liabilities (3,604 ) (72 ) — (632 ) — — (693 ) Total assets acquired and liabilities assumed $ 56,439 $ 12,558 $ 4,153 $ 2,435 $ 425 $ 3,021 $ 22,069 Hunter Technology Corporation — On April 14, 2015, the Company acquired Hunter Technology Corporation ("Hunter"), with operations located in Milpitas, CA and Lawrenceville, GA, for $55,000 . Hunter, which is part of the Company's MDS segment, provides electronic contract manufacturing in military and aerospace applications. Hunter provides engineering design, new product introduction 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. Included in the Company’s Consolidated Statements of Income for fiscal year 2015 are net sales of $14,288 and net loss before income taxes $656 , since the April 14, 2015 acquisition of Hunter. Stealth.com — On March 16, 2015, the Company acquired substantially all of the assets of Stealth.com ("Stealth"), located in Woodbridge, ON, Canada, for $16,000 CAD ( $12,558 USD). The acquired business, which is part of the Company's ECP segment, is a supplier of high performance rugged 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. Included in the Company’s Consolidated Statements of Income for fiscal year 2015 are net sales of $2,541 and income before income taxes of $384 , since the March 16, 2015 acquisition of Stealth. KEP Marine — On January 21, 2015, the Company acquired certain assets of KEP Marine, a division of Kessler-Ellis Products, located in Eatontown, NJ, for $4,300 . 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 have been consolidated into the Aydin Displays facility, located in Birdsboro, PA. Real-Time Enterprises, Inc. — On January 20, 2015, the Company acquired Real-Time Enterprises, Inc. ("RTEmd"), located in Pittsford, NY, for $2,332 . 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 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. Included in the Company’s Consolidated Statements of Income for fiscal year 2015 are net sales of $1,173 and loss before income taxes of $182 , since the July 9, 2014 acquisition of eMT. Argotec, Inc. — On December 8, 2014, the Company acquired certain assets of Argotec, Inc. ("Argotec"), located in Longwood, FL, for $350 . 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. Industrial Electronic Devices, Inc. — On December 3, 2014, the Company acquired certain assets of Industrial Electronic Devices, Inc. ("IED"), located in Flemington, NJ, for $3,292 . The acquired business, which is part of the Company's ECP segment, designs and manufactures a full line of rugged 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. Electronic Manufacturing Technology, LLC. — On July 9, 2014, the Company acquired Electronic Manufacturing Technology, LLC. (“eMT”), located in Irvine, CA, for $22,069 , which included $1,505 of acquired cash. The acquired business, which is part of the Company's MDS segment, 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. Included in the Company’s Consolidated Statements of Income for fiscal year 2015 are net sales of $23,503 and income before income taxes of $2,452 , since the July 9, 2014 acquisition of eMT. 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: Aubrey Beckwood Aydin 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 — Tradenames 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 acquired Aubrey Group, Inc. ("Aubrey”), located in Irvine, CA, for $5,048 . 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 acquired Beckwood Services, Inc. ("Beckwood”), located in Plaistow, N.H., for $15,346 . 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 acquired certain assets and liabilities of Aydin Displays, Inc. ("Aydin Displays" or “Aydin”), located in Birdsboro, PA, for $15,502 . 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. 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 (unaudited): For fiscal years 2015 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. During fiscal 2016, the Company elected to adopt Accounting Standards Update No. 2015-16, Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustment . As a result, during fiscal year 2016, the Company recorded adjustments to the opening balance sheets of Hunter and RTEmd as follows: Changes to goodwill: Inventory $ 5,052 Accounts receivable 386 Property, plant and equipment (974 ) Intangible assets - customer relationships (700 ) Other assets and liabilities, net (352 ) Non-cash adjustments 3,412 Adjustment to purchase consideration (750 ) Total $ 2,662 For fiscal year 2016, the Company recorded depreciation expense of $362 in cost of goods sold and amortization of intangible assets of $26 that would have otherwise been recorded in prior periods. Certain of the acquisitions included escrow accounts based on final working capital adjustments and other performance criteria. During fiscal year 2016, the Company received $750 in adjustments to the purchase price under the terms of an acquisition agreement, as reflected in the table above. During fiscal year 2016, the Company recorded an adjustment to Goodwill of $428 which reduced certain tax liabilities related to the Company’s purchase of Hunter. |