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Acquisitions
9 Months Ended
Apr. 01, 2022
Business Combinations [Abstract]  
Acquisitions Acquisitions
ATLANTA MICRO ACQUISITION
On November 29, 2021, the Company acquired Atlanta Micro, Inc. ("Atlanta Micro") for a purchase price of $90,000, subject to net working capital and net debt adjustments. Based in Norcross, Georgia, Atlanta Micro is a leading designer and manufacturer of high-performance RF modules and components, including advanced monolithic microwave integrated circuits (MMICs) which are critical for high-speed data acquisition applications including electronic warfare, radar and weapons. The Company funded the acquisition through the Company's existing revolving credit facility (the "Revolver").
The following table presents the net purchase price and the fair values of the assets and liabilities of Atlanta Micro on a preliminary basis:
Amounts
Consideration transferred
Cash paid at closing$91,438 
Working capital and net debt adjustment(474)
Less cash acquired(1,782)
Net purchase price$89,182 
Fair value of tangible assets acquired and liabilities assumed
Cash $1,782 
Accounts receivable1,568 
Inventory4,475 
Fixed assets547 
Other current and non-current assets2,043 
Accounts payable(529)
Accrued expenses(865)
Other current and non-current liabilities(11,051)
Fair value of net tangible assets acquired(2,030)
Fair value of identifiable intangible assets34,980 
Goodwill58,014 
Fair value of net assets acquired90,964 
Less cash acquired(1,782)
Net purchase price$89,182 

The amounts above represent the preliminary fair value estimates as of April 1, 2022 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. The preliminary identifiable intangible asset estimate includes customer relationships of $27,310 with a useful life of 20 years, completed technology of $7,260 with a useful life of 8 years and backlog of $410 with a useful life of 2 years. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill.
The estimated goodwill of $58,014 largely reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to the Company’s existing products and markets and is not deductible for tax purposes. The goodwill from this acquisition is reported in the Microelectronics reporting unit. The revenues and loss before income taxes from Atlanta Micro included in the Company's consolidated results for the third quarter ended April 1, 2022 were $3,409 and $365, respectively. The revenues and loss before income taxes from Atlanta Micro included in the Company's consolidated results for the nine months ended April 1, 2022 were $5,026 and $585, respectively.
AVALEX ACQUISITION
On September 27, 2021, the Company signed a definitive agreement to acquire Avalex Technologies (“Avalex”) for a purchase price of $155,000, subject to net working capital and net debt adjustments. On November 5, 2021, the transaction
closed and the Company acquired Avalex. Based in Gulf Breeze, Florida, Avalex is a provider of mission-critical avionics, including rugged displays, integrated communications management systems, digital video recorders, and warning systems. The Company funded the acquisition with the Company's Revolver.
The following table presents the net purchase price and the fair values of the assets and liabilities of Avalex on a preliminary basis:
Amounts
Consideration transferred
Cash paid at closing$157,367 
Working capital and net debt adjustment(1,185)
Less cash acquired(2,188)
Net purchase price$153,994 
Fair value of tangible assets acquired and liabilities assumed
Cash $2,188 
Accounts receivable and unbilled receivables5,317 
Inventory7,141 
Fixed assets1,245 
Other current and non-current assets5,195 
Accounts payable(1,700)
Accrued expenses(1,445)
Other current and non-current liabilities(4,787)
Fair value of net tangible assets acquired13,154 
Fair value of identifiable intangible assets61,360 
Goodwill81,668 
Fair value of net assets acquired156,182 
Less cash acquired(2,188)
Net purchase price$153,994 

The amounts above represent the preliminary fair value estimates as of April 1, 2022 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. The preliminary identifiable intangible asset estimate includes customer relationships of $41,880 with a useful life of 9 years, completed technology of $14,430 with a useful life of 7 years and backlog of $5,050 with a useful life of one year. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill.
The estimated goodwill of $81,668 largely reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to the Company’s existing products and markets. The goodwill from this acquisition is reported in the Processing reporting unit. The Company has estimated the tax value of the intangible assets from this transaction and is amortizing the amount over 15 years for tax purposes. As of April 1, 2022, the Company had $80,786 of goodwill deductible for tax purposes. The revenues and income before income taxes from Avalex included in the Company's consolidated results for the third quarter and ended April 1, 2022 were $8,908 and $726, respectively. The revenues and loss before income taxes from Avalex included in the Company's consolidated results for the nine months ended April 1, 2022 were $13,335 and $370, respectively.
PENTEK ACQUISITION
On May 27, 2021, the Company acquired Pentek Technologies, LLC and Pentek Systems, Inc. (collectively, "Pentek"). for a purchase price of $65,000, subject to net working capital and net debt adjustments. Based in Upper Saddle River, New Jersey, Pentek is a leading designer and manufacturer of ruggedized, high-performance, commercial off-the-shelf software-defined radio and data acquisition boards, recording systems and subsystems for high-end commercial and defense applications. The acquisition and associated transaction expenses were funded through a combination of cash on hand and the Company's Revolver. On October 13, 2021, the Company and former owners of Pentek agreed to post closing adjustments totaling $79, which increased the Company's net purchase price.
The following table presents the net purchase price and the fair values of the assets and liabilities of Pentek on a preliminary basis:
Amounts
Consideration transferred
Cash paid at closing$65,668 
Working capital and net debt adjustment79 
Less cash acquired(746)
Net purchase price$65,001 
Estimated fair value of tangible assets acquired and liabilities assumed
Cash$746 
Accounts receivable1,352 
Inventory6,575 
Fixed assets152 
Other current and non-current assets2,863 
Accounts payable(1,016)
Accrued expenses(545)
Other current and non-current liabilities(3,873)
Estimated fair value of net tangible assets acquired6,254 
Estimated fair value of identifiable intangible assets24,110 
Estimated goodwill35,383 
Estimated fair value of net assets acquired65,747 
Less cash acquired(746)
Net purchase price$65,001 
The amounts above represent the preliminary fair value estimates as of April 1, 2022 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. The preliminary identifiable intangible asset estimate includes customer relationships of $15,560 with a useful life of 21 years, completed technology of $6,340 with a useful life of 7 years and backlog of $2,210 with a useful life of one year. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill.
The goodwill of $35,383 largely reflects the potential synergies and expansion of the Company's offerings across product lines and markets complementary to the Company's existing products and markets. The goodwill from this acquisition is included in the Microelectronics reporting unit. The transaction was a combination of asset and stock, with the asset portion of goodwill being deductible for tax purposes. The Company has estimated the tax value of the intangible assets from this transaction and is amortizing the amount over 15 years for tax purposes. As of April 1, 2022, the Company had $28,893 of goodwill deductible for tax purposes.
PHYSICAL OPTICS CORPORATION ACQUISITION
On December 7, 2020, the Company signed a definitive agreement to acquire Physical Optics Corporation ("POC") for a purchase price of $310,000, subject to net working capital and net debt adjustments. On December 30, 2020, the transaction closed and the Company acquired POC. Based in Torrance, California, POC expands the Company's global avionics business and its collective footprint in the platform and mission management market. The Company funded the acquisition through a combination of cash on hand and the Company's Revolver. On May 28, 2021, the Company and representative of the former owners of POC agreed to post closing-adjustments totaling $2,641, which increased the Company’s net purchase price.
The following table presents the net purchase price and the fair values of the assets and liabilities of POC:
Amounts
Consideration transferred
Cash paid at closing$251,229 
Cash paid post closing61,626 
Working capital and net debt adjustment(2,096)
Less cash acquired(2,855)
Net purchase price$307,904 
Fair value of tangible assets acquired and liabilities assumed
Cash $2,855 
Accounts receivable and unbilled receivables31,255 
Inventory11,125 
Fixed assets23,236 
Other current and non-current assets18,173 
Accounts payable(3,777)
Accrued expenses(6,266)
Other current and non-current liabilities(30,107)
Fair value of net tangible assets acquired46,494 
Fair value of identifiable intangible assets116,000 
Goodwill148,265 
Fair value of net assets acquired310,759 
Less cash acquired(2,855)
Net purchase price$307,904 

On December 30, 2021, the measurement period for POC expired. The identifiable intangible assets include customer relationships of $83,000 with a useful life of 11 years, completed technology of $25,000 with a useful life of 9 years and backlog of $8,000 with a useful life of one year.
The goodwill of $148,265 largely reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to the Company’s existing products and markets and is not deductible for tax purposes. The goodwill from this acquisition is reported in the Processing reporting unit.