Acquisitions and Divestitures (Tables)

12 Months Ended

Sep. 30, 2018

Acquisitions

Schedule of income (loss) and carrying amounts of assets and liabilities from discontinued operations

	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

Schedule of estimated amortization expense related to acquisition

The table below shows our expected amortization of purchased intangibles as of September 30, 2018, for each of the next five years and thereafter (in thousands):

	Transportation		Cubic Global		Cubic Mission
	Systems		Defense		Solutions		Total
2019	$	1,153	$	673	$	18,336	$	20,162
2020		944		254		14,687		15,885
2021		698		254		11,259		12,211
2022		598		254		8,129		8,981
2023		499		254		6,042		6,795
Thereafter		989		626		7,884		9,499
	$	4,881	$	2,315	$	66,337	$	73,533

Schedule of unaudited 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)

Shield Aviation

Acquisitions

Schedule of Business Combination Operating Results

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)		—		—

Schedule of Business Combination components of operating results

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		—		—

Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date

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

Schedule of estimated amortization expense related to acquisition

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

Acquisitions

Schedule of Business Combination Operating Results

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)		—		—

Schedule of Business Combination components of operating results

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		—

Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date

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

Schedule of estimated amortization expense related to acquisition

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

Acquisitions

Schedule of Business Combination Operating Results

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)		—

Schedule of Business Combination components of operating results

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		—

Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date

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

Schedule of estimated amortization expense related to acquisition

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

Acquisitions

Schedule of Business Combination Operating Results

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)		—

Schedule of Business Combination components of operating results

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		—

Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date

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

Schedule of estimated amortization expense related to acquisition

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

Acquisitions

Schedule of Business Combination Operating Results

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)

Schedule of Business Combination components of operating results

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

Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date

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

Schedule of estimated amortization expense related to acquisition

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

Acquisitions

Schedule of Business Combination Operating Results

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)

Schedule of Business Combination components of operating results

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

Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date

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

Schedule of estimated amortization expense related to acquisition

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