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Acquisitions
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisitions

4.

Acquisitions   

OGSystems

On January 7, 2019, the Company acquired a 100% ownership interest in OGSystems, a privately-owned company, for $292.4 million paid in cash. OGSystems provides geospatial intelligence, big data analytics and threat mitigation for defense and intelligence customers.  The Company borrowed $110 million under the Credit Agreement and $150 million on a short-term loan, as described in “Note 10—Debt and Credit Facilities,” to partially fund the acquisition. In connection with this acquisition, the Company recognized $5.4 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2019, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. OGSystems enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands):

 

 

 

Amount

 

Cash and cash equivalents

 

$

5,772

 

Accounts receivable

 

 

9,904

 

Contract assets

 

 

9,747

 

Prepaid expenses and other current assets

 

 

4,307

 

Property and equipment

 

 

4,085

 

Right of use assets, operating leases

 

 

8,826

 

Goodwill

 

 

183,540

 

Intangible assets

 

 

92,300

 

Other noncurrent assets

 

 

10

 

Accounts payable

 

 

(5,450

)

Accrued expenses and other current liabilities

 

 

(7,147

)

Contract liabilities

 

 

(1,300

)

Short-term lease liabilities, operating leases

 

 

(805

)

Income tax payable

 

 

(1,178

)

Deferred tax liabilities

 

 

(1,195

)

Long-term lease liabilities, operating leases

 

 

(8,021

)

Other long-term liabilities

 

 

(1,015

)

Net assets acquired

 

$

292,380

 

 

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):

 

 

 

Gross

Carrying

Amount

 

 

Amortization

Period

 

 

 

 

 

 

 

(in years)

 

Customer relationships

 

$

57,100

 

 

 

5

 

Backlog

 

 

27,700

 

 

 

3

 

Trade name

 

 

3,800

 

 

 

2

 

Non-compete agreements

 

 

2,400

 

 

 

3

 

Developed technologies

 

$

1,300

 

 

 

3

 

Amortization expense of $5.9 million related to these intangible assets was recorded for both the three months ended March 31, 2020 and March 31, 2019. The entire value of goodwill of $183.5 million was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $16 million is deductible for tax purposes.

The amount of revenue generated by OGSystems and included within consolidated revenues is $33.2 million and $29.0 million for the three months ended March 31, 2020 and March 31, 2019, respectively.  The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.    

Supplemental Pro Forma Information (Unaudited)

Supplemental information of unaudited pro forma operating results assuming the OGSystems acquisition had been consummated as of the beginning of fiscal year 2018 (December 30, 2017) (in thousands) is as follows:

 

 

 

Three Months Ended

 

 

 

March 31, 2020

 

 

March 31, 2019

 

Pro forma revenue

 

$

970,993

 

 

$

906,360

 

Pro forma net income including noncontrolling interests

 

$

14,846

 

 

$

17,458

 

 

QRC Technologies

On July 31, 2019 the Company acquired a 100% ownership interest in QRC Technologies (“QRC”), a privately-owned company, for $214.1 million in cash.  QRC provides design and development of open-architecture radio-frequency products.  The Company borrowed $140.0 million under the Revolving Credit Facility to partially fund the transaction. In connection with this acquisition, the Company recognized $4.9 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the fiscal year ended December 31, 2019, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. QRC is an agile, disruptive product company that specializes in radio frequency spectrum survey, record and playback; signals intelligence; and electronic warfare missions. QRC complements our existing portfolio, increases our presence in the high-growth markets of spectrum awareness and surveillance, and adds critical intellectual property that complements and expands the Company’s available capabilities for the Special Operations and Intelligence Communities.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the preliminary purchase price allocation as of the date of acquisition (in thousands):

 

 

 

Amount

 

Cash and cash equivalents

 

$

5,925

 

Accounts receivable

 

 

5,587

 

Prepaid expenses and other current assets

 

 

5,727

 

Property and equipment

 

 

1,205

 

Right of use assets, operating leases

 

 

5,228

 

Goodwill

 

 

125,091

 

Intangible assets

 

 

76,200

 

Accounts payable

 

 

(1,567

)

Accrued expenses and other current liabilities

 

 

(4,025

)

Short-term lease liabilities, operating leases

 

 

(545

)

Long-term lease liabilities, operating leases

 

 

(4,683

)

Net assets acquired

 

$

214,143

 

 

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):

 

 

 

Gross

Carrying

Amount

 

 

Amortization

Period

 

 

 

 

 

 

(in years)

Customer relationships

 

$

49,800

 

 

12

Developed technologies

 

 

21,800

 

 

3 to 5

In-process research and development

 

 

1,800

 

 

3 to 5

Non-compete agreements

 

 

1,200

 

 

4

Trade name

 

 

800

 

 

2

Backlog

 

 

800

 

 

1

 

The Company is still in the process of finalizing its valuation of the net assets acquired.

Amortization expense of $3.6 million related to these intangible assets was recorded for the three months ended March 31, 2020. The entire value of goodwill of $125.1 million was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill in its entirety is deductible for tax purposes.

The amount of revenue generated by QRC and included within consolidated revenues for the three months ended March 31, 2020 is $4.4 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

Supplemental Pro Forma Information

Supplemental information on an unaudited pro forma basis, assuming the QRC Technologies acquisition had been consummated as of the beginning of fiscal year 2018 (December 30, 2017) (in thousands) is as follows:

 

 

Three Months Ended

 

 

 

March 31, 2020

 

 

March 31, 2019

 

Pro forma revenue

 

$

970,993

 

 

$

910,997

 

Pro forma net income including noncontrolling interests

 

$

15,736

 

 

$

10,845