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Acquisitions
9 Months Ended
Jul. 01, 2016
Business Combinations [Abstract]  
Acquisitions

Note 12 – Acquisitions

On January 31, 2015, the Company acquired the defense, aerospace and training display (DAT) business of Belgium-based Barco N.V. (Barco) for €150 million, or approximately $171 million, in cash before a working capital adjustment of approximately $15 million. The Company incurred a $2.9 million foreign currency exchange loss in the funding of the acquisition in fiscal 2015.  Acquisition related costs of $3.4 million were recognized as selling, general and administrative expense in fiscal 2015.  The Company financed the acquisition primarily using international cash reserves, with the balance funded by borrowings under its existing credit facility.  The DAT business develops and manufactures visualization solutions for a variety of demanding defense and commercial aerospace applications and is included in our Avionics & Controls segment.

 

The following summarizes the allocation of the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.  The fair value adjustment for inventory was $7.0 million, which was recognized as cost of goods sold over eight months, the estimated inventory turnover.  The fair value of acquired programs represented the value of visualization solutions sold under long-term supply agreements with aerospace companies, military contractors, and OEM manufacturers using similar technology.  The valuation of the program included the values of program-specific technology, the backlog of contracts, and the relationship with customers which lead to potential future contracts.  The valuation of the programs was based upon the discounted cash flow at a market-based discount rate.  The purchase price includes the value of existing technologies, the introduction of new technologies, and the addition of new customers.  These factors resulted in recording goodwill of $46.6 million.  A substantial portion of the amount allocated to goodwill is not deductible for income tax purposes.

 

In Thousands

 

 

 

 

As of January 31, 2015

 

 

 

 

 

 

 

 

 

Current assets

$

82,319

 

 

Property, plant and equipment

 

6,206

 

 

Intangible assets subject to amortization

 

 

 

 

Programs (15 year average useful life)

 

56,455

 

 

Programs (3 year average useful life)

 

677

 

 

Trade name (3 year average useful life)

 

226

 

 

Goodwill

 

46,618

 

 

Other assets

 

3,401

 

 

Total assets acquired

 

195,902

 

 

 

 

 

 

 

Current liabilities assumed

 

34,006

 

 

Long-term liabilities assumed

 

5,921

 

 

Net assets acquired

$

155,975

 

 

 

To take advantage of synergies across the Company, DAT will be further integrated with existing businesses.  As a result of these integration activities, the Company incurred $2.8 million and $10.5 million of integration expenses in the three and nine months ended July 1, 2016, respectively.