Business Acquisitions

6 Months Ended

Jun. 30, 2019

Business Acquisitions and Divestitures

Business Acquisitions

Acyclica, Inc. On September 10, 2018, the Company completed a transaction to acquire 100% of the outstanding stock of Acyclica, Inc., a privately held software developer for automotive roadway and intersection data generation and analysis for approximately $9.7 million, including an estimate for contingent consideration pursuant to the stock purchase agreement. Based on the Company's preliminary purchase price allocation, the Company recorded $3.9 million of identified intangible assets and $6.0 million of goodwill in the Commercial business unit in the current quarter. The final allocation of the purchase price to identified intangible assets, goodwill, and the related tax attributes is subject to final determination of fair value and is expected to be finalized during the third quarter of 2019.

SeaPilot AB. On October 16, 2018, the Company acquired substantially all of the outstanding shares of SeaPilot AB, a privately held technology company for approximately $4.6 million in cash. During the current quarter, the Company preliminarily recorded $2.4 million of identified intangible assets and $2.3 million of goodwill in the Commercial business unit. The final allocation of the purchase price to identified intangible assets, goodwill, and the related tax attributes is subject to final determination of fair value and is expected to be finalized during the third quarter of 2019.


Note 20.	Business Acquisitions and Divestitures - (Continued)

Business Acquisitions - (Continued)

Aeryon Labs Inc. On January 28, 2019, the Company completed its acquisition of 100% of the outstanding stock of Aeryon Labs Inc., a privately held developer of high-performance UAS for the global military, public safety, and critical infrastructure markets for approximately $205.9 million in cash. Based on the Company's preliminary purchase price allocation, the Company recorded $44.3 million of identified intangible assets and $154.7 million of goodwill in the Government and Defense business unit in the current quarter. The final allocation of the purchase price to identified intangible assets, goodwill, and the related tax attributes is subject to final determination of fair value and is expected to be finalized during the fourth quarter of 2019.

The preliminary allocation of the purchase price for Aeryon Labs Inc. is as follows (in thousands):



Cash acquired	$	5,145
Other tangible assets and liabilities	6,096
Net deferred taxes	(4,327		)
Identified intangible assets	44,292
Goodwill	154,716
Total purchase price	$	205,922

Endeavor Robotics Holdings, Inc. On March 4, 2019, the Company completed its acquisition of 100% of the outstanding stock of Endeavor Robotics Holdings, Inc. a privately held developer of tactical unmanned ground vehicles for the global military, public safety, and critical infrastructure markets for approximately $385.9 million in cash. Based on the Company's preliminary purchase price allocation, the Company recorded $102.7 million of intangible assets and $284.3 million of goodwill in the Government and Defense business unit in the current quarter. The final allocation of the purchase price to identified intangible assets, goodwill, and the related tax attributes is subject to final determination of fair value and is expected to be finalized during the fourth quarter of 2019.

The preliminary allocation of the purchase price for Endeavor Robotics Holdings, Inc. is as follows (in thousands):



Cash acquired	$	6,687
Other tangible assets and liabilities	14,916
Net deferred taxes	(22,739		)
Identified intangible assets	102,740
Goodwill	284,327
Total purchase price	$	385,931

New England Optical Systems, Inc. On May 1, 2019, the Company acquired the outstanding stock of New England Optical Systems, Inc., a privately-held engineering and manufacturing company engaged in the design and production of infrared optical assemblies. The transaction consideration includes an initial $22.0 million cash payment with up to an additional $12.0 million in deferred consideration payable over a two-year period. The final allocation of the purchase price to identified intangible assets, goodwill, and the related tax attributes is subject to final determination of fair value and is expected to be finalized during the fourth quarter of 2019. Goodwill and intangibles will be recorded in the Industrial business unit, further expanding its vertically integrated manufacturing strategy. The preliminary unallocated purchase price of approximately $20.9 million has been reported in other assets as of June 30, 2019.

The business acquisitions listed above are not significant as defined in Regulation S–X under the Securities Exchange Act of 1934, nor are they significant compared to the Company's overall results of operations. Consequently, no pro forma financial information is provided.


Note 20.	Business Acquisitions and Divestitures - (Continued)

Divestitures of the Consumer and Small and Medium-Sized Security Businesses

On February 6, 2018 the Company sold the Consumer and Small and Medium-sized ("SMB") Security businesses within the Commercial business unit for total cash consideration of approximately $28.8 million. As a result of this combined sale, the Company recognized a total pre-tax loss of approximately $37.3 million (approximately $23.6 million in year ended December 31, 2017 and approximately $13.7 million in the year ended December 31, 2018). This disposal did not qualify as discontinued operations and therefore, its operating results were included in the Company’s continuing operations for all periods presented through the date of the sale.