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Business Acquisitions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Business Acquisition
Fishing Hot Spots, Inc.
On March 26, 2018, the Company completed a transaction to acquire 100% of the outstanding stock of Fishing Hot Spots, Inc., a privately held technology company, for approximately $7.1 million in cash. During the third quarter of fiscal year 2018, the Company finalized the purchase price allocation and recorded $2.2 million of identified intangible assets and goodwill of $4.7 million in the Commercial business unit.
Fishidy, Inc.
On April 3, 2018, the Company completed a transaction to acquire 100% of the outstanding stock of Fishidy, Inc., a privately held startup technology company, for approximately $7.1 million in cash. During the fourth quarter of fiscal year 2018, the Company finalized the purchase price allocation and recorded $3.8 million of identified intangible assets and goodwill of $4.6 million in the Commercial business unit.
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 in cash, including an estimate for contingent consideration pursuant to the stock purchase agreement. During the third quarter of fiscal year 2019, the Company finalized the purchase price allocation and recorded $2.7 million of net tangible assets and goodwill of $7.0 million in the Commercial business unit.
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 $4.7 million in cash. During the third quarter of fiscal year 2019, the Company finalized the purchase price allocation and recorded $1.7 million of net tangible assets and goodwill of $3.0 million in the Commercial business unit.

Note 20.
Business Acquisitions and Divestitures - (continued)
Aeryon Labs, Inc.
On January 28, 2019, the Company completed its acquisition of 100% of the outstanding stock of Aeryon Labs, Inc. ("Aeryon"), 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. The acquisition enhances the Company’s domain knowledge in unmanned aerial systems and expands distribution channels in adjacent markets. During the fourth quarter of fiscal year 2019, the Company finalized the purchase price allocation and recorded $44.3 million of identified intangible assets and $161.5 million of goodwill in the Government and Defense business unit.
The allocation of the purchase price for Aeryon is as follows (in thousands):
Cash acquired
 
$
5,145

Other tangible assets and liabilities
 
6,097

Net deferred taxes
 
(11,130
)
Identified intangible assets
 
44,292

Goodwill
 
161,518

Total purchase price
 
$
205,922


The goodwill of $161.5 million represents intellectual capital and the acquired assembled workforce, none of which qualify for recognition as a separate intangible asset. All of the goodwill presented above is not expected to be deductible for tax purposes.
The Company identified $44.3 million of intangible assets. The following table summarizes the acquired intangible assets and their estimated fair values and estimated useful lives (in thousands, except years):
 
Estimated
Useful Life
 
Amount
Developed technology
5.0 years
 
$
32,300

In-process research and development
7.0 years
 
4,100

Trademarks and trade name
8.0 years
 
4,050

Backlog
1.0 year
 
2,842

Other technology
3.0 years
 
1,000

 
 
 
$
44,292


Acquisition-date identifiable intangible assets primarily consist of intangibles derived from developed technology, in-process research and development, trademarks and backlog. Developed technology represents the economic advantage of having certain technologies in place that lowers manufacturing and operating costs and drives higher margins. In-process research and development consist of unpatented in-process and add-on payload hardware. Trademarks provide value to the marketing or promotion of an entity and its products or services. Backlog represents “pre-sold” business at the date of acquisition, which provides positive earning streams post acquisition that exceed what is required to provide a return on the other assets employed.
The developed technology and in-process research and development were valued using the income approach and relief from royalty method. The trade names and backlog were valued using an income approach method.
Endeavor Robotics Holdings, Inc.
On March 4, 2019, the Company completed its acquisition of 100% of the outstanding stock of Endeavor Robotics Holdings, Inc. ("Endeavor") 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. The acquisition enhances the Company’s offerings in unmanned ground systems and expands distribution channels in adjacent markets. Based on the Company's preliminary purchase price allocation, the Company recorded $102.7 million of intangible assets and $284.0 million of goodwill in the Government and Defense business unit. The final allocation of the purchase price related to tax attributes remains open as we anticipate finalizing calculations for positions to be included on pre-closing tax returns during the first quarter of fiscal year 2020.

Note 20.
Business Acquisitions and Divestitures - (continued)
Endeavor Robotics Holdings, Inc. - (Continued)
The preliminary allocation of the purchase price for Endeavor is as follows (in thousands):
Cash acquired
 
$
6,687

Other tangible assets and liabilities
 
14,915

Net deferred taxes
 
(22,394
)
Identified intangible assets
 
102,740

Goodwill
 
283,983

Total purchase price
 
$
385,931


The goodwill of $284.0 million represents intellectual capital and the acquired assembled workforce, none of which qualify for recognition as a separate intangible asset. All of the preliminary goodwill presented above is not expected to be deductible for tax purposes.
The Company identified $102.7 million of intangible assets. The following table summarizes the acquired intangible assets and their preliminary estimated fair values and estimated useful lives (in thousands, except years):
 
Estimated
Useful Life
 
Amount
Developed technology
5.0 years
 
$
60,400

In-process research and development
9.0 years
 
28,000

Trademarks and trade name
4.5 years
 
9,990

Backlog
1.0 year
 
3,850

Customer contracts
1.0 year
 
500

 
 
 
$
102,740


Acquisition-date identifiable intangible assets primarily consist of intangibles derived from developed technology, in-process research and development, trademarks and backlog. Developed technology represents the economic advantage of having certain technologies in place that lowers manufacturing and operating costs and drives higher margins. In-process research and development consist of proprietary robot technology. Trademarks provide value to the marketing or promotion of an entity and its products or services. Backlog represents “pre-sold” business at the date of acquisition, which provides positive earning streams post acquisition that exceed what is required to provide a return on the other assets employed.
The developed technology and in-process research and development were valued using the income approach and relief from royalty method. The trade names and backlog were valued using an income approach method.
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 a $21.9 million cash payment with up to an additional $12.0 million in deferred compensation payable over a two-year period. Based on the Company's preliminary purchase price allocation, the Company recorded $6.4 million of identified intangible assets and $14.0 million of goodwill in the Industrial business unit. All of the preliminary goodwill is expected to be deductible for tax purposes. The final allocation of the purchase price to identified intangible assets, goodwill and related tax attributes is subject to final determination of fair value and is expected to be finalized during the second quarter of fiscal year 2020.

Note 20.
Business Acquisitions and Divestitures - (continued)
New England Optical Systems, Inc. - (Continued)
The preliminary allocation of the purchase price for New England Optical Systems, Inc. is as follows (in thousands):
Cash acquired
 
$
15

Other tangible assets and liabilities
 
1,479

Identified intangible assets
 
6,400

Goodwill
 
13,987

Total purchase price
 
$
21,881


The Company identified $6.4 million of intangible assets. The following table summarizes the acquired intangible assets and their preliminary estimated fair values and estimated useful lives (in thousands, except years):
 
Estimated
Useful Life
 
Amount
Know how
10.0 years
 
$
3,900

Customer relationship
4.0 years
 
2,500

 
 
 
$
6,400


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.
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 an approximately pre-tax loss of $13.7 million during the year ended December 31, 2018. This group of assets was previously classified as held for sale during the fourth quarter of 2017, when the Company recorded an approximately pre-tax loss on net assets held for sale of $23.6 million. This disposal does not qualify as discontinued operations and therefore, its operating results are included in the Company’s continuing operations for all periods presented through the date of the sale.