On April 18, 2019, the Company acquired The Athena Group, Inc. (“Athena”). Athena was a privately-held company based in Gainesville, Florida and a leading provider of cryptographic and countermeasure IP vital to securing defense computing systems. The Company acquired Athena for an all cash purchase price of $34,000, prior to net working capital and net debt adjustments, which was funded through the revolving credit facility (“the Revolver”).



	Amounts
Consideration transferred
Cash paid at closing	$	34,049
Working capital and net debt adjustment	(446		)
Less cash acquired	(49		)
Net purchase price	$	33,554

Estimated fair value of tangible assets acquired and liabilities assumed
Cash	$	49
Accounts receivable	726
Fixed assets	74
Other current and non-current assets	260
Accounts payable	(48		)
Accrued expenses	(143		)
Other current and non-current liabilities	(600		)
Deferred tax liability	(6,414		)
Estimated fair value of net tangible liabilities acquired	(6,096		)
Estimated fair value of identifiable intangible assets	23,700
Estimated goodwill	15,999
Estimated fair value of net assets acquired	33,603
Less cash acquired	(49		)
Net purchase price	$	33,554

The amounts above represent the preliminary fair value estimates as of June 30, 2019 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. The preliminary identifiable intangible asset estimate includes completed technology of $23,700 with a useful life of 11 years. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill.

The goodwill of $15,999 largely reflects the potential synergies and expansion of the Company's offerings across product lines and markets complementary to the Company's existing products and markets. The goodwill from this acquisition is reported under the Mercury Defense Systems (“MDS”) reporting unit. The Company has not furnished pro forma information relating to Athena because such information is not material to the Company's financial results.

The revenues and loss before income taxes from Athena included in the Company's consolidated results for the fiscal year ended June 30, 2019 were $1,071 and $93, respectively. The Athena results include expenses resulting from purchase accounting which include amortization of intangible assets.

On April 18, 2019, the Company acquired Syntonic Microwave LLC (“Syntonic”). Syntonic was a privately held company based in Campbell, California and a leading provider of advanced synthesizers, wideband phase coherent tuners and microwave converters optimized for signals intelligence and electronic intelligence applications demanding frequency coverage up to 40 GHz with 2 GHz instantaneous bandwidth. The Company acquired Syntonic for an all cash purchase price of $12,000, prior to net working capital and net debt adjustments, which was funded through the Revolver.



	Amounts
Consideration transferred
Cash paid at closing	$	13,118
Less cash acquired	(1,118		)
Net purchase price	$	12,000

Estimated fair value of tangible assets acquired and liabilities assumed
Cash	$	1,118
Accounts receivable	281
Inventory	482
Fixed assets	31
Other current and non-current assets	6
Accounts payable	(71		)
Accrued expenses	(61		)
Estimated fair value of net tangible assets acquired	1,786
Estimated fair value of identifiable intangible assets	7,100
Estimated goodwill	4,232
Estimated fair value of net assets acquired	13,118
Less cash acquired	(1,118		)
Net purchase price	$	12,000

The amounts above represent the preliminary fair value estimates as of June 30, 2019 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. The preliminary identifiable intangible asset estimates include customer relationships of $4,200 with a useful life of 10 years, completed technology of $2,500 with a useful life of 9 years and backlog of $400 with a useful life of one year. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill.

The goodwill of $4,232 largely reflects the potential synergies and expansion of the Company's offerings across product lines and markets complementary to the Company's existing products and markets. The goodwill from this acquisition is reported under the Advanced Microelectronic Solutions (“AMS”) reporting unit. Since Syntonic was a limited liability company, the acquisition is treated as an asset purchase for tax purposes. The Company has estimated the tax value of the intangible assets from this transaction and is amortizing the amount over 15 years for tax purposes. As of June 30, 2019, the Company had $3,092 of goodwill deductible for tax purposes. The Company has not furnished pro forma information relating to Syntonic because such information is not material to the Company's financial results.

The revenues and income before income taxes from Syntonic included in the Company's consolidated results for the fiscal year ended June 30, 2019 were $993 and $133, respectively. The Syntonic results include expenses resulting from purchase accounting which include amortization of intangible assets.

On January 29, 2019, the Company acquired GECO Avionics, LLC (“GECO”). Based in Mesa, Arizona, GECO has over twenty years of experience designing and manufacturing affordable safety-critical avionics and mission computing solutions. The Company acquired GECO for an all cash purchase price of $36,500, prior to net working capital and net debt adjustments, which was funded through the Revolver.



	Amounts
Consideration transferred
Cash paid at closing	$	36,500
Net purchase price	$	36,500

Estimated fair value of tangible assets acquired and liabilities assumed
Accounts receivable	$	1,320
Inventory	1,454
Fixed assets	459
Accounts payable	(217		)
Accrued expenses	(239		)
Estimated fair value of net tangible assets acquired	2,777
Estimated fair value of identifiable intangible assets	12,500
Estimated goodwill	21,223
Estimated fair value of net assets acquired	36,500
Net purchase price	$	36,500

The amounts above represent the preliminary fair value estimates as of June 30, 2019 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. The preliminary identifiable intangible asset estimates include customer relationships of $6,700 with a useful life of 11 years, completed technology of $4,800 with a useful life of 10 years and backlog of $1,000 with a useful life of two years. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill.

The goodwill of $21,223 largely reflects the potential synergies and expansion of the Company's offerings across product lines and markets complementary to the Company's existing products and markets. The goodwill from this acquisition is reported under the Sensor and Mission Processing (“SMP”) reporting unit. Since GECO was a limited liability company, the acquisition is treated as an asset purchase for tax purposes. The Company has estimated the tax value of the intangible assets from this transaction and is amortizing the amount over 15 years for tax purposes. As of June 30, 2019, the Company had $20,984 of goodwill deductible for tax purposes. The Company has not furnished pro forma information relating to GECO because such information is not material to the Company's financial results.

The revenues and loss before income taxes from GECO included in the Company's consolidated results for the fiscal year ended June 30, 2019 were $6,834 and $112, respectively. The GECO results include expenses resulting from purchase accounting which include amortization of intangible assets and inventory step-up.

On July 31, 2018, the Company acquired Germane Systems, LC (“Germane”). Based in Chantilly, Virginia, Germane is an industry leader in the design, development and manufacturing of rugged servers, computers and storage systems for command, control and intelligence (“C2I”) applications. The Company acquired Germane for an all cash purchase price of $45,000, prior to net working capital and net debt adjustments. The Company funded the acquisition with borrowings obtained under the Revolver. On December 12, 2018 the Company and former owners of Germane agreed to post-closing adjustments totaling $1,244, which decreased the Company's net purchase price.



	Amounts
Consideration transferred
Cash paid at closing	$	47,166
Working capital and net debt adjustment	(1,244		)
Less cash acquired	(193		)
Net purchase price	$	45,729

Estimated fair value of tangible assets acquired and liabilities assumed
Cash	$	193
Accounts receivable	4,277
Inventory	8,575
Fixed assets	867
Other current and non-current assets	596
Accounts payable	(3,146		)
Accrued expenses	(1,229		)
Other current and non-current liabilities	(232		)
Estimated fair value of net tangible assets acquired	9,901
Estimated fair value of identifiable intangible assets	12,910
Estimated goodwill	23,111
Estimated fair value of net assets acquired	45,922
Less cash acquired	(193		)
Net purchase price	$	45,729

The amounts above represent the preliminary fair value estimates as of June 30, 2019 and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. The preliminary identifiable intangible asset estimates include customer relationships of $8,500 with a useful life of 11 years, completed technology of $4,200 with a useful life of eight years and backlog of $210 with a useful life of one year. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill. On July 31, 2019, the measurement period for Germane expired.

The goodwill of $23,111 largely reflects the potential synergies and expansion of the Company's offerings across product lines and markets complementary to the Company's existing products and markets. The goodwill from this acquisition is reported under the MDS reporting unit. Since Germane was a limited liability company, the acquisition is treated as an asset purchase for tax purposes. The Company has estimated the tax value of the intangible assets from this transaction and is amortizing the amount over 15 years for tax purposes. As of June 30, 2019, the Company had $22,102 of goodwill deductible for tax purposes. The Company has not furnished pro forma information relating to Germane because such information is not material to the Company's financial results.

The revenues and income before income taxes from Germane included in the Company's consolidated results for the fiscal year ended June 30, 2019 were $46,767 and $3,132, respectively. The Germane results include expenses resulting from purchase accounting which include amortization of intangible assets and inventory step-up.

On December 21, 2017, the Company and Thunderbird Merger Sub, Inc., a newly formed, wholly-owned subsidiary of the Company (the “Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”) with Ceres Systems (“Ceres”), the holding company that owned Themis Computer (“Themis”, and together with Ceres, collectively the “Acquired Company”). On February 1, 2018, the Company closed the transaction and the Merger Sub merged with and into Ceres with Ceres continuing as the surviving company and a wholly-owned subsidiary of Mercury (the “Merger”). By operation of the Merger, the Company acquired both Ceres and its wholly-owned subsidiary, Themis.

Based in Fremont, California, Themis is a leading designer, manufacturer and integrator of commercial, SWaP-optimized rugged servers, computers and storage systems for U.S. and international markets. Under the terms of the Merger Agreement, the

merger consideration (including payments with respect to outstanding stock options) consisted of an all cash purchase price of approximately $180,000, prior to net working capital and net debt adjustments. The merger consideration is subject to post-closing adjustments based on a determination of closing net working capital, transaction expenses and net debt (all as defined in the Merger Agreement). The Company funded the acquisition with borrowings obtained under the Revolver. On July 13, 2018, the Company and former owners of Ceres agreed to post-closing adjustments totaling $700, which decreased the Company's net purchase price.



	Amounts
Consideration transferred
Cash paid at closing	$	187,089
Working capital and net debt adjustment	(1,274		)
Less cash acquired	(6,810		)
Net purchase price	$	179,005

Fair value of tangible assets acquired and liabilities assumed
Cash	$	6,810
Accounts receivable	7,713
Inventory	7,333
Fixed assets	479
Other current and non-current assets	2,896
Accounts payable	(3,287		)
Accrued expenses	(5,319		)
Other current and non-current liabilities	(1,210		)
Deferred tax liability	(14,307		)
Fair value of net tangible assets acquired	1,108
Fair value of identifiable intangible assets	71,720
Goodwill	112,987
Fair value of net assets acquired	185,815
Less cash acquired	(6,810		)
Net purchase price	$	179,005

On February 1, 2019, the measurement period for Themis expired. The identifiable intangible asset estimates include customer relationships of $52,600 with a useful life of 12.5 years, completed technology of $17,150 with a useful life of 9.5 years and backlog of $1,970 with a useful life of one year.