Acquisition

On February 23, 2016, we completed the acquisition of TeleCommunication Systems, Inc. ("TCS"), pursuant to the Agreement and Plan of Merger, dated as of November 22, 2015 (the “Merger Agreement”), among Comtech, TCS and Typhoon Acquisition Corp., a Maryland corporation and a direct, wholly owned subsidiary of Comtech (“Merger Sub”).

TCS is a leading provider of commercial solutions such as public safety systems and enterprise application technologies and government solutions such as command and control (also known as Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (“C4ISR”) applications). The TCS acquisition resulted in Comtech entering complementary markets and expanding our domestic and international commercial offerings. TCS is now a wholly-owned subsidiary of Comtech.

The acquisition has an aggregate purchase price for accounting purposes of $340,432,000 (also referred to as the transaction equity value) and an enterprise value of $423,629,000. The fair value of consideration transferred in connection with the TCS acquisition was $280,535,000 in cash, which is net of $59,897,000 of cash acquired. We funded the acquisition (including approximately $48,000,000 of transaction and merger related expenditures) and repaid $134,101,000 of debt assumed in connection with the acquisition by redeploying a significant amount of our combined cash and cash equivalents, with the remaining funds coming from a $400,000,000 Secured Credit Facility (the "Secured Credit Facility"), which is discussed further in Note (10) - "Secured Credit Facility."

We have incurred transaction and merger related expenditures totaling $48,000,000, which includes significant amounts for: (i) change-in-control payments, (ii) severance, (iii) costs associated with establishing our Secured Credit Facility and equity offering, and (iv) professional fees for financial and legal advisors for both Comtech and TCS. Through January 31, 2017, acquisition plan expenses were $21,276,000 and primarily related to the TCS acquisition. The remaining transaction and merger related expenditures have been accounted for by TCS prior to being acquired by Comtech or have been capitalized (such as deferred financing costs) or recorded as a reduction to additional paid-in capital (such as issuance costs related to our June 2016 equity offering) on our Condensed Consolidated Balance Sheet. There were no transaction and merger related expenses during the three and six months ended January 31, 2017. There were $2,337,000 and $3,729,000, respectively, of transaction and merger related expenses recorded during the three and six months ended January 31, 2016.

Our condensed consolidated financial results for the three and six months ended January 31, 2017 include $75,885,000 and $153,885,000, respectively, of net sales from TCS operations.

We are accounting for the TCS acquisition under the acquisition method of accounting in accordance with FASB ASC 805, "Business Combinations." The purchase price was allocated to the assets acquired and liabilities assumed, based on their fair value at February 23, 2016, pursuant to the business combination accounting rules. Acquisition-related transaction costs are not included as components of consideration transferred but are expensed in the period incurred. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in connection with the TCS acquisition:



	Purchase Price Allocation⁽¹⁾			Measurement Period Adjustments⁽²⁾		Purchase Price Allocation (as adjusted)
Shares of TCS common stock purchased	$	318,605,000		—		318,605,000
Stock-based awards settled	21,827,000			—		21,827,000
Aggregate purchase price at fair value	$	340,432,000		—		340,432,000
Allocation of aggregate purchase price:
Cash and cash equivalents	$	59,897,000		—		59,897,000
Current assets	115,996,000			(83,000	)	115,913,000
Deferred tax assets, net, non-current	83,431,000			2,059,000		85,490,000
Property, plant and equipment	25,689,000			—		25,689,000
Other assets, non-current	2,641,000			—		2,641,000
Current liabilities (excluding interest accrued on debt)	(119,756,000		)	(4,200,000	)	(123,956,000	)
Debt (including interest accrued)	(134,101,000		)	—		(134,101,000	)
Capital lease obligations	(8,993,000		)	—		(8,993,000	)
Other liabilities	(9,156,000		)	—		(9,156,000	)
Net tangible assets at fair value	$	15,648,000		(2,224,000	)	13,424,000
Identifiable intangible assets, deferred taxes and goodwill:								Estimated Useful Lives
Customer relationships and backlog	$	223,100,000		—		223,100,000		21 years
Trade names	20,000,000			—		20,000,000		10 to 20 years
Technology	35,000,000			—		35,000,000		5 to 15 years
Deferred tax liabilities	(104,371,000		)	—		(104,371,000	)
Goodwill	151,055,000			2,224,000		153,279,000		Indefinite
Allocation of aggregate purchase price	$	340,432,000		—		340,432,000


⁽¹⁾	As reported in the Company's Quarterly Report on Form 10-Q for the three months ended October 31, 2016.

⁽²⁾

Principally relates to the finalization of: (i) the estimated fair value of TCS's 911 call handling software warranty obligations; (ii) TCS's income tax returns for the pre-acquisition period which began January 1, 2016 and ended February 23, 2016; and (iii) the related adjustments to deferred income taxes. These measurement period adjustments were recorded to reflect final determinations of estimated fair values of the assets acquired and the liabilities assumed in connection with the TCS acquisition based on facts and circumstances that existed as of the acquisition date.

The purchase price allocation shown in the above table includes the estimated fair value of contingent liabilities associated with TCS's intellectual property matters and the warranty obligations for TCS's 911 call handling software, which are discussed in more detail in Note (19) - "Legal Proceedings and Other Matters" and Note (8) - "Accrued Expenses and Other Current Liabilities," respectively. These estimated fair values reflect market participant assumptions, as required by FASB ASC 850 "Business Combinations," and do not reflect our settlement position or amounts we actually may pay.

The acquired identifiable intangible assets are being amortized on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. The fair value of technologies and trade names was based on the discounted capitalization of royalty expense saved because we now own the assets. The estimated fair value of customer relationships and backlog was primarily based on the value of the discounted cash flows that the related intangible asset could be expected to generate in the future. Among the factors contributing to the recognition of goodwill, as a component of the purchase price allocation, were synergies in products and technologies and the addition of a skilled, assembled workforce. This goodwill has been assigned to our Government Solutions and Commercial Solutions segments based on specific identification and, while generally not deductible for income tax purposes, certain goodwill related to previous business combinations by TCS will be deductible for income tax purposes.