Acquisitions and Divestitures (Tables)

6 Months Ended

Mar. 31, 2018

Acquisitions

Schedule of income (loss) and carrying amounts of assets and liabilities from discontinued operations

Income (loss) from discontinued operations, net of taxes, is comprised of the following for the quarter and six months ended March 31, 2018 and 2017 (in thousands):

	Six Months Ended				Three Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Net sales	$	190,361	$	185,976	$	98,068	$	95,669
Costs and expenses:
Cost of sales		170,682		169,289		87,562		85,991
Selling, general and administrative expenses		7,543		9,282		3,876		4,712
Amortization of purchased intangibles		1,097		1,537		489		608
Restructuring costs		7		334		7		346
Other income		(13)		(33)		(8)		(10)
Earnings from discontinued operations before income taxes		11,045		5,567		6,142		4,022
Income tax provision (benefit)		1,161		50,861		(2,093)		45,432
Net loss upon classification of operations as held for sale		6,900		—		6,900		—
Net income (loss) from discontinued operations	$	2,984	$	(45,294)	$	1,335	$	(41,410)

The carrying amounts of CGD Services segment assets and liabilities that were classified as assets and liabilities of discontinued operations as of March 31, 2018 and September 30, 2017 are as follows (in thousands): 

	March 31,		September 30,
	2018		2017
Accounts receivable - net	$	76,515	$	74,710
Other current assets		1,222		1,190
Property and equipment, net		367		466
Goodwill		94,350		94,350
Purchased intangibles, net		7,140		8,637
Other noncurrent assets		(3,616)		(5,179)
Total assets		175,978		174,174
Accounts payable and other liabilities		44,810		36,862
Net assets	$	131,168	$	137,312

Schedule of unaudited pro forma information

The following unaudited pro forma information presents our consolidated results of operations as if MotionDSP, Deltenna and Vocality had been included in our consolidated results since October 1, 2016 (in millions):

	Six Months Ended				Three Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Net sales	$	527.5	$	494.2	$	278.8	$	248.9
Net income (loss)	$	(15.7)	$	41.7	$	(3.7)	$	41.5

Schedule of changes in the carrying amount of goodwill

Changes in goodwill for the six months ended March 31, 2018 were as follows (in thousands):

			Cubic Global		Cubic
	Transportation		Defense		Mission
	Systems		Systems		Solutions		Total
Net balances at September 30, 2017	$	50,870	$	270,692	$	—	$	321,562
Reassignment on October 1, 2017		—		(125,321)		125,321		—
Acquisitions		—		—		6,676		6,676
Foreign currency exchange rate changes		1,823		256		221		2,300
Net balances at March 31, 2018	$	52,693	$	145,627	$	132,218	$	330,538

MotionDSP

Acquisitions

Schedule of Business Combination Operating Results

MotionDSP’s sales and results of operations included in our operating results for the quarter and six-months ended March 31, 2018 and 2017 were as follows (in millions):

	Six Months Ended				Three Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Sales	$	0.1	$	—	$	0.1	$	—
Operating loss		(0.2)		—		(0.2)		—
Net loss after taxes		(0.2)		—		(0.2)		—

Schedule of Business Combination components of operating results

MotionDSP’s operating results above included the following amounts for the quarter and six-month periods (in millions):

	Six Months Ended				Three Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Amortization	$	0.1	$	—	$	0.1	$	—
Acquisition-related expenses		0.6		—		0.4		—

Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date

The acquisition of MotionDSP was paid for with funds from existing cash resources. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions):

Customer relationships	$	0.2
Technology		4.5
Trade name		0.1
Accounts payable and accrued expenses		(0.3)
Other noncurrent liabilities		(0.8)
Other net liabilities assumed		(0.9)
Net identifiable assets acquired		2.8
Goodwill		6.7
Net assets acquired	$	9.5

Schedule of estimated amortization expense related to acquisition

The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of Motion DSP for fiscal years 2018 through 2022 and thereafter is as follows (in millions):

Year Ended
September 30,
2018	$	0.4
2019		0.7
2020		0.7
2021		0.7
2022		0.7
Thereafter		1.6

Deltenna

Acquisitions

Schedule of Business Combination Operating Results

Deltenna’s sales and results of operations included in our operating results for the quarter and six months ended March 31, 2018 and 2017 were as follows (in millions):

	Six Months Ended				Three Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Sales	$	0.1	$	—	$	0.1	$	—
Operating loss		(0.2)		—		(0.1)		—
Net loss after taxes		(0.2)		—		(0.1)		—

Schedule of Business Combination components of operating results

Deltenna’s operating results above included the following amounts for the quarter and six-month periods (in millions):

	Six Months Ended				Three Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Amortization	$	0.1	$	—	$	—	$	—
Acquisition-related expenses		(0.2)		—		(0.2)		—

Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions):

Customer relationships	$	1.0
Technology		1.1
Other net assets acquired (liabilities assumed)		(0.3)
Net identifiable assets acquired		1.8
Goodwill		3.5
Net assets acquired	$	5.3

Schedule of estimated amortization expense related to acquisition

The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of Deltenna for fiscal years 2018 through 2022 and thereafter is as follows (in millions):

Year Ended
September 30,
2018	$	0.3
2019		0.3
2020		0.3
2021		0.3
2022		0.3
Thereafter		0.8

Vocality

Acquisitions

Schedule of Business Combination Operating Results

Vocality’s sales and results of operations included in our operating results for the quarter and six-months ended March 31, 2018 and 2017 were as follows (in millions):

	Six Months Ended				Three Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Sales	$	2.9	$	0.8	$	0.7	$	0.7
Operating loss		(0.8)		(1.6)		(0.9)		(0.5)
Net loss after taxes		(0.7)		(1.5)		(0.8)		(0.6)

Schedule of Business Combination components of operating results

Vocality’s operating results above included the following amounts for the quarter and six month periods (in millions):

	Six Months Ended				Three Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Amortization	$	0.4	$	0.2	$	0.2	$	0.2
Acquisition-related expenses		0.6		1.2		—		0.4

Schedule of estimated fair values of the assets acquired and liabilities assumed at the acquisition date

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions):

Customer relationships	$	2.1
Technology		2.4
Trade name		0.4
Inventory		1.7
Accounts payable and accrued expenses		(0.4)
Other net assets acquired (liabilities assumed)		(0.5)
Net identifiable assets acquired		5.7
Goodwill		3.9
Net assets acquired	$	9.6

Schedule of estimated amortization expense related to acquisition

The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of Vocality for fiscal years 2018 through 2022 and thereafter is as follows (in millions):

Year Ended
September 30,
2018	$	0.8
2019		0.8
2020		0.7
2021		0.6
2022		0.5
Thereafter		1.3