Acquisitions and Divestitures (Tables)

9 Months Ended

Jun. 30, 2019

Acquisitions

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

The following table presents the composition of net income from discontinued operations, net of taxes for the three- and nine-month periods ended June 30, 2019 and June 30, 2018 (in thousands).

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net sales	$	—	$	71,867	$	—	$	262,228
Costs and expenses:
Cost of sales		—		64,597		—		235,279
Selling, general and administrative expenses		—		3,133		—		10,676
Amortization of purchased intangibles		—		276		—		1,373
Restructuring costs		—		—		—		7
Other income		—		(2)		—		(15)
Earnings from discontinued operations before income taxes		—		3,863		—		14,908
Net (gain) loss on sale		202		(819)		1,541		6,081
Income tax (benefit) provision		—		(698)		—		463
Net income (loss) from discontinued operations	$	(202)	$	5,380	$	(1,541)	$	8,364

Schedule of unaudited pro forma information

The following unaudited pro forma information presents our consolidated results of operations as if Nuvotronics, GRIDSMART, Trafficware, Shield, and MotionDSP had been included in our consolidated results since October 1, 2017 (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net sales	$	382.7	$	322.4	$	1,039.6	$	891.4
Net income (loss)		24.1		(1.5)		4.9		(28.3)

Schedule of changes in the carrying amount of goodwill

Changes in goodwill for the nine months ended June 30, 2019 were as follows for each of our reporting units (in thousands):

	Cubic Transportation		Cubic Mission		Cubic Global
	Systems		Solutions		Defense		Total
Net balances at September 30, 2018	$	49,786	$	138,127	$	145,713	$	333,626
Acquisitions		205,778		40,709		—		246,487
Reassignment of goodwill		—		3,428		(3,428)		—
Foreign currency exchange rate changes		(989)		(215)		36		(1,168)
Net balances at June 30, 2019	$	254,575	$	182,049	$	142,321	$	578,945

Nuvotronics

Acquisitions

Schedule of Business Combination Operating Results

Nuvotronics’ sales and results of operations included in our operating results were as follows (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Sales	$	3.6	$	—	$	4.3	$	—
Operating loss		(3.2)		—		(4.9)		—
Net loss after taxes		(3.2)		—		(4.9)		—

Schedule of Business Combination components of operating results

Nuvotronics’ operating results above included the following amounts (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Amortization	$	0.6	$	—	$	0.7	$	—
Acquisition-related expenses		1.1		—		2.9		—

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):

Technology	$	22.7
Trade name		1.5
Backlog		1.4
Non-compete agreements		0.5
Customer relationships		0.6
Accounts receivable and contract assets		2.6
Fixed assets		2.7
Accounts payable and accrued expenses		(1.8)
Deferred taxes		(3.5)
Other net assets acquired (liabilities assumed)		(0.6)
Net identifiable assets acquired		26.1
Goodwill		40.7
Net assets acquired	$	66.8

Schedule of estimated amortization expense related to acquisition

The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of Nuvotronics is as follows (in millions):

Year Ended
September 30,
2019	$	1.2
2020		4.0
2021		3.0
2022		3.0
2023		2.9
Thereafter		12.6

GRIDSMART

Acquisitions

Schedule of Business Combination Operating Results

GRIDSMART’s sales and results of operations included in our operating results were as follows (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Sales	$	7.7	$	—	$	14.0	$	—
Operating income (loss)		0.7		—		(1.3)		—
Net income (loss) after taxes		0.7		—		(1.3)		—

Schedule of Business Combination components of operating results

GRIDSMART’s operating results above included the following amounts (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Amortization	$	1.3	$	—	$	2.7	$	—
Acquisition-related expenses		0.6		—		2.4		—

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):

Technology	$	25.7
Customer relationships		3.6
Trade name		2.4
Inventory		4.3
Accounts receivable		1.7
Accounts payable and accrued expenses		(2.5)
Deferred taxes		(3.9)
Other net assets acquired		0.5
Net identifiable assets acquired		31.8
Goodwill		55.0
Net assets acquired	$	86.8

Schedule of estimated amortization expense related to acquisition

The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of GRIDSMART is as follows (in millions):

Year Ended
September 30,
2019	$	4.0
2020		5.3
2021		3.9
2022		3.5
2023		3.5
Thereafter		11.5

Trafficware

Acquisitions

Schedule of Business Combination Operating Results

Trafficware’s sales and results of operations included in our operating results were as follows (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Sales	$	15.8	$	—	$	38.0	$	—
Operating loss		(1.0)		—		(9.5)		—
Net loss after taxes		(1.0)		—		(9.5)		—

Schedule of Business Combination components of operating results

Trafficware’s operating results above included the following amounts (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Amortization	$	2.8	$	—	$	12.4	$	—
Acquisition-related expenses		0.9		—		4.4		—

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):

Technology	$	43.3
Customer relationships		21.9
Backlog		4.8
Trade name		4.6
Accounts receivable		10.4
Inventory		9.9
Accounts payable and accrued expenses		(6.6)
Other net assets acquired (liabilities assumed)		(1.9)
Net identifiable assets acquired		86.4
Goodwill		150.8
Net assets acquired	$	237.2

Schedule of estimated amortization expense related to acquisition

The estimated amortization expense related to the intangible assets recorded in connection with our acquisition of Trafficware is as follows (in millions):

Year Ended
September 30,
2019	$	15.3
2020		11.4
2021		11.4
2022		11.4
2023		6.4
Thereafter		18.7

Shield Aviation

Acquisitions

Schedule of Business Combination Operating Results

Shield’s sales and results of operations included in our operating results were as follows (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Sales	$	—	$	—	$	—	$	—
Operating loss		(2.0)		—		(4.8)		—
Net loss after taxes		(2.0)		—		(4.8)		—

Schedule of Business Combination components of operating results

Shield’s operating results above included the following amounts (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Amortization	$	0.2	$	—	$	0.6	$	—
(Gains) for changes in fair values of contingent consideration		(0.7)		—		(0.4)		—

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

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

Technology	$	6.0
Other net assets acquired		0.3
Net identifiable assets acquired		6.3
Goodwill		6.5
Net assets acquired	$	12.8

Schedule of estimated amortization expense related to acquisition

The amortization expense related to the intangible assets recorded in connection with our acquisition of Shield is as follows (in millions):

Year Ended
September 30,
2019	$	0.8
2020		0.8
2021		0.8
2022		0.8
2023		0.8
Thereafter		2.1

MotionDSP

Acquisitions

Schedule of Business Combination Operating Results

MotionDSP’s sales and results of operations included in our operating results since its consolidation in our financial statements were as follows (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Sales	$	0.6	$	0.3	$	1.1	$	0.4
Operating loss		(0.1)		(0.2)		(0.5)		(1.0)
Net loss after taxes		(0.1)		(0.2)		(0.5)		(1.0)

Schedule of Business Combination components of operating results

MotionDSP’s operating results above included the following amounts (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Amortization	$	0.2	$	0.2	$	0.6	$	0.2
Acquisition-related expenses		—		0.1		0.2		0.7

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 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 amortization expense related to the intangible assets recorded in connection with our acquisition of MotionDSP is as follows (in millions):

Year Ended
September 30,
2019	$	0.7
2020		0.7
2021		0.7
2022		0.7
2023		0.7
Thereafter		0.8