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Acquisitions and Divestitures (Tables)
9 Months Ended
Jun. 30, 2020
Acquisitions  
Schedule of unaudited pro forma information

The following unaudited pro forma information presents our consolidated results of operations as if Pixia, Nuvotronics, Delerrok, GRIDSMART and Trafficware had been included in our consolidated results since October 1, 2018 (in millions):

Three Months Ended

Nine Months Ended

 

June 30,

June 30,

 

2020

    

2019

    

2020

    

2019

 

Net sales

$

350.4

$

384.4

$

1,005.0

$

1,050.2

Net income (loss)

(1.4)

14.4

(69.5)

(18.8)

Schedule of changes in the carrying amount of goodwill

Changes in goodwill for the nine months ended June 30, 2020 were as follows for each of our reporting units (in thousands):

    

    

    

    

 

Cubic Transportation

Cubic Mission

Cubic Global

 

Systems

Solutions

Defense Systems

Total

 

Net balances at September 30, 2019

$

254,592

$

181,424

$

142,081

$

578,097

Acquisitions

 

30,621

173,531

204,152

Adjustments

 

603

603

Foreign currency exchange rate changes

 

329

 

85

102

 

516

Net balances at June 30, 2020

$

286,145

$

355,040

$

142,183

$

783,368

Cubic Mission Solutions  
Acquisitions  
Schedule of Business Combination Operating Results

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

Three Months Ended

June 30, 2020

June 30, 2019

Pixia

Nuvotronics

Pixia

Nuvotronics

Sales

$

4.2

$

3.8

$

$

3.6

Operating loss

 

(5.9)

 

(2.9)

 

 

(3.2)

Net loss after taxes

 

(5.9)

 

(2.9)

 

 

(3.2)

Nine Months Ended

June 30, 2020

June 30, 2019

Pixia

Nuvotronics

Pixia

Nuvotronics

Sales

$

5.3

$

9.8

$

$

4.3

Operating loss

(15.9)

 

(7.8)

 

 

(4.9)

Net loss after taxes

 

(15.9)

 

(7.8)

 

 

(4.9)

Schedule of Business Combination components of operating results

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

Three Months Ended

June 30, 2020

June 30, 2019

Pixia

Nuvotronics

Pixia

Nuvotronics

Amortization

$

7.2

$

0.9

$

$

0.6

Acquisition-related expenses

 

1.3

 

0.3

 

 

1.1

Nine Months Ended

June 30, 2020

June 30, 2019

Pixia

Nuvotronics

Pixia

Nuvotronics

Amortization

$

14.3

$

3.1

$

$

0.7

Acquisition-related expenses

3.3

 

1.6

 

 

2.9

Gain for changes in fair value of contingent consideration

 

 

(4.2)

 

 

Schedule of estimated amortization expense related to acquisition

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

Year Ending

September 30,

    

Pixia

Nuvotronics

 

2020

$

21.5

$

4.0

2021

 

28.7

 

3.0

2022

 

12.7

 

3.0

2023

 

7.3

 

2.9

2024

 

7.3

 

2.7

Thereafter

10.5

10.1

Cubic Transportation Systems  
Acquisitions  
Schedule of Business Combination Operating Results

The sales and results of operations from Delerrok, GRIDSMART and Trafficware included in our operating results were as follows (in millions):

Three Months Ended

June 30, 2020

June 30, 2019

Delerrok

GRIDSMART

Trafficware

Delerrok

GRIDSMART

Trafficware

Sales

$

0.4

$

8.2

$

14.4

$

$

7.7

$

15.8

Operating income (loss)

 

(0.2)

 

1.5

 

(1.3)

 

 

0.7

 

(1.0)

Net income (loss) after taxes

 

(0.2)

 

1.5

 

(1.3)

 

 

0.7

 

(1.0)

Nine Months Ended

June 30, 2020

June 30, 2019

Delerrok

GRIDSMART

Trafficware

Delerrok

GRIDSMART

Trafficware

Sales

$

1.1

$

20.1

$

37.4

$

$

14.0

$

38.0

Operating income (loss)

(1.2)

 

0.7

 

(4.5)

 

 

(1.3)

 

(9.5)

Net income (loss) after taxes

 

(1.2)

 

0.7

 

(4.5)

 

 

(1.3)

 

(9.5)

Schedule of Business Combination components of operating results

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

Three Months Ended

June 30, 2020

June 30, 2019

Delerrok

GRIDSMART

Trafficware

Delerrok

GRIDSMART

Trafficware

Amortization

$

0.4

$

1.3

$

2.8

$

$

1.3

$

2.8

Acquisition-related expenses

 

0.5

0.2

 

0.4

 

0.6

 

0.9

(Gain) loss for changes in fair value of contingent consideration

 

(1.1)

 

 

 

Nine Months Ended

June 30, 2020

June 30, 2019

Delerrok

GRIDSMART

Trafficware

Delerrok

GRIDSMART

Trafficware

Amortization

$

0.9

$

4.0

$

8.5

$

$

2.7

$

12.4

Acquisition-related expenses

1.2

0.6

 

1.3

 

2.4

 

4.4

(Gain) loss for changes in fair value of contingent consideration

 

(1.1)

 

 

 

Schedule of estimated amortization expense related to acquisition

The estimated amortization expense related to the intangible assets recorded in connection with our acquisitions are as follows (in millions):

Year Ending

September 30,

    

Delerrok

GRIDSMART

Trafficware

 

2020

$

1.3

$

5.3

$

11.4

2021

 

1.7

3.9

 

11.4

2022

 

1.6

3.5

 

11.4

2023

 

1.6

3.5

 

6.4

2024

 

1.6

3.5

 

5.9

Thereafter

8.0

8.1

12.9

PIXIA Corp  
Acquisitions  
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 assets acquired and liabilities assumed at the acquisition date (in millions):

Backlog

    

$

42.5

 

Customer relationships

25.5

Developed technology

14.1

Trade name

5.7

Accounts receivable, prepaids and other assets

4.0

Deferred taxes

(18.3)

Other net assets acquired (liabilities assumed)

 

(1.8)

Net identifiable assets acquired

 

71.7

Goodwill

 

173.5

Net assets acquired

$

245.2

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

The following table summarizes the 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

(3.2)

Other net assets acquired (liabilities assumed)

 

(0.6)

Net identifiable assets acquired

 

26.4

Goodwill

 

40.4

Net assets acquired

$

66.8

Delerrok Inc.  
Acquisitions  
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

    

$

14.9

 

Trade name

0.9

Accounts receivable

0.9

Other net assets acquired (liabilities assumed)

 

(0.2)

Deferred tax liability

(2.0)

Net identifiable assets acquired

 

14.5

Goodwill

 

30.6

Net assets acquired

$

45.1

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

The following table summarizes the 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

(1.9)

Deferred taxes

(3.3)

Other net assets acquired

 

0.5

Net identifiable assets acquired

 

33.0

Goodwill

 

53.8

Net assets acquired

$

86.8

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

The following table summarizes the 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

(9.5)

Other net assets acquired (liabilities assumed)

 

(2.0)

Net identifiable assets acquired

 

83.4

Goodwill

 

153.8

Net assets acquired

$

237.2