Business Acquisition (Tables)

6 Months Ended

Apr. 01, 2017

Schedule of Business Acquisitions, by Acquisition

The estimated purchase price of PCB consisted of the following:



(in thousands)
Consideration paid to PCB shareholders and employees¹	$	580,000
Consideration for PCB closing cash	11,612
Deferred endowment consideration	1,000
Net pre-acquisition earn-out	(141		)
Net working capital adjustment	(513		)
Cash acquired	(10,551		)
Total estimated purchase price, net of cash acquired	$	581,407


¹	Of the $580,000 consideration paid to PCB, we paid $10,000 directly to employees of PCB on behalf of the PCB shareholders during the fourth quarter of fiscal year 2016. The payment was made pursuant to the definitive purchase agreement entered into with PCB in connection with the acquisition.

Fair Values Assigned To The Assets And Liabilities Assumed

The following table summarizes the preliminary fair value measurement of the assets acquired and liabilities assumed net of cash acquired as of the date of acquisition:



(in thousands)
Assets
Accounts receivable	$	20,885
Inventories	57,730
Prepaid expenses and other current assets	2,298
Property and equipment	19,649
Intangible assets
Customer lists	153,900
Trademarks and trade names	58,500
Technology	35,300
Land-use rights	1,200
Other long-term assets	1,796
Total identifiable assets acquired	351,258
Liabilities
Accounts payable	(6,786		)
Accrued payroll and related costs	(7,137		)
Non-current deferred tax liability	(94,308		)
Other accrued and long-term liabilities	(4,862		)
Total identifiable liabilities acquired	(113,093		)

Net identifiable assets acquired	238,165
Goodwill	343,242
Total estimated purchase price consideration, net of cash acquired	$	581,407

Business Acquisition, Pro Forma Information

The following unaudited pro forma financial information presents the combined results of operations of MTS Systems Corporation as if the acquisition of PCB had occurred as of the beginning of the fiscal year ended October 1, 2016. The unaudited pro forma information is not necessarily indicative of what our consolidated results of operations actually would have been had the acquisition occurred at the beginning of the fiscal year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company.



	Three Months Ended		Six Months Ended
(in thousands, except per share data)	April 2, 2016
Revenue	$	180,343	$	365,984
Net income	324		5,228

Earnings per share
Basic	$	0.02	$	0.28
Diluted	$	0.02	$	0.27