Business Acquisitions

9 Months Ended

Jun. 27, 2020

BUSINESS ACQUISITIONS

Acquisition of R&D Entities

Effective December 31, 2019, we completed the acquisition of R&D Test Systems, R&D Engineering, R&D Steel, R&D Prague, RGDK Engineering Private Limited and R&D Tools and Structures (collectively, R&D) for an upfront cash purchase price of $58,280. The acquisition was primarily funded through our existing Revolving Credit Facility. The remaining purchase price is based on earn-out payments of up to an additional $26,000 contingent on financial performance through June 2021. As of the acquisition date, we estimated the fair value of the earn-out liability (contingent consideration) to be $16,903. As of June 27, 2020, the fair value of the contingent consideration was $19,180. See Note 7 for addition information on the fair value of the contingent consideration. Based out of Denmark, R&D is a leader in high-quality, durable, rotating test systems, serving primarily the wind energy markets. During the three and nine months ended June 27, 2020, we included $14,105 and $28,813, respectively, of revenue from R&D in our Consolidated Statements of Income. Costs of $2,493 associated with the acquisition of R&D were expensed as incurred. Pro forma information related to the acquisition of R&D has not been included as the impact on our consolidated results of operations was not considered material.

The following table summarizes the preliminary fair value measurement of the assets acquired as of the date of acquisition:



	Fair Value			Finite-Lived Intangible Asset Lives (Years)
Asset (Liability)
Accounts receivable	$	13,557
Unbilled accounts receivable	6,325
Inventories	41
Prepaid expenses and other current assets	533
Property and equipment	1,185
Intangible assets
Customer lists	24,364			15
Trademarks and trade names	8,546			15
Technology	5,083			10
Other intangible assets	4,258			1
Other long-term assets	3,122
Purchased goodwill	35,794
Accounts payable	(12,592		)
Accrued payroll and related costs	(2,193		)
Advanced payments from customers	(3,203		)
Accrued income taxes	(1,113		)
Other accrued liabilities	(5,074		)
Deferred income taxes	(10,138		)
Other long-term liabilities	(2,230		)
Net assets acquired	$	66,265

Supplemental information
Consideration paid at closing	$	58,280
Estimated contingent consideration	16,903
Less: Cash acquired	(8,918		)
Purchase price, net of cash acquired	$	66,265

The allocation of purchase price consideration is considered preliminary as of June 27, 2020 with provisional amounts related to accounts receivable, unbilled accounts receivable, intangible assets, accounts payable, advanced payments from customers, accrued income taxes, other accrued liabilities, deferred income taxes and purchase price adjustments included, which includes the contingent consideration, as our allocation process has not been finalized. We expect to finalize the allocation of purchase price as soon as possible, but no later than one year from the acquisition date. Measurement period adjustments were recorded in the third quarter of fiscal year 2020 and have been reflected in the table above. The measurement period adjustments were not material.

Goodwill was calculated as the difference between the acquisition date fair value of the total purchase price consideration and the fair value of the net assets acquired and represents the future economic benefits that we expect to achieve as a result of the acquisition. This resulted in a purchase price in excess of the fair value of identifiable assets acquired. The purchase price also included the fair value of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. All of the goodwill was assigned to Test & Simulation. None of the goodwill is deductible for income tax purposes.

The fair value of the acquired intangible assets was $42,251. The acquired intangible assets are being amortized on a straight-line basis over the useful lives identified in the table above.

Endevco Acquisition

On August 5, 2019, we acquired the Endevco sensors business (Endevco) from Meggitt PLC for a cash purchase price of $68,330. We funded the acquisition of Endevco through cash on hand. Endevco is a historic leader in high performance test and measurement sensors used primarily in the testing of new products. This strategic product line purchase brings together two iconic brands in the test and measurement sensors market, in PCB and Endevco, and further enhances our long-term strategy of growth and market leadership in our core businesses. The transaction was accounted for under the acquisition method of accounting. The acquired assets and operating results have been included in our financial statements within Sensors from the date of acquisition. During the three and nine months ended June 27, 2020, we included approximately $5,000 and $12,500, respectively, of revenue from Endevco in our Consolidated Statements of Income. Pro forma information related to the acquisition of Endevco has not been included as the impact on our consolidated results of operations was not considered material.

The following table summarizes the fair value measurement of the assets acquired as of the date of acquisition:



	Fair Value			Finite-Lived Intangible Asset Lives (Years)
Asset
Inventories	$	11,649
Property and equipment	1,078
Intangible assets
Customer lists	13,400			15
Trademarks and trade names	7,900			15
Technology	4,400			15
Purchased goodwill	23,324
Deferred income taxes	6,579
Net assets acquired	$	68,330

Supplemental information
Consideration paid at closing	$	70,000
Post-closing purchase price adjustment	(1,670		)
Purchase price	$	68,330

The fair value measurement was completed as of March 28, 2020. Measurement period adjustments were recorded in fiscal year 2020 and have been reflected in the table above. The measurement period adjustments were not material.

Goodwill was calculated as the difference between the acquisition date fair value of the total purchase price consideration and the fair value of the net assets acquired and represents the future economic benefits that we expect to achieve as a result of the acquisition. This resulted in a purchase price in excess of the fair value of identifiable assets acquired. The purchase price also included the fair value of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. All of the goodwill was assigned to Sensors. All of the goodwill is deductible for income tax purposes.

The fair value of the acquired intangible assets was $25,700. The acquired intangible assets are being amortized on a straight-line basis over the useful lives identified in the table above.

E2M Technologies B.V. Acquisition

On November 21, 2018, we acquired all ownership interests of E2M Technologies B.V. (E2M) for a cash purchase price of $80,287. Based in Amsterdam, Netherlands, E2M is a leading manufacturer of high force, electrically driven actuation systems, serving primarily the human-rated entertainment and training simulation markets. The acquisition of E2M expands our technology and product offerings for human-rated simulation systems and brings key regulatory approvals and customers in the flight simulation and entertainment markets. The transaction was accounted for under the acquisition method of accounting. The acquired assets, liabilities and operating results have been included in our financial statements within Test & Simulation from the date of acquisition. During fiscal year 2019, we included $29,554 of revenue from E2M in our Consolidated Statements of Income. We funded the acquisition of E2M primarily with borrowings on our Revolving Credit Facility. Costs of $1,287 associated with the acquisition of E2M were expensed as incurred. Pro forma information related to the acquisition of E2M has not been included as the impact on our consolidated results of operations was not considered material.

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



	Fair Value			Finite-Lived Intangible Asset Lives (Years)
Asset (Liability)
Accounts receivable	$	4,651
Unbilled accounts receivable	1,518
Inventories	11,063
Prepaid expenses and other current assets	123
Property and equipment	672
Intangible assets
Customer lists	21,652			15
Trademarks and trade names	5,926			15
Technology	12,650			15
Other intangible assets	3,761			4
Other long-term assets	60
Purchased goodwill	36,665
Accounts payable	(3,657		)
Accrued payroll and related costs	(1,328		)
Advance payments from customers	(4,315		)
Accrued income taxes	(290		)
Other accrued liabilities	(127		)
Deferred income taxes	(10,477		)
Net assets acquired	$	78,547

Supplemental information
Consideration paid at closing	$	79,772
Post-closing purchase price adjustment	515
Less: Cash acquired	(1,740		)
Purchase price, net of cash acquired	$	78,547

The fair value measurement was completed as of September 28, 2019. Measurement period adjustments were recorded in fiscal year 2019 and have been reflected in the table above. The measurement period adjustments were not material.

Goodwill was calculated as the difference between the acquisition date fair value of the total purchase price consideration and the fair value of the net assets acquired and represents the future economic benefits that we expect to achieve as a result of the acquisition. This resulted in a purchase price in excess of the fair value of identifiable net assets acquired. The purchase price also included the fair value of other assets that were not identifiable, not separately recognizable under accounting rules (e.g.,

assembled workforce) or of immaterial value. All of the goodwill was assigned to Test & Simulation. None of the goodwill is deductible for income tax purposes.

The fair value of the acquired intangible assets was $43,989. The acquired intangible assets are being amortized on a straight-line basis over the useful lives identified in the table above.