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Note 10 - Acquisitions
12 Months Ended
Mar. 31, 2018
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
10.
Acquisitions:
 
On
October 2, 2017,
AVX acquired the AB Electronics sensing and control business from TT Electronics, PLC, for
$162,038,
net of cash acquired. Now named Sensing and Control (“S&C”) and consolidated within our Interconnect, Sensing and Control Devices segment (formerly AVX Interconnect) for financial reporting purposes, the acquisition enhances AVX’s position in the automotive business and provides further opportunities for expansion and growth. Goodwill associated with the acquisition has been allocated to the Interconnect, Sensing and Control Devices reporting unit.
 
We have used the acquisition method of accounting to record the transaction in accordance with FASB Accounting Standards Codification Topic
805,
“Business Combinations.” In accordance with the acquisition method, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values with the excess being allocated to goodwill. Factors that contributed to the recognition of goodwill include expected synergies and the trained workforce. The goodwill is
not
deductible for tax purposes.
 
As of
March 31, 2018,
the allocation of the purchase price was prepared based on estimates of fair values, as shown in the table below. The results of operations for S&C since the acquisition date are included in the accompanying consolidated statement of operations.
 
Assets Acquired and Liabilities Assumed
 
Allocation of
Purchase Price
 
Accounts receivable
  $
61,483
 
Inventory
   
42,443
 
Accounts payable and accrued liabilities
   
(67,343
)
Other current assets and liabilities, net
   
9,250
 
Working capital
   
45,833
 
Property and equipment
   
85,794
 
Intangible assets
   
18,168
 
Other non-current assets and liabilities, net    
(13,806
)
Total identified assets and liabilities
   
135,989
 
Purchase price
   
162,038
 
Goodwill
  $
26,049
 
 
We recorded approximately
$18,168
of identifiable intangible assets and
$26,049
of Goodwill as indicated above. The acquired intangible assets relate to the S&C trade name, existing technology and customer relationships which are being amortized over one, eleven, and
six
years respectively.  In the quarter ended
March 31, 2018 
goodwill increased by
$9,691.
 
The unaudited pro forma combined financial information is provided for the
twelve
month periods ended
2018
as though S&C had been acquired as of
April 1, 2016.
These unaudited pro forma combined results of revenues have been prepared by adjusting our historical results to include the historical results of S&C based on information available. Unaudited pro forma net sales for the
twelve
month periods ended
March 31, 2017
and
2018
would be
$1,633,626
and
$1,736,425,
respectively. We recognized revenue of
$193,326
from S&C in fiscal
2018.
 
On
January 31, 2018,
AVX acquired Ethertronics, Inc. for
$128,242
net of cash and debt acquired. Now named AVX Antenna and consolidated with our Electronic Components segment. The purchase of Ethertronics expands AVX’s extensive electronic product offering into the antenna technology market and will provide new and exciting growth opportunities for AVX going forward.
 
The Company has used the acquisition method of accounting to record the transaction in accordance with FASB Accounting Standards Codification Topic
805,
“Business Combinations.” In accordance with the acquisition method, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values with the excess being allocated to goodwill. Factors that contributed to the recognition of goodwill include expected synergies and the trained workforce. The goodwill is
not
deductible for tax purposes.
 
As of
March 31, 2018,
the allocation of the purchase price was prepared based on estimates of fair values, as shown in the table below. The results of operations for AVX Antenna since the acquisition date are included in the accompanying consolidated statement of operations.
 
Assets Acquired and Liabilities Assumed
 
Allocation of
Purchase Price
 
Accounts receivable
  $
16,350
 
Accounts payable
   
(10,141
)
Other current assets and liabilities, net
   
2,868
 
Working capital
   
9,077
 
Debt
   
(21,105
)
Property and equipment
   
13,760
 
Intangible assets
   
64,800
 
Other non-current assets and liabilities, net    
(13,763
)
Total identified assets and liabilities
   
52,769
 
Purchase price
   
128,242
 
Goodwill
  $
75,473
 
 
We recorded approximately
$64,800
of identifiable intangible assets and
$75,473
of Goodwill as indicated above. The acquired intangible assets relate to the AVX Antenna trade name, existing technology and customer relationships which are being amortized over ten, ten, and
thirteen
years, respectively. We recognized revenue of
$12,740
from AVX Antenna in fiscal
2018.
 
Our estimates of fair value and resulting purchase price allocations related to our fiscal
2018
acquisitions are preliminary. We are in the process of finalizing the valuations. The final allocation of the purchase price
may
differ from the information presented in these Consolidated Financial Statements.