XML 39 R25.htm IDEA: XBRL DOCUMENT v2.4.1.9
BUSINESS AND ASSET ACQUISITIONS
12 Months Ended
Mar. 31, 2015
BUSINESS AND ASSETS ACQUISITIONS  
BUSINESS AND ASSETS ACQUISITIONS

17. BUSINESS AND ASSET ACQUISITIONS

Business Acquisitions

        The business and asset acquisitions described below were accounted for using the purchase method of accounting, and accordingly, the fair value of the net assets acquired and the results of the acquired businesses were included in the Company's consolidated financial statements from the acquisition dates forward. The Company has not finalized the allocation of the consideration for certain of its recently completed acquisitions and generally expects to complete these allocations within one year of the respective acquisition dates.

Fiscal year 2015 business acquisitions

        During the fiscal year 2015, the Company completed four acquisitions that were not individually, nor in the aggregate, significant to the consolidated financial position, results of operations and cash flows of the Company. All of the acquired businesses expanded the Company's capabilities in the medical devices market, particularly precision plastics, within the HRS business group. The Company paid $52.7 million net of $5.9 million of cash held by the acquired businesses, and recorded an accrual of $4.5 million for contingent consideration relating to one of the acquisitions. The Company primarily acquired $29.4 million of current assets, $9.0 million of property and equipment, recorded goodwill of $35.8 million and intangibles of $16.1 million, and assumed certain liabilities relating to payables and debt in connection with these acquisitions. The results of operations were included in the Company's consolidated financial results beginning on the date of these acquisitions. Pro-forma results of operations for these acquisitions have not been presented because the effects of the acquisitions were immaterial to the Company's consolidated financial results for all periods presented. The Company also paid $7.5 million as a deposit to acquire another business expected to close in fiscal year 2016, which is included in other assets.

Fiscal year 2014 business acquisitions

Acquisition of Motorola Mobility LLC from Google 

        On April 16, 2013, the Company completed the acquisition of certain manufacturing operations from Google's Motorola Mobility LLC. The Company also entered into a manufacturing and services agreement with Motorola Mobility for mobile devices in conjunction with this acquisition. This acquisition expanded the Company's relationship with Google's Motorola Mobility and the Company's capabilities in the mobile devices market, within the CTG business group. The results of operations were included in the Company's consolidated financial results beginning on the date of acquisition. Revenues were approximately 11.5% of total revenue for the fiscal year ended March 31, 2014. Income before tax of the acquired operations for the fiscal year ended March 31, 2014 was not significant to the consolidated financial results of the Company. On a pro forma basis, the estimated increase to our previously reported revenue amounts to reflect the acquisition of this business as of the first day of the prior comparative period is $3.3 billion for the year-ended March 31, 2013, and operating results for the same period was immaterial.

        The cash consideration for this acquisition amounted to $178.9 million. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.

        The following represents the Company's allocation of the total purchase price to the acquired assets and liabilities assumed of Google's Motorola Mobility LLC (in thousands):

                                                                                                                                                                                    

Current assets:

 

 

 

 

Inventories

 

$

97,740 

 

Other current assets

 

 

24,280 

 

​  

​  

Total current assets

 

 

122,020 

 

Property and equipment

 

 

45,198 

 

Goodwill

 

 

2,844 

 

Other intangible assets (useful life—6 years)

 

 

2,948 

 

Other assets

 

 

7,414 

 

​  

​  

Total assets

 

$

180,424 

 

​  

​  

​  

​  

​  

Current liabilities:

 

 

 

 

Other current liabilities

 

$

317 

 

​  

​  

Total current liabilities

 

 

317 

 

Other liabilities

 

 

1,202 

 

​  

​  

Total aggregate purchase price

 

$

178,905 

 

​  

​  

​  

​  

​  

Acquisition of Riwisa AG 

        On November 4, 2013, the Company acquired all of the outstanding shares of Riwisa AG, a company registered in Switzerland for total cash consideration of $44.0 million, net of cash acquired amounting to $9.4 million. This acquisition expanded the Company's capabilities in the medical devices market, particularly precision plastics within the HRS business group. The Company primarily acquired inventory, property and equipment and assumed certain liabilities relating to payables and debt. The results of operations were included in the Company's consolidated financial results beginning on the date of acquisition. Proforma results of operations for this acquisition have not been presented because the effects of the acquisition were not material to the Company's consolidated financial results.

        The initial allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. During fiscal year 2014 the Company recorded $22.7 million as intangible assets and $18.5 million as goodwill based on a preliminary assessment of fair value of assets acquired and liabilities assumed. During fiscal year 2015, the Company further adjusted the purchase allocation for the acquisition resulting in a $2.6 million increase in the total cash consideration from $44.0 million to $46.6 million, and an $8.7 million fair value adjustment for assets acquired, increasing total goodwill to $27.2 million. Intangible assets are comprised of customer-relationships of $15.8 million amortized over a period of 10 years and developed technology and trade names of $6.9 million amortized over a period of 7 years.

Other business acquisitions 

        Further, during fiscal year 2014, the Company completed two other acquisitions for total cash consideration of $15.1 million. Neither of these acquisitions were significant to the Company's consolidated financial position, results of operations and cash flows. These businesses expanded the Company's capabilities primarily in manufacturing operations for precision plastics, components and molds. The Company acquired primarily property and equipment and inventory and recorded goodwill amounting to $5.0 million in connection with these acquisitions. The results of operations were included in the Company's consolidated financial results beginning on the dates of these acquisitions. Proforma results of operations for these acquisitions have not been presented because the effects of the acquisitions were immaterial to the Company's consolidated financial results. Additionally, transaction costs related to all acquisitions completed during the periods presented were immaterial to the Company's financial results.

        The Company continues to evaluate certain assets and liabilities related to business combinations completed during recent periods. Additional information, which existed as of the acquisition date, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Changes to amounts recorded as assets or liabilities, as a result of such additional information, may result in a corresponding adjustment to goodwill.

        The goodwill generated from the Company's business combinations completed during the fiscal year ended March 31, 2014 is primarily related to value placed on the employee workforce, service offerings and capabilities, and expected synergies and is not deductible for income tax purposes.

Fiscal year 2013 business acquisitions

Acquisition of Saturn Electronics and Engineering Inc. 

        During the fiscal year 2013, the Company completed its acquisition of all outstanding common stock of Saturn Electronics and Engineering, Inc. ("Saturn"), a supplier of electronics manufacturing services, solenoids and wiring for the automotive, appliance, consumer, energy and industrial markets. The acquisition of Saturn broadened the Company's service offering and strengthened its capabilities in the automotive and consumer electronics businesses within the HRS business group. The results of operations were included in the Company's consolidated financial results beginning on the date of acquisition which amounted to approximately $100.9 million in revenue for the year ended March 31, 2013. Net income of the acquired business during the fiscal year ended March 31, 2013 was not significant to the consolidated operating results of the Company.

        The initial cash consideration for this acquisition amounted to $193.7 million with up to an additional $15.0 million of estimated potential contingent consideration, for a total purchase consideration of $208.7 million. During fiscal year 2015, the Company paid $11.3 million to settle all remaining contingent consideration.

        The allocation of the purchase price to Saturn's tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. Management determined the value of acquired intangible assets with the assistance of a third-party appraisal firm. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.

        The following represents the Company's allocation of the total purchase price to the acquired assets and liabilities assumed of Saturn (in thousands):

                                                                                                                                                                                    

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

2,191 

 

Accounts receivable

 

 

44,879 

 

Inventories

 

 

23,350 

 

Other current assets

 

 

1,970 

 

​  

​  

Total current assets

 

 

72,390 

 

Property and equipment

 

 

40,392 

 

Goodwill

 

 

102,725 

 

Other intangible assets

 

 

57,200 

 

Other assets

 

 

925 

 

​  

​  

Total assets

 

$

273,632 

 

​  

​  

​  

​  

​  

Current liabilities:

 

 

 

 

Accounts payable

 

$

29,616 

 

Other current liabilities

 

 

1,740 

 

​  

​  

Total current liabilities

 

 

31,356 

 

Other liabilities

 

 

33,585 

 

​  

​  

Total aggregate purchase price

 

$

208,691 

 

​  

​  

​  

​  

​  

        The intangible assets of $57.2 million is comprised of customer-relationships of $46.4 million and developed technology amounting to $10.8 million. Customer relationships are amortized over an estimated useful life of 5 years and developed technology is amortized over an estimated useful life of 7 years.

Other business acquisitions 

        Additionally, during the fiscal year 2013, the Company completed three other acquisitions that were not individually, nor in the aggregate, significant to the Company's consolidated financial position, results of operations and cash flows. The total consideration, which was paid in cash for these acquisitions, and earn outs related to certain prior period acquisitions amounted to $72.7 million. The total amount of cash acquired from these acquisitions amounted to $80.1 million, resulting in net cash of $7.4 million acquired from these acquisitions during the fiscal year ended 2013. One of the acquired businesses expanded the Company's capabilities primarily in the medical and defense markets; another acquired business supports the hardware product manufacturing needs of an existing customer in the technology industry; and the other acquired business expanded the Company's capabilities primarily in the LED design and manufacturing market. The Company primarily acquired cash, inventory and certain other manufacturing assets, and recorded goodwill of $61.9 million in connection with these acquisitions. The aggregate results of operations for these acquisitions were included in the Company's consolidated financial results beginning on the dates of acquisition which amounted to approximately $231.3 million in revenue for the fiscal year ended March 31, 2013. Operating results of these acquisitions during the fiscal year ended March 31, 2013 was not significant, individually or in the aggregate, to the consolidated operating results of the Company.

        In connection with one of the acquired businesses, the Company entered into an agreement with an existing customer and a third party banking institution to procure certain manufacturing equipment that was financed by the third party banking institution, acting as an agent of the customer. The manufacturing equipment was used exclusively for the benefit of this customer. The Company has the ability to settle the obligation related to these financed assets by returning the equipment to the customer and cannot be required to pay cash by either the customer or the third party banking institution. During fiscal year 2015, the Company ceased manufacturing of the product related to the financed equipment. As a result, pursuant an agreement with the customer, the Company as an agent on behalf of the customer is in the process of dispositioning the equipment via sales to third parties and forwarding the proceeds to the third party banking institution reducing the outstanding obligation. Accordingly, the value of the equipment financed by the third party banking institution decreased to $169.2 million from $267.5 million as of March 31, 2015 and 2014, respectively, and has been included in other current assets. The outstanding balance due to the third party banking institution related to the financed equipment correspondingly decreased to $197.7 million from $286.5 million as of March 31, 2015 and 2014, respectively, and has been included in other current liabilities. The cash inflows from the sale of the manufacturing equipment originally purchased on behalf of the customer and financed by the third party banking institution amounting to $79.7 million have been included in other investing cash flows for the fiscal year ended March 31, 2015. The cash outflows relating to the purchase of the manufacturing equipment by the Company on behalf of the customer amounting to $37.3 million and $115.3 million have also been included in other investing cash flows for the fiscal years ended March 31, 2014 and 2013, respectively. The cash outflows to repay the third party banking institution on behalf of the customer upon cessation of manufacturing operations amounting to $88.8 million have been included in cash flows from other financing activities during the fiscal year ended March 31, 2015. Net cash inflows amounting to $13.5 million and $101.9 million relating to the funding of these assets by the financial institution on behalf of the customer have been included in cash flows from other financing activities during the fiscal years ended March 31, 2014 and 2013, respectively.

Acquisition of Mirror Controls International 

        On April 29, 2015, the Company announced that it has entered into a definitive agreement to acquire Mirror Controls International (MCi) from private equity firm Egeria in an all cash transaction valuing its share capital at approximately $500.0 million. The transaction is expected to close in the second quarter of fiscal year 2016 and will be included as part of our HRS business group. A preliminary purchase price allocation is not yet available for this acquisition.