BUSINESS AND ASSETS ACQUISITIONS

6 Months Ended

Sep. 25, 2015

Business Combinations [Abstract]

BUSINESS AND ASSETS ACQUISITIONS

BUSINESS AND ASSETS ACQUISITIONS

Acquisition of Mirror Controls International

On June 29, 2015, the Company completed its acquisition of MCi, and paid approximately $555.2 million, net of $27.7 million of cash acquired. This acquisition expanded the Company's capabilities in the automotive market, and was included in the HRS segment. 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 preliminary allocation of the total purchase price to the acquired assets and liabilities of MCi (in thousands):

Current assets:
Accounts receivable	$	41,392
Inventories	19,169
Other current assets	2,790
Total current assets	63,351
Property and equipment, net	39,256
Other assets	942
Intangibles	280,000
Goodwill	290,478
Total assets	$	674,027
Current liabilities:
Accounts payable	$	28,002
Accrued liabilities & other current liabilities	20,677
Total current liabilities	48,679
Other liabilities	70,190
Total aggregate purchase price	$	555,158

The intangible assets of $280.0 million is comprised of customer relationships of $131.4 million and licenses and other intangibles assets of $148.6 million. Customer relationships are amortized over a weighted-average estimated useful life of 8 years and licenses and other intangibles assets are amortized over a weighted-average estimated useful life of 10 years. In addition to accounts receivable and inventories, the Company acquired $39.3 million of machinery and equipment and assumed $70.2 million of other liabilities primarily comprised of deferred tax liabilities. The Company incurred $6.7 million in acquisition-related costs related to the acquisition of MCi during the three-month period ended September 25, 2015.

Acquisition of a facility from Alcatel-Lucent

On July 1, 2015, the Company acquired an optical transport facility from Alcatel-Lucent for approximately $67.5 million, which expanded its capabilities in the telecom market and was included in the INS segment. The Company acquired primarily $55.0 million of inventory, $10.0 million of property and equipment primarily comprised of a building and land, and recorded goodwill and intangible assets for a customer relationship of $3.6 million and $2.1 million, respectively, and assumed $3.2 million in other net liabilities in connection with this acquisition. The customer relationship intangible will amortize over a weighted-average estimated useful life of 5 years. Acquisition-related costs for this acquisition were immaterial.

Other business acquisitions

Additionally, during the six-month period endedSeptember 25, 2015, the Company completed three acquisitions that were not individually, nor in the aggregate, significant to the consolidated financial position, results of operations and cash flows of the Company.  Two of the acquired businesses expanded the Company’s capabilities in the medical devices market, particularly precision plastics and molding within the HRS segment, and the other strengthened capabilities in the household industrial market within the IEI segment. The Company paid $15.3 million, net of $0.1 million of cash held by the acquirees. The Company primarily acquired $2.0 million of property and equipment, assumed liabilities of $0.6 million and recorded goodwill and intangibles of $18.9 million. 

The results of operations for each of the acquisitions in fiscal year 2016 were included in the Company’s consolidated financial results beginning on the date of each acquisition, and the amount of revenue and earnings of the acquisitions, collectively, were immaterial to the Company’s consolidated financial results for all periods presented. Proforma results of operations for the acquisitions in fiscal year 2016 have not been presented because the effects of the acquisitions, collectively, were immaterial to the Company’s consolidated financial results for all periods presented.

The Company is in the process of evaluating the fair value of the assets and liabilities related to business combinations completed during the 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 date of acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement periods.

On September 28, 2015, the Company completed the acquisition of NEXTracker and paid approximately $245.0 million net of cash acquired, with potential contingent consideration of up to a maximum of $97.2 million upon achievement of future revenue performance targets. The financial results of NEXTracker will be included in the consolidated financial statements of the Company as part of the IEI segment beginning in the third quarter of fiscal year 2016.