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Acquisitions
12 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Acquisitions

Note 3.

Acquisitions

CoAdna, Inc.

In September 2018, the Company acquired CoAdna Holdings, Inc.  (“CoAdna”), a previously publicly traded company on the Taiwan Stock Exchange with headquarters in Sunnyvale, CA, in a cash transaction valued at approximately $85.0 million, inclusive of cash acquired of approximately $42.2 million at closing.

CoAdna is a global leader in wavelength selective switches based on its patented liquid crystal platform. CoAdna operates within the Company’s II-VI Photonics operating segment.

The following table presents the final allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition ($000):

 

Assets

 

 

 

 

 

Accounts receivable

 

$

 

5,684

 

Inventories

 

 

 

6,189

 

Prepaid and other assets

 

 

 

2,454

 

Property, plant & equipment

 

 

 

3,181

 

Intangible assets

 

 

 

16,072

 

Goodwill

 

 

 

24,898

 

Total assets acquired

 

$

 

58,478

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Accounts payable

 

$

 

4,006

 

Other accrued liabilities

 

 

 

4,103

 

Long term accrued income taxes

 

 

 

6,656

 

Deferred tax liabilities

 

 

 

897

 

Total liabilities assumed

 

 

 

15,662

 

Net assets acquired

 

$

 

42,816

 

 

The goodwill of $24.9 million is included in the II-VI Photonics segment and is attributed to the expected synergies and the assembled workforce of CoAdna. None of the goodwill is deductible for income tax purposes. The fair value of accounts receivable acquired was $5.7 million, with the gross contractual amount being $5.7 million. The Company expensed transaction costs during the year ended June 30, 2019 of $1.9 million.

The amount of revenues of CoAdna included in the Company’s Consolidated Statements of Earnings for the year ended June 30, 2019 was $12.4 million, excluding sales to customers through our sales offices. The amount of net loss of CoAdna included in the Company’s Consolidated Statement of Earnings for the year ended June 30, 2019 was $0.6 million.

Purchase of a Product Line

In November 2018, the Company acquired certain assets of a product line in a cash transaction valued at approximately $10.0 million. The transaction was accounted for as a business combination under ASC 805 and ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. In conjunction with the acquisition of the product line, the Company acquired inventory of $0.2 million, equipment of $2.3 million, acquired technology of $6.3 million, and recorded goodwill of $1.2 million. The goodwill is deductible for income tax purposes. The goodwill is recorded in the II-VI Photonics segment and is attributable to the workforce acquired as part of the transaction. Transaction expenses for this acquisition were insignificant for the year ended June 30, 2019.  

Redstone Aerospace Corporation

In March 2019, the Company acquired Redstone Aerospace Corporation (“Redstone”), an aerospace and defense company located in Colorado. Redstone has unique capabilities to continue our growth in the emerging high-energy market. The consideration consisted of initial cash paid at the acquisition date of $28.0 million, net of cash acquired. In addition, the acquisition agreement provides up to a maximum of $2.0 million of additional cash earn out opportunities based on achievement of certain agreed-upon financial objectives.

The following table presents the final purchase price at the date of acquisition ($000):

 

Net cash paid at acquisition

 

$

 

27,959

 

Fair value of cash earnout arrangement

 

 

 

1,776

 

Purchase price

 

$

 

29,735

 

 

The following table presents a final allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition ($000):

 

Assets

 

 

 

 

 

Accounts receivable

 

$

 

1,606

 

Other Assets

 

 

 

215

 

Property, plant & equipment

 

 

 

350

 

Intangible assets

 

 

 

9,100

 

Goodwill

 

 

 

21,596

 

Total assets acquired

 

$

 

32,867

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-Interest bearing liabilities

 

$

 

980

 

Deferred tax liabilities

 

 

 

2,152

 

Total liabilities assumed

 

 

 

3,132

 

Net assets acquired

 

$

 

29,735

 

 

The goodwill of $21.6 million is recorded in the II-VI Performance Products segment and is attributed to the expected synergies and the assembled workforce of Redstone. The goodwill is non-deductible for income tax purposes.  At the time of the acquisition, the Company expected to collect all of the accounts receivable. Transaction expenses for this acquisition were insignificant for the year ended June 30, 2019.  

The amount of revenues and net earnings from the acquisition included in the Company’s Consolidated Statements of Earnings for the year ended June 30, 2019 were insignificant.