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Acquisitions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisitions

3.

Acquisitions

Williams Electric

 

On October 6, 2017, the Company completed the acquisition of Williams Electric Company, Inc., a specialty contractor delivering global control system integration and energy infrastructure solutions to U.S. Government customers. The total consideration for this acquisition, net of cash received, was approximately $25.7 million, which we paid in cash at closing.   

Polaris Alpha

On May 31, 2018, the Company acquired a 100% ownership interest in Polaris Alpha, a privately-owned, advanced technology-focused provider of innovative mission solutions for complex defense, intelligence, and security customers, as well as other U.S. federal government customers, for $489.1 million paid in cash. The Company borrowed $260 million under the Credit Agreement, as described in “Note 12—Debt and Credit Facilities”, to partially fund the acquisition. In connection with this acquisition, the Company recognized $6.2 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2018, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. Polaris Alpha enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition (in thousands):

 

 

 

Polaris Alpha

 

Cash and cash equivalents

 

$

7,914

 

Accounts receivable

 

 

29,688

 

Contract assets

 

 

35,229

 

Prepaid expenses and other current assets

 

 

9,295

 

Property and equipment

 

 

9,024

 

Goodwill

 

 

243,471

 

Intangible assets

 

 

199,520

 

Other noncurrent assets

 

 

2,203

 

Accounts payable

 

 

(13,942

)

Accrued expenses and other current liabilities

 

 

(26,419

)

Contract liabilities

 

 

(3,529

)

Deferred tax liabilities

 

 

(2,231

)

Other long-term liabilities

 

 

(1,146

)

Net assets acquired

 

$

489,077

 

 

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):

 

 

 

Gross

Carrying

Amount

 

 

Amortization

Period

 

 

 

 

 

 

 

(in years)

 

Developed technology

 

$

84,900

 

 

 

4

 

Customer relationships

 

 

76,000

 

 

 

8

 

Backlog

 

 

34,900

 

 

 

2

 

Trade name

 

 

3,600

 

 

 

1

 

Leases

 

 

120

 

 

 

6

 

 

Amortization expense of $30.3 million and $54.5 million related to these intangible assets was recorded for the years ended December 31, 2018 and December 31, 2019, respectively. The entire value of goodwill of $243.5 million was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $50.1 million is deductible for tax purposes.

The amount of revenue generated by Polaris Alpha since the acquisition and included within consolidated revenues for 2018 is $227.3 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

Supplemental Pro Forma Information (Unaudited)

Supplemental information on an unaudited pro forma basis, as if the acquisition closed as of the beginning of the fiscal year ended December 29, 2017 as follows (in thousands):

 

 

 

2017

 

 

2018

 

 

 

(unaudited)

 

 

(unaudited)

 

Pro forma Revenue

 

$

3,361,626

 

 

$

3,713,804

 

Pro forma Net Income including noncontrolling interest

 

 

58,356

 

 

 

225,861

 

 

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses, and the additional pro forma interest expense related to the borrowings under the credit agreement as of the assumed acquisition date. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

OGSystems

On January 7, 2019, the Company acquired a 100% ownership interest in OGSystems, a privately-owned company, for $292.4 million paid in cash. OGSystems provides geospatial intelligence, big data analytics and threat mitigation for defense and intelligence customers.  The Company borrowed $110 million under the Credit Agreement and $150 million on a short-term loan, as described in “Note 12—Debt and Credit Facilities,” to partially fund the acquisition. In connection with this acquisition, the Company recognized $5.4 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2019, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. OGSystems enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands):

 

 

 

Amount

 

Cash and cash equivalents

 

$

5,772

 

Accounts receivable

 

 

9,904

 

Contract assets

 

 

9,747

 

Prepaid expenses and other current assets

 

 

4,307

 

Property and equipment

 

 

4,085

 

Right of use assets, operating leases

 

 

8,826

 

Goodwill

 

 

183,540

 

Intangible assets

 

 

92,300

 

Other noncurrent assets

 

 

10

 

Accounts payable

 

 

(5,450

)

Accrued expenses and other current liabilities

 

 

(7,147

)

Contract liabilities

 

 

(1,300

)

Short-term lease liabilities, operating leases

 

 

(805

)

Income tax payable

 

 

(1,178

)

Deferred tax liabilities

 

 

(1,195

)

Long-term lease liabilities, operating leases

 

 

(8,021

)

Other long-term liabilities

 

 

(1,015

)

Net assets acquired

 

$

292,380

 

 

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):

 

 

 

Gross

Carrying

Amount

 

 

Amortization

Period

 

 

 

 

 

 

 

(in years)

 

Customer relationships

 

$

57,100

 

 

 

5

 

Backlog

 

 

27,700

 

 

 

3

 

Trade name

 

 

3,800

 

 

 

2

 

Non-compete agreements

 

 

2,400

 

 

 

3

 

Developed technologies

 

$

1,300

 

 

 

3

 

 

Amortization expense of $23.8 million related to these intangible assets was recorded for the year ended December 31, 2019. The entire value of goodwill of $183.5 million was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $16 million is deductible for tax purposes.

The amount of revenue generated by OGSystems since the acquisition and included within consolidated revenues for year ended December 31, 2019 is $143.4 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.    

Supplemental Pro Forma Information (Unaudited)

Supplemental information of unaudited pro forma operating results assuming the OGSystems acquisition had been consummated as of the beginning of fiscal year 2018 (December 30, 2017) (in thousands) is as follows:

 

 

 

2018

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

Pro forma Revenue

 

$

3,676,894

 

 

$

3,956,767

 

Pro forma Net Income including noncontrolling interests

 

 

205,961

 

 

 

134,046

 

 

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses, and the additional pro forma interest expense related to the borrowings under the credit agreement as of the assumed acquisition date. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

QRC Technologies

On July 31, 2019 the Company acquired a 100% ownership interest in QRC Technologies (“QRC”), a privately-owned company, for $214.1 million in cash.  QRC provides design and development of open-architecture radio-frequency products.  The Company borrowed $140.0 million under the Revolving Credit Facility to partially fund the transaction. In connection with this acquisition, the Company recognized $4.9 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2019, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. QRC is an agile, disruptive product company that specializes in radio frequency spectrum survey, record and playback; signals intelligence; and electronic warfare missions. QRC complements our existing portfolio, increases our presence in the high-growth markets of spectrum awareness and surveillance, adds critical intellectual property that complements and expands our available capabilities for the Special Operations and Intelligence Communities.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the preliminary purchase price allocation as of the date of acquisition (in thousands):

 

 

 

Amount

 

Cash and cash equivalents

 

$

5,925

 

Accounts receivable

 

 

5,587

 

Prepaid expenses and other current assets

 

 

5,727

 

Property and equipment

 

 

1,205

 

Right of use assets, operating leases

 

 

5,228

 

Goodwill

 

 

125,091

 

Intangible assets

 

 

76,200

 

Accounts payable

 

 

(1,567

)

Accrued expenses and other current liabilities

 

 

(4,025

)

Short-term lease liabilities, operating leases

 

 

(545

)

Long-term lease liabilities, operating leases

 

 

(4,683

)

Net assets acquired

 

$

214,143

 

 

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):

 

 

 

Gross

Carrying

Amount

 

 

Amortization

Period

 

 

 

 

 

 

 

(in years)

 

Customer relationships

 

$

49,800

 

 

 

12

 

Developed technologies

 

 

21,800

 

 

3 to 5

 

In-process research and development

 

 

1,800

 

 

3 to 5

 

Non-compete agreements

 

 

1,200

 

 

 

4

 

Trade name

 

 

800

 

 

 

2

 

Backlog

 

 

800

 

 

 

1

 

 

The Company is still in the process of finalizing its valuation of the net assets acquired.

Amortization expense of $5.7 million related to these intangible assets was recorded for the year ended December 31, 2019. The entire value of goodwill of $125.1 million was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill in its entirety is deductible for tax purposes.

The amount of revenue generated by QRC since the acquisition and included within consolidated revenues for the year ended December 31, 2019 is $11.2 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

Supplemental Pro Forma Information (Unaudited)

Supplemental information of unaudited pro forma operating results assuming the QRC Technologies acquisition had been consummated as of the beginning of fiscal year 2018 (December 30, 2017) (in thousands) is as follows:

 

 

 

2018

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

Pro forma Revenue

 

$

3,596,920

 

 

$

3,976,361

 

Pro forma Net Income

 

 

221,930

 

 

 

138,692

 

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses, and the additional pro forma interest expense related to the borrowings under the credit agreement as of the assumed acquisition date. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.