(Unaudited)
The following unaudited pro forma combined financial information has been prepared in accordance with Article 8 of Regulation S-X for the following periods:
(in thousands) |
|
|
2021 |
|
|
2020 |
|
$ Change from
|
|
% Change from
|
|||
Revenues |
|
$ |
137,601 |
|
$ |
40,785 |
|
$ |
96,816 |
|
|
237 |
% |
Impact of 2020 acquisitions |
|
|
— |
|
|
44,065 |
|
|
(44,065 |
) |
|
(100 |
) |
Impact of 2021 acquisitions |
|
|
11,694 |
|
|
42,149 |
|
|
(30,455 |
) |
|
(72 |
) |
Pro forma revenues |
|
$ |
149,295 |
|
$ |
126,999 |
|
$ |
22,296 |
|
|
17.6 |
% |
|
|
|
|
|
|
|
|
|
|||||
Pro forma revenues for the year ended December 31, 2021 includes the Successor 2021 Period and the pre-acquisition 2021 results of Oakman, DPSS, and Techshot for the year ended December 31, 2021. Pro forma revenues for the year ended December 31, 2020 includes the Predecessor 2020 Period, the Successor 2020 Period, and the pre-acquisition results of Adcole, DSS, Roccor, LoadPath, Oakman, DPSS, and Techshot for the year ended December 31, 2020.
REDWIRE CORPORATION
RECONCILIATION OF ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (“ADJUSTED EBITDA”)(1)
(Unaudited)
The table below presents a reconciliation of Adjusted EBITDA and Pro Forma Adjusted EBITDA to net income (loss), computed in accordance with U.S. GAAP for the following periods:
|
Successor |
|
|
Predecessor |
||||||||
(in thousands) |
Year Ended
|
|
Period from
|
|
|
Period from
|
||||||
| Net income (loss) |
$ |
(61,537 |
) |
|
$ |
(14,374 |
) |
|
|
$ |
(1,334 |
) |
| Interest expense |
|
6,458 |
|
|
|
1,074 |
|
|
|
|
83 |
|
| Income tax expense (benefit) |
|
(11,269 |
) |
|
|
(3,659 |
) |
|
|
|
(384 |
) |
| Depreciation and amortization |
|
10,584 |
|
|
|
3,107 |
|
|
|
|
59 |
|
| Acquisition deal cost (i) |
|
5,237 |
|
|
|
9,944 |
|
|
|
|
— |
|
| Acquisition integration cost (i) |
|
2,383 |
|
|
|
937 |
|
|
|
|
— |
|
| Acquisition earnout cost (ii) |
|
11,337 |
|
|
|
— |
|
|
|
|
— |
|
| Purchase accounting fair value adjustment related to deferred revenue (iii) |
|
310 |
|
|
|
598 |
|
|
|
|
— |
|
| Capital market and advisory fees (iv) |
|
10,306 |
|
|
|
2,598 |
|
|
|
|
— |
|
| Litigation-related expenses (vi) |
|
2,978 |
|
|
|
— |
|
|
|
|
— |
|
| Write-off of long-lived assets (v) |
|
— |
|
|
|
227 |
|
|
|
|
— |
|
| Equity-based compensation (vii) |
|
27,112 |
|
|
|
— |
|
|
|
|
997 |
|
| Warrant liability change in fair value adjustment (viii) |
|
(2,629 |
) |
|
|
— |
|
|
|
|
— |
|
| Adjusted EBITDA |
$ |
1,270 |
|
|
$ |
452 |
|
|
|
$ |
(579 |
) |
| Pro forma impact on EBITDA (ix) |
|
1,979 |
|
|
|
1,152 |
|
|
|
|
— |
|
| Pro forma adjusted EBITDA |
$ |
3,249 |
|
|
$ |
1,604 |
|
|
|
$ |
(579 |
) |
| i. |
|
Redwire incurred acquisition costs including due diligence and integration costs. |
| ii. |
|
Redwire incurred acquisition costs related to the Roccor and MIS contingent earnout payments. |
| iii. |
|
Redwire incurred purchase accounting fair value adjustments to unwind deferred revenue for Adcole, MIS, Roccor, and DPSS. |
| iv. |
|
Redwire incurred capital market and advisory fees related to advisors assisting with preparation for the business combination with Genesis Part Acquisition Corp (the “Merger”). |
| v. |
|
Redwire incurred write-off costs for long-lived assets at Adcole related to the write-off of leasehold improvements when Adcole moved office locations. |
| vi. |
|
Redwire incurred expenses related to the securities litigation as further described in Note N of the accompanying notes to the consolidated financial statements. |
| vii. |
|
Redwire incurred expenses related to equity-based compensation under Redwire’s equity-based compensation plan. |
| viii. |
|
Redwire adjusted the fair value of the private warrants between the initial valuation as of September 2, 2021, the date the warrants were assumed, and December 31, 2021. |
| ix. |
|
Pro forma impact represents the incremental results of a full period of operations assuming the entities acquired during the periods presented were acquired from January 1 of the year in which they occurred. For the year ended December 31, 2021 the pro forma impact included Oakman from January 1, 2021 to January 15, 2021, DPSS from January 1, 2021 to February 17, 2021, and Techshot from January 1, 2021 to November 1, 2021 and for the year ended December 31, 2020 the pro forma impact includes Adcole from January 1, 2020 to March 2, 2020, DSS from January 1, 2020 to June 1, 2020, MIS from January 1, 2020 to June 22, 2020, Roccor from January 1, 2020 to October 28, 2020 and LoadPath from January 1, 2020 to December 11, 2020. |
| ______________ |
| (1) Adjusted EBITDA and pro forma Adjusted EBITDA are not measures of results under generally accepted accounting principles in the United States. See “Non-GAAP Financial Information” and the reconciliation tables included in this press release for details regarding the calculation of Adjusted EBITDA and pro forma Adjusted EBITDA. |
REDWIRE CORPORATION
