Redwire Corporation Reports Full Fiscal Year 2021 Financial Results

RECONCILIATION OF 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)

Three Months
Ended
September 30, 2021

 

Three Months
Ended

September 30, 2020

 

Nine Months
Ended
September 30, 2021

 

Period from
February 10, 2020 to
September 30, 2020

 

 

Period from
January 1, 2020 to
June 21, 2020

Net income (loss)

$

(24,252

)

 

$

(2,336

)

 

$

(47,827

)

 

$

(7,308

)

 

 

$

(1,334

)

Interest expense

 

1,740

 

 

 

83

 

 

 

4,933

 

 

 

83

 

 

 

 

83

 

Income tax expense (benefit)

 

(5,582

)

 

 

(611

)

 

 

(7,971

)

 

 

(1,889

)

 

 

 

(384

)

Depreciation and amortization

 

2,606

 

 

 

1,227

 

 

 

7,508

 

 

 

1,646

 

 

 

 

59

 

Acquisition deal cost (i)

 

1,274

 

 

 

500

 

 

 

3,693

 

 

 

5,959

 

 

 

 

 

Acquisition integration cost (i)

 

768

 

 

 

450

 

 

 

1,573

 

 

 

573

 

 

 

 

 

Acquisition earnout cost (ii)

 

113

 

 

 

 

 

 

11,227

 

 

 

 

 

 

 

 

Purchase accounting fair value adjustment related to deferred revenue (iii)

 

81

 

 

 

234

 

 

 

248

 

 

 

254

 

 

 

 

 

Capital market and advisory fees (iv)

 

2,458

 

 

 

150

 

 

 

8,462

 

 

 

350

 

 

 

 

 

Write-off of long-lived assets (v)

 

 

 

 

 

 

 

 

 

 

227

 

 

 

 

 

Equity-based compensation (vi)

 

22,919

 

 

 

 

 

 

22,919

 

 

 

 

 

 

 

997

 

Warrant liability change in fair value adjustment (vii)

 

(2,938

)

 

 

 

 

 

(2,938

)

 

 

 

 

 

 

 

Adjusted EBITDA

$

(813

)

 

$

(303

)

 

$

1,827

 

 

$

(105

)

 

 

$

(579

)

Pro forma impact on EBITDA (viii)

 

 

 

 

 

 

 

299

 

 

 

(941

)

 

 

 

 

Pro forma adjusted EBITDA

$

(813

)

 

$

(303

)

 

$

2,126

 

 

$

(1,046

)

 

 

$

(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 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 equity-based compensation under Redwire’s equity-based compensation plan.

vii

 

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 September 30, 2021.

viii

 

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 three months ended September 30, 2021 and September 30, 2020, there was no pro forma impact, for the nine months ended September 30, 2021, the pro forma impact included Oakman from January 1, 2021 to January 15, 2021 and DPSS from January 1, 2021 to February 17, 2021, for the nine months ended September 30, 2020, the pro forma impact includes Adcole from January 1, 2020 to March 2, 2020 and DSS from January 1, 2020 to June 1, 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.


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