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Acquisitions (Tables) | 9 Months Ended
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Sep. 30, 2023
Sealing Technologies, Inc. |
Schedule of Acquisition Date Fair Value of the Purchase Consideration Transferred | The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):
|  | Amount |
Cash paid at closing |  | $ | 181,690 |
Fair value of contingent consideration to be achieved |  |  | 3,443 |
Total purchase price |  | $ | 185,133 |
Changes in the fair value of contingent consideration, when they occur, are recorded in the consolidated statements of income within “Selling, general and administrative expense”.
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed on Purchase Price Allocation | 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 |  | $ | 8,133 |
Accounts receivable |  |  | 17,889 |
Contract assets |  |  | 2,960 |
Other current assets |  |  | 1,379 |
Property and equipment |  |  | 1,635 |
Right of use asset |  |  | 1,288 |
Deferred tax assets |  |  | 686 |
Goodwill |  |  | 106,241 |
Intangible assets |  |  | 59,900 |
Accounts payable |  |  | (15,987 | )
Accrued expenses and other current liabilities |  |  | (2,377 | )
Contract liabilities |  |  | (493 | )
Short-term lease liabilities |  |  | (540 | )
Deferred tax liabilities |  |  | (330 | )
Long-term lease liabilities |  |  | (551 | )
Net assets acquired |  | $ | 179,833 |
Schedule of Intangible Assets Value on Purchase Price | Of the total purchase price, the following values were preliminarily assigned to intangible assets (in thousands, except for years):
|  | Gross Carrying Amount |  |  | Amortization Period
|  |  |  |  | (in years)
Customer relationships |  | $ | 31,400 |  |  | 8
Backlog |  |  | 18,500 |  |  | 8
Developed technologies |  |  | 8,000 |  |  | 5
Other |  |  | 2,000 |  |  | 1 to 3
Schedule of Supplemental Pro Forma Information | Supplemental information of unaudited pro forma operating results assuming the SealingTech acquisition had been consummated as of the beginning of fiscal year 2022 (in thousands) is as follows:
|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, 2023 |  |  | September 30, 2022 |  |  | September 30, 2023 |  |  | September 30, 2022 |
Pro forma Revenue |  | $ | 1,450,376 |  |  | $ | 1,154,603 |  |  | $ | 4,030,873 |  |  | $ | 3,134,609 |
Pro forma Net Income including noncontrolling interests |  |  | 66,010 |  |  |  | 42,820 |  |  | $ | 161,544 |  |  | $ | 77,218 |
IPKeys Power Partners |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed on Purchase Price Allocation | 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 |  | $ | 126 |
Accounts receivable |  |  | 3,937 |
Contract assets |  |  | 834 |
Other current assets |  |  | 422 |
Property and equipment |  |  | 86 |
Right of use asset |  |  | 129 |
Other noncurrent assets |  |  | 56 |
Goodwill |  |  | 24,126 |
Intangible assets |  |  | 23,000 |
Accounts payable |  |  | (541 | )
Accrued expenses and other current liabilities |  |  | (1,768 | )
Contract liabilities |  |  | (1,936 | )
Deferred tax liabilities |  |  | (5,432 | )
Net assets acquired |  | $ | 43,039 |
Schedule of Intangible Assets Value on Purchase Price | Of the total purchase price, the following values were preliminarily assigned to intangible assets (in thousands, except for years):
|  | Gross Carrying Amount |  |  | Amortization Period
|  |  |  |  | (in years)
Customer relationships (1) |  | $ | 15,900 |  |  | 16
Developed technologies |  |  | 7,000 |  |  | 11
Other |  | $ | 100 |  |  | 1
(1) The acquired business is a SaaS commercial business. Backlog for this type of business is included as customer relationships.
Schedule of Supplemental Pro Forma Information | Supplemental information of unaudited pro forma operating results assuming the IPKeys acquisition had been consummated as of the beginning of fiscal year 2022 (in thousands) is as follows:
|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, 2023 |  |  | September 30, 2022 |  |  | September 30, 2023 |  |  | September 30, 2022 |
Pro forma Revenue |  | $ | 1,418,571 |  |  | $ | 1,137,381 |  |  | $ | 3,951,378 |  |  | $ | 3,101,246 |
Pro forma Net Income including noncontrolling interests |  |  | 60,187 |  |  |  | 42,907 |  |  | $ | 151,917 |  |  | $ | 87,427 |
Xator Corporation |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed on Purchase Price Allocation | 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 |  | $ | 8,935 |
Accounts receivable |  |  | 7,393 |
Contract assets |  |  | 24,332 |
Prepaid expenses and other current assets |  |  | 3,615 |
Property and equipment |  |  | 1,699 |
Right of use assets, operating leases |  |  | 7,517 |
Goodwill |  |  | 257,934 |
Investments in and advances to unconsolidated joint ventures |  |  | 698 |
Intangible assets |  |  | 123,500 |
Other noncurrent assets |  |  | 9,156 |
Accounts payable |  |  | (6,626 | )
Accrued expenses and other current liabilities |  |  | (31,309 | )
Contract liabilities |  |  | (2,631 | )
Short-term lease liabilities, operating leases |  |  | (2,371 | )
Long-term lease liabilities, operating leases |  |  | (5,146 | )
Other long-term liabilities |  |  | (9,156 | )
Net assets acquired |  | $ | 387,540 |
Schedule of Intangible Assets Value on Purchase Price | 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 |  | $ | 37,000 |  |  | 15
Backlog |  |  | 81,000 |  |  | 6
Trade name |  |  | 4,000 |  |  | 1
Developed technologies |  |  | 1,000 |  |  | 3
Non-compete agreements |  | $ | 500 |  |  | 3
Schedule of Supplemental Pro Forma Information | Supplemental information of unaudited pro forma operating results assuming the Xator acquisition had been consummated as of the beginning of fiscal year 2021 (in thousands) is as follows:
|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, 2023 |  |  | September 30, 2022 |  |  | September 30, 2023 |  |  | September 30, 2022 |
Pro forma Revenue |  | $ | 1,418,571 |  |  | $ | 1,134,370 |  |  | $ | 3,948,523 |  |  | $ | 3,199,336 |
Pro forma Net Income including noncontrolling interests |  |  | 60,374 |  |  |  | 43,970 |  |  |  | 154,275 |  |  |  | 102,859 |

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