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Acquisitions (Tables)

9 Months Ended

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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Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

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