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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2024

BlackSignal Technologies, LLC.

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		$	4,917
Accounts receivable			5,171
Contract assets			3,209
Income taxes receivable			234
Prepaid expenses and other current assets			433
Right of use assets, operating leases			3,032
Property and Equipment			997
Goodwill			139,394
Intangible assets			73,200
Other assets			145
Accounts payable			(951	)
Accrued expenses and other current liabilities			(4,793	)
Short-term lease liabilities, operating leases			(593	)
Deferred income taxes			(17,978	)
Long-term lease liabilities, operating leases			(2,651	)
Net assets acquired		$	203,766

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		$	33,000			14
Backlog			30,400			3
Developed technologies			4,900			5
Non-compete agreements			3,900			3
Other		$	1,000			1

Schedule of Supplemental Pro Forma Information

Supplemental information of unaudited pro forma operating results assuming the BlackSignal acquisition had been consummated as of the beginning of fiscal year 2023 (in thousands) is as follows:

		Three Months Ended								Nine Months Ended
		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Pro forma Revenue		$	1,816,364			$	1,427,661			$	5,048,235			$	3,975,624
Pro forma Net Income including noncontrolling interests			85,937				53,798				65,618				130,233

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		$	176,028
Fair value of contingent consideration to be achieved			3,231
Total purchase price		$	179,259

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		$	8,133
Accounts receivable			17,889
Contract assets			2,946
Prepaid expenses and other current assets			1,379
Property and equipment			2,025
Right of use assets, operating leases			1,836
Deferred tax assets			357
Goodwill			90,593
Intangible assets			75,000
Accounts payable			(15,987	)
Accrued expenses and other current liabilities			(2,408	)
Contract liabilities			(668	)
Short-term lease liabilities, operating leases			(418	)
Long-term lease liabilities, operating leases			(1,418	)
Net assets acquired		$	179,259

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		$	40,000			14
Backlog			26,000			3
Developed technologies			8,000			3
Other		$	1,000			1

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, 2023
Pro forma Revenue		$	1,450,376			$	4,030,873
Pro forma Net Income including noncontrolling interests			65,350				158,775

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 purchase price allocation as of the date of acquisition (in thousands):

		Amount
Cash and cash equivalents		$	126
Accounts receivable			3,937
Contract assets			834
Prepaid expenses and other current assets			455
Property and equipment			86
Right of use assets, operating leases			1,105
Other noncurrent assets			152
Goodwill			22,407
Intangible assets			23,000
Accounts payable			(541	)
Accrued expenses and other current liabilities			(1,768	)
Contract liabilities			(1,936	)
Short-term lease liabilities, operating leases			(343	)
Deferred tax liabilities			(3,713	)
Long-term lease liabilities, operating leases			(762	)
Net assets acquired		$	43,039

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 (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, 2023
Pro forma Revenue		$	1,418,571			$	3,951,378
Pro forma Net Income including noncontrolling interests			60,455				152,258

X

- Definition

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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