(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
|
|
Three Months
|
|
Nine Months
|
|
Period from
|
|
|
Period from
|
||||||||||
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. |
