Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2024 |
| BCC Engineering, LLC |
|
| Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed on Purchase Price Allocation |
The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):
|
|
|
|
|
|
|
Amount |
|
Cash and cash equivalents |
|
$ |
2,839 |
|
Accounts receivable |
|
|
24,142 |
|
Contract assets |
|
|
16,649 |
|
Prepaid expenses and other current assets |
|
|
2,483 |
|
Right of use assets, operating leases |
|
|
9,438 |
|
Property and Equipment |
|
|
1,586 |
|
Other noncurrent assets |
|
|
1,743 |
|
Goodwill |
|
|
174,532 |
|
Intangible assets |
|
|
32,400 |
|
Accounts payable |
|
|
(8,668 |
) |
Accrued expenses and other current liabilities |
|
|
(7,236 |
) |
Contract liabilities |
|
|
(4,446 |
) |
Short-term lease liabilities, operating leases |
|
|
(1,977 |
) |
Deferred income taxes |
|
|
(2,203 |
) |
Long-term lease liabilities, operating leases |
|
|
(7,462 |
) |
Other long-term liabilities |
|
|
(1,155 |
) |
Net assets acquired |
|
$ |
232,665 |
|
|
| 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 |
|
$ |
6,500 |
|
|
4 |
Backlog |
|
|
23,400 |
|
|
4 |
Non-compete agreements |
|
|
1,700 |
|
|
3 |
Other |
|
$ |
800 |
|
|
1 |
|
| Schedule of Supplemental Pro Forma Information |
Supplemental information of unaudited pro forma operating results assuming the BCC acquisition had been consummated as of the beginning of fiscal year 2023 (in thousands) is as follows:
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Pro forma Revenue |
|
$ |
6,838,190 |
|
|
$ |
5,537,090 |
|
Pro forma Net Income including noncontrolling interests |
|
|
286,948 |
|
|
|
189,200 |
|
|
| BlackSignal Technologies, LLC. |
|
| Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed on Purchase Price Allocation |
The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):
|
|
|
|
|
|
|
Amount |
|
Cash and cash equivalents |
|
$ |
4,917 |
|
Accounts receivable |
|
|
5,171 |
|
Contract assets |
|
|
3,209 |
|
Prepaid expenses and other current assets |
|
|
447 |
|
Right of use assets, operating leases |
|
|
5,370 |
|
Property and Equipment |
|
|
997 |
|
Goodwill |
|
|
119,663 |
|
Intangible assets |
|
|
97,600 |
|
Other assets |
|
|
145 |
|
Accounts payable |
|
|
(951 |
) |
Accrued expenses and other current liabilities |
|
|
(4,999 |
) |
Short-term lease liabilities, operating leases |
|
|
(800 |
) |
Deferred income taxes |
|
|
(22,461 |
) |
Long-term lease liabilities, operating leases |
|
|
(4,570 |
) |
Net assets acquired |
|
$ |
203,738 |
|
|
| 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 |
|
$ |
73,900 |
|
|
14 |
Backlog |
|
|
11,700 |
|
|
3 |
Developed technologies |
|
|
5,200 |
|
|
5 |
Non-compete agreements |
|
|
6,100 |
|
|
3 |
Other |
|
$ |
700 |
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Pro forma Revenue |
|
$ |
6,782,552 |
|
|
$ |
5,481,036 |
|
Pro forma Net Income including noncontrolling interests |
|
|
283,900 |
|
|
|
185,954 |
|
|
| 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 preliminarily 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:
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Pro forma Revenue |
|
$ |
5,525,099 |
|
|
$ |
4,262,525 |
|
Pro forma Net Income including noncontrolling interests |
|
|
216,157 |
|
|
|
107,937 |
|
|
| 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:
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Pro forma Revenue |
|
$ |
5,445,604 |
|
|
$ |
4,207,967 |
|
Pro forma Net Income including noncontrolling interests |
|
|
209,773 |
|
|
|
123,257 |
|
|
| 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:
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Pro forma Revenue |
|
$ |
4,302,448 |
|
|
$ |
3,949,562 |
|
Pro forma Net Income including noncontrolling interests |
|
|
139,901 |
|
|
|
91,770 |
|
|