| Schedules of Net Cash Received Upon Acquisition |
The tables below present the total cash received as reported in our consolidated statements of cash flows, the amount due from seller and the corresponding preliminary fair values assigned to the assets and liabilities acquired from LEEVAC which includes the effect of the working capital true-up and our updated valuation of machinery and equipment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2016 |
|
Adjustment from working capital true-up |
|
Valuation Adjustment |
|
Fair Value |
Assets: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
3,544 |
|
|
$ |
(1,882 |
) |
|
$ |
— |
|
|
$ |
1,662 |
|
|
Inventory |
|
4,938 |
|
|
724 |
|
|
— |
|
|
5,662 |
|
|
Prepaid expenses and other assets |
|
— |
|
|
57 |
|
|
— |
|
|
57 |
|
|
Machinery and equipment |
|
23,056 |
|
|
— |
|
|
2,118 |
|
|
25,174 |
|
|
Intangible assets (leasehold interests) |
|
2,123 |
|
|
— |
|
|
— |
|
|
2,123 |
|
Liabilities: |
|
|
|
|
|
|
|
— |
|
|
Accounts payable and accrued expenses |
|
6,003 |
|
|
2,514 |
|
|
— |
|
|
8,517 |
|
|
Deferred revenue and below market contracts |
|
29,246 |
|
|
— |
|
|
— |
|
|
29,246 |
|
Net cash received and due from seller upon the acquisition of LEEVAC |
|
$ |
1,588 |
|
|
$ |
3,615 |
|
|
$ |
(2,118 |
) |
|
$ |
3,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2016 |
|
Adjustment from working capital true-up |
|
Adjusted |
Consideration received upon acquisition of LEEVAC: |
|
|
|
|
|
|
|
Seller payment for prepaid contracts (1)
|
|
$ |
16,942 |
|
|
$ |
(2,118 |
) |
|
$ |
14,824 |
|
|
Surety payments related to assigned contracts (2)
|
|
7,125 |
|
|
— |
|
|
7,125 |
|
|
|
24,067 |
|
|
(2,118 |
) |
|
21,949 |
|
Less: |
|
|
|
|
|
|
|
Working capital assumed |
|
2,479 |
|
|
(3,615 |
) |
|
(1,136 |
) |
|
Due from seller |
|
— |
|
|
1,497 |
|
|
1,497 |
|
|
Net cash due to the Company at closing |
|
1,588 |
|
|
— |
|
|
1,588 |
|
|
|
|
4,067 |
|
|
(2,118 |
) |
|
1,949 |
|
Purchase price |
|
$ |
20,000 |
|
|
$ |
— |
|
|
$ |
20,000 |
|
__________
|
|
(1) |
Payment from sellers for customer payments received in advance of progress on contracts assigned to us concurrent with the closing of the LEEVAC transaction. |
|
|
(2) |
Payments from sureties in connection with the release of further obligations related to contracts assigned to us concurrent with the closing of the LEEVAC transaction. |
|
| Pro Forma Results of Operations Assuming LEEVAC Acquisition |
The table below presents our pro forma results of operations for the three and nine months ended September 30, 2015 assuming that we acquired substantially all of the assets and certain specified liabilities of LEEVAC on January 1, 2015 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2015 |
|
Pro forma adjustments |
|
|
|
|
|
Historical results |
|
LEEVAC |
|
Adj |
|
|
Pro forma results |
Revenue |
|
$ |
67,531 |
|
|
$ |
20,024 |
|
|
$ |
— |
|
|
|
$ |
87,555 |
|
Net income (loss) |
|
$ |
(12,137 |
) |
|
$ |
1,215 |
|
|
$ |
30 |
|
(1) |
|
$ |
(10,892 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2015 |
|
Pro forma adjustments |
|
|
|
|
|
Historical results |
|
LEEVAC |
|
Adj |
|
|
Pro forma results |
Revenue |
|
$ |
251,102 |
|
|
$ |
69,117 |
|
|
$ |
— |
|
|
|
$ |
320,219 |
|
Net income (loss) |
|
$ |
(10,697 |
) |
|
$ |
(5,359 |
) |
|
$ |
3,469 |
|
(1) |
|
$ |
(12,587 |
) |
______________
(1) Adjustments to historical results are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2015 |
|
Nine Months Ended September 30, 2015 |
Effect of purchase price depreciation |
|
$ |
266 |
|
|
$ |
803 |
|
Elimination of interest expense |
|
406 |
|
|
1,692 |
|
Income taxes |
|
(642 |
) |
|
974 |
|
|
|
$ |
30 |
|
|
$ |
3,469 |
|
|