Redwire Corporation (NYSE: RDW), a new leader in mission
critical space solutions and high reliability components for the
next generation space economy, today announced results for its
third quarter ended September 30, 2022.
Redwire will live stream a presentation with slides. Please use
the link below to follow along with the live stream:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=WsetITqF
Q3 2022 Highlights
- Revenue increased $4.6 million, or 14.0%, to $37.2 million for
the three months ended September 30, 2022, from $32.7 million for
the three months ended September 30, 2021.
- Redwire also delivered better financial performance for the
three months ended September 30, 2022, as compared to the three
months ended June 30, 2022. Revenues grew by 1.4%, gross margin as
a percentage of revenues improved by 2.3%, net loss decreased by
86.5% and Adjusted EBITDA1 improved by 63.7% period over
period.
- Redwire enabled successful execution of NASA’s Double Asteroid
Redirection Test (“DART”) mission with critical navigation
components and Roll-Out Solar Array (“ROSA”) technology.
- Redwire was recently selected for multiple "land and expand"
opportunities that are expected to increase growth momentum for
power systems and structures, LEO commercialization, avionics and
digital engineering. These new opportunities resulted in a
sequential increase in our Total Backlog2 to $304.0 million as of
September 30, 2022, as compared to $251.7 million as of June 30,
2022.
- During the fourth quarter of 2022, we completed a capital raise
for approximately $80.0 million through the sale of Series A
Convertible Preferred Stock, which was led by investments from Bain
Capital and AE Industrial Partners (“AEI”). Proceeds from the sale
of the Series A Convertible Preferred Stock were used to fund the
€32.0 million acquisition of QinetiQ Space NV (“Space NV”), which
closed on October 31, 2022, and the Company intends to use the
remaining proceeds to support Redwire’s growth initiatives.
- Redwire expects to achieve improved results during the fourth
quarter of 2022 compared to the third quarter, driven by increased
revenue and changes in contract mix with higher gross margin.
However, a slower contract ramp up has pushed revenue execution
into subsequent quarters. Therefore, for the fiscal year ended
December 31, 2022, Redwire is updating its previously provided
guidance and now expects revenues to be in a range of approximately
$140.0 million to $155.0 million and Pro Forma Adjusted EBITDA1 to
be approximately $(13.0) million to $(6.0) million. This guidance
does not include contributions anticipated from Space NV.
_________________________ 1 Pro Forma Adjusted EBITDA is not a
measure of results under generally accepted accounting principles
in the United States. We are unable to provide guidance for net
income (loss) or reconciliations to forward-looking net income
(loss) because we are unable to provide a meaningful or accurate
calculation or estimation of certain reconciling items without
unreasonable effort. This is due to the inherent difficulty in
forecasting and quantifying certain amounts that are necessary for
such reconciliation. Thus, we are unable to present a quantitative
reconciliation of the aforementioned forward-looking non-GAAP
financial measures to the most closely comparable forward-looking
U.S. GAAP financial measure because such information is not
available. See “Non-GAAP Financial Information” and the
reconciliation tables included in this press release for details
regarding the calculation of Adjusted EBITDA. 2 Total Backlog is a
key business measure. Redwire’s Total Backlog does not include
contracted backlog for Space NV. See “Key Performance Indicators”
and the tables included in this press release for additional
information.
“We increased the scope and scale of our space platform with
ground-breaking flight successes, third quarter revenue growth,
improved gross margins, and better operating leverage.” stated
Peter Cannito, Chairman and Chief Executive Officer of Redwire.
“Combined with the recent investments by Bain Capital and AEI, the
successful acquisition of Space NV and continued streamlining of
our business, we believe Redwire is well-positioned for profitable
growth in the long term.”
Additional Q3 2022 Financial
Highlights:
- Net loss and Pro Forma Adjusted EBITDA3 were $(10.4) million
and $(1.5) million, respectively, for the three months ended
September 30, 2022, compared to net loss and Pro Forma Adjusted
EBITDA3 of $(24.3) million and $(0.3) million, respectively, for
the three months ended September 30, 2021.
- Redwire’s Book-to-Bill4 ratio was 0.91 and 1.18 for the three
and nine months ended September 30, 2022, respectively, as compared
to 0.57 and 0.99 for the three and nine months ended September 30,
2021, respectively. This Book-to-Bill4 ratio does not include
anticipated contributions from Space NV.
- Net cash used in operating activities was $(11.2) million and
$(4.1) million for the three months ended September 30, 2022 and
June 30, 2022, respectively. Free Cash Flow3 (defined as net cash
provided by (used in) operating activities less capital
expenditures) of $(12.6) million compared to $(5.2) million for the
three months ended September 30, 2022 and June 30, 2022,
respectively.
- Total available liquidity was $17.0 million as of September 30,
2022. As a result of the financing and acquisition activities
described below, together with other changes in Redwire's cash and
cash equivalents, the Company’s total available liquidity is
estimated to increase by approximately $40.0-$42.0 million as of
November 7, 2022, net of transaction expenses, including
acquisition-related costs and post-closing adjustments related to
acquired cash, assumed debt and working capital adjustments.
“Our sequential quarterly financial performance improved with
better revenue, gross margins, and Adjusted EBITDA3, even though we
saw delays due to a slower contract ramp up,” said Jonathan Baliff,
Chief Financial Officer of Redwire. “These delays impacted expected
2022 financial performance; however, through higher gross margin
contract ramp up anticipated in the fourth quarter, the addition of
Space NV on October 31st, and improvement in operating leverage, we
anticipate sequential quarterly financial improvement in the fourth
quarter. The investment of approximately $80.0 million from Bain
Capital and AEI is a strong vote of confidence in Redwire’s future
financial performance and establishes a balance sheet well
positioned for the future.”
Acquisition Activity
On October 31, 2022, Redwire closed its previously announced €32
million acquisition of Space NV, a Belgium-based commercial space
business with product offerings including advanced payloads, small
satellite technology as well as berthing and docking equipment and
space instruments. Adding Space NV to Redwire’s array of product
offerings enhances the Company’s scale and innovation capabilities
and increases product offerings to European space customers,
including the European Space Agency (“ESA”) and the Belgian Science
Policy Office (“BELSPO”). The Company anticipates that the
acquisition will be accretive to Redwire’s Adjusted EBITDA3 and
Free Cash Flow3,. after giving effect to the financing activities
discussed below.
Capitalization and Liquidity
On November 1, 2022, the Company announced that Bain Capital and
AEI together invested $80.0 million in the form of equity-linked
securities to be used to finance the Space NV acquisition and
support Redwire’s growth initiatives. Following the investment,
Bain Capital and AEI holds, newly issued Series A Convertible
Preferred Stock of Redwire, with Bain Capital and AEI holding $50.0
million and $30.0 million, respectively. This investment has
significantly improved Redwire’s total available liquidity as of
the date of this press release. For additional information, please
refer to the Current Report on Form 8-K filed on November 1,
2022.
_________________________ 3 Pro Forma Adjusted EBITDA, Adjusted
EBITDA and Free Cash Flow 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 Pro forma Adjusted EBITDA, Adjusted EBITDA and Free
Cash Flow. We are unable to provide guidance for net income (loss)
or reconciliations to forward-looking net income (loss) because we
are unable to provide a meaningful or accurate calculation or
estimation of certain reconciling items without unreasonable
effort. This is due to the inherent difficulty in forecasting and
quantifying certain amounts that are necessary for such
reconciliation. Thus, we are unable to present a quantitative
reconciliation of the aforementioned forward-looking non-GAAP
financial measures to the most closely comparable forward-looking
U.S. GAAP financial measure because such information is not
available. 4 Book-to-bill is a key performance indicator. See “Key
Performance Indicators” and the tables included in this press
release for additional information.
Financial Results Investor
Call
Management will conduct a conference call starting at 9:00 a.m.
ET on Wednesday, November 9, 2022 to review financial results for
the third quarter ended September 30, 2022. This release and the
most recent investor slide presentation are available in the
investor relations area of our website at redwirespace.com.
Redwire will live stream a presentation with slides during the
call. Please use the following link to follow along with the live
stream:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=WsetITqF.
The dial-in number for the live call is 877-485-3108 (toll free) or
201-689-8264 (toll), and the conference ID is 13734297.
A telephone replay of the call will be available for two weeks
following the event by dialing 877-660-6853 (toll-free) or
201-612-7415 (toll) and entering the access code 13734297. The
accompanying investor presentation will be available on November 9,
2022 on the investor section of Redwire’s website at
ir.redwirespace.com.
Any replay, rebroadcast, transcript or other reproduction of
this conference call, other than the replay accessible by calling
the number and website above, has not been authorized by Redwire
Corporation and is strictly prohibited. Investors should be aware
that any unauthorized reproduction of this conference call may not
be an accurate reflection of its contents.
About Redwire
Corporation
Redwire Corporation (NYSE: RDW) is a leader in space
infrastructure for the next generation space economy, with valuable
intellectual property for solar power generation and in-space 3D
printing and manufacturing. With decades of flight heritage
combined with the agile and innovative culture of a commercial
space platform, Redwire is uniquely positioned to assist its
customers in solving the complex challenges of future space
missions. For more information, please visit
www.redwirespace.com.
Cautionary Statement Regarding
Forward-Looking Statements
Readers are cautioned that the statements contained in this
press release regarding expectations of our performance or other
matters that may affect our business, results of operations, or
financial condition are “forward looking statements” as defined by
the “safe harbor” provisions in the Private Securities Litigation
Reform Act of 1995. Such statements are made in reliance on the
safe harbor provisions of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. All
statements, other than statements of historical fact, included or
incorporated in this press release, including statements regarding
our strategy, financial position, guidance, funding for continued
operations, cash reserves, liquidity, projected costs, plans,
projects, awards and contracts, and objectives of management, are
forward looking statements. Words such as “expect,” “anticipate,”
“should,” “believe,” “hope,” “target,” “continued,” “project,”
“plan,” “goals,” “opportunity,” “appeal,” “estimate,” “potential,”
“predict,” “may,” “will,” “might,” “could,” “intend,” “shall,”
“possible,” “would,” “approximately,” “likely,” “schedule,” and
variations of these terms or the negative of these terms and
similar expressions are intended to identify these forward-looking
statements, but the absence of these words does not mean that a
statement is not forward looking. These forward-looking statements
are not guarantees of future performance, conditions or results.
Forward looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond our control.
These factors and circumstances include, but are not limited to:
(1) the company’s limited operating history; (2) the development
and continued refinement of many of the Company’s proprietary
technologies, products and service offerings; (3) the possibility
that the company’s assumptions relating to future results may prove
incorrect; (4) the inability to successfully integrate recently
completed and future acquisitions, including the recent acquisition
of QinetiQ Space NV; (5) the fact that the issuance and sale of
shares of our Series A Convertible Preferred Stock has reduced the
relative voting power of holders of our common stock and diluted
the ownership of holders of our capital stock; (6) AEI and Bain
Capital have significant influence over us, which could limit your
ability to influence the outcome of key transactions; (7)
provisions in our Certificate of Designation with respect to our
Series A Convertible Preferred Stock may delay or prevent our
acquisition by a third party, which could also reduce the market
price of our capital stock; (8) our Series A Convertible Preferred
Stock has rights, preferences and privileges that are not held by,
and are preferential to, the rights of holders of our other
outstanding capital stock; (9) there may be sales of a substantial
amount of our common stock by our current stockholders, and these
sales could cause the price of our common stock to fall; (10) the
impact of the issuance of the Series A Convertible Preferred Stock
on the price and market for our common stock; (11) the possibility
that the company may be adversely affected by other macroeconomic,
business, and/or competitive factors; (12) the impacts of COVID-19
on the company’s business; (13) unsatisfactory performance of our
products; (14) the emerging nature of the market for in-space
infrastructure services; (15) inability to realize benefits from
new offerings or the application of our technologies; (16) the
inability to convert orders in backlog into revenue; (17) data
breaches or incidents involving the company’s technology; (18) the
company’s dependence on senior management and other highly skilled
personnel; (19) incurrence of significant expenses and capital
expenditures to execute our business plan; (20) the ability to
recognize the anticipated benefits of the business combination with
Genesis Park Acquisition Corp., which may be affected by, among
other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; (21) costs related to the business combination with
Genesis Park Acquisition Corp.; (22) early termination, audits,
investigations, sanctions and penalties with respect to government
contracts; (23) inability to report our financial condition or
results of operations accurately or timely as a result of
identified material weaknesses; (24) inability to meet or maintain
stock exchange listing standards; (25) the need for substantial
additional funding to finance our operations, which may not be
available when we need it, on acceptable terms or at all; (26)
significant fluctuation of our operating results; (27) adverse
publicity stemming from any incident involving the Company or its
competitors; (28) changes in applicable laws or regulations; and
(29) other risks and uncertainties described in our most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and
those indicated from time to time in other documents filed or to be
filed with the SEC by the Company.
The forward-looking statements contained in this press release
are based on our current expectations and beliefs concerning future
developments and their potential effects on us. If underlying
assumptions to forward looking statements prove inaccurate, or if
known or unknown risks or uncertainties materialize, actual results
could vary materially from those anticipated, estimated, or
projected. The forward-looking statements contained in this press
release are made as of the date of this press release, and the
Company disclaims any intention or obligation, other than imposed
by law, to update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise.
Persons reading this press release are cautioned not to place undue
reliance on forward looking statements.
Non-GAAP Financial
Information
This press release contains financial measures that have not
been prepared in accordance with United States Generally Accepted
Accounting Principles (“U.S. GAAP”). These financial measures
include Adjusted EBITDA, Pro Forma Adjusted EBITDA and Free Cash
Flow.
We use Adjusted EBITDA and Pro Forma Adjusted EBITDA to evaluate
our operating performance, generate future operating plans, and
make strategic decisions, including those relating to operating
expenses and the allocation of internal resources. We use Free Cash
Flow as a useful indicator of liquidity to evaluate our
period-over-period operating cash generation that will be used to
service our debt, and can be used to invest in future growth
through new business development activities and/or acquisitions,
among other uses. Free Cash Flow does not represent the total
increase or decrease in our cash balance, and it should not be
inferred that the entire amount of Free Cash Flow is available for
discretionary expenditures, since we have mandatory debt service
requirements and other non-discretionary expenditures that are not
deducted from this measure. During the third quarter of 2022, the
Company revised the definition and calculation of Free Cash Flow
that was presented in the second quarter of 2022 in accordance with
the SEC’s Non-GAAP Financial Measures Compliance and Disclosure
Interpretation. Going forward, the Company will use the definition
and calculation of Free Cash Flow presented herein.
These Non-GAAP financial measures are used to supplement the
financial information presented on a U.S. GAAP basis and should not
be considered in isolation or as a substitute for the relevant U.S.
GAAP measures and should be read in conjunction with information
presented on a U.S. GAAP basis. Because not all companies use
identical calculations, our presentation of Non-GAAP measures may
not be comparable to other similarly titled measures of other
companies.
Adjusted EBITDA is defined as net income (loss) adjusted for
interest expense (income), net, income tax (benefit) expense,
depreciation and amortization, impairment expense, acquisition deal
costs, acquisition integration costs, acquisition earnout costs,
purchase accounting fair value adjustment related to deferred
revenue, severance costs, capital market and advisory fees,
litigation-related expenses, write-off of long-lived assets,
equity-based compensation, committed equity facility transaction
costs, debt financing costs, and warrant liability fair value
adjustments. Pro Forma Adjusted EBITDA is defined as Adjusted
EBITDA further adjusted for the incremental Adjusted EBITDA that
acquired businesses would have contributed for the periods
presented if such acquisitions had occurred on January 1 of the
year in which they occurred. Accordingly, historical financial
information for the businesses acquired includes pro forma
adjustments calculated in a manner consistent with the concepts of
Article 8 of Regulation S-X, which are ultimately added back in the
calculation of Adjusted EBITDA. As an emerging growth company that
has completed a significant number of acquisitions in 2020 and
2021, we believe Pro Forma Adjusted EBITDA provides meaningful
insights into the impact of strategic acquisitions as well as an
indicative run rate of the Company’s future operating performance.
Free Cash Flow is computed as net cash provided by (used in)
operating activities less capital expenditures.
REDWIRE CORPORATION
CONDENSED CONSOLIDATED BALANCE
SHEETS
(Unaudited)
(In thousands of U.S. dollars,
except share data)
September 30, 2022
December 31, 2021
Assets
Current assets:
Cash and cash equivalents
$
7,031
$
20,523
Accounts receivable, net
16,521
16,262
Contract assets
16,319
11,748
Inventory
2,029
688
Income tax receivable
688
688
Prepaid insurance
3,046
2,819
Prepaid expenses and other current
assets
3,725
2,488
Total current assets
49,359
55,216
Property, plant and equipment, net
6,697
19,384
Right-of-use assets
14,783
—
Intangible assets, net
56,207
90,842
Goodwill
56,710
96,314
Other non-current assets
616
—
Total assets
$
184,372
$
261,756
Liabilities and Equity
Current liabilities:
Accounts payable
$
17,595
$
13,131
Notes payable to sellers
1,000
1,000
Short-term debt, including current portion
of long-term debt
3,476
2,684
Short-term lease liabilities
3,484
—
Accrued expenses
18,909
17,118
Deferred revenue
17,373
15,734
Other current liabilities
1,786
1,571
Total current liabilities
63,623
51,238
Long-term debt
89,512
74,867
Long-term lease liabilities
11,379
—
Warrant liabilities
3,093
19,098
Deferred tax liabilities
1,637
8,601
Other non-current liabilities
325
730
Total liabilities
169,569
154,534
Shareholders’ Equity:
Preferred stock, $0.0001 par value,
100,000,000 shares authorized; none issued and outstanding as of
September 30, 2022 and December 31, 2021
—
—
Common stock, $0.0001 par value,
500,000,000 shares authorized; 63,852,690 and 62,690,869 issued and
outstanding as of September 30, 2022 and December 31, 2021,
respectively
6
6
Additional paid-in capital
196,012
183,024
Accumulated deficit
(180,655
)
(75,911
)
Accumulated other comprehensive income
(loss)
(560
)
103
Shareholders’ equity
14,803
107,222
Total liabilities and shareholders’
equity
$
184,372
$
261,756
REDWIRE CORPORATION
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands of U.S. dollars,
except share and per share data)
Three Months Ended
Nine Months Ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Revenues
$
37,249
$
32,680
$
106,844
$
96,526
Cost of sales
29,300
26,786
86,742
74,418
Gross margin
7,949
5,894
20,102
22,108
Operating expenses:
Selling, general and administrative
expenses
15,312
34,333
53,825
57,855
Contingent earnout expense
—
113
—
11,227
Transaction expenses
1,819
1,128
1,913
3,547
Impairment expense
—
—
80,462
—
Research and development
1,133
1,371
4,565
3,326
Operating income (loss)
(10,315
)
(31,051
)
(120,663
)
(53,847
)
Interest expense, net
2,401
1,740
5,523
4,931
Other (income) expense, net
(158
)
(2,957
)
(14,493
)
(2,980
)
Income (loss) before income
taxes
(12,558
)
(29,834
)
(111,693
)
(55,798
)
Income tax expense (benefit)
(2,135
)
(5,582
)
(6,949
)
(7,971
)
Net income (loss)
$
(10,423
)
$
(24,252
)
$
(104,744
)
$
(47,827
)
Net income (loss) per share, basic and
diluted
$
(0.16
)
$
(0.55
)
$
(1.66
)
$
(1.21
)
Weighted-average shares outstanding:
Basic and diluted
63,460,527
44,036,040
63,050,769
39,503,720
Comprehensive income (loss):
Net income (loss)
$
(10,423
)
$
(24,252
)
$
(104,744
)
$
(47,827
)
Foreign currency translation gain (loss),
net of tax
(177
)
(119
)
(663
)
(298
)
Total other comprehensive income (loss),
net of tax
(177
)
(119
)
(663
)
(298
)
Total comprehensive income
(loss)
$
(10,600
)
$
(24,371
)
$
(105,407
)
$
(48,125
)
REDWIRE CORPORATION KEY PERFORMANCE
INDICATORS (Unaudited)
Book-to-Bill
Book-to-bill is the ratio of total contract awarded to revenues
recorded in the same period. The contracts awarded balance includes
firm contract orders including time and material contracts which
were awarded during the period and does not include unexercised
contract options or potential orders under indefinite
delivery/indefinite quantity contracts. Although the contracts
awarded balance reflects firm contract orders, terminations,
amendments, or contract cancellations may occur which could result
in a reduction to the contracts awarded balance.
We view book-to-bill as an indicator of future revenue growth
potential. To drive future revenue growth, our goal is for the
level of contract awarded in a given period to exceed the revenue
recorded, thus yielding a book-to-bill ratio greater than 1.0.
Our book-to-bill ratio was as follows for the periods
presented:
Three Months Ended
Nine Months Ended
(in thousands, except ratio)
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Contracts awarded
$
34,042
$
18,650
$
126,032
$
95,621
Revenues
37,249
32,680
106,844
96,526
Book-to-bill ratio
0.91
0.57
1.18
0.99
Our book-to-bill ratio was 0.91 for the three months ended
September 30, 2022, as compared to 0.57 for the three months ended
September 30, 2021. For both the three months ended September 30,
2022 and September 30, 2021, none of the contracts awarded balance
relates to acquired contract value.
Our book-to-bill ratio was 1.18 for nine months ended September
30, 2022, as compared to 0.99 for nine months ended September 30,
2021. For the nine months ended September 30, 2022, none of the
contracts awarded balance relates to acquired contract value. For
the nine months ended September 30, 2021, $33.5 million of the
contracts awarded balance relates to acquired contract value from
the Oakman and DPSS acquisitions.
Backlog
We view growth in backlog as a key measure of our business
growth. Contracted backlog represents the estimated dollar value of
firm funded executed contracts for which work has not been
performed (also known as the remaining performance obligations on a
contract). Our contracted backlog includes $33.0 million and $10.7
million in remaining contract value from time and materials
contracts as of September 30, 2022 and as of December 31, 2021,
respectively.
Organic contracted backlog change excludes backlog activity from
acquisitions for the first four full quarters since the entities’
acquisition date. Contracted backlog activity for the first four
full quarters since the entities’ acquisition date is included in
acquisition-related contracted backlog change. After the completion
of four fiscal quarters, acquired entities are treated as organic
for current and comparable historical periods.
Organic contract value includes the remaining contract value as
of January 1 not yet recognized as revenue and additional orders
awarded during the period for those entities treated as organic.
Acquisition-related contract value includes remaining contract
value as of the acquisition date not yet recognized as revenue and
additional orders awarded during the period for entities not
treated as organic. Similarly, organic revenue includes revenue
earned during the period presented for those entities treated as
organic, while acquisition-related revenue includes the same for
all other entities, excluding any pre-acquisition revenue earned
during the period.
(in thousands)
September 30, 2022
December 31, 2021
Organic backlog as of January 1
$
133,115
$
122,273
Organic additions during the period
100,562
146,880
Organic revenue recognized during the
period
(101,761
)
(136,038
)
Organic backlog at end of period
131,916
133,115
Acquisition-related contract value
beginning of period
6,627
—
Acquisition-related additions during the
period
25,470
8,190
Acquisition-related revenue recognized
during the period
(5,083
)
(1,563
)
Acquisition-related backlog at end of
period
27,014
6,627
Contracted backlog at end of period
$
158,930
$
139,742
Our total backlog as of September 30, 2022, which includes both
contracted and uncontracted backlog, was $304.0 million.
Uncontracted backlog represents the anticipated contract value, or
portion thereof, of goods and services to be delivered under
existing contracts which have not been appropriated or otherwise
authorized. Our uncontracted backlog as of September 30, 2022 was
$145.1 million. Uncontracted backlog includes $35.6 million of
contract extensions under negotiation that are priced, fully
scoped, verbally awarded, and expected to be executed shortly.
REDWIRE CORPORATION Supplemental
Non-GAAP Information (Unaudited)
Adjusted EBITDA, Pro Forma Adjusted EBITDA, and Free Cash Flow
are not measures of results under generally accepted accounting
principles in the United States. The following table presents the
reconciliations of Adjusted EBITDA and Pro Forma Adjusted EBITDA to
net income (loss), computed in accordance with U.S. GAAP.
Three Months Ended
Nine Months Ended
(in thousands)
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Net income (loss)
$
(10,423
)
$
(24,252
)
$
(104,744
)
$
(47,827
)
Interest expense
2,402
1,740
5,523
4,933
Income tax expense (benefit)
(2,135
)
(5,582
)
(6,949
)
(7,971
)
Depreciation and amortization
1,776
2,606
8,836
7,508
Impairment expense
—
—
80,462
—
Acquisition deal costs (i)
1,819
1,274
1,913
3,693
Acquisition integration costs (i)
1,417
768
2,819
1,573
Acquisition earnout costs (ii)
—
113
—
11,227
Purchase accounting fair value adjustment
related to deferred revenue (ii)
40
81
106
248
Severance costs (iii)
5
—
468
—
Capital market and advisory fees (iv)
1,407
2,410
4,815
8,414
Litigation-related expenses (v)
256
—
2,824
—
Equity-based compensation (vi)
2,518
22,919
8,672
22,919
Committed equity facility transaction
costs (vii)
194
—
964
—
Debt financing costs (viii)
102
48
102
48
Warrant liability change in fair value
adjustment (ix)
(850
)
(2,938
)
(16,005
)
(2,938
)
Adjusted EBITDA
$
(1,472
)
$
(813
)
(10,194
)
1,827
Pro forma impact on Adjusted EBITDA
(x)
—
535
—
1,663
Pro Forma Adjusted EBITDA
$
(1,472
)
$
(278
)
$
(10,194
)
$
3,490
i.
Redwire incurred acquisition costs
including due diligence, integration costs and additional expenses
related to pre-acquisition activity.
ii.
Redwire incurred acquisition costs related
to the Roccor and MIS contingent earnout payments and purchase
accounting fair value adjustments to unwind iii. deferred revenue
for MIS and DPSS.
iii.
Redwire incurred severance costs related
to separation agreements entered into with former employees,
including, but not limited to, the Company’s former CFO.
iv.
Redwire incurred capital market and
advisory fees related to advisors assisting with preparation for
the Merger and transitional costs associated with becoming a public
company.
v.
Redwire incurred expenses related to the
Audit Committee investigation and securities litigation.
vi.
Redwire incurred expenses related to
equity-based compensation under Redwire’s equity-based compensation
plan.
vii.
Redwire incurred expenses related to the
committed equity facility with B. Riley, which includes
consideration paid to enter into the Purchase Agreement as well as
changes in the fair value of the associated derivative asset.
viii.
Redwire incurred expenses related to debt
financing agreements, including amendment related fees paid to
third parties that are expensed in accordance with ASC 470, Debt.
Amounts presented for the three and nine months ended September 30,
2021 were previously reported under capital market and advisory
fees.
ix.
Redwire adjusted the fair value of the
private warrant liability with changes in fair value recognized as
a gain or loss during the respective periods.
x.
Pro forma impact is computed in a manner
consistent with the concepts of Article 8 of Regulation S-X and
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, the pro forma impact
included the results of Techshot, while the nine months ended
September 30, 2021 included the results of Oakman, DPSS and
Techshot.
The following table presents the reconciliation of Free Cash
Flow to net cash provided by (used in) operating activities,
computed in accordance with U.S. GAAP.
Three Months Ended
Nine Months Ended
(in thousands)
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Net cash provided by (used in)
operating activities
$
(11,245
)
$
(14,242
)
$
(26,829
)
$
(34,325
)
Less: Capital expenditures
(1,359
)
(905
)
(3,432
)
(2,229
)
Free Cash Flow
$
(12,604
)
$
(15,147
)
$
(30,261
)
$
(36,554
)
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221108006239/en/
Investor Relations Contact:
investorrelations@redwirespace.com
Redwire (NYSE:RDW)
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Redwire (NYSE:RDW)
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부터 7월(7) 2023 으로 7월(7) 2024