Business Acquisitions (Tables)
|
3 Months Ended |
Aug. 01, 2026 |
|---|
| ESAero Acquisition |
|
| Summary of the provisional allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition |
The following table summarizes the preliminary allocation of the fair value of the acquisition consideration transferred to assets acquired and liabilities assumed as of the acquisition date. The allocation of the purchase price is preliminary and subject to change as the Company continues to evaluate the fair values of certain assets and liabilities acquired. Open items in the purchase price allocation include the valuation of assets acquired and liabilities assumed including, but not limited to customer relationships, backlog developed technology, non-compete agreements, and tradename intangibles; leases; details surrounding tax matters; and assumptions underlying certain existing or potential reserves, such as those for inventory and legal matters (in thousands): | | | | | | | March 16, | | | | 2026 | | Fair value of assets acquired: | | | | | Accounts receivable | | $ | 7,545 | | Unbilled receivables and retentions | | | 24,387 | | Inventories, net | | | 44 | | Prepaid expenses and other current assets | | | 2,715 | | Property and equipment | | | 1,606 | | Operating lease right-of-use assets | | | 10,923 | | Intangibles | | | 55,300 | | Goodwill | | | 110,386 | | Total identifiable assets | | $ | 212,906 | | | | | | | Fair value of liabilities assumed: | | | | | Accounts payable | | $ | 5,776 | | Wages and related accruals | | | 2,435 | | Customer advances | | | 702 | | Current operating lease liabilities | | | 1,964 | | Other current liabilities | | | 816 | | Non-current operating lease liabilities | | | 8,960 | | Income taxes payable (non-current) | | | 2,874 | | Deferred income taxes | | | 11,878 | | Total liabilities assumed | | | 35,405 | | Total identifiable net assets | | $ | 177,501 | |
|
| Summary of unaudited pro forma summary presents condensed consolidated information of the Company as if the business combination had occurred |
The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2024 (in thousands): | | | | | | Three Months Ended | | | August 2, | | | 2025 | Revenue | | $ | 477,343 | Net loss | | $ | (65,791) |
|
| BlueHalo |
|
| Summary of the provisional allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition |
The following table summarizes the preliminary allocation of the fair value of the merger consideration transferred to assets acquired and liabilities assumed as of the acquisition date (in thousands): | | | | | | May 1, | | | 2025 | Fair value of assets acquired: | | | | Accounts receivable, net of allowance for credit losses of $420 at May 1, 2025 | | $ | 79,665 | Unbilled receivables and retentions | | | 96,414 | Inventories, net | | | 87,794 | Income taxes receivable | | | 3,941 | Prepaid expenses and other current assets | | | 13,628 | Long-term investments | | | 151 | Property and equipment | | | 87,841 | Operating lease right-of-use assets | | | 70,879 | Intangibles | | | 1,029,800 | Goodwill | | | 2,367,428 | Other assets | | | 1,086 | Total identifiable assets | | $ | 3,838,627 | | | | | Fair value of liabilities assumed: | | | | Accounts payable | | | 56,930 | Wages and related accruals | | | 43,031 | Customer advances | | | 42,700 | Current operating lease liabilities | | | 6,707 | Other current liabilities | | | 11,971 | Non-current operating lease liabilities | | | 64,720 | Liability for uncertain tax positions | | | 436 | Deferred income taxes | | | 127,187 | Total liabilities assumed | | | 353,682 | Total identifiable net assets | | $ | 3,484,945 |
|
| Summary of unaudited pro forma summary presents condensed consolidated information of the Company as if the business combination had occurred |
The pro forma results are not necessarily indicative of the Company’s results of operations that would have been obtained had the acquisition of BlueHalo been completed for the period presented, or which may be realized in the future (in thousands): | | | | | | Three Months Ended | | | August 2, | | | 2025 | Revenue | | $ | 454,675 | Net loss | | $ | (36,110) |
|
| Summary of purchase consideration |
| | | (in thousands) | | Amount | Equity consideration transferred | $ | 2,640,365 | Settlement of BlueHalo’s transaction expenses | | 25,214 | Settlement of BlueHalo’s debt | | 863,207 | Merger consideration | $ | 3,528,786 | Less cash acquired | | (43,841) | Fair value of consideration transferred | $ | 3,484,945 |
|
| Summary of acquired finite lived intangible assets |
The following table summarizes the valuation of the fair value of intangible assets acquired (in thousands): | | | | | | Fair Value | Estimated Useful Life | | | | Years | Fair value of intangible assets acquired: | | | | Backlog | $ | 49,900 | 1-2 | Customer relationships | | 499,500 | 4-9 | Developed technology | | 480,400 | 4-10 | Intangible assets acquired | $ | 1,029,800 | |
|