Business Combinations |
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| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations |
Note C – Business Combinations
Edge Autonomy Acquisition
On June 13, 2025, the Company acquired 100% of the equity interests in Redwire Defense Tech Intermediate Holdings, LLC and its subsidiaries (f/k/a Edge Autonomy Intermediate Holdings, LLC) (“Edge Autonomy”), a leading provider of field-proven uncrewed airborne system technology (the “Edge Autonomy Acquisition”) from Edge Ultimate Holdings, LP, a Delaware limited partnership (“Ultimate Holdings”) for cash and the issuance of 49,764,847 shares of the Company’s common stock (“Equity Consideration”). Common stock was held back from the Equity Consideration to fund post-closing purchase price adjustments, if any, in the amount of $5.0 million, valued at a price per share of $15.07. The fair value of the assets acquired and liabilities assumed as of the acquisition date was $426.2 million and $124.4 million, respectively, for total purchase consideration, after certain adjustments, including the fair value of Equity Consideration, of $1,024.7 million, comprising of $160.0 million cash paid, $862.6 million fair value of common stock issued, and $2.2 million payable to Ultimate Holdings. The Company funded the cash consideration using cash on hand and proceeds from its indebtedness. Refer to Note H – Debt for additional information on the Company’s outstanding debt.
The acquisition was accounted for as a business combination, whereby the excess of the consideration paid over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill is not deductible. During the six months ended June 30, 2026, the Company recorded $1.7 million of measurement period adjustments to increase the payable to seller, which increased the balance of goodwill to $723.0 million. The amount of goodwill for Edge Autonomy as of June 30, 2026 and December 31, 2025, was $723.0 million and $721.3 million, respectively.
The results of operations of Edge Autonomy have been included in the Company’s consolidated results of operations since the date of acquisition, June 13, 2025 and are reported in our Defense Tech segment. The table below presents the revenues and net income (loss) of Edge Autonomy included in the condensed consolidated statements of operations and comprehensive income (loss) since the acquisition date, for the following periods:
Pro Forma Financial Data (Unaudited)
The table below presents the pro forma combined results of operations for the Company for the three and six months ended June 30, 2025, as though the acquisition of Edge Autonomy had been completed as of January 1, 2024.
The amounts included in the pro forma financial information are based on historical results and do not necessarily represent what would have occurred if the Edge Autonomy Acquisition had taken place as of January 1, 2024, nor do they represent results that may occur in the future. Accordingly, the pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the business combination occurred as of the date indicated or that may be achieved in the future.
The Company incurred nominal acquisition related costs for completed acquisitions during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company incurred acquisition related costs for completed acquisitions of $16.6 million and $20.4 million, respectively. These expenses are included in transaction expenses on the condensed consolidated statements of operations and comprehensive income (loss).
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