Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Undue reliance should not be placed on these ~~forward looking~~forward-looking statements. The ~~forward looking~~forward-looking statements contained in this Annual Report on Form 10-K are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. We do not undertake any obligation to update or revise any ~~forward looking~~forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Redwire’s primary business model is to provide mission critical solutions based on core space infrastructure offerings for government and commercial customers through long-duration projects. These core offerings include leading technologies and production capability for avionics and sensors; power generation; structure and mechanisms; radio frequency (“RF”) systems; platforms, payloads and missions; and microgravity payloads. A majority of our projects result in funded technology development and as a result, we benefit from continuous innovation aligned to our three primary focus areas as described below.

Our mission is to accelerate humanity’s expansion into space by delivering reliable, economical and sustainable infrastructure for future generations. ~~We offer~~With decades of proven flight heritage combined with innovative products and culture, Redwire is uniquely positioned to assist our customers in solving the complex challenges of future space missions and industries. Redwire has three primary areas of focus that form our business:

With our core space infrastructure offerings, Redwire is a leading innovator in space infrastructure, enabling space mission providers with the foundational building blocks and integrated solutions needed for complex space missions. Space infrastructure is critical to our terrestrial economy in areas, such as national security, telecommunications, navigation and timing, and Earth observation. Our core space infrastructure offerings include a broad array of ~~foundational~~modern products and services, ~~many of~~ which have been enabling space missions since the 1960s and have been flight-proven on over ~~160 satellite~~200 spaceflight missions, including ~~high-priority~~ missions ~~and constellations~~ such as the National Aeronautics and Space Administration’s (“NASA”) Artemis program, New Horizons and Perseverance, the Space Force’s GPS, ~~constellation,~~and the ~~International~~ European

Space ~~Station (ISS) and Mars Perseverance.~~Agency’s (“ESA”) Project for On-Board Autonomy (“PROBA”) programs. We are also a ~~leading~~ provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration ~~commercialization~~ and ~~security. One example~~commercialization.

Redwire’s broad portfolio of ~~this is~~core offerings, plus our ~~patented suite~~domestic and international reach, allows us to participate in national security, civil, and commercial space markets globally. With the increasing importance of ~~in-space manufacturing~~space for national security and robotic assembly technologies (referred to herein as on-orbit servicing, assembly and manufacturing, or “OSAM”), which is revolutionizing the approximately $23 billion satellite manufacturing market in the same way that reusable launch vehicles revolutionized the approximately $10 billion launch market, per Research and Markets and Allied Market Research, respectively. Other examples of our proprietary technologies include deployable structures, roll out solar array (ROSA) systems, human-rated camera systems and advanced payload adapters. Of particular note, our ROSA arrays are being installed on the ISS to efficiently augment its power generation capabilities as the ISS enters its next decade of operations. ROSA systems are experiencing significant market adoption, being utilized not only on the ISS but also launching on NASA’s Double Asteroid Redirect Test mission. Other ROSA systems are being developed or deliveredeconomic development, international spacefaring allies’ demand for the ~~OVZON-3 telecommunications satellite, the Power and Propulsion Element for the NASA Lunar Gateway, and other programs. Many Redwire~~ products and services ~~are experiencing similar adoption.~~

On September 2, 2021, the ~~previously announced merger~~Merger (the “Merger”) with Genesis Park Acquisition Corp. (“GPAC”) was consummated pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated March 25, 2021 by and among GPAC, Shepard Merger Sub Corporation (“Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of GPAC, Cosmos Intermediate, LLC and ~~AE Red Holdings, LLC.~~Redwire, LLC (“Holdings”).

Pursuant to the Merger Agreement, the parties completed a business combination transaction by which, (i) GPAC domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and the Companies Act of the Cayman Islands (the “Domestication”), (ii) Merger Sub merged with and into Cosmos, with Cosmos being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, Cosmos merged with and into GPAC, with GPAC being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” or the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). In this Annual Report on Form 10-K, we refer to the Domestication and the Transactions, collectively, as the “Merger”.

Upon the closing of the Merger, GPAC was renamed to Redwire Corporation. The Merger iswas accounted for as a reverse recapitalization in which GPAC is treated as the acquired company. A reverse recapitalization does not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of the Company in many respects. ~~The Company~~MIS (a wholly-owned subsidiary of Holdings) was deemed the accounting predecessor and the combined entity is the successor SEC registrant, ~~Redwire.~~Redwire Corporation.

From time to time, the Company will acquire or dispose of businesses and realign contracts, programs or businesses among and within our organization. These realignments are typically designed to leverage existing capabilities more fully and to enhance efficient development and delivery of ~~products and services.~~our core space infrastructure offerings. As of December 31, ~~2021,~~2023, the Company operated in one operating segment and one reportable segment: space infrastructure. Refer to Note B – Summary of Significant Accounting Policies of the accompanying notes to the consolidated financial statements for additional information regarding this conclusion.

~~Composite Booms:~~ ~~We develop cost-effective, furlable composite boom products~~These core space infrastructure offerings have broad utility to nearly all space markets and many space assets that ~~deploy antennas~~are being developed by national security space customers, civil space agencies and ~~instruments~~commercial companies globally. Our technology depth and customer base positions Redwire in multiple space markets which provides a strategic advantage by reducing the potential impact of disruptions stemming from small satellites. We develop very long lightweight composite booms for applications including solar sails, dipole antennas and deployable tethers. The efficient packaging scheme of our Triangular Rollable and Collapsible (“TRAC”) Boom enables our customers to deploy extremely large systems from very small volumes.any one market, customer or technology.

~~RF Antennas:~~ ~~We are a supplier~~Redwire’s strategy to accelerate growth includes bundled sales and increased levels of high strain composite (“HSC”) antennas that have much simpler mechanical designs than larger, conventional satellite antennas. HSC structural elements can provide deployment actuation, damping, deployed stiffness and integrated electrical / RF functionality in one multifunctional part, enabling a variety of antenna architectures and structural designs.

Redwire provides a comprehensive range of sensors, including star trackers and sun sensors, critical for accurate navigation and control of spacecraft. These sensors leverage advanced algorithms for precise mapping of star positions relative to spacecraft, an essential element in modern space navigation. We also provide ~~narrow and wide-field-of-view~~ camera systems, ~~in addition~~which are designed for various space applications, demonstrating our commitment to ~~camera~~innovation and quality. These systems, ~~that are rated for human~~capable of withstanding extreme space ~~flight, to our customers~~conditions, serve a wide range of clients across civil, national security, and commercial ~~space.~~space sectors. Redwire's involvement in significant manned and robotic space exploration initiatives underscores our role as a prominent industry player and contributor to advancements in the field.

Redwire, in partnership with Lockheed Martin, is providing the Orion Camera System for the Artemis program. As the “eyes” of Orion, the Orion Camera System enables advanced vehicle imaging capability for Orion and the Artemis program. We are also providing core equipment such as on-board computers for ESA’s Hera and Comet Interceptor projects. Hera will perform a detailed post-impact survey of the target asteroid, Dimorphos, now that NASA’s Double Asteroid Redirection Test (“DART”) mission has impacted the moonlet and the Comet Interceptor will be comprised of three spacecraft to perform simultaneous observations from multiple points around a comet, creating a 3D profile of a ‘dynamically new’ object that contains unprocessed material surviving from the dawn of the Solar System.

Redwire has completed over 5 successful power generation system deployments on flight missions in LEO, GEO, and deep space. These missions included our power generation hardware on the International Space Station (“ISS”), NASA’s Imaging X-ray Polarimetry Explorer (“IXPE”) mission, and NASA’s DART mission.

Redwire produces constellation dispenser systems that consist of payload adapting structures, the integrated structural systems that support multiple satellites of different sizes across multiple launch vehicle platforms, and separation systems that deploy or dispense satellites off the launch vehicle. Our payload interface solutions are tailored to launch vehicle/payload requirements to achieve optimal performance, and efficient allocation of mass to support on-orbit function rather than launch vehicle interfaces. We ~~believe~~also support missions by providing mechanical ground support equipment, assist with payload and launch vehicle integration, environmental testing and analysis services, and thermal control.

Redwire’s payload adapting structure solutions are based on heritage products that ~~our instrument booms~~have flown over multiple decades, and have delivered over 300 pieces of flight hardware over the last 7 years. Additionally, to overcome limitations of conventional spacecraft docking systems, Redwire has developed an International Berthing and Docking Mechanism (“IBDM”), which is a highly versatile, resilient, high performance, and low impact berthing and docking solution. The IBDM is fully computer-controlled and designed for use with both large mass and lightweight spacecraft. Our IBDM is fully aligned with the international docking system standard and can be used for autonomous docking of crewed vehicles, cargo vehicles station modules as well as resource transfer through automated umbilical mating.

~~Engineering, Support Services, Testing~~Redwire provides the P200 small satellite platform which is capable of supporting payloads up to 70 kg and ~~Operation Solutions~~

Redwire’s specific payload developments include full optical payloads such as the quantum communications payload providing secure optical communication from satellite to ground. Our payload developments also include spectrometers for ~~mechanism design~~radiative particles, such as the Energetic Particle Spectrometer (“EPT”) and the 3D Energetic Electron Spectrometer (3D optimized version of the EPT), as well as robotic payloads like robotic arms for on-orbit manufacturing, ~~power supply design~~assembly and ~~analysis, project planning~~servicing applications.

The microgravity environment enables certain products and ~~applications. We provide our engineering services at any stage~~materials to be created with properties superior to comparable products manufactured on Earth. These products and materials include the production of pharmaceutical seed crystals used for drug development processes as pharmaceutical companies look to deliver new, optimized treatments for patients on Earth. The Redwire Pharmaceutical In-space Laboratory – Bio-crystal Optimization eXperiment (“PIL-BOX”) payload offers pharmaceutical companies and researchers access to leverage the ~~design process~~microgravity environment to grow crystals of protein-based pharmaceuticals and other key molecules.

Redwire’s in-space biotechnology manufacturing includes the in-space bioprinting of biostructures and tissues. Redwire has successfully 3D printed a meniscus in space with its BioFabrication Facility (“BFF”) aboard the ISS. Other Redwire biotechnologies beneficial to regenerative medicine include the company’s Advanced Space Experiment Processor, which, along with the BFF, can manufacture small tissue samples in space called organoids, which are utilized by pharmaceutical companies to test the safety and efficacy of novel drug.

Redwire created a commercial manufacturing platform to operate in LEO, the Additive Manufacturing Facility (“AMF”). AMF was developed based on a desire for ~~our customers, whether it be final testing or initial project schematics. This service offering allows us~~on-demand local manufacturing and has already printed over 200 objects in space. Redwire is currently building an in-space 3D printer, FabLab, capable of manufacturing electronics and equipment of myriad materials, including aerospace-grade titanium. In support of NASA’s Artemis program, we are also engaged in lunar research related to ~~introduce customers~~communications and navigation solutions as well as in-situ resource utilization. These developments aim to ~~our capabilities and demonstrate our ability~~aid in establishing long-term infrastructure to ~~help optimize and enable~~sustain humans on the ~~success of their missions.~~moon.

Redwire preforms either directly or through large prime contractors for many U.S. national security agencies, including but not limited to, the U.S. Air Force, U.S. Space Force, Defense Advanced Research Projects Agency (“DARPA”) and the National Reconnaissance Office (“NRO”). An increasing number of these projects are focused on high volume delivery of products to meet the need for space asset proliferation. These relationships are characterized and maintained by mission success as measured by on-orbit performance and project delivery performance requirements and schedule.

Redwire performs either directly or through large prime contractors for many civil agencies, including but not limited to NASA, ESA and other ESA member nation agencies. As a result of these relationships, we participate in numerous large, high-profile contracts,

such as the Artemis program, where Redwire is contracted to provide the Solar Arrays for the Lunar Orbiting Power and Propulsion Element. When deployed, these solar arrays will be one of the largest ever built. Redwire has participated in ESA’s small satellite missions, such as PROBA-1 and PROBA-V. We have provided services and products supporting a number of other NASA and ESA missions, including solar arrays and navigation equipment for NASA’s recent DART mission, on-board computers for ESA’s Hera and Comet Interceptor missions, sun sensors and star trackers for exploration missions like NASA’s Perseverance, thermal control solutions for technology demonstrators, and camera systems for upcoming human spaceflight missions. There are currently eight active payload facilities built by Redwire on the ISS as of December 31, 2023.

We frequently “partner” or are involved in subcontracting and teaming relationships with companies that are, from time to time, competitors on other programs. We compete domestically and internationally against ~~(i)~~space systems components providers, including Moog Inc., Space Micro Inc., Rocket Lab USA, Inc. (a segment of Rocket Labs), and in some instances against large companies such as Northrup Grumman. As a result of our M&A strategy, the Company’s total accessible market has evolved over time and changed our competitive platform, which has historically included non-traditional aerospace and defense contractors ~~principally Blue Canyon Technologies, Inc. (a subsidiary of Raytheon Technologies), York Space Systems~~ and ~~Tyvak~~

In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with aerospace technology development activities for these competitors. This market environment may result in increased pressures on our pricing and other competitive factors.

We conduct research and development principally in the ~~United States~~U.S. and ~~Luxembourg.~~Belgium. Research and development expenses were ~~$4.5~~$5.0 million for the year ended December 31, ~~2021.~~2023.

The FCC ~~recently~~ enacted a new set of licensing guidelines for small satellites and related systems that may apply to future spacecraft. As a result, we may face a transition to the small satellite licensing guidelines. Additionally, the FCC is currently considering additional rules which could change the operational, technical and financial requirements for commercial space operators subject to U.S. jurisdiction. If these proposed rules become final, they could change system design and financial costs in order to comply with or secure new Redwire spectrum licensure.

As it relates to our international operations in Europe, the Company has foreign currency translation exposure between the euro and U.S. dollar as our results are expressed in U.S. dollars.

Additionally, future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term working capital needs, and create additional market and economic uncertainty. There can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy, including our ability to access existing debt under the terms of our Adams Street Credit Agreement, may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. The tightening of credit in financial markets inside and outside of the U.S. could adversely affect the ability of our customers and suppliers to obtain financing and could result in a decrease in or cancellation of orders for our products and services or impact the ability of our customers to make payments.

In addition to possible ~~stockholder~~shareholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions ~~and~~ to comply with ~~any~~ applicable laws and regulations, and a failure to obtain such approvals and licenses could result in delays in completing an acquisition and increased costs, and may disrupt our business strategy. Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, customers, vendors and suppliers require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities and potential exposure to ~~potential~~ unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

~~From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties.~~ We ~~may not be successful in identifying acquisition, partnership and joint venture candidates. In addition, we~~ may not be able to continue the operational success of ~~such~~the businesses we acquire or successfully finance or integrate ~~any~~such businesses ~~that we acquire~~ or the businesses with which we form a partnership or joint venture. WeIn addition, we may have potential write-offs of

acquired assets and/or an impairment of any goodwill recorded as a result of ~~acquisitions.~~such acquisitions or participations. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. Further, depending on market conditions, investor perceptions of the Company and other factors, we might not be able to obtain financing on acceptable terms, or at all, to implement any such transaction. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

We ~~expect our operating expenses~~believe that, in order to ~~increase over~~remain competitive in the ~~next several years as~~future, we ~~scale our operations, increase research and development efforts relating~~will need to continue to invest significant financial resources to develop new offerings and technologies or to adapt or modify our existing core offerings and ~~hire more employees.~~technologies, including through internal research and development, acquisitions and joint ventures or other teaming arrangements. These ~~efforts~~expenditures could divert our attention and resources from other projects, and we cannot be sure that these expenditures will ultimately lead to the timely development of new offerings and technologies or identification of and expansion into new markets. Due to the design complexity of our offerings, we may, ~~be more costly than we expect~~in the future, experience delays in completing the development and ~~may not~~introduction of new offerings. Any delays could result in increased ~~revenue~~costs of development or ~~growth~~deflect resources from other projects. In addition, there can be no assurance that the market for our core offerings will develop or continue to expand or that we will be successful in ~~our business.~~newly identified markets as we currently anticipate. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from maintaining or increasing profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations. Additionally, we cannot be sure that our competitors will not develop competing technologies that gain market acceptance in advance of our offerings.

We also rely on our customers to fund/co-fund development of new offerings and technologies. If our customers reduce their investments, that may impact our ability to bring new offerings and technologies to market and/or increase the investment that is necessary for the Company to make in order to remain competitive, either of which could have a material adverse effect on our business, results of operations and financial condition.

Additionally, the possibility exists that our competitors might develop new technology or offerings that might cause our existing technology and core offerings to become obsolete. If we fail in our new offering development efforts or our core offerings fail to achieve market acceptance more rapidly as compared to our competitors, our ability to procure new contracts could be negatively impacted, which could negatively impact our results of operations and financial condition.

We compete domestically and internationally against space systems components providers, including Moog Inc., Space Micro Inc., Rocket Lab USA, Inc. (a segment of Rocket Labs), and in some cases against large companies such as Northrup Grumman. We may also face competition in the future from emerging low-cost competitors in Europe, India, Russia and China. Competition in our guidance, navigation and control business is highly diverse, and while our competitors offer different products, there is often competition for contracts that are part of governmental budgets.

In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with aerospace technology development activities for these competitors. This market environment may result in increased pressures on our pricing and other competitive factors.

We believe our ability to compete successfully in designing, engineering and manufacturing our core offerings at significantly reduced cost to customers does and will depend on a number of factors, which may change in the future due to increased competition, our ability to meet our customers’ needs and the frequency and availability of our offerings. If we are unable to compete successfully, our business, financial condition and results of operations would be adversely affected.

Additionally, on December 17, 2021, the Company, our CEO, Peter Cannito, and, our then current, but now former CFO, William Read, were named as defendants in a putative class action complaint filed in the United States District Court for the Middle District of Florida. In the complaint, the plaintiff alleges that the Company and certain of its directors and officers made misleading statements and/or failed to disclose material facts about the Company’s business, operations, and prospects, allegedly in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and Section 20(a) of the ~~Securities~~ Exchange ~~Act of 1934.~~Act. As relief, the plaintiffs are seeking, among other things, compensatory damages. The defendants believe the allegations are without merit and intend to defend the suit vigorously. On August 16, 2022, the defendants moved to dismiss the complaint in its entirety, and such motion was denied by the Court on March 22, 2023. However, given the ~~early~~current stage of the proceedings, a reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time.

We endeavor to obtain insurance coverage from established insurance carriers to cover these risks and liabilities consistent with industry norms. However, the amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities. Existing coverage may be canceled while we remain exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and liabilities.

We have historically insured certain of our ~~products~~core offerings to the extent that insurance was available on acceptable premiums and other terms. The insurance proceeds received in connection with a partial or total loss of the functional capacity of certain of our ~~products~~core offerings would not be sufficient to cover the replacement cost, if we choose to do so, of such ~~products.~~offerings. In addition, this insurance will not protect us against all losses to our ~~products~~core offerings due to specified exclusions, deductibles and material change limitations and it may be difficult to insure against certain risks, including ~~on orbit~~on-orbit performance of an overall system or portion of such a system. In addition, problems and delays in development or delivery as a result of issues with respect to design, technology, licensing and patent

rights, labor, learning curve assumptions or materials and components could prevent us from achieving contractual requirements. In many circumstances, we may receive indemnification from the U.S. government. We generally do not receive indemnification from foreign governments.

The price and availability of insurance fluctuate significantly. Although we have historically been able to obtain insurance coverage, we cannot guarantee that we will be able to do so in the future. Any determination we make as to whether to obtain insurance coverage will depend on a variety of factors, including the availability of insurance in the market, the cost of available insurance and other factors. Insurance market conditions or factors outside our control at the time we are in the market for the required insurance, such as unrelated launch failures and on-orbit failures, could cause premiums to be significantly higher than current estimates and could reduce amounts of available coverage. The cost of our insurance has been increasing and may continue to increase. Higher premiums on insurance policies will reduce our operating income by the amount of such increased premiums. If the terms become less favorable than those currently available, there may be limits on the amount of coverage that we can obtain or we may not be able to obtain insurance at all.

In addition, any accident or incident for which we are liable, even if fully insured, could negatively affect our standing with our customers and the public, thereby making it more difficult for us to compete effectively, and could significantly impact the cost and availability of adequate insurance in the future. Any disruption of our ability to operate our business could result in a material decrease in our revenues or significant additional costs to replace, repair or insure our assets, which could have a material adverse impact on our financial condition and results of operations.

If we encounter difficulties in scaling our delivery or servicing capabilities, if we fail to develop and successfully commercialize our ~~products and services,~~core offerings, if we fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived to offer less mission assurance than those of our competitors, our business, financial condition and results of operations could be materially and adversely impacted.

Our core offerings are extremely complex and must operate successfully with complex products of our customers and their other vendors. Our core offerings may contain undetected errors when first introduced or as we introduce product upgrades. The pressures we face to be the first to market new products or functionality and the elapsed time before our core offerings are integrated into our customers’ systems increases the possibility that we will offer products in which we or our customers later discover problems. We have experienced new product and product upgrade errors in the past and may experience similar problems in the future. These problems may cause us to incur significant warranty costs, costs to support our service contracts, expenses not covered by insurance or indemnification from the customer and divert the attention of personnel from our product development efforts. Also, hostile third parties or nation states may try to install malicious code or devices into our core offerings. Undetected errors may adversely affect our core offerings ease of use and may create customer satisfaction issues. If we are unable to repair these problems in a timely manner, we may experience a loss of or delay in revenue and significant damage to our reputation and business prospects. Many of our customers rely upon our core offerings for mission-critical applications. Because of this reliance, errors, defects, or other performance problems in our core offerings could result in significant financial and other damage to our customers. Our customers could attempt to recover those losses by pursuing products liability claims against us which, even if unsuccessful, would likely be time-consuming and costly to defend and could adversely affect our reputation.

As a result, either we or the customer may terminate a contract as a result of process failures, undetected errors or a material uncured breach by the other. If we breach a contract or fail to perform in accordance with contractual service levels, delivery schedules, performance specifications, or other contractual requirements set forth therein, the other party thereto may terminate such contract for default, and we may be required to refund money previously paid to us by the customer or to pay penalties or other damages. Even if we have not breached, we may deal with various situations from time to time that may result in the amendment or termination of a contract. These steps can result in significant current period charges and/or reductions in current or future revenue, and/or delays in collection of outstanding receivables and costs incurred on the contract.

Such research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with which we have limited operating or development experience. They may involve claims and liabilities (including, but not limited to, personal injury claims), expenses, regulatory challenges and other risks that we may not be able to anticipate. There can be no assurance that consumer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. Further, any such research and development efforts could distract management from current operations, and would divert capital and other resources from our more established offerings and technologies. Even if we were to be successful in developing new products, services, offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that may increase our expenses or prevent us from successfully commercializing new products, services, offerings or technologies.

In addition, backlog is typically subject to large variations from quarter to quarter and comparisons of backlog from period to period are not necessarily indicative of future revenues. Furthermore, some contracts comprising the backlog are for services scheduled many years in the future, and the economic viability of customers with whom we have contracted is not guaranteed over time. As a result, the contracts comprising our backlog may not result in actual revenue in any particular period or at all, and the actual revenue from such contracts may differ from our backlog estimates. The timing of receipt of revenues, if any, on projects included in backlog could change because many factors affect the scheduling of missions and adjustments to contracts may also occur. The failure to realize some portion of our backlog could adversely affect our revenues and gross margins. Furthermore, the presentation of our financial results requires us to make estimates and assumptions that may affect revenue recognition and changes in estimates are likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates.

We are dependent on third-party launch vehicles to deliver our ~~systems, products and technologies~~core space infrastructure offerings into space. If the number of companies offering launch services or the number of launches does not grow in the future or there is a consolidation among companies who offer these services, this could result in a shortage of space on these launch vehicles, which may cause delays in our ability to meet our customers’ needs. Additionally, a shortage of space available on launch vehicles may cause prices to increase or cause delays in our ability to meet our customers’ needs. Either of these situations could have a material adverse effect on our results of operations and financial condition.

Further, in the event that a launch is delayed, our timing for recognition of revenue may be impacted depending on the length of the delay and the nature of the contract with the customers with payloads on such delayed flight.

Such a delay in recognizing revenue could materially impact our financial statements or result in negative impacts to our earnings during a specified time period, which could have a material effect on our results of operations and financial condition.

In addition, payments due to us from our customers may be delayed due to billing cycles or as a result of failures of government budgets to gain congressional and administration approval in a timely manner. The U.S. government’s fiscal year ends September 30. If a federal budget for the next federal fiscal year has not been approved by that date in each year, our customers may have to suspend engagements that we are working on until a budget has been approved. Any such suspensions may reduce our revenue in the fourth quarter of the federal fiscal year or the first quarter of the subsequent federal fiscal year. The U.S. government’s fiscal year end can also trigger increased purchase requests from customers for equipment and materials. Any increased purchase requests we receive as a result of the U.S. government’s fiscal year end would serve to increase our third or fourth quarter revenue, but will generally decrease profit margins for that quarter, as these activities generally are not as profitable as our typical offerings.

The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any guidance we may provide, or if any guidance we provide is below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.

Additionally, significant fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the debt, if any, under the Adams Street Credit Agreement.

If we are unable to protect sensitive information, including complying with evolving information security, data protection and privacy regulations, our customers or governmental authorities could investigate the adequacy of our threat mitigation and detection processes and procedures, and could bring actions against us for noncompliance with applicable laws and regulations. Moreover, depending on the severity of an incident, our customers’ data, our employees’ data, our intellectual property (including trade secrets and research, development and engineering know-how), and other third-party data (such as subcontractors, suppliers and vendors) could be compromised, which could adversely affect our business. Products and services provided to customers also carry cybersecurity risks, including risks that our products and services could be breached or fail to detect, prevent or combat attacks, the realization of which could result in losses to our customers and claims against us, and could harm our customer relationships and financial results.

Similar to many other companies, we experience attempts to gain unauthorized access to our systems and information on a regular basis, and a number of our employees work remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. Despite our security measures, including employee training, our information technology and infrastructure are vulnerable to cyber-attacks, malicious intrusions, breakdowns, destruction, loss of data privacy, breaches due to employee error, malfeasance or other disruptions. Given the persistence, sophistication, volume and novelty of threats we face, we may not be successful in preventing or mitigating an attack that could have a material adverse effect on us and the costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. The nature of the national security aspects of our business and much of the data we protect increases and creates different risks relative to other industries. National security considerations may also limit the extent to which we may be able to publicly disclose a cybersecurity incident.

Our customers, suppliers, subcontractors and joint venture partners face similar security threats and an incident at one of these entities could adversely impact our business. These entities are typically outside our control and may have access to our information with varying levels of security and cybersecurity resources, expertise, safeguards and capabilities. Their relationships with government contractors, including us, may increase the risk that they are targeted by the same threats we face, and such entities may not be adequately prepared to detect, mitigate and respond to such threats. Adversaries actively seek to exploit security and cybersecurity weaknesses in our supply chain. Breaches in our multi-tiered supply chain, which is comprised of thousands of direct and indirect suppliers, has and could in the future compromise our data and adversely affect customer deliverables. We also must rely on our supply chain for adequately detecting and reporting cyber incidents, which could affect our ability to report or respond to cybersecurity incidents effectively or in a timely manner.

We use proprietary software which we have developed in our core space infrastructure offerings, which we seek to continually update and improve. This software supports spacecraft and constellation developers in the design, development, deployment, management, maintenance and cyber protection of their space assets. Replacing such systems is often time-consuming and expensive and can also be intrusive to daily business operations. Further, we may not always be successful in executing these upgrades and improvements, which may occasionally result in a failure of our systems. We may experience periodic system interruptions from time to time. Any slowdown or failure of our underlying technology infrastructure could harm our business, reputation and ability to execute on our business plan, which could materially and adversely affect our results of operations. Our disaster recovery plan or those of our third-

party providers may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur.

Competition for qualified highly-skilled personnel can be strong, and we can provide no assurance that we will be successful in attracting or retaining such personnel now or in the future. Any inability to recruit, develop and retain qualified employees may result in high employee turnover and may force us to pay significantly higher wages, which may harm our profitability or could result in difficulties performing under our contracts if our needs for such employees were unmet. Additionally, we do not carry key man insurance for any of our management executives, and the loss of any key employee or our inability to recruit, develop and retain these individuals as needed, could have a material adverse effect on our business, financial condition and results of operations.

Changes in laws, regulations, political leadership and environment, and/or security risks may dramatically affect our ability to conduct or continue to conduct business in international markets, including sales to customers and purchases from suppliers outside the United States. We may also be impacted by shifts in U.S. and foreign national policies and priorities, political decisions and geopolitical relationships. Any changes to these policies could impact our operations and/or export authorizations, or delay purchasing decisions or payments and the provision of supplies, goods and services including, without limitation, in connection with any government programs.

We have taken actions to mitigate the risk related to our defined benefit pension plans through pension risk transfer transactions whereby we subscribe to group insurance policies, which are funded by employee and employer premiums determined at the beginning of each plan year. Although under the majority of these group insurance policies we are relieved of all responsibility for the associated pension obligations, we ultimately remain responsible for paying benefits under the plans as we are subject to the risk that the insurance company will default on its obligations in future periods. While we believe pension risk transfer transactions are beneficial, there can be no assurance that these transactions will be effective over the long-term. As a result, future fluctuations in our pension obligations could have a material adverse impact on our financial condition, operating results and cash flows.

Certain of our facilities maintain a facility security clearance and many of our employees maintain a personal security clearance in order to access sensitive information necessary to the performance of our work on certain U.S. ~~Government~~government contracts and subcontracts. Failure to comply with the NISPOM or other security requirements may subject us to civil or criminal penalties, loss of access to sensitive information, loss of a U.S. ~~Government~~government contract or subcontract, or potentially debarment as a government contractor. Therefore, any failure to comply with U.S. ~~Government~~government security protocols could adversely affect our ability to operate.

If we were to violate the terms and requirements of the NISPOM, or any other applicable U.S. government industrial security regulations (which may apply to us under the terms of classified contracts), we could lose our security clearance. Even if we implement centralized compliance policies, we cannot be certain that we will be able to maintain our security clearance if a breach or violation occurs. If for some reason our security clearance is invalidated or terminated, we may not be able to continue to perform on

classified contracts and would not be able to enter into new classified contracts, which could materially adversely affect our business, financial condition, and results of operations.

In addition, we may in the future experience delays in manufacturing or operation as we go through the requalification process with any replacement third-party supplier, as well as the limitations imposed by the ~~International Traffic in Arms Regulations (“ITAR”),~~ITAR, the ~~Export Administration Regulations (“EAR”),~~EAR, or other restrictions on transfer of sensitive technologies. Moreover, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate

Our contracts with the U.S. government are conditioned upon the continuing availability of Congressional appropriations. Congress usually appropriates funds on a fiscal year (“FY”) basis even though contract performance may extend over many years. Consequently, contracts are often partially funded initially, and ~~consequently having to shut down~~additional funds are committed only as Congress makes further appropriations over time. To the extent we incur costs in excess of funds obligated on a contract or ~~operate on funding levels equivalent to its prior fiscal year pursuant to~~in advance of a ~~“continuing resolution,”~~contract award or contract definitization, we are at risk of not being reimbursed for those costs unless and until additional funds are obligated under the contract or the contract is successfully awarded, definitized and funded, which could ~~have an adverse impact on~~adversely affect our ~~business, financial condition,~~ results of operations, financial condition and cash flows.

Failure to fund or the ~~defense spending priorities~~termination of significant programs or contracts by the U.S. government ~~what challenges budget reductions will present for the defense industry~~could adversely affect our business and ~~whether annual appropriations bills for all agencies will be enacted for~~financial performance. Changes in U.S. government fiscal 2022 and thereafter due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy orfunding priorities and resultant funding. The U.S. government’s budget deficit and the national debt could have an adverse impact on our business, financial condition, results of operations and cash flows in a number of ways, including the following:

In addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. government’s convenience upon payment only for work done and commitments made at the time of termination. For some contracts, we are a subcontractor and not the prime contractor, and in those arrangements, the U.S. ~~Government~~government could terminate the prime contractor for convenience without regard for our performance as a subcontractor. We can give no assurance that one or more of our U.S. government contracts will not be terminated under those circumstances. Also, we can give no assurance that we would be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of our U.S. government contracts. Because a significant portion of our revenue is dependent on our performance and payment under our U.S. government contracts, the loss of one or more large contracts could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our U.S. government business also is subject to specific procurement regulations and a variety of socioeconomic and other requirements. These requirements, although customary in U.S. government contracts, increase our performance and compliance costs. These costs might increase in the future, thereby reducing our margins, which could have an adverse effect on our business, financial condition, results of operations and cash flows. In addition, the U.S. government has and may continue to implement initiatives focused on efficiencies, affordability and cost growth and other changes to its procurement practices. These initiatives and changes to procurement practices may change the way U.S. government contracts are solicited, negotiated and managed, which may affect whether and how we pursue opportunities to provide our products and services to the U.S. government, including the terms and conditions under which we do so, which may have an adverse impact on our business, financial condition, results of operations and cash flows. For example, contracts awarded under the DoD’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S. government contracting practices and terms, such as the Federal Acquisition Regulation (“FAR”) and Cost Accounting Standards.

Failure to comply with applicable regulations and requirements could lead to fines, penalties, repayments, or compensatory or treble damages, or suspension or debarment from U.S. government contracting or subcontracting for a period of time. Among the causes for debarment are violations of various laws and regulations, including those related to procurement integrity, export control (including ITAR), U.S. government security, employment practices, protection of the environment, accuracy of records, proper recording of costs and foreign corruption. The termination of a U.S. government contract or relationship as a result of any of these acts would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for future U.S. government contracts.

Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of our space-focused business. The authorization requirement includes the need to get permission to release controlled technology to foreign person employees and other foreign persons. In order to comply with these requirements, we must develop and implement centralized sanctions and export control policies

The inability to secure and maintain necessary licenses and other authorizations could negatively impact our ability to compete successfully or to operate our spaceflight business as planned. Any changes in sanctions and export control regulations or U.S. government licensing policy, such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations. Given the significant discretion the government has in issuing, denying or conditioning such authorizations to advance U.S. national security and foreign policy interests, there can be no assurance we will be successful in our current and future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals. In addition, changes in U.S. foreign trade control laws and regulations, U.S. foreign policy, or reclassifications of our products or technologies, may restrict our future operations.

Failure to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. For example, commercial space launches and the operation of any space transport system in the ~~United States~~U.S. require licenses and permits from the ~~Federal Communications Commission (the “FCC”)~~FCC and review by other agencies of the U.S. government, including the DoD and NASA. License approval can include an interagency review of safety, operational, national security, and foreign policy and international obligations implications, as well as a review of foreign ownership.

Additionally, regulation of our industry is still evolving, and new or different laws or regulations could affect our operations, increase direct compliance costs for us or cause any third-party suppliers or contractors to raise the prices they charge us because of increased compliance costs. For example, the FCC has an open notice of proposed rulemaking relating to mitigation of orbital debris, which could affect us and our operations. Application of these laws to our business may negatively impact our performance in various ways, limiting the collaborations we may pursue, further regulating the export and re-export of our products, services, and technology from the ~~United States~~U.S. and abroad, and increasing our costs and the time necessary to obtain required authorization. The adoption of a multi-layered regulatory approach to any one of the laws or regulations to which we are or may become subject, particularly where the layers are in conflict, could require alteration of our manufacturing processes or operational parameters which may adversely impact our business. We may not be in complete compliance with all such requirements at all times and, even when we believe we are in complete compliance, a regulatory agency may determine that we are not.

We are also subject to non-U.S. privacy rules and regulations, such as the ~~E.U.’s GDPR,~~EU’s General Data Protection Regulation (“GDPR”), the European e-Privacy Regulation and national laws supplementing GDPR, the Data Protection Act of 2018 (“DPA 18”) in the United Kingdom, and the ~~E.U.~~EU Privacy and Electronic Communications Regulation. GDPR and DPA 18 require companies to meet stringent requirements regarding the processing of personal data of individuals located in the European Economic Area (“EEA”). GDPR and DPA 18 also include significant penalties for noncompliance, which may result in monetary penalties of up to the higher of €20.0 million or 4% of a group’s worldwide revenue for the preceding financial year for the most serious violations. The GDPR, DPA 18, and other similar regulations require companies to give specific types of notice and informed consent is required for certain actions, and the GDPR also imposes additional conditions in order to satisfy such consent, such as bundled consents.

We cannot ~~yet~~ determine the impact any future laws, regulations and standards may have on our business. Complying with these evolving obligations is costly. Expanding definitions and interpretations of what constitutes “personal data” (or the equivalent) within the ~~United States,~~U.S., the EEA and elsewhere may increase our compliance costs and legal liability.

In addition, a significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations or other principles or orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings, litigation, or enforcement actions against us by governmental entities. This may result in penalties, liabilities or loss, increased compliance or operational costs, or otherwise require us to change our operations and/or cease using certain data sets. Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement or payment companies about the incident and may need to provide some form of remedy for the individuals affected by the incident.

We may have to pay governmental entities or third parties for property damage and for investigation and remediation costs that they incurred in connection with any contamination at our current and former facilities without regard to whether we knew of or caused the presence of the contaminants. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of waste directly attributable to us. Even if more than one person may have been responsible for the contamination, each person covered by these environmental laws may be held responsible for all of the clean-up costs incurred. Environmental liabilities could arise and have a material adverse effect on our financial condition and performance. We do not believe, however, that pending environmental regulatory developments in this area will have a material effect on our capital expenditures or otherwise materially adversely affect its operations, operating costs, or competitive position.

We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. The Company’s competitors may also design around the Company’s issued patents, which may adversely affect the Company’s business, prospects, financial condition and operating results. In addition, althoughAlthough we enter into ~~nondisclosure~~confidentiality and invention assignment agreements with our employees and consultants, and enter into ~~non-disclosure~~confidentiality agreements with ~~consultants and other~~the parties with whom we have strategic relationships and business ~~alliances and enter into intellectual property assignment agreements with our consultants and vendors,~~relationships, no assurance can be given that these agreements will be effective in controlling access to and distribution of our ~~technology and~~ proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our ~~products.~~technologies.

~~Our success depends in part upon successful prosecution, maintenance, enforcement and protection of our owned intellectual property.~~ To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these ~~rights.~~rights, and we may or may not be able to detect infringement by third parties. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could ~~disrupt~~delay future sales and introductions of new capabilities, result in our substituting inferior or more costly technologies into our business, ~~as well as have a material adverse effect on~~or injure our financial condition and results of operations. The results of intellectual property litigation are difficult to predict and may require us to stop using certain technologies or offering certain services or may result in significant damage awards or settlement costs. There is no guarantee that any action to defend, maintain or enforce our owned or licensed intellectual property rights will be successful, and an adverse result in any such proceeding could have a material adverse impact on our business, financial condition, operating results and prospects.

Adjusted EBITDA ~~and Pro Forma Adjusted EBITDA are two such Non-GAAP financial measures that we use. Adjusted EBITDA~~ is defined as net income (loss) adjusted for interest expense, ~~(income),~~ net, income tax expense (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 ~~equity-based compensation.~~warrant liability change in fair value adjustments. Pro Forma Adjusted EBITDA is ~~computed to give effect to~~defined as Adjusted EBITDA further adjusted for the ~~business combinations as~~incremental Adjusted EBITDA that acquired businesses would have contributed for the periods presented if ~~they~~such acquisitions had occurred on January 1 of the year in which they ~~were acquired.~~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. From March 2020 through December 31, 2023, the Company has completed nine acquisitions, and as such, 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.

Our book-to-bill ratio was ~~as follows~~1.23 for the ~~periods presented:~~

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~~Organic revenue includes revenue earned during the period presented for those entities treated as organic, while

Although contracted backlog reflects business associated with contracts that are considered to be firm, terminations, amendments or contract cancellations may occur, which could result in a reduction in our total backlog. In addition, some of our multi-year contracts are subject to annual funding. Management fully expects all amounts reflected in contracted backlog to ultimately be fully funded. Contracted backlog ~~related to contracts~~ from ~~MIS~~foreign operations in Luxembourg ~~of $5.3~~and Belgium was $106.0 million and $129.9 million as of December 31, ~~2021~~2023 and ~~$8.6 million as of~~ December 31, ~~2020 is~~2022, respectively. These amounts are subject to foreign exchange rate ~~conversions~~translations from euros to U.S. dollars that could cause the remaining backlog balance to fluctuate with the foreign exchange rate at the time of measurement.

Our ability to fund our cash needs is dependent upon the successful execution of our business strategy and future operating results. Our future operating results are subject to, among others, general economic conditions, including as a result of ~~the COVID-19 pandemic,~~heightened inflation, rising interest rates and supply chain pressures, competitive dynamics in our target markets as well as legislative and regulatory factors that may be outside of our control. As part of our business and debt management strategy, we continuously evaluate opportunities to further strengthen our financial and liquidity position, including the issuance of additional equity or debt securities, refinance or otherwise restructure our existing credit facilities, or enter into new financing arrangements. In addition, the Company has identified a plan to execute certain cost reduction actions including, among others, integration-related workforce rationalizations, real estate synergies, business unit optimization initiatives, and cost savings associated with certain Corporate level employment costs. There can be no ~~assurances~~assurance that any of

these actions will be sufficient to allow us to service our debt obligations, meet our debt covenants, or that such actions will not result in an adverse impact on our business. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all.

As of December 31, 2021, our available liquidity totaled $25.5 million, which was comprised of $20.5 million in cash and cash equivalents, and $5.0 million in available borrowings from our existing credit facilities. As further disclosed below, on March 25, 2022, our existing credit facilities were amended to, among other things, increase commitments under the revolving credit facility to $25.0 million. We believe ~~that~~ our existing sources of liquidity will be sufficient to meet our working capital needs and comply with our debt covenants for at least the next twelve months from the date on which our consolidated financial statements were issued. However, the Company’s current liquidity may not be sufficient to meet the required long-term liquidity needs associated with continued use of cash from operating activities at historical levels, in addition to its other liquidity needs associated with its capital expenditures, debt payments, and other investing and financing requirements.

Net proceeds under the ~~Adams Street Credit~~Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its common stock to B. Riley. The Company intends to use the net proceeds from this Purchase Agreement to further support its growth strategy through initiatives such as accretive acquisitions and internal investments, to bolster working capital and/or for general corporate purposes.

During the year ended December 31, 2023, the Company sold a total of 497,392 shares of the Company’s common stock for net proceeds of $1.2 million pursuant to the Purchase Agreement. As of December 31, ~~2021, we were in compliance with our debt covenants~~2023, the Company had 7,592,939 registered shares available for purchase under the ~~Adams Street Credit Agreement.~~committed equity facility.

The Company is obligated under certain operating leases for its facilities and office equipment. Certain facility leases contain predetermined fixed escalation of minimum rents at rates ranging from 1.96% to 4.00% per annum and renewal options that could extend certain leases up to an additional nine years; the office equipment lease contains a renewal option that could extend the lease to consecutive 60-day terms and a purchase option. As of December 31, ~~2021,~~2023, the ~~future annual minimum~~Company entered into an economic development agreement to serve as the anchor tenant at the Novaparke Innovation & Technology Campus in Floyd County, Indiana. In accordance with the agreement, the Company has committed to enter into a lease ~~payments~~ for ~~operating leases for~~a 30,000 square foot property upon completion of construction. Construction is not anticipated to be complete until fiscal year 2025, at which time the ~~year 2022 was estimated at $4.3 million with estimated aggregate minimum~~Company will enter into the associated lease ~~payments~~agreement.

Our goodwill and indefinite-lived intangible assets are allocated to and tested for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment. The Company has four reporting units, Mission Solutions, Space Components, Engineering Services, and Redwire Europe, which were determined based on similar economic characteristics, financial metrics and product and servicing offerings. We may use both qualitative and quantitative approaches when testing goodwill and indefinite-lived intangible assets for impairment. In circumstances where a qualitative analysis indicates that the fair value of a reporting unit does not exceed its carrying value, a quantitative analysis is performed using an income approach.

When performing a quantitative analysis, the fair value of the Company’s reporting units are generally determined using a combination of an income approach based on a discounted cash flow (“DCF”) model as well as a market approach based on guideline public company revenues and earnings before interest, tax, depreciation and amortization multiples. Determining the fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and relevant transaction multiples. The cash flows employed in the DCF analysis are based on the Company best estimate of future revenues, gross margins, operating expenses, and cash flows with consideration for other factors, such as general market conditions, U.S. and foreign government budgets, existing contracted and uncontracted backlog, subcontractor agreements, changes in working capital, long-term business plans and historical operating performance. These estimates and judgments are based upon information available at the time and have been deemed reasonable by management as of the measurement date. The discount rates utilized in the DCF model are based on the respective reporting unit’s weighted average cost of capital (“WACC”), which takes into account the relative weights of debt and equity components within the Company’s existing capital structure and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the respective reporting unit. Actual results could differ from these assumptions.

During 2023, the Company performed its annual impairment tests for each of our reporting units and concluded there were no indicators that the fair value was more likely than not below carrying value. Therefore, no quantitative assessment was performed and no goodwill impairment was recognized during 2023. During 2022, the Company performed interim and annual impairment tests on its intangible assets, including goodwill, which resulted in impairment recognized during 2022. Please refer to Note T – Impairment Expense of the accompanying notes to the consolidated financial statements for additional information.

Finite-lived intangible assets and long-lived assets are amortized to expense over their estimated useful life on a straight-line basis or over the period the economic benefits of the intangible asset are consumed. The Company evaluates its intangible and long-lived

assets for impairment when events or changes in circumstances indicate that the carrying value of an asset or asset group may be impaired. If events or changes in circumstances indicate that the carrying value of an asset or asset group may be impaired, the sum of the undiscounted expected future cash flows of the asset or asset group are compared to the asset or asset group’s carrying value. If the asset or asset group’s carrying value exceed the sum of undiscounted cash flows, the Company records an impairment loss equal to the excess of carrying amount over the estimated fair value of the asset or asset group.

During 2023, the Company identified no triggering events and therefore, no impairment assessment was performed on its intangible and long-lived assets. During 2022, the Company identified triggering events and performed impairment tests on its long-lived assets, including right-of-use assets. Please refer to Note T – Impairment Expense of the accompanying notes to the consolidated financial statements for additional information.

It is the Company’s policy to cover 100% of all benefit obligations associated with supplementary pensions, bonus pensions, and other post-retirement benefits (i.e., death and disability) through group insurance policies. Pursuant to the group insurance policies, the insurance entities unconditionally undertakes a legal obligation to provide specified benefits to specific individuals in return for a fixed consideration or premium. This transfer of the benefit obligation is irrevocable and involves the transfer of substantially all risk from the Company to the insurance entity. Under the Company’s group insurance policies, the insurance company guarantees minimum statutory reserves, employee and employer contributions, and specified annual rates of return. Combined employee and employer premiums are invested by the insurance company in Branch 21 investment funds in accordance with Belgium Regulation, which are mainly comprised of fixed income assets, which are commingled with the plan assets of other group insurances for the purpose of

providing guaranteed returns. The insurance company has fiduciary responsibility for making investment decisions related to Branch 21 and there is no contractual requirement to legally separate the plan assets by individual account or group policy.

As a result of the foregoing, the Company has determined that the unit of account is the insurance contract and therefore, on a plan-by-plan basis, recognizes the net funded status as either a net asset recorded within other non-current assets or a net liability recorded within other non-current liabilities within the consolidated financial statements. The funded status is measured as the difference between the fair value of each plan’s assets and the benefit obligation. The fair value of each plan’s assets and benefit obligation is measured annually, or more frequently, upon the occurrence of certain events such as a significant plan amendment, settlement, or curtailment.

The amount of plan assets includes amounts contributed by the employee and employer and amounts earned from investing the contributions, less benefits paid. In accordance with the Company’s group insurance policies, ~~we regularly evaluate estimates,~~contributions are invested in commingled investment funds, consisting of underlying equity and fixed income securities, respectively. In accordance with Belgium Regulation, a member of a supplementary pension plan whose employment contract comes to an end has the right to transfer their vested reserves to the pension institution of their new employer, contingent upon certain conditions. Accordingly, for Accounting Standards Codification (“ASC”) 715 purposes, the best evidence of fair value for plan assets is the cash surrender value.

Differences between the actual return and expected return on plan assets during the year and changes in the benefit obligation for the Company’s defined benefit pension plans due to changes in the annual valuation assumptions generate actuarial gains or losses. Additionally, the benefit obligation for the Company’s defined benefit pension plans may increase or decrease as a result of plan amendments that affect the benefits to plan participants related to service for periods prior to the effective date of the amendment, which generates prior service costs or credits. The Company has elected to immediately recognize actuarial gains and ~~judgments; our estimates, assumptions,~~losses as a component of net periodic pension cost for both plan assets and obligations.

We have audited the accompanying consolidated balance sheet of Redwire Corporation and subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), changes in equity (deficit), and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have audited the accompanying consolidated balance sheet of Redwire Corporation and its subsidiaries (the “Company”) as of December 31, 2022, and the related consolidated statements of operations and comprehensive income (loss), of changes in equity (deficit), and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Jacksonville, Florida

March 31, 2023

We served as the Company's auditor from 2020 to 2023.

The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

Management has prepared these estimates using the most current and best available information that are considered reasonable under the circumstances. ~~The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If our assumptions or conditions change, the~~However, actual results could differ materially from those estimates. Accounting policies subject to estimates include, but are not limited to, valuation of goodwill and intangible assets, contingent consideration, revenue recognition, income taxes, certain equity-based compensation awards, post-retirement benefit plans, paid-in-kind dividends, and warrant liabilities.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company ~~reports may differ from these estimates. We believe~~has concluded that it operates in one operating segment and one reportable segment, space infrastructure, as the ~~following critical accounting policies affect the more significant estimates, assumptions,~~CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and ~~judgments the Company uses to prepare our consolidated~~evaluating financial ~~statements.~~performance.

We have audited the accompanying consolidated balance sheet of Redwire Corporation and subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), changes in equity (deficit), and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company ~~recognizes tangible~~as of December 31, 2023, and ~~identifiable intangible assets acquired~~the results of its operations and ~~liabilities assumed~~its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on ~~their estimated fair values at acquisition date. The~~our audit. We are a public accounting ~~for business combinations requires us~~firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to ~~make significant estimates and assumptions, especially~~be independent with respect to ~~goodwill, intangible assets,~~the Company in accordance with the U.S. federal securities laws and ~~contingent consideration.~~the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company ~~recognizes~~is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the ~~goodwill for business combinations in which~~purpose of expressing an opinion on the acquisition method of accounting is applied, whereby the excess of the purchase consideration over the fair value of identifiable net assets acquired and liabilities assumed is allocated to goodwill. The goodwill reflects the potential synergies and expansioneffectiveness of the Company’s ~~offerings across product lines~~internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and ~~markets complementary~~performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have audited the accompanying consolidated balance sheet of Redwire Corporation and its ~~existing products~~subsidiaries (the “Company”) as of December 31, 2022, and ~~markets.~~the related consolidated statements of operations and comprehensive income (loss), of changes in equity (deficit), and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Jacksonville, Florida

March 31, 2023

We served as the Company's auditor from 2020 to 2023.

The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

Management has prepared these estimates using the most current and best available information that are considered reasonable under the circumstances. However, actual results could differ materially from those estimates. Accounting policies subject to estimates include, but are not limited to, valuation of goodwill and intangible assets, contingent consideration, revenue recognition, income taxes, certain equity-based compensation awards, post-retirement benefit plans, paid-in-kind dividends, and warrant liabilities.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has concluded that it operates in one operating segment and one reportable segment, space infrastructure, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

We have audited the accompanying consolidated balance sheet of Redwire Corporation and subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), changes in equity (deficit), and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have audited the accompanying consolidated balance sheet of Redwire Corporation and its subsidiaries (the “Company”) as of December 31, 2022, and the related consolidated statements of operations and comprehensive income (loss), of changes in ~~shareholders’~~ equity (deficit), and of cash flows ~~of In Space Group, Inc. and its subsidiaries (Predecessor) (the “Company”)~~ for the ~~period from January 1, 2020 to June 21, 2020,~~year then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the ~~results of operations and cash flows~~financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the ~~period from January 1, 2020 to June 21, 2020,~~year then ended in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the ~~PCAOB and in accordance with the auditing standards generally accepted in the United States of America.~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Jacksonville, Florida

~~May 11, 2021~~March 31, 2023

We ~~have~~ served as the Company's auditor ~~since 2020.~~

The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

Management has prepared ~~the~~these estimates using the most current and best available information that are considered reasonable under the circumstances. However, actual results could differ materially from those estimates. Accounting policies subject to estimates include, but are not limited to, valuation of goodwill and intangible assets, contingent consideration, revenue recognition, income taxes, certain equity-based compensation awards, post-retirement benefit plans, paid-in-kind dividends, and warrant liabilities.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has concluded that it operates in 1one operating segment and 1one reportable segment, space infrastructure, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The Company utilizes the acquisition method of accounting for all transactions and I~~ntangibleAssets~~

While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, the estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business combination date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Subsequent to the measurement period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is identified. Transaction costs that are incurred in connection with a business combination on the date of acquisition (refer to Note H). Goodwill is assessed for impairment at least annually as of October 1, on a reporting unit basis, or when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company assesses impairment first on a qualitative basis to determine if a quantitative assessment is necessary. In

~~circumstances where our qualitative analysis indicates that it~~combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred.

Contingent consideration is ~~more likely than not that~~classified as a liability or as equity on the basis of the definitions of a financial liability and an equity instrument; contingent consideration payable in cash is classified as a liability. The Company recognizes the fair value of any contingent consideration that is transferred to the seller in a business combination on the date at which control of the acquiree is obtained. Contingent consideration payments related to acquisitions are measured at fair value each reporting ~~unit does~~period using Level 3 unobservable inputs (as defined in the Fair Value of Financial Instruments policy below). When reported, any changes in the fair value of these contingent consideration payments are included in contingent earnout expense on the consolidated statements of operations and comprehensive income (loss).

Please refer to Note C – Business Combinations for additional information related to the Company’s business combinations.

The Company’s consolidated financial statements are presented in U.S. dollars (“USD”), which is the functional currency of the Company. The local currency of our operations in Luxembourg and Belgium, the euro, is considered to be the functional currency of those operations. Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is the local currency, are translated into USD at exchange rates effective as of the balance sheet date. Revenues and expenses are translated using average exchange rates in effect for the periods presented.

Balance sheet translation adjustments are reported in accumulated other comprehensive income (loss). Realized gains and losses on foreign currency transactions are included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss).

Cash and cash equivalents includes cash on hand, cash balances with banks and similar institutions and all highly liquid investments with an original maturity of three months or less.

The table below presents supplemental cash flow information during the following periods:

Financial instruments which potentially subject the Company ~~would perform a quantitative analysis~~to concentrations of credit risk consist primarily of cash and cash

equivalents, certificates of deposit, accounts receivable and contract assets. The Company places its cash and cash equivalents with financial institutions of high-credit quality. At times, such amounts may exceed federally insured limits. Cash and cash equivalents on deposit or invested with financial and lending institutions was $30.3 million and $28.3 million, as of December 31, 2023 and December 31, 2022, respectively.

The Company provides credit to customers in the ~~goodwill impairment loss, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the~~normal course of business. The carrying amount of ~~goodwill.~~

Inventory is stated at the lower of cost or net realizable value. Cost is calculated on a first-in, first-out (“FIFO”) basis. Inventory may consist of raw materials, work-in-process, and finished goods. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expense. Inventory is impaired when it is probable that inventory values exceed their net realizable value. Changes in these estimates are ~~reviewed for impairment annually,~~included in cost of sales in the consolidated statements of operations and ~~as necessary if indicators of impairment are present.~~comprehensive income (loss).

Property, plant and equipment are the long-lived, physical assets of the Company, acquired for use in the Company’s normal business operations and not intended for resale by the Company. These assets are recorded at cost. Renewals and betterments that increase the useful lives of the assets are capitalized. Repair and maintenance expenditures that increase the efficiency of the assets are expensed as incurred. ~~Assets under capital lease~~The Company occasionally designs and builds its own machinery. The cost of these projects, including direct material and labor, and other indirect costs attributable to the construction, are ~~recorded at~~capitalized as construction in progress. No provision for depreciation is made on construction in progress until the ~~present value of the minimum lease payments required during the lease period.~~ related assets are completed and placed in service.

Depreciation is based on the estimated useful lives of the assets using the straight-line method and is included in selling, general and administrative expenses or cost of sales based upon the asset; depreciation and amortization expense includes the amortization of assets under ~~capital~~finance leases.

Expected useful lives for property, plant and equipment are reviewed at least annually. Estimated useful lives are as follows:

As assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other (income) expense, net in the consolidated statements of operations and comprehensive income (loss).

~~Finite-Lived Assets~~

The Company is obligated under certain operating and finance leases for its facilities, vehicles and office equipment. The Company assesses whether an arrangement is a lease or contains a lease at inception of the arrangement. For arrangements considered leases, the Company assesses the lease for finance or operating classification and records a right-of-use (“ROU”) asset and lease liability as of the commencement date. The Company uses the date of initial possession as the lease commencement date, which is generally when the underlying asset becomes available for the Company’s specific use. The Company’s operating leases are included in right-of-use assets, short-term operating lease liabilities and long-term operating lease liabilities on the consolidated balance sheets. The Company’s finance leases consist primarily of vehicles and are included in property, plant and equipment, net, short-term finance lease liabilities and long-term finance lease liabilities on the consolidated balance sheets.

ROU assets represent the Company’s right to use the underlying asset for the lease term and are amortized over the shorter of the useful life of the asset and the lease term. Lease liabilities represent the present value of the Company’s obligations to make payments arising over the lease term. The present value of the lease payments is calculated using the incremental borrowing rate as of the lease commencement date, which reflects the fixed rate the Company would have to pay to borrow an amount equal to the future minimum lease payments over a similar term. Operating lease expense includes the sum of imputed interest expense and the amortization of ROU assets. For finance leases, interest is recognized and presented separately in interest expense, net on the consolidated statements of operations and comprehensive income (loss). The lease term includes renewal options which are reasonably certain to be exercised.

Lease and non-lease related components, such as common area maintenance costs, obligations to return the underlying asset to its original condition, or costs to dismantle and remove the underlying asset at the end of the term, are accounted for separately. Certain leasing arrangements contain predetermined fixed escalation of minimum rents and/or require variable payments, such as insurance and tax payments. Variable lease payments which depend on an index or other rate are initially measured using the index or rate at the commencement date and included in the measurement of the ROU asset and lease liability. The subsequent change in lease payments as a result of a change in the index or other rate are recognized as expense in the period in which the payment occurs.

The Company does not have any material restrictions or covenants in its lease agreements, sale leaseback transactions or residual value guarantees. Leases with an initial term of twelve months or less are not recorded on the Company’s consolidated balance sheets and are recognized as lease expense on a straight-line basis in the consolidated statements of operations and comprehensive income (loss).

During 2023, the Company identified no triggering events and therefore, no quantitative impairment assessment was performed on its right-of-use assets. During 2022, the Company identified triggering events and performed impairment assessments on its long-lived asset groups, including right-of-use assets. Please refer to Note K – Leases and Note T – Impairment Expense for additional information.

The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition.

Intangible assets include those acquired from the Company’s various business combinations as well as licensed software for internal-use. Licensed software is acquired solely to meet the Company’s internal needs which provides the right to take possession of the software and is hosted on the Company’s specific hardware components, as well as the capitalization of qualifying costs during the application development stage. Indefinite-lived intangible assets include tradenames and in-process research and development (“IPR&D”). Finite-lived intangible assets include customer relationships, technology, trademarks, and internal-use software. Finite-lived intangible assets are reported at cost, net of accumulated amortization, and are either amortized on a straight-line basis over their estimated useful lives or over the period the economic benefits of the intangible assets are consumed. IPR&D is recognized as an indefinite-lived intangible asset until completion or abandonment of the related project, then reclassified as a finite-lived intangible asset and amortized over the remaining useful life.

Acquired intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing or more frequently if events or a change in circumstance indicate that it is more likely than not that the asset is impaired. This testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired, consistent with the methodologies previously disclosed for Property, plant and equipment.

Goodwill is the amount by which the purchase price exceeded the fair value of the net identifiable assets acquired and liabilities

assumed in a business combination on the date of acquisition. The Company’s goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit. The Company has four reporting units, Mission Solutions, Space Components, Engineering Services and Redwire Europe, which were determined based on similar economic characteristics, financial metrics and product and servicing offerings.

The Company estimates the fair value of each reporting unit using a combination of a discounted cash flow (“DCF”) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and transaction multiples. The cash flows employed in the DCF analysis are based on the Company best estimate of future revenues, gross margins, operating expenses, and cash flows with consideration for other factors, such as general market conditions, U.S. and foreign government budgets, existing contracted and uncontracted backlog, subcontractor agreements, changes in working capital, long-term business plans and historical operating performance. The discount rates utilized in the DCF analysis are based on the respective reporting unit’s weighted average cost of capital, which takes into account the relative weights of debt and equity components within the Company’s existing capital structure and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the respective reporting unit. The carrying value of each reporting unit includes the assets and liabilities employed in its operations, goodwill and allocations of certain assets and liabilities held at the corporate level. The Company compares the fair value of a reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess.

During 2023, the Company performed its annual impairment tests and concluded there were no indicators that the fair value of any reporting unit was more likely than not below carrying value. Therefore, no quantitative assessment was performed and no goodwill impairment was recognized during 2023. During 2022, the Company performed its annual impairment tests as well as an interim assessment on its intangible assets, including goodwill. Please refer to Note H – Intangible Assets, net, Note I – Goodwill, and Note T – Impairment Expense for additional information.

Investments where the Company has the ability to exercise significant influence, but does not have control of the investee, are accounted for under the equity method of accounting and presented as equity method investments on the consolidated balance sheets. Significant influence typically exists if the Company has a 20% to 50% ownership interest in the investee. Under this method of accounting, the Company’s share of the net earnings or losses of the investee is included in other (income) expense, net on the consolidated statements of operations and comprehensive income (loss) since the activities of the investee are not closely aligned with the operations of the Company’s business.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Please refer to Note V – Joint Venture for additional information.

The Company evaluates its convertible instruments, options, warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives. The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities, or equity, is reassessed at the end of each reporting period. For equity-linked financial instruments, the Company must determine whether the underlying instrument is indexed to its own common stock in order to classify the derivative instrument as equity. Otherwise, the derivative asset or liability, including embedded derivatives discussed below, is recognized at fair value with subsequent changes in fair value recognized in the consolidated statements of operations and comprehensive income (loss).

Hybrid instruments issued in the form of a share requires bifurcation of embedded features if (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The nature of the host instrument is therefore evaluated to determine if it is more akin to a debt-like or equity-like host. In this assessment, the Company considers the stated and implied substantive features of the contract as well as the economic characteristics and risks of the hybrid instrument. Each term and feature is then weighed based on the relevant facts and circumstances to determine the nature of the host contract. Terms and features of the hybrid instrument (i.e. embedded derivatives) are then assessed to determine if they must be bifurcated and separately accounted for as freestanding derivatives. Examples of embedded derivatives include, among others, conversion options, redemption features, make-whole provisions, contingent increases in dividend rates and participation rights.

Accounting for convertible instruments and contracts in the Company’s own equity requires an evaluation of the hybrid security to determine if liability classification is required. Liability classification is required for freestanding financial instruments that are not debt in legal form and are: (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets (i.e. mandatorily redeemable), (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number of equity shares. Securities classified in temporary equity are initially measured at the proceeds received, net of issuance costs and excluding the fair value of bifurcated embedded derivatives (if any). Subsequent measurement of the carrying value is not required until such time that the contingencies are resolved and reclassification as a liability is required.

The Company’s contracts are subject to revenue recognition using a five-step model, which involves (i) identification of the contract, (ii) identification of performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the previously identified performance obligations, and (v) revenue recognition as the performance obligations are satisfied.

During step one of the five-step model, the Company considers whether contracts should be combined or separated, and based on this assessment, the Company combines closely related contracts when all the applicable criteria are met. The combination of two or more contracts requires judgment in determining whether the intent of entering into the contracts was effectively to enter into a single contract, which should be combined to reflect an overall profit rate. Similarly, the Company may separate an arrangement, which may consist of a single contract or group of contracts, with varying rates of profitability, only if the applicable criteria are met. Judgment is involved in determining whether a group of contracts may be combined or separated based on how the arrangement and the related performance criteria were negotiated. The conclusion to combine a group of contracts or separate a contract could change the amount of revenue and gross profit recorded in a given period.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The Company’s contracts with customers generally do not include a right of return relative to delivered products. In certain cases, contracts are modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are accounted for as part of the existing contract. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases, the pricing of these options are reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to

purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation.

The Company’s revenues are derived from the design and sales of components for spacecraft and satellites and the performance of engineering, modeling and simulation services related to spacecraft design and mission execution. Each promised good or service within a contract is accounted for separately, if they are distinct. Promised goods or services not meeting the criteria for being a distinct performance obligation are bundled into a single performance obligation with other goods or services that together meet the criteria for being distinct. The appropriate allocation of the transaction price and recognition of revenue is then applied for the bundled performance obligation. The Company has concluded that its service contracts generally contain a single performance obligation given the interrelated nature of the activities which are significantly customized and not distinct within the context of the contract.

Once the Company identifies the performance obligations, it determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. The Company’s contracts generally do not contain penalties, credits, price concessions, or other types of potential variable consideration. Prices are fixed at contract inception and are not contingent on performance or any other criteria.

The Company engages in long-term contracts for production and service activities and recognizes revenue for performance obligations over time. The Company considers the nature of these contracts and the types of products and services provided when determining the proper accounting for a particular contract. These contracts include both firm-fixed-price (“FFP”) and cost reimbursable contracts. The Company’s cost reimbursable contracts typically include cost-plus fixed fee (“CPFF”) and time-and-material (“T&M”) contracts. These long-term contracts involve the design, development, manufacture, or modification of components for spacecraft and satellites. For FFP and CPFF contracts, revenue is recognized over time (versus point in time recognition), as the Company’s performance creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date, and the customer receives the benefit as the Company builds the asset. For T&M contracts, the Company recognizes revenue in the amount for which the Company has a right to invoice the customer based on the control transferred to the customer.

For long-term contracts, the Company typically recognizes revenue using the input method, using a cost-to-cost measure of progress. The Company believes that this method represents the most faithful depiction of the Company’s performance because it directly measures value transferred to the customer. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, but are not limited to, the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed; the cost and availability of materials; the availability of subcontractor services and materials; and the availability and timing of funding from the customer. The Company bears the risk of changes in estimates to complete on a fixed-price contract, which may cause profit levels to vary from period to period. For cost reimbursable contracts, the Company is reimbursed periodically for allowable costs and is paid a portion of the fee based on contract progress. In the limited instances where the Company enters into T&M contracts, revenue recognized reflects the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other direct billable costs. For long-term contracts, the Company recognizes anticipated contract losses as soon as they become known and estimable.

Accounting for long-term contracts requires significant judgment relative to estimating total contract revenues and costs, in particular, assumptions relative to the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion. Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods.

For long-term contracts, the portion of the payments retained by the customer is not considered a significant financing component. At contract inception, the Company also expects that the lag period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will not constitute a significant financing component. Many of the Company’s long-term contracts have milestone payments, which align the payment schedule with the progress towards completion on the performance obligation. On some contracts, the Company may be entitled to receive an advance payment, which is not considered a significant financing component because it is used to facilitate inventory demands at the onset of a contract and to safeguard the Company from the failure of the other party to abide by some or all of their obligations under the contract.

Contract balances result from the timing of revenue recognized, billings and cash collections, and the generation of contract assets and liabilities. Contract assets are presented as such on the Company’s consolidated balance sheets and represent revenue recognized in excess of amounts invoiced to the customer and the right to payment is not solely subject to the passage of time. Contract liabilities are presented as deferred revenue on the Company’s consolidated balance sheets and relate to advanced payments and billings in excess of revenues recognized and are recognized into revenue as the Company satisfies the underlying performance obligation, either over time as costs are incurred or as control is transferred to the customer.

The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders. The definition of remaining performance obligations excludes T&M contracts accounted for under the “right to invoice” practical expedient.

All advertising, promotional and marketing costs are expensed when incurred and are included in Selling, general and administrative expenses within the consolidated statements of operations and comprehensive income (loss). The table below presents the advertising cost for the following periods:

Research and development costs are primarily made up of labor charges, prototype material, and development expenses. Research and development costs are expensed in the period incurred.

As a result of the Space NV acquisition, the Company sponsors various post-retirement benefit plans for certain non-U.S. employees including three cash balance plans: one defined benefit pension plan with risk-based coverage for death and disability benefits (collectively, the “Base Plan”) and two supplementary pension bonus plans that provides variable remuneration linked to employees’ performance (the “Performance Plans"). These cash balance plans are defined benefit plans which provide for post-retirement benefits based on employee and employer contributions and prescribed rates of return in accordance with Belgium Regulation. The Company’s policy is to cover 100% of all benefit obligations associated with supplementary pensions, bonus pensions, and other post-retirement benefits (i.e., death and disability) through group insurance policies. Accordingly, the Company recognizes the net funded status on a plan-by-plan basis as either an asset recorded within other non-current assets or a liability recorded within other non-current liabilities within the consolidated balance sheets. The net funded status is measured on a plan-by-plan basis as the difference between the fair value of each plan’s assets and the benefit obligation.

The net funded status is measured annually, or more frequently, upon the occurrence of certain events such as a significant plan amendment, settlement, or curtailment. Fair value is determined on a plan-by-plan basis and obligations are computed based on service and contributions to date, using actuarial valuations that are based in part on certain key economic assumptions, including the discount rates and the expected long-term rate of return on plan assets. The assumptions made in this analysis affect both the calculation of the benefit obligations and the calculation of net periodic benefit costs in subsequent periods. The fair value of plan assets includes amounts contributed by the employee and employer and amounts earned from investing the contributions, less benefits paid. Assumptions are reviewed on an annual basis, unless circumstances require an interim remeasurement of any of our plans.

Differences between the actual return and expected return on plan assets during the year and changes in the benefit obligation for the Company’s defined benefit pension plans due to changes in the annual valuation assumptions generate actuarial gains or losses. The Company has elected to immediately recognize actuarial gains or losses for each plan as a component of net periodic pension cost.

Please refer to Note R – Employee Benefit Plans for additional information related to the Company’s defined benefit plans.

The Company’s equity-based compensation plans are classified as equity plans and compensation expense is generally recognized over the vesting period of stock awards. The Company issues stock awards in the form of incentive units, non-qualified stock options, time-based restricted stock units and performance-based restricted stock units. The fair value of incentive units and stock options are

calculated on the grant date using the Black-Scholes Option Pricing Model (“OPM”). Given the absence of adequate historical data, the Company uses the simplified method to estimate the term of stock options granted to employees. The fair value of the time-based restricted stock units are calculated based on the closing market price of the Company’s common stock on the grant date. The fair value of the performance-based restricted stock units are valued using a Monte Carlo simulation model on the grant date.

The vesting of the incentive units is contingent on service-based, performance-based, and market conditions and, as such, the recognition of compensation expense is deferred until it is probable the performance conditions will be satisfied. Once it is probable that the performance conditions will be satisfied, unrecognized compensation expense is recognized based on the portion of the requisite service period that has been rendered. If the requisite period is complete, compensation expense is recognized regardless of market conditions being met.

For non-qualified stock options, time-based restricted stock units and performance-based restricted stock units, the Company recognizes the grant date fair value as compensation expense on a straight-line method over the vesting period (typically three years) and recognizes forfeitures as they occur.

The Company recognizes a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933 registration statement declared effective or do not have a class of securities registered under the Securities Exchange ~~Act)~~Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

related disclosures.

The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.

The following table summarizes the intangible assets acquired by class:

During the year ended December 31, 2023, the Company recorded a non-cash measurement period adjustment to goodwill of $0.5 million, which increased the balance of goodwill to $17.9 million as of December 31, 2023.

The fair value of the acquired ~~trademark~~technology and ~~technology~~IPR&D was estimated using the relief from royalty (“RFR”) method. The fair value of the acquired customer relationships was estimated using the excess earnings method. The fair value of the ~~IPR&D~~acquired investment in RSS was estimated using the ~~replacement cost~~guideline public company method.

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 ~~deductible over 15 years.~~not deductible.

The amounts included in the pro forma information are based on the historical results and do not necessarily represent what would have occurred if the ~~contingent earnout~~Space NV acquisition had taken place as of January 1, 2021, nor do they represent the 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 ~~not exceed $15.0 million~~have been realized had the business combination occurred as of the date indicated or that may be ~~less than $0.~~achieved in the future.

The ~~fair value~~Company incurred nominal costs during the year ended December 31, 2023 and $3.2 million of costs during the year ended December 31, 2022, related to completed acquisitions as of the ~~earnout is arrived at using~~respective periods. Costs incurred in 2022 were attributable to the ~~Black-Scholes option pricing model~~Redwire Space Technologies, Inc. (f/k/a Techshot, Inc.) (“~~OPM”~~Techshot”) ~~using the following assumptions:~~

The fair value of the ~~acquired trademark~~Company’s debt approximates its carrying value and ~~technology was estimated using~~is classified as Level 2 within the ~~RFR method. The~~ fair value ~~of the acquired customer relationships was estimated~~hierarchy as it is based on discounted cash flows using ~~the excess earnings method.~~a current borrowing rate.

~~During the Successor 2021 Period, there was a measurement period adjustment to goodwill of $0.5 million, decreasing the balance to $14.8 million. Refer to Note H for further discussion.~~

~~The assumptions used in~~In January 2023, the ~~Black-Scholes OPM were as follows:~~


	~~October 28, 2020~~
~~Contingent consideration~~	~~657~~
~~Purchase consideration~~	$	~~17,221~~
~~Assets:~~
~~Cash~~	$	~~6,161~~
~~Accounts receivable~~	~~517~~
~~Contract assets~~	~~1,797~~
~~Property, plant and equipment~~	~~1,128~~
~~Intangible assets~~	~~13,400~~
~~Other non-current assets~~	~~361~~
~~Total assets~~	~~23,364~~

~~Liabilities:~~
~~Accounts payable~~	~~1,880~~
~~Deferred revenue~~	~~3,240~~
~~Other current liabilities~~	~~5,112~~
~~Deferred tax liabilities~~	~~1,952~~
~~Total liabilities~~	~~12,184~~
~~Fair value of net identifiable assets acquired~~	~~11,180~~
~~Goodwill~~	$	~~6,041~~

purchase agreement. As of December 31, 2023, there was no additional contingent consideration payable to the Roccor sellers.

At inception, the Company evaluated the Purchase Agreement with B. Riley and determined that the committed equity facility was not indexed to the Company’s own common stock and, therefore, measures the derivative asset at fair value based on the consideration transferred to B. Riley in exchange for its irrevocable commitment to purchase up to $80.0 million in shares of the Company’s common stock. Subsequent changes in the fair value of the ~~acquired trademark~~derivative asset are dependent upon, among other things, changes in the closing share price of the Company’s common stock, the quantity and ~~technology was estimated using~~purchase price of shares purchased by B. Riley during the ~~RFR method. The~~reporting period, the unused capacity under the committed equity facility as of the balance sheet date and the cost of raising other forms of capital. As certain inputs are not observable in the market, the derivative asset is classified as a Level 3 instrument within the fair value hierarchy. The Company adjusts the previous fair value estimate of the ~~acquired customer relationships was estimated using~~committed equity facility at each reporting period based on changes in the ~~excess earnings method.~~weighted average purchase price of shares purchased by B. Riley during the period, the unused capacity available under the committed equity facility, expected stock price volatility and other macroeconomic factors which impact the cost of raising comparable forms of capital.

~~The acquisition was accounted for as a business combination, whereby~~Pursuant to the Purchase Agreement, the purchase ~~consideration over~~price for each share of common stock is equal to 97% of the ~~fair value of identifiable net assets was allocated to goodwill. The goodwill reflects~~volume weighted average price (“VWAP”) on the ~~potential synergies and expansion~~applicable purchase date, which results in a 3% fee on the purchase of the Company’s ~~offerings across product lines and markets complementary~~common stock. During the year ended December 31, 2023, the Company sold 497,392 shares to ~~its existing products and markets. For tax purposes,~~B. Riley for net proceeds of $1.2 million. The VWAP of shares purchased by B. Riley ranged from $2.43 to $3.12 per share during the ~~goodwill is not deductible.~~year ended December 31, 2023.

~~During~~Based on the ~~Successor 2021 Period, there was a measurement period adjustment to goodwill~~December 31, 2023 closing price of ~~$0.7~~$2.85 per share and registered shares available for purchase under the committed equity facility of 7,592,939, the Company had $21.6 million ~~decreasing~~of unused capacity under the ~~balance to $6.0 million. Refer to Note H for further discussion.~~committed equity facility as of December 31, 2023.

The private warrants were valued using a modified Black-Scholes OPM. As certain inputs are not observable in the ~~following period:~~market, the private warrants are classified as Level 3 instruments within the fair value hierarchy. The table below presents the fair value per warrant and the valuation assumptions under the Black-Scholes OPM:

The table below presents the Company’s financial instruments measured at fair value on a recurring basis:

Accounts receivable are recorded for amounts to which the Company is entitled and has invoiced to the customer. Unbilled receivables, presented in the table above, consist of unbilled amounts ~~as of December 31, 2021~~ under T&M contracts where billing and payment is subject solely to the passage of time. ~~There was no allowance for doubtful~~

Substantially all accounts receivable as of December 31, ~~2021~~2023 are expected to be collected in 2024. The Company does not believe there is a significant exposure to credit risk as the majority of the Company’s accounts receivable are due from U.S. and foreign governments or large prime contractors of such government entities. As a result, the allowance for credit losses was not material as of December 31, ~~2020.~~2023 and 2022.

There was no impairment recognized related to property, plant and equipment ~~net balances were as follows:~~during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $13.1 million related to certain property, plant and equipment asset groups within the Mission Solutions reporting unit. Please refer to Note T – Impairment Expense for additional information related to this impairment.

The table below presents the depreciation expense related to property, plant and equipment for the following periods:

There was no impairment recognized related to intangible assets during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $30.9 million related to intangible assets within the Mission Solutions reporting unit. Please refer to Note T – Impairment Expense for additional information related to this impairment.

During the year ended December 31, 2023, the Company settled the net working capital adjustment with the seller and finalized its settlement with Redu Space Service SA/NV (“RSS”) related to the transfer of all maintenance and operations services (“M&O Services”) in April 2022 from Redu Operation Services SA/NV (“ROS”) to RSS, including personnel, and the termination of the subcontractor relationship between ROS and RSS. These settlements resulted in non-cash measurement period adjustments to the estimate of amounts receivable from the seller, accounts receivable, prepaid and other assets, accounts payable, accrued expenses, other current liabilities with a corresponding adjustment to goodwill as of the acquisition date.

There was no impairment recognized related to goodwill during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $49.9 million related to goodwill on the Mission Solutions reporting unit. Please refer to Note T – Impairment Expense for additional information related to this impairment.

As of December 31, 2023, the outstanding principal on the Adams Street Credit Agreement incurs cash interest in accordance with the prime rate plus the applicable rates as set forth in the table below:

As amended in March 2022, AE Industrial Partners Fund II, LP (“AEI”) and certain of its affiliates (the “AEI Guarantors”), provided a limited guarantee for the payment of outstanding revolving loans in excess of $10.0 million, with a $15.0 million cap in the aggregate. In the event that the AEI Guarantors are required to make payments to the lenders under the Adams Street Capital Credit Agreement pursuant to ~~increase~~ the terms of the limited guarantee, each AEI Guarantor would be subrogated to the rights of the lenders. In connection with the limited guarantee, the Company agreed to pay to the AEI Guarantors, a fee equal to 2% of any amount actually paid by such guarantors under the limited guarantee. The fee is waivable by the AEI Guarantors at their discretion.

In June 2023, the Company entered into the Sixth Amendment to the Adams Street Credit Agreement, in which the LIBOR-based interest rate applicable to borrowings under the Adams Street Credit Agreement was amended to provide that the consolidated total net leverage ratio not exceed 6.50:1.00 on the last day of any quarter (“the Financial Covenant”), to remove the cap on the amount of unrestricted cash which may be netted for purposesreplaced with a SOFR-based interest rate in advance of the ~~Financial Covenant, to redefine “Consolidated EBITDA”, and to reset the call protection terms.~~cessation of LIBOR which occurred on June 30, 2023.

In December ~~2021,~~2023, the Company entered into a ~~Consent~~Seventh Amendment to ~~Credit Agreement whereby Adams Street Capital agreed to an extension of the delivery of periodic financial statements required under~~ the Adams Street Credit ~~Agreement.~~ Agreement, in which the commitments under the revolving credit facility increased from $25.0 million to $30.0 million.

The Adams Street Capital Credit Agreement, as amended, contains certain customary representations and warranties, affirmative and other covenants and events of default, including among other things, payment defaults, breach of representations and warranties, and covenant defaults.

As of December 31, ~~2021~~2023 and ~~December 31, 2020,~~2022, the Company was in compliance with ~~the~~its covenant ~~requirements.~~

~~The table below presents details of~~On September 3, 2022, the Company entered into a $2.7 million loan with AFCO Credit Corporation (the “2022 D&O Financing Loan”) to finance the Company’s ~~debt as of the following periods including the effective~~directors and officers insurance premium. The 2022 D&O Financing Loan had an interest rate as of ~~December 31, 2021:~~4.59% per annum and a maturity date of June 3, 2023. In June 2023, the Company repaid the full outstanding principal and interest on the 2022 D&O Financing Loan.

On September 3, 2023, the Company entered into a $1.2 million loan with AFCO Credit Corporation (the “2023 D&O Financing Loan”) to finance the Company’s directors and officers insurance premium. The 2023 D&O Financing Loan has an interest rate of 7.39% per annum and a maturity date of March 3, 2024.

The maturities of the Company’s long-term debt outstanding as of December 31, ~~2021~~2023 are as follows:

The table below presents the interest expense on debt, including the amortization of discounts and issuance costs for the following periods:

There was no impairment recognized related to ROU assets during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized impairment expense of $96.6 million, of which $2.7 million related to certain ROU assets within the Mission Solutions reporting unit. Please refer to Note T – Impairment Expense for additional information related to this impairment.

If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.”

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including a consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares.

Refer to Note D – Fair Value of Financial Instruments for information on the Level 3 inputs used to value the private warrants.

A reconciliation of the U.S. federal statutory income tax expense to actual income tax expense is as follows:

The table below presents the components of ~~the~~ deferred tax assets, net and deferred tax liabilities:

~~In assessing the realizability of deferred income tax assets, the~~The Company considers whether it is more-likely-than-not that some or all of the deferred ~~income~~ tax assets will not be ~~realized.~~realized in assessing the realizability of deferred tax assets. The ultimate realization of the deferred ~~income~~ tax assets is dependent upon the generation of future taxable income during the periods in which the net operating loss (“NOL”) and tax credit carryforwards are available. ~~For the Successor 2021 Period and Successor 2020 Period, the~~The Company ~~has concluded that~~recorded a valuation allowance against substantially all of the domestic net deferred tax assets as of December 31, 2023 and 2022, respectively. The Company intends to continue to maintain the valuation allowance until there is sufficient evidence to support the reversal of all or some portion of these valuation allowances.

The table below presents the change in valuation allowance for the ~~U.S. are more-likely-than-not realizable and that foreign deferred tax assets are more-likely-than not to expire before realization.~~following periods:

As of December 31, ~~2021,~~2023, the Company had ~~$45.2~~$75.3 million of ~~U.S. federal~~ net operating losses resulting in U.S. federal, state (net), and foreign deferred tax assets of ~~$9.5~~$15.8 million, ~~$2.0~~$3.6 million, and ~~$0.5~~$0.9 million, respectively. The ~~$9.5~~$15.8 million in U.S. federal net operating loss carryforwards may be carried forward indefinitely to reduce future taxable income for U.S. federal tax purposes, while certain state net operating ~~losses~~loss carryforwards will begin to expire in ~~2038. Foreign~~2038 and foreign net operating ~~losses will~~loss carryforwards begin to expire in ~~2036. The Company has federal~~2037.

The table below presents changes in reserves for unrecognized income tax benefits for the ~~periods presented:~~following periods:

During the ~~Successor 2021 Period, Successor 2020 Period~~year ended December 31, 2023 and ~~Predecessor 2020 Period,~~2022, the Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. As of December 31, ~~2021,~~2023, the Company’s estimated gross unrecognized tax benefits were $1.4 million, of which $1.3 million, if recognized, would favorably impact the Company’s future earnings. The Company believes there will be no material changes to unrecognized tax benefits within the next twelve months. Due to uncertainties in any tax audit outcome, estimates of the ultimate settlement of our unrecognized tax positions may change and the actual tax benefits may differ from the estimates. During ~~the Successor 2021 Period, Successor 2020 Period~~December 31, 2023 and ~~Predecessor 2020 Period,~~2022, the Company did not recognize any interest and penalties in the consolidated statements of ~~operations.~~operations and comprehensive income (loss).

The Company and its subsidiaries file income tax returns in various U.S. and foreign jurisdictions. As of December 31, ~~2021,~~2023, the Company is subject to examination by the IRS for tax years beginning in ~~2018.~~2020. The Company is open to state ~~and foreign~~ income tax examinations until the applicable statute of limitations expires, generally four years after tax return ~~filing for state income tax and five years for foreign income tax;~~filing; however, the ability for the taxing authority to adjust tax attribute carryforwards will continue until the applicable statute of limitations expires after tax attribute utilization or expiration.

On November 5, 2021, the Company was notified of potential accounting issues with a business unit by an employee in connection with his resignation. Management promptly informed the independent Audit Committee and its independent registered public accounting firm. The timing of the investigation prevented the timely filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. The Audit Committee promptly engaged independent, external legal and accounting firms to complete an independent investigation. After completing ~~its~~an investigation, the Audit Committee concluded that the potential issues raised by the former employee did not require a restatement or adjustment of the Company’s previously issued consolidated financial statements

On October 28, 2022, the Company filed a Certificate of Designation describing the terms and conditions of newly issued Series A Convertible Preferred Stock of the Company, par value 0.0001 (the “Convertible Preferred Stock”), with 88,000.00 total shares constituting the series. On or around the same date, the Company entered into investment agreements with (i) AE Industrial Partners Fund II, LP (“AEI Fund II”) and ~~outstanding Successor units~~AE Industrial Partners Structured Solutions I, LP (“~~Units”~~AEI Structured Solutions”, and together with AEI Fund II, (“AEI”)), (ii) BCC Redwire Aggregator, LP (“Bain Capital”) and (iii) various investors (collectively, the “Additional Investors,” and together with AEI and Bain Capital, the “Investors”). Pursuant to the investment agreements, the Company sold an aggregate of 81,250.00 shares (“Purchased Shares”) of Convertible Preferred Stock for an aggregate purchase price of $81.25 million, or $76.4 million net of issuance costs.

On October 31, 2023, the Company filed a Certificate of Amendment of Certificate of Designation of the Company (the "Amendment to the Certificate of Designation"), which was filed solely to increase the amount of shares designated as Convertible Preferred Stock, par value $0.0001 per share, to 125,292.00.

On May 1, 2023 and November 1, 2023, in accordance with the Convertible Preferred Stock Certificate of Designation, the Company issued 6,039.66 and 6,600.54 shares, respectively, of Series A Convertible Preferred Stock to holders of record as of ~~December 31, 2020 were cancelled~~April 15, 2023 and ~~exchanged~~October 15, 2023, respectively, as a dividend paid-in-kind (“PIK”) on the Convertible Preferred Stock. As the Company has the option of paying dividends on the Convertible Preferred Stock in either cash or in kind, the PIK dividend is recorded at fair value as of the respective declaration date. The fair value of the PIK dividend as of April 15, 2023 and October 15, 2023 was $9.0 million and

$10.7 million, respectively, which was recorded against additional paid-in-capital since the Company has an accumulated loss. The fair value of the May 2023 and November 2023 PIK dividends was calculated using the accrued value per share after a remaining term of 2.5 years and 3.5 years, respectively, on an as-converted basis, or $1,495 per share and $1,623 per share, respectively.

The investment agreements contain customary representations, warranties and covenants of the Company and Investors.

The Convertible Preferred Stock is convertible into shares of common stock ~~as part~~at an initial conversion price of $3.05 per share, subject to customary anti-dilution and price protective adjustments.

The Company previously obtained the requisite shareholder approval for the conversion of the ~~closing~~Convertible Preferred Stock into common stock above the 19.99% Limitation (as defined below). On June 20, 2023, the Company filed with the SEC a Schedule 14C information statement pursuant to Section 14(c) of the ~~Merger. Refer~~Exchange Act, which provided notice of the approval of, (i) the conversion of the Convertible Preferred Stock into shares of common stock in excess of 19.99% of the 63,852,690 shares outstanding as of October 28, 2022 immediately after giving effect to such conversion (the “Conversion Cap”) and (ii) voting rights of the aggregate number of votes to which all holders of outstanding shares of Convertible Preferred Stock are entitled to vote in excess of 19.99% of the aggregate number of votes to which all shareholders of the Company were entitled to vote as of October 28, 2022 (including the holders of shares of Preferred Stock) (the “Voting Cap” and, together with the Conversion Cap, the “19.99% Limitation”).

As of December 31, 2023, the 93,890.20 outstanding shares of Convertible Preferred Stock were convertible into approximately 31,452,478 shares of the Company’s common stock. The holders of Convertible Preferred Stock are entitled to vote with the holders of common stock, on an as-converted basis. In addition, holders of Convertible Preferred Stock have the right, at their option and at any time, to convert their shares into shares of common stock. Each share of Convertible Preferred Stock will mandatorily convert upon achieving thresholds related to the ~~consolidated statement of changes in shareholders’ equity for further details.~~Company’s market capitalization and profitability metrics and the Company is required to make an offer to repurchase the outstanding Convertible Preferred Stock upon a fundamental change.

Dividends on the Convertible Preferred Stock can be paid in either cash or in kind in the form of additional shares of Convertible Preferred Stock, at the option of the Company, subject to certain exceptions. If paid in cash, such dividends will be paid at a rate of 13% per annum, subject to certain adjustments and exceptions or, if the Company issues PIK dividends, at a rate of 15% per annum, subject to certain adjustments and exceptions. Each holder of Convertible Preferred Stock has been given certain registration rights pursuant to the Registration Rights Agreement, dated October 28, 2022. As of December 31, 2023, the accumulated but not declared or paid dividends on the Convertible Preferred Stock were $2.0 million.

Based on an evaluation of the investment agreements, the Company determined that the Convertible Preferred Stock is contingently or optionally redeemable and, therefore, does not require liability classification. However, due to the Convertible Preferred Stock being redeemable at the option of the holder or upon a fundamental change, which includes events that are not fully within the Company’s control, it was determined that the Convertible Preferred Stock should be classified as one line item in temporary (mezzanine) equity on the Company’s consolidated balance sheets.

The Company controls the timing and amount of any sales to B. Riley, which depend on a variety of factors including, among other things, market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources of funding for its business and operations. However, B. Riley’s obligation to purchase shares is subject to certain conditions. In all instances, the Company may not sell shares of its common stock under the Purchase Agreement if it would result in B. Riley beneficially owning more than 4.99% of its common stock at any one point in time.

The Company incurred costs associated with the committed equity facility, of which $0.8 million represented consideration to B. Riley for its irrevocable commitment to purchase shares under the Purchase Agreement and was recorded as a derivative asset. Refer to Note D for information on the fair value of the derivative asset. Third-party costs of $0.7 million were included in other (income) expense, net in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company sold a total of 497,392 shares of the Company’s common stock for net proceeds of $1.2 million pursuant to the Purchase Agreement. Based on the December 31, 2023 closing price of $2.85 per share and registered shares available for purchase under the committed equity facility of 7,592,939, the Company had $21.6 million of unused capacity under the committed equity facility as of December 31, 2023.

The increase in contract assets was primarily driven by revenue growth and the timing of billable milestones occurring during the year ended December 31, 2023.

The increase in contract liabilities during 2023 was primarily driven by large billable milestones occurring closer to the end of period that were in excess of revenue recognized on the related performance obligations. Revenue recognized in the year ended December 31, 2023 that was included in the contract liability balance as of December 31, 2022 was $28.4 million. Revenue recognized in the year ended December 31, 2022 that was included in the contract liability balance as of December 31, 2021 ~~there were 8,188,811 public warrants issued and outstanding~~.

The ~~private warrants were valued~~Company evaluates the contract value and cost estimates at ~~$2.81~~completion (“EAC”) for performance obligations at least quarterly and ~~$2.47 per warrant as~~more frequently when circumstances significantly change. Due to the nature of ~~September 2, 2021~~the work required to be performed on many of the Company’s performance obligations, the estimate of total revenue and ~~December 31, 2021, respectively, under~~cost at completion is complex, subject to many variables and requires significant judgment by management on a contract-by-contract basis. As part of this process, management reviews information including, but not limited to, labor productivity, the ~~Black-Scholes OPM using~~nature and technical complexity of the ~~following assumptions:~~

~~The fair value~~When the Company’s estimate of total costs to be incurred to satisfy a performance obligation exceeds the ~~private warrants decreased $2.6 million between~~expected revenue, the ~~initial valuation as of~~Company recognizes the ~~date~~loss immediately. When the ~~warrants were assumed on September 2, 2021 and December 31, 2021. The fair value decrease is reflected~~Company determines that a change in ~~other (income) expense, net~~estimate has an impact on the ~~consolidated statements~~associated profit of a performance obligation, the Company records the cumulative positive or negative adjustment to the statement of operations and comprehensive income (loss) ~~for~~. Changes in estimates and assumptions related to the ~~Successor 2021 Period.~~status of certain long-term contracts may have a material effect on the Company’s operating results.

The change in net EAC adjustments in 2023 was primarily due to increased production costs as it relates to the development of new technologies within the Mission Solutions reporting unit, which were partially offset by the release of contract reserves during the year ended December 31, 2023. The change in net EAC adjustments in 2022 was primarily due to unfavorable changes within the Mission Solutions reporting unit driven by increased production costs contributed by continued supply chain and labor market constraints.

The Company maintained two qualified 401(k) plans for its U.S. employees as of December 31, 2022, the Redwire 401(k) plan and the Techshot 401(k) plan. During the year ended December 31, 2022, the Company matched employee contributions 50% up to 6% for the Redwire 401(k) plan and 50% up to 8% for the Techshot 401(k) plan. During 2023, the Techshot 401(k) plan was merged into the Redwire 401(k) plan.

The table below presents the expense for matching contributions for the following periods:

The Company has taken actions to mitigate the risk related to its post-retirement benefit plans through pension risk transfer transactions whereby the Company subscribes to group insurance policies, which are funded by employee and employer premiums (contributions) determined at the beginning of each plan year. Although under the majority of these group insurance policies the Company is relieved of a substantial portion of its responsibility for the associated obligations, the Company ultimately remains responsible for paying benefits under the plans in the event that the insurance company defaults on its obligations in future periods. Under the Company’s group insurance policies, the insurance company guarantees minimum statutory reserves, employee and employer contributions, and specified annual rates of return. Combined employee and employer contributions are invested by the insurance company in Branch 21 investment funds in accordance with Belgium Regulation, which are mainly comprised of fixed income assets, which are commingled with the plan assets of other group insurances for the purpose of providing guaranteed returns. The insurance company has fiduciary responsibility for making investment decisions and there is no contractual requirement to legally separate the plan assets by individual account or group policy.

As a result of the foregoing, the Company has determined that the unit of account is the insurance contract and therefore, on a plan-by-plan basis, recognizes the net funded status as either an asset recorded within other non-current assets or a liability recorded within other non-current liabilities within the consolidated balance sheets. A net liability is recorded to the extent that the benefit obligation exceeds the fair value of plan assets or a net asset is recorded to the extent that the fair value of plan assets exceeds the benefit obligation.

As of December 31, 2023 and 2022, the Company maintained two dormant post-retirement benefit plans for former ROS employees who have chosen not to transfer their contributions to a new employer as of the respective date. The Company’s obligations under these plans were not significant individually or in the aggregate and, as such, are not included in the following tables.

There were no projected benefit obligations included in accumulated other comprehensive income (loss) as of December 31, 2023 and 2022, respectively.

The amount of plan assets includes amounts contributed by the employee and employer and amounts earned from investing the contributions, less benefits paid. In accordance with the Company’s group insurance policies, contributions are invested in commingled investment funds, consisting of underlying equity and fixed income securities, respectively. In accordance with Belgium Regulation, a member of a supplementary pension plan whose employment contract comes to an end has the right to transfer their vested reserves to the pension institution of their new employer, contingent upon certain conditions. Accordingly, the best evidence of fair value for plan assets is the cash surrender value, which is classified as Level 3 of the fair value hierarchy. The fair value of the insurance contracts was determined by the insurance company’s valuation models and represents the value the Company would receive upon surrender of these policies as of the measurement date.

The Company’s exposure to actuarial gains or losses is limited due to the fact that the assumptions underlying the actuarial analysis, including those presented in the table above, are provisioned for under Belgium Regulation. Similarly, the guarantees provided by the insurance company are based on minimum statutory reserve requirements which results in the same discount rate used to determine both the fair value of the projected benefit obligation as well as the expected (guaranteed) rate of return on plan assets.

The required funding of our qualified defined benefit pension plans is determined in accordance with Belgium Regulation. The following table presents contributions made by the employee and employer for the period presented as well as the following year:

The following table provides the projected timing of payments for benefits earned to date and benefits expected to be earned for future service by current active employees under our defined benefit plan:

The Predecessor maintained a plan to provide a performance incentive and to encourage stock ownership by employees, officers, and directors of the Predecessor (“the 2011 Equity Incentive Plan”). 1,000,000 Predecessor common stock shares were reserved and available for grant and issuance pursuant to the 2011 Equity Incentive Plan. Under the 2011 Equity Incentive Plan, incentive stock options (“ISOs”) could only be granted to employees, while non-qualified stock options (“NQSOs”) could be granted to employees, officers, directors, and other service providers of the Predecessor.

are divided into 3three tranches (“Tranche I,” “Tranche II,” and “Tranche III”): Tranche I, Tranche II, and Tranche III Incentive Units were subject to performance-based, service-based, and market-based conditions.

On September 2, 2021, the ~~company’s board~~Company’s Board of ~~directors~~Directors (the “Board”) adopted the Redwire Corporation 2021 Omnibus Incentive Plan (the “Plan”) which authorizes the grant of stock options (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, and other cash or share-based awards to employees, officers, non-employee directors and consultants of the Company. The Company initially reserved an aggregate of 7,936,136 shares (subject to annual increases on January 1 of each year beginning in 2022 and ending with a final increase on January 1, 2031) of the Company’s common stock for grants under the Plan. Shares of the Company’s stock reserved for grants under the Plan were 10,475,566 and 9,189,953 as of December 31, 2023 and December 31, 2022, respectively. Incentive stock options may only be granted to employees and officers employed by the Company. The Plan appoints the ~~board of directors,~~Board, the ~~compensation committee~~Compensation Committee or such other committee consisting of two or more individuals ~~(the~~(collectively, the “Committee”) appointed by the ~~board~~Board to administer the Plan. Awards under the Plan will contain such terms and conditions not inconsistent with the Plan as the Committee in its discretion approves. The Committee has discretion to administer the Plan in the manner which it determines, from time to time, is in the best interest of the Company.

On September 2, 2021, the ~~company’s board of directors~~Company’s Board adopted the Redwire Corporation 2021 Employee Stock Purchase Plan (the “ESPP”) which authorizes the grant of rights to purchase common stock of the Company to employees, officers and directors (if they are otherwise employees) of the Company. The Company initially reserved an aggregate of 755,822 ~~common~~ shares (subject to annual increases on January 1 of each year beginning in 2022 for a period of up to ~~ten~~10 years) of the Company’s common stock for grants under the ESPP. Shares of the Company’s stock reserved for grants under the ESPP were 2,025,537 and 1,382,731 as of December 31, 2023 and December 31, 2022, respectively. The ESPP appoints the Compensation Committee ~~(the “Committee”)~~ to administer the ESPP. Awards under the ESPP will contain such terms and conditions not inconsistent with the ESPP as the Compensation Committee in its discretion approves. The Compensation Committee has discretion to administer the ESPP in the manner which it determines, from time to time, is in the best interest of the Company. As of December 31, ~~2021,~~2023, no ~~awards~~shares had been ~~granted~~issued under the ESPP.

As a result of the Merger, Tranches I and III Incentive Units vested on September 2, 2021 (“vesting date”) and the performance vesting condition was met for the Tranche II Incentive Units. The fair value determined at the date of the amendment of the Class P Unit Incentive Plan was immediately recognized as compensation expense on the vesting date for Tranches I and III. Compensation expense for the Tranche II Incentive Units ~~is being~~was recognized over the derived service period of twelve months from the modification ~~date, which resulted in approximately NaN percent of the~~date. All compensation expense ~~for Tranche II being~~related to Incentive Units was recognized during ~~the Successor~~ 2021 ~~Period. The remaining compensation expense for the Tranche II Incentive Units will be recognized over the remaining service period of three months.~~

The fair value of ~~each option~~options granted under the ~~Predecessor 2011 Equity Incentive Plan and the Successor~~ Plan was estimated on the grant date under the Black-Scholes OPM using the following assumptions:

The table below presents the activity of stock options under the Plan:

As of December 31, 2023, the total unrecognized compensation cost related to unvested stock options granted under the Plan was $1.6 million and is expected to be recognized over a weighted-average period of 1.2 years. As of December 31, 2023, there were 1,185,319 stock options that were vested and exercisable.

On July 3, 2023 and July 31, 2023, the Company granted 701,097 shares and 5,000 shares, respectively, of PSUs to certain officers, managers and other eligible employees pursuant to the Plan. The PSU award allows the grantee to earn between 0% and 200% of the award based on the Company’s closing price per share at December 31, 2025. The grant date fair value of these awards was $3.15 per share.

As of December 31, ~~2021, there was $4.6 million of~~2023, total unrecognized compensation cost related to unvested ~~stock options~~PSUs granted under the ~~Plan.~~Plan was $1.8 million and is expected to be recognized over a weighted-average period of 2.0 years. The Company had 706,097 PSUs outstanding as of December 31, 2023. There were no ~~shares that vested or were exercisable under~~forfeitures related to PSUs during the ~~Plan during Successor 2021 Period.~~year ended December 31, 2023.

~~Pursuant to the Plan,~~On May 25, 2023, the Company granted ~~1,659,600 shares of~~205,765 restricted stock units of the Company’s common stock ~~during~~to non-employee directors. The restricted stock units vest on the ~~Successor 2021 Period~~one year anniversary from the grant date, subject to the director’s continued service on the Board. The weighted average grant date fair value of these awards was $2.43 per share.

On July 3, 2023, the Company granted 1,640,347 restricted stock units to certain officers, managers and other eligible employees. The ~~shares~~restricted stock units follow the same vesting conditions as the options described above. The grant date fair value of these awards was $2.63 per share.

As of December 31, 2023, total unrecognized compensation cost related to unvested restricted stock units granted under the Plan was $8.8 million and is expected to be recognized over a weighted-average period of 1.9 years.

~~The tax benefit~~During the second quarter of ~~equity-based compensation~~2022, there was ~~$0.2 million~~a significant and ~~$1 thousand~~prolonged decline in the Company’s market capitalization driven by general economic conditions, including heightened inflation, rising interest rates and volatility in the capital markets. Specifically for the Mission Solutions reporting unit, the Company observed a significant decline in discounted future cash flows, primarily attributable to a decrease in forecasted revenues, as well as increased production costs and subcontractor delays that had extended the timeline for fulfillment of existing performance obligations and deferred pipeline realization. After considering the totality of events and circumstances, the Company determined that these triggering events indicated that certain recorded intangible assets, including goodwill, and property, plant and equipment may be impaired. After considering the totality of events and circumstances described above, the Company performed an interim quantitative impairment assessment of all reporting units and asset groups as of June 30, 2022, which resulted in a partial impairment of goodwill and certain tangible and intangible asset groups recorded on the Mission Solutions reporting unit.

During the fourth quarter of 2022, the Company’s market capitalization continued to decline alongside other macroeconomic factors discussed in the previous paragraph. For purposes of its annual goodwill impairment test as of October 1, 2022, the Company performed a qualitative assessment of goodwill at the Space Components and Engineering Services reporting units and concluded that it was not more likely than not that the carrying value of each of those reporting units was in excess of its fair value. However, due to the aforementioned partial impairment and underperformance relative to previously forecasted results, the Company elected to proceed directly to a quantitative impairment test of the Mission Solutions reporting unit and underlying asset groups during the fourth quarter of 2022. As a result of the quantitative impairment test, the remaining balance of goodwill on the Mission Solutions reporting unit was reduced to zero and a full impairment was also recognized on certain tangible and intangible asset groups within the reporting unit.

Fair value estimates used in the Company’s quantitative impairment assessments result from a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by management as of the measurement date. Additional information related to these impairment activities is provided below.

Impairment activities during the ~~Predecessor Promissory Notes~~year ended December 31, 2022 did not have any impact on the Company’s compliance with the Adams Street Credit Agreement, as amended, or other contract related covenants.

During the year ended December 31, 2023, the Company did not identify any indicators of impairment and, ~~the Predecessor ISOs and NQSOs, respectively,~~therefore, no impairment expense was recorded for the ~~Predecessor 2020 Period.~~respective period.

Impairment expense was measured as the ~~Successor 2020 Period. There~~amount by which the carrying value of the intangible assets exceeded their fair value as of the respective reporting date. Based on the results of the quantitative impairment tests during 2022, the Company recognized impairment expense related to customer relationships, technology, trademarks, internal-use software licenses and IPR&D of $30.9 million during the year ended December 31, 2022.

Based on the ~~Successor 2021 Period.~~interim and annual impairment test, the Company determined that the estimated fair value of the Mission Solutions reporting unit was lower than its carrying value as of June 30, 2022 and October 1, 2022, respectively. Accordingly, the Company recorded total non-cash, pre-tax and post-tax impairment charges of $49.9 million during the year ended December 31, 2022, which reduced the reporting unit’s goodwill balance to zero as of December 31, 2022.

Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares and common equivalent shares outstanding for the periods presented ~~as follows:~~
Successor
Year Ended December 31, 2021 Period from February 10, 2020 to December 31, 2020
Numerator:
Net income (loss) $ (61,537) $ (14,374)
Denominator:
Weighted average shares outstanding – basic and diluted 45,082,544 37,200,000
Basic and diluted net income (loss) per share $ (1.36) $ (0.39)
using the treasury-stock method or, for participating securities, the if-converted method or two-class method, whichever is more dilutive. Common equivalent shares outstanding includes the dilutive effects from the assumed issuance, exercise or conversion of warrants, equity-based awards, and the Convertible Preferred Stock, except when antidilutive.

~~Contract Balances~~

The acquisition of Space NV by the Company ~~evaluates the contract value and cost estimates at completion (“EAC”) for performance obligations at least quarterly and more frequently when circumstances significantly change. Due~~did not result in any changes to the ~~nature~~joint venture or ownership interests in the underlying legal entities. The joint venture automatically terminates on the earlier of: (i) the expiration of the ~~work required to be performed on many~~M&O Service agreement with ESA, unless other business is conducted by either company at the time of ~~the Company’s performance obligations, the estimate~~expiration, (ii) complete withdrawal of ~~total revenue and cost at completion is complex, subject to many variables and requires significant judgment~~ownership interests held by management on a contract by contract basis. As part of this process, management reviews information including, but not limited to, labor productivity, the nature and technical complexity of the work to be performed, availability and cost volatility of materials, subcontractor and vendor performance, volume assumptions, inflationary trends, and schedule and performance delays. Management’s judgment related to these considerations has become increasingly more significant given the current economic environment primarily causedSpace NV or Techcom, or (iii) unanimous consent by the ~~COVID-19 pandemic.~~shareholders that both RSS and ROS are dissolved.

~~When~~The Company exhibits significant influence over the ~~Company’s estimate~~joint venture operations and receives a management fee in exchange for administrative services. Both RSS and ROS are accounted for under the VIE model due to insufficient equity investment at risk to finance operations without subordinated financial support. Additional information with regard to these entities is provided below.

The Company evaluated its interests in the joint venture and determined that Space NV had a variable interest in ROS as of December 31, 2023 and 2022. Due to their power to direct activities of the VIE that most significantly impact its economic performance, Space NV was determined to be ~~incurred~~the primary beneficiary and, therefore, consolidated ROS as of December 31, 2023 and 2022. Total assets and total liabilities for ROS were $0.5 million and $0.1 million, respectively, as of December 31, 2023, and $1.6 million and $1.1 million, respectively, as of December 31, 2022. Net income from ROS for the year ended December 31, 2023 and 2022 was de minimis for disclosure.

The Company determined that Space NV was not the ~~expected revenue,~~primary beneficiary of RSS due to Techcom having the power to direct the activities of the VIE that most significantly impact its economic performance. As a result of having ownership greater than 20% but less than 50% and holding two of five board seats, Space NV has the ability to exercise significant influence over the entity. Accordingly, RSS is accounted for as an equity method investment.

The Company ~~recognizes~~recognized a loss from RSS of $0.2 million for the ~~loss immediately. When~~year ended December 31, 2023 and nominal income from RSS during the ~~Company determines that a change~~year ended December 31, 2022, which is included in ~~estimate has an impact~~other (income) expense, net on the ~~associated profit of a performance obligation, the Company records the cumulative positive or negative adjustment to the statement~~consolidated statements of operations and comprehensive income (loss). ~~Changes in estimates~~The carrying value of the equity method investment was $3.6 million and ~~assumptions related to the status~~$3.3 million as of ~~certain long-term contracts may have a material effect on the Company’s operating results.~~December 31, 2023 and 2022, respectively.

~~Remaining Performance Obligations~~

In ~~November 2021,~~the normal course of business, the Company ~~granted 12,500 shares~~participates in related party transactions with certain vendors and customers where AEI maintains a significant ownership interest and/or can exhibit significant influence on the operations of ~~common stock~~such parties. For the years ended December 31, 2023 and 2022, transactions with other companies in AEI’s investment portfolio, not separately disclosed, did not have a material impact on the Company’s consolidated financial statements.

Please refer to ~~Kirk Konert in his capacity as a member of~~Note O – Convertible Preferred Stock, for related party transactions associated with the board of directors. Subject to his continued service, the common stock will vest in a single installment on November 1, 2022 and be assigned to AEI. Prior to such vesting and assignment, Kirk Konert will hold the securities for the benefit of AEI and he disclaims all right to title and interest in such securities.Company’s Convertible Preferred Stock.

None.

In accordance with Section 103 of the Jumpstart Our Business Startups (“JOBS”) Act, the Company is not required to comply with the requirement to provide an auditor’s report on Internal Controls over Financial Reporting under Section 404(b) of the Sarbanes-Oxley Act for as long as it qualifies as an emerging growth company.

In connection with the Company’s evaluation of internal control over financial reporting, the following material weaknesses have been identified:

In addition, we did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of the consolidated financial statements. Specifically, we did not design and maintain:

If we are unable to successfully remediate ~~our~~ existing or any future material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely ~~affected;~~affected, investors may lose confidence in our financial ~~reporting;~~reporting, and/or we could become subject to litigation or investigations by the New York Stock Exchange (“NYSE”), the SEC or other regulatory authorities.

Management has taken the necessary steps to identify and implement changes to the Company’s internal controls over financial reporting to remediate the control deficiencies described above that led to the material weaknesses. The Company has performed the following remediation efforts to address the material weaknesses:

These actions resulted in an improved internal control environment that was in place for a sufficient period of time to allow for the Company to conclude that these material weaknesses have been fully remediated as of December 31, 2023.

~~Date of 2022 Annual Meeting of Shareholders~~

Not ~~applicable~~applicable.

The information required by this item will be contained in our Proxy Statement for the Company’s ~~2022~~2024 Annual Meeting of ~~Stockholders~~Shareholders under the headings “Board of Directors and Corporate Governance”, “Proposal 1 – Election of Directors” and “Executive Officers”, and is incorporated herein by reference.

The remaining information required by this item will be contained in our Proxy Statement for the Company’s ~~2022~~2024 Annual Meeting of ~~Stockholders~~Shareholders under the heading “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.

The information required by this item will be contained in our Proxy Statement for the Company’s ~~2022~~2024 Annual Meeting of ~~Stockholders~~Shareholders under the headings “Certain Relationships and Related Party Transactions” and “Board of Directors and Corporate Governance”, and is incorporated herein by reference.

The information required by this item will be contained in our Proxy Statement for the Company’s ~~2022~~2024 Annual Meeting of ~~Stockholders~~Shareholders under the heading “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

The following documents are filed as a part of this Form 10-K:

None.

The following ~~is a list of all~~ exhibits are filed ~~or furnished~~ as part of or incorporated by reference into this ~~report:~~Form 10-K:

None.


Delaware						98-1550429
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8226 Philips Highway, Suite 101 Jacksonville, Florida						32256
(Address of Principal Executive Offices)						(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	RDW	New York Stock Exchange
Warrants, each to purchase one share of Common Stock	RDW WS	New York Stock Exchange


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


ITEM						Page Number
Part I						3
Item 1. Business						3
Item 1A. Risk Factors						1410
Item 1B. Unresolved Staff Comments						4137
Item 1C. Cybersecurity						37
Item 2. Properties						4139
Item 3. Legal Proceedings						4240
Item 4. Mine Safety Disclosures						4240

Part II						4340
Item 5. Market for Registrant's Common Equity, Related ~~Stockholder~~Stockholders Matters and Issuer Purchases of Equity Securities						4340
Item 6. [Reserved]						4341
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations						4441
Item 7A.Quantitative and Qualitative Disclosures About Market Risk						5952
Item 8. Financial Statements and Supplementary Data						6053
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures						~~108~~103
Item 9A. Controls and Procedures						~~108~~103
Item 9B. Other Information						~~110~~105
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections						~~110~~105

Part III						~~110~~105
Item 10. Directors, Executive Officers and Corporate Governance						~~110~~105
Item 11. Executive Compensation						~~110~~105
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters						~~111~~106
Item 13. Certain Relationships and Related Transactions, and Director Independence						~~111~~106
Item 14. Principal Accounting Fees and Services						~~111~~106

PART IV						~~112~~107
Item 15. Exhibits, Financial Statement Schedules						~~112~~107
Item 16. Form 10-K Summary						~~114~~109

Signatures						~~115~~110


~~Company~~	~~Location~~	~~Facilities~~
~~Domestic~~
~~Corporate Headquarters~~	~~Jacksonville, Florida~~	1
~~Adcole~~	~~Linthicum, Maryland~~	1
	~~Marlborough, Massachusetts~~	1
~~Deep Space Systems~~	~~Littleton, Colorado~~	1
~~Deployable Space Systems~~	~~Goleta, California~~	2
~~Loadpath~~	~~Englewood, Colorado(i)~~	1
	~~Albuquerque, New Mexico~~	1
~~Made in Space~~	~~Huntsville, Alabama(i)~~	1
	~~Moffett Field, California(i)~~	1
~~Oakman~~	~~Littleton, Colorado~~	2
	~~Kincheloe, Michigan~~	1
~~Roccor~~	~~Longmont, Colorado~~	1
~~Techshot~~	~~Merritt Island, Florida~~	1
	~~Floyds Knobs, Indiana~~	1
	~~Greenville, Indiana~~	1
~~Foreign~~
~~Made in Space Europe~~	~~Luxembourg City, Luxembourg~~	1


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Successor												Predecessor
		Year Ended

		Year Ended

		Year Ended
(in thousands, except percentages)
(in thousands, except percentages)
(in thousands, except percentages)	(in thousands, except percentages)	Year Ended December 31, 2021		% of revenues		Period from February 10, 2020 to December 31, 2020		% of revenues		$ Change from prior year period		% Change from prior year period		Period from January 1, 2020 to June 21, 2020		% of revenues
Revenues	Revenues	$	137,601	100	%	$	40,785	100	%	$	96,816	237	%	$	16,651	100	%
Revenues
Revenues
Cost of sales
Cost of sales
Cost of sales	Cost of sales	108,224		79		32,676		80		75,548		231		12,623		76
Gross margin	Gross margin	29,377		21		8,109		20		21,268		262		4,028		24
Gross margin
Gross margin
Operating expenses:	Operating expenses:
Selling, general and administrative		78,695		57		13,103		32		65,592		501		5,260		32
Contingent earnout expense		11,337		8		—		—		11,337		100		—		—
Operating expenses:
Operating expenses:
Selling, general and administrative expenses
Selling, general and administrative expenses
Selling, general and administrative expenses

Transaction expenses	Transaction expenses	5,016		4		9,944		24		(4,928)		(50)		—		—

Transaction expenses

Transaction expenses

Impairment expense

Impairment expense

Impairment expense
Research and development	Research and development	4,516		3		2,008		5		2,508		125		387		2
Research and development
Research and development
Operating income (loss)
Operating income (loss)
Operating income (loss)	Operating income (loss)	(70,187)		(51)		(16,946)		(41)		(53,241)		314		(1,619)		(10)

Interest expense, net	Interest expense, net	6,456		5		1,072		3		5,384		502		76		—

Interest expense, net

Interest expense, net
Other (income) expense, net
Other (income) expense, net
Other (income) expense, net	Other (income) expense, net	(3,837)		(3)		15		—		(3,852)		(25,680)		23		—
Income (loss) before income taxes	Income (loss) before income taxes	(72,806)		(53)		(18,033)		(44)		(54,773)		304		(1,718)		(10)
Income (loss) before income taxes
Income (loss) before income taxes
Income tax expense (benefit)
Income tax expense (benefit)
Income tax expense (benefit)	Income tax expense (benefit)	(11,269)		(8)		(3,659)		(9)		(7,610)		208		(384)		(2)
Net income (loss)	Net income (loss)	$	(61,537)	(45)	%	$	(14,374)	(35)	%	$	(47,163)	328	%	$	(1,334)	(8)	%

Net income (loss)
Net income (loss)
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to Redwire Corporation
Net income (loss) attributable to Redwire Corporation
Net income (loss) attributable to Redwire Corporation


	Successor				Predecessor
(in thousands)	Year Ended December 31, 2021		Period from February 10, 2020 to December 31, 2020		Period from January 1, 2020 to June 21, 2020
Net income (loss)	$	(61,537)	$	(14,374)	$	(1,334)
Interest expense	6,458		1,074		83
Income tax expense (benefit)	(11,269)		(3,659)		(384)
Depreciation and amortization	10,584		3,107		59
Acquisition deal cost (i)	5,237		9,944		—
Acquisition integration cost (i)	2,383		937		—
Acquisition earnout cost (ii)	11,337		—		—
Purchase accounting fair value adjustment related to deferred revenue (iii)	310		598		—
Capital market and advisory fees (iv)	10,306		2,598		—
Write-off of long-lived assets (v)	—		227		—
Litigation-related expenses (vi)	2,978		—		—
Equity-based compensation (vii)	27,112		—		997
Warrant liability change in fair value adjustment (viii)	(2,629)		—		—
Adjusted EBITDA	1,270		452		(579)
Pro forma impact on EBITDA (ix)	1,979		1,152		—
Pro forma adjusted EBITDA	$	3,249	$	1,604	$	(579)


	Year Ended
(in thousands)		December 31, 2023		December 31, 2022
Net income (loss)		$	(27,264)	$	(130,620)
Interest expense, net		10,699		8,220
Income tax expense (benefit)		(486)		(7,972)
Depreciation and amortization		10,724		11,288
Impairment expense		—		96,623
Acquisition deal costs (i)		13		3,237
Acquisition integration costs (i)		546		3,915

Purchase accounting fair value adjustment related to deferred revenue (ii)		15		139
Severance costs (iii)		313		1,311
Capital market and advisory fees (iv)		8,607		5,547

Litigation-related expenses (v)		1,235		2,877
Equity-based compensation (vi)		8,658		10,786
Committed equity facility transaction costs (vii)		259		1,364
Debt financing costs (viii)		17		102
Warrant liability change in fair value adjustment (ix)		2,011		(17,784)
Adjusted EBITDA		15,347		(10,967)
Pro forma impact on Adjusted EBITDA (x)		—		3,932
Pro Forma Adjusted EBITDA		$	15,347	$	(7,035)



	Last Twelve Months
(in thousands, except ratio)		December 31, 2023		December 31, 2022
Contracts awarded		$	300,042	$	327,035
Revenues		243,800		160,549
Book-to-bill ratio		1.23		2.04



(in thousands)	December 31, 2023		December 31, 2022
Organic backlog, beginning balance	$	313,057	$	139,742
Organic additions during the period	300,042		327,035
Organic revenue recognized during the period	(243,800)		(160,549)
Foreign currency translation	3,491		6,829
Organic backlog, ending balance	372,790		313,057

Acquisition-related contract value, beginning balance	—		—




Acquisition-related backlog, ending balance	—		—

Contracted backlog, ending balance	$	372,790	$	313,057


	Successor
(in thousands)	December 31, 2021		December 31, 2020
Organic backlog as of January 1	$	122,273	$	77,663
Organic additions during the period	86,013		102,045
Organic revenue recognized during the period	(105,452)		(57,435)
Organic backlog at end of period	102,834		122,273

Acquisition-related contract value beginning of period	—		—
Acquisition-related additions during the period	69,057		—
Acquisition-related revenue recognized during the period	(32,149)		—
Acquisition-related backlog at end of period	36,908		—

Contracted backlog at end of period	$	139,742	$	122,273


	Successor
(in thousands)	December 31, 2021		December 31, 2020
Adams Street Term Loan	$	30,690	$	31,000
Adams Street Revolving Credit Facility	—		—
Adams Street Delayed Draw Term Loan	14,850		—
Adams Street Incremental Term Loan	31,760		—
Silicon Valley Bank Loan	—		46,500
DSS PPP Loan	—		1,058
D&O Financing Loan	1,904		—
Total debt	79,204		78,558
Less: unamortized discounts and issuance costs	1,653		842
Total debt, net	77,551		77,716
Less: Short-term debt, including current portion of long-term debt	2,684		1,074
Total long-term debt, net	$	74,867	$	76,642


(in thousands)		2022		2023		2024		2025		2026		Thereafter		Total
	2024															2024	2025	2026	2027	2028	Thereafter	Total
Adams Street Term Loan	Adams Street Term Loan	$	310	$	310	$	310	$	310	$	29,450	$	—	$	30,690
Adams Street Delayed Draw Term Loan	Adams Street Delayed Draw Term Loan	150		150		150		150		14,250		—		14,850
Adams Street Incremental Term Loan	Adams Street Incremental Term Loan	320		320		320		320		30,480		—		31,760
D&O Financing Loan		1,904		—		—		—		—		—		1,904
Adams Street Revolving Credit Facility
2022 D&O Financing Loan

Total long-term debt maturities	Total long-term debt maturities	2,684		780		780		780		74,180		—		79,204
Future minimum lease payments		4,330		4,517		4,625		4,015		3,030		5,772		26,289
Total long-term debt maturities
Total long-term debt maturities
Future minimum operating lease payments
Future minimum finance lease payments
Total contractual obligations	Total contractual obligations	$	7,014	$	5,297	$	5,405	$	4,795	$	77,210	$	5,772	$	105,493


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185)			54
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)			55

Consolidated Balance Sheets			56
Consolidated Statements of Operations and Comprehensive Income (Loss)			58
Consolidated Statements of Changes in Equity (Deficit)			59
Consolidated Statements of Cash Flows			60
Notes to Consolidated Financial Statements			61
Note A – Description of the Business			61
Note B – Summary of Significant Accounting Policies			61
Note C – Business Combinations			70
Note D – Fair Value of Financial Instruments			72
Note E – Accounts Receivable, net			75
Note F – Inventory			75
Note G – Property, Plant and Equipment, net			76
Note H – Intangible Assets, net			77
Note I – Goodwill			78
Note J – Debt			79
Note K – Leases			80
Note L – Warrants			82
Note M – Income Taxes			83
Note N – Commitments and Contingencies			85
Note O – Convertible Preferred Stock			86
Note P – Shareholders’ Equity			88
Note Q – Revenues			89
Note R – Employee Benefit Plans			91
Note S – Equity-Based Compensation			94
Note T – Impairment Expense			98
Note U – Net Income (Loss) per Common Share			100
Note V – Joint Venture			100
Note W – Related Parties			101
Note X – Subsequent Events			102


	December 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	30,278	$	28,316
Accounts receivable, net	32,411		26,726
Contract assets	36,961		31,041
Inventory	1,516		1,469
Income tax receivable	636		688

Prepaid insurance	1,083		2,240
Prepaid expenses and other current assets	6,428		5,687
Total current assets	109,313		96,167
Property, plant and equipment, net of accumulated depreciation of $6,538 and $3,032, respectively	15,909		12,761
Right-of-use assets	13,181		13,103
Intangible assets, net of accumulated amortization of $18,509 and $11,247, respectively	62,985		66,871
Goodwill	65,757		64,618
Equity method investments	3,613		3,269

Other non-current assets	511		909
Total assets	$	271,269	$	257,698

Liabilities, Convertible Preferred Stock and Equity (Deficit)
Current liabilities:
Accounts payable	$	18,573	$	17,584
Notes payable to sellers	—		1,000
Short-term debt, including current portion of long-term debt	1,378		2,578
Short-term operating lease liabilities	3,737		3,214
Short-term finance lease liabilities	439		299
Accrued expenses	32,902		36,581
Deferred revenue	52,645		29,817
Other current liabilities	2,362		3,666
Total current liabilities	112,036		94,739
Long-term debt, net	86,842		74,745
Long-term operating lease liabilities	12,302		12,670
Long-term finance lease liabilities	1,137		579
Warrant liabilities	3,325		1,314
Deferred tax liabilities	2,402		3,255
Other non-current liabilities	400		506
Total liabilities	$	218,444	$	187,808
Commitments and contingencies (Note N – Commitments and Contingencies)


REDWIRE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars, except share data)


	December 31, 2023		December 31, 2022

Convertible preferred stock, $0.0001 par value, 125,292.00 shares authorized; 93,890.20 and 81,250.00 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively. Liquidation preference of $187,780 and $162,500 as of December 31, 2023 and December 31, 2022, respectively(1).	$	96,106	$	76,365

Shareholders’ Equity (Deficit):
Preferred stock, $0.0001 par value, 99,874,708 shares authorized; none issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	—		—
Common stock, $0.0001 par value, 500,000,000 shares authorized; 65,546,174 and 64,280,631 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	7		6
Treasury stock, 353,470 and 141,811 shares, at cost, as of December 31, 2023 and December 31, 2022, respectively	(951)		(381)
Additional paid-in capital	188,323		198,126
Accumulated deficit	(233,791)		(206,528)
Accumulated other comprehensive income (loss)	2,903		2,076
Total shareholders’ equity (deficit)	(43,509)		(6,701)
Noncontrolling interests	228		226
Total equity (deficit)	(43,281)		(6,475)
Total liabilities, convertible preferred stock and equity (deficit)	$	271,269	$	257,698


	Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity (Deficit)		Noncontrolling Interests		Total Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance as of December 31, 2021	62,690,869	$	6	—	$	—	$	183,024	$	(75,911)	$	103	$	107,222	$	—	$	107,222



Equity-based compensation expense	—	—		—	—		10,786		—		—		10,786		—		10,786
Common stock issued under the committed equity facility	909,669	—		—	—		3,047		—		—		3,047		—		3,047
Committed equity facility fee settled in common stock	127,751	—		—	—		756		—		—		756		—		756
Common stock issued for share-based awards	427,941	—		—	—		—		—		—		—		—		—
Shares repurchased for settlement of employee tax withholdings on share-based awards	—	—		141,811	(381)		—		—		—		(381)		—		(381)
Noncontrolling interests acquired in business combination	—	—		—	—		—		—		—		—		215		215
Foreign currency translation, net of tax	—	—		—	—		—		—		1,973		1,973		14		1,987
Net income (loss)	—	—		—	—		—		(130,617)		—		(130,617)		(3)		(130,620)
Other	124,401	—		—	—		513		—		—		513		—		513
Balance as of December 31, 2022	64,280,631	$	6	141,811	$	(381)	$	198,126	$	(206,528)	$	2,076	$	(6,701)	$	226	$	(6,475)
Equity-based compensation expense	—	—		—	—		8,658		—		—		8,658		—		8,658
Common stock issued under the committed equity facility	497,392	—		—	—		1,280		—		—		1,280		—		1,280
Common stock issued for share-based awards	768,151	1		—	—		—		—		—		1		—		1
Shares repurchased for settlement of employee tax withholdings on share-based awards	—	—		211,659	(570)				—		—		(570)		—		(570)
Convertible preferred stock paid-in-kind dividend	—	—		—	—		(19,741)		—		—		(19,741)		—		(19,741)
Foreign currency translation, net of tax	—	—		—	—		—		—		827		827		3		830
Net income (loss)	—	—		—	—		—		(27,263)		—		(27,263)		(1)		(27,264)
Balance as of December 31, 2023	65,546,174	$	7	353,470	$	(951)	$	188,323	$	(233,791)	$	2,903	$	(43,509)	$	228	$	(43,281)


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185)			54
~~(PCAOB~~Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)			6155

Consolidated Balance Sheets			6356
Consolidated Statements of Operations and Comprehensive Income (Loss)			6458
Consolidated Statements of Changes in ~~Shareholders'~~ Equity (Deficit)			6559
Consolidated Statements of Cash Flows			6660
Notes to Consolidated Financial Statements			6761
Note A – Description of the Business			61
Note B – Summary of Significant Accounting Policies			61
Note C – Business Combinations			70
Note D – Fair Value of Financial Instruments			72
Note E – Accounts Receivable, net			75
Note F – Inventory			75
Note G – Property, Plant and Equipment, net			76
Note H – Intangible Assets, net			77
Note I – Goodwill			78
Note J – Debt			79
Note K – Leases			80
Note L – Warrants			82
Note M – Income Taxes			83
Note N – Commitments and Contingencies			85
Note O – Convertible Preferred Stock			86
Note P – Shareholders’ Equity			88
Note Q – Revenues			89
Note R – Employee Benefit Plans			91
Note S – Equity-Based Compensation			94
Note T – Impairment Expense			98
Note U – Net Income (Loss) per Common Share			100
Note V – Joint Venture			100
Note W – Related Parties			101
Note X – Subsequent Events			102


	Common Stock			Class F Common Stock			Additional Paid-in Capital		Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity (Deficit)
	Shares	Par Value		Shares	Par Value
Predecessor Balance as of December 31, 2019	2,401,881	$	—	1,316,467	$	—	$	10	(13,198)	$	(8)	$	(13,196)
Equity-based compensation expense	—	—		—	—		998		—	—		998
Foreign currency translation, net of tax	—	—		—	—		—		—	2		2
Net income (loss)	—	—		—	—		—		(1,334)	—		(1,334)
Predecessor Balance as of June 21, 2020	2,401,881	$	—	1,316,467	$	—	$	1,008	(14,532)	$	(6)	$	(13,530)


~~Level 1:~~			~~Quoted prices for identical instruments in active markets;~~
~~Level 2:~~			Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
~~Level 3:~~			~~Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.~~


Level 1:			Quoted prices for identical instruments in active markets;
Level 2:			Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3:			Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.


~~Property, plant and equipment~~			Estimated useful life in years
Computer equipment			3
Furniture and fixtures			7
Laboratory equipment			3-10
~~Software~~			~~3-5~~
Leasehold improvements			shorter of 5 or lease term
Assets subject to finance lease			lease term


	~~March 2, 2020~~October 31, 2022
Cash paid	$	~~32,640~~36,930

Purchase consideration	$	~~32,640~~36,930
Assets:
Cash	$	~~156~~3,700
Accounts receivable and other receivable	~~840~~3,606


	October 31, 2022
Contract assets	~~1,427~~18,830
~~Inventory~~	~~212~~
Prepaid expenses and other current assets	~~661~~3,100
Property, plant and equipment	~~444~~5,656
Right-of-use assets	1,166
Intangible assets	~~9,690~~13,935
Equity method investments	3,000
Total assets	52,993		~~13,430~~

Liabilities:
Accounts payable	~~894~~4,201
Short-term operating lease liabilities	199
Short-term finance lease liabilities	279
Accrued expenses	~~644~~18,636
Deferred revenue	~~777~~5,513
Other current liabilities	399
~~Total~~Long-term operating lease liabilities	~~2,315~~908
Long-term finance lease liabilities	563
Deferred tax liabilities	2,727
Other non-current liabilities	281
Total liabilities	33,706
Fair value of net identifiable assets acquired	~~11,115~~19,287
Less: Fair value of noncontrolling interests	215
Goodwill	$	~~21,525~~17,858


	October 31, 2022									October 31, 2022			Weighted average useful life in years
		March 2, 2020		Weighted average useful life in years
Trademark		$	1,000	10
Technology
Technology
Technology	Technology	2,400		10	$	4,700		7			7
Customer relationships	Customer relationships	6,100		20	Customer relationships		7,400		30			30
In-process research and development		190
Software					Software		235				2
IPR&D
Total intangible assets	Total intangible assets	$	9,690
Total intangible assets
Total intangible assets


	~~Successor Period Ended~~
	December 31, ~~2020~~2022
Post-acquisition revenues	$	~~8,096~~11,658

Net income (loss) attributable to Redwire Corporation	$	~~(1,878)~~(294)

Transaction expenses	$	~~2,055~~3,112


	~~June 1, 2020~~
~~Cash paid~~	$	~~3,940~~
~~Equity issued~~	~~1,000~~
~~Purchase consideration~~	$	~~4,940~~
~~Assets:~~
~~Cash~~	$	~~1,071~~
~~Accounts receivable~~	~~1,282~~
~~Contract assets~~	~~107~~
~~Inventory~~	39
~~Prepaid expenses and other current assets~~	37
~~Property, plant and equipment~~	~~710~~
~~Intangible assets~~	~~850~~
~~Other non-current assets~~	26
~~Total assets~~	~~4,122~~

~~Liabilities:~~
~~Accounts payable~~	~~284~~
~~Deferred revenue~~	~~103~~
~~Current portion of long-term debt~~	~~353~~
~~Other current liabilities~~	~~1,178~~
~~Long-term debt~~	~~705~~
~~Deferred tax liabilities~~	~~458~~
~~Total liabilities~~	~~3,081~~
~~Fair value of net identifiable assets acquired~~	~~1,041~~
~~Goodwill~~	$	~~3,899~~


	June 1, 2020		Weighted average useful life in years
Trademark	$	150	5
Customer relationships	700		20
Total intangible assets	$	850


	~~Successor Period Ended~~
	~~December 31, 2020~~
~~Post-acquisition revenues~~	$	~~5,381~~

~~Net income (loss)~~	$	~~(1,707)~~

~~Transaction expenses~~	$	~~434~~


~~MIS Black-Scholes OPM Assumptions~~
~~Risk-free interest rate~~	~~0.05~~	%

~~Revenue volatility~~	~~51.7~~	%


	~~June 22, 2020~~
~~Cash paid~~	$	~~42,177~~
~~Equity issued~~	~~2,616~~
~~Contingent consideration~~	~~600~~
~~Purchase consideration~~	$	~~45,393~~
~~Assets:~~
~~Cash~~	$	~~13,559~~
~~Accounts receivable~~	~~1,097~~
~~Contract assets~~	~~665~~
~~Property, plant and equipment~~	~~451~~
~~Intangible assets~~	~~35,000~~
~~Other non-current assets~~	~~676~~
~~Total assets~~	~~51,448~~

~~Liabilities:~~
~~Accounts payable~~	~~3,689~~
~~Deferred revenue~~	~~7,128~~
~~Other current liabilities~~	~~2,749~~
~~Deferred tax liabilities~~	~~7,297~~
~~Total liabilities~~	~~20,863~~
~~Fair value of net identifiable assets acquired~~	~~30,585~~
~~Goodwill~~	$	~~14,808~~


	June 22, 2020		Weighted average useful life in years
Trademarks	$	3,400	6
Technology	16,000		10
Customer relationships	15,600		20
Total intangible assets	$	35,000


~~Roccor Black-Scholes OPM Assumptions~~
~~Risk-free interest rate~~	~~0.1~~	%
~~Revenue discount rate~~	~~7.0~~	%
~~Revenue volatility~~	~~30.0~~	%
~~Earnout payment discount rate~~	~~4.0~~	%